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If approval for reimbursement is not obtained from the City prior to Service Provider's
<br /> incurring the expense, Service Provider acknowledges that the City retains the option not to
<br /> reimburse Service Provider. Eligible expenses shall not exceed$6,000.
<br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of$6,000.
<br /> E. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of
<br /> the City in performance of its work,the City may, in addition to any other remedy,withhold
<br /> from any payment otherwise due an amount that the City in good faith believes is equal to the
<br /> cost to the City of correcting,re-procuring, or remedying any damage caused by Service
<br /> 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
<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
<br /> Provider's address provided herein,postage prepaid,certified or registered mail,return receipt
<br /> requested, or by delivery. In addition,Notices may also be sent by any other method reasonably
<br /> believed to provide
<br /> Service Provider actual notice in a timely manner, such as fax. The City does not by this Section 7
<br /> waive,release, or forego any legal remedy for any violation,breach,or non-performance of any of the
<br /> provision of this Agreement. At its sole option,City may deduct from the final payment due Service
<br /> Provider(a)any damages, expenses or costs arising out of any such violations,breaches,or non-
<br /> performance and(b)any other backcharges or credits. The City shall not pay Service Provider for any
<br /> expenses incurred or work done following the effective date of termination unless authorized in writing
<br /> 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
<br /> decrease in compensation),shall: (a)be made only in writing and signed by an authorized City
<br /> representative, (b)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
<br /> Work without the express,prior written consent of the City.
<br /> 8. Indemnification.
<br /> A. To the extent of Service Provider's fault,breach of this Agreement,willful misconduct,or violation
<br /> of law, Service Provider will defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with,or incident to any acts,errors, omissions, or conduct by Service Provider relating to,or
<br /> arising out of its performance of,this Agreement. Service Provider will defend and indemnify the City
<br /> whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against the
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<br /> (Form Approved by City Attorney's Office March 16,2015)
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