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NPS-2 1 (08/2/19) <br /> whatsoever as an agent, nor shall Contractor have any authority, express or implied, to <br /> bind City to any obligation <br /> 8 4 This Agreement may be terminated by City, in its sole discretion, by providmg not less <br /> than ten (10) days prior wntten notice to Contractor of City's intent to terminate If this <br /> Agreement is termmated by City, an adjustment to Contractor'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 Contractor at the time of termination may be adjusted to the <br /> extent of any additional costs to City occasioned by any default by Contractor Upon <br /> receipt of a termination notice, Contractor shall immediately discontinue its provision of <br /> the Services and, within five (5) days of the date of the teiiiuination notice, deliver or <br /> otherwise make available to City, copies (in both hard copy and electronic form, where <br /> applicable) of project related data, drawings, specifications, reports, summaries and such <br /> other information and materials as may have been accumulated by Contractor in <br /> performing the Services Contractor shall be compensated on a pro-rata basis for Services <br /> completed up to the date of termination <br /> 8 5 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 6 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 pnor 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 matters are superseded by this Agreement Except as otherwise provided for herein, any 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 wntmg, approved by City and signed by City <br /> and Contractor <br /> 8 7 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California <br /> 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this <br /> Agreement is declared invalid, void or unenforceable by a court of competent <br /> jurisdiction, the same shall be deemed severable from the remainder of this Agreement <br /> and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or <br /> sections contained herein, unless to do so would deprive a Party of a material benefit of <br /> its bargain under this Agreement <br /> 5 <br /> L Icaldjm\Agreements\C&V Equipment Agreement.NPS 2 1.n.doc <br />