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1.2.2 "Contract" means the written statement of the parties' mutual and respective <br />agreements, promises, undertaking and rights as set forth in this Agreement <br />and all incorporated exhibits. <br />1.2.3 "Services" means all of the products, properties and services to be provided <br />by Contractor under this Contract, as described in Exhibit C. <br />1.3 Contractor's Representations and Warranties. Contractor makes the following <br />representations and warranties to City: <br />1.3.1 Contractor and Contractor's personnel are and will at all times hereunder be <br />fully qualified by all necessary education, training, experience, licensure and <br />certification to perform the Services. <br />1.3.2 As of the date of execution hereof, there are no claims or suits or proceedings, <br />or threats thereof, seeking to enjoin the execution of the Contract by <br />Contractor or the effect of which could prevent Contractor from performing or <br />having the authority to perform the Services. <br />1.3.3 Neither the execution of the Contract nor the performance of the Services will <br />constitute a breach or violation of any other contract, agreement, or law by <br />which Contractor is bound or to which Contractor or any of its personnel who <br />will perform the Services are subject. <br />2. Services. <br />2.1 Commencement. Contractor shall provide the Services on April 16, 2008 and April <br />17, 2008. <br />4. Compensation. Subject to City's right of offset for breach, Contractor will bill City for the <br />Services by submitting periodic invoices that conform to the requirements of Exhibit B. <br />Contractor shall be paid an advance of $2,200 by March 3, 2008 by the Oregon Chapter <br />APWA Conference Committee. Balance of $2,200 shall be paid by April 30, 2008 by the City <br />of Eugene. Notwithstanding the foregoing, City will have the right to withhold payment for <br />any item which City disputes in good faith, provided that City pays for all non-disputed items <br />and takes commercially reasonable action to resolve the dispute. <br />5. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may <br />be terminated as follows: <br />5.1 The parties, by mutual written agreement, may terminate the Contract thirty (30) <br />days prior to the scheduled trainings and rescheduled for a mutually agreed upon <br />time within the next 30 days. City shall be refunded advance in full if contractor does <br />not fulfill training agreement. <br />5.2 Either party may terminate the Contract if the other party is in breach of any provision <br />hereof which breach continues for more than 30 days after a notice describing the <br />breach has been given unless, in the case of a breach which cannot be cured within <br />such 30-day period, the breaching party immediately initiates and diligently <br />prosecutes a plan of curative action that is acceptable to the non-breaching party. <br />Notwithstanding the foregoing, termination for a recurring breach may be made if the <br />breach is uncured within seven days after the second notice in any twelve-month <br />period and immediately, without opportunity for cure, in the third or any subsequent <br />notice of breach in any twelve-month period. <br />CONTRACT NUMBER 20078-00329 Page 2 <br />