Laserfiche WebLink
only, and in no event shall Consultant 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. Consultant <br /> shall have no authority, express or implied, to act on behalf of City in any capacity <br /> whatsoever as an agent, nor shall Consultant have any authority, express or implied, to <br /> bind City to any obligation. <br /> 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 Consultant'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 project related data, <br /> design calculations, drawings, specifications, reports, estimates, summaries and such <br /> other information and materials as may have been accumulated by Consultant in <br /> performing the Services. Consultant shall be compensated on a pro-rata basis for Services <br /> 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 /> 8.7 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 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 /> 8.8 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California. <br /> 89 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 /> IAca%djm\Agreemems\MSW Cemetery Service Fee study 3.31.16.doc 5 <br />