2005/04/27 Council Agenda Packet

tlo F. Contractor Failure. If Contractor 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 Contractor's conduct. S. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Contractor("Notice"). The Notice shall specify a termination date("Termination Date")at least ninety(90) days after the date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Contractor(whether by fax,mail,delivery or other method reasonably calculated to be received by Contractor in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice Date, Contractor shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Contractor's material breach, the Contractor 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 Contractor'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 Contractor 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 the Contractor(a) any damages, expenses or costs arising out of any • such violations,breaches, or non-performance and(b) any other backcharges or credits.No payment shall be made by the City for any expenses incurred or Work done following the effective date of termination unless authorized in writing by the City. 6. Changes. The City may, from time to time,unilaterally change the scope of the services of the Contractor to be performed hereunder. Such changes,including any increase or decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a)be made only in writing and signed by an authorized City representative, (b)be explicitly identified as a Change Order and(c)become a part of this Agreement. Changes in the term of the agreement shall be made by amendment agreed to by both parties. 7. Subletting/Assignment of Contracts, Conveyance of Title to Certain Assets. A.The City consents to the Contractor's subcontracting with Webber Yard Care, Inc. for maintenance and appearance enhancement services as described in paragraph 1. B. herein. 4 11