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~ <br />~ <br />If the termination is for the convenience of the Recipient, the Contracting Of~cer shall make an <br />equitable adjustment in the contract price but shall allow no anticipated profit on unperformed <br />services. - . <br />If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may <br />complete the work by contract or otherwise and the Contractor shall be liable for any additional cost <br />incurred by the R~cipient. <br />If, after termination foc failure to fulfill contract obligations, it is deternuned that the Contractor was <br />not in default, the rights and obligations of the parties shall be the same as if the ternunation had been <br />issued for the convenience of the Recipient. <br />j. Termination for Convenience or Default (Cost-Type Contracts) The Recipient may terminate this <br />contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall <br />state whether the termination is for convenience of.the Recipient or f~r the default of the Contractor. <br />If the ternunation is for default, the notice shall state the manner in which the Contractor has failed to <br />perform the requirements of the contract. The Contractor shall account for any property in its <br />possession paid for from funds received from the Recipient, or property supplied to the Contractor <br />by the Recipient. If the termination is for default, the Recipient may fix the fee, if the contract <br />provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up <br />to the time of termination. The Contractor shall promptly submit its termination claim to the <br />Recipient and the parties shall negotiate the temunation settlement to be paid the Contractor. <br />If the termination is for the convenience of the Recipient, the Contractor shall be paid its contract <br />close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work <br />performed up to the time of ternunation. ~ <br />If, after serving a notice of ternunation for default, the Recipient determines that the Contractor has <br />an excusable reason for not performing, such as strike, fire, flood, events which aze not the fault of <br />and are beyond the control of the Contractor, the Recipient, after setting up a new work schedule, <br />may allow the Contractor to conrinue work, or treat the te-mination as a termination for convenience. <br />Dispute Resolution <br />Disputes - Disputes arising in the perforrnance of this Contract which are not resolved by agreement <br />of the parties shall be decided in writing by the authorized representative of Recipient's Contract <br />Officer. This decision shall be final and conclusive unless within ten (10) days from the date of <br />receipt of its copy, the Contractor mails or otherwise fumishes a written appeal to the General <br />Manager. In connection with any such appeal, the Contractor shall be aff~rded an opportunity to be <br />heard and to offer evidence in suppo~t of its position. The decision of the General Manager shall be <br />binding upon the Contractor and th~ Contractor shall abide be the decision. In the event that the <br />decision of the General Manager is contrary to law or violates the terms of the Contract, Contractor <br />may pursue such remedy or relief as may be available for breach of Contract. <br />Performance During Dispute - Unless otherwise directed by Recipient, Contractor shall continue <br />performance under this Contract while matters in dispute are being resolved. <br />ClaEms for Damages - Should either party to the Contract suffer injury or damage to person or <br />property because of any act or omission of the party or of any of his employees, agents or others for <br />whose acts he is legally liable, a claim for damages therefor shall be made in wnting to such other <br />party within a reasonable time after the first observance of such injury of damage. <br />Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other <br />matters in question between the Recipient and the Contractor arising out of or relating to this <br />Addendum, FTA Contract Requirements <br />Page - 21 <br />0126981149 <br />