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8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon <br /> completion and acceptance of the Services by City. This Agreement may be terminated <br /> by City, in its sole discretion, by providing not less than five (5) days prior written notice <br /> to Consultant of City's intent to terminate. If this Agreement is terminated by City, an <br /> adjustment to ConsuItant's compensation shall be made, but (1) no amount shall be <br /> allowed for anticipated profit or unperformed Services, and (2) any payment due <br /> Consultant at the time of termination may be adjusted to the extent of any additional costs <br /> to City occasioned by any default by Consultant. Upon receipt of a termination notice, <br /> Consultant shall immediately discontinue its provision of the Services and, within five(5) <br /> days of the date of the termination notice, deliver or otherwise make available to City, <br /> copies (in both hard copy and electronic form, where applicable) of related data, design, <br /> reports, 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 /> 8.6 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 /> 8.7 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 telating 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 matters are superseded by this Agreement.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 /> 8.8 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California. <br /> 8.9 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 /> 1:1ca1djmUgreemen1s\Matrix Consulting Group 2.2016.doc 5 <br />