Common use of Termination With Cause Clause in Contracts

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1. If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, to accommodate a reduction in funds. 2. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1. If Contractor fails to provide services called for by this Agreement within the time specified herein or any extension thereof. 2. If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor shall be entitled to receive payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performed; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement agreement under paragraph (Aa) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1. ) If Contractor fails to provide services called for by this Agreement within the time specified herein in this Agreement or any extension thereof., or 2. ) If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement agreement under paragraph (Aa) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1. ) If Contractor fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2. ) If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to ContractorConsultant, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal Federal or state State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by ContractorConsultant, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor Consultant becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against ContractorConsultant, if a receiver or trustee is appointed for ContractorConsultant, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the CityConsultant. Any such termination of this Agreement agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to ContractorConsultant, may terminate the whole or any part of this Agreement: 1. ) If Contractor Consultant fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2. ) If Contractor Consultant fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. ) If Contractor Consultant fails to eliminate a conflict as described in Section 11 14 of this Agreementagreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor Consultant bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by ContractorConsultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to ContractorLegal Counsel, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by ContractorLegal Counsel, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor Legal Counsel becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against ContractorLegal Counsel, if a receiver or trustee is appointed for ContractorLegal Counsel, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such terminationLegal Counsel. B. City, by written notice of default (including breach of contract) to ContractorLegal Counsel, may terminate the whole or any part of this Agreement: 1. ) If Contractor Legal Counsel fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2. ) If Contractor Legal Counsel fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. ) If Contractor Legal Counsel fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor shall be entitled to receive payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performed; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable attorney fees, and other costs of litigation at trial and upon appealagreement.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to ContractorConsultant, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal Federal or state State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by ContractorConsultant, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor Consultant becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against ContractorConsultant, if a receiver or trustee is appointed for ContractorConsultant, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the CityConsultant. Any such termination of this Agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to ContractorConsultant, may terminate the whole or any part of this Agreement: 1. ) If Contractor Consultant fails to provide services called for by this Agreement within the time specified herein or any extension thereof., or 2. ) If Contractor Consultant materially breaches any term of this Agreement, fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate C. In the event of a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B)termination for cause, Contractor shall Consultant will be entitled to receive payment compensation for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio Services performed only to the total fees specified extent that the City ‘s cost in obtaining replacement services is less than the amount that would be Consultant under this Agreement as for such services. To the extent the cost of such replacement services satisfactorily rendered by Contractor bear exceed the amount that would be due Consultant under this Agreement for such service, Consultant will be responsible for paying the difference to the total services otherwise required City within 10 days of receipt of proof of the cost of such replacement services. In the event of a termination for cause, the City will also be entitled to pursue any remedy available to it in law or in equity. Termination of this Agreement by the City shall not constitute a waiver or termination of any rights, claims, or causes of action the City may have against Consultant. Upon a determination by a court or an arbitrator that any termination for cause by the City was wrongful, such termination will be performed; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due deemed converted to breach of contract by Contractor. Damages a termination for breach of contract shall be those allowed by Oregon law, reasonable attorney fees, and other costs of litigation at trial and upon appealconvenience as set forth above.

Termination With Cause. A. a. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1. i. If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3iii. If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4iv. If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement agreement under paragraph (Aa) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. b. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1. i. If Contractor fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2ii. If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3iii. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreementagreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (Bb), Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to ContractorEngineer, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal Federal or state State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by ContractorEngineer, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor Engineer becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against ContractorEngineer, if a receiver or trustee is appointed for ContractorEngineer, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the CityEngineer. Any such termination of this Agreement agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to ContractorEngineer, may terminate the whole or any part of this Agreement: 1. ) If Contractor Engineer fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2. ) If Contractor Engineer fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. ) If Contractor Engineer fails to eliminate a conflict as described in Section 11 14 of this Agreementagreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor Engineer shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor Engineer shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor Engineer bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by ContractorEngineer. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement contract effective upon delivery of written notice to ContractorVendor, or at such later date as may be established by City, under any of the following conditions: 1. If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement contract may be modified, or terminated, modified to accommodate a reduction in funds. 2. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreementcontract. 3. If any license or certificate required by law or regulation to be held by ContractorVendor, its subcontractors, agents, and employees to provide the services required by this Agreement contract is for any reason denied, revoked, or not renewed. 4. If Contractor Vendor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against ContractorVendor, if a receiver or trustee is appointed for ContractorVendor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines determines, at its sole discretion, that termination of this Agreement contract is in the best interest interests of the City. Any such termination of this Agreement contract under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.. Tourism Promotion Agreement – Newport News-Times – July 1, 2019 B. City, by written notice of default (including breach of contract) to ContractorVendor, may terminate the whole or any part of this Agreementcontract: 1. If Contractor Vendor fails to provide services called for by this Agreement within the time specified herein or any extension thereof., or 2. If Contractor Vendor fails to perform any of the other provisions of this Agreementcontract, or so fails to pursue the work as to endanger performance of this Agreement contract in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor Vendor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement contract under paragraph this provision (B11B), Contractor Vendor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement contract as the services satisfactorily rendered by Contractor Vendor bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by ContractorVendor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney feesfees incurred, and other and additional attorney fees and costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1. If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement agreement under paragraph (Aa) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1. If Contractor fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2. If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreementagreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (Bb), Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to ContractorConsultant, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal Federal or state State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by ContractorConsultant, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor Consultant becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against ContractorConsultant, if a receiver or trustee is appointed for ContractorConsultant, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the CityConsultant. Any such termination of this Agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to ContractorConsultant, may terminate the whole or any part of this Agreement: 1. ) If Contractor Consultant fails to provide services called for by this Agreement within the time specified herein or any extension thereof., or 2. ) If Contractor Consultant materially breaches any term of this Agreement, fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to C. In the event of a termination for cause, Consultant will be entitled to endanger performance compensation for Services performed only to the extent that the City ‘s cost in obtaining replacement services is less than the amount that would be Consultant under this Agreement for such services. To the extent the cost of such replacement services exceed the amount that would be due Consultant under this Agreement for such service, Consultant will be responsible for paying the difference to the City within 10 days of receipt of proof of the cost of such replacement services. In the event of a termination for cause, the City will also be entitled to pursue any remedy available to it in law or in equity. Termination of this Agreement in accordance with its termsby the City shall not constitute a waiver or termination of any rights, and after receipt claims, or causes of written notice from City, fails to correct such failures within ten (10) days or such other period as action the City may authorizehave against Consultant. Upon a determination by a court or an arbitrator that any termination for cause by the City was wrongful, such termination will be deemed converted to a termination for convenience as set forth above. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor shall be entitled to receive payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performed; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable attorney fees, and other costs of litigation at trial and upon appeal.

Termination With Cause. A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions: 1. ) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified, or terminated, modified to accommodate a reduction in funds. 2. ) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3. ) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4. ) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. 5. If City determines that termination of this Agreement is in the best interest of the City. Any such termination of this Agreement agreement under paragraph (Aa) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1. ) If Contractor fails to provide services called for by this Agreement agreement within the time specified herein or any extension thereof., or 2. ) If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3. If Contractor fails to eliminate a conflict as described in Section 11 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performedperformed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.