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DocuSign Envelope ID:3ABDCDAE-4B84-4B22-A37C-A4D48BC759BA
<br /> PO#:461001885
<br /> Routing#:22-HA4-ZG-00115
<br /> termination. The total of such payments shall not exceed the amount, as determined by the Engineer, the
<br /> Contractor will be entitled to hereunder.
<br /> E. Disposition of Work and Inventory. The Contractor shall transfer title and deliver to the Department, as
<br /> directed,such items which,if the Contract had been completed,would have been furnished to the Department
<br /> including:
<br /> (1) Completed and partially completed work;and
<br /> (2) Materials or equipment produced or in process or acquired in connection with the performance of the
<br /> work terminated by the notice. Other than the above, any termination inventory resulting from the
<br /> contract termination may,with written approval of the Engineer,be sold or acquired by the Contractor
<br /> under the conditions prescribed by and at prices approved by the Engineer.The proceeds of any such
<br /> disposition shall be applied to reduce any payments to the Contractor under the Contract, or shall
<br /> otherwise be credited to the cost of work covered by the Contract, or paid in a manner as directed.
<br /> Until final disposition,the Contractor shall protect and preserve all the material related to the Contract
<br /> which is in the Contractor's possession and in which the Department has or may acquire an interest.
<br /> F. Cost Records. The Contractor agrees to make cost records available to the extent necessary to determine the
<br /> validity and amount of each item claimed.
<br /> G. Contractual Responsibilities. Termination of a Contract or portion thereof shall not relieve the Contractor of
<br /> contractual responsibilities for the work completed, nor shall it relieve the Surety of its obligation for and
<br /> concerning any just claim arising out of the work performed
<br /> 15. DISPUTE RESOLUTION
<br /> Subsections 105.22, 105.23, and 105.24 of the Department's Standard Specifications detail the process through
<br /> which the Parties agree to resolve any issue that may result in a dispute. The intent of the process is to resolve
<br /> issues early, efficiently, and as close to the project level as possible. Figure 105-1 in the standard special
<br /> provisions outlines the process. Specified time frames may be extended by mutual agreement of the Department
<br /> and the Contractor. In these subsections, when a time frame ends on a Saturday, Sunday or holiday, the time
<br /> frame shall be extended to the next scheduled work day.
<br /> 16. NOTICES and REPRESENTATIVES
<br /> Each individual identified as a Principal Representative on the Cover Page for this Contract shall be the principal
<br /> representative of the designating Party.All notices required or permitted to be given under this Contract shall be
<br /> in writing, and shall be delivered (A)by hand with receipt required, (13) by certified or registered mail to such
<br /> Party's principal representative at the address set forth below or(C)as an email with read receipt requested to the
<br /> principal representative at the email address, if any, set forth on the Cover Page for this Contract. If a Party
<br /> delivers a notice to another through email and the email is undeliverable,then,unless the Party has been provided
<br /> with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt
<br /> required or by certified or registered mail to such Party's principal representative at the address set forth on the
<br /> Cover Page for this Contract. Either Party may change its principal representative or principal representative
<br /> contact information,or may designate specific other individuals to receive certain types of notices in addition to
<br /> or in lieu of a principal representative by notice submitted in accordance with this section without a formal
<br /> amendment to this Contract.Unless otherwise provided in this Contract,notices shall be effective upon delivery
<br /> of the written notice.
<br /> 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
<br /> If the Contractor employs any design, device, material, or process covered by letters of patent or copyright, the
<br /> Contractor shall provide for their use by suitable legal agreement with the patentee or owner.The Contractor and
<br /> the Surety shall indemnify and save harmless the Department, any affected third party, or political sub-division
<br /> from any and all claims for infringement resulting from the use of any patented design,device,material or process,
<br /> or any trademark or copyright,and shall indemnify the Department for any costs,expenses, and damages which
<br /> they may be obliged to pay by reason of any infringement,during the prosecution or after the completion of the
<br /> Contract.
<br /> Except to the extent specifically provided elsewhere in this Contract, any pre-existing State Records, State
<br /> software,research,reports,studies,photographs,negatives or other documents,drawings,models,materials,data
<br /> and information shall be the exclusive property of the State (collectively, "State Documents"). Contractor shall
<br /> not use,willingly allow,cause or permit Work Product or State Documents to be used for any purpose other than
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