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DocuSign Envelope ID: D03C8C27-BC48-44C8-851D-368459E6CCB2
If the Agreement is an extended term contract, after completion of the first Agreement period,
either party may terminate the Agreement without penalty or financial obligation, except that the
parties remain liable for performance of all terms, conditions, and obligations through the date of
termination.
Written notice of termination shall be given to the other party a minimum of thirty (30) days prior
to its effective date.
25. Termination for Cause. In the event that the Contractor shall for any reason or through any
cause be in default of the terms, conditions, or obligations of the Agreement documents, the City
may give the Contractor written notice of such default and terminate the Agreement. All terms,
conditions, and obligations of the Agreement documents are considered material.
The City may, in its discretion, provide the Contractor an opportunity to cure the default, if
curable, prior to termination. Unless a different duration is provided in the notice of default, or
agreed upon by the parties in writing, the Contractor shall have fourteen (14) calendar days to
cure the default from the date such notice is mailed to the Contractor unless notification is by
facsimile or personal delivery, in which case the opportunity to cure shall commence upon
delivery of the notice. Upon failure of the Contractor to cure the default, the City may
immediately terminate the Agreement effective as of the mailing or delivery of the default notice.
If the City terminates the Agreement, the Contractor shall remain liable for performance of all
terms, conditions, and obligations through the date of termination. Termination by the City shall
not constitute a waiver by the City of any other rights or remedies available to the City by law or
Agreement.
In addition, failure of the Contractor to perform the obligations of the Agreement may result in
debarment of the Contractor for a period of up to three years. Termination and/or debarment of
the Contractor shall not constitute a waiver by the City of any other rights or remedies available
to the City by law or Agreement.
26. Rights and Remedies Not Waived. In no event shall a payment by the City to the Contractor or
the waiver by the City of any provision under the Agreement, including any obligation of the
Contractor, constitute or be construed as a waiver by the City of any other provision, obligation,
breach of covenant, or any default which may exist under this Agreement on the part of the
Contractor, and the making of any such payment by the City while any such breach or default
exists shall not impair or prejudice any rights or remedies available to the City.
27. Severability. If any provision resulting from this Agreement or the application thereof to any
person or circumstances shall to any extent be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or circumstances other than those
which it is invalid or unenforceable, shall not be affected, and each provision of this Agreement
shall be valid and enforced to the full extent permitted by law.
28. Independent Contractor. Contractor is an independent contractor, and its employees shall not
be classified as City employees and shall not claim nor receive any City employee benefits (such
as worker’s compensation, accident or health insurance, etc.).
29. Conflict. In the event of a conflict between the Agreement documents, including these terms and
conditions and the terms of a Purchase Order or related document issued by the Office of
Purchasing, the Agreement documents shall control.
30. Records and Inspection. The Contractor shall maintain full and accurate records with respect to
all matters covered under this Agreement, including, without limitation, accounting records,
written policies and procedures, time records, telephone records, and any other supporting
evidence used to memorialize, reflect, and substantiate charges or fees related to this Agreement.
The Contractor’s records shall be open to inspection and subject to audit and/or reproduction,
during normal working hours, by the City and its employees, agents or authorized representatives
after giving at least three (3) days’ notice to the Contractor by the City. The City shall have
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