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<br />EXHIBIT B <br />CONTRACT FOR PROFESSIONAL SERVICES <br />. <br /> <br />TERMS AND CONDITIONS <br /> <br /> <br />1. Termination of Contract for Cause. If. through any cause. the Consultant <br />shall fail to fulfill in a timely and proper manner his/her obligations <br />under this Contract. or if the Consultant shall violate any of the <br />covenants. agreements. or stipulations of this Contract. the City/County <br />shall thereupon have the right to terminate this Contract by giving <br />written notice to the Consultant of such termination and specifying the <br />effective date thereof. at least five days before the effective date of <br />such termination. In such event, all finished or unfinished documents. <br />data. studies. surveys. drawings. maps, models, photographs and reports <br />prepared by the Consultant under this Contract shall, at the option of the <br />City/County, become its property and the Consultant shall be entitled to <br />receive just and equitable compensation for any work satisfactorily <br />completed hereunder. <br /> <br />Notwithstanding the above, the Consultant shall not be relieved of <br />liability to the City/County for damages sustained by the City/County by <br />virtue of any breach of the Contract by the Consultant, and the <br />City/County may withhold any payments to the Consultant for the purpose of <br />set-off until such time as the exact amount of damages due the City/County <br />from the Consultant is determined. <br /> <br />2. Termination for Convenience of the CitY/County. The City/County may <br />terminate this Contract at any time by giving at least ten (10) days <br />notice in writing to the Consultant. If the Contract is terminated by the <br />City/County as provided herein. the Consultant will be paid for the time <br />provided and expenses incurred up to the termination date. If this <br />Contract is terminated due to the fault of the Consultant. Paragraph 1 <br />hereof relative to termination shall apply. <br /> <br />3. Changes. The City/County may. from time to time, request changes in the <br />scope of the services of the Consultant to be performed hereunder. Such <br />changes, including any increase or decrease in the amount of the <br />Consultant's compensation, which are mutually agreed upon by and between <br />the City/County and the Consultant. shall be incorporated in written <br />amendments to this ContrQct. <br /> <br />4. Personnel. <br /> <br />(a.) The Consultant represents that he/she has, or wi!l secure at his own <br />expense. all personnel required in performing the services under this <br />Contract. Such personnel shall not be employees of or have any <br />contractual relationship with the City/County. <br /> <br /> <br /> <br /> <br /> <br />Page 1 of G <br />