C-2.3
SC-22 Right of Owner to Terminate Contract:
DELETE Article 22 in its entirety. REPLACE with the following:
22.01 Termination, Abandonment, or Suspension at Will
The Owner, in its sole discretion, shall have the right to terminate, abandon, or suspend all or
part of the project and contract at will. If the Owner chooses to terminate, abandon, or suspend
all or part of the project, it shall provide Contractor 10 day’s written notice of its intent to do so.
If all or part of the project is suspended for more than 90 days, the suspension shall be treated as
a termination at will of all or part of the project and contract.
Upon receipt of notice of termination, abandonment, or suspension at will, Contractor shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Place no further orders or subcontracts 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.
3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the Owner of all orders or subcontracts to the extent they relate to the performance of work
terminated, abandoned, or suspended under the notice, assign to the Owner any orders or
subcontracts specified in the notice, and revoke agreements specified in the notice.
4. 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.
22.02 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.
13089A
