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Together and its officers, officials, agents, employees, and volunteers, from and against <br />all claims, damages, losses and expenses including attorney fees arising out of the <br />performance of the Services, caused in whole or in part by the willful misconduct or any <br />negligent act or omission of the Consultant, any subcontractor, anyone directly or <br />indirectly employed by any of them or anyone for whose acts any of them may be liable, <br />except where caused by the sole negligence or willful misconduct of City or Redwood <br />City Together. <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense Redwood City Together or City incurs or makes to or on behalf of an injured <br />employee under Redwood City Together or the City's self-administered workers' <br />compensation is included as a loss, expense or cost for the purposes of this section. <br />The parties expressly agree that this section shall survive the expiration or early <br />termination of the Agreement. <br />11. Business License. Consultant will obtain and maintain a City of Redwood City <br />Business License for the term of the Agreement, as may be amended from time -to -time. <br />12. Maintenance of Records. Consultant will maintain complete and accurate records <br />with respect to costs incurred under this Agreement. All records will be clearly <br />identifiable. Consultant will allow a representative of Redwood City Together and City <br />during normal business hours to examine, audit, and make transcripts or copies of <br />records and any other documents created pursuant to this Agreement. Consultant will <br />allow inspection of all work, data, documents, proceedings, and activities related to the <br />Agreement for a period of three (3) years from the date of final payment under this <br />Agreement. <br />13. Ownership of Documents. Any reports and other material prepared by or on <br />behalf of Consultant under this Agreement (collectively, the "Documents") shall be and <br />remain the property of Consultant. City may request copies of such Documents, and to <br />the extent Consultant agrees to provide copies of such Documents, they may be used <br />by City and its agents, employees, representatives, and assigns, in whole or in part, or <br />in modified form, for all purposes City may deem appropriate without further <br />employment of or payment of any compensation to Consultant. <br />14. Copyrights. Consultant agrees that all copyrights that arise from the Services will <br />be vested in Redwood City Together and Consultant relinquishes all claims to the <br />copyrights in favor of Redwood City Together <br />15. Notices. The name of the persons who are authorized to give written notices or <br />to receive written notice on behalf of Redwood City Together and City and on behalf of <br />Consultant under this Agreement. <br />REV: 04-07-2021 RL <br />ATTY/AGR.2021.073/Joanne Lesser (Page 4 of 9) <br />