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<br />13. TERMINATION. <br /> <br />a. Termination for Default. If, through any cause within the reasonable control <br />the Contractor shall fail to fulfill in a timely manner or otherwise violate any of <br />the covenants, agreements or stipulations material to this agreement, the City <br />shall have the right to terminate the services then remaining to be performed. <br />Prior to the exercise of its option to terminate for cause, the City shall notify <br />the Contractor of its violation of the particular terms of the agreement and <br />grant Contractor ten (10) days to cure such default. If the default remains <br />uncured after ten (10) days the City may terminate this agreement. <br /> <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 6 herein. <br /> <br />H. 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 />HI. 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 ten (10) days notice. <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 /> <br />27 <br />