2023-04-05_PERMIT FILE - M2022051 (3)

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DocuSign Envelope ID-07C464C4-FDB6-434A-A01 B-558064E4E858 PO#:461001815 Routing#:22-HA3-ZG-00070 D. If the notice of default is determined to be in error,the rights and obligations of the parties shall be the same as if the Contract had been terminated in accordance with Standard Specifications subsection 108.10. Damages for improper notice of default may be awarded accordingly. 14. TERMINATION OF CONTRACT Parties will act in accordance with the Standard Specification subsection 108.11 which requires: A. Termination Notice. The Department may terminate work under the Contract in whole or in part if the Engineer determines that termination is in the Department's best interest. Contract termination will be initiated by the Engineer's written Contract Termination Notice to the Contractor.The notice will specify the effective date. B. Canceled Commitments. The Contractor, after receiving the Contract Termination Notice, shall cancel any outstanding commitments for procurement of materials, supplies, equipment, and miscellaneous items. In addition, the Contractor shall use reasonable effort to cancel or divert any outstanding subcontract commitments to the extent they relate to any work terminated.With respect to such canceled commitments the Contractor shall: (1) Settle all outstanding liabilities and all claims arising out of these canceled commitments. Such settlements will be approved by the Engineer and shall be final;and (2) Assign to the Department all of the rights, title and interest of the Contractor under the terminated orders and subcontracts, as directed. The Department will then have the right to settle or pay any or all claims arising out of the termination of these commitments. C. Termination Claim. The Contractor shall submit the termination claim to the Engineer within 90 days after the termination notice effective date.During the 90 day period,the Contractor may make a written request for a time extension in preparing the claim.Any time extension must be approved by the Engineer.If the Contractor fails to submit the termination claim within the time allowed,the Engineer may determine the amount due the Contractor by reason of the termination. D. Payment Subject to subsection C above, the Contractor and Engineer may agree upon the whole or any part of the amount to be paid to the Contractor because of the termination. The amount may include reasonable cancellation charges incurred by the Contractor. The amount may also include any reasonable loss upon outstanding commitments for subcontracts which the Contractor is unable to cancel,provided the Contractor has made reasonable effort to divert the commitments to other activities. The amount agreed upon shall be embodied in a Contract Modification Order and the Contractor shall be paid that amount.Payments claimed and agreed to pursuant to termination shall be based on the Contract unit prices. Payment for partially completed lump sum items may be made in the proportion that the partially completed work is to the total lump sum item.Where work performed is of a nature that it is impossible to separate the costs of uncompleted work from completed units,the Contractor will be paid the actual cost incurred for the necessary preparatory work and other work accomplished. The Department may from time to time, under terns and conditions it may prescribe,make partial payments against costs incurred by the Contractor in connection with the contract termination. The total of such payments shall not exceed the amount, as determined by the Engineer, the Contractor will be entitled to hereunder. E. Disposition of Work and Inventory. The Contractor shall transfer title and deliver to the Department, as directed,such items which,if the Contract had been completed,would have been furnished to the Department including: (1) Completed and partially completed work;and (2) Materials or equipment produced or in process or acquired in connection with the performance of the work terminated by the notice. Other than the above, any termination inventory resulting from the contract termination may,with written approval of the Engineer,be sold or acquired by the Contractor under the conditions prescribed by and at prices approved by the Engineer.The proceeds of any such disposition shall be applied to reduce any payments to the Contractor under the Contract, or shall otherwise be credited to the cost of work covered by the Contract, or paid in a manner as directed. Document Builder Generated Page 12 of 59 Version 0819