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NPS-2.1 (8.22) <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 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matters are superseded by this Agreement.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 Contractor. <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. <br />IN WITNESS WHEREOF, duly authorized representatives of City and, Contractor have signed <br />in confirmation of this Agreement. <br />CITY OF REDLANDS <br />Eddie Tejeda, Mayor <br />A I-! EST: <br />ka ine Donaldson, City Clerk <br />5 <br />I:lcmolAgreements\Executive Facilities Services, Inc FY22-0258.docx-jm <br />EXECUTIVE FACILITIES SERVICES, <br />INC. <br />By:--��� <br />Jim Ferraro, Owner <br />