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a. City may terminate this Agreement at any time by mailing a notice to Contractor. Contractor shall be paid for that portion of work or services already completed by Contractor as approved by City. b. Contractor acknowledges that time is of the essence regarding the performance of this Agreement. c. Contractor shall not assign or transfer this Agreement. d. If either City or Contractor 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. Contractor 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. Contractor shall comply with all federal, state and local laws, regulations and rules, including but not limited to applicable safety and environmental laws.Contractor shall bear full and exclusive responsibility for any release of hazardous or non-hazardous substances and disposal of hazardous wastes. i. The Contractor 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 (3) 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. k. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile,electronic mail(including pdf or any electronic signature complying with U.S.federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. With respect to signatures delivered via facsimile or electronically,Contractor shall deliver its original wet ink signature to the City within thirty(30) days following Contractor's original delivery via facsimile, electronic mail, or other transmission method, provided that failure to deliver such original ink signature shall not affect the validity of the electronic signatures that were delivered. 51Page