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<br />8. TERMINATION. <br /> <br />A. If, through any cause within the reasonable control the Consultant shall fail to fulfill in a <br />timely manner or otherwise violate any of the covenants, agreements or stipulations material <br />to this Addendum # 1, the City shall have the right to terminate the services then remaining to <br />be performed. Prior to the exercise of its option to terminate for cause, the City shall notify <br />the Consultant of its violation of the particular terms of the Addendum #1 and grant <br />Consultant ten (10) days to cure such default. If the default remains uncured after ten (10) <br />days the City may terminate this Addendum #1 <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)) shall be <br />delivered to the City and the City shall compensate the Consultant for all services <br />. . satisfactorily performed prior to the date of termination, as provided in Paragraph 4 <br />herein. <br /> <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 the Addendum <br /># 1 by Consultant and the City may reasonably withhold payments to Consultant for <br />the purposes of set-off until such time as the exact amount of damages due the City <br />from the Consultant is determined. <br /> <br />B. TERMINATION FOR CONVENIENCE OF CITY. The City may, for its convenience <br />and 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 voluntary <br />or involuntary bankruptcy or makes any assignment for the benefit of creditors. <br /> <br />9. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING. The Consultant shall not <br />subcontract, assign or transfer any work under this Addendum # 1 with the prior written <br />consent of the City. Should the Consultant subcontract any services under this Addendum <br /># 1, it shall be done with continued liability for the Consultant. The Consultant shall remain <br />responsible for services, responsibilities and liabilities of the subcontractor or any person or <br />entity acting under Consultant. <br />