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the City. 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 $3,000. <br /> D. Total compensation, including all services and expenses,shall not exceed a maximum of <br /> $80,000. <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 manner. <br /> Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed <br /> for: (a)all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments <br /> previously made;and(b)those hours worked and Eligible Expenses incurred after the Notice Date, but <br /> prior to the Termination Date,that were reasonably necessary to terminate the Work in an orderly <br /> manner. The Notice shall be sent by the United States Mail to Service Provider's address provided <br /> herein, postage prepaid,certified or registered mail,return receipt requested,or by delivery. In addition, <br /> the Notice may also be sent by any other method reasonably believed to provide Service Provider actual <br /> notice in a timely manner,such as fax. The City does not by this section waive, release,or forego any <br /> legal remedy for any violation, breach,or non-performance of any of the provision of this Agreement. At <br /> its sole option, City may deduct from the final payment due Service Provider(a)any damages,expenses <br /> or costs arising out of any such violations, breaches,or non-performance and(b)any other backcharges or <br /> credits. The City shall not pay Service Provider for any expenses incurred or work done following the <br /> effective date of termination unless authorized in writing by the City before the expenses are incurred or <br /> 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 decrease <br /> in compensation), shall: (a)be made only in writing and signed by an authorized City representative,(b) <br /> 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 Work <br /> without the express, prior written consent of the City. <br /> 8. Indemnification. <br /> Page 2 <br />