Captioning Services LLC 12/10/2018

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 such amounts and in such manner as follows: $90 per billable hour. 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 0.00. D. Total compensation, including all services and expenses, shall not exceed a maximum of Twenty Thousand Dollars ($20,000). 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. Either party may terminate this Agreement at any time by sending written notice of termination("Notice"). The Notice shall specify a termination date("Termination Date")at least thirty(30)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 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. Notices under this Section 7 shall be sent by the United States Mail to the address provided herein,postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition,Notices may also be sent by any other method reasonably believed to provide actual notice in a timely manner, such as fax. The City does not by this Section 7 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 Service Provider(a)any damages, expenses or costs arising out of any such violations, breaches, or non-performance and(b)any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or work done following the effective date of termination unless authorized in writing by the City before the expenses are incurred or the work is done. 6. Chances. The City may, from time to time, unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease in compensation), shall: (a)be made only in writing and signed by an authorized City representative, (b) be explicitly identified as such and(c)become a part of this Agreement. 7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express, prior written consent of the City. Page 2 Captioning Services LLC 2016