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<br />but not including any 1 iquidated damages which may have been <br />assessed by the Owner) is less than the original Contract Price, <br />as modified by any written Chanqe Orders, then the Owner shall pay <br />the difference to the Contractor' as a lump sum Termination Fee in <br />lieu of any other settlement. <br /> <br />317,2.1.8.2 <br /> <br />If the Total Costs to complete the Project added to those amounts <br />already paid to the Contractor (including any retained amounts, <br />but not including any liquidated damages which may have been <br />assessed by the Owner) is more than the original Contract Price as <br />modified by any written Change Orders, then the Contractor or his <br />Surety shall pay the difference between the Total Costs to the <br />Owner to complete the Project and the Contract Price. <br /> <br />Total Costs as used in paragraphs 317.2.1.8.1 and 317.2.1.8.2 shall <br />mean all costs including addHional costs of labor, material, <br />supplies, equipment, additional engineering costs, and attorneys <br />fees, incurred by the Owner, and loss of revenue. <br /> <br />317.2.2 <br /> <br />Termination for Convenience <br /> <br />The Owner may terminate the performance of Work under the Contract <br />Documents in accordance with this Section, in whole, or from time <br />to time in part, whenever the Owner shall determine that such <br />termination is in the best interest of the Owner. Any such <br />termination shall be effected by delivery of a written Notice of <br />Termination to the Contractor specifying the extent to which <br />performance of Work under the Contract is terminated and the date <br />upon which termination becomes effective. <br /> <br />317.2.2.2 After receipt of a Notice of Termination, and except as otherwise <br />directed by the Owner, the Contr~ctor shall: <br /> <br />(1) Stop Work, under the Contract on the date and to the extent <br />specified in the Notice of Termination; <br /> <br />(2) Place or further orders or subcontracts for materials, services, <br />or facil ities except as necessar-y to complete the portion of the <br />Work under the Contract which is not terminated; <br /> <br />(3) Terminate all orders and subcontracts to the extent that they <br />relate to the performance of \~ork terminated by the Notice of <br />Termina tion; <br /> <br />(4) Assign to the Owner, in the manner, at the times, and to the <br />extend directed by the Owner, an of the right, title, and interest <br />of the Contractor under the orders and subcontracts so terminated. <br />The Owner shall have the right, in its discretion, to settle or <br />pay any or all claims arising out of the termination of such <br />orders and subcontracts; <br /> <br />GC - 23 <br />