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8.5 Unless earlier tenninated as provided for below, this Agreement shall tenninate upon <br /> completion and acceptance of the Services by City; provided, however, this Agreement <br /> may be tenninated by City, in its sole discretion, by providing not less than ten (10) days <br /> prior written notice to Contractor (delivered by certified mail, return receipt requested) of <br /> City's intent to terminate. If this Agreement is tenninated by City, an adjustment to <br /> Contractor's compensation shall be made, but (1) no amount shall be allowed for <br /> anticipated profit or unperfonned Services, and (2) any payment due Contractor at the <br /> time of tennination may be adjusted to the extent of any additional costs to City <br /> occasioned by any default by Contractor. Upon receipt of a tennination notice, Contractor <br /> shall immediately discontinue its provision of the Services and, within five (5) days of <br /> the date of the termination notice, deliver or otherwise make available to City, copies (in <br /> both hard copy and electronic form, where applicable) of project related data, drawings, <br /> specifications, reports, summaries and such other information and materials as may have <br /> been accumulated by Contractor in performing the Services. Contractor shall be <br /> compensated on a pro-rata basis for Services completed up to the date of termination. <br /> 8.6 Contractor shall maintain books, ledgers, invoices, accounts and other records and <br /> documents evidencing costs and expenses related to the Services for a period of three (3) <br /> years, or for any longer period required by law, from the date of final payment to <br /> Contractor pursuant to this Agreement. Such books shall be available at reasonable times <br /> for examination by City at the office of Contractor. <br /> 8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the <br /> entire agreement and understanding between the Parties as to the matters contained <br /> herein, and any prior negotiations, written proposals or verbal agreements relating to such <br /> matters are superseded by this Agreement. Except as otherwise provided for herein, any <br /> amendment to this Agreement shall be in writing, approved by City and signed by City <br /> and Contractor. <br /> 8.8 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California. <br /> 1:ca djnrAgreeinent'TLC Landscape 10.3.15.doe <br />