2011-050 RES APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL MANAGEMENT

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TERMS AND CONDITIONS PROFESSIONAL MANAGEMENT SERVICES Termination of Contract for Cause. if, through any cause, the Firm shall fail to fulfill in a timely and proper manner his/her obligations under this Contract, or if the Firm shall violate any of the covenants, agreements, or stipulations of this Contract, the City/City shall thereupon have the right to terminate this Contract by giving written notice to the Firm of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Firm under this Contract shall, at the option of the City/City, become its property and the Firm shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the Firm shall not be relieved of liability to the City/City for damages sustained by the City/City by virtue of any breach of the Contract by the Firm, and the City/City may withhold any payments to the Firm for the purpose of set-off until such time as the exact amount of damages due the City/City from the Firm is determined. 2. Termination for Convenience of the Citv/Citv. The City/City may terminate this Contract at any time by giving at least ten (10) days notice in writing to the Firm. If the Contract is terminated by the City/City as provided herein, the Firm will be paid for the time provided and expenses incurred up to the termination date. If this contract is terminated due to the fault of the Firm, Paragraph 1 hereof relative to termination shall apply. 3. Chanqes. The City/City may, from time to time, request changes in the scope of the services of the Firm to be performed hereunder. Such changes, including any increase or decrease in the amount of the Firm's compensation, which are mutually agreed upon by and between the City/City and the Firm, shall be incorporated in written amendments to this Contract. 4. Personnel The Firm represents that he/she has, or will secure at his own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the City/City. All of the services required hereunder will be performed by the Firm or under his/her supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and Local law to perform such services. None of the work or services covered by this Contract shall be subcontracted without the prior written approval of the City/City. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Contract. 5. Assiqnabilitv. The Firm shall not assign any interest on this Contract, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the City/City thereto: Provided, however, that claims for money by the Firm from the City/City under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment or transfer shall be furnished promptly to the City/City. 6. Reports and Information. The Firm, at such times and in such forms as the City/City may require, shall furnish the City/City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract.