Laserfiche WebLink
&A-7.2 (12.8.21) <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matters are superseded by this Agreement.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. <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 />IAemo\Agreements\LSA Associates Inc _FnvAgreement_FY25-0027.doc jm <br />