Laserfiche WebLink
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less <br />than ten (10) days prior written notice to Contractor of City's intent to terminate. If this <br />Agreement is terminated by City, an adjustment to Contractor'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 Contractor at the time of termination may be adjusted to the extent <br />of any additional costs to City occasioned by any default by Contractor. Upon receipt of a <br />termination notice, Contractor 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 Contractor in performing the <br />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- are superseded by this Agreement.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 />5 <br />I:\cmo\Agrcements\Parklronse Tire service, Inc. Agreement FY25-0098.doex-ms <br />