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84 Consultant is for all purposes under this Agreement an independent contractor and shall <br /> perform the Services as an independent contractor. Neither City nor its agents shall have <br /> control over the conduct of Consultant or Consultant's employees, except as herein set <br /> forth Consultant shall supply all necessary tools and instrumentalities required to <br /> perform the Services Assigned personnel employed by Consultant are for its account <br /> only, and in no event shall Consultant or personnel retained by it be deemed to have been <br /> employed by City or engaged by City for the account of, or on behalf of City Consultant <br /> shall have no authority, express or implied, to act on behalf of City in any capacity <br /> whatsoever as an agent, nor shall Consultant have any authority, express or implied, to <br /> bind City to any obligation <br /> 85 Unless earlier terminated as provided for below, this Agreement shall terminate on June <br /> 30, 2020, or on June 30, 2021 if City exercises its option for a Renewal Term. This <br /> Agreement may be ternimated by City, in its sole discretion, by providing not less than <br /> five (5) days prior written notice to Consultant (delivered by certified mail, return receipt <br /> requested) of City's intent to terminate If this Agreement is terminated by City, an <br /> adjustment to Consultant's compensation shall be made, but (1) no amount shall be <br /> allowed for anticipated profit or unperformed Services, and (2) any payment due <br /> Consultant at the time of termination may be adjusted to the extent of any additional costs <br /> to City occasioned by any default by Consultant Upon receipt of a termination notice, <br /> Consultant shall immediately discontinue its provision of the Services and,within five (5) <br /> days of the date of the termination notice, deliver or otherwise make available to City, <br /> copies (in both hard copy and electronic form, where applicable) of project related data, <br /> design calculations, drawings, specifications, reports, estimates, summaries and such <br /> other information and materials as may have been accumulated by Consultant in <br /> performing the Services Consultant shall be compensated on a pro-rata basis for Services <br /> completed up to the date of termination <br /> 86 Consultant 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 /> Consultant pursuant to this Agreement Such books shall be available at reasonable times <br /> for examination by City at the office of Consultant <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, an <br /> amendment to this Agreement shall be in writing, approved by City and signed by City <br /> and Consultant <br /> 88 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California <br /> 5 <br />