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<br />services satisfactorily performed prior to the date of <br />termination, as provided in Paragraph 5 herein. <br /> <br />ii. Notwithstanding the foregoing, the Contractor shall not be <br />relieved of liability to the City for damages sustained by it by <br />virtue of a breach of the agrccment by Contractor and the City <br />may reasonably withhold payments to Contractor for the <br />purposcs of set-off until such time as the exact amount of <br />damages due the City from the Contractor is determined. <br /> <br />Iii. After receipt of a Termination Noticc and cxcept as othcrwisc <br />directed by the City, the Contractor shall: <br /> <br />I. Stop work on the date and to the extent <br />specified; <br /> <br />2. Terminate and settle all orders and <br />subcontracts relating to the performance of <br />the terminated work; <br /> <br />3. Transfer all work in process, completed <br />work and other materials related to the <br />terminated work to the City; and <br /> <br />4. Continue and complete all parts of that <br />work that have not been terminated. <br /> <br />b. Termination for Convenience of Citv. The City may, for its convenience <br />and without cause terminate the services then remaining to be performed <br />provided that the Contractor is given ten (10) days notice. In such an <br />event, the terms of subparagraphs (i) through (iii) above shall apply. <br /> <br />c. Termination for Insolvency. The City also reserves the right to terminate <br />the remaining services to be performed in the event the Contractor is <br />placed either in yoluntary or involuntary bankruptcy or makes any <br />assignment for the benefit of creditors. <br /> <br />12. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING. The Contractor shall <br />not subcontract, assign or transfer any work under this agreement without the prior <br />written consent of the City. Should the Contractor subcontract any services under this <br />agreement, it shall be done with continued liability for the Contractor. The Contractor <br />shall remain responsible for services, responsibilities and liabilities of any person or <br />entity acting under Contractor. <br /> <br />13. TIME OF COMI'LETION. The services to be rendered by the Contractor shall <br />be commenced upon issuance of a Notice to Proceed by the City Manager or his designec <br /> <br />ClI12-020 Beach Signs- GRAPHPLEX <br /> <br />Page 6 of 11 <br /> <br />'\ '\"J <br /><: \ .~,) <br />