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c) The terms "hereof", "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and includes all prior negotIatIOns, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in RFP No. 10-07-01 and any associated addenda and attachments thereof, and render full and prompt cooperation with the City in all aspects of the services performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work and Services that are necessary for the completion of this Contract. All Work and Services shall be accomplished at the direction of and to the satisfaction of the City's Project Manager. e) The Contractor acknowledges that the City shall be responsible for making all policy decisions regarding RFP No. 10-07-01 and any associated addenda and attachments thereof. The Contractor agrees to implement any and all changes in providing Services hereunder as a result of a policy change implemented by the City. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the City with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 5. CONTRACT TERM AND TIME FOR COMPLETION The Contract shall become effective on , 2010 and shall be for the duration of three (3) years. The City, at its sole discretion, reserves the right to exercise the option to renew this Contract for additional one-year periods through mutual agreement in writing by all 36