2006/11/15 Council Agenda Packet

4 4. Compensation. A. The City shall pay Service Provider only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services rendered, including,but not limited to, all labor,materials, supplies,equipment, and incidentals necessary to complete the Work. B. Service Provider shall be paid within thirty days of receipt of invoice such amounts and in such manner as follows: as described in Exhibit B. C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses" means those types and amounts of expenses approved for reimbursement by the City. If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the expense, Service Provider acknowledges that the City retains the option not to reimburse Service Provider. Eligible expenses shall not exceed Five Thousand Dollars($5,000) D. Total compensation, including all services and expenses, shall not exceed a maximum of Fifty-five Thousand Dollars ($55,000). E. 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 14 days prior 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 12