terminated, abandoned, or suspended under the notice, assign to the OWNER any orders or
sub contracts specified in the notice, and revoke agreements specified in the notice.
5. Not resume work after the effective date of a notice of termination unless and until receipt of
a written notice from the OWNER to resume performance.
In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work. Any such payment may be
adjusted to the extent of any additional costs occasioned to the OWNER by reasons of
CONTRACTOR's failure. CONTRACTOR shall not be relieved of liability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the
CONTRACTOR until such time as the exact amount of damages due to the OWNER is determined.
All claims for payment by the CONTRACTOR must be submitted to the OWNER within 30 days
of the effective date of the notice of termination.
If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or make
sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid to
CONTRACTOR such that CONTRACTOR receives total compensation in the same amount as it
would have received in the event of a termination-at-will.
GENERAL PROVISIONS FOR TERMINATION
Upon termination of the contract, the OWNER may take over the work and prosecute it to completion
by agreement with another party or otherwise. Upon termination of the contract or in the event
CONTRACTOR shall cease conducting business, the OWNER shall have the right to solicit
applications for employment from any employee of the CONTRACTOR assigned to the performance
of the contract. Neither party shall be considered in default of the performance of such obligations is
prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such
party. Delays arising from the actions or inactions of one or more of CONTRACTOR's principals,
officers, employees, agents, subcontractors, sub consultants, vendors, or suppliers are expressly
recognized to be within CONTRACTOR 's control.
ARTICLE 16 — DISPUTE RESOLUTION
The parties shall attempt to resolve any dispute related to this contract as follows. Either party shall
provide to the other party, in writing and with full documentation to verify and substantiate its decision,
its stated position concerning the dispute. No dispute shall be considered submitted and no dispute
shall be valid under this provision unless and until the submitting party has delivered the written
statement of its position and full documentation to the other party. The parties shall then attempt to
resolve the dispute through good faith efforts and negotiation between the OWNER Representative
and the CONTRACTOR Representative. At all times, CONTRACTOR shall carry on the work
under this contract and maintain and complete work in accordance with the requirements of the
contract or determination or direction of the OWNER. If the parties are unable to resolve their dispute
as described above within 30 days, the parties may request that the dispute be submitted to the Board
of Public Works for resolution. If the parties are dissatisfied with the decision of the Board of Public
Works, the parties’ reserve the right to pursue any available legal and/or equitable remedies for any
breaches of this contract except as that right may be limited by the terms of this contract.
