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initiating the termination action must allow the breaching party an opportunity to dispute or cure the <br />breach. <br />The terminating party must provide the breaching party [7] days advance written notice of its intent to <br />terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions <br />necessary to cure the breach, and the effective date of the termination action. The rights and remedies in <br />this clause are in addition to any other rights and remedies provided by law or under this agreement. <br />a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the <br />failure of the Consultant to: <br />1. Perform the services within the time specified in this contract or by Owner approved extension; <br />2. Make adequate progress so as to endanger satisfactory performance of the Project; or <br />3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. <br />Upon receipt of the notice of termination, the Consultant must immediately discontinue all services <br />affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must <br />deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, <br />estimates, summaries, and other documents and materials prepared by the Engineer under this <br />contract, whether complete or partially complete. <br />Owner agrees to make just and equitable compensation to the Consultant for satisfactory work <br />completed up through the date the Consultant receives the termination notice. Compensation will not <br />include anticipated profit on non -performed services. <br />Owner further agrees to hold Consultant harmless for errors or omissions in documents that are <br />incomplete as a result of the termination action under this clause. <br />If, after finalization of the termination action, the Owner determines the Consultant was not in default <br />of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the <br />termination for the convenience of the Owner. <br />b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if <br />the Owner: <br />1. Defaults on its obligations under this Agreement; <br />2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; <br />3. Suspends the Project for more than [180] days due to reasons beyond the control of the <br />Consultant. <br />Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with <br />Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If <br />Owner and Consultant cannot reach mutual agreement on the termination settlement, the Consultant <br />may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts <br />of this Agreement based upon the Owner's breach of the contract. <br />In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to <br />receive full payment for all services performed or furnished in accordance with this Agreement and <br />all justified reimbursable expenses incurred by the Consultant through the effective date of <br />Guidelines for Contract Provisions for Obligated Sponsors and Airport Improvement Program Projects <br />Issued on December 12, 2017 Page 67 <br />