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<br />(Form Approved by City Attorney’s Office January 1, 2010, updated December 2, 2022)
<br />expense, Service Provider acknowledges that the City retains the option not to reimburse Service
<br />Provider. Eligible expenses shall not exceed $40,000.00.
<br />D. Total compensation, including all services and expenses, shall not exceed a maximum of
<br />$40,000.00.
<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 email, mail, delivery or other method reasonably calculated to be received by Service
<br />Provider in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the
<br />Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly
<br />manner. Unless terminated for Service Provider’s material breach, Service Provider shall be paid or
<br />reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all
<br />payments previously made; and (b) those hours worked and Eligible Expenses incurred after the Notice
<br />Date, but prior to the Termination Date, that were reasonably necessary to terminate the Work in an
<br />orderly manner. Notices under this Section 7 shall be sent by the United States Mail to Service Provider’s
<br />address provided herein, postage prepaid, or by delivery. In addition, Notices may also be sent by any
<br />other method reasonably believed to provide Service Provider actual notice in a timely manner, such as
<br />email. The City does not by this Section 7 waive, release, or forego any legal remedy for any violation,
<br />breach, or non-performance of any of the provision of this Agreement. At its sole option, and without
<br />limitation of or prejudice to any other available remedy or recourse, the City may deduct from the final
<br />payment due Service Provider (a) any damages, expenses or costs arising out of any such violations,
<br />breaches, or non-performance and (b) any other backcharges or credits. The City shall not pay Service
<br />Provider for any expenses incurred or work done following the effective date of termination unless
<br />authorized in writing by the City before the 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 and save harmless the City whether a Claim is asserted directly against the City, or
<br />whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted against someone else who
<br />then seeks contribution or indemnity from the City. The amount of insurance obtained by, obtainable by,
<br />or required of Service Provider does not in any way limit Service Provider’s duty to defend and
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