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b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $1,000,000 per person/per occurrence. c. Workers' Compensation Insurance. Workers' Compensation Insurance for all of Contractor's employees shall be in strict compliance with State laws, including a waiver of subrogation and Employer's Liability Insurance with limits of at least $1,000,000. d. Professional Liability Insurance. Professional liability insurance in the amount of$1,000,000. e. Certificate of Insurance. Contractor shall file a certificate of insurance and endorsements with the City prior to the City's execution of this Agreement. The certificate of insurance shall provide 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. Subcontractors. Contractor 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. g. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents. h. Defense Costs. Coverage shall be provided on a"pay on behalf of'basis, with defense costs payable in addition to policy limits, subject to the limitation in Section 4, above. There shall be no cross liability exclusions. 9. Independent Contractor. The Contractor is an independent contractor retained by the City. All personnel employed by the Contractor, including subcontractors, and personnel of subcontractors,are not and shall not be employees of the City. 10. Notices. All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. To Contractor: Interactive Resources, Inc. To City: City Manager 117 Park Place City of Pleasanton Richmond, CA 94801 123 Main Street Pleasanton, CA 94566 11. Miscellaneous Provisions. Page 4 of 6