Entire Agreement
This Agreement contains the entire agreement between the CITY and the CONTRACTOR and no oral
agreement, promise, statement or representation, which is not herein contained, shall be binding upon
the CITY or the CONTRACTOR. All amendments to this Agreement shall be in writing and executed by
both parties.
Termination
Termination for Default, Breach or Cause: If the CONTRACTOR does not deliver supplies in
accordance with the contract delivery schedule, or, if the contract is for services, the CONTRACTOR
fails to perform in the manner called for in the contract, or if the CONTRACTOR fails to comply with
any other provisions of the contract, CITY may terminate this contract for default. Termination shall be
effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the
CONTRACTOR is in default. The CONTRACTOR will only be paid the contract price for supplies
delivered and accepted, or services performed in accordance with the manner of performance set forth
in the contract.
If it is later determined by CITY that the CONTRACTOR had an excusable reason for not performing,
such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the
CONTRACTOR, CITY, after setting up a new delivery of performance schedule, may allow the
CONTRACTOR to continue work, or treat the termination as a termination for convenience.
Opportunity to Cure: CITY, shall, in the case of a termination for breach or default, allow the
CONTRACTOR (10) ten days in which to cure the defect. In such case, the notice of termination will
state the time period in which cure is permitted and other appropriate conditions.
If CONTRACTOR fails to remedy to CITY'S satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within ten (10) days after receipt by CONTRACTOR of written
notice from CITY setting forth the nature of said breach or default, CITY shall have the right to
terminate the Contract without any further obligation to CONTRACTOR. Any such termination for
default shall not in any way operate to preclude CITY from also pursuing all available remedies against
CONTRACTOR and its sureties for said breach or default.
Waiver of Remedies for any Breach: Inthe event that CITY elects to waive its remedies for any
breach by CONTRACTOR of any covenant, term or condition of this Contract, such waiver by
CITY shall not limit CITY'S remedies for any succeeding breach of that or of any other term,
covenant, or condition of this Contract.
Termination for Convenience (Cost-Tvpe Contracts): Either party may terminate this contract, or
any portion of it, by serving a 120 day written notice or termination on the other party. Ifthe
termination is for the convenience of CITY, the CONTRACTOR shall be paid the contract price for
services performed in accordance with the manner of performance set forth in the contract.
CONTRACTOR may, upon the giving of ninety (90) days advance notice, terminate this Agreement
ifthe CITY fails to cure a default within thirty (30) days of written notice of such default given by the
CONTRACTOR. If more than thirty (30) days is required to cure such default, a reasonable period
of time shall be permitted, provided both parties agree in writing as to the time period to be
substituted. Default as used herein means failure to comply and fulfill material terms, obligations
and conditions of this Agreement.
