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5 <br /> IX. TERNIINATI �Ii <br /> ON i <br /> A. CTTY may terminate this contract in whole, or from time to time in part, for the <br /> failure of SIGNATURE to fulfill the contract obligations (default). CTTY shall <br /> ternunate by delivering to SIGNATLTRE, upon 30 days written norice, a Notice <br /> of Termination specifying the nature, extent, and effective date of the <br /> termination. Upon receipt of the notice, SIGNATURE shall: (1) immediately <br /> discontinue all services affected (unless the norice directs otherwise), and (2) <br /> deliver to the CTTY all information, reports, papers, and other materials <br /> accumulated or generated in performing this contract, whether completed or in <br /> process. <br /> B. If the termination is due to the failure of SIGNATURE to fulfill its obligation <br /> under the contract, CITY may (1) require SIGNATURE to deliver to it, in the <br /> manner and to the extent directed by CITY, any work as described in <br /> subparagraph (A)(2) above, and compensation be determined in accordance with <br /> the Changes clause; (2)take over the work and prosecute the same to completipn <br /> by contract or otherwise; and (3) withhold any paymen�s to SIGNATURE, for <br /> the purpose of set-off or partial payment, as the case may be, of amounts owed <br /> CITY by SIGNATURE. <br /> C. If, after temunation for failure to fulfill contract obligations, it is deternuned that <br /> SIGNATLTRE had not failed, the termination shall be deemed to be null and void <br /> and SIGNATURE shall be entitled to payment and completion of the contract. <br /> D. Any disputes with regard to this clause are expressly made subject to the terms of <br /> clause titled Disputes herein. <br /> E. SIGNATURE may terminate this Contract in the event CITY fails to fulfill its <br /> obligarions under the Contract. Said default must remain uncured for a period of <br /> 30 days following written norice to CITY of its failure to fulfill its obligations <br /> under the contract(default). <br /> X. LIMITATIONS OF LIABILITY <br /> In no event shall CITY and SIGNATURE, their affiliates or employees be liable to each other for <br /> any special, indirect, or consequential damages of any nature arising out of or in connection with <br /> this Agreement. In no event shall SIGNATURE's liability under this Contract exceed the amount <br /> paid hereunder. <br /> I <br /> XI. ASSIGNMENT,DELEGATION,AND SUBSTITUTIONS <br /> I � <br /> SIGNATURE may not assign its rights or delegate or subcontract its duties under this Contract �I <br /> unless CTTY shall have given its prior written consent thereto. In that regard, CTI'Y <br /> acknowledges that SIGNATLJRE will likely engage subcontractor(s) in connection with certain <br />� tasks, and CTTY shall upon SIGNATURE's request, approve a list of subcontractors submitted by <br /> contractor. SIGNATURE shall exercise final determinations with regard to any and all <br /> employees and subcontractors, however, CITY may, for good cause, reject a proposed <br />