Agmt04 Hanson Bridgett Marcus Vlahos Rudy LLP

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14.4 Failure to Maintain Coverage. If Special Counsel fails to maintain any of these insurance coverages, then City will have the option to declare Special Counsel in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Special Counsel is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Special Counselor deduct the amount paid from any sums due Special Counsel under this Agreement. 14.5 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. 14.6 Primary Coverage. For any claims related to the Services and this Agreement, the Special Counsel'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 Special Counsel's insurance and not contributory with it. 14.7 Reduction in CoveragelMaterial Changes. Special Counsel 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. 15. Business License. Special Counsel 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. 16. Maintenance of Records. Special Counsel will maintain complete and accurate records with respect to costs incurred under this Agreement. All such records will be clearly identifiable. Special Counsel will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other such documents created pursuant to this Agreement. Special Counsel 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. 17. Ownership of Documents. All work product produced by Special Counsel or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. Special Counsel will provide City with the final version of all briefs, filings, legal memos and work product produced by Special Counsel within a reasonable time, not to exceed ten (10) days, after the work product is made final. In the event this Agreement is terminated, all work product produced by Special Counselor its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Special Counsel will have the right to make copies of the work product for Special Counsel's records. 18. Copyrights. Special Counsel agrees that all copyrights that arise from the Services will be vested in City and Special Counsel relinquishes all claims to the copyrights in favor of City. 5 1076903.2