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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 />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, attome~~ fees and the like, <br />less the remaining unpaid balance of the consideration provided in this contract. City <br />may 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 time City <br />may offset any such amount due Contractor against the costs and losses incurred by <br />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, 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 Contractors 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 of Contractor's records that <br />relate 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, Cont~actor shall <br />promptly pay to City the amount of such excess. If the excess is greater than one percent <br />of the contract amount, Contractor shall also reimburse City iis reasonable costs incurred in <br />performing the audit. <br />7. Indemnification. Contractor shall indemnify and hold City, and its officers, agents and <br />employees, harmless from and against all claims, actions, liabilities, costs, including <br />attorney fees and other costs of defense, arising out of or in any way related to the Wo~lc, <br />Contractor's failure to strictly comply with any provision of this contract or any other actions <br />or failure to act by Contractor and Contractor's employees, agents, officers and contractors. <br />In the eveni any such action or claim is brought against City, Contractor shall, if City so <br />elects and upon tender by City, defend the same at Contractor's sole cost and expense, <br />promptly satisfy any judgment adverse to City or to City and Contractor, jointly, and <br />reimburse City for any loss, cost, damage or expense, including attorney fees, suffered or <br />incurred by City. <br />Personal Services Contract-Page 2 <br />(Revised June 1994) <br />