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12.0 DEFAULT <br />In the event either party should fail or refuse to perform according to the terms of this Agreement, <br />such party may be declared in default. <br />13.0 TERMINATION <br />13.1 This Agreement may be terminated by either party for material breach or default of this <br />Agreement by the other party not caused by any action or omission of the other party by <br />giving the other party written notice at least thirty (30) days in advance of the termination <br />date. Termination pursuant to this subsection shall not prevent either party from exercising <br />any other legal remedies which may be available to it. <br />13.2 In addition to the foregoing, this Agreement may be terminated by the City for its <br />convenience and without cause of any nature by giving written notice at least fifteen (15) <br />days in advance of the termination date. In the event of such termination, the Contractor <br />will be paid for the reasonable value of the Services rendered to the date of termination, <br />not to exceed a pro -rated daily rate, for the Services rendered to the date of termination, <br />and upon such payment, aI1 obligations of the City to the Contractor under this Agreement <br />will cease. Termination pursuant to this Subsection shall not prevent either party from <br />exercising any other legal remedies which may be available to it. <br />14.0 INSPECTION AND AUDIT <br />For a period of three (3) years after the completion of the Services, the City and its duly authorized <br />representatives shall have access, upon reasonable notice during normal business hours, to any <br />books, documents, papers, and records of the Contractor that are related to this Agreement for the <br />purpose of making audits, examinations, excerpts, and transcriptions. <br />15.0 DOCUMENTS <br />All computer input and output, analyses, plans, documents photographic images, tests, maps, <br />surveys, electronic files and written material of any kind generated in the performance of this <br />Agreement or developed far the City in performance of the Services are and shall remain the sole <br />and exclusive property of the City. All such materials shall be promptly provided to the City upon <br />request therefor and at the time of termination of this Agreement, without further charge or expense <br />to the City and in hardcopy or an electronic format acceptable to the City, or both, as the City shall <br />determine. Contractor shall not provide copies of any such material to any other party without the <br />prior written consent of the City. Contractor shall not use or disclose confidential information of <br />the City for purposes unrelated to performance of this Agreement without the City's written <br />consent. <br />6 <br />