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<br />Energy Services Agreement 9 04/21/2026
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<br />26. INDEPENDENT CONTRACTOR. ESCO is an independent contractor, and no agency or
<br />employment relationship is created by the execution of this Agreement.
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<br />27. AMENDMENT. This Agreement shall not be amended except in a writing signed by the CITY and
<br />ESCO.
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<br />28. MERGER CLAUSE. This Agreement, together with its exhibits or other documents described or
<br />incorporated herein, if any, constitutes the entire agreement and understanding of the CITY and
<br />ESCO concerning the subject of this Agreement and supersedes and replaces all prior
<br />negotiations, understandings, or proposed agreements, written or oral, except as otherwise
<br />provided herein. In the event of any conflict between the provisions of this Agreement and any of
<br />its exhibits or related documents, if any, the provisions of this Agreement shall prevail.
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<br />29. ANTI-WAIVER CLAUSE. None of the provisions of this Agreement shall be waived by the CITY
<br />because of previous failure to insist upon strict performance, nor shall any provision be waived
<br />because any other provision has been waived by the CITY, in whole or in part.
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<br />30. SEVERABILITY. This Agreement shall be performed and shall be enforceable to the full extent
<br />allowed by applicable law, and the illegality, invalidity, waiver, or unenforceability of any provision
<br />of this Agreement shall not affect the legality, validity, applicability, or enforceability of the
<br />remaining provisions of this Agreement.
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<br />31. GOVERNING LAW. This Agreement and all rights and obligations arising out of it shall be
<br />construed in accordance with the laws of the State of California. Venue for any action arising from
<br />this Agreement shall be conducted only in the state or federal courts of Alameda County,
<br />California.
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<br />32. COUNTERPARTS. This Agreement may be executed on separate counterparts, each of which
<br />shall be an original and all of which taken together shall constitute one and the same instrument.
<br />Delivery of an executed signature page of this Agreement by electronic means, including an
<br />attachment to an email, shall be effective as delivery of an executed original. The Agreement on
<br />file with the City is the copy of the Agreement that shall take precedence if any differences exist
<br />between or among copies or counterparts of the Agreement.
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<br />33. PROVISIONS CUMULATIVE. The foregoing provisions are cumulative to, in addition to, and not
<br />in limitation of any other rights or remedies available to the CITY.
<br />34. NOTICE. Any statements, communications, or notices to be provided pursuant to this Agreement
<br />shall be sent to the attention of the persons indicated herein, and the CITY and ESCO shall promptly
<br />provide the other Party with notice of any changes to such contact information.
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<br />35. BUSINESS LICENSE. ESCO shall obtain a City of Pleasanton Business License prior to
<br />execution of this Agreement and shall maintain such Business License throughout the term of this
<br />Agreement.
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<br /> 36. COMPLIANCE WITH LAWS, PERMITS, AND LICENSES . ESCO shall keep itself informed of and
<br />comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations,
<br />rules, and other legal requirements in effect during the term of this Agreement. ESCO shall obtain
<br />any and all permits, licenses, and other authorizations necessary to perform the Services. Neither
<br />the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the
<br />CITY, shall be liable, at law or in equity, as a result of any failure of ESCO to comply with this
<br />section.
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<br />Docusign Envelope ID: 2FACAA06-C000-8E3B-8363-DD2D556A0D51Docusign Envelope ID: 8C132635-A597-8F5D-8082-3EB7B8AE19BF
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