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9. Notices. All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. To Contractor: To City: City Manager City of Pleasanton P.O. Box 520 Pleasanton, CA 94566 10. Miscellaneous Provisions. a. Either Party may terminate this Agreement at any time with a 30 day written notice to the other Party. If the Agreement is so terminated, 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 may only be modified by a writing signed by the authorized representative of both parties. f. Contractor covenants that it has obtained and shall 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. g. 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 to the extent of its negligent acts or omissions. h. Contractor shall 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. Additionally,the City agrees that its audit privileges shall (a)not extend to the composition of any rates charged by Contractor except for agreed upon third party pass-through charges, and(b) require that any compensation adjustments resulting from an audit be based on a dollar-for-dollar review of the records, and not be means of sampling and/or extrapolation. i. 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. Page 4 of 5