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<br />1. In the event of termination, all finished and unfinished documents, <br />data and other work product prepared by Consultant (and Sub- <br />Consultant[s]) shall be delivered to the City and the City shall <br />compensate the Consultant for all services satisfactorily performed <br />prior to the date of termination. <br /> <br />H. Notwithstanding the foregoing, the Consultant shall not be relieved of <br />liability to the City for damages sustained by it by virtue of a breach of <br />the Agreement by Consultant and the City may reasonably withhold <br />payments to Consultant for the purposes of set-off until such time as <br />the exact amount of damages due the City from the Consultant is <br />determined. <br /> <br />HI. After receipt of a Termination Notice and except as otherwise directed <br />by the City, the Consultant shall: <br /> <br />1. Stop work on the date and to the extent specified; <br /> <br />2. Terminate and settle all orders and subcontracts <br />relating to the performance of the terminated work; <br /> <br />3. Transfer all work in process, completed work and <br />other materials related to the terminated work to <br />the City; and <br /> <br />4. Continue and complete all parts of that work that <br />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 Consultant is given ten (10) 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 Consultant is placed either in <br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br />creditors. <br /> <br />16. ASSIGNl\1ENTS. TRANSFERS. SUBCONTRACTING. Other than the specific sub- <br />consultant services specifically identified in Attachment "A", attached hereto and incorporated <br />herein by reference, the Consultant shall not subcontract, assign or transfer any other services <br />under this Agreement without the prior written consent of the City Manager or his designee. <br />Should the Consultant subcontract any such services under this Agreement, it shall be done with <br />continued liability for the Consultant. The Consultant shall remain responsible for services, <br />responsibilities and liabilities of any person or entity acting under Consultant. <br /> <br />17. AUTHORITY TO PRACTICE. Consultant hereby represents and warrants that it has <br />and will continue to maintain all licenses and approvals required to conduct its business and that <br /> <br />Page 6 of II <br /> <br />':> <br />~ <br /> <br />C 1011-066 Calvin, Giordano & Associates, Inc. Project Management Agreement for the Pier <br />