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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 />p~Y• <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, Gity shall pay Contractor <br />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 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. If 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 />Personal Services Contract-Page 2 <br />(Revised December 1997) <br />