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. _ . <br /> , <br /> (b) Notwithstanding the pravisions of (a) above, either party may terminate this <br /> Agreement without cause by giving written notice not less than thirty (30) days <br /> prior ta the effective date of termination, which date shall be included in sa:id <br /> notice. CITY shali campensate VENDQR for any product delivered and/or for <br /> services rendered, and reimburse VENDQR for costs and expenses incurred, to <br /> the date of terminatian, calculated in accordance with the pravisions of paragraph <br /> 3. In ascerta'rning the services actually rendered ta the �ate of termination, <br /> consideration shall be given both ta completed work and r�vork in process af <br /> completian. Nothing herein contained shaU 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 here�nder. <br /> 3. Compensation; Expenses; Payment. CITY shall compensate VENDOR for all _ <br /> produc#s supplied or services performed by VENDOR hereunder as shown in <br /> Exhibit B attached hereto and by this reference incorporated herein. <br /> Nofinrithstanding the foregoing, the cambined total of compensation and <br /> reimbursement of costs payable hereunder shall not exceed the sum <br /> $132,Q00.00 unless additional amounts have been approved in advance of <br /> � supplying the product, performing the services ar incurring the costs and <br /> expenses by CITY's City Manager (for contracts less than $30,f300} or City <br /> Council (for contracts $30,�OQ or more) evidenced by motion duly made and <br /> camed. <br /> Gompensation and reimbursement of costs and expenses hereunder shall be <br /> payable upon VENDOR meeting contract milestones as defined in E�tibit B. <br /> Billing shall include an itemized statement, briefly describing by task and labor <br /> category or costlexpense items billed. <br /> 4. Additional Services. In the event C(TY desires the delivery of additional products <br /> or performance of additianaf services nat otherwise included within Exhibit A, <br /> such products or services �half be authorized in advance by CITY's City Manager <br /> (for confiracts less than $30,000) or City Council (for contracts $30,OQ0 or more} <br /> by motion duly made and carried. Such amendment to this Agreement shall <br /> include a description of the produc# 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 apprapriate: 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. VENDDR 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 far review and <br /> copying during regu(ar business hours af VENDOR's place of business or as <br /> otherwise agreed upon by the parties. <br /> REV:iaia-i4 nn�� - <br /> Page 2 bf 12 <br /> ATTYIAGR2014.2Q9/Development of CalOpps for Foster City <br />