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10. Miscellaneous Provisions. <br /> a. City may terminate this Agreement at any time by mailing a notice to <br /> Contractor. Contractor shall be paid for that portion of work or services already completed by <br /> Contractor as approved by City. <br /> b. Contractor acknowledges that time is of the essence regarding the <br /> performance of this 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 <br /> shall not constitute a waiver of other or succeeding breaches of this Agreement. <br /> e. This Agreement constitutes the entire understanding of the parties. <br /> £ This Agreement may only be modified by a writing signed by the authorized <br /> representative of both parties. <br /> g. Contractor covenants that it has obtained and will keep in effect during the <br /> term of the Agreement all certificates, licenses, including a City Business License, permits or the <br /> like required by any federal, state or local regulatory agency in order to perform the work under this <br /> Agreement. <br /> h. Contractor shall comply with all federal, state and local laws, regulations and <br /> rules, including but not limited to applicable safety and environmental laws. Contractor shall bear full <br /> and exclusive responsibility for any release of hazardous or non-hazardous substances and disposal of <br /> hazardous wastes. <br /> i. The Contractor will permit the City to audit, examine and make copies of all <br /> contracts, invoices, payrolls and other documents or data relating to this Agreement. Such records <br /> shall be maintained for three years from the date of final payment under this Agreement. <br /> j. This Agreement shall be governed by the laws of the State of California, with <br /> venue for any action under this Agreement in Alameda County, California. <br /> Page 4 of 16 <br />