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have control over the conduct of Subrecipient or Subrecipient's employees, except as
<br />herein set forth. Subrecipient shall supply all necessary tools and instrumentalities required
<br />to perform the Services. Assigned personnel employed by Subrecipient are for its account
<br />only, and in no event shall Subrecipient 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. Subrecipient
<br />shall have no authority, express or implied, to act on behalf of City in any capacity
<br />whatsoever as an agent, nor shall Subrecipient have any authority, express or implied, to
<br />bind City to any obligation.
<br />8.5 This Agreement may be terminated by City, in its sole discretion, by providing not less
<br />than ten (10) days prior written notice to Subrecipient of City's intent to terminate. If this
<br />Agreement is terminated by City, an adjustment to Subrecipient'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 Subrecipient at the time of termination may be adjusted to the
<br />extent of any additional costs to City occasioned by any default by Subrecipient. Upon
<br />receipt of a termination notice, Subrecipient 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, drawings, specifications, reports, summaries and such
<br />other information and materials as may have been accumulated by Subrecipient in
<br />performing the Services. Subrecipient shall be compensated on a pro-rata basis for Services
<br />completed up to the date of termination.
<br />8.6 This Agreement is valid and enforceable only if sufficient funds are made available from
<br />the State of California by legislative appropriation to continue funding the ERF-3-R Grant.
<br />If the ERF-3-R Grant funding is not appropriated by the Legislature or the ERF-3-R Grant
<br />is terminated or cancelled, the City may terminate this Agreement pursuant to Section 8.4.
<br />8.7 Subrecipient shall maintain books, ledgers, invoices, accounts and other records and
<br />documents evidencing costs and expenses related to the Services for a minimum period of
<br />five (5) years, or for any longer period required by law, from the date of final payment to
<br />Subrecipient pursuant to this Agreement. City shall have the right to review, obtain and
<br />copy all records and supporting documentation pertaining to the performance of Services
<br />under the Agreement. Such books shall be available upon reasonable notice and during
<br />normal business hours for examination, inspecting and copying of records and
<br />documentation related to the Services provided under this Agreement, by City at the office
<br />of Subrecipient. If any litigation, claim, negotiation, audit, monitoring, inspection, or other
<br />action has commenced before the expiration of the required record retention period, all
<br />records must be retained until completion of the action and resolution of all issues which
<br />arise from it.
<br />8.8 During the performance of this Agreement, Subrecipient and its employees and
<br />subcontractors shall not unlawfully discriminate, harass, or allow harassment against an
<br />employee or applicant for employment because of sex (gender), sexual orientation, gender
<br />identity, gender expression, race, color, ancestry, religion, creed, national origin,
<br />pregnancy, physical disability, mental disability, medical condition, age, genetic
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