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<br />may reasonably withhold payments to Contractor for the <br />purposes of set-off until such time as the exact amount of <br />damages due the City from the Contractor is determined, <br /> <br />111. After receipt of a Termination Notice and except as otherwise <br />directed by the City, the Contractor shall: <br /> <br />1, Stop work on the date and to the extent <br />specified; <br /> <br />2. Terminate and settle all orders and <br />subcontracts relating to the performance of <br />the terminated work; <br /> <br />3, Transfer all work in process, completed <br />work and other materials related to the <br />terminated work to the City; and <br /> <br />4, Continue and complete all parts of that <br />work that have not been terminated, <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 <br />provided that the Contractor is given ten (10) days written notice. <br /> <br />c, Termination for Insolvency, The City also reserves the right to terminate <br />the remaining Services to be performed in the event the Contractor is <br />placed either in voluntary or involuntary bankruptcy or makes any <br />assignment for the benefit of creditors. <br /> <br />17. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING, The Contractor may <br />not subcontract, assign or transfer any work under this Agreement without the prior <br />written consent of the City. Should the Contractor subcontract any services under this <br />Agreement, it shall be done with continued liability for the Contractor. The Contractor <br />shall remain responsible for services, responsibilities and liabilities of any person or <br />entity acting under Contractor. <br /> <br />18. AUTHORITY TO PRACTICE. Contractor hereby represents and warrants that <br />it has and will continue to maintain all licenses and approvals required to conduct its <br />business and that it will at all times conduct its business activities in a reputable manner. <br />Proof of such licenses and approvals shall be submitted to the City prior to <br />commencement of work under this Agreement. <br /> <br />19. MODIFICATIONS OF WORK. The City reserves the right to make changes in <br />the work, including alterations, reductions or additions thereto. Upon receipt of the <br /> <br />7 <br /> <br />c~ n <br />,;) ~) <br />