Res 1984-049 - Laserfiche WebLink

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(b) This subagreement may be terminated in whole or in part in writing by the recipient for its convenience, providerl that the contractor is given (1) not less. than ten (10) ca1endar days written notice (de1ivered by certifieá mail, return receipt requested) of intent to terminate, and (2) an opportlJnity for consultation with the terminating party prior to termination. (c) If termination for default is effected by the recipient, an equitable adjustment in the pr1ce provided for in this subagreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due to the contractor at tne time of termi na t i on '11ay be adju s ted to cover any addit i ona 1 cos ts to the reci pi ent because of the contractor's default. If termination for default is effected by the contractor, or if termi hat i on for conveni ence is effected by tne reci pi ent, the equitable adJustment sha 11 include a reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for payment to the contractor for services rendered and expenses incurred prior to the termination, in addition to terminati,on settlement costs reasonably incurred by the contractor re 1 a t i ng to commitr:Jents wh i ch had become fi rm pri or to the termi nat i on. (d) Upon receipt of a termination action under paragraphs (a) or (b) above, th~ contractor shall (1) prOO1ptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to the recipient all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the contractor in performing this subagreement, whether completed or in process. (e) Upon tef111ination under paragraphs (a) or (b) above, the .recipient may take over the work and may award another party a subagreement to complete the work under this subagreement. (f) If, after termination for failure of the contractor to fulfill contractual obligations, it is detef111ined that the contractor had not failed to fuHi11 contractual obligations, the termination shall be deemed to hav.e been for the convenience of the recipient. In such event, adjustment of the subagreement prièe shall be made as provided in paragraph (c) of this clause. 7. REMEDIES Unless otherwise provided in' this subagreement, all claims, courtter-claims, disputes and other matters in guestion between the recipient and the contractor arising out of, or relating to, this subagreement or the breach of it will be decided by arbitration if .the parties mutj1a11y agree, or in a court of compet1?nt jurisdiction within the State in '"hich the recipient is located. 8. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA NOTE - The fo11owing clause ies to I) any ~ubaqreement negotiated between the reciDient and its contractor in excess of ,GOO', neoot 1 ated subaoreement dl'1endments or chance orders 1n excess of )lOO,£JO al lect1ng the pr1ce of a forma IV advert1sed, comoetltlVe¡y awarded, fixed price suoaqreement; or '3) anv lower tler suba reement or purchase order in excess of 5100,000 under a SUoaqreement otner than a formal v advertised, cOffiDetitlvei awarded, fixed orice suba reement. This cause ooes not appi to suôaareements awarded on the basis of effective price cÐmpetition. (a) The contractor and subcontractor, where appropriate, assure that the cost and pricing data submitted fo~ eval"Uation with respect to negotiation of prices for negotiated subagreements, lower tier subagreements and change orders is based on current, accurate and cor¡¡plete data supported by their books and records. If the recipient or EPA detef111ines that any price.(including profit) neg~tiated in connection with this subagreement, lower tier subagreement or amendment thereunder was increased by any significant sums because the data provided was incomplete, inaccurate or not current at the time of submission, then such price or costs er profit shall be reduced accordingly and the reciþient shall modify the subagreement in writing to reflect such action. (b) Failure to agree on a reduction shall be subject to the re~edies clause of this subagreement. (NOTE - Since the suDaqreement is subject to reduction under this clause by reason of defective cost or oricin data submitted in connectlon witn lower tier suba reements, the contractor ma wisn to lOC ude a Clause ln each lower t1 er sucaGreement reo'J 1 r1 n the ~wer tler subcontractor to approor1ate~ 1ndemnlry the contractor. It 1S also expected that any ower tler subcontractor suoJect to such 1nòemn1tlcatHJn wi]] generall require substantlai1 Slmilar 1ndemnificat1on or deteCtlve cost or r1Clnq data suDmltted ower tler contractors. 9. AUDIT; ACCESS TO RECORDS (a) The contractor sha11 maintain books, records, documents and other evidence direc'tly pertinent to perfon11ance on EPA funded ,"ork under this subagreement in accordance with generally accepted accounting principles and practices consistently applied, and 40 CFR Part 30, in effect on the date of execution of this sub.agreement. The contractor shall also maint.ain the financial informatiqn and data used in the preparÙion or support of the cost submission required under 40 CFR, 33.290 for any negotiated svba~reement or change order and a copy of the cost summary submitted to the recipient.. The United States Environœenta1 Protection Agency, the Comptroller Genera1 of the United States, the United States Department of Labor, the recipient, and (the State) or any of their authorized representatives shal1 have access to a11 such books, records, documents, and other evidence for the purpose of inspection, audit and copying during norma1 business hours. The contrattor will provide proper faci1ities for such access and inspect10n.