Agmt11 Maximus Consulting Services, Inc.

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Section 9. Termination for. Cause. Upon material breach of the terms of this Agreement, the non-breaching patty shall provide written notice to the breaching party specifying the nature of the default. The breaching party shall have a minimum of 30 days from the date of receipt to cure any such default prior to the effective date of termination. Termination for Convenience. Either party may terminate this Agreement without cause upon 60 days' prior written notice to the other. Rights Upon Termination . Upon termination for whatever reason and regardless of the nature of the default (if any), City agrees to pay Consultant in full for all Services provided to City under this Agreement, or any amendment thereto, as of the effective date of termination of the Agreement. 6. Section 16. Limitation of Liability is hereby amended to read in its entirety as follows: Section 16. Limitation of Liability. Client agrees that Consultant's total liability to Client for any and all damages whatsoever arising out of or in any way related to this Agreement shall not in the aggregate. exceed $ 150,000 .00. This limitation shall not apply to direct damages as a result of: (i) personal injury; (ii) personal property damage; and (iii) U.S. copyright infringement. In no event shall Consultant be liable for indirect special incidental economic consequential or punitive damages including but not limited to lost revenue lost • profits replacement goods. loss of technology rights or services loss of data or interruption or loss of use of software or any portion thereof regardless of the i legal theory under which such damages are sought even if Consultant has been advised of the likelihood of such damages and notwithstanding any failure of essential purpose of any limited remedy. Any claim by Client against Consultant relating to this Agreement must be made in writing and presented to Consultant within one (1 ) year after the date on which Consultant completes performance of the services specified in. this .Agreement: 7. A new Section 18 is hereby added to the Agreement to read in its entirety as follows: , Section 18. Subcontracting. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual REV; 09-20-16 RL Page 4 of 10 ATTY/AGR.Amend No. 6/Maximus Consulting Services, Inc