Common use of TERMINATION OR SUSPENSION Clause in Contracts

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR 12.1 DESIGN PROFESSIONAL shall be considered in material default of this Agreement and such default will be considered cause for the CITY OWNER to terminate this Agreement, in whole or in part, as further set forth in this sectionherein, for any of the following reasons: (a) DESIGN PROFESSOINAL’s failure to begin work under the Agreement within the times specified under the Notice(s) to Proceedof Authorization, or (b) DESIGN PROFESSIONAL’s failure to properly and timely perform the services to be provided hereunder or as directed by the CITYOWNER, or (c) DESIGN PROFESSIONAL’S failure to provide materially accurate representations to the OWNER in the course of the competitive selection process used to select DESIGN PROFESSIONAL for the award of this Agreement, in the course of negotiating this Agreement, or in the course of performance of this Agreement, or (d) DESIGN PROFESSIONAL’S bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR DESIGN PROFESSIONAL or by any of the CONTRACTOR's DESIGN PROFESSIONAL’S principals, partners, officers or directors, or (de) DESIGN PROFESSIONAL’S failure to obey laws, ordinances, regulations or other codes of conduct, or (ef) failure to perform or abide by the terms or spirit of DESIGN PROFESSIONAL otherwise materially breaches this Agreement, or (f) for any other just cause. The CITY OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ DESIGN PROFESSIONAL five (5) business days written notice. 10.2. 12.2 If, after notice of termination of this Agreement as provided for in paragraph 10.1 12.1 above, it is determined for any reason that the CONTRACTOR DESIGN PROFESSIONAL was not in default, or that its default was excusable, or that the CITY OWNER otherwise was not entitled to the remedy against the CONTRACTOR DESIGN PROFESSIONAL provided for in paragraph 10.112.1, then the notice of termination given pursuant to paragraph 10.1 12.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 12.3 below and the CONTRACTOR's DESIGN PROFESSIONAL’S remedies against the CITY OWNER shall be the same as and limited to those afforded the CONTRACTOR DESIGN PROFESSIONAL under paragraph 10.3 12.3 below. 10.3. The CITY 12.3 OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s five (5) business days written notice to the CONTRACTORDESIGN PROFESSIONAL. In the event of such termination for convenience, the CONTRACTOR's DESIGN PROFESSIONAL’S recovery against the CITY OWNER shall be limited to that portion of the fee DESIGN PROFESSIONAL’S compensation earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR DESIGN PROFESSIONAL that are directly attributable to the termination, but the CONTRACTOR DESIGN PROFESSIONAL shall not be entitled to any other or further recovery against the CITYOWNER, including, but not limited to, anticipated fees or profits profit on work not required to be performed. 12.4 Upon termination, as set forth in paragraph 6.1 herein, DESIGN PROFESSIONAL shall deliver to OWNER all papers, records, documents, Auto CADD Files, drawings, calculations, models, and other materials in DESIGN PROFESSIONAL’S possession or control arising out of or relating to this Agreement. 12.5 OWNER shall have the authority to suspend all or any portions of the services to be provided by DESIGN PROFESSIONAL hereunder upon giving DESIGN PROFESSIONAL two (2) business days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, DESIGN PROFESSIONAL’S sole and exclusive remedy shall be to seek an extension of time to its schedule subject to the procedures set forth in Article 4 and to the provisions of paragraph 4.3 herein.

TERMINATION OR SUSPENSION. ‌ 10.17.1. The CONTRACTOR CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the CITY OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITYOWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR CONSULTANT or by any of the CONTRACTORCONSULTANT's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 CONSULTANT seven (7) calendar days’ days written notice. 10.27.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 7.1 above, it is determined for any reason that the CONTRACTOR CONSULTANT was not in default, or that its default was excusable, or that the CITY OWNER otherwise was not entitled to the remedy against the CONTRACTOR CONSULTANT provided for in paragraph 10.17.1, then the notice of termination given pursuant to paragraph 10.1 7.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 7.3 below and the CONTRACTORCONSULTANT's remedies against the CITY OWNER shall be the same as and limited to those afforded the CONTRACTOR CONSULTANT under paragraph 10.3 7.3 below. 10.37.3. The CITY OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 seven (7) calendar day’s written notice to the CONTRACTORCONSULTANT. In the event of such termination for convenience, the CONTRACTORCONSULTANT's recovery against the CITY OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR CONSULTANT that are directly attributable to the termination, but the CONTRACTOR CONSULTANT shall not be entitled to any other or further recovery against the CITYOWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. 7.4. Upon termination, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement.

TERMINATION OR SUSPENSION. ‌ 10.19.1. The CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for the CITY OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITYOWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 seven (7) calendar days’ day’s written notice. 10.29.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY OWNER otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY OWNER shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.39.3. The CITY OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 seven (7) calendar day’s written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITYOWNER, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ days written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s days written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌11.1 This Agreement is a “continuing contract” as that term is defined in section 287.055, Florida Statutes, for the services of DESIGN PROFESSIONAL. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than sixty (60) days’ prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Authorization, shall proceed to completion under the terms of this Agreement. 10.1. The CONTRACTOR 11.2 DESIGN PROFESSIONAL shall be considered in material default of this Agreement and such default will be considered cause for the CITY OWNER to terminate this AgreementAgreement and any Work Authorizations in effect, in whole or in part, as further set forth in this sectionherein, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to ProceedWork Authorization(s), or (b) failure to properly and timely perform the services Services to be provided hereunder or as directed by the CITYOWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR DESIGN PROFESSIONAL or by any of the CONTRACTOR's DESIGN PROFESSIONAL’S principals, partners, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of otherwise materially breaches this Agreement, or (f) for any other just cause. The CITY OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ DESIGN PROFESSIONAL five (5) business days written notice. 10.2. 11.3 If, after notice of termination of this Agreement as provided for in paragraph 10.1 11.2 above, it is determined for any reason that the CONTRACTOR DESIGN PROFESSIONAL was not in default, or that its default was excusable, or that the CITY OWNER otherwise was not entitled to the remedy against the CONTRACTOR DESIGN PROFESSIONAL provided for in paragraph 10.111.2, then the notice of termination given pursuant to paragraph 10.1 11.2 shall be deemed to be the notice of termination provided for in paragraph 10.3 11.4 below and the CONTRACTOR's DESIGN PROFESSIONAL’S remedies against the CITY OWNER shall be the same as and limited to those afforded the CONTRACTOR DESIGN PROFESSIONAL under paragraph 10.3 11.4 below. 10.3. The CITY 11.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 11.1 above), OWNER shall have the right to terminate this AgreementAgreement and any Work Authorization(s) in effect, in whole or in part, without cause upon 7 calendar day’s five (5) business days written notice to the CONTRACTORDESIGN PROFESSIONAL. In the event of such termination for convenience, the CONTRACTOR's DESIGN PROFESSIONAL’S recovery against the CITY OWNER shall be limited to that portion of the fee DESIGN PROFESSIONAL’S compensation earned through the date of termination, for any Work Authorizations so cancelled, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR DESIGN PROFESSIONAL that are 18 (CDP) directly attributable to the termination, but the CONTRACTOR DESIGN PROFESSIONAL shall not be entitled to any other or further recovery against the CITYOWNER, including, but not limited to, anticipated fees or profits profit on work Services not required to be performed. 11.5 Upon termination, DESIGN PROFESSIONAL shall deliver to OWNER, as set forth in paragraph 5.1 herein, all papers, records, documents, Auto CADD files, drawings, calculations, models, and other materials in DESIGN PROFESSIONAL’S possession or control arising out of or relating to this Agreement. 11.6 OWNER shall have the authority to suspend all or any portions of the Services to be provided by DESIGN PROFESSIONAL hereunder upon giving DESIGN PROFESSIONAL two (2) business days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, DESIGN PROFESSIONAL’S sole and exclusive remedy shall be to seek an extension of time to its schedule subject to the procedures set forth in Article 3 herein.

TERMINATION OR SUSPENSION. ‌7.1 The CONTRACTOR may terminate the CONTRACT if the Work is suspended by the DISTRICT for a period of sixty (60) consecutive days through no act or fault of the CONTRACTOR or its forces, or if the DISTRICT fails to make timely payments of duly submitted regular invoices by the CONTRACTOR. 10.17.2 In the event of termination not the fault of the CONTRACTOR or DISTRICT’s convenience, the CONTACTOR shall be compensated for services properly executed and performed prior to termination. 7.3 The DISTRICT may terminate the CONTRACT if the CONTRACTOR repeatedly fails to supply enough skilled workers or proper materials to the Project, fails to cover materials and labor expenses, is negligent, fails to comply with State or federal law, fails to properly perform or complete the Project, fails to timely perform the Project, is otherwise engaged in any other misconduct, or for other good cause. 7.4 Whenever the DISTRICT, in its discretion, deems it to be in its best interests, it may terminate this CONTRACT for the DISTRICT’S convenience. Such termination shall be effective when the DISTRICT delivers written notice of such termination for convenience to the CONTRACTOR. Upon receipt of such notice from the DISTRICT, the CONTRACTOR shall not thereafter incur, and the DISTRICT shall have no liability for, any costs under this CONTRACT that are not necessary for actual performance of the Scope of Work after the date of that termination for convenience. In the event of a termination for convenience hereunder, the DISTRICT shall have no liability to the CONTRACTOR for lost or anticipated profit resulting there from. 7.5 The CONTRACTOR shall be considered in material default of this Agreement CONTRACT, and such default will shall be grounds for the DISTRICT to terminate any resulting award for this CONTRACT and/or pursue any and all relief, at law or in equity, to which it may be entitled by reason of such default if CONTRACTOR fails to perform any of its obligations under this CONTRACT, and fails to correct such non-performance within ten (10) calendar days of written notice from the DISTRICT to do so. Should any termination of this CONTRACT under this Item 7 be held to be unenforceable or otherwise improper by a court of competent jurisdiction, then such termination shall be considered cause a termination for convenience. 7.6 Notwithstanding the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for provision(s) of any paragraph(s) of the following reasons: (a) failure Agreement or any document made part of the agreement, the parties agree that District cannot legally indemnify the CONTRACTOR and that District does not agree to begin work under the Agreement within the times specified under the Notice(s) do so. Any provisions requiring District to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by indemnify the CONTRACTOR or by others, are void and of no effect. 7.7 Notwithstanding the provision(s) of any paragraph(s) of the CONTRACTOR's principalsAgreement or any document made part of the agreement, officers or directorsthe parties agree that the District is immune from any tort claims under the Texas Tort Claims Act and has no legal liability for claims, damages, or (d) failure to obey laws, ordinances, regulations or other codes injuries of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3the Agreement. The CITY shall have parties agree that the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion provisions of the fee earned through above stated paragraphs are void and without effect, and do not require the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable District to the termination, but the CONTRACTOR shall not be entitled obtain insurance or to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performedotherwise assume legal liability for such damages.

TERMINATION OR SUSPENSION. ‌11.1 Notwithstanding anything to the contrary, express or implied elsewhere herein, PIMMAG may, without prejudice to its other rights, at its sole discretion, either terminate this Agreement forthwith or suspend any of the provisions of its Services under this Agreement until further notice upon notifying the Non-Member User either orally, confirming such notification subsequently in writing, or by notice in writing in the event that:- 10.1. The CONTRACTOR shall be considered 11.1.1 a liquidator, other than for the purpose of amalgamation or reconstruction, trustee in material default bankruptcy, receiver or manager is appointed in respect of the assets and/or undertaking of the Non-Member User or the Non-Member User enters into agreement or composition with its creditors, or any similar appointment, arrangement or composition is made under any applicable law, or if PIMMAG has reason to anticipate any such appointment, arrangement or composition; or 11.1.2 the Non-Member User fails to make any payment due to PIMMAG under this Agreement by the due date or commits any breach of this Agreement and fails to make such default will payment or remedy such breach within thirty (30) days of being advised by PIMMAG that such payment is due and has not been made or such breach has been committed; or 11.1.3 the Services at the Base cease to be considered cause available to PIMMAG for reasons beyond the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any reasonable control of PIMMAG; 11.2 In the event that the provisions of the following reasons: (a) failure Services are terminated or suspended by PIMMAG pursuant to begin work under the Agreement within aforesaid Clause 11.1.1 or 11.1.2, the times specified under Non-Member User shall reimburse PIMMAG all direct costs and expenses incurred by PIMMAG consequent to such termination or suspension upon demand in writing made by PIMMAG on the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written noticeNon-Member User. 10.2. If, after notice of 11.3 Upon any termination of this Agreement as the Non-Member User shall immediately return all Equipment hired and release Personnel provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice Non-Member User and all provisions of termination given pursuant this Agreement relating to paragraph 10.1 such Equipment and Personnel shall be deemed to be remain in force until the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY Non-Member User shall have the right to terminate this Agreement, fully performed all its obligations hereunder in whole or in part, without cause upon 7 calendar day’s written notice to the CONTRACTOR. In the event respect of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other Equipment or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performedPersonnel.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR CONCESSIONAIRE shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR CONCESSIONAIRE or by any of the CONTRACTORCONCESSIONAIRE's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just causeconvenience. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR CONCESSIONAIRE at least 3 thirty (30) calendar days’ days written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR CONCESSIONAIRE was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR CONCESSIONAIRE provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTORCONCESSIONAIRE's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR CONCESSIONAIRE under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 thirty (30) calendar day’s days written notice to the CONTRACTORCONCESSIONAIRE. In the event of such termination for convenience, the CONTRACTORCONCESSIONAIRE's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR CONCESSIONAIRE that are directly attributable to the termination, but the CONTRACTOR CONCESSIONAIRE shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default AMOUNTS PAYABLE In the event of termination or suspension of this Agreement by the SPONSOR, except in case of termination under Articles 5.2.1 or 5.2.4, the SPONSOR shall pay to the INSTITUTION an amount corresponding to all reasonable non-cancellable commitments incurred by the INSTITUTION for this Study and to the work actually performed by the INVESTIGATOR until the date of termination or suspension, provided that such default will be considered cause for work has not been started after receipt of the CITY SPONSOR's notification of its decision to terminate or suspend this Agreement, less any amounts which have been paid by the SPONSOR in whole advance for the work. In any case, the amount payable shall not exceed the total maximum fee calculated according to SCHEDULE A. No further compensation or indemnity of any kind whatsoever shall be due to the INSTITUTION and/or the INVESTIGATOR in part, as further set forth in relation with such termination or suspension. Amounts owed to the INSTITUTION by the SPONSOR pursuant to Article 5.5.1. of this section, for any Agreement shall be paid (i) within [INSERT NUMBER: XXX] days after date of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceedtermination or suspension, or (bii) failure to properly and timely perform upon the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit SPONSOR's receipt of creditors by the CONTRACTOR or by any all of the CONTRACTOR's principalsdata, officers whichever occurs last, provided that the INSTITUTION has sent to the SPONSOR an invoice. The INSTITUTION shall refund to the SPONSOR any overpayment within [INSERT NUMBER: XXX] days of the date of termination or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by suspension. CONFIDENTIALITY For the terms or spirit purposes of this Agreement, the following is and shall be considered throughout and during a period [xx years – needs to be between five (5) and ten (10) years (depending on the type of study)] after the term or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 aboveconfidential information (hereinafter referred to as “CONFIDENTIAL INFORMATION”), it is determined for any reason that whether marked as “confidential” or not, all information received by the CONTRACTOR was SPONSOR from the INSTITUTION and/or INVESTIGATOR, including but not in defaultlimited to proprietary information, or that its default was excusabletrade secret, or that unpublished data, know-how (hereafter “INSTITUTION’s CONFIDENTIAL INFORMATION”); all information received by the CITY otherwise was INSTITUTION and/or the INVESTIGATOR from the SPONSOR, including but not entitled limited to proprietary information, trade secret, unpublished data, know-how (hereafter “SPONSOR’s CONFIDENTIAL INFORMATION”); all data, databases, documents, reports and other information developed with respect to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole SPONSOR or in part, without cause upon 7 calendar day’s written notice to the CONTRACTOR. In performance of or as a result of the event of such termination for convenienceStudy by the SPONSOR, the CONTRACTOR's recovery against INSTITUTION or the CITY shall be limited to that portion of the fee earned through the date of terminationINVESTIGATOR or their respective employees, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the terminationagents, Subcontractors or participants. CONFIDENTIAL INFORMATION notably includes but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but is not limited to, anticipated fees (i) this Agreement, (ii) the CRF, (iii) the Protocol, (iv) the Investigator's Brochure (“IB”), (v) [OPTIONAL: INSERT list of documents]. CONFIDENTIAL INFORMATION does not include information that: at the time of disclosure thereof is or profits on work thereafter becomes part of the public domain through no breach, fault or omission of the receiving Party or of their respective employees, agents, Subcontractors or participants; at the time of disclosure thereof by the disclosing Party, is already in the receiving Party's lawful possession as evidenced by the receiving Party's competent written records and not subject to prior confidentiality obligations; the receiving Party receives from a third party who has the right to disclose the same and who did not obtain such information in violation of the disclosing Party’s rights; is independently developed by the receiving Party without the use of CONFIDENTIAL INFORMATION as evidenced by the receiving Party's written records and is not subject to confidentiality obligations; the receiving Party is required to be performeddisclose by applicable law, by a court or by a governmental authority, provided that the receiving Party (i) promptly notifies the disclosing Party of such requirement prior to disclosure –to the extent reasonably legally and permissible possible- in order to allow them the opportunity to oppose the requirement or seek an appropriate protective order; (ii) discloses only that CONFIDENTIAL INFORMATION required to comply with the legal requirement and (iii) continues to maintain the confidentiality of this CONFIDENTIAL INFORMATION with respect to all other third parties. The burden of proving the applicability of any of these exceptions resides with the receiving Party. The receiving Party shall hold such CONFIDENTIAL INFORMATION of the disclosing Party in strict confidence and shall only disclose such CONFIDENTIAL INFORMATION on a need-to-know basis to their agents, employees, Subcontractors or participants who are directly involved in the conduct or monitoring of the Study. The receiving Party shall further use the CONFIDENTIAL INFORMATION of the disclosing Party only for the purpose of fulfilling their respective obligations under this Agreement.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR CONSULTANT or by any of the CONTRACTOR's CONSULTANT’s principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR CONSULTANT at least 3 calendar days’ days written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR CONSULTANT was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR CONSULTANT provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's CONSULTANT’s remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR CONSULTANT under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s days written notice to the CONTRACTORCONSULTANT. In the event of such termination for convenience, the CONTRACTOR's CONSULTANT’s recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR CONSULTANT that are directly attributable to the termination, but the CONTRACTOR CONSULTANT shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default AMOUNTS PAYABLE In the event of termination or suspension of this Agreement by the SPONSOR, except in case of termination under Articles 5.2.1 or 5.2.4, the SPONSOR shall pay to the INSTITUTION an amount corresponding to all reasonable non-cancellable commitments incurred by the INSTITUTION for this Study and to the work actually performed by the INVESTIGATOR until the date of termination or suspension, provided that such default will be considered cause for work has not been started after receipt of the CITY SPONSOR's notification of its decision to terminate or suspend this Agreement, less any amounts which have been paid by the SPONSOR in whole advance for the work. In any case, the amount payable shall not exceed the total maximum fee calculated according to SCHEDULE A. No further compensation or indemnity of any kind whatsoever shall be due to the INSTITUTION and/or the INVESTIGATOR in part, as further set forth in relation with such termination or suspension. Amounts owed to the INSTITUTION by the SPONSOR pursuant to Article 5.5.1 of this section, for any Agreement shall be paid (i) within [INSERT NUMBER: XXX] days after date of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceedtermination or suspension, or (bii) failure to properly and timely perform upon the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit SPONSOR's receipt of creditors by the CONTRACTOR or by any all of the CONTRACTOR's principalsdata, officers whichever occurs last, provided that the INSTITUTION has sent to the SPONSOR an invoice. The INSTITUTION shall refund to the SPONSOR any overpayment within [INSERT NUMBER: XXX] days of the date of termination or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by suspension. CONFIDENTIALITY For the terms or spirit purposes of this Agreement, the following is and shall be considered throughout and during a period [xx years – needs to be between five (5) and ten (10) years (depending on the type of study)] after the term or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 aboveconfidential information (hereinafter referred to as “CONFIDENTIAL INFORMATION”), it is determined for any reason that whether marked as “confidential” or not, all information received by the CONTRACTOR was SPONSOR from the INSTITUTION and/or INVESTIGATOR, including but not in defaultlimited to proprietary information, or that its default was excusabletrade secret, or that unpublished data, know-how (hereafter “INSTITUTION’s CONFIDENTIAL INFORMATION”); all information received by the CITY otherwise was INSTITUTION and/or the INVESTIGATOR from the SPONSOR, including but not entitled limited to proprietary information, trade secret, unpublished data, know-how (hereafter “SPONSOR’s CONFIDENTIAL INFORMATION”); all data, databases, documents, reports and other information developed with respect to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole SPONSOR or in part, without cause upon 7 calendar day’s written notice to the CONTRACTOR. In performance of or as a result of the event of such termination for convenienceStudy by the SPONSOR, the CONTRACTOR's recovery against INSTITUTION or the CITY shall be limited to that portion of the fee earned through the date of terminationINVESTIGATOR or their respective employees, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the terminationagents, Subcontractors or participants. CONFIDENTIAL INFORMATION notably includes but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but is not limited to, anticipated fees (i) this Agreement, (ii) the CRF, (iii) the Protocol, (iv) the Investigator's Brochure (“IB”), (v) [OPTIONAL: INSERT list of documents]. CONFIDENTIAL INFORMATION does not include information that: at the time of disclosure thereof is or profits on work thereafter becomes part of the public domain through no breach, fault or omission of the receiving Party or of their respective employees, agents, Subcontractors or participants; at the time of disclosure thereof by the disclosing Party, is already in the receiving Party's lawful possession as evidenced by the receiving Party's competent written records and not subject to prior confidentiality obligations; the receiving Party receives from a third party who has the right to disclose the same and who did not obtain such information in violation of the disclosing Party’s rights; is independently developed by the receiving Party without the use of CONFIDENTIAL INFORMATION as evidenced by the receiving Party's written records and is not subject to confidentiality obligations; the receiving Party is required to be performeddisclose by applicable law, by a court or by a governmental authority, provided that the receiving Party (i) promptly notifies the disclosing Party of such requirement prior to disclosure –to the extent reasonably legally and permissible possible- in order to allow them the opportunity to oppose the requirement or seek an appropriate protective order; (ii) discloses only that CONFIDENTIAL INFORMATION required to comply with the legal requirement and (iii) continues to maintain the confidentiality of this CONFIDENTIAL INFORMATION with respect to all other third parties. The burden of proving the applicability of any of these exceptions resides with the receiving Party. The receiving Party shall hold such CONFIDENTIAL INFORMATION of the disclosing Party in strict confidence and shall only disclose such CONFIDENTIAL INFORMATION on a need-to-know basis to their agents, employees, Subcontractors or participants who are directly involved in the conduct or monitoring of the Study. The receiving Party shall further use the CONFIDENTIAL INFORMATION of the disclosing Party only for the purpose of fulfilling their respective obligations under this Agreement.

TERMINATION OR SUSPENSION. ‌ 10.1. The 10.1 CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) Notice to Proceed, ; or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, ; or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's ’s principals, officers officers, or directors, ; or (d) failure to obey laws, ordinances, regulations or other codes of conduct, ; or (e) failure to perform or abide by the terms or spirit of this Agreement, ; or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written notice.notice.‌ 10.2. 10.2 CONTRACTOR agrees to be bound by the provisions in Sections 22 and 23 of the General Terms and Conditions (Exhibit D) with regard to CITY’s right of inspection and testing and the provisions related to defective work and Sections 18 and 19 of the General Terms and Conditions (Exhibit D) with regard to termination by default and termination for convenience by CITY.‌ 10.2 If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph paragraph‌ 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's ’s remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The 10.3 As set forth in Section 19 of the General Terms and Conditions (Exhibit D) CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s written days’ notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's ’s recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.performed.‌

TERMINATION OR SUSPENSION. ‌ 10.17.1. The CONTRACTOR CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the CITY OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITYOWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR CONSULTANT or by any of the CONTRACTORCONSULTANT's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 CONSULTANT seven (7) calendar days’ days written notice. 10.27.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 7.1 above, it is determined for any reason that the CONTRACTOR CONSULTANT was not in default, or that its default was excusable, or that the CITY OWNER otherwise was not entitled to the remedy against the CONTRACTOR CONSULTANT provided for in paragraph 10.17.1, then the notice of termination given pursuant to paragraph 10.1 7.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 7.3 below and the CONTRACTORCONSULTANT's remedies against the CITY OWNER shall be the same as and limited to those afforded the CONTRACTOR CONSULTANT under paragraph 10.3 7.3 below. 10.37.3. The CITY OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar seven (7)-calendar day’s written notice to the CONTRACTORCONSULTANT. In the event of such termination for convenience, the CONTRACTORCONSULTANT's recovery against the CITY OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR CONSULTANT that are directly attributable to the termination, but the CONTRACTOR CONSULTANT shall not be entitled to any other or further recovery against the CITYOWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. 7.4. Upon termination, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, . or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, . or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, . by giving the CONTRACTOR at least 3 calendar days’ ' written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, . or that its default was excusable, . or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, . then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s 's written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTORCONi'RACTOR's recovery against the CITY Cf l Y shall be limited to that portion of the fee earned through the date of termination, . together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, . including, but not limited to, . anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. 11.1 The CONTRACTOR shall be considered in material default of this Agreement AGREEMENT and such default will be considered cause for the CITY to terminate this AgreementAGREEMENT, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement AGREEMENT within the times specified under the "Notice(s) to Proceed", or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this AgreementAGREEMENT, or (f) for any other just cause. The CITY may so terminate this AgreementAGREEMENT, in whole or in part, by giving the CONTRACTOR at least 3 three (3) calendar days’ ' written notice. 10.2. 11.2 If, after notice of termination of this Agreement AGREEMENT as provided for in paragraph 10.1 11.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusableexcusable , or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.111.1, then the notice of termination given pursuant to paragraph 10.1 11.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 11.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 13.3 below. 10.3. 11.3 The CITY shall have the right to terminate this AgreementAGREEMENT, in whole or in part, without cause upon 7 seven (7) calendar day’s days written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR 13.1 BUILDING OFFICIAL shall be considered in material default of this Agreement and such default will be considered cause for the CITY OWNER to terminate this Agreement, in whole or in part, as further set forth in this sectionherein, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceedof Authorization, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITYOWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR BUILDING OFFICIAL or by any of the CONTRACTOR's BUILDING OFFICIAL’S principals, partners, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of otherwise materially breaching this Agreement, or (f) for any other just cause. The CITY OWNER may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 BUILDING OFFICIAL five (5) calendar days’ written notice. In such an event, BUILDING OFFICIAL shall not be due any further compensation hereunder, until, if at all, the Project is complete and appropriate accountings and offsets are made to account for costs and expenses related to any replacement BUILDING OFFICIAL(S) who completed any work required to be performed under this Agreement. 10.2. 13.2 If, after notice of termination of this Agreement as provided for in paragraph 10.1 12.1 above, it is determined for any reason that the CONTRACTOR BUILDING OFFICIAL was not in default, or that its default was excusable, or that the CITY OWNER otherwise was not entitled to the remedy against the CONTRACTOR BUILDING OFFICIAL provided for in paragraph 10.112.1, then the notice of termination given pursuant to paragraph 10.1 12.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 12.3 below and the CONTRACTOR's BUILDING OFFICIAL’S remedies against the CITY OWNER shall be the same as and limited to those afforded the CONTRACTOR BUILDING OFFICIAL under paragraph 10.3 12.3 below. 10.3. The CITY 13.3 OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 five (5) calendar day’s days’ written notice to the CONTRACTORBUILDING OFFICIAL. In the event of such termination for convenience, the CONTRACTOR's BUILDING OFFICIAL’S recovery against the CITY OWNER shall be limited to that portion of the fee BUILDING OFFICIAL’S compensation earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR not otherwise. BUILDING OFFICIAL shall not be entitled to any other or further recovery against the CITYOWNER, including, but not limited to, anticipated fees or profits profit on work not required already performed. 13.4 Upon termination, BUILDING OFFICIAL shall deliver to OWNER, as set forth in paragraph 6.1 herein, all papers, records, documents, Auto CADD Files, drawings, calculations, models, and other materials in BUILDING OFFICIAL’S possession or control arising out of or relating to this Agreement. If BUILDING OFFICIAL has any original documents listed above, the originals shall be provided to OWNER rather than copies. 13.5 OWNER shall have the authority to suspend all or any portions of the services to be performedprovided by BUILDING OFFICIAL hereunder upon giving BUILDING OFFICIAL three (3) calendar days’ prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, BUILDING OFFICIAL’S sole and exclusive remedy shall be to seek an extension of time to its schedule subject to the procedures set forth in Article 4.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default of this Agreement and such default will be he Rev. 8/13/08 4 considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (bh) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ ' written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s 's written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.

TERMINATION OR SUSPENSION. ‌ 10.1. The CONTRACTOR shall be considered in material default of this Agreement and such default will be considered cause for the CITY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Agreement within the times specified under the Notice(s) to Proceed, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by the CITY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by the CONTRACTOR or by any of the CONTRACTOR's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement, or (f) for any other just cause. The CITY may so terminate this Agreement, in whole or in part, by giving the CONTRACTOR at least 3 calendar days’ written notice. 10.2. If, after notice of termination of this Agreement as provided for in paragraph 10.1 above, it is determined for any reason that the CONTRACTOR was not in default, or that its default was excusable, or that the CITY otherwise was not entitled to the remedy against the CONTRACTOR provided for in paragraph 10.1, then the notice of termination given pursuant to paragraph 10.1 shall be deemed to be the notice of termination provided for in paragraph 10.3 below and the CONTRACTOR's remedies against the CITY shall be the same as and limited to those afforded the CONTRACTOR under paragraph 10.3 below. 10.3. The CITY shall have the right to terminate this Agreement, in whole or in part, without cause upon 7 calendar day’s written notice to the CONTRACTOR. In the event of such termination for convenience, the CONTRACTOR's recovery against the CITY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by the CONTRACTOR that are directly attributable to the termination, but the CONTRACTOR shall not be entitled to any other or further recovery against the CITY, including, but not limited to, anticipated fees or profits on work not required to be performed.