|
If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the
<br />expense, Service Provider acknowledges that the City retains the option not to reimburse Service
<br />Provider. Eligible expenses shall not exceed $0.00.
<br />D. Total compensation, including all services and expenses, shall not exceed a maximum of $3,900.00
<br />plus applicable taxes.
<br />E. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of the
<br />City in performance of its work, the City may, in addition to any other remedy, withhold from any
<br />payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of
<br />correcting, re -procuring, or remedying any damage caused by Service Provider's conduct.
<br />5. Termination of Contract. City reserves the right to terminate this Agreement at any time by
<br />sending written notice of termination to Service Provider ("Notice"). The Notice shall specify a
<br />termination date ("Termination Date") at least fourteen (14) days after the date the Notice is issued. The
<br />Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by Service Provider
<br />(whether by fax, mail, delivery or other method reasonably calculated to be received by Service Provider
<br />in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice
<br />Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner.
<br />Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed
<br />for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments
<br />previously made; and (b) those hours worked and Eligible Expenses incurred after the Notice Date, but
<br />prior to the Termination Date, that were reasonably necessary to terminate the Work in an orderly
<br />manner. Notices under this Section 7 shall be sent by the United States Mail to Service Provider's
<br />address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by
<br />delivery. In addition, Notices may also be sent by any other method reasonably believed to provide
<br />Service Provider actual notice in a timely manner, such as fax. The City does not by this Section 7 waive,
<br />release, or forego any legal remedy for any violation, breach, or non-performance of any of the provision
<br />of this Agreement. At its sole option, City may deduct from the final payment due Service Provider (a)
<br />any damages, expenses or costs arising out of any such violations, breaches, or non-performance and (b)
<br />any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or
<br />work done following the effective date of termination unless authorized in writing by the City before the
<br />expenses are incurred or the work is done.
<br />6. Changes. The City may, from time to time, unilaterally decrease the scope of the services of
<br />Service Provider to be performed hereunder. Such decrease in the scope of work (and resulting decrease
<br />in compensation), shall: (a) be made only in writing and signed by an authorized City representative, (b)
<br />be explicitly identified as such and (c) become a part of this Agreement.
<br />7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work
<br />without the express, prior written consent of the City.
<br />8. Indemnification.
<br />A. Service Provider will defend and indemnify and save harmless the City from any and all Claims
<br />arising out of, in connection with, or incident to any acts, errors, omissions, or conduct by Service
<br />Provider relating to, or arising out of its performance of, this Agreement. Service Provider will defend
<br />and indemnify the City whether a Claim is asserted directly against the City, or whether a Claim is
<br />asserted indirectly against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. The amount of insurance obtained by, obtainable by, or required
<br />Page 2
<br />(Form Approved by City Attorney's Office January 1, 2010, updated January 6, 2022)
<br />
|