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8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other <br /> documents developed by Consultant in connection with its performance of the Services, <br /> and any copyright interest in such documents, shall become the property of City and shall <br /> be delivered to City upon completion of the Services, or upon the request of City. Any <br /> reuse of such documents,and any use of incomplete documents,shall be at City's sole risk. <br /> 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall <br /> perform the Services as an independent contractor. Neither City nor its agents shall have <br /> control over the conduct of Consultant or Consultant's employees, except as herein set <br /> forth.Consultant shall supply all necessary tools and instrumentalities required to perform <br /> the Services. Assigned personnel employed by Consultant are for its account only, and in <br /> no event shall Consultant or personnel retained by it be deemed to have been employed by <br /> City or engaged by City for the account of, or on behalf of City. Consultant shall have no <br /> authority, express or implied, to act on behalf of City in any capacity whatsoever as an <br /> agent, nor shall Consultant have any authority, express or implied, to bind City to any <br /> obligation. <br /> 8,5 Unless earlier terminated as provided for below,this Agreement shall terminate on January <br /> 18, 2417. This Agreement may be terminated by City, in its sole discretion, by providing <br /> not less than five (5) days prior written notice to Consultant of City's intent to terminate. <br /> Upon receipt of a termination notice, Consultant shall immediately discontinue its <br /> provision of the Services and, within five (5) days of the date of the termination notice, <br /> deliver or otherwise make available to City,copies(in both hard copy and electronic form, <br /> where applicable) of project related data, design calculations, drawings, specifications, <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 Consultant <br /> pursuant to this Agreement. Such books shall be available at reasonable times for <br /> 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 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 /> Consultant. <br /> I%ca1djm\AgrccmenLARcliancc Communications-Websile DeSign 5 17 16 docs <br /> 5 <br />