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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 policies 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 to naming additional insureds. 14. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail,postage prepaid, addressed as follows: To City: City Manager City of Pleasanton P.O. Box 520 Pleasanton, CA 94566 To Consultant: Vikki Rodriguez, Partner Maze &Associates 3478 Buskirk Ave, Ste 215 Pleasant Hill, CA 94523 15. Independent Consultant. The Consultant is an independent consultant retained by the City to perform the work described herein. All personnel employed by the Consultant, including subconsultants,and personnel of said subconsultants,are not and shall not be employees of the City. 16. Subcontracts. No subcontracting of any or all of the services to be provided by Consultant shall be allowed without prior written approval of City. City is under no obligation to any subconsultants. 17. Data Furnished by City. All data, reports, studies, software (object or source code),electronic databases,and any other information,documents or materials("City Data")made available to the Consultant by City for use by the consultant in the performance of its services under this agreement shall remain the property of City and shall be returned to City at the completion or termination of this agreement unless otherwise instructed by the City. No license to such City Data, outside of the Scope of Work of the Project, is conferred or implied by the Consultant's use or possession of such City Data. Any updates, revisions, additions or enhancements to such City Data made by the Consultant in the context of the Project shall be the property of City. 18. Con sultant's Records. Consultant shall keep complete and accurate books, records, accounts and any and all work products, materials, and other data relevant to its performance under this agreement. All such records shall be available to City for inspection and auditing purposes. The records shall be retained by Consultant for a period of not less than four (4)years following the fiscal year of the last expenditure under this agreement. 02/2016 Page 4 of 9