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of said subcontractors, are not and shall not be employees of the City. 10. Default. Should the work be unsatisfactory to the City, or the Contractor delay or refuse to prosecute the work with reasonable diligence as required by the City or abandon the work or otherwise fail to perform its work as agreed, or the Contractor fail to comply with any of the agreements herein to be performed, then this Contract shall be deemed to be in default or breach. The City shall provide Contractor one (1) day written notice of the default or breach by letter, facsimile, or electronic mail. The Contractor shall have 24 hours to cure the default to the satisfaction of the City; or the default cannot be reasonably cured within 24 hours, the Contractor must take all reasonable actions within such 24 -hour period to being to cure the default, and then diligently cure the default with all possible speed. 11. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. No discrimination shall be made by Contractor in the employment of persons to work under this contract because of race, color, national origin, ancestry, sex, or religion of such person. Prior to the City's execution of this Contract and prior to the Contractor engaging in any operation or activity set forth in the Contract, Contractor shall obtain a City of Pleasanton business license. Contractor shall keep the business license in full force and effect during the term of this Contract. 12. Miscellaneous Provisions. a. The City may terminate this Contract without cause provided City gives 30 days written notice to the Contractor at the address stated below. Contractor shall be paid for that portion of work completed. b. Contractor shall not assign or transfer this Contract, unless approved in advance by the City. c. If either City or Contractor waive a breach of this Contract, such waiver shall not constitute a waiver of other or succeeding breaches of this Contract. d. This Contract constitutes the entire understanding of the parties. e. This Contract may only be modified by a writing signed by the authorized representatives of both parties. f. Contractor covenants that it has obtained all certificates, licenses, including a City Business License, permits or the like required by any federal, state, or local regulatory agency in order to perform the work under this Contract. g. All work performed by Contractor under this Contract shall be in accordance with applicable federal, state, and local requirements, including but not limited to environmental laws and laws regarding the disposal of hazardous wastes. h. The Contractor will permit the City to audit, examine, and make copies of all contracts, invoices, payrolls and other documents to data relating to this Contract. Such records shall be maintained for three years from the date of final payment under this Contract. i. In the event of any action or lawsuit, the prevailing party shall be entitled to payment of all costs including attorneys' fees. j. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows: To Contractor: Terra Landscape 463 Roland Way Oakland, CA 94621 To City: Parks Superintendent City of Pleasanton P.O. Box 520 Pleasanton, CA 94566