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(1) if in the OWNER's opinion VENDOR is improperly performing work or violating any <br /> provision(s) of the Contract Documents; <br /> (2) if VENDOR neglects or refuses to correct defective work or replace defective parts <br /> or equipment, as directed by the Owner pursuant to an inspection; <br /> (3) if in the OWNER's opinion VENDOR's work is being unnecessarily delayed and will <br /> not be finished within the prescribed time; <br /> (4) if VENDOR assigns this Contract or any money accruing thereon or approved <br /> thereon; or <br /> (5) if VENDOR abandons the work, is adjudged bankrupt, or if he makes a general <br /> assignment for the benefit of his creditors, or if a trustee or receiver is appointed for <br /> VENDOR or for any of his property. <br /> B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify <br /> CONTRACTOR in writing of the grounds for termination and provide VENDOR with ten <br /> (10) calendar days to cure the default to the reasonable satisfaction of the OWNER. <br /> C. If the VENDOR fails to correct or cure within the time provided in the preceding Sub-Article <br /> B, OWNER may terminate this Contract by notifying VENDOR in writing. Upon receiving <br /> such notification, VENDOR shall immediately cease all work hereunder. <br /> D. The VENDOR shall be liable for: <br /> (1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a <br /> new contract; and <br /> (2) the difference between the cost of completing the new contract and the cost of <br /> completing this Contract; <br /> (3) any court costs and attorney's fees associated with any lawsuit undertaken by <br /> OWNER to enforce its rights herein. <br /> E.TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate <br /> VENDOR's services and work for OWNER's convenience. Upon receipt of notice of such <br /> termination VENDOR shall, unless the notice directs otherwise, immediately discontinue <br /> the work and immediately cease ordering of any materials, labor, equipment, facilities, <br /> or supplies in connection with the performance of this Contract. Upon such termination <br /> Contractor shall be entitled to payment only as follows: <br /> (1) the actual cost of the work completed in conformity with this Contract and the <br /> specifications; plus, <br /> (2) such other costs actually incurred by VENDOR as are permitted by the prime <br /> contract and approved by the OWNER. <br /> Vendor shall not be entitled to any other claim for compensation or damages against the <br /> County in the event of such termination. <br /> 8 <br />