|
<br />Agreement between Client, KCDA and Contractor - Washington Page 17
<br />156691459.1
<br /> 19.14 Disposal of Materials. To the extent this
<br />Project involves the remediation of contaminated property, the
<br />Contractor shall comply with all applicable requirements of
<br />RCW 70.95 and any provisions of the Washington
<br />Administrative Code promulgated thereunder.
<br />
<br />ARTICLE 20
<br />TERMINATION OF THE CONTRACT
<br />
<br /> 20.1 Termination for Cause by Contractor. If
<br />KCDA fails to make payment for a period of 60 days through
<br />no fault of the Contractor and has been given approval by the
<br />Client, the Contractor may, upon seven additional days’ written
<br />notice to KCDA, terminate the Agreement and recover from
<br />KCDA payment for all Work properly executed and for proven
<br />loss with respect to materials, equipment, tools, and
<br />construction equipment and machinery, including Fees
<br />applicable thereto.
<br />
<br /> 20.2 Termination for Cause by Client. The
<br />Client may, upon seven days’ written notice to the Contractor,
<br />terminate (without prejudice to any right or remedy of KCDA
<br />or the Client) the whole or any portion of the Work for cause,
<br />including but not limited to the following circumstances:
<br />
<br />.1 the Contractor fails to prosecute the Work or any
<br />portion thereof with sufficient diligence to ensure the
<br />Completion of the Work within the Contract Time;
<br />
<br />.2 the Contractor is in material default of or materially
<br />breaches any provisions of this Agreement;
<br />
<br />.3 the Contractor is adjudged bankrupt, makes a
<br />general assignment for the benefit of its creditors, or if
<br />a receiver is appointed on account of its insolvency;
<br />
<br />.4 the Contractor fails to supply a sufficient number
<br />of properly skilled workers or proper materials;
<br />
<br />.5 the Contractor fails to make prompt payment to
<br />Subcontractors or for materials or labor;
<br />
<br />.6 the Contractor materially disregards laws,
<br />ordinances, rules, regulations or orders of any public
<br />authority having jurisdiction; or
<br />
<br />.7 the Contractor fails to comply with the provisions
<br />of RCW 28A.400.330 by permitting a worker on the
<br />Project having contact with children who has been
<br />convicted of or pled guilty to a felony crime involving
<br />children as described in Section 10.3.
<br />
<br /> 20.3 Termination for Convenience by Client. The
<br />Client may, at any time upon seven days’ written notice to the
<br />Contractor, terminate (without prejudice to any right or remedy
<br />of the Client or KCDA) the whole or any portion of the Work
<br />for the convenience of KCDA and the Client. The Client shall
<br />be liable to Contractor only for those costs reimbursable to
<br />Contractor in accordance with the following :
<br />
<br />.1 The amount due under Articles 4 and 15 of this
<br />Agreement for the performance of the Work actually
<br />performed, including equipment manufactured or in
<br />process; and
<br />
<br />.2 Other pre-approved costs, consistent with Section
<br />13.2, necessary and reasonably incurred in connection
<br />with the termination of Work.
<br />
<br />The total sum to be paid to the Contractor under this Section
<br />20.3 shall not exceed the Contract Sum as reduced by the
<br />amount of payments otherwise made.
<br />
<br /> 20.4 Effects of Termination.
<br />
<br /> 20.4.1 Unless the Client directs otherwise, after
<br />receipt of a Notice of Termination from the Client pursuant to
<br />Sections 20.2 or 20.3, the Contractor shall promptly:
<br />
<br />.1 stop Work under the Agreement on the date and as
<br />specified in the Notice of Termination;
<br />
<br />.2 place no further orders or subcontracts for
<br />materials, equipment, services or facilities, except as
<br />may be necessary for completion of any portion of the
<br />Work that is not terminated;
<br />
<br />.3 procure cancellation of all orders and subcontracts,
<br />upon terms acceptable to the Client, to the extent that
<br />they relate to the performance of Work terminated;
<br />
<br />.4 assign to the Client all of the right, title and interest
<br />of the Contractor under all orders and subcontracts, in
<br />which case the Client shall have the right, in its
<br />discretion, to settle or pay any or all claims arising out
<br />of the termination of such orders and subcontracts;
<br />
<br />.5 with the Client’s approval, settle all outstanding
<br />liabilities and all claims arising out of such termination
<br />of orders and subcontracts not assigned to the Client;
<br />
<br />.6 transfer title and deliver to the entity or entities
<br />designated by the Client the fabricated or unfabricated
<br />parts, Work in process, partially completed supplies
<br />and equipment, materials, parts, tools, dies, jigs and
<br />other fixtures, completed Work, supplies and other
<br />material produced as part of, or acquired in connection
<br />with the performance of, the Work terminated, and the
<br />completed or partially completed plans, drawings,
<br />information and other property related to the Work;
<br />
<br />.7 use its best efforts to sell any property of the types
<br />referred to in Section 20.4.1.6. The Contractor may
<br />acquire any such property under the conditions
<br />prescribed by and at a price or prices approved by the
<br />Client, and the proceeds of any such transfer or
<br />disposition may be applied in reduction of any
<br />payments to be made by the Client to the Contractor;
<br />
|