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<br />1. In the event of termination, all finished and unfinished documents, <br />data and other work product prepared by Contractor (and sub- <br />Contractor[s]) shall be delivered to the City and the City shall <br />compensate the Contractor for all services satisfactorily performed <br />prior to the date of termination, as provided in Paragraph 5 herein. <br /> <br />11. Notwithstanding the foregoing, the Contractor shall not be relieved <br />of liability to the City for damages sustained by it by virtue of a <br />breach of the agreement by Contractor and the City may <br />reasonably withhold payments to Contractor for the purposes of <br />set-off until such time as the exact amount of damages due the City <br />from the Contractor is determined. <br /> <br />111. After receipt of a Termination Notice and except as otherwise <br />directed by the City, the Contractor shall: <br /> <br />1. Stop work on the date and to the extent <br />specified; <br /> <br />2. Terminate and settle all orders and subcontracts <br />relating to the performance of the terminated <br />work; <br /> <br />3. Transfer all work in process, completed work <br />and other materials related to the terminated <br />work to the City; and <br /> <br />4. Continue and complete all parts of that work <br />that have not been terminated. <br /> <br />B. Termination for Convenience of City. The City may, for its convenience and <br />without cause terminate the services then remaining to be performed provided <br />that the Contractor is given fifteen (15) days written notice. <br /> <br />C. Termination for Insolvency. The City also reserves the right to terminate the <br />remaining services to be performed in the event the Contractor is placed either <br />in voluntary or involuntary bankruptcy or makes any assignment for the <br />benefit of creditors. <br /> <br />11. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING. The Contractor shall not <br />subcontract, assign or transfer any work under this agreement without the prior written <br />consent of the City. Should the Contractor subcontract any services under this agreement, it <br />shall be done with continued liability for the Contractor. The Contractor shall remain <br />responsible for services, responsibilities and liabilities of any person or entity acting under <br />Contractor. <br /> <br />12. AUTHORITY TO PRACTICE. Contractor hereby represents and warrants that it <br />has and will continue to maintain all licenses and approvals required to conduct its business <br /> <br />Dry Cleaning Agreement CIOII-028 <br /> <br />Page 5 of9 <br /> <br />t""J13' <br />UJ <br />