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SECTION 5 TERMINATION <br />5.1 Termination for Convenience: This Agreement may be terminated by the City for <br />convenience upon ten (10) calendar days' written notice to the Consultant. In the event of <br />such termination, any Services performed by the Consultant under this Agreement shall, at <br />the option of the City, become the City's property, and the Consultant shall be entitled to <br />receive compensation for any Services completed pursuant to this Agreement to the <br />satisfaction of the City tip to and through the date of termination. Under no circumstances <br />shall City make payment for services that have not been performed. Additionally, the City <br />shall not make payment for the following items: <br />5.1.1 Anticipated profits or fees to be earned on completed portions of the work; <br />5.1.2 Consequential damages; <br />5.1.3 Costs incurred in respect to services performed in excess of reasonable quantitative <br />requirements of this Agreement and Project Agreement(s) or Letter Agreement(s); <br />5.1.4 Expenses of Consultant due to the failure of Consultant or its subconsultants to <br />discontinue services after notice of termination has been given to the Consultant; <br />5.1.5 Losses upon other contracts or from sales or exchanges of capital assets or Internal <br />Revenue Code Section 1231 assets; and <br />5.1.6 Damage or loss caused by delay. <br />5.2 Termination for Cause: This Agreement may be terminated by either party upon seven <br />(7) calendar days' written notice to the other party should such other party fail substantially <br />to perform in accordance with its material terms through no fault of the party initiating the <br />termination. In the event the Consultant abandons this Agreement or causes it to be <br />terminated by the City, the Consultant shall indemnify the City against any loss arising <br />from its termination. In the event that the Consultant is terminated by the City for cause <br />and it is subsequently determined by a court of competent jurisdiction that such termination <br />was without cause, such termination shall thereupon be deemed a termination for <br />convenience under Section 5.1 and the provisions of Section 5.1 shall govern. <br />5.3 Termination for Governmental Non -Appropriations: The City is a bona fide <br />governmental entity of the State of Florida with a fiscal year ending on September 30 of <br />each calendar year. If the City does not appropriate sufficient fiends to purchase Services <br />required under this Agreement for any of the City's fiscal years subsequent to the one in <br />which the Agreement is executed and entered into, then this Agreement shall be terminated <br />effective upon expiration of the fiscal year in which sufficient fiends to continue to the <br />satisfaction of the City's obligation under this Agreement were last appropriated by the <br />City and the City shall not in this sole event be obligated to make any further purchases <br />beyond said fiscal year. <br />Authorized City Representative's Initlals: —�;_� <br />4 <br />Authorized Consultant Representative's Initlals:Yi <br />