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in having the Agreement completed. Based upon that finding City will determine the <br />final payment due to the Contractor for services performed up to termination of the <br />Agreement. <br />18.2 This Agreement may be terminated for convenience and without cause by either <br />party upon at least 15 calendar days prior written notice to the other party. <br />18.3 In the event of termination as provided in this Section, the Contractor will <br />immediately discontinue any and all services under this Agreement at the City's request. <br />The Contractor will be compensated for all services performed to the termination date <br />which are deemed by the City to be in accordance with this Agreement, however, the <br />total will not exceed the lump sum fee that is payable under this Agreement. This <br />amount will be paid by the City upon the Contractor's delivering to the City all <br />information and materials developed or accumulated by the Contractor in performing the <br />services described in this Agreement, whether completed or in progress. The expense <br />of the reproduction of these items will be borne by the City. <br />19. COVENANTS AGAINST CONTINGENT FEES <br />Contractor warrants that Contractor has not employed or retained any company <br />or person, other than a bona fide employee working for Contractor, to solicit or secure <br />this Agreement, and that Contractor has not paid or agreed to pay any company or <br />person, other than a bona fide employee, any fee, commission, percentage, brokerage <br />fee, gift, or any other consideration contingent upon, or resulting from, the award or <br />making of this Agreement. For breach or violation of this warranty, City will have the <br />right to annul this Agreement without liability, or, in its discretion, to deduct from the <br />Agreement price or consideration, or otherwise recover, the full amount of the fee, <br />commission, percentage, brokerage fees, gift, or contingent fee. <br />20. NO WAIVER OF IMMUNITY <br />The City's execution of and performance under this Agreement will not act as a <br />waiver by the City of any immunity from suit or liability to which it is entitled under <br />applicable law. The parties acknowledge that the City, in executing and performing this <br />Agreement, is a governmental entity acting in a governmental capacity. <br />21. FUNDING OUT <br />As applicable, the Contractor understands that funds for the payment for work <br />performed by the Contractor under this Agreement have been provided through the <br />City's budget approved by City Council for the current fiscal year only. State statutes <br />prohibit the obligation and expenditure of public funds beyond the fiscal year for which a <br />budget has been approved. The City cannot guarantee the availability of funds, and <br />enters into this Agreement only to the extent such funds are made available. The <br />Contractor acknowledges and agrees that it will have no recourse against the City for its <br />9 <br />