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e. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against City, its officers, employees, and agents. f. 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. g. Subcontractors. Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subconsultants shall be subject to all of the requirements stated in this Agreement, including but not limited to naming additional insureds. 13. 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: Geoffrey Bradley, AICP To City: City Manager Metropolitan Planning Group City of Pleasanton 579 Clyde Avenue, Suite 340 123 Main Street Mountain View, CA 94043 Pleasanton, CA 94566 14. 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. 15. Licenses, Certifications, and Permits. Prior to City's execution of this Agreement and prior to Consultant's engaging in any operation or activity set forth in this Agreement, Consultant shall obtain a City of Pleasanton business license, which 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. 16. 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 be made available to City to inspect and audit. 17. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information, or conclusions. 18. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee, or other representative of City. Consultant and its principals do not have any financial interest in real property, sources of income, or investment that would be affected in any manner or degree by the Page 4 of 6