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11.13. Termination
<br />11.13.1 Any party may terminate this Agreement for cause in the event that: (1) another party violates
<br />any material provisions of this Agreement or performs same in bad faith or (2) unreasonably delays the
<br />performance of its obligations hereunder, upon written notice to said defaulting party five (5) calendar days
<br />prior to termination. As a condition precedent to termination for cause, the defaulting party shall have the right
<br />to cure within a reasonable period.
<br />11 .13.2 In the event this Agreement, or any work autnorization, is terminated by the City for cause,
<br />the City may take over the Professional Services and complete them by contracting with another consultant(s)
<br />or otherwise, and in such event, Consultant shall be liable to the City for any additional cost incurred by the
<br />City due to such termination . "Additional Cost" is defined as the difference between the actual cost of
<br />completion of such incomplete Professional Services and the cost of completion of such Professional Services
<br />which would have resulted from payments to Consultant had this Agreement, or any work authorization, not
<br />been terminated .
<br />11 .13.3 The City shall have the right to terminate this Agreement and any work authorization, in whole
<br />or in part, without cause, and for its convenience, upon five (5) days written notice to Consultant. Consultant
<br />shall have no right to terminate this Agreement for convenience.
<br />11 .13.4 Upon termination, Consultant shall immediately assemble and deliver all documents,
<br />drawings, signed and sealed drawings, Construction Documents, Technical Specifications, electronic
<br />AutoCAD files, calculations, specifications, Microsoft Word documents, correspondence, testing and materials
<br />information, models and associated data, warranties, manuals, written information, electronic data and all
<br />other materials in its possession concerning the Professional Services under this Agreement and City projects
<br />to the City.
<br />11 .13.5 In the event of termination, Consultant, upon receipt of the notice of such termination , shall:
<br />(1) stop the performance of the Professional Services on the date and to the extent specified In the notice of
<br />termination; (2) place no further orders or subcontracts except as may be necessary for completion of any
<br />portion(s) of the Professional Services not terminated and as authorized by the written notice; (3) terminate all
<br />orders and subcontracts to the extent that they relate to the performance of the Professional Services
<br />terminated by the notice of termination; (4) transfer title to the City (to the extent that title has not already been
<br />transferred) and deliver according to the manner, at the times, and to the extent directed by the City, all
<br />property purchased under this Agreement and reimbursed as direct items of cost and not required for
<br />completion of the services not terminated ; (5) promptly assemble and deliver as provided above all
<br />documents related to this Agreement and the associated work authorizations; (6) promptly complete
<br />performance of any Professional Services not terminated by the notice of termination and/or cooperate in
<br />transition of its consulting duties to appropriate parties at the direction of the City.
<br />11 .13.6 In the event of termination, the City shall compensate Consultant for all authorized
<br />Professional Services satisfactorily performed through the termination date, and for costs Incurred, under the
<br />payment terms contained in this Agreement. In the event of Termination for Cause, no payments to
<br />Consultant shall be made (1) for Professional Services not satisfactorily performed and (2) for assembly of and
<br />submittal of documents as required under this Agreement. In no event shall City be obligated to compensate
<br />Consultant for lost profits, or any resulting or consequential damages .
<br />11 .13. 7 Upon termination, this Agreement shall have no further force or effect and the parties shall
<br />be relieved of all further liability under this Agreement, except that the provisions of this section and the
<br />provisions regarding termination, the right to audit, property rights, insurance, indemnification, governing law
<br />and l itigation shall survive termination of this Agreement and remain in full force and effect.
<br />11.14 Communications and Notice
<br />All written notices, demands and other communications required or provided for under this Agreement
<br />Form -PSA CCNA Master 091914
<br />Erdman Anthony -14919
<br />101114
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