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The Contractor shall terminate all or any part of the Work upon delivery to the Contractor of a notice of termination specifying that the termination is for the convenience of the City, the extent of termination, and the effective date of such termination. After receipt of notice of termination, and except as directed by the Public Works Director or his/her designee, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this clause, immediately proceed with the following obligations: a) Stop Work as specified in the notice. b) Complete any Work specified in the notice of termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents. c) Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Documents is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety. d) Terminate all subcontracts or vendor agreements to the extent that they relate to the portions of the Work terminated. e) Place no further subcontracts or orders, except as necessary to complete the continued portion, if any, of the Contract. f) Submit to the Public Works Director within ten (10) days from the effective date of the notice of termination, all of the usual documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials, machinery, equipment, tools and supplies through the effective date of the notice of termination. Any documentation substantiating costs incurred by the Contractor solely as a result of the City's exercise of its right to terminate this Contract pursuant to this clause, which costs the Contractor is authorized under the Contract documents to incur, shall: (i) be submitted to and received by the Director no later than thirty (30) days after the effective date of the notice of termination; (ii) describe the costs incurred with particularity; and (iii) be conspicuously identified as "Termination Costs occasioned by the City's Termination." In the event that the City exercises its right to terminate this Contract pursuant to this clause, the City shall pay the Contractor, upon the Contractor's submission of the documentation required by this clause and other applicable provisions of the Contract Documents, all actual reimbursable costs incurred according to the provisions of this Contract. The Contractor may terminate the Contract upon ten (30) days written notice to the City, whenever: (1) the entire Work has been suspended for ninety (90) consecutive days through no fault or negligence of the Contractor, and notice to resume the Work or to terminate the Contract has not been received from the City within this time period; or(2)the City should fail to pay the Contractor any undisputed billings in accordance with the terms of the Contract and within the time limits prescribed. In the event of such termination, the Contractor shall have no claims against the City except for Work performed as of the date of termination. Unforeseen Difficulties - All loss or damage arising out of the nature of the Work to be done under the Contract, or from any unforeseen obstructions or difficulties which may be encountered during the progress of the Work and in the prosecution of the same, or from encumbrances on the line of work, shall be sustained by the Contractor, except as may be otherwise specifically provided by the Contract Documents. Permits and Codes - The selected proposer will comply with all laws, codes, rules and regulations of the State, County and City applicable to the work to be performed at the City's location(s). The proposer, who shall pay all lawful charges, shall obtain all permits lawfully required. Wage Rate — This contract requires compliance with the City's Living Wage Rate, (See Attachment D — living wage). SECTION 2. GENERAL PROVISIONS Exhibit A— Page 4 of 42