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10. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subconsultants. 11. Indemnity and Hold Harmless. Consultant shall indemnify and hold harmless the City and its officers, agents and employees (collectively "Indemnitccs") from and against claims and liability arising from the active negligence or reckless misconduct of the Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively `Liabilities~~) in the performance of its services under this Agreement The City's acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligation under this paragraph. Such obligations shall not apply to the extent such Liabilities are caused by the sole negligence, active negligence or willful misconduct of an Indenmitcc. 12. Insurance. lluring the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense general liability in the amount oC$300,000, and automobile liability insurance in amounts $100,000 per person, $300,000 per occurrence and $100,000 for property per occurrence. Consultant will provide the City copies of such insurance coverage. 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: Jerry lserson 1760 Gouldin Road Oakland, CA 94611 To City: City Manager City oCPlcasanton P.O. Box 520 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, Copyrights and Permits. Prior to the City's execution of this Agreement and prior to the Consultants 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 represents that its work will not unlawfully infringe any other copyrighted work. 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 Page 3 of 4