R97-79 AUTHORIZING EXECUTION OF AGREEMENT

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, . _ performed by corporate counsel shall be charged based on average hourly fees in law firms at the sites of the action for like quality and quantity of le�al representation. 14. Future Services- These terms and conditions shall apply to all futute orders and extensions of this contract unless otherwise amended in writing and signed by both parties. The Contractor must recognize that the services to be provided by the Contract are important to the City; that continuity thereof must be maintained at a consistently high level without interruption; that upon expiration or termination of the Contract, a successor, either the City or another Contractor, may continue these services; that the successor shall need phase-in training; and that the Contractor must Qive his best effort to ensure an orderly and unimpeded transition to a successor. In view of the above, the Contractor shall, upon written notification from the City, provide phase-in, � phase-out (PIPO) services for up to thirty (30) days after the Contract expires or is terminated. After notification, the Contractor shall cooperate in good faith with a successor in determining the nature and extent of the PIPO, including the development of a mutually acceptable PIPO plan, subject to approval by the City. The Contractor shall provide sufficient experienced � personnel during the PIPO period to ensure that all services called for by the Contract aze maintained at the specified level of contract performance. The Contractor shall be reimbursed for all reasonable PIPO costs, including overhead and allowing for profit, which accrue within the agreed period after Contract expiration or termination. Should Contractor services be unreasonably interrupted or reduced to an unacceptable level during the period of the Contract,the City reserves the right to continue the services by whatever means available. It is understood the City will not be invoiced and will not pay for service not performed or services performed at an unsatisfactory level. Further, such service interruptions shall be grounds for termination of the Contract at the City's discretion. The Contractor's liability , for failure to perform under the Contract shall not be relieved due to strikes,work slow downs, or ' other job actions by the Contractor's employees and/or by employees of one or more of the Contractor's subcontractors. The City's failure at any time to require performance of any provisions of the Contract by the Contractor shall in no way affect the right of the City thereafter to require performance of any provisions of the Contract by the Contractor. Any waiver of by the City or any breach of any provision herein shall not be taken or held to be a waiver of any succeeding breach of any provision or as a waiver of any provision itself. The City pledges to cooperate fully with the Contractor to explore any concerns regazding service and perfonnarice standards. The City shall notify the Contractor, orally and follow up in writing, of performance � problems with respect to the services required by this RFP and of failures to meet the Contractor's proposed performance standazds or other obligations. The Contractor shall be given a reasonable amount of time to take correcdve actions with respect to problems identified by the City. 15. Assignment- . Neither the Contractor or the City shall assign or ttansfer, by operation of law or otherwise, its rights, responsibilities, duties, commitments, or obligations, or any portion thereof, without prior written consent of the other party and of any surety company,if required. 16. Entire Agreement- This writing represents the entire agreement between the parties. No oral statement or representation shall change or otherwise affect any provisions. Page 9 of 14