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<br />4 | P ag e <br /> <br /> <br />g. Defense Costs. Coverage shall be provided on a “pay on behalf of” basis, with defense <br />costs payable in addition to policy limits. There shall be no cross liability exclusions. These <br />provisions do not apply to Professional Liability. <br /> <br />h. SubConsultants. Consultant shall include all subConsultants as insured under its policies or <br />shall furnish separate certificates and endorsements for each subConsultant. All coverages for <br />subConsultants shall be subject to all of the requirements stated in this Agreement, including but <br />not limited naming additional insureds. <br /> <br />13. Notices. All notices herein required shall be in writing and shall be sent by certified or <br />registered mail, postage prepaid, addressed as follows: <br /> <br />To Consultant: Prime Time Entertainment To City: City Manager <br />2430 Research Drive City of Pleasanton <br />Livermore, CA 94550 P.O. Box 520 <br />Pleasanton, CA 94566 <br /> <br />14. Conformance to Applicable Laws. Consultant shall comply with all applicable Federal, State, <br />and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of <br />persons or in the provision of services under this Agreement on the basis of any legally protected <br />classification, including race, color, national origin, ancestry, sex or religion of such person. <br /> <br />15. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and <br />prior to the Consultant’s engaging in any operation or activity set forth in this Agreement, <br />Consultant shall obtain a City of Pleasanton business license, which must be kept in effect during <br />the term of this Agreement. Consultant covenants that it has obtained all certificates, licenses, <br />permits and the like required to perform the services under this Agreement. <br /> <br />16. Records and Audits. Consultant shall maintain all records regarding this Agreement and the <br />services performed for a period of three years from the date that final payment is made. At any <br />time during normal business hours, the records shall be made available to the City to inspect and <br />audit. <br /> <br />17. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized <br />disclosure and use of City reports, information or conclusions. <br /> <br />18. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no <br />financial interest with any official, employee or other representative of the City. Consultant and its <br />principals do not have any financial interest in real property, sources of income or investment that <br />would be affected in any manner of degree by the performance of Consultant’s services under this <br />Agreement. If such an interest arises, Consultant will immediately notify the City. <br /> <br />19. Waiver. In the event either City or Consultant at any time waive any breach of this Agreement <br />by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this <br />Agreement, whether of the same or of any other covenant, condition or obligation. <br /> <br />20. Governing Law. California law shall govern any legal action pursuant to this Agreement with <br />venue in the applicable court or forum for Alameda County. <br /> <br />Page 48 of 52