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CONTRACT <br />PAGE 4 <br />just and equitable compensation for any satisfactory work completed on such <br />documents and other materials. <br />Notwithstanding the above, the Contractor shall not be relieved of <br />liability to the City for damages sustained by the City by virtue of any <br />breach of the Contract by the Contractor, and the City may withhold any pay- <br />ments to the Contractor for the purpose of setoff until such time as the <br />exact amount of damages due the City from the Contractor is determined. <br />11. Termination for Convenience of city. The City may terminate this <br />Contract at any time by giving notice to the Contractor of such termination <br />and specifying the effective date thereof, at least 15 days before the effect- <br />ive date of such termination. In that event, all finished or unfinished <br />documents and other materials as described in Paragraph 4 above shall, at <br />the option of the City, become its property. If the Contract is terminated <br />by the City as provided herein, the Contractor will be paid an amount which <br />bears the same ratio to the total compensation as the services actually <br />performed bear to the total services of the Contractor covered by this Con- <br />tract, less payments of compensation previously made: Provided, however, <br />that if less than 60 percent of the services covered by this Contract have <br />been performed upon the effective date of such termination, the Contractor <br />shall be reimbursed (in addition to the above payment) for that portion of <br />the actual out-of-pocket expenses (not otherwise reimbursed under this <br />Contract) incurred by the Contractor during the Contract period which are <br />directly attributable to the uncompleted portion of the services covered by <br />this Contract. If this Contract is terminated due to the fault of the <br />Contractor, Paragraph 10 hereof relative to termination shall apply. <br />12. Changes. The City may, from time to time require changes in the <br />scope of the services of the Contractor to be performed hereunder. Such <br />changes, including any increase or decrease in the amount of the Contractor's <br />compensation, which are mutually agreed upon by and between the City and the <br />Contractor, shall be incorporated in written amendments to this Contract. <br />Any change in this Contract must be mutually agreed to in writing by both <br />parties herein before the same shall become binding. <br />13. Equal Employment Opportunity. <br />a. The Contractor will not discriminate against any employee or <br />