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i <br /> i <br /> 4. Termination. Notwithstanding any other provision hereof to the contrary, this contract may <br /> be 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 <br /> the other party. <br /> 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 /> <br /> j 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,. attorney 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 Contractor's 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 <br /> in excess of the amount to which Contractor was entitled under this contract, Contractor <br /> shall promptly pay to City the amount of such excess. If the excess is greater than one <br /> percent of the contract amount, Contractor shall also reimburse :City its reasonable costs <br /> incurred in performing the audit. <br /> Personal Services Contract (Architect and Engineer)-Page 2 <br /> (Revised December 1997) ' <br /> <br />