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9 <br /> C. Contractor may receive payment as reimbursement for Eligible Expenses actually incurred. <br /> "Eligible Expenses" means those types and amounts of expenses approved for reimbursement <br /> by the City. If approval for reimbursement is not obtained from the City prior to the <br /> Contractor's incurring the expense, Contractor acknowledges that the City retains the option not <br /> to reimburse the Contractor. If the Eligible Expense is for training, reimbursement will only <br /> occur after the Contractor has attended and successfully completed the approved training and <br /> submitted receipts for the entire reimbursement amount. Training costs or expenses related to <br /> attendance time, lodging, meals and mileage are excluded from reimbursement. If, and to the <br /> extent, overnight lodging in western Washington is authorized, Contractor is strongly <br /> encouraged to lodge within the corporate limits of City. When authorized, Contractor will be <br /> reimbursed 100% of lodging expense, if lodged within the corporate limits of the City, but <br /> Contractor will be reimbursed 50% of lodging expense when lodged outside the corporate limits <br /> of the City. If authorized, the City may(at its sole option) obtain or arrange air travel for the <br /> Contractor. Eligible expenses shall not exceed-0- <br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of <br /> $166,527.20. <br /> E. If Contractor fails or refuses to accept direction or carry out the reasonable directions of the <br /> City in performance of its work,the City may, in addition to any other remedy,withhold from <br /> • any payment otherwise due an amount that the City in good faith believes is equal to the cost to <br /> the City of correcting,re-procuring, or remedying any damage caused by Contractor'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 Contractor("Notice"). The Notice shall specify a termination <br /> date("Termination Date")at least fourteen(14)days after the date the Notice is issued. The Notice shall <br /> be effective("Notice Date")upon the earlier of either actual receipt by Contractor(whether by fax,mail, <br /> delivery or other method reasonably calculated to be received by Contractor in a reasonably prompt <br /> manner)or three calendar days after issuance of the Notice. Upon the Notice Date, Contractor shall <br /> immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for <br /> Contractor's material breach,the Contractor shall be paid or reimbursed for:(a)all hours worked and <br /> Eligible Expenses incurred up to the Notice Date, less all payments previously made;and(b)those hours <br /> worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date,that <br /> were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the <br /> United States Mail to Contractor's address provided herein,postage prepaid,certified or registered mail, <br /> return receipt requested,or by delivery. In addition,the Notice may also be sent by any other method <br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City does <br /> not by this section waive,release,or forego any legal remedy for any violation,breach, or non- <br /> performance of any of the provision of this Agreement. At its sole option,City may deduct from the final <br /> payment due the Contractor(a)any damages,expenses or costs arising out of any such violations, <br /> breaches,or non-performance and(b) any other backcharges or credits. The City shall not pay the <br /> Contractor for any expenses incurred or work done following the effective date of termination unless <br /> authorized in writing by the City before the expenses are incurred or the work is done. <br /> 6. Changes. The City may, from time to time, unilaterally change the scope of the services of the <br /> Contractor to be performed hereunder. Such changes, including any increase or decrease in the scope of <br /> work(and resulting increase or decrease in compensation),shall: (a)be made only in writing and signed <br /> by an authorized City representative, (b)be explicitly identified as a Change Order and(c)become a part <br /> of this Agreement. <br /> Page3 50 <br />