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period and immediately, without opportunity for cure, in the third or any subsequent <br />notice of breach in any twelve-month period. <br />5.3 The City may terminate the Contract on any date specified in a notice if funding for <br />the Services becomes unavailable or if the City determines that termination of the <br />Contract is required by the public interest. <br />5.4 City may terminate the Contract immediately and without prior notice upon <br />Contractor's failure to have in force any insurance required by the Contract, if <br />Contractor breaches the City's security requirements, if Contractor fails to maintain <br />any certificate or license required for performance of the Services, or as provided in <br />Exhibit A. <br />5.5 Contractor may terminate the Contract without liability to City by providing at least <br />ninety (90) days' prior written notice. <br />6. Remedies. <br />6.1 In the event of a termination of the Contract by City because of a breach by <br />Contractor, City may complete the Services 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 the Contract. City <br />may withhold payment of sums due Contractor for Services 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 />6.2 The foregoing remedies provided to City for breach of the 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 with or without <br />termination. <br />6.3 In the event of breach of the Contract by City, Contractor's remedy shall be limited to <br />termination of the Contract and payment for Services performed to the date of <br />termination less any offset to which City is entitled. <br />7. Records/Inspection. Contractor shall maintain records of its charges to City under the <br />Contract for a period of not less than three years following Contractor's completion of the <br />Contract. Upon reasonable advance notice, City or its authorized representatives may from <br />time to time inspect, audit and make copies of any Contractor's records that relate to the <br />Contract. If any audit by City discloses that payments to the Contractor were in excess of <br />the amount to which Contractor was entitled under the Contract, Contractor shall promptly <br />pay to City the amount of such excess. If the excess charged by Contractor for any audited <br />period is greater than two percent of the amount that should have been charged for that <br />period, Contractor shall also reimburse City its reasonable costs incurred in performing the <br />audit. <br />CONTRACT NUMBER 2007-00329 Page 5 <br />