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If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Tcrmination for Convenience of Default (Cost-Type Contracts) The Recipient may terminate tliis contract, or any poRion of it, by serving a notice or tecmination on the Contractor. The notice shall state whether the termination is for convenience of the Recipient or for the default of the Cont~actor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the Recipient, or propecty supplied to the Contractor by the Recipient. If the termination is for default, the Recipient may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Recipient and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the Recipient, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after secving a notice of termination for default, the Recipient determines that the Contractor has an excusable reason for not performing, such as strike, fi~e, flood, events which are not the fault of and are beyond the control of the Cont~actor, the Recipient, after setting up a new work schedule, may allow the Contractor to continue work, or treat the tecmination as a termination for convenience. Dispute Resolution Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authocized represen[ative of RecipienPs Contract Officer. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otlierwise furnishes a w[itten appeal to the General Manager. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Genexal Manage~ shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless othecwise directed by Recipient, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the pady or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writmg ro such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless Ihis contract provides othecwise, all claims, counterclaims, disputes and other matters in question between the Recipient and the Contractor arising out of or relating to this agreement or its bceach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the Recipient is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Recipient, Architect or Cont~actor shall constitute a waiver of any righ[ or duty afforded any of them under the Contrac[, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Addendum, FPA Contract Requirements Page - 21 0318971157