Common use of Termination for Cause or Convenience Clause in Contracts

Termination for Cause or Convenience. 5.7.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default. 5.7.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.05.1 If Contractor Consultant becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor Consultant shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor Consultant upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of ContractorConsultant’s default. 5.7.2 5.05.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor Consultant is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, ContractorConsultant’s compensation shall be equitably adjusted. 5.7.3 5.05.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor Consultant shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor Consultant in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.08.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days days’ written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default. 5.7.2 5.08.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days days’ written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 5.08.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.08.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.08.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default. 5.7.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.7.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.09.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City University may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of CityUniversity’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City University to be incurred by reason of Contractor’s default. 5.7.2 5.09.2 This Agreement may be terminated in whole or in part in writing by City University for CityUniversity’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to terminationterminate. If City University terminates for convenience, Contractor’s compensation shall be equitably adjustedadjusted to reflect services performed prior to the effective date of termination. 5.7.3 5.09.3 Upon receipt of notice of termination for default or for CityUniversity’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City University all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.09.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of CityUniversity. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.09.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.06.1 If Contractor Consultant becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor Consultant shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor Consultant upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of ContractorConsultant’s default. 5.7.2 5.06.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor Consultant is given (1) not less than ten thirty (1030) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, ContractorConsultant’s compensation shall be equitably adjusted. 5.7.3 5.06.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall Consultant shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor Consultant in performing this Agreement, whether completed or in process. 5.7.4 If. For purposes of this Agreement, after termination for Contractor’s default“Works” shall mean, it is determined that Contractor was without limitation, improvements, reports, documentation, ideas and writings and applications thereof relating to the services provided to City pursuant to this Agreement including, but not in defaultlimited to, the termination shall be deemed to have been memoranda, notes, lists, charts, drawings, records, files (and all copies thereof) made for the convenience or compiled by Consultant on behalf of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.08.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default. 5.7.2 5.08.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 5.08.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.08.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.08.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.10.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City University may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of CityUniversity’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City University to be incurred by reason of Contractor’s default. 5.7.2 5.10.2 This Agreement may be terminated in whole or in part in writing by City University for CityUniversity’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to terminationterminate. If City University terminates for convenience, Contractor’s compensation shall be equitably adjustedadjusted to reflect services performed prior to the effective date of termination. 5.7.3 5.10.3 Upon receipt of notice of termination for default or for CityUniversity’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City University all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.10.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of CityUniversity. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.10.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. DRAFT 5.7.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default.. RGPickles - VS Legal 5.7.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.7.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.8.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default. 5.7.2 5.8.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 5.8.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.8.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.08.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City Corporation may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of CityCorporation’s intent to terminate, and (2) an opportunity for consultation with City Corporation prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City Corporation to be incurred by reason of Contractor’s default. 5.7.2 5.08.2 This Agreement may be terminated in whole or in part in writing by City Corporation for CityCorporation’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice (delivered certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with City Corporation prior to termination. If City terminates Corporation effects termination for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 5.08.3 Upon receipt of notice of a termination action for default or for Citythe Corporation’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City Corporation all Works data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.08.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made effected for the convenience of CityCorporation. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 Paragraph 5.08.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.04.1 If Contractor Consultant becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor Consultant shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, (2) an opportunity during the (10) calendar day period to cure any such default; and (23) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor Consultant upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of ContractorConsultant’s default. 5.7.2 5.04.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor Consultant is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, ContractorConsultant’s compensation shall be equitably adjustedadjusted so that Consultant is compensated for all work completed prior to the date of termination. 5.7.3 5.04.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor Consultant shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor Consultant in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.07.1 If Contractor Consultant becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor Consultant shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor Consultant upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of ContractorConsultant’s default. 5.7.2 5.07.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor Consultant is given (1) not less than ten thirty (1030) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, ContractorConsultant’s compensation shall be equitably adjusted. 5.7.3 5.07.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall Consultant shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor Consultant in performing this Agreement, whether completed or in process. 5.7.4 If. For purposes of this Agreement, after termination for Contractor’s default“Works” shall mean, it is determined that Contractor was without limitation, improvements, reports, documentation, ideas and writings and applications thereof relating to the services provided to City pursuant to this Agreement including, but not in defaultlimited to, the termination shall be deemed to have been memoranda, notes, lists, charts, drawings, records, files (and all copies thereof) made for the convenience or compiled by Consultant on behalf of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.07.1 If Contractor Insurer becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor Insurer shall be given (1) not less than ten (10) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor Insurer upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of ContractorInsurer’s default. 5.7.2 5.07.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor Insurer is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, ContractorInsurer’s compensation shall be equitably adjusted. 5.7.3 5.07.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor Insurer shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor Insurer in performing this Agreement, whether completed or in process. 5.7.4 If. For purposes of this Agreement, after termination for Contractor’s default“Works” shall mean, it is determined that Contractor was without limitation, improvements, reports, documentation, ideas and writings and applications thereof relating to the services provided to City pursuant to this Agreement including, but not in defaultlimited to, the termination shall be deemed to have been memoranda, notes, lists, charts, drawings, records, files (and all copies thereof) made for the convenience or compiled by Insurer on behalf of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.08.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it is deemed no longer competitive as the result of a County initiated Request for Proposal and/or Request for Quote process, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City County may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of City’s County's intent to terminate, and (2) an opportunity for consultation with City County prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City County to be incurred by reason of Contractor’s 's default. 5.7.2 5.08.2 This Agreement may be terminated in whole or in part in writing by City County for City’s County's convenience; provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City County prior to termination. If City County terminates for convenience, Contractor’s 's compensation shall be equitably adjusted. 5.7.3 5.08.3 Upon receipt of notice of termination for default or for City’s County's convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City County all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.08.4 If, after termination for Contractor’s 's default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of CityCounty. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 Paragraph 5.08.2 and the recovery of such price adjustment shall be Contractor’s 's sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 5.07.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City County may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of CityCounty’s intent to terminate, and (2) an opportunity for consultation with City County prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other unperformed work; furthermore, an adjustment but Contractor will be paid as agreed for all services provided prior to receiving notice of the termination of this agreement. 5.07.2 Either party may terminate this Agreement, for convenience without cause, upon thirty (30) days prior written notice, and Contractor shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default. 5.7.2 This Agreement may be terminated in whole or in part in writing by City paid as agreed for City’s convenience; all services provided that Contractor is given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted.receiving notification of the termination of this agreement, 5.7.3 5.07.3 Upon receipt of notice of a termination action for default or for Citythe County’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City County all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.07.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made effected for the convenience of City. In such eventCounty, adjustment and Contractor shall be paid as agreed for all services provided prior to receiving notification of the price provided for in termination of this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recoveryagreement.

Termination for Cause or Convenience. 5.7.1 5.04.1 If Contractor Consultant becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor Consultant shall be given (1) not less than ten three (103) calendar days written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor Consultant upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of ContractorConsultant’s default. 5.7.2 5.04.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor Consultant is given (1) not less than ten five (105) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, ContractorConsultant’s compensation shall be equitably adjusted. 5.7.3 5.04.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor Consultant shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor Consultant in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

Termination for Cause or Convenience. 5.7.1 A. If Contractor CONSULTANT becomes insolvent, or if it refuses or fails to perform the work and services Services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this the Agreement, then City LOCAL PUBLIC AGENCY may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days by providing written notice (delivered by certified mail, return receipt requested) of CityLOCAL PUBLIC AGENCY’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor CONSULTANT upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City LOCAL PUBLIC AGENCY to be incurred by reason of ContractorCONSULTANT’s default. 5.7.2 This B. Both Parties shall have the right to terminate this Agreement may be terminated in whole or in part in writing by City at any time for City’s convenience; , provided that Contractor the Party which is given (1) not less than ten (10) calendar days being notified of the termination is provided written notice (delivered by certified mail, return receipt requested) of the other Party’s intent to terminate and (2) an opportunity for consultation with City prior to the termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 C. Upon receipt of notice of a termination action for default or for City’s convenience, Contractor CONSULTANT shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City LOCAL PUBLIC AGENCY all Works data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by Contractor CONSULTANT in performing this Agreement, whether completed or in process. 5.7.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination . CONSULTANT shall be deemed paid only for those services rendered and expenses incurred prior to have been made for the convenience of Citytermination. In such event, adjustment of the price provided for in this Agreement No other amounts or damages shall be made as provided in Section 5.8.1 and the recovery of such price adjustment shall be Contractor’s sole remedy and recoverydue CONSULTANT, including without limitation, amounts for anticipated profit on unperformed services.

Termination for Cause or Convenience. 5.7.1 5.09.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City University may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days written notice of CityUniversity’s intent to terminate, and (2) an opportunity for consultation with City University prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work; furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City University to be incurred by reason of Contractor’s default. 5.7.2 5.09.2 This Agreement may be terminated in whole or in part in writing by City University for CityUniversity’s convenience; provided that Contractor is given given (1) not less than ten (10) calendar days written notice of intent to terminate and (2) an opportunity for consultation with City University prior to termination. If City University terminates for convenience, Contractor’s compensation shall be equitably adjusted. 5.7.3 5.09.3 Upon receipt of notice of termination for default or for CityUniversity’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City University all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process. 5.7.4 5.09.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of CityUniversity. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.8.1 5.09.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.