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auditing responsibilities for this Agreement will have access to any books, documents, papers and records of the Consultant which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, copying and transcriptions as is allowed by the applicable law. The City will have the same right of access for a period of three years following the completion of the Consultant's services. 5.3 The Consultant will furnish to the City at such time and in such form as the City may require, financial statements including audited financial statements, records, reports, data and information, as the City may request pertaining to the matters covered by this Agreement. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 All documents prepared by Consultant in connection with this Agreement are the property of the City whether any project related to this Agreement is executed or not. The City agrees such documents are not intended or represented to be suitable for reuse for another project by the City or others. Any such reuse by the City or those who obtained said documents from the City without written verification or adaptation by the Consultant will be without liability or legal exposure to the Consultant. 6.2 The Consultant will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years except in the event that the Consultant goes out of business during that period, it will turn over, to the City, all of its records relating to the Project for retention by the City. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Consultant's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 7.2 or 7.3 below. The Consultant agrees to use its best efforts to complete its services in a timely manner, consistent with normal and customary practices, such that all performable duties over which Consultant has control will be performed in accordance with the approved milestone schedule included in this Agreement as Attachment B or within 365 calendar days following execution of this Agreement, whichever is earlier and contingent upon the current proposed Project alignment. The City may agree to a revised completion date if it changes the Project alignment or if another event occurs necessitating a completion date revision. 7.2 This Agreement may be terminated by either party upon 15 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 7.3 The City may terminate this Agreement for convenience and without cause upon at least 15 calendar days prior written notice to the Consultant. 7.4 In the event of termination as provided in this Article, the City will compensate the HDR- Victory Gardens Acquisition —North Phase 4/25/11 7