Agmt16 CDM Smith Inc. - Laserfiche WebLink

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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. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 12. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, as may be amended from time-to-time. 13. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. Ownership of Documents. All work product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the work product for Consultant's records. Such work product is not intended or represented to be suitable for reuse by City or others on any other project. Any such reuse without written verification or adaptation by Consultant and Consultant's sub consultants, as appropriate, for the specific purpose intended will be at City's sole risk and without liability or legal exposure to consultant, or to Consultant's subcontractors. Any such verification or adaption will entitle Consultant to further compensation at rates to be agreed upon by City and Consultant. Notwithstanding any other provision of this Agreement between Consultant and City or any provision of the scope of work, work assignments, work authorizations, or any amendment issued hereunder, all of Consultant's pre-existing or proprietary information, documents, materials, computer programs, or software developed by Consultant outside of this Agreement shall remain the exclusive property of Consultant. 15. Copvriqhts. Consultant agrees that all copyrights that arise from the Services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City. REV:01-06-16 VR Page5of17 ATTY/AGR.2016.003(CDM Smith - Streetcar and Downtown Transit Center