b. Provide the Owner with a list of all unperformed services.
c. 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 obtain 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 suspension until receipt of a written
notice from the Owner to resume performance.
In the event of a termination, abandonment, or suspension at will, 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 and compensation for work thereafter completed as specified in the notice. No
amount shall be allowed or paid for anticipated profit on unperformed services or other unperformed work.
2. Termination for Cause. This agreement may be terminated by the Owner on 10 calendar day’s
written notice to Contractor in the event of a failure by Contractor to adhere to any or all 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. Contractor
shall be given an opportunity for consultation with the Owner prior to the effective date of the
termination. Contractor may terminate the contract on 10 calendar days written notice if, through
no fault of Contractor, the Owner fails to pay Contractor for 45 days after the date of approval by
the Owner of any Application for Payment.
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.
c. 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 obtain 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.
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