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Contractor of its intent to terminate hereunder, the Contractor may terminate performance <br /> • ,!under this Contract by written notice to the Engineer/Architect and the City. In such event, <br /> the Contractor shall be entitled to recover from the City as though the City had terminated the <br /> .Contractor's performance under this Contract for convenience pursuant to Subparagraph <br /> 12.2.1 hereunder. <br /> 12.2 Termination by the City. <br /> 12.2.1 For Convenience <br /> 12.2.1.1 The City may for any reason whatsoever terminate performance under this <br /> Contract by the Contractor for convenience. The City shall give written notice of such <br /> termination to the Contractor specifying when termination becomes effective. <br /> 12.2.1.2 The Contractor shall incur no further obligations in connection with the Work and <br /> the Contractor shall stop Work when such termination becomes effective. The Contractor <br /> shall also terminate outstanding orders and subcontracts. The Contractor shall settle the <br /> liabilities and claims arising out of the termination of subcontracts and orders. The City may <br /> direct the Contractor to assign the Contractor's right, title and interest under terminated orders <br /> or subcontracts to the City or its designee. <br /> 12.2.1.3 The Contractor shall transfer title and deliver to the City such completed or <br /> partially completed Work and materials, equipment, parts fixtures, information and Contract <br /> rights as the Contractor has. <br /> 12.2.1.4 <br /> (a) The Contractor shall submit a termination claim to the City and the <br /> • Engineer/Architect specifying the amounts due because of the termination for convenience. <br /> together with costs, pricing or other data required by the Engineer / Architect. If the <br /> Contractor fails to file a termination claim within one (1) year from the effective date of <br /> termination, the City shall pay the Contractor, an amount derived in accordance with sub- <br /> paragraph (c) below. <br /> (b) The Cityand the Contractor mayagree to the compensation, if any, due <br /> 9 P Y <br /> to the Contractor hereunder. <br /> (c) Absent agreement to the amount due to the Contractor, the City shall <br /> pay the Contractor the following amounts: <br /> (i) Contract prices for labor, materials, equipment and other <br /> services accepted under this Contract; <br /> (ii) Reasonable costs incurred in preparing to perform and in. <br /> performing the terminated portion of the Work, and in <br /> terminating the Contractor's performance, plus a fair and <br /> reasonable allowance for overhead in the amount of seven <br /> percent (7%) of the Contractor's direct costs, and a <br /> reasonable allowance for profit in the amount of five <br /> percent (5%) of the Contractor's direct costs (such profit <br /> shall not include consequential <br /> or anticipatedprofit . <br /> p <br /> damages); and profit thereon (such profit shall not include <br /> anticipated profit or consequential damages); provided <br /> 32 <br />