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<br />9. Other Consultants. The City reserves the right to employ other consultants in <br />connection with the Services. <br /> <br />10. Indemnification. Consultant will defend, indemnify and hold harmless City and its <br />officers, agents, employees and volunteers from and against all claims, damages, <br />losses and expenses including attorney fees arising out of the performance of the <br />Services, caused in whole or in part by the willful misconduct or any negligent act or <br />omission of the Consultant, any subcontractor, anyone directly or indirectly employed by <br />any of them or anyone for whose acts any of them may be liable, except where caused <br />by the active negligence, sole negligence, or willful misconduct of City. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense City incurs or makes to or on behalf of an injured employee under the City's <br />self-administered workers' compensation is included as a loss, expense or cost for the <br />purposes of this section, and that this section will survive the expiration or early <br />termination of the Agreement. <br /> <br />11. Insurance. Consultant will show proof of insurance on his personal automobile. <br /> <br />12. Business License. Consultant will obtain and maintain a City of Redwood City <br />Business License for the term of the Agreement, as may be amended from time-to-time. <br /> <br />13. Maintenance of Records. Consultant will maintain complete and accurate <br />records with respect to costs incurred under this Agreement. All records will be clearly <br />identifiable. Consultant will allow a representative of City during normal business hours <br />to examine, audit, and make transcripts or copies of records and any other documents <br />created pursuant to this Agreement. Consultant will allow inspection of all work, data, <br />documents, proceedings, and activities related to the Agreement for a period of three <br />(3) years from the date of final payment under this Agreement. <br /> <br />14. Ownership Of Documents. All work product produced by Consultant or its <br />agents, employees, and subcontractors pursuant to this Agreement is the property of <br />City. In the event this Agreement is terminated, all work product produced by <br />Consultant or its agents, employees and subcontractors pursuant to this Agreement will <br />be delivered to City pursuant to the termination clause of this Agreement. Consultant <br />will have the right to make one (1) copy of the work product for Consultant's records. <br /> <br />15. Copvriqhts. Consultant agrees that all copyrights that arise from the Services will <br />be vested in City and Consultant relinquishes all claims to the copyrights in favor of City. <br /> <br />16. Notices. The name of the persons who are authorized to give written notices or <br />to receive written notice on behalf of City and on behalf of Consultant under this <br />Agreement. <br /> <br />ATTY/AGR/2007.034 <br />070207 <br /> <br />3 <br />