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DocuSign Envelope ID: B5D09699-93D5-443A-8F32-39E899011FB3 <br />5. DISCLAIMER <br />The United States expressly disclaims any and all responsibility or liability to Contractor or third persons <br />for the actions of Contractor or third persons resulting in death, bodily injury, property damages, or any <br />other losses resulting in any way from the performance of the Contractor or any other losses resulting in <br />any way from the performance of the Contract, or any subcontract. <br />The acceptance of this Contract by Contractor does not in any way establish an agency relationship <br />between the United States and Contractor. <br />6. TERMINATION <br />For contracts in excess of $10,000 awarded by the City must address the termination for cause and for <br />convenience, including the manner by which it will be affected and the basis for settlement. This clause <br />extends to all third -party contractors and their contracts at every tier and Contractors and their <br />subcontracts at every tier. <br />A breach of the ARPA Contract Clauses may be grounds for termination of the Contract, and for <br />debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12. <br />A. Termination for Convenience (General Provision) <br />The City may terminate this Contract, in whole or in part, at any time by written notice to the <br />Contractor when it is in the City's best interest, as determined by the City in its sole discretion. <br />The Contractor shall be paid its costs, including contract close-out costs, and profit on work <br />performed up to the time of termination. The Contractor shall promptly submit its termination <br />claim to the City. If the Contractor has any property in its possession belonging to the City, the <br />Contractor will account for the same, and dispose or return of it in the manner the City directs. <br />If the Contract elsewhere has one or more termination for convenience provisions in addition to <br />this section, then the City may select the termination for convenience provision for the <br />termination that the City deems most advantageous to the City. <br />B. Termination for Default [Breach or Cause] (General Provision) <br />If the Contractor does not deliver supplies in accordance with the delivery schedule, the <br />Contractor fails to perform in the manner called for in the Contract, or the Contractor fails to <br />comply with any other provision of the Contract, the City may terminate this Contract for default. <br />The City shall terminate by delivering to the Contractor a Notice of Termination specifying the <br />nature of the default. The Contractor will only be paid for the contract price for supplies delivered <br />and accepted. <br />If it is later determined by the City that the Contractor had an excusable reason for not <br />performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the <br />control of the Contractor, the City, after setting up a new delivery of performance schedule, may <br />allow the Contractor to continue work, or treat the termination as a Termination for Convenience. <br />If the Contract elsewhere has one or more termination for default/breach/cause provisions in <br />addition to this section, then the City may select the termination provision for the termination <br />that the City deems most advantageous to the City. <br />C. Opportunity to Cure (General Provision) <br />Page 6 of 24 <br />