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To Consultant: To City: City Manager City of Pleasanton 123 Main Street Pleasanton, CA 94566 11. Miscellaneous Provisions. a. City may terminate this Agreement at any time by mailing a notice to Consultant. Consultant shall be paid for that portion of services already completed by Consultant as approved by City. b. Consultant shall perform its services as expeditiously as is consistent with standard of care and the orderly progress of the Project acknowledges that time is of the essence regarding the performance of services under this Agreement. c. Consultant shall not assign or transfer this Agreement. d. If either City or Consultant waives a breach of this Agreement, such waiver shall not constitute a waiver of other or succeeding breaches of this Agreement. e. This Agreement constitutes the entire understanding of the parties. f. This Agreement may only be modified by a writing signed by the authorized representative of both parties. g. Consultant covenants that it has obtained and will keep in effect during the term of the Agreement 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 Agreement. h. Consultant shall comply with all federal, state and local laws, regulations and rules, including but not limited to applicable safety and environmental laws. i. The Consultant will permit the City to audit, examine and make copies of all contracts, invoices, payrolls and other documents or data relating to this Agreement. Such records shall be maintained for three years from the date of final payment under this Agreement. j. This Agreement shall be governed by the laws of the State of California, with venue for any action under this Agreement in Alameda County,California. Perkins Eastman Architects,DPC 2018-2021 Architectural On Call Page 5 of 6