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i i 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 insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to the City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) include the reasons for the cancellation; and 3) be given at least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. For clarity,the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. f. Waiver of Subrogation. Except for Professional Liability policy, 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. [Intentionally omitted]. i 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: Jan Perkins, Managing Director To City: City Manager Baker Tilly US, LLP City of Pleasanton 1730 Madison Road P.O. Box 520 Cincinnati, Ohio 45206 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 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, 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. Upon written request by the City and at a mutually agreeable time,the records shall be made available to the City to inspect and audit to confirm the accuracy Consultant's invoices for this engagement. Page 4 of 15