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f. Subcontractors. 3VCF 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. 7. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows: To 3VCF: Susan Houghton, Board Secretary To City: City Manager Three Valleys Community Foundation City of Pleasanton 5960 Inglewood Drive, Suite 201 P.O. Box 520 Pleasanton, CA 94588 Pleasanton, CA 94566 8. Conformance to Applicable Laws. 3VCF shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. 3VCF 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. 9. Licenses, Certifications and Permits. Prior to the City's execution of this Agreement and prior to the 3VCF's engaging in any operation or activity set forth in this Agreement, 3VCF shall obtain a City of Pleasanton business license, which must be kept in effect during the term of this Agreement. 3VCF covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. 10. Records and Audits. 3VCF 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. 11. Confidentiality. 3VCF shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information, or conclusions. 12. Conflicts of Interest. 3VCF covenants that other than this Agreement, 3VCF has no financial interest with any official, employee or other representative of the City. 3VCF and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of 3VCF's services under this Agreement. If such an interest arises, 3VCF will immediately notify the City. 13. Waiver. In the event either City or 3VCF 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. 14. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County. 3