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e. Certificate of Insurance. Consultant shall file a certificate of insurance with the City prior to the City's execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing thirty(30) days prior written notice by certified mail, return receipt requested, has been given to the City. In addition, the insured shall provide thirty(30) days prior written notice to the City of any suspension, cancellation, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies. f. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents. g. Defense Costs. Coverage shall be provided on a"pay on behalf' of basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusions. h. Subcontractors. Consultant shall include all subcontractors as insured under its polices or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited naming additional insureds. 15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows: To Consultant: Lynne Filson To City: City Manager Kimley-Horn and Associates, Inc. City of Pleasanton 6130 Stoneridge Mall, Suite 370 P.O. Box 520 Pleasanton, CA 94588 Pleasanton, CA 94566 16. Conformance to Applicable Laws. Consultant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 17. Licenses, Certifications and Permits. Prior to the City's execution of this Agreement and prior to the Consultant's engaging in any operation or activity set forth in this Agreement, Consultant shall obtain a City of Pleasanton business license, whica must be kept in effect during the term of this Agreement. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. 18. Records and Audits. Consultant shall maintain all records regarding this Agreement and the services performed for a period of three years from the date that final payment is made. At any time during normal business hours, the records shall 3e made available to the City to inspect and audit. 5/13 Page 4 of 5