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obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the Ciiy by certified mail. City, its officers, agents, volunteers and employees will be named as additional insureds on General and Automobile liability. ConsultanYs insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance mairrtained by the City will be in excess of ConsultanYs insurance and not contributory with it. Consultant will fumish certificates of insurance and endorsements to City prior to City's execution of this Agreement. 7. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, as may be amended from time-to-time. 8_ Conflict of Interest. City wi(1 evaluate ConsultanYs duties pursuant to this Agreement to determine whether disclosure under the Polfical Reform Act and City's Gonflict of Interest Code is required of Consultant or any of ConsultanYs employees, agents or subcontractors. Should it be determined that disclosure is required, Consuttant or Consultant's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 9. Comaliance with Laws. Consultant will comply with all applicable local,state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Redwood Ciiy Business License for the term of this Agreement. 10. Termination. City or Consultant may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Consuftant's costs for Services completed up to the time of termination,if the Services have been completed in accordance with the Agreement. 11. Ctaims and Lawsuits. By signing this Agreement, Consultarrt agrees it may be subject to civil penalties for the filing of false claims as set forth in the Califomia False Claims Act, Govemment Code sections 12650, et seq. Consultant further acknowledges that disbarment by another jurisdiction is grounds for City to terminate this Agreement. 12. Venue and Jurisdiction. Consuftant agrees and sbpulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court, San Mateo County,Califomia. 13. Assi4nment. Consultant may not assign this Agreement or any part of it, or any monies due or to become due under it,without the prior written consent of City. 14. Amendments. This Agreement may be amended by mutual consent of City and Consultant. Any amendment will be in writing, signed by both parties, writh a statement of the changes in charges or time schedule. 15. Entire AQreement. This /�qreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. ATTY/AGR/2012.107/RWC 2020 LARRY BEST 2012-13 REV:0&15-12 PT Page 2 of 4