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REV: 04-10-26 MI <br />privacy violations, information theft, damage to or destruction of electronic <br />information, release of private information, alteration of electronic <br />information, extortion and network security. The policy will provide coverage <br />for breach response costs as well as regulatory fines and penalties, as well <br />as credit monitoring expenses with limits sufficient to respond to these <br />obligations. <br />12.2. Notice of Cancellation. This insurance will be in force during the life of the <br />Agreement and any extensions of it and will not be canceled without Consultant <br />providing thirty (30) days prior written notice to City sent pursuant to the Notice <br />provisions of this Agreement. <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 City <br />Business License for the term of the Agreement, including any extension terms. <br />14. Consultant agrees that any unique work products generated for the City in the <br />performance of this Agreement (“Work Products”) shall belong to the City. The City shall <br />have no rights in any pre-existing Consultant intellectual property that may be <br />incorporated into Work Products (“Contractor IP”), including but not limited to copyrights. <br />The City shall have a nonexclusive license and limited right to use Contractor IP only as <br />incorporated into the Work Products, and only in a manner consistent with the stated <br />purpose, scope, and limitations of use described in the Work Products. The City shall not <br />reuse Contractor IP in unrelated projects or materials. Consultant may retain file copies <br />of all Work Products and shall provide copies to the City upon request. The City shall not <br />distribute any Work Products delivered under this Agreement except as allowed in written <br />materials contained with the Work Products, or as required by law or court order. <br />15. Maintenance of Records. Consultant 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 Consultant 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.2026.101/MacLeod Watts (Agreement For Services) (Page 6 of 12)