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April 7, 2016 attached to and incorporated herein as Exhibit "A". Services are referenced herein <br />as follows: <br />"Base Services" as described in Section 3-2.0. <br />ii. "Optional Services" as described in Section 3-3.0, performed at the <br />request of CITY; and <br />iii. "Additional Services" as described in Section 3-4.0, performed upon a <br />written order by CITY. <br />(b) CONSULTANT shall provide said services at the time, place, and in the manner <br />specified in the Schedule Of Performance - Timeline For Deliverables attached to and <br />incorporated herein as EXHIBIT "B". <br />(c) CONSULTANT shall furnish at its own expense all labor, materials, equipment <br />and other items necessary to carry out the terms of this Agreement. <br />2. COMPENSATION <br />Upon execution of this Agreement, CITY will pay CONSULTANT as outlined in section <br />4-6.0 (CONSIDERATION). Payment by City shall be made within forty-five (45) days following <br />receipt of proper invoice evidencing work performed, subject to CITY accounting procedures <br />and proof of insurance as set forth in section 4-9.0 (INSURANCE AND INDEMNIFICATION). <br />Payment need not be made for work which fails to meet the standards of performance set forth <br />in the Recitals which may reasonably be expected by CITY. <br />3. TERM <br />The initial term for the provision of services as set forth in section 1 of this Agreement <br />shall be for a period of two (2) years commencing January 1, 2017, with one (1) one-year option <br />exercisable in the sole discretion of the City, by a writing executed by the City Manager and the <br />City Attorney, if neither party has terminated said Agreement in accordance with section 3-1.0. <br />3-1.0 Termination. <br />The Parties reserve the right to terminate this Agreement at any time, with or <br />without cause, upon sixty (60) days' written notice to the non -terminating party, except <br />that where termination is for cause, the Parties will comply with the dispute resolution <br />process in Section 4-11.2. In the event of termination without cause pursuant to this <br />Section, the terminating party need not provide the non -terminating party with the <br />opportunity to cure pursuant to Section 4-11.2. <br />3-2.0. Effect of Termination <br />Upon issuance of any notice of termination, CONTRACTOR shall immediately cease all <br />services hereunder except such as may be specifically approved by the Contract Officer. <br />The CONTRACTOR shall be entitled to compensation for all services rendered prior to <br />the effective date of the notice of termination and for any services authorized by the <br />Contract Officer thereafter; provided, however, that payment need not be made for work <br />which fails to meet the standard of performance specified in the Recitals of this <br />Agreement. <br />2 <br />