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any such expenses, they shall be properly documented and submitted in accordance with <br /> City requirements. <br /> 4. Termination. Notwithstanding any other provisions hereof to the contrary, this contract may <br /> be 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 <br /> other party. <br /> 4.3 The City may terminate this contract at any time or for any reason, upon not less than <br /> seven 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 <br /> any insurance required by this contract. <br /> Except as provided in paragraph 6 below, in the event of a termination, City shall pay <br /> Contractor for Work performed to the date of termination. <br /> S. Remedies. <br /> 5.1 In the event of a termination of this contract by City because of a breach by <br /> Contractor, City may complete the Work either by itself or by contract with other <br /> persons, or any combination thereof. Contractor shall be liable to City for any costs or <br /> losses incurred by City arising out of or related to the breach, including costs incurred <br /> in selecting other contractors, time-delay losses, attorney fees and the like, less the <br /> remaining unpaid balance of the consideration provided in this contract. City may <br /> withhold payment of sums due Contractor for Work performed to the date of <br /> termination until City's costs and losses have been determined, at which City may <br /> offset any such amount due Contractor against the costs and losses incurred by City. <br /> 5.2 The foregoing remedies provided to City for breach of this contract by Contractor shall <br /> not be exclusive. City shall be entitled to exercise any one or more other legal or <br /> equitable 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 <br /> termination. <br /> 6. Records/inspection. Contractor shall maintain records of its charges to City under this <br /> contract for a period of not less than three full fiscal years following Contractor's completion <br /> of this contract. Upon reasonable advance notice, City or its authorized representatives <br /> may from time to time inspect, audit and make copies of any Contractor's records that relate <br /> to this contract. If any audit by City discloses that payments to the Contractor were in <br /> excess of the amount to which Contractor was entitled under this contract, Contractor shall <br /> promptly pay to City the amount of such excess. If the excess is greater than one percent of <br /> the contract amount, Contractor shall also reimburse City its reasonable costs incurred in <br /> performing the audit. <br /> <br /> 7. Indemnification. Contractor shall indemnify and hold City, and its officers, agents and <br /> employees, harmless from and against afl claims, actions, liabilities, costs, including <br /> <br /> Personal Services Contract -Page 1 <br /> <br /> (Revised December 1997) <br /> <br />