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7.1.B. - Page 4 <br /> (b) Notwithstanding the provisions of (a) above, either party may terminate this <br /> Agreement without cause by giving written notice not less than thirty (30) days <br /> prior to the effective date of termination, which date shall be included in said <br /> notice. CITY shall compensate VENDOR for any product delivered and /or for <br /> services rendered, and reimburse VENDOR for costs and expenses incurred, to <br /> the date of termination, calculated in accordance with the provisions of paragraph <br /> 3. In ascertaining the services actually rendered to the date of termination, <br /> consideration shall be given both to completed work and work in process of <br /> completion. Nothing herein contained shall be deemed a limitation upon the right <br /> of CITY to terminate this Agreement for cause, or otherwise to exercise such <br /> rights or pursue such remedies as may accrue to CITY hereunder. <br /> 3. Compensation; Expenses; Payment. CITY shall compensate VENDOR for all <br /> products supplied or services performed by VENDOR hereunder as shown in <br /> Exhibit B attached hereto and by this reference incorporated herein. <br /> Notwithstanding the foregoing, the combined total of compensation and <br /> reimbursement of costs payable hereunder shall not exceed the sum <br /> $132,000.00 unless additional amounts have been approved in advance of <br /> supplying the product, performing the services or incurring the costs and <br /> expenses by CITY's City Manager (for contracts less than $30,000) or City <br /> Council (for contracts $30,000 or more) evidenced by motion duly made and <br /> carried. <br /> Compensation and reimbursement of costs and expenses hereunder shall be <br /> payable upon VENDOR meeting contract milestones as defined in Exhibit B. <br /> Billing shall include an itemized statement, briefly describing by task and labor <br /> category or cost /expense items billed. <br /> 4. Additional Services. In the event CITY desires the delivery of additional products <br /> or performance of additional services not otherwise included within Exhibit A, <br /> such products or services shall be authorized in advance by CITY's City Manager <br /> (for contracts less than $30,000) or City Council (for contracts $30,000 or more) <br /> by motion duly made and carried. Such amendment to this Agreement shall <br /> include a description of the product to be delivered or services to be performed <br /> thereunder, the maximum compensation and reimbursement of costs and <br /> expenses payable therefor, the time of performance thereof, and such other <br /> matters as the parties deem appropriate. Except to the extent modified by written <br /> amendment, all other terms and conditions of this Agreement shall be deemed <br /> incorporated in each such amendment. <br /> 5. Records. VENDOR shall keep and maintain accurate records of products <br /> delivered or of all time expended in performing services and costs and expenses <br /> incurred relating thereto. Said records shall be available to CITY for review and <br /> copying during regular business hours at VENDOR's place of business or as <br /> otherwise agreed upon by the parties. <br /> REV: 10 -14 -14 MLG <br /> Page 2 of 12 <br /> ATTY /AGR.2014.209 /Development of CalOpps for Foster City <br />