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a. City may terminate this Agreement at any time by mailing a notice to Contractor. Contractor <br /> will 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 will not assign or transfer this Agreement. <br /> d. If either City or Contractor waives a breach of this Agreement, such waiver will not <br /> constitute 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 <br /> of 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 will comply with all federal, state and local laws, regulations and rules, including <br /> but not limited to applicable safety and environmental laws. Contractor will bear full and <br /> exclusive responsibility for any release of hazardous or non-hazardous substances and <br /> disposal 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 will <br /> be maintained for three years from the date of final payment under this Agreement. <br /> j. This Agreement will be governed by the laws of the State of California, with venue for any <br /> action under this Agreement in Alameda County, California. <br /> Standard Service Agreement <br /> Page 5 of 6 <br />