Agmt21 Cleverciti Systems, Corp.

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29.3 If City materially fails or refuses to perform any of the provisions of this Agreement, and if City does not cure the default within thirty (30) days of Contractor providing a written notice specifying the nature of the default, Contractor may terminate this Agreement immediately by giving written notice to City. 29.4 Within thirty (30) days of termination pursuant to this Section 29 or of the natural expiration of this Agreement, Contractor will deliver any hardware or other physical goods that had been ordered under this Agreement prior to termination to the City, and terminate the City's access to the Services. 29.5 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Contractor under this Agreement shall be returned to the City. If, during the Initial Term, the City terminates this Agreement pursuant to Section 29.1 or 29.2 or if Contractor terminates this Agreement pursuant to Section 29.3, the Contractor shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement in an amount equivalent to the amount Contractor would have received over the full Initial Term had the agreement not been terminated. If, during the Renewal Term, the City terminates this Agreement pursuant to Section 29.1 or 29.2 or the Contractor terminates this Agreement pursuant to Section 29.3, the Contractor shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for Services rendered and fees incurred pursuant to this Agreement through the notice of termination including, but not limited to, (a) all outstanding fees for Connectivity Charges and (b) a pro -rata calculation of all Services fees (as delineated in Exhibit "B") and Warranty Labor fees due through the termination date calculated based on a fraction of the total days of Services used divided by the total number of days covered in the quoted price of the Services in Exhibit "B". If Contractor terminates this Agreement pursuant to Section 29.1, Contractor shall be paid only for those Services completed prior to the date of termination. 29.6 In the event of termination, Contractor shall provide the City Solution Data in a machine-readable format at a time agreed to by the Parties and provide for the subsequent secure disposal of City Data in a manner approved by the City. City Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST) -approved methods. Certificates of destruction shall be provided to the City. 30. Corrections. In addition to the above indemnification obligations, the Contractor shall correct, at its expense, all errors in the work, which may be disclosed during the City's review of the Contractor's report or plans. Should the Contractor fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to the Contractor and as detailed in Section 9 of Exhibit ,1C„ REV: 12-10-2020 SK ATfY/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 19 of 54)