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REV: 07-17-24 MI <br />12.3. Providing Certificates of Insurance and Endorsements. Prior to City’s <br />execution of this Agreement, Contractor will provide to City certificates of insurance <br />and above-referenced endorsements sufficient to satisfaction of City’s Risk <br />Manager. In no event will Consultant commence any work or provide any Services <br />under this Agreement until certificates of insurance and endorsements have been <br />accepted by City’s Risk Manager. <br />12.4. Failure to Maintain Coverage. If Contractor fails to comply with these <br />insurance requirements, then City will have the option to declare Contractor 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. Contractor is <br />responsible for any payments made by City to obtain or maintain insurance and <br />City may collect these payments from Contractor or deduct the amount paid from <br />any sums due Contractor 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 />12.6 Excess Insurance/Umbrella Policy. The limits of insurance requirements <br />may be satisfied by a combination of primary and umbrella or excess insurance. <br />Any umbrella or excess insurance shall “follow form” of the underlying policy, and <br />contain or be endorsed to contain a provision that such coverage shall also apply <br />on a primary and non-contributory basis for the City. <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 />Contractor to City (a “Deliverable”), such Deliverable will be and remain the property of <br />City. Contractor will provide a copy of all Deliverables to City in their native format. <br />Contractor may retain one copy of any Deliverable for its internal records, but it may not <br />use a Deliverable for any other purpose without the prior written consent of City. Any <br />reports and other material prepared by or on behalf of Contractor under this Agreement <br />that are not Deliverables (collectively, the "Contractor Documents") will be and remain the <br />property of Contractor. City may request copies of Contractor Documents, and to the <br />extent Consultant agrees to provide copies of such Contractor Documents, they may be <br />used by City and its agents, employees, representatives, and assigns, in whole or in part, <br />or in modified form, for all purposes City may deem appropriate without further <br />employment of or payment of any compensation to Contractor. <br />15. Maintenance of Records. Contractor will maintain complete and accurate records <br />with respect to costs incurred under this Agreement. All records will be clearly identifiable. <br />Such records will not be Deliverables prepared for City and will be Contractor Documents <br />for purposes of this Agreement. Nothing herein will convert such records into public <br />records, and they will be available only to City and any specified public agencies. <br />ATTY/AGR.2024.111/Crossing Guard Services LLC (FY 2024-2027) (Page 6 of 12)