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only, and in no event shall Consultant 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. Consultant
<br />shall have no authority, express or implied, to act on behalf of City in any capacity
<br />whatsoever as an agent, nor shall Consultant 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 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 may be adjusted to the
<br />extent of any additional costs to City occasioned by any default by Consultant. Upon
<br />receipt of a termination notice, Consultant shall immediately discontinue its provision of
<br />the Services and, within five (5) days of the date of the termination notice, deliver or
<br />otherwise make available to City, copies (in both hard copy and electronic form, where
<br />applicable) of project related data, design calculations, drawings, specifications, reports,
<br />estimates, summaries and such other information and materials as may have been
<br />accumulated by Consultant in performing the Services. Consultant shall be compensated
<br />on a pro-rata basis for Services completed up to the date of termination.
<br />8.5 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
<br />Consultant pursuant to this Agreement. Such books shall be available at reasonable times
<br />for examination by City at the office of Consultant.
<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 prior 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matters are superseded by this Agreement.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 writing, approved by City and signed by City
<br />and Consultant.
<br />8.7 This Agreement shall be governed by and construed in accordance with the laws of the
<br />State of California, without regard to its conflicts of laws provisions. The Parties agree
<br />that all actions or proceedings arising in connection with this Agreement shall be tried
<br />and litigated only in the state courts located in San Bernardino County, California, and
<br />the federal courts located in Riverside County, 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.
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