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REV: 09-30-21 RL 11.2. Notice of Cancellation. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without Consultant providing thirty (30) days prior written notice to Redwood City Together and City sent pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to Redwood City 2020 and City’s execution of this Agreement, Consultant shall provide to Redwood City Together and City certificates of insurance and above-referenced endorsements sufficient to satisfaction of Redwood City Together and City’s Risk Manager. In no event shall Consultant commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have been accepted by Redwood City Together and City’s Risk Manager. 11.4 Failure to Maintain Coverage. If Consultant fails to comply with these insurance requirements, then Redwood City Together and City will have the option to declare Consultant in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Consultant is responsible for any payments made by Redwood City Together or City to obtain or maintain insurance and Redwood City Together or City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement. 11.5 Submission of Insurance Policies. Redwood City Together and City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 12. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, as may be amended from time-to-time. 13. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of Redwood City Together and City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. Ownership of Documents. Any reports and other material prepared by or on behalf of Consultant under this Agreement (collectively, the "Documents") shall be and remain the property of Consultant. City may request copies of such Documents, and to the extent Consultant agrees to provide copies of such Documents, they may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem appropriate without further employment of or payment of any compensation to Consultant. 15. Copyrights. Consultant agrees that all copyrights that arise from the Services will be vested in Redwood City Together and Consultant relinquishes all claims to the copyrights in favor of Redwood City Together ATTY/AGR.2021.203/Casa Circulo (Vaccine & Equity Outreach) (Page 5 of 11)