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PART IV: TERMS AND CONDITIONS <br />4.1 Termination of CONTRACT for Cause. <br />If the FIRM fails to fulfill in a timely and proper manner its obligations under this <br />CONTRACT, or if the FIRM violates any of the covenants, conditions, CONTRACTS, or <br />stipulations of this CONTRACT, the City shall have the right to terminate this <br />CONTRACT by giving written notice to the FIRM of such termination and specifying the <br />effective date thereof, which shall be at least five days before the effective date of such <br />termination. In the event of termination for cause, all finished or unfinished documents, <br />data, studies, surveys, drawings, maps, models, photographs and reports prepared by the <br />FIRM pursuant to this CONTRACT shall, at the option of the City, be turned over to the <br />City / County and become the property of the City / County. In the event of termination <br />for cause, the FIRM shall be entitled to receive reasonable compensation for any <br />necessary services actually and satisfactorily performed prior to the date of termination. <br />a. Notwithstanding the above, the FIRM shall not be relieved of liability to <br />the City for damages sustained by the City by virtue of any breach of the <br />CONTRACT by the FIRM, and the City may set-off the damages it incurred <br />as a result of the FIRM's breach of the contract from any amounts it might <br />otherwise owe the FIRM. <br />4.2 Termination for Convenience of the Cit <br />City may at any time and for any reason terminate FIRM's services and work at <br />City's convenience upon providing written notice to the FIRM specifying the extent of <br />termination and the effective date. Upon receipt of such notice, FIRM shall, unless the <br />notice directs otherwise, immediately discontinue the work and placing of orders for <br />materials, facilities and supplies in connection with the performance of this CONTRACT. <br />a. This Contract may be terminated at any time by CITY for any cause by <br />providing FIRM thirty (30) days written notice of such termination. Upon <br />receipt of such notice, FIRM shall immediately terminate working on, <br />placing orders or entering into contracts for supplies, assistance, facilities <br />or materials in connection with this Contract and shall proceed to promptly <br />cancel all existing contracts insofar as they are related to this Contract. <br />Data and study products prepared by the FIRM under this Contract shall be <br />delivered to the CITY if requested on the condition that the CITY has fully <br />paid FIRM all sums due for such data and study products. <br />b. Upon such termination, FIRM shall be entitled to payment only as follows: <br />(1) the actual cost of the work completed in conformity with this <br />CONTRACT plus (2) such other costs actually incurred by FIRM as are <br />permitted by the prime contract and approved by City. There shall be <br />deducted from such sums as provided in this subparagraph the amount of <br />any payments made to FIRM prior to the date of the termination of this <br />Page 6 of 28 <br />