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<br />Federal and State
<br />Provisions Exhibit C
<br />
<br />belonging to Consultant and located at the Worksite for the purposes of completing the remaining
<br />Work. (4) Wrongful Termination. If a court of competent jurisdiction or an arbitrator later determines
<br />that the termination for default was wrongful, the termination will be deemed to be a termination for
<br />convenience, and Consultant’s damages will be strictly limited to the compensation provided for
<br />termination for convenience under Section 13.4, below. Consultant waives any claim for any other
<br />damages for wrongful termination including consequential damages, lost opportunity costs or lost
<br />profits.
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<br />e. Termination for Convenience
<br />City reserves the right to terminate all or part of the Contract for convenience upon written notice to
<br />Consultant. Upon receipt of such notice, Consultant must: immediately stop the Work, including under
<br />any terms or conditions that may be specified in the notice; comply with City’s instructions to protect
<br />the completed Work and materials; and use its best efforts to minimize further costs. Subject to City’s
<br />directions in the notice, Consultant must not place further orders or enter into new subcontracts for
<br />materials, equipment, services or facilities, except as may be necessary to complete any portion of
<br />the Work that is not terminated. Consultant must also promptly cancel all existing subcontracts that
<br />relate to performance of the discontinued Work. (1) Compensation to Consultant. In the event of
<br />City’s termination for convenience, Consultant waives any claim for damages, including for loss of
<br />anticipated profits from the Project. The following will constitute full and fair compensation to
<br />Consultant, and Consultant will not be entitled to any additional claim or compensation:
<br />(a) Completed Work. The value of its Work satisfactorily performed to date, based on Consultant’s
<br />schedule of values and unpaid costs for items delivered to the Project site that were fabricated for
<br />incorporation in the Work;
<br />(b) Demobilization. Actual and substantiated demobilization costs; and
<br />(c) Markup. Five percent of the total value of the Work performed as of the date of notice of
<br />termination or five percent of the value of the Work yet to be completed, whichever is less, which is
<br />deemed to cover all overhead and profit to date.
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<br />f. Effect of Any Contract Termination
<br />Upon any termination pursuant to this Article, City may enter upon and take possession of the Project
<br />and the Work. City may also take possession of, for the sole purpose of completing the Work, all of
<br />Consultant’s tools, equipment and appliances, and all materials on the Worksite or stored off the
<br />Worksite that will be incorporated in the Work. Regardless of any Contract termination, Consultant’s
<br />obligations for portions of the Work already performed will continue and the provisions of the Contract
<br />Documents will remain in effect as to any claim, indemnity obligation, warranties, guarantees,
<br />submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising
<br />prior to the termination date.
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<br />XIV. EQUAL EMPLOYMENT OPPORTUNITY
<br />During the performance of the Contract, Consultant agrees as follows:
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<br />i. The consultant will not discriminate against any employee or applicant for employment because of
<br />race, color, religion, sex, sexual orientation, gender identity, or national origin. The consultant will take
<br />affirmative action to ensure that applicants are employed, and that employees are treated during
<br />employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or
<br />national origin. Such action shall include, but not be limited to the following: Employment, upgrading,
<br />demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other
<br />forms of compensation; and selection for training, including apprenticeship. The consultant agrees to
<br />post in conspicuous places, available to employees and applicants for employment, notices to be
<br />provided setting forth the provisions of this nondiscrimination clause.
<br />DocuSign Envelope ID: 9D598DAC-5F24-41FA-B827-97D013A47ECADocuSign Envelope ID: CEB20404-63F8-4DC5-AE6A-C5FC89DB6F87
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