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<br />11.4 Failure to Maintain Coveraqe. If Consultant fails to maintain any of these <br />insurance coverages, then Agency will have the option to declare Consultant in <br />breach, or may purchase replacement insurance or pay the premiums that are <br />due on existing policies in order to maintain the required coverages. Consultant <br />is responsible for any payments made by Agency to obtain or maintain insurance <br />and Agency may collect these payments from Consultant or deduct the amount <br />paid from any sums due Consultant under this Agreement. <br /> <br />11.5 Submission of Insurance Policies. Agency reserves the right to require, at <br />anytime, complete and certified copies of any or all required insurance policies <br />and endorsements. <br /> <br />11.6 Primary Coveraqe. For any claims related to the Services and this <br />Agreement, the Consultant's insurance coverage will be primary insurance with <br />respect to Agency and City, their officers, agents, volunteers and employees. <br />Any insurance or self-insurance maintained by Agency and City for themselves, <br />their officers, agents, volunteers and employees, will be in excess of Consultant's <br />insurance and not contributory with it. <br /> <br />11.7 Reduction in Coveraqe/Material Chanqes. Consultant will notify Agency <br />thirty (30) days prior to any reduction in any of the insurance coverage required <br />pursuant to this Agreement or any material changes to the respective insurance <br />policies. <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 Agency during normal business <br />hours to examine, audit, and make transcripts or copies of records and any other <br />documents created pursuant to this Agreement. Consultant will allow inspection of all <br />work, data, documents, proceedings, and activities related to the Agreement for a <br />period of three (3) years from the date of final payment under this Agreement. <br /> <br />14. Ownership Of Documents. Upon payment of fees and expenses due, that <br />portion of work product invoiced and produced by Consultant or its agents, employees, <br />and subcontractors pursuant to this Agreement shall become the property of Agency. In <br />the event this Agreement is terminated, that part of the work product paid for and <br />produced by Consultant or its agents, employees and subcontractors pursuant to this <br />Agreement will be delivered to Agency in an electronic format pursuant to the <br />termination clause of this Agreement. Consultant will have the right to make one (1) <br />copy of the work product for Consultant's records. <br /> <br />ATTY/AGR/2007.089 <br />092607 <br /> <br />5 <br />