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9.Notices. All notices, demands, requests or approvals to be given under this Agreement shall be <br />given in writing and conclusively shall be deemed served when delivered personally or on the <br />second business day after the deposit thereof in the United States Mail, postage prepaid, registered <br />or certified, addressed as hereinafter provided. <br />To Contractor: DPI, Inc. To City: City Manager <br /> City of Pleasanton <br /> P.O. Box 520 5942 Las Positas Rd. <br />Livermore, CA 94551 Pleasanton, CA 94566 <br />10.Conflict of Interest. In accepting this Agreement, Contractor covenants that it presently has no <br />interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would <br />conflict in any manner or degree with the performance of this Agreement. Contractor further <br />covenants that, in the performance of this Agreement, it will not employ any person having such <br />an interest. Contractor certifies that no City officer, employee, or authorized representative has <br />any financial interest in the business of Contractor and that no person associated with Contractor <br />has any interest, direct or indirect, which could conflict with the faithful performance of this <br />Agreement. Contractor agrees to advise City if any conflicts arise. <br />11.Miscellaneous Provisions. <br />a.City may terminate this Agreement at any time by mailing a notice to Contractor. Contractor <br />shall be paid for that portion of work or services already completed by Contractor as approved <br />by City. <br />b. Contractor acknowledges that time is of the essence regarding the performance of this <br />Agreement. <br />c.Contractor shall not assign or transfer this Agreement. <br />d.If either City or Contractor waives a breach of this Agreement, such waiver shall not constitute <br />a waiver of other or succeeding breaches of this Agreement. <br />e.This Agreement constitutes the entire understanding of the parties. <br />f.This Agreement may only be modified by a writing signed by the authorized representative of <br />both parties. <br />g.Contractor covenants that it has obtained and will keep in effect during the term of the <br />Agreement all certificates, licenses, including a City Business License, permits or the like <br />required by any federal, state or local regulatory agency in order to perform the work under <br />this Agreement. <br />h.Contractor shall comply with all federal, state and local laws, regulations and rules, including <br />but not limited to applicable safety and environmental laws. Contractor shall bear full and <br />exclusive responsibility for any release of hazardous or non-hazardous substances and disposal <br />of hazardous wastes. <br />i.The Contractor will permit the City to audit, examine and make copies of all contracts, <br />invoices, payrolls and other documents or data relating to this Agreement. Such records shall <br />be maintained for three years from the date of final payment under this Agreement. <br />j.This Agreement may be executed in multiple counterparts, each of which shall be an original <br />and all of which together shall constitute one agreement. Counterparts may be delivered via <br />Page 137 of 264