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.
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, subcontractors, sub consultants, vendors, or suppliers are expressly
recognized to be within CONTRACTOR's control.
ARTICLE i6— DISPUTE RESOLUTION
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
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