BMI Audit Services, LLC 10/29/2016

C. Total compensation, including all services and expenses, shall not exceed a maximum of $23,000. D. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of the City in performance of its work,the City may, in addition to any other remedy,withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage caused by Service Provider's conduct. 5. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Service Provider("Notice"). The Notice shall specify a termination date("Termination Date")at least fourteen(14)days after the date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Service Provider (whether by fax,mail,delivery or other method reasonably calculated to be received by Service Provider in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed for: (a)all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously made;and(b)those hours worked and Eligible Expenses incurred after the Notice Date,but prior to the Termination Date,that were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail to Service Provider's address provided herein, postage prepaid,certified or registered mail,return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method reasonably believed to provide Service Provider actual notice in a timely manner, such as fax. The City does not by this section waive, release,or forego any legal remedy for any violation, breach,or non-performance of any of the provision of this Agreement. At its sole option, City may deduct from the final payment due Service Provider(a)any damages, expenses or costs arising out of any such violations,breaches, or non-performance and(b)any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or work done following the effective date of termination unless authorized in writing by the City before the expenses are incurred or the work is done. 6. Confidentiality. Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of Such Other Party. Confidential information is information which relates to Such Other Party's research,development,trade secrets or business affairs,but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming. Service Provider hereby acknowledges that during the performance of this contract, the Service Provider may learn or receive confidential Client information and therefore Service Provider hereby confirms that all such information relating to the Client's business will be kept confidential by the Service Provider, except to the extent that such information is required to be divulged to the consultant's clerical or support staff or associates in order to enable Service Provider to perform Service Provider's contract obligation. Service Provider will retain from Administrator the claims data in its original format, and any electronic product produced there from, for a period not to exceed three (3) years from date of receipt, unless otherwise instructed by the City. 7. Changes. The City may, from time to time, unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease Page 2