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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 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 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are superseded by this Agreement.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 writing, 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, without regard to its conflicts of laws provisions. The Parties agree that <br />all actions or proceedings arising in connection with this Agreement shall be tried and <br />litigated only in the state courts located in San Bernardino County, California, and the <br />federal courts located in Riverside County, 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 />herein, unless to do so would deprive a Party of a material benefit of its bargain under this <br />Agreement. <br />IN WITNESS WHEREOF, duly authorizes representative of the City and Contractor have signed <br />in confirmation of this Agreement. <br />CITY OF REDLANDS <br />JJ KANE ASSOCIATES, INC. <br />DBA JJ AUCTIONEERS/KEN PORTER <br />AUCTIONS <br />By: By: <br />ddie Tejeda, Mayor <br />ATTEST: <br />e Donaldson, City Clerk <br />Gene Govoreau, Senior Sales Manager <br />5 <br />I:\cmo\Agreements\J.J. Kane Associates, Inc. dba Ken Porter Auctions (Auction Services Agreement) FY23-0115.docx-ms <br />