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4.3 The City may terminate this contract at any time or for any reason, upon not less <br />than 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 <br />force any insurance required by this contract. <br />Except as provided in paragraph 6 below, in the event of a termination, City shall pay <br />~ontcactor 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 <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 <br />or losses incurred by City arising out of or related to the breach, including costs <br />incurred in selecting other contractors, time-delay losses, attorney fees and the like, <br />less the remaining unpaid balance of the consideration provided in this contract. <br />City may withhold payment of sums due Contractor for Work perFormed to t~he date <br />of termination until City's costs and losses have been determined, at which time City <br />may offset any such amount due Contractor against the costs and losses incurred <br />by City. ~ <br />5.2 The foregoing remedies provided to City for breach of this contract by Contractor <br />shall not be exclusive. City shall be entitled to exercise any one or more other legal <br />or equitable remedies available because of Contractor's breach. <br />5.3 In the event of breach of this contract by City, Contracto~'s remedy shall be limited <br />to 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 <br />completion of this contract. Upon reasonable advance notice, City or its authorized <br />representatives may from time to time inspect, audit and make copies of any of <br />Contractor's records that relate to this contract. If any audit by City discloses that <br />payments to the Contractor were in excess of the amount to which Contractor was entitled <br />under this contract, Contractor shall promptly pay to City the amount of such excess. If <br />the excess is greater than one percent of the contract amount, Contractor shall also reim- <br />burse City its reasonable costs incurred in performing the audit. <br />7. Indemnification. Neither party hereto shall be liable for any damages proximately <br />resulting from the negligent or legally wrongful actions or omissions of the other party, its <br />employees, agents or contractors in the performance of this agreement and each party <br />shall indemnify, defend and save harmless the other party from such damages or liability. <br />8. Insurance. Contractor shall maintain in force for the duration of this contract the <br />insurance coverages specified below. Each policy required by these provisions shall be <br />written as a primary policy, not contributing with or in excess of any coverage which City <br />Personal Services Contract-Page 2 <br />(Revised December 1997) <br />