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General Provisions - 2 <br />expense when lodged outside the corporate limits of the City. If authorized, the City may (at <br />its sole option) obtain or arrange air travel for Service Provider. <br />D. Total compensation, including all services and expenses, shall not exceed the Maximum <br />Compensation Amount in the Basic Provisions. <br />E. If Service Provider fails or refuses to correct its work when so directed by the City, the City <br />may withhold from any payment otherwise due an amount that the City in good faith <br />believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage <br />caused by Service Provider’s conduct. <br />5. Method of Payment. <br />A. To obtain payment, Service Provider shall (a) file its request for payment, accompanied by <br />evidence satisfactory to the City justifying the request for payment; (b) submit a report of <br />Work accomplished and hours of all tasks completed; (c) to the extent reimbursement of <br />Eligible Expenses is sought, submit itemization of such expenses and, if requested by the <br />City, copies of receipts and invoices; and (d) comply with all applicable provisions of this <br />Agreement. Service Provider shall be paid no more often than once every thirty days. <br />B. All requests for payment should be sent to the City Project Manager Address in the Basic <br />Provisions. <br />6. Submission of Reports and Other Documents. Service Provider shall submit all reports and other <br />documents as and when specified in the Scope of Work. This information shall be subject to <br />review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to <br />the City any deficient Work at Service Provider’s expense with all practical dispatch. Service <br />Provider shall abide by the City’s determinations concerning acceptability of Work. <br />7. 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 <br />issued. The Notice shall be effective (“Notice Date”) upon the earlier of either actual receipt by <br />Service Provider (whether by email, mail, delivery or other method reasonably calculated to be <br />received by Service Provider in a reasonably prompt manner) or three calendar days after issuance <br />of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the <br />Work in a reasonable and orderly manner. Unless terminated for Service Provider’s material <br />breach, Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses <br />incurred up to the Notice Date, less all payments previously made; and (b) those hours worked <br />and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were <br />reasonably necessary to terminate the Work in an orderly manner. Notices under this Section <br />shall be sent by the United States Mail to Service Provider’s address provided herein, postage <br />prepaid, or by delivery. In addition, Notices may also be sent by any other method reasonably <br />believed to provide Service Provider actual notice in a timely manner, such as email. The City does <br />not by this Section waive, release or forego any legal remedy for any violation, breach or non - <br />performance of any of the provision of this Agreement. At its sole option, and without limitation <br />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 <br />violations, breaches, or non-performance and (b) any other backcharges or credits. <br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of Service <br />Provider to be performed hereunder. Such changes, including any increase or decrease in the <br />scope of work (and resulting increase or decrease in compensation), shall: (a) be made only in <br />writing and signed by an authorized City representative, (b) be explicitly identified as an <br />amendment to this Agreement and (c) become a part of this Agreement.