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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 Contract <br />by the Contractor for convenience. The City shall give written notice of such termination to the <br />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 shall also <br />terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims <br />arising out of the termination of subcontracts and orders. The City may direct the Contractor to <br />assign the Contractor's right, title and interest under terminated orders or subcontracts to the City <br />or its designee. <br />12.2.1.3. The Contractor shall transfer title and deliver to the City such completed or partially <br />completed Work and materials, equipment, parts, fixtures, information and Contract rights as the <br />Contractor has. <br />12.2.1.4. <br />(a) The Contractor shall submit a termination claim to the City and the Engineer / <br />Architect specifying the amounts due because of the termination for convenience together with <br />costs, pricing or other data required by the Engineer / Architect. if the Contractor fails to file a <br />termination claim within one (1) year from the effective date of termination, the City shall pay the <br />Contractor, an amount derived in accordance with subparagraph (c) below. <br />(b) The City and the Contractor may agree to the compensation, if any, due to the <br />Contractor hereunder. <br />(c) Absent agreement to the amount due to the Contractor, the City shall pay the <br />Contractor the following amounts: <br />Contract prices for labor, materials, equipment and other services accepted <br />under this Contract; <br />ii. Reasonable costs incurred in preparing to perform and in performing the <br />terminated portion of the Work, and in terminating the Contractor's <br />performance, plus a fair and reasonable allowance for overhead in the amount <br />of five percent (5%) of the Contractor's direct costs, and a reasonable allowance <br />for profit in the amount of five percent (5%) of the Contractor's direct costs (such <br />profit shall not include anticipated profit or consequential damages); and profit <br />thereon (such profit shall not include anticipated profit or consequential <br />damages); provided however, that if it appears that the Contractor would have <br />not profited or would have sustained a loss if the entire Contract would have <br />Page 29 of 42 <br />