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REV: 04-07-2023 MI <br />insurance and above-referenced endorsements sufficient to satisfaction of City’s <br />Risk Manager. In no event will Consultant commence any work or provide any <br />Services under this Agreement until certificates of insurance and endorsements <br />have been accepted by City’s Risk Manager. <br />12.4 Failure to Maintain Coverage. If Consultant fails to comply with these <br />insurance requirements, then City will have the option to declare Consultant in <br />breach or may purchase replacement insurance or pay the premiums that are due <br />on existing policies in order to maintain the required coverages. Consultant is <br />responsible for any payments made by City to obtain or maintain insurance and <br />City may collect these payments from Consultant or deduct the amount paid from <br />any sums due Consultant under this Agreement. <br />12.5 Submission of Insurance Policies. City reserves the right to require, at any <br />time, complete copies of any or all required insurance policies and endorsements. <br />13. Business License. Consultant will obtain and maintain a City of Redwood City <br />Business License for the term of the Agreement, including any extension terms. <br />14. Ownership of Documents. If Exhibit “A” or any task order or purchase order under <br />this Agreement lists a document, report, or other material as an item to be provided by <br />Consultant to City (a “Deliverable”), ownership of such Deliverable will be determined as <br />set forth below. Consultant will provide a copy of all Deliverables to City in their native <br />format. Any reports and other material prepared by or on behalf of Consultant under this <br />Agreement that are not Deliverables (collectively, the "Consultant Documents") will be <br />and remain the property of Consultant. City may request copies of Consultant Documents, <br />and to the extent Consultant agrees to provide copies of such Consultant Documents, <br />they may be used by City and its agents, employees, representatives, and assigns, in <br />whole or in part, or in modified form, for all purposes City may deem appropriate without <br />further employment of or payment of any compensation to Consultant. <br />14.1 “Developed Software" means software created or owned by Consultant <br />identified as a deliverable in the Exhibit A and delivered by Consultant in <br />accordance with specifications developed during the Services or set forth in the <br />Exhibit A. Developed Software may consist of Custom Software and/or Consultant <br />Software, as defined below. <br />14.2 "Custom Software" means that portion of the Developed Software first created <br />by Consultant under this Agreement. Consultant retains all rights to Custom <br />Software and hereby grants City worldwide, non-exclusive, fully paid, non- <br />transferable perpetual license to use the Custom Software created under this <br />Agreement. To the extent that Custom Software embodies or is inextricably linked <br />to City's Confidential Information (defined below), whether preliminary or final, <br />such Custom Software will be deemed to be a work made for hire and owned by <br />City. City may modify and/or build upon City-owned Custom Software. Custom <br />ATTY/AGR.2023.075/CodeRight Inc. (CIP App) (Page 6 of 20)