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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 San Francisco Shakespeare Festival City of Pleasanton P.O. Box 460937 P.O. Box 520 San Francisco, CA 94146-0937 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. 19. Waiver. In the event either City or Consultant at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. 20. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County. Page 4 of 5