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Termination for °Cause. If the Contractor fails to fulfill in a timely and proper manner its obligations
<br />under this Agreement, or if the Contractor violates any of the covenants, conditions, agreements, or
<br />stipulations of this Agreement, the City shall have the right to terminate this Agreement by giving
<br />written notice to the Contractor of such termination and specifying the effective date thereof, which
<br />shall be at least five days before the effective date of such termination. In the event of termination for
<br />cause, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
<br />photographs and reports prepared by the Contractor pursuant to this Agreement shall, at the option of
<br />the City, be turned over to the City and become the property of the City. In the event of termination for
<br />cause, the Contractor shall be entitled to receive reasonable compensation for any necessary services
<br />actually and satisfactorily performed prior to the date of termination.
<br />Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages
<br />sustained by the City by virtue of any breach of contract by the Contractor, and the City may set-off the
<br />damages it incurred as a result of the Contractor's breach of contract frorn any amounts it might
<br />otherwise owe the Contractor.
<br />2. Term; ,,,
<br />ination for Convenience of the City. The City may terminate this Agreement at any time by giving
<br />at least ten (10) days' notice in writing to the Contractor. If this Contract is terminated for convenience,
<br />the City will pay the Contractor for actual services rendered up to the termination date, based on the
<br />charges for time, labor, expenses and other items specified in the Agreement.
<br />3. Chances. The City may, fi•om time to time, request changes in the services the Contractor will perform
<br />under this Agreement. Such changes, including any increase or decrease in the amount of the
<br />Contractor's compensation, must be agreed to by all parties and finalized through a signed, written
<br />amendment to this Agreement.
<br />4. Resolution _of Proaram Non -Compliance and _Disallowed Costs. In the event of any dispute, claim,
<br />question, or disagreement arising from or relating to this Agreement, or the breach thereof, including
<br />determination of responsibility for any costs disallowed as a result of non-compliance with federal, state
<br />or HOME program requirements, the parties hereto shall use their best efforts to settle the dispute,
<br />claim, question or disagreement. To this effect, the parties shall consult and negotiate with each other
<br />in good faith within 30 days of receipt of a written notice of the dispute or invitation to negotiate, and
<br />attempt to reach a just and equitable solution satisfactory to both parties. If the matter is not resolved
<br />by negotiation within 30 days of receipt of written notice or invitation to negotiate, the parties agree
<br />first to try in good faith to settle the matter by mediation administered by the American Arbitration
<br />Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or
<br />some other dispute resolution procedure. The parties may enter into a written amendment to this
<br />Agreement and choose a mediator that is not affiliated with the American Arbitration Association. The
<br />parties shall bear the costs of such mediation equally. [7hus section may also provide for the
<br />qual fcations of the mediator(s), the locale of meetings, time limits, or any other item of concern to the
<br />parties.] If the matter is not resolved through such mediation within 60 days of the initiation of that
<br />procedure, either party may proceed to file suit.
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