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4. Termination. Notwithstanding any other provision hereof to the contrary, this contract may be <br /> terminated as follows: <br /> 4.1 The parties, by mutual written agreement, may terminate this contract at any time. <br /> 4.2 Either party may terminate this contract in the event of a breach of the contract by the other <br /> party. <br /> 4.3 The City may terminate this contract at any time or for any reason, upon not Tess than seven <br /> days' notice in advance of the termination date. <br /> 4.4 City may terminate this contract immediately upon Contractor's failure to have in force any <br /> insurance required by this contract. <br /> Except as provided in paragraph 6 below, in the event of a termination, City shall pay Contractor <br /> for Work performed to the date of termination. <br /> 5. Remedies. <br /> 5.1 In the event of a termination of this contract by City because of a breach by Contractor, City <br /> may complete the Work either by itself or by contract with other persons, or any combination <br /> thereof. Contractor shall be liable to City for any costs or losses incurred by City arising out <br /> of or related to the breach, including costs incurred in selecting other contractors, time -delay <br /> losses, attorney fees and the like, less the remaining unpaid balance of the consideration <br /> provided in this contract. City may withhold payment of sums due Contractor for Work <br /> performed to the date of termination until City's costs and losses have been determined, at <br /> which time City may offset any such amount due Contractor against the costs and losses in- <br /> curred by City. <br /> 5.2 The foregoing remedies provided to City for breach of this contract by Contractor shall not <br /> be exclusive. City shall be entitled to exercise any one or more other legal or equitable <br /> remedies available because of Contractor's breach. <br /> 5.3 In the event of breach of this contract by City, Contractor's remedy shall be limited to <br /> termination of this contract and payment for Work performed to the date of termination. <br /> 6. Records /Inspection. Contractor shall maintain records of its charges to City under this contract <br /> for a period of not less than three full fiscal years following Contractor's completion of this contract. <br /> Upon reasonable advance notice, City or its authorized representatives may from time to time <br /> inspect, audit and make copies of any of Contractor's records that relate to this contract. If any <br /> audit by City discloses that payments to the Contractor were in excess of the amount to which <br /> Contractor was entitled under this contract, Contractor shall promptly pay to City the amount of <br /> such excess. If the excess is greater than one percent of the contract amount, Contractor shall <br /> also reimburse City its reasonable costs incurred in performing the audit. <br /> 7. Indemnification. Contractor shall indemnify and hold City, and its officers, agents and employees, <br /> harmless from and against all claims, actions, liabilities, costs, including attorney fees and other <br /> costs of defense, arising out of or in any way related to the Work, Contractor's failure to strictly <br /> comply with any provision of this contract or any other actions or failure to act by Contractor and <br /> Contractor's employees, agents, officers and contractors. In the event any such action or claim is <br /> brought against City, Contractor shall, if City so elects and upon tender by City, defend the same at <br /> Contractor's sole cost and expense, promptly satisfy any judgment adverse to City or to City and <br /> Personal Services Contract- -Page 2 <br /> (Revised December 1997) <br />