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DocuSign Envelope ID:78B556CA-0O28-4315-8EF4-948059C1C6F0 <br /> 45 <br /> 14 hereof and the Contract Construction Schedule shall be adjusted in accordance with Article <br /> 13 hereof. <br /> 34.3 In the event of termination by the Owner under this Article, the Contractor shall be entitled <br /> to receive the reasonable and documented direct costs incurred prior to termination, including <br /> the cost of materials purchased for the Work which purchases cannot be canceled or which <br /> material cannot reasonably be used by the Contractor on other work, and the cost of closing <br /> down the Project in a safe and efficient manner, plus ten percent (10%) thereof for overhead <br /> and profit, subject to the following conditions: <br /> a)When the Contract is terminated before completion of all items of Work, payment shall be <br /> made for the actual number of units or items of Work completed at the applicable contract <br /> prices, or as mutually agreed for items of Work partially complete. If a mutual agreement cannot <br /> be reached, the Owner shall have the authority to make such equitable adjustment as it deems <br /> warranted and the Final Payment shall be made accordingly. <br /> b) Reimbursement for organization of any Work and moving equipment to and from the job shall <br /> be considered when not otherwise provided for in the Contract Documents where the volume of <br /> completed Work is too small to compensate the Contractor for those expenses under unit <br /> prices. If a mutual agreement cannot be reached, the Owner will have the authority to make <br /> such equitable adjustments as it deems warranted and the Final Payment will be made <br /> accordingly. <br /> c) Materials obtained by the Contractor for the Work that have been inspected and accepted by <br /> the Designer and that are not incorporated in the Work shall, at the request of the Contractor, be <br /> purchased from the Contractor at the Contractor's actual cost as shown by receipted bills and <br /> actual costs records at such points of delivery as may be determined by the Owner. <br /> d) No payment shall be made by Owner to Contractor except as herein above provided. No <br /> claim for loss of anticipated profits shall be considered or allowed. <br /> e) Termination of the Contract shall not relieve the Contractor of his responsibilities for any <br /> completed portion of the Work nor shall it relieve his sureties of their obligation for and <br /> concerning any just claims arising out of the Work performed. The Contractor shall not be <br /> entitled to any other compensation, including compensation for lost profit, lost opportunity, or <br /> any other direct or consequential cost, loss, or damage. <br /> f) Either party may terminate this Agreement upon notice to the other party that obligations <br /> pursuant to this Agreement are made impossible due to declarations of emergency by Orange <br /> County or by North Carolina due to events directly impacting Orange County. Both parties shall <br /> remain responsible for all payment and performance due up to the receipt of such notice, but <br /> shall have no further obligation or responsibility beyond that date provided the terminating party <br /> has taken all reasonable steps to complete the performance of its obligations. <br /> ARTICLE 35 MINORITY BUSINESS ENTERPRISE PROGRAM <br /> 35.1 The Contractor shall at all times comply with the Orange County Minority Business <br /> Enterprise Policy. All documentation substantiating compliance with the requirements of this <br /> Revised NETPLANNER v2 <br />