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Contract#IRL2018-13 Encumbrance#s GL01-1701($36,000) &GLO 1-1 895($25,000) (b) The Council's Project Manager shall have sole responsibility for transmitting instructions,receiving information,and communicating Council policies and decisions regarding all matters pertinent to performance of the Project. The Council's Project Manager may also issue a Council Supplemental Instruction(CSI)form,Attachment B, to authorize minor adjustments to the Work that are consistent with the purpose of the Work. Both parties must sign the CSI. A CSI may not be used to change the Total Compensation,quantity,quality,or the Completion Date of the Work,or to change or modify the Agreement. 9. PROGRESS REPORTS AND PERFORMANCE MONITORING (a) Progress Reports. Recipient shall provide to the Council Project update/status reports as provided in the Statement of Work. Reports will provide detail on progress of the Project and outline any potential issues affecting completion or the overall schedule. Reports may be submitted in any form agreed to by Council's Project Manager and Recipient,and may include emails,memos,and letters. (b) Performance Monitoring.For as long as the Project is operational,the Council shall have the right to inspect the operation of the Project during normal business hours upon reasonable prior notice. Recipient shall make available to the Council any data that is requested pertaining to performance of the Project. 10. TERMINATION. The IRL Council may terminate this Agreement without cause upon 10 days written notice. In such event Recipient shall be compensated for all Work performed in accordance with this Agreement to the effective date of termination.If Recipient materially fails to fulfill its obligations under this Agreement, including any specific milestones established herein, the Council shall provide Recipient written notice of the deficiency by forwarding a Notice to Cure, citing the specific nature of the breach. Recipient shall have thirty(30)days to cure the breach. If Recipient fails to cure the breach within the thirty(30)day period,the Council shall issue a Termination for Default Notice and this Agreement shall be terminated upon receipt of said notice. In such event,Recipient shall refund to the Council all funds provided to Recipient pursuant to this Agreement within thirty(30)days of such termination. The Council may also terminate this Agreement upon ten(10)days written notice in the event any of material misrepresentations in the Project Proposal. ADDITIONAL PROVISIONS(Alphabetical) 11. ASSIGNMENT. Recipient shall not assign this Agreement,or any monies due hereunder, without the Council's prior written consent.Recipient is solely responsible for fulfilling all work elements in any contracts awarded by Recipient and payment of all monies due.No provision of this Agreement shall create a contractual relationship between the Council and any of Recipient's contractors or subcontractors. 12. AUDIT;ACCESS TO RECORDS;REPAYMENT OF FUNDS (a) Maintenance of Records.Recipient shall maintain its books and records such that receipt and expenditure of the funds provided hereunder are shown separately from other expenditures in a format that can be easily reviewed.Recipient shall keep the records of receipts and expenditures, copies of all reports submitted to the Council,and copies of all invoices and supporting documentation for at least five(5)years after expiration ofthis Agreement.In accordance with generally accepted governmental auditing standards,the Council shall have access to and the right to examine any directly pertinent books and other records involving transactions related to this Page 5