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ARTICLE 17. TERMINATION FOR CONVENIENCE (a) LCRA shall have the right to terminate this Contract for its convenience at any time. After receipt of the notice of termination, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due at that point in the Contract: (1) Stop all ongoing Services; (2) Place no further subcontracts or orders for materials or Services; (3) Terminate all subcontracts; (4) Cancel all materials and equipment orders, as applicable; and (5) Take any action that is necessary to protect and preserve all property related to this Contract that is in the possession of the Contractor. (b) In the event of a termination under paragraph (a) of this Article, LCRA shall pay equitable termination charges, including payment for portions of Services completed and materials purchased, profit on completed portions, and out-of-pocket costs that have been reasonably incurred by Contractor as a result of terminating this Contract. LCRA shall not be liable in connection with any termination under this Article for special, incidental, consequential or punitive damages, or for loss of anticipated future Services, anticipated profits, administrative costs or overhead on anticipated Services, or other indirect costs. (c) This provision relates only to Services being performed at the Fayette Power Project (FPP). Notwithstanding any provisions in this Contract to the contrary, Contractor agrees that in the event the FPP is not provided sufficient appropriated funds for performance of the Services, and funds are not otherwise available to pay the Contractor, there is no other legal procedure by which payment can be made, and the non-appropriation of funds did not result from any act or failure to act on the part of FPP, the LCRA or Austin Energy, LCRA shall have the right to cancel this Contract by a written notice of termination served no less than thirty (30) days prior to the effective date of the termination. ARTICLE 18. TERMINATION FOR CAUSE (a) The occurrence of any one or more of the following events will constitute an event of default: (1) Contractor's persistent failure to perform the Services in accordance with the Contract Documents (including, but not limited to, failure to supply sufficiently skilled workers, suitable materials or equipment, or to adhere to project schedules as adjusted from time to time pursuant by the Parties); (2) Contractor's disregard of applicable laws or regulations; (3) Contractor's disregard of the authority of LCRA's representative; (4) Contractor's violation in any material way of any provisions of the Contract Documents; (5) Failure of Contractor to pay subcontractors and/or material suppliers; or (6) Contractor's violation of LCRA's ethics policy, LCRA Board Policy No. 206 or the Ethics Requirements contained herein . (b) If one or more of the events identified in paragraph (a) occur, the LCRA may, at its sole discretion, choose to either terminate this Contract immediately upon written notification to the Contractor, and the surety, if any, or provide a "Corrective Action Request", which instructs the Contractor to provide a corrective action plan within five (5) business days of issuance that will cure the default. General Services RFP LR Revised 09/15/08 Page 7 Contract #