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e. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents. f. 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. g. Subcontractors. Consultant 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 naming additional insureds. 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: Executive Director To City: City Manager Pacific Coast Repertory Theatre City of Pleasanton P.O. Box 176 P.O. Box 520 Pleasanton, CA 94588 Pleasanton, CA 94566 14. Conformance to Applicable Laws - Background Checks. 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. All employees of Consultant and any of its subcontractors who will work with minors pursuant to this Agreement shall submit and pass the background check required by California Public Resources Code §5164 prior to any contact with minors. 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. At any time during normal business hours, the records shall be made available to the City to inspect and audit. 17. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information. 18. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee or other representative of the City. Page 4 of 5