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SECTION 6 BILLING AND PAYMENTS TO CONSULTANT <br />6.1 Billing by the Consultant shall be in accordance with EXHIBIT "1" of this Agreement. <br />Payments to the Consultant shall also be in accordance with EXHIBIT "F" of the <br />Continuing Services Agreement and EXHIBIT "1" of this Agreement. <br />6.2 Reserved. <br />SECTION 7 TERM <br />7.1 This Agreement shall commence on the date this instrument is fully executed by all parties <br />and shall continue in full force and effect for a term of seventeen (17) months from the date <br />of issuance by City of a Notice to Proceed, unless otherwise terminated pursuant to Section <br />8.1 or 8.2, or other applicable sections of this Agreement. <br />SECTION 8 TERMINATION <br />8.1 TERMINATION FOR CAUSE <br />8.1.1 This Agreement may be terminated by either party upon seven (7) days' written notice <br />to the other should such other party fail substantially to perform in accordance with its <br />material terms through no fault of the party initiating the termination. In the event of a <br />termination for cause, the Consultant shall be entitled to receive compensation for any <br />work completed pursuant to the Agreement to the satisfaction of the City through the <br />date of termination, less any amounts which the City reasonably deems necessary to <br />withhold in order to correct any defects or deficiencies in the work performed by the <br />Consultant. In no event shall the City pay for profit or overhead on work not performed. <br />8.2 TERMINATION FOR CONVENIENCE <br />8.2.1 This Agreement may be terminated by the City without cause upon ten (10) days' <br />written notice to the Consultant. In the event of such a termination without cause, the <br />Consultant shall be compensated for all services completed pursuant to this Agreement <br />to the satisfaction of the City up to and through the date of termination, together with <br />Reimbursable Expenses incurred. In such event, the Consultant shall promptly submit <br />to the City its invoice for final payment and reimbursement which invoice shall comply <br />with the provisions of Section 2.5 of EXHIBIT "F" of the Continuing Services <br />Agreement. <br />8.2.2 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 />8.2.2.1 Anticipated profits or fees to be earned on completed portions of the work; <br />8.2.2.2 Consequential damages; <br />Page 5 of 10 <br />