Common use of TERMINATION FOR CAUSE BY CITY Clause in Contracts

TERMINATION FOR CAUSE BY CITY. 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.05.1.2 Contractor becomes insolvent; 4.05.1.3 5.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 5.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 If Contractor defaults under this Agreement, the Director may either terminate this Agreement after providing or allow Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that which exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and occurs, the Director determines that the City wishes to terminate the Agreementmay, then the Director must but is not obligated to, deliver a written notice to Contractor describing the default and the proposed termination date, (with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice) describing the default and the termination date. The Director, at his or her sole option, may extend the termination date to a later date. If the Director allows Contractor cures to cure the default and Contractor does so to the Director’s satisfaction before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement Contract on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 ‌ 5.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.05.1.2 Contractor becomes insolvent; 4.05.1.3 5.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 5.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 4.5.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 4.5.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 4.5.1.2 Contractor becomes insolvent; 4.05.1.3 4.5.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 4.5.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 4.5.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 4.5.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 ‌ 5.5.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.5.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.5.1.2 Contractor becomes insolvent; 4.05.1.3 5.5.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.5.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 5.5.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.5.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.05.1. If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.05.1.1. Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.05.1.2. Contractor becomes insolvent; 4.05.1.3 5.05.1.3. all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4. a receiver or trustee is appointed for Contractor. 4.05.2 5.05.2. If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3. To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 4.04.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 4.04.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 4.04.1.2 Contractor becomes insolvent; 4.05.1.3 4.04.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 4.04.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 4.04.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 4.04.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 If Contractor defaults under this Agreement, the Director City Controller may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director City Controller determines that the City wishes to terminate the Agreement, then the Director City Controller must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The DirectorCity Controller, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director City Controller may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director City Controller must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.4.1 If Contractor Broker defaults under this Agreement, the Director may either terminate this Agreement after providing Contractor written notice and an opportunity or allow Broker to cure the default as provided below. The City’s right 's rights and remedies provided below are in addition to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that which exist now or in the future. Default by Contractor Broker occurs if: 4.05.1.1 Contractor 5.4.1.1 Broker fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor 5.4.1.2 Broker becomes insolvent; 4.05.1.3 5.4.1.3 all or a substantial part of ContractorBroker’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.4.1.4 a receiver or trustee is appointed for ContractorBroker. 4.05.2 5.4.2 If a default occurs and occurs, the Director determines that the City wishes to terminate the Agreement, then the Director must may deliver a written notice to Contractor Broker describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor Broker cures the default to the Director’s satisfaction before the proposed termination date, then the proposed termination is ineffective. If Contractor Broker does not cure the default before the termination date, then the Director upon notice of termination may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.4.3 To effect final termination, the Director must notify Contractor Broker in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor Broker shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and Agreement, promptly cancel all orders or subcontracts chargeable to this Agreement. 5.4.4 If after termination for failure to fulfill contract obligations, it is determined that the Broker had not so failed, the termination shall be deemed to have been effected for the convenience of the City. In such event, payment shall be made as provided in Article 5, inclusive of all sections therein.

TERMINATION FOR CAUSE BY CITY. 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s 's right to terminate this Agreement for Contractor’s 's default is cumulative of all rights and remedies that which exist now or in the future. Default by Contractor occurs if: 4.05.1.1 (1) Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 (2) Contractor becomes insolvent; 4.05.1.3 (3) all or a substantial part of Contractor’s 's assets are assigned for the benefit of its creditors; or 4.05.1.4 (4) a receiver or trustee is appointed for Contractor. 4.05.2 . If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 . To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.04.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that remedies, which exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.04.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.04.1.2 Contractor becomes insolvent; 4.05.1.3 all 5.04.1.3 All or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a 5.04.1.4 A receiver or trustee is appointed for Contractor. 4.05.2 5.04.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor Contractor, describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 thirty (30) days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.04.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement Agreement, and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.05.1 If Contractor Auditor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor Auditor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for ContractorAuditor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor Auditor occurs if: 4.05.1.1 Contractor 5.05.1.1 Auditor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor 5.05.1.2 Auditor becomes insolvent; 4.05.1.3 5.05.1.3 all or a substantial part of ContractorAuditor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4 a receiver or trustee is appointed for ContractorAuditor. 4.05.2 5.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor Auditor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor Auditor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor Auditor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor Auditor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3 To effect final termination, the Director must notify Contractor Auditor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor Auditor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 If Contractor defaults under this Agreement, the Director may either terminate this Agreement after providing or allow Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that which exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and occurs, the Director determines that the City wishes to terminate the Agreementmay, then the Director must but is not obligated to, deliver a written notice to Contractor describing the default and the proposed termination date, (with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice) describing the default and the termination date. The Director, at his or her their sole option, may extend the termination date to a later date. If the Director allows Contractor cures to cure the default and Contractor does so to the Director’s satisfaction before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement Contract on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.04.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s City’s right to terminate this Agreement for Contractor’s Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.04.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.04.1.2 Contractor becomes insolvent; 4.05.1.3 5.04.1.3 all or a substantial part of Contractor’s Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.04.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 5.04.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.04.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.04.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.04.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.04.1.2 Contractor becomes insolvent; 4.05.1.3 5.04.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.04.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 5.04.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.04.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 ‌ 5.05.1. If Contractor defaults under this Agreement, the Director may terminate this Agreement Agreement, in whole or in part, after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.05.1.1. Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.05.1.2. Contractor becomes insolvent; 4.05.1.3 5.05.1.3. all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4. a receiver or trustee is appointed for Contractor. 4.05.2 5.05.2. If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives noticenotice unless Contractor expressly waives its opportunity to cure the default. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then or if Contractor waives its opportunity to cure, the Director may terminate this Agreement on the termination datedate or upon the date that Contractor waived its opportunity to cure, at no further obligation of the City. 4.05.3 5.05.3. To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.05.1 If Contractor Agency defaults under this Agreement, the Director may terminate this Agreement after providing Contractor Agency written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for ContractorAgency’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor Agency occurs if: 4.05.1.1 Contractor 5.05.1.1 Agency fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor 5.05.1.2 Agency becomes insolvent; 4.05.1.3 5.05.1.3 all or a substantial part of ContractorAgency’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4 a receiver or trustee is appointed for ContractorAgency. 4.05.2 5.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor Agency describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor Agency receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor Agency cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor Agency does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3 To effect final termination, the Director must notify Contractor Agency in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor Agency shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 ‌ 5.05.1 If Contractor Agency defaults under this Agreement, the Director may terminate this Agreement after providing Contractor Agency written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for ContractorAgency’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor Agency occurs if: 4.05.1.1 Contractor 5.05.1.1 Agency fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor 5.05.1.2 Agency becomes insolvent; 4.05.1.3 5.05.1.3 all or a substantial part of ContractorAgency’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4 a receiver or trustee is appointed for ContractorAgency. 4.05.2 5.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor Agency describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor Agency receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor Agency cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor Agency does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3 To effect final termination, the Director must notify Contractor Agency in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor Agency shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 5.05.1 If Contractor defaults under this Agreement, the Director City Attorney may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 5.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 5.05.1.2 Contractor becomes insolvent; 4.05.1.3 5.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 5.05.2 If a default occurs and the Director City Attorney determines that the City wishes to terminate the Agreement, then the Director City Attorney must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The DirectorCity Attorney, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director City Attorney may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3 To effect final termination, the Director City Attorney must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 If Contractor defaults under this Agreement, the Director may either terminate this Agreement after providing or allow Contractor written notice and an opportunity to cure the default as provided below. The City’s 's right to terminate this Agreement for Contractor’s 's default is cumulative of all rights and remedies that which exist now or in the future. Default by Contractor occurs if: 4.05.1.1 (1) Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 (2) Contractor becomes insolvent; 4.05.1.3 (3) all or a substantial part of Contractor’s =s assets are assigned for the benefit of its creditors; or 4.05.1.4 (4) a receiver or trustee is appointed for Contractor. 4.05.2 . If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 . To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement Agreement, and promptly cancel all orders or subcontracts chargeable to this Agreement.

TERMINATION FOR CAUSE BY CITY. 4.05.1 ‌ 5.05.1. If Contractor Consultant defaults under this Agreement, the Director may terminate this Agreement after providing Contractor Consultant written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for ContractorConsultant’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor Consultant occurs if: 4.05.1.1 Contractor 5.05.1.1. Consultant fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor 5.05.1.2. Consultant becomes insolvent; 4.05.1.3 5.05.1.3. all or a substantial part of ContractorConsultant’s assets are assigned for the benefit of its creditors; or 4.05.1.4 5.05.1.4. a receiver or trustee is appointed for ContractorConsultant. 4.05.2 5.05.2. If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor Consultant describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor Consultant receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor Consultant cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor Consultant does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 5.05.3. To effect final termination, the Director must notify Contractor Consultant in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor Consultant shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.