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11.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11.6 Primary Coveraqe. For any claims related to the Services and this Agreement, the Consultant's insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance maintained by City for itself, its officers, agents, volunteers and employees, will be in excess of Consultant's insurance and not contributory with it. 11.7 Reduction in Coveraqe/Material ChanQes. Consultant will notify City thirty (30) days prior to any reduction in any of the insurance coverage required pursuant to this Agreement or any material changes to the respective insurance policies. 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, employoos, and subcontractors pursuant to this Agreemont is tho property of City. In tho avant this Agroemont is terminatod, all work product produced by Consultant or its agonts, employoos and subcontractors pursuant to this I\greomont will be dolivored to City pursuant to tho tormination clauso of this ^groomont. Consultant '/Jill ha\'o tho right to make ono (1) copy of tho 'A/ork product for Consultant's records. The Software provided on the CD-ROMs is proprietary. It is owned by GardenSoft and cannot be copied, distributed or manufactured in any way without written express permission of GardenSoft. 15. CopyriQhts. GardenSoft maintains all copyright privileges over its own software. GardenSoft's license entitles the City of Redwood City exclusive rights over the distribution of the software developed under this agreement. It also guarantees the price structure found at the end of exhibit A. The City of Redwood City must give written permission for GardenSoft to sell this custom program to other parties. Agreement over $10K City Attorney Approved Version 111803 5 ." '. "....... ....".-........-... ........"...."_."",...."....._--"."..._-~-,-"...."..._..__..,,,-