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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 />facsimile, electronic mail (including pdf or any electronic signature complying with U.S. <br />federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic <br />Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other <br />transmission method, and any counterpart so delivered shall be deemed to have been duly and <br />validly delivered and be valid and effective for all purposes. <br />k.This Agreement shall be governed by the laws of the State of California, with venue for any <br />action under this Agreement in Alameda County, California. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above <br />written. <br />CITY OF PLEASANTON CONTRACTOR <br />_____________________________ By: __________________________ <br />Gerry Beaudin, City Manager Signature <br />Docusign Envelope ID: B9618565-BBBC-47CC-A1B3-5212ACCDFCAD