Upon receipt of notice of termination for cause, CONTRACTOR shall:
a. Immediately discontinue work on the date and to the extent specified in the notice.
b. Provide the OWNER with a list of all unperformed services.
Cc. Place no further orders or sub-contracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract that
is not terminated,
d. Immediately make every reasonable effort to cbtain cancellation upon terms satisfactory to
the OWNER of all orders or sub contracts to the extent they relate to the performance of
work 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.
e. 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, sub-CONTRACTORs, 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 thts 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 nght may be limited by the terms of this contract.
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