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entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
<br />house counsel by a Party.
<br />8.3 Provider shall not assign any of the Services, except with the prior written approval of City
<br />and in strict compliance with the terms and conditions of this Agreement. Any assignment
<br />or attempted assignment without such prior written consent may, in the sole discretion of
<br />City, results in City's immediate termination of this Agreement.
<br />8.4 Provider is for all purposes under this Agreement an independent contractor and shall
<br />perform the Services as an independent contractor. Neither City nor any of its agents shall
<br />have control over the conduct of Provider or Provider's employees, except as herein set
<br />forth. Provider shall supply all necessary tools and instrumentalities required to perform
<br />the Services. Assigned personnel employed by Provider are for its account only, and in no
<br />event shall Provider or personnel retained by it be deemed to have been employed by City
<br />or engaged by City for the account of, or on behalf of City. Provider shall have no authority,
<br />express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor
<br />shall Provider have any authority, express or implied, to bind City to any obligation.
<br />8.5 This Agreement may be terminated by either party, in its sole discretion, by providing not
<br />less than thirty (30) days prior written notice to Provider or City of their intent to terminate.
<br />If this Agreement is terminated, an adjustment to Provider's compensation shall be made,
<br />but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2)
<br />any payment due Provider at the time of termination may be adjusted to the extent of any
<br />additional costs to City occasioned by any default by Provider. Upon receipt of a
<br />termination notice, Provider 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, summaries and such other
<br />information and materials as may have been accumulated by Provider in performing the
<br />Services. Provider shall be compensated on a pro-rata basis for Services completed up to
<br />the date of termination.
<br />8.6 Provider shall maintain books, ledgers, invoices, accounts and other records and documents
<br />evidencing costs and expenses related to the Services for a period of five (5) years, or for
<br />any longer period required by law, from the date of final payment to Provider pursuant to
<br />this Agreement. City shall have the right to review, obtain and copy all records and
<br />supporting documentation pertaining to the performance of Services under the Agreement.
<br />Such books shall be available upon reasonable notice and during normal business hours for
<br />examination, inspecting and copying of records and documentation related to the Services
<br />provided under this Agreement, by City at the office of Provider.
<br />8.7 During the performance of this Agreement, Provider and its employees and subcontractors
<br />shall not unlawfully discriminate, harass, or allow harassment against an employee or
<br />applicant for employment because of sex (gender), sexual orientation, gender identity,
<br />gender expression, race, color, ancestry, religion, creed, national origin, pregnancy,
<br />physical disability, mental disability, medical condition, age, genetic information, marital
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