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4 <br />8.Contract Termination. <br />A.Termination for Default. The City may terminate the Contract upon written <br />notice to Contractor and its surety whenever the Contractor is deemed to be in <br />default or fails to fulfill, in a timely and proper manner, one or more Contract <br />obligations or is in violation of any provisions or covenants of the Contract. <br />Termination shall be effective upon receipt of such notice by the Contractor. <br />B.Termination for Convenience. Without prejudice to any other remedy it may <br />have under law or and/or the provisions of the Contract, the City may terminate <br />this Contract for convenience, with or without cause, in whole or in part, at any <br />time by giving written notice to the Contractor. Termination will be effective <br />upon receipt of such notice by the Contractor. The Contractor shall immediately <br />discontinue Work and take all reasonable steps with its suppliers and <br />subcontractors to minimize cancellation charges and other costs. After <br />termination for convenience, payment to the Contractor shall only be for Work <br />completed through the termination date. To the extent not paid for by the <br />Contract Price for completed Work, the City will pay as part of an adjustment of <br />Contract Price those direct costs necessarily and actually incurred by the <br />Contractor in reasonable anticipation of performing the Work that has been <br />deleted or terminated. No claim for damages of any kind for loss of anticipated <br />profits or consequential damages will be allowed because of termination for <br />convenience. In no event will the total payment to the Contractor exceed the <br />total Contract Price as modified by approved change orders less those amounts <br />paid to the Contractor before the effective date of the termination <br />9.Other Provisions. <br />A.Any waiver by the City or the breach of any provision of this Contract by the <br />Contractor will not operate or be construed as a waiver of any subsequent <br />breach by the Contractor or prevent the City from enforcing any such provisions <br />thereafter. <br />B.This Contract may not be assigned by the Contractor without the written consent <br />of the City, which consent may be withheld in the City’s sole discretion. <br />C.The Contract Documents contain the complete and integrated understanding <br />and contract between the parties and supersede any understanding, agreement, <br />or negotiation, whether oral or written, not set forth herein. <br />D.Unless otherwise directed in writing by the City’s Project Manager, notices to the <br />City must be in writing and shall be delivered to the City’s Project Manager <br />postage prepaid or delivered by hand. Notices to the Contractor may be <br />delivered to the Contractor by mail or email to the address for Contractor in the <br />Basic Provisions or to any other address reasonably calculated to give the <br />Contractor notice.