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REV: 12-23-25 VR <br />12.3. Providing Certificates of Insurance and Endorsements. Prior to City’s <br />execution of this Agreement, Consultant will provide to City certificates of <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. <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 <br />City 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 <br />under this Agreement lists a document, report, or other material as an item to be provided <br />by Consultant to City (a “Deliverable”), such Deliverable will be and remain the property <br />of City. Consultant will provide a copy of all Deliverables to City in their native format. <br />Libertiva shall remain, the sole and exclusive owners of all right, title, and interest in and <br />to all documents, data, know-how, methodologies, software, and other materials provided <br />by or used by you in connection with performing the Services, in each case developed or <br />acquired by you prior to the commencement or independently of this Agreement and <br />identified on a SOW (collectively, the “Pre-Existing Materials” and “professional <br />development curricula”), including all Intellectual Property Rights. Consultant hereby <br />grants to City a license to use, perform, display, transmit, and modify (including to create <br />derivative works) any Pre-Existing Materials to the extent they are incorporated in, <br />combined with, or otherwise necessary for use of the Deliverables. All other rights in and <br />to the Pre-Existing Materials are expressly reserved by Consultant. Any reports and other <br />material prepared by or on behalf of Consultant under this Agreement that are not <br />Deliverables (collectively, the “Consultant Documents”) will be and remain the property of <br />Consultant. City may request copies of Consultant Documents, and to the extent <br />Consultant agrees to provide copies of such Consultant Documents, they may be used <br />by City and its agents, employees, representatives, and assigns, in whole or in part, or in <br />modified form, for all purposes City may deem appropriate without further employment of <br />or payment of any compensation to Consultant. <br />15. Maintenance of Records. Consultant will maintain complete and accurate <br />records with respect to costs incurred under this Agreement. All records will be clearly <br />identifiable. Such records will not be Deliverables prepared for City and will be Consultant <br />Documents for purposes of this Agreement. Nothing herein will convert such records into <br />public records, and they will be available only to City and any specified public agencies. <br />Consultant will allow a representative of City during normal business hours to examine, <br />audit, and make transcripts or copies of records and any other documents created <br />ATTY/AGR.2025.350/Libertiva (Ideal Workforce Belonging Training) (Page 6 of 13)