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EA 7 2 (4118) <br />the Services Assigned personnel employed by Consultant are for its account only, and in <br />no event shall Consultant or personnel retained by it be deemed to have been employed by <br />City or engaged by City for the account of, or on behalf of City Consultant shall have no <br />authority, express or implied, to act on behalf of City in any capacity whatsoever as an <br />agent, nor shall Consultant have any authority, express or implied, to bind City to any <br />obligation. <br />85 This Agreement may be terminated by City, in its sole discretion, by providing not less <br />than five (5) days prior written notice to Consultant of City's intent to terminate If this <br />Agreement is terminated by City, an adjustment to Consultant's compensation shall be <br />made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, <br />and (2) any payment due Consultant at the time of termination maybe adjusted to the extent <br />of any additional costs to City occasioned by any default by Consultant Upon receipt of a <br />termination notice, Consultant 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, design calculations, drawings, specifications, reports, estimates, <br />summaries and such other information and materials as may have been accumulated by <br />Consultant in performing the Services Consultant shall be compensated on a pro -rata basis <br />for Services 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 Consultant <br />pursuant to this Agreement. Such books shall be available at reasonable times for <br />examination by City at the office of Consultant <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are superseded by this Agreement Except as otherwise provided for herein, any 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 />Consultant <br />88 This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. <br />89 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement <br />is declared invalid, void or unenforceable by a court of competent jurisdiction, the same <br />shall be deemed severable from the remainder of this Agreement and shall not affect, <br />impair or invalidate the remaining sentences, clauses, paragraphs or sections contained <br />herein, unless to do so would deprive a Party of a material benefit of its bargain under this <br />Agreement <br />5 <br />L 1caWJmlAgreenents\AGREEMHNT TO PERFORM PROFESSIONAL SERVICES _FIRST CARBON — 1600 ORANGE.docx <br />