Weber Construction Inc 8/28/2019

' City of Everett 00 7200-20 Diversion Dam Road Phase 3 UT 3707 & UT 3708 ' yet paid for by Owner, provided that ownership is transferred and assigned to the Owner and the materials and supplies conform to the requirements of the Contract Documents. If the unpaid balance of the Contract Sum exceeds the direct and indirect cost of the completed ' Work, including construction management services, such excess shall be paid to the Contractor. If such costs exceed such unpaid balance, the Contractor shall pay the difference to the Owner. Such costs incurred by the Owner will be verified by the Owner's Representative and incorporated into a Change Order, but in finishing the Work, the Owner may negotiate for materials, Equipment and services to complete the Work and will not be required to obtain the lowest figure for Work performed. Where the Contractor services have been so terminated by the Owner, the termination shall not affect any rights of the Owner against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies due the Contractor by the Owner will not release the Contractor from liability. If the Owner terminates this agreement for default, and it is thereafter determined that the Contractor had not so failed to perform its obligations or defaulted in any way, the termination shall then be deemed to have been made for the convenience of the Owner pursuant to 5.4.2 ' Termination For Convenience. In that event, any adjustment of Contract Sum shall be in accordance with the General Conditions. The Contractor covenants and agrees that in the event suit is instituted by the Owner for any ' default on the part of the Contractor and the Contractor is adjudged by court of competent jurisdiction to be in default, the Contractor shall pay to the Owner all costs, expenses expended or incurred by the Owner in connection therewith. ' 5.4.2. Termination for Convenience Without prejudice to any other remedy it may have under law or and/or the provisions of the Contract, the Owner may terminate this Contract for convenience, with or without cause, in ' whole or in part, at any time by giving written notice to the Contractor. Termination will be effective upon receipt of such Notice by the Contractor. The Contractor shall immediately discontinue Work and take all reasonable steps with its suppliers and subcontractors to minimize cancellation charges and other costs. In the event of termination for convenience, the Contractor shall be compensated as provided in 9.2.3. Deleted Work. The Contractor will be entitled to no further payments whatsoever for the Work. In the event of a breach or default by the Contractor, Owner may, at its sole option, terminate this Contract in whole or in part for convenience as provided herein. The Owner may pursue ' any and all contractual, legal and equitable remedies for such breach or default. Absent an express written agreement to the contrary, a termination for the Owner's convenience shall not be deemed a waiver or release of any rights by the Owner nor shall the Owner be estopped ' from any legal or equitable remedies that may be appropriate. 5.4.3. Termination by Contractor after Suspension If the Work has been wholly suspended pursuant to 5.3. Suspension Procedures for more ' than ninety (90) days as measured from the date of the notice to suspend, then the Contractor may terminate this Contract by providing Owner with ten (10) days' Notice that the Contractor shall deem the Contract to be terminated if the Owner does not provide Contractor with notice to resume Work within those ten (10) days. Such termination shall be treated as a termination for the Owner's convenience pursuant to 5.4.2. Termination for Convenience. 5.4.4. Contractor Obligations upon Termination On receipt of notice of termination, the Contractor shall immediately discontinue the Work but shall do such Extra Work as may be ordered by the Owner's Representative or Owner to ' 00 7200 -20 GENERAL CONDITIONS