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e) If SUBCONTRACTOR's termination claim is timely submitted, complete, and correct, CAPCOG agrees to pay SUBCONTRACTOR the following amounts in full settlement of SUBCONTRACTOR's termination claim: (1) the reasonable cost of all work performed through the date of termination; and (2) the reasonable cost of settling and paying claims resulting from cancellation of subcontracts and orders. However, CAPCOG's total payment under this paragraph may not exceed the total Contract price, less amounts already paid SUBCONTRACTOR under this Contract, any lawful offsets, and the Contract price for any work not terminated. Article 11: Suspension or Termination of Contract for Unavailability of Funds a) SUBCONTRACTOR acknowledges that CAPCOG is a governmental entity without taxing power and that its only source for paying SUBCONTRACTOR under this Contract is the Municipal Solid Waste Disposal and Transportation Revenue Fee administered by TCEQ under Contract with CAPCOG. If TCEQ suspends or terminates its Contract with CAPCOG, SUBCONTRACTOR agrees that CAPCOG may suspend its payment obligations under or terminate this Contract in whole or part if CAPCOG learns that funds to pay for all or part of the goods or services will not be available at the time of delivery or performance. If CAPCOG suspends or terminates only part of this Contract for unavailability of funds, SUBCONTRACTOR agrees to perform the unsuspended or unterminated part if CAPCOG so requests. b) CAPCOG suspends or terminates this Contract for unavailability of funds by giving SUBCONTRACTOR notice of the suspension or termination, as soon as it learns of the funding unavailability, specifying the suspension or termination date, and describing the part or parts suspended or terminated. CAPCOG agrees to promptly return to SUBCONTRACTOR at CAPCOG's expense any goods Contractor shipped to CAPCOG before receiving notice of suspension or termination. C) If this Contract is terminated for unavailability of funds under this Article 11, SUBCONTRACTOR is entitled to compensation for goods it furnished and services it performed before it received notice of termination. However, CAPCOG is not liable to SUBCONTRACTOR for costs it paid or incurred under this Contract after or in anticipation of its receipt of notice of termination. Article 12: Termination for Breach of Contract (a). If CAPCOG or SUBCONTRACTOR breaches a material provision of this Contract, the other may notify the breaching party describing the breach and demanding corrective action. The breaching party has five business days from its receipt of the notice to correct the breach, or to begin and continue with reasonable diligence and in good faith to correct the breach. If the breach cannot be corrected within a reasonable time, despite the breaching party's reasonable diligence and good faith effort to do so, either party may terminate the Contract for breach by notifying the other party of the termination date, which may be no sooner than 10 calendar CAPCOG FY2010 Solid Waste Interloca/ Contract 31