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8.3 Consultant is for all purposes under this Agreement an independent contractor and shall <br />perform the Services as an independent contractor. Neither City nor any its agents shall <br />have control over the conduct of Consultant or Consultant's employees, except as herein <br />set forth. Consultant shall supply all necessary tools and instrumentalities required to <br />perform the Services. Assigned personnel employed by Consultant are for its account <br />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 />5 <br />Bono Vemon FY22-0216.doc-msv2 <br />