Seller shall be given an opportunity for consultation with the City prior to the effective date
of the termination.
Upon receipt of notice of termination for cause, Seller shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City with a list of all unperformed services.
3. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.
4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or sub contracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or sub contracts specified in the notice, and revoke
agreements specified in the notice.
5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City to resume performance.
In the event of a termination for cause, Seller shall receive all amounts due and not
previously paid to Seller for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shall 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 Seller’s failure. Seller shall not be relieved of liability to the City for damages
sustained from the failure, and the City may withhold any payment to the Seller until such
time as the exact amount of damages due to the City is determined. All claims for payment
by the Seller must be submitted to the City within 30 days of the effective date of the
notice of termination.
If after termination for the failure of Seller to adhere to any of the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the City, to complete or
make sufficient progress on the work in a timely and professional manner, it is determined
that Seller had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the City shall, if necessary, make an adjustment in the compensation
paid to Seller such that Seller receives total compensation in the same amount as it would
have received in the event of a termination-at-will.
GENERAL PROVISIONS FOR TERMINATION
Upon termination of the contract, the City may take over the work and prosecute it
to completion by agreement with another party or otherwise. Upon termination, City shall
be entitled to all work and goods produced or received as of the date of termination, unless
otherwise returned or rejected by the City. Upon termination of the contract or in the event
Seller shall cease conducting business, the City shall have the right to solicit applications
4
