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45 <br /> <br />Revised NETPLANNER v2 <br /> <br />14 hereof and the Contract Construction Schedule shall be adjusted in accordance with Article <br />13 hereof. <br /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <br />ARTICLE 35 MINORITY BUSINESS ENTERPRISE PROGRAM <br /> <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 />DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269