Res 1979-036 - Laserfiche WebLink

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I "-"-4 ~ [: '. ~ 1 .~ I 5. TE:RMINATION (a) Either party may terminate this agreement, in whole or in part, in writing, if the other party substantially fails to fulfill its obligations under this agreement through no fault of the termin~ting party. However, no such termination may be effected unless the other party is given (I) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consul- tation with the terminating party before termination. (b) The owner may terminate this agreement, in whole or in part, in writ- ing, for its convenience, if the termination is for good cause (such as for legal or financial reasons, major changes in the work or program requirements, initi- ation of a new step) and the engineer is given (1) not less than ten (lOl calen- dar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the ter- minating party before termination. (c) If the owner terminates for default, an equitable adjustment in the price provided for in this agreement 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 engineer at the time of termination may be adjusted to the extent of any additional costs the owner incurs because of the engineer's default. If the engineer terminates for default or if the owner terminates for convenience, the equitable adjustment shall include a reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for payment to the engineer for services rendered and expenses incurred before the termination, in addition to termination settlement costs the engineer reasonably incurs relating to commitments which had become firm before the termination. (d) Upon rece~pt of a termination action under paragraphs (a) or (b) above, the engineer shall (1) promptly discontinue all services affected (unless the notice directs otherwise) and (2) deliver or otherwise make available to the owner al~ data, drawings, specifications, reports, estimates, summaries, and such other information and materials as the engineer may have accumulated iri performing this agreement whether completed or in process. (e) Upon termination under paragraphs (a) or (b) above, the owner may take over the work and prosecute the same to completion by agreement with another party or otherwise. Any work the owner takes over for completion will be com- pleted at the owner's risk, and the owner will hold harmless the engineer from all claims and damages arising out of improper use of the engineer's work. (f) If, after termination for failure of the engineer to fulfill contractu- al obligations, it is determined that the engineer had not so failed, the termin- ation shall be deemed to have been effected for the convenience of the owner. In such event, adjustment of the price provided for in this agreement shall be made as paragraph (c) of this clause provides. 6. RIlME:DIE:S Except as this agreement otherwise provides, all claims, counter-claims, disputes, and other matters in question between the owner and the engineer arising out of or relating to this agreement or the breach of it will be decided by arbi- tration if the parties hereto mutually agree, or in a court of competent juris- diction within the State in which the owner is located. Page 3 of 8 pages