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X. <br />Independent Contractor <br />CONSULTANT's status shall be that of an Independent Contractor and not <br />an agent, servant, employee or representative of CITY in the performance of this <br />Contract. No term or provision of or act of CONSULTANT or CITY under this <br />Contract shall be construed as changing that status. CONSULTANT will have <br />exclusive control of and the exclusive right to control the details of the work <br />performed hereunder, and shall be liable for the acts and omissions of its officers, <br />agents, employees, contractors, and subcontractors and the doctrine of <br />respondeat superior shall not apply as between CITY and CONSULTANT, its <br />officers, agents, employees, contractors, and subcontractors, and nothing herein <br />shall be construed as creating a partnership or joint enterprise between CITY and <br />CONSULTANT. <br />XI. <br />Defauilt <br />If at any time during the term of this Contract, CONSULTANT shall fail to <br />commence the work in accordance with the provisions of this Contract or fail to <br />diligently provide services in an efficient, timely and careful manner and in strict <br />accordance with the provisions of this Contract or fail to use an adequate number <br />or quality of personnel to complete the work or fail to perform any of its obligations <br />under this Contract, then CITY shall have the right, if CONSULTANT shall not <br />cure any such default after thirty (30) days written notice thereof, to terminate this <br />Contract. Any such act by CITY shall not be deemed a waiver of any other right <br />or remedy of CITY. If after exercising any such remedy due to CONSULTANT's <br />nonperformance under this Contract, the cost to CITY to complete the work to be <br />performed under this Contract is in excess of that part of the Contract sum which <br />has not theretofore been paid to CONSULTANT hereunder, CONSULTANT shall <br />be liable for and shall reimburse CITY for such excess. CONSULTANT'S liability <br />under this provision shall be limited to the total dollar amount of this Contract. <br />CITY's remedies for CONSULTANT's default or breach under this Contract <br />shall be one or more of the following remedies which may be exercised separately <br />or in combination at CITY's sole exclusive choice: <br />(a) Specific performance of the Contract; <br />(b) Re -performance of this Contract at no extra charge to CITY. <br />The terms of Section XIV entitled Confidential Information shall survive <br />termination of this Contract. <br />Professional Services Contract <br />Page 4 of 10 <br />