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83, , TERMS AND CONDITIONS PROFESSIONAL MANAGEMENT, ENGINEERING AND /OR ARCHITECTURAL SERVICES 1. '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 /County shall thereupon have the right to terminate this Contract b}% giving written notice to the Firm of such termination and specifying the effective date thereof, at least five days b4fore the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepated by the Firm under this Contract shall, at the option of the City/County, 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 Clty/County for damages sustained by the City/County by virtue of any breach of the Contract by the Firm, and the City/County 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 /County from the Firm is determined. 2. Termination for Convenience of the City /County. Tine City/County 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/County 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.. Changes. The-City/County 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/County and the Firm, shall be incorporated in written. amendments to this Contract. 4. Personnel. a. 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 stall not be employees of or have any contractual relationship with the City/County..- b. 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.