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.
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.
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