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85 Unless earlier terminated as provided for below, this Agreement shall terminate upon <br /> completion and acceptance of the Services by City, provided, however, this Agreement <br /> may be terminated by City, in its sole discretion, by providing not less than ten (10) days <br /> prior written notice to Contractor of City's intent to terminate If this Agreement is <br /> terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no <br /> amount shall be allowed for anticipated profit or unperformed Services, and (2) any <br /> payment due Contractor at the time of termination may be adjusted to the extent of any <br /> additional costs to City occasioned by any default by Contractor Upon receipt of a <br /> termination notice, Contractor shall immediately discontinue its provision of the Services <br /> and, within five (5) days of the date of the termination notice, deliver or otherwise make <br /> available to City, copies (in both hard copy and electronic form, where applicable) of <br /> project related data, drawings, specifications, reports, summaries and such other <br /> information and materials as may have been accumulated by Contractor in performing the <br /> Services Contractor shall be compensated on a pro-rata basis for Services completed up to <br /> the date of termination <br /> 86 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 Contractor <br /> pursuant to this Agreement Such books shall be available at reasonable times for <br /> examination by City at the office of Contractor <br /> 87 This Agreement, including the Exhibits incorporated herein by reference, represents the <br /> entire agreement and understanding between the Parties as to the matters contained herein, <br /> and any prior negotiations,written proposals or verbal agreements relating to such matters <br /> are superseded by this Agreement Except as otherwise provided for herein, any 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 and <br /> Contractor <br /> 8 8 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California <br /> 5 <br /> 11ca1djm\Agreements\Cahforma Agri Control,2017 dacx <br />