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<br /> i <br /> 4.3 The City may terminate this contract at any time or for any reason, upon not less 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 )n 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 <br /> combination thereof. Contractor shall be liable to City for any costs or losses incurred by <br /> City arising out of or related to the breach, including costs incurred in selecting other <br /> contractors, time-delay losses, attorney fees and the like, less the remaining unpaid balance <br /> of the consideration provided in this contract. City may withhold payment of sums due <br /> Contractor for Work performed to the date of termination until City's costs and losses have <br /> been determined, at which time City may offset any such amount due Contractor against the <br /> costs and losses incurred 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 for <br /> 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. ff the excess is greater than one percent of the contract amount, Contractor shall also <br /> 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 /> Contractor, jointly, and reimburse City for any loss, cost, damage or expense, including attorney <br /> fees, suffered or incurred by City. • <br /> Personal Services Contract-Page 2 <br /> (Revised December 1997) <br /> <br />