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expense, Service Provider acknowledges that the City retains the option not to reimburse Service <br /> Provider. Eligible expenses shall not exceed See Exhibit A. <br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of$12,715. <br /> E. If Service Provider 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 any <br /> payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of <br /> correcting,re-procuring,or remedying any damage caused by Service 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. Notices under this Section 7 shall be sent by the United States Mail to Service Provider's <br /> address provided herein,postage prepaid,certified or registered mail,return receipt requested, or by <br /> delivery. In addition,Notices may also be sent by any other method reasonably believed to provide <br /> Service Provider actual notice in a timely manner, such as fax. The City does not by this Section 7 waive, <br /> release, or forego any legal remedy for any violation,breach, or non-performance of any of the provision <br /> of this Agreement. At its sole option, City may deduct from the final payment due Service Provider(a) <br /> any damages, expenses or costs arising out of any such violations,breaches, or non-performance and(b) <br /> any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or <br /> work done following the effective date of termination unless authorized in writing by the City before the <br /> 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 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 /> A. 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 <br /> City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the <br /> City. The amount of insurance obtained by, obtainable by, or required of Service Provider does not in any <br /> way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve <br /> Page 2 <br /> (Form Approved by City Attorney's Office January 1,2010,updated November 21,2016) <br />