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REV: 10-05-23 VR 12.3. Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Consultant will provide to City certificates of insurance and above-referenced endorsements sufficient to satisfaction of City’s Risk Manager. In no event will Consultant commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have been accepted by City’s Risk Manager. 12.4. Failure to Maintain Coverage. If Consultant fails to comply with these insurance requirements, then 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 City to obtain or maintain insurance and City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement. 12.5. Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 13. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, including any extension terms. 14. Ownership. 14.1. Copyrights. 14.1.1. In consideration of the City’s selection of the Consultant to perform the Services, including designing and creating the work of art listed in Exhibit “A” (for purposes of this Section 14, “Work Product”) for City, Consultant agrees to transfer and hereby does transfer irrevocably to City for fair consideration, all right, title, and interest, including copyright, in the Work Product itself and in the design, sketches, drawings, model, maquettes, slides, photographs, and all other related materials used in the design and creation of this Work Product. 14.1.2. Consultant agrees that all Services performed under this Agreement shall comply with all applicable patent, trademark and copyright laws, rules, regulations and codes of the State of California and the United States. Consultant hereby represents and warrants that the work does not, and Consultant has not and will not, utilize any protected patent, trademark, or copyright in performance under this Agreement unless and until Consultant has obtained proper permission and all releases and other necessary documents. If Consultant specifies any material, equipment, process, or procedure which is protected, Consultant shall disclose such patents, trademarks and copyrights in the construction drawings and technical specifications, such listing to be appended to this Agreement and shall be incorporated by this reference. ATTY/AGR.2023.245/Escartiz Studio (Jardin de Ninos Park Expansion Art Installation) (Page 6 of 15)