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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$21,845.
<br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of$21,845.
<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 manner.
<br /> Notices under this Section 7 shall be sent by the United States Mail to Service Provider's address
<br /> provided herein,postage prepaid,certified or registered mail,return receipt requested, or by delivery. In
<br /> addition,Notices may also be sent by any other method reasonably believed to provide Service Provider
<br /> actual notice in a timely manner, such as fax. The City does not by this Section 7 waive,release, or
<br /> forego any legal remedy for any violation,breach, or non-performance of any of the provision of this
<br /> Agreement. At its sole option, City may deduct from the final payment due Service Provider(a)any
<br /> damages, expenses or costs arising out of any such violations,breaches, or non-performance and(b)any
<br /> other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or work
<br /> 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 Service
<br /> Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease in
<br /> compensation), shall: (a)be made only in writing and signed by an authorized City representative, (b)be
<br /> 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
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<br /> (Form Approved by City Attorney's Office January 1, 2010, updated January 6, 2022)
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