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.
Neither party shall be considered in default of the performance of its obligations hereunder to the extent that
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, consultants, vendors, or suppliers are expressly recognized to
be within CONTRACTOR's control.
ARTICLE 16 - DISPUTE RESOLUTION
16.01 Methods and Procedures
A. 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 a 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.
ARTICLE 17 - MISCELLANEOUS
17.01 Giving Notice
A. Whenever any provision of the Contact Documents requires the giving of written notice, it will be deemed to have
been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation
for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business
address known to the giver of the notice.
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