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NPS-2.2 (M6l20) <br />assignment or attempted assignment xNdthout such prior written consent may, in the sole <br />discretion of City, results in City's immediate termination of this Agreement. <br />8.3 Contractor is for all purposes under this A;-reenrent an independent contractor and shall <br />perform the Services as an independent contractor. Neither City nor any of its agents shall <br />have control over the conduct of Contractor or Contractor's employees, except as herein <br />set forth. Contractor shall supply all necessary tools and instrumentalities required to <br />perform the Services. Assigned personnel employed by Contractor are for its account only, <br />and in no event shall Contractor 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. Contractor <br />shall have no authority, express or implied, to act on behalf of City in any capacity <br />whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind <br />City to any obligation. <br />8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less <br />than five (5) days prior written notice to Contractor of City's intent to tenninate. If this <br />Agreement is terminated by City, an adjustment to Contractor's compensation shall be <br />made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, <br />and (ii) any payment due Contractor at the time of termination may be adjusted to the extent <br />of any additional costs to City occasioned by any default by Contractor. upon receipt of a <br />------ . _ termination notice, Contractor shall immediateiy_discontilue its provision of the Services <br />and, -Mthin 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 accurnulated by <br />Contractor in perfonning the Services. Contractor shall be compensated on a pro-rata basis <br />for Services completed up to the date of termination. <br />8.5 Contractor shall maintain books, ledgers, invoices, accounts and other- records and <br />zD <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 lave, 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 />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 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 A citing, approved by City and signed by City and <br />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 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 />5 <br />LAa,djmNAereemenWBC2 Environni niai Aereement.NPS-2.2.docx 4.10.20.docx.jn <br />