Agmt07 Sun Ridge Systems - (R I M S)

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(b) Notwithstanding the provisions of (a) above, either party may terminate this Agreement without cause by giving written notice not less than thirty (30) days prior to the effective date of termination, which date shall be included in said notice. Both parties agree that the thirty (30) day notification period shall be used by both parties for the purposes of seeking a mutually satisfactory solution to the dispute precipitating default. In the event that the parties are unable to resolve this dispute within the thirty (30) day notification period, the non-defaulting party shall have the right to immediately terminate this agreement. In the event of such termination, City shall compensate VENDOR for services rendered, and reimburse VENDOR for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3.3. In ascertaining the services actually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of City to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to City hereunder. 3.3 Compensation: Expenses: Payment. City shall compensate VENDOR for all services performed by VENDOR hereunder in an amount based upon Vendor's FEE SCHEDULE marked Exhibit "B" hereof, attached hereto and by this reference incorporated herein. Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum of $633,062 unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by City Council evidenced by motion duly made and carried. Compensation and reimbursement of costs and expenses hereunder shall be payable upon contract milestones therefore by VENDOR to City, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. 4. Additional Services. In the event City desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by City Council by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefore, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment. 2