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6. Remedies. <br />64 In the event of a termination of the Contract by City because of a breach by <br />Contractor, City may complete the Services either by itself or by contract with <br />other persons, or any combination thereof. Contractor'shall be liable to City <br />for any costs or losses incurred by City arising out of or related to the breach, <br />including costs incurred in selecting other contractors, time -delay losses, <br />attorney. fees and the like, less the remaining unpaid balance of the <br />consideration provided in the Contract. City may withhold payment of sums <br />due Contractor for Services performed to the date of termination until City's <br />costs and losses have been determined, at which time City may offset any <br />such amount due Contractor against the costs and losses incurred by City. <br />6.2 the foregoing remedies provided to City for breach of the Contract by <br />Contractor shall not be exclusive. City shall be entitled to exercise any one or <br />more other legal or equitable remedies available because of Contractor's <br />breach with or without termination. <br />6.3 In the event of breach of the Contract by City, Contractor's remedy shall be <br />limited to termination of the Contract and payment for Services'performed to <br />the date of termination less any offset to which City is entitled. <br />7. Records/Inspection. Contractor shall maintain records of its business under the <br />Contract for a period of not less than three years following Contractor's completion of <br />the Contract. Upon reasonable advance notice, City or its authorized <br />representatives may from time to time inspect, audit and make copies of any <br />Contractor's records that relate to the Contract. If any audit by City discloses that <br />payments to the Contractormere in excess of the amount to which Contractor was <br />entitled under the Contract, Contractor shall promptly pay to City the amount of such <br />excess. If the excess charged by Contractor for any audited period is greater than <br />two percent of the amount that should have been charged for that period, Contractor <br />shall also reimburse City its reasonable costs incurred in performing the audit. <br />7.1 Contractor shall submit monthly financial statements to the City by the I& of <br />each month for the previous months business records. All records shall be <br />sent electronically to the Project Manager. <br />8. Indemnity and Insurance Obligations. <br />8.1 Contractor shall indemnify and hold City, and its officers, agents and <br />employees, harmless from and against all claims, actions, liabilities, costs, <br />including attorney fees and other costs of defense, arising out. of or in any <br />way related to the operation of the facility, Contractor's failure to strictly <br />comply with any provision of this Agreement or any other actions or failure to <br />act by Contractor and Contractors employees, agents, officers and <br />contractors. In the event any such action or claim is brought against City, <br />Contractor shall, if City so elects and upon tender by City, defend the same at <br />Contractors sole cost and expense, promptly satisfy any judgment adverse to <br />City or to City and Contractor, jointly, and reimburse City for any loss, cost, <br />damage or expense, including_ attorney fees, suffered or incurred by City. <br />