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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, summanes 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 />8 5 Contractor shall mamtam books, ledgers, invoices, accounts and other records and <br />documents evidencmg costs and expenses related to the Services for a penod of three (3) <br />years, or for any longer penod 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 />exammation by City at the office of Contractor <br />8 6 This Agreement, including the Exhibits incorporated herem by reference, represents the <br />entire agreement and understanding between the Parties as to the matters contained herem, <br />and any prior negotiations, wntten proposals or verbal agreements relating to such matters <br />are superseded by this Agreement Except as otherwise provided for herem, any <br />amendment to this Agreement shall be m wntmg, 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 contamed in this Agreement <br />is declared mvalid, 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 invandate the remaining sentences, clauses, paragraphs or sections contained <br />herein, unless to do so would deprave a Party of a material benefit of its bargain under this <br />Agreement <br />IN WITNESS WHEREOF, duly authonzed representatives of City and Contractor have <br />signed in confirmation of this Agreement <br />GENESIS STAFFING FIRM <br />By. c�X/ /�`� By <br />Paul T Barich, Mayor <br />ATTEST <br />le Donaldson, City Clerk <br />Pe rl Bluitt, Owner <br />5 <br />L \ca\djm\Agreements\Genesis Staffing Firm Agreement.NPS-2 1 FY21-0076.docx.in <br />