CITY COUNCIL REGULAR MEETING AGENDA PACKET

ATTACHMENT 1 5 (8) PAYMENTS. (a) The City Finance Director is authorized to establish a mutually acceptable schedule for partial payments or advances to the Association based on anticipated revenues. (b) If any provision stated herein is not satisfied by the Association, the City reserves the right to withhold payment to the Association, and if necessary, to take action to terminate this Agreement. (9) INDEPENDENT AUDIT. The Association shall employ, at its sole expense, the services of a qualified independent Certified Public Accountant who shall annually examine the books, records, inventories and reports of the Association and its officers and employees who receive, handle, or disburse finds obtained by the Association from City pursuant to this Agreement. A review may be performed, (rather than a full audit), provided that every fifth year a full audit shall be performed. The first full audit shall be performed for the year ending December 31, 2024. The City Finance Director shall request a full audit, however, whenever it is deemed necessary. A copy of such review/audit shall be submitted by June 30 of each year to the City Economic Development Manager and City Finance Director. (10) SPECIAL EVENTS AND STREET CLOSURES. Special events can be of mutual benefit to the community at large and to the Association, but too many special events can become a burden for downtown residents and surrounding property owners. To continue the cooperative working relationship between the Association and its surrounding neighbors, street closures by the Association will be limited to no more than five, not to include the farmers market or Concerts in the Park. Events co-sponsored by the City or City approved street closures for other organizations are not included in this limitation. Promotion companies may be used for special events as long as the use of the promoter continues to be mutually acceptable to the City and the Association. (11) ENFORCEMENT. The City will pursue collection of past due charges to the Downtown Pleasanton Business Improvement District. The Association will cooperate with the City in the collection of any past due charges. (12) INDEMNIFY AND HOLD HARMLESS. The Association shall defend, indemnify, and hold harmless, the City and its officers, and employees from and against all claims, losses, damage, injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of the Association in the performance of its services under this Agreement, regardless of whether the City has reviewed and/or approved the services which have given rise to the claim, loss, damage, injury or liability for damages. (13) INSURANCE. During the term of this Agreement, Association shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best’s rating of no less than A:VII. Association shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the Association’s policies: Page 19 of 399