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expense,Service Provider acknowledges that the City retains the option not to reimburse Service
<br />Provider.Eligible expenses shall not exceed $500.
<br />D.Total compensation,including all services and expenses,shall not exceed a maximum of $5,500.
<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 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 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 indemnify
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<br />(Form Approved by City Attorney’s Office January 1,2010,updated December 2,2022)
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