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.
15.02 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.
Upon receipt of notice of termination for cause, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the OWNER with a list of all unperformed services.
3. 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.
4. 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.
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.
15.03 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. 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.
GC - 54 of 57
