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the City pay for profit or overhead on work not performed. <br />3. This Letter Agreement may be terminated by the City without cause upon ten (10) <br />days' written notice to the Consultant. In the event of such a termination without <br />cause, the Consultant shall be compensated for all services completed pursuant to <br />this Letter Agreement to the satisfaction of the City up to and through the date of <br />termination, together with Reimbursable Expenses incurred. In such event, the <br />Consultant shall promptly submit to the City its invoice for final payment and <br />reimbursement which invoice shall comply with the provisions of Section 2.5 of <br />EXHIBIT "F" of the Continuing Services Agreement and Section F of this Letter <br />Agreement. <br />4. Under no circumstances shall the City make payment of profit or overhead for work <br />that has not been performed. Additionally, the City shall not make payment for the <br />following items: <br />a. Anticipated profits or fees to be earned on completed portions of the work; <br />b. Consequential damages; <br />c. Costs incurred in respect to materials, equipment or services purchased or work <br />done in excess of reasonable quantitative requirements of this Letter Agreement; <br />d. Expenses of Consultant due to the failure of Consultant or its subconsultants to <br />discontinue the work with reasonable promptness after notice of termination has <br />been given to the Consultant; <br />e. Losses upon other contracts or from sales or exchanges of capital assets or <br />Internal Revenue Code Section 1231 assets; and <br />f. Damage or loss caused by delay. <br />D. DELIVERABLES <br />The Consultant will provide the deliverables more particularly set forth and described in <br />EXHIBIT "1," which is incorporated herein and made a part hereof. <br />E. SCHEDULE <br />1. The Consultant will commence work upon receipt of an executed Letter Agreement <br />and shall perform its services as expeditiously as practical to meet the project <br />schedule attached as EXHIBIT "1" to this Letter Agreement. <br />2. Upon receipt of the fully executed Purchase Order, the Consultant shall commence <br />services to the City, and shall continuously perform services to the City, without <br />interruption, in accordance with the time frames set forth in the "Project Schedule," a <br />copy of which is attached and incorporated into this Letter Agreement as EXHIBIT <br />"1." The number of calendar days from the Commencement Date, through the date set <br />forth in the Project Schedule for completion of the Project or the date of actual <br />completion of the Project, which ever shall last occur, shall constitute the Contract <br />Time. <br />LETTER AGREEMENT — CONSTRUCTION ADMINISTRATION <br />Page 2 of 6 <br />422 <br />