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<br />8. TERMINATION. <br /> <br />A. If, through any cause within the reasonable control the Consultant shall fail to <br />fulfill in a timely manner or otherwise violate any of the covenants, agreements or <br />stipulations material to this agreement, the City shall have the right to terminate the <br />services then remaining to be performed. Prior to the exercise of its option to terminate <br />for cause, the City shall notify the Consultant of its violation of the particular terms of <br />the agreement and grant Consultant ten (10) days to cure such default. If the default <br />remains uncured after ten (10) days the City may terminate this agreement <br /> <br />(i.) In the event of termination, all finished and unfinished documents, data <br />and other work product prepared by Consultant (and sub consultant(s)) <br />shall be delivered to the City and the City shall compensate the <br />Consultant for all services satisfactorily performed prior to the date of <br />termination, as provided in Paragraph 4 herein. <br />(ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of <br />liability to the City for damages sustained by it by virtue of a breach of <br />the agreement by Consultant and the City may reasonably withhold <br />payments to Consultant for the purposes of set-off until such time as the <br />exact amount of damages due the City from the Consultant is determined. <br /> <br />B. Termination for Convenience of City. The City may, for its convenience and <br />without cause terminate the services then remaining to be performed at any time by <br />given written notice which shall become effective seven (7) days following receipt by <br />Consultant. The terms of Paragraphs A(i) and (ii) shall be applicable hereunder. <br /> <br />C. Termination for Insolvency. The City also reserves the right to terminate the <br />remaining services to be performed in the event the Consultant is placed either in <br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br />creditors. <br /> <br />9. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING. The Consultant shall <br />not subcontract, assign or transfer any work under this agreement with the prior written <br />consent of the City. Should the Consultant subcontract any services under this <br />agreement, it shall be done with continued liability for the Consultant. The Consultant <br />shall remain responsible for services, responsibilities and liabilities of the subcontractor <br />or any person or entity acting under Consultant. <br /> <br />3 <br />