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4. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may <br /> be terminated as follows: <br /> 4.1 The parties, by mutual written agreement, may terminate the Contract at any time. <br /> 4.2 Either party may terminate the Contract if the other party is in breach of any provision <br /> hereof which breach continues for more than 30 days after a notice describing the <br /> breach has been given unless, in the case of a breach which cannot be cured within <br /> such 30-day period, the breaching party immediately initiates and diligently <br /> prosecutes a plan of curative action that is acceptable to the non-breaching party. <br /> Notwithstanding the foregoing, termination for a recurring breach may be made if the <br /> breach is uncured within seven days after the second notice in any twelve-month <br /> period and immediately, without opportunity for cure, in the third or any subsequent <br /> notice of breach in any twelve-month period. <br /> 4.3 The City may terminate the Contract on any date specified in a notice if funding for <br /> the Services becomes unavailable or if the City determines that termination of the <br /> Contract is required by the public interest. <br /> 4.4 City may terminate the Contract immediately and without prior notice upon <br /> Contractor's failure to have in force any insurance required by the Contract, if <br /> Contractor breaches the City's security requirements, if Contractor fails to maintain <br /> any certificate or license required for performance of the Services, or as provided in <br /> Exhibit A. <br /> 4.5 Contractor may terminate the Contract without liability to City by providing at least <br /> ninety (90) days' prior written notice. <br /> 5. Remedies. <br /> 5.1 In the event of a termination of the Contract by City because of a breach by <br /> Contractor, City may complete the Services either by itself or by contract with other <br /> persons, or any combination thereof. Contractor shall be liable to City for any costs <br /> or losses incurred by City arising out of or related to the breach, including costs <br /> incurred in selecting other contractors, time-delay losses, attorney fees and the like, <br /> less the remaining unpaid balance of the consideration provided in the Contract. City <br /> may withhold payment of sums due Contractor for Services performed to the date of <br /> termination until City's costs and losses have been determined, at which time City <br /> may offset any such amount due Contractor against the costs and losses incurred by <br /> City. <br /> 5.2 The foregoing remedies provided to City for breach of the Contract by Contractor <br /> shall not be exclusive. City shall be entitled to exercise any one or more other legal <br /> or equitable remedies available because of Contractor's breach with or without <br /> termination. <br /> 5.3 In the event of breach of the Contract by City, Contractor's remedy shall be limited to <br /> termination of the Contract and payment for Services performed to the date of <br /> termination less any offset to which City is entitled. <br /> <br /> CONTRACT NUMBER 2008-00209 <br /> <br />