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4.2 Either party may terminate this contract in the event of a breach of the contract by the other <br />party. <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, City shall pay Contractor for <br />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 Contractor, City <br />may complete the Work either by itself or by contract with other persons, or any combination <br />thereof. Contractor shall be liable to City for any costs or losses incurred by City arising out <br />of or related to the breach, including costs incurred in selecting other contractors, time-delay <br />losses, attorney fees and the like, less the remaining unpaid balance of the consideration <br />provided in this contract. City may withhold payment of sums due Contractor for Work <br />performed to the date of termination until City's costs and losses have been determined, at <br />which time City may offset any such amount due Contractor against the costs and losses in- <br />curred by City. <br />5.2 The foregoing remedies provided to City for breach of this contract by Contractor shall not be <br />exclusive. City shall be entitled to exercise any one or more other legal or equitable remedies <br />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 a <br />period of not less than three full fiscal years following Contractor's completion of this contract. Upon <br />reasonable advance notice, City or its authorized representatives may from time to time inspect, audit <br />and make copies of any of Contractor's records that relate,to this contract. If any audit by City <br />discloses that payments to the Contractor were in excess of the amount to which Contractor was <br />entitled under this contract, Contractor shall promptly pay to City the amount of such excess. If the <br />excess is greater than one percent of the contract amount, Contractor shall also reimburse City its <br />reasonable costs incurred in performing the audit. <br />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 costs <br />of defense, arising out of or in any way related to the Work, Contractor's failure to strictly comply <br />with any provision of this contract or any other actions or failure to act by Contractor and <br />Contractor's employees, agents, officers and contractors. In the event any such action or claim is <br />brought against City, Contractor shall, if City so elects and upon tender by City, defend the same at <br />Contractor's sole cost and expense, promptly satisfy any judgment adverse to City or to City and <br />Personal Services Contract-Page 2 <br />(Revised December 1997) <br />