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is responsible for any payments made by Agency to obtain or maintain insurance and Agency may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement. 11.5 Submission of Insurance Policies. Agency reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11.6 Primary Coverage. For any claims related to the Services and this Agreement, the Consultant's insurance coverage will be primary insurance with respect to Agency and City, their officers, agents, volunteers and employees. Any insurance or self- insurance maintained by Agency and City for themselves, their officers, agents, volunteers and employees, will be in excess of Consultant's insurance and not contributory with it. 11.7 Reduction in Coverage /Material Changes. Consultant will notify Agency 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. 12. Business License. Consultant 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. 13. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of Agency during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant 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. 14. Ownership Of Documents. All work product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement is the property of Agency. In the event this Agreement is terminated, all work product produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered to Agency pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the work product for Consultant's records. 15. Copyrights. Consultant agrees that all copyrights that arise from the Services will be vested in Agency and Consultant relinquishes all claims to the copyrights in favor of Agency. 16. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of Agency and on behalf of Consultant under this Agreement. ATTY /AG R/2010.110 092210 5