INTERACTIVE RESOURCES, INC. (#2024127)

d. Professional Liability Insurance. Professional liability insurance in the amount of 2,000,000 per claim and aggregate. 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 Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be canceled 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 mail. In addition,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. The City reserves the right to require complete certified copies of policies. f. Waiver of Subrogation. 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. Subconsultants. Consultant shall furnish separate certificates and endorsements for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated in this Agreement, including but not limited naming additional insureds. To Consultant: Andrew Butt To City: City Manager Interactive Resources, Inc. City of Pleasanton 117 Park Place P.O. Box 520 Richmond, CA 94801 Pleasanton, CA 94566 16. 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. 17. Licenses, Certifications,Copyrights 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 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. 18. 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 Page 5 of 7 Docusign Envelope ID: 8F427FCA-05CE-8E26-807E-8270FCE1E507