9.
10.
11.
in the event of a termination for cause, Contractor shall receive all amounts due and not
previously paid to Contractor for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shail be allowed or paid for
anticipated profit on unperformed services or other unperformed work. Any such payment may
be adjusted to the extent of any additional costs occasioned to the City by reasons of Contractor's
failure. Contractor shall not be relieved of liability to the City for damages sustained from the
failure, and the City may withhold any payment to the Contractor until such time as the exact
amount of damages due to the City is determined. All claims for payment by the Contractor must
be submitted to the City within 30 days of the effective date of the notice of termination.
lf after termination for the failure of Contractor to adhere to all ihe terms and conditions of the
contract or for failure to satisfactorily, in ihe sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Contractor had not so
failed, the termination shall be deemed to have been a termination at will. In that event, the City
shall make an equitable adjustmeni in the compensation paid to Contractor. The adjustment shall
include a reasonable profit for services or other work performed up io the effective date of
termination less all previous payments.
C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City may take over
the work and prosecute it io completion by agreement with another party or otherwise. In the
event Contractor shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the Contractor assigned to the performance of
the contract.
Neither party shall be considered in defauit of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond ihe reasonable control of such party. Delays arising from the actions or
inactions of one or more of Contractor's principals, officers, employees, agents, subContractors,
consultants, vendors, or suppliers are expressly recognized to be within Contractor's control.
DISPUTE RESOLUTION. Any dispute not within the scope of section 7and section 9 shall be resolved
under this paragraph. Either party shall provide to the other party, in writing and with ifull
documentation to verify and substantiate its decision, its stated position concerning the dispute. No
dispute shall be considered submitted and no dispute shall be valid under this provision unless and
until the submitting party has delivered the written statement of its position and full documentation to
the other party. The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City Representative and a Contractor representative, At all times, Contractor
shall carry on the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination or direction of the City. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Community
Development Division Director for final resolution. The decision of the Community Development
Division Director shall be final and binding on the parties. If either party is dissatisfied with the
decision of the Community Development Division Director, that party may immediately terminate the
contract under ihis paragraph, with Contractor being entitled to compensation for work actually and
satisfactorily performed up to the time of the termination and the City being entitled to alt contract
maieriais in accordance with paragraph 21, and compensation for any additional damages or
expenses incurred in completing the work under the contract, including, without limitation, the costs of
securing the services of other independent Contractors.
No DAMAGES FOR DELAY. Apart from a witten extension of time, no payment, compensation, or
adjustment of any kind shall be made to Contractor for damages because of hindrances or delays in
the progress of the work from any cause, and Contractor agrees to accept in full satisfaction of such
hindrances and delays any extension of time that the City may provide.
INSURANCE. Contractor shall carry and maintain in effect during the performance of services under
this contract:
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