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<br />prior written notice to City sent pursuant to the Notice provisions of this Agreement. <br /> <br />13.3 Providinq Certificates of Insurance and Endorsements. Prior <br />to City's execution of this Agreement, Special Counsel will furnish certificates of <br />insurance and endorsements to City. <br /> <br />13.4 Failure to Maintain Coveraqe. If Special Counsel fails to <br />maintain any of these insurance coverages, then City will have the option to declare <br />Special Counsel in breach, or may purchase replacement insurance or pay the <br />premiums that are due on existing policies in order to maintain the required coverages. <br />Special Counsel is responsible for any payments made by City to obtain or maintain <br />insurance and City may collect these payments from Special Counselor deduct the <br />amount paid from any sums due Special Counsel under this Agreement. <br /> <br />13.5 Submission of Insurance Policies. City reserves the right to <br />require, at anytime, complete and certified copies of any or all required insurance <br />policies and endorsements. <br /> <br />13.6 Primary Coveraqe. For any claims related to the Services <br />and this Agreement, the Special Counsel's insurance coverage will be primary <br />insurance with respect to City, its officers, agents, yolunteers and employees. Any <br />insurance or self-insurance maintained by City for itself, its officers, agents, volunteers <br />and employees, will be in excess of Special Counsel's insurance and not contributory <br />with it. <br /> <br />13.7 Reduction in Coveraqe/Material Chanqes. Special Counsel <br />will notify City thirty (30) days prior to any reduction in any of the insurance coyerage <br />required pursuant to this Agreement or any material changes to the respective <br />insurance policies. <br /> <br />14. Business License. Special Counsel will obtain and maintain a City <br />of Redwood City Business License for the term of the Agreement, as may be amended <br />from time-to-time. <br /> <br />15. Maintenance of Records. Special Counsel will maintain complete <br />and accurate records with respect to costs incurred under this Agreement. All such <br />records will be clearly identifiable. Special Counsel will allow a representative of City <br />during normal business hours to examine, audit, and make transcripts or copies of such <br />records and any other such documents created pursuant to this Agreement. Special <br />Counsel will allow inspection of all work, data, documents, proceedings, and activities <br />related to the Agreement for a period of three (3) years from the date of final payment <br />under this Agreement. <br /> <br />16. Ownership of Documents. All work product produced by Special <br />Counselor its agents, employees, and subcontractors pursuant to this Agreement is the <br />property of City. Special Counsel will provide City with the final version of all briefs, <br />filings, legal memos and work product produced by Special Counsel within a reasonable <br />time, not to exceed ten (10) days, after the work product is made final. In the eyent this <br /> <br />Atty/Agr/2006.007 <br />030306 <br /> <br />5 <br />