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.i <br /> Ob/1912008 TS 13, 9A FAX <br /> 4. C tnpens~ton. Subject to City's right of oftaet for breach, Contractor wi!I bill City for the <br /> rvlces by, submitting p6riodia invoices that conform to the requirements of Exhibit D. City <br /> h make paymsn~s within thkty rso) days of receipt of a property submitted lnvolca. <br /> N tvritt~atanding the foregolr~, City will have the right to withheld payment for any' item <br /> ~ ~Ich City dicputea in good iaitn, provided that City Rays for all non-disputed items and <br /> kes oornmsrdedy r9asonable action ~ resolve the dispute. <br /> 5. '1' rrninatlon. Notwithstanding any other provisions heroof to the contrary, the Contract may <br /> b terminated as foMowe: <br /> 31 Thor parties, by mutual wrnten agreem®r;t, may terminate the Contract at any ttme. <br /> 6 2 Eithor party may terminate the Contrail if the other party is In breach of any provision <br /> hereof whbh breach ocntinues for more than 30 days after a nonce describing the <br /> <br /> ~ breach has been given unless, In the.ca~se of a btwach whkh cannot b® oared within <br /> such 30-day period, the breaching party immediately initlaoes and dlllgently <br /> prosecutes a plan of r3uratlve notion that Is acceptable to the' nor.-breaching party. <br /> Notwithstanding the foregoing, terminatan for a recurring broach !nay be msde If the <br /> breach is unour~ed within sever days after the second notice In any twelve-month <br /> ' period and immediately, ;ulthout opportunity for Cure, in the third ar any subsequent <br /> notice Of tx~eact= in vrty twelv~montri pi:rbd. <br /> I <br /> S 3 Yha City mar terminate the Contract ion any date spedfled in a notice rf funding for <br /> the Services berorTrss unavailable nr if rite Cit'j doteimines that tertTtinatbr: of #ha <br /> Contract 18 required by the pubic interact. <br /> • S City may terminatte the Contract Immediately and without prior notice upon <br /> Contractor's failure to have in force any beurance required by the Contrast, if <br /> Centractor breaches lino City's security requirements, if Contractor fails to maMtain <br /> any certlfic;at® or IicBnse roquir+ed for perforrnanCa of the Services, or age provided in <br /> .Exhibit A. <br /> 5 ~ Contractw may terminate the Contra~~t without liability to Ciry by providing at least <br /> ninety (9Q) days' prior written notice. <br /> 8. madras. ' <br /> t3 1 Ire ttw event of a terminatlon of the Contre~Ct by City because of a breach by <br /> Contractor, City may complete the 8enrk;es either by itseH or by txarrtract with other <br /> persons, or any cwrrtbinatbn thereof. Cartbraetor shall be liable to City for arty costs <br /> or Icaass incun•ed by City arising out of or related to the breach, including costs <br /> incurred In selecting other contractors, tame-delay bsees, stiorney t~ and the Pike, <br /> lass the remaining unpaid balance of the oonslderetbn provided tri its C~sntract. Ciry <br /> may withhold payment of sums doe Contr~ador for t3ervit;e3 formed to the date of <br /> temtinetbn until City's costs and losses have been determined, at wtlich time City <br /> may offset any ouch amount due Contractor apainat the costa and {asses Incurred by <br /> City. <br /> CANT CT ti ` teR 331 Pie 3 <br /> 50 3J~d NI HJatl3S321 J~931t~211S LESblbbtiZtZ ZZ ~E0 800Z/6Z/90 <br /> I _ _ . . <br /> <br />