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E. TERMINATION <br /> 1. This Agreement may be terminated in whole or in part in writing by either party in the event of <br /> substantial failure by the other party to fulfill its obligations under this Agreement through no <br /> fault of the terminating party;provided that no such termination may be affected unless the other <br /> party is given not less than fifteen(15)calendar days prior written notice(delivered by certified <br /> mail,return receipt requested)of intent to terminate,and an opportunity for consultation with the <br /> terminating party prior to termination. <br /> 2. This Agreement may be terminated in whole or in part in writing by the City for its convenience; <br /> provided that the Professional Service Provider is given not less than fifteen(15)calendar days <br /> prior written notice delivered by certified mail,return receipt requested of intent to terminate,and <br /> an opportunity for consultation with the City prior to termination. <br /> 3. Upon receipt of a notice of intent to terminate from the City pursuant to this Agreement,the <br /> Professional Service Provider shall(1)promptly discontinue all services affected(unless the <br /> notice directs otherwise), and(2)make available to the City at any reasonable time at a location <br /> specified by the City all data,drawings,specifications,reports, estimates,summaries,and such <br /> other information and materials as may have been accumulated by the Professional Service <br /> Provider in performing this Agreement,whether completed or in process. <br /> 4. Upon termination pursuant to this Agreement,the City's Representative may take over the work <br /> and complete the same by agreement with another party or otherwise. <br /> F. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS eThe Professional Service <br /> Provider agrees to abide by and comply with the City's"Equal Employment Opportunity Clause" <br /> (attached and marked hereto as Exhibit F and incorporated herein by reference)to the extent that the <br /> clause is applicable to this contract. <br /> G. INDEPENDENT CONTRACTOR STATUS Nothing contained in this Agreement shall be <br /> construed to make the Professional Service Provider an employee or partner of the City. The <br /> Professional Service Provider shall at all times hereunder be construed to be an independent <br /> contractor. <br /> H. FEDERAL FUNDING. If Federal Funds are utilized as a source of Project funding,the <br /> Professional Service Provider shall abide by the terms of all Federal requirements in the performance <br /> of duties hereunder. <br /> I. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in <br /> writing and executed by both parties hereto. <br /> Last Revised:613/2021 <br />