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<br />be named as additional insureds. <br /> <br />13.2.2 Special Counsel will obtain occurrence coverage, excluding <br />Professional Liability, which will be written as claims-made coverage. <br /> <br />13.2.3 This insurance will be in force during the life of the <br />Agreement and any extensions of it and will not be canceled without thirty <br />(30) days prior written notice to City sent pursuant to the Notice provisions <br />of this Agreement. <br /> <br />13.3 Providinq Certificates of Insurance and Endorsements. Prior to <br />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 maintain <br />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 <br />coverages. Special Counsel is responsible for any payments made by City to <br />obtain or maintain insurance and City may collect these payments from Special <br />Counselor deduct the amount paid from any sums due Special Counsel under <br />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 and this <br />Agreement, the Special Counsel's insurance coverage will be primary insurance <br />with respect to City, its officers, agents, volunteers and employees. Any <br />insurance or self-insurance maintained by City for itself, its officers, agents, <br />volunteers and employees, will be in excess of Special Counsel's insurance and <br />not contributory with it. <br /> <br />13.7 Reduction in Coveraqe/Material Chanqes. Special Counsel will <br />notify City thirty (30) days prior to any reduction in any of the insurance coverage <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 of <br />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 and <br />accurate records with respect to costs incurred under this Agreement. All such records <br />will be clearly identifiable. Special Counsel will allow a representative of City during <br />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 /> <br />Atty/Agr/2006.027 <br />06006 <br /> <br />5 <br />