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Contract No. M04012 <br />C. If an amount is found to be inappropriately expended, SCAQMD may withhold funding, or seek <br />reimbursement, from CONTRACTOR in the amount equal to the amount that was Inappropriately <br />expended. Such withholding shall not be construed as SCAQMD's sole remedy and shall not relieve <br />CONTRACTOR of its obligation to perform under the terms of this Contract. <br />5. TERM - The term of this Contract is for eighty (80) months from the date of execution by both parties, unless <br />terminated earlier as provided for in the TERMINATION clause of this Contract, the EARLY TERMINATION <br />clause, or the term is extended by amendment of this Contract in writing, No work shall commence prior to <br />the Contract start date, except at CONTRACTOR's cost and risk, and no charges are authorized until this <br />Contract is fully executed, subject to the provisions stated in the PRE - CONTRACT COSTS clause of this <br />Contract. <br />6. SUCCESSORS -IN- INTEREST - This Contract, and the obligations arising under the Contract, shall be <br />binding on and inure to the benefit of CONTRACTOR and their executors, administrators, successors, and <br />assigns. <br />7. REPORTING - CONTRACTOR shall submit reports to SCAQMD as outlined in Attachment 1 - Statement of <br />Work. SCAQMD reserves the right to review, comment, and request changes to any report produced as a <br />result of this Contract. <br />8, TERMINATION <br />A, in the event any party fails to comply with any term or condition of this Contract, or fails to provide <br />services in the manner agreed upon by the parties, including, but not limited to, the requirements of <br />Attachment 1 — Statement of Work, this failure shall constitute a breach of this Contract. The non - <br />breaching party shalt notify the breaching party that it must cure this breach or provide written notification <br />of its intention to terminate this contract. Notification shall be provided in the manner set forth In the <br />NOTICES clause of this Contract. The nun- breaching party reserves all rights under law and equity to <br />enforce this Contract and recover damages. <br />B. SCAQMD reserves the right to terminate this Contract, in whole or in part, without cause, upon thirty (30) <br />days' written notice. Once such notice has been given, CONTRACTOR shall, except as and to the <br />extent or directed otherwise by SCAQMD, discontinue any Work being performed under this Contract <br />and cancel any of CONTRACTOR's orders for materials, facilities, and supplies in connection with such <br />Work, and shall use its best efforts to procure termination of existing subcontracts upon terms <br />satisfactory to SCAQMD. Thereafter, CONTRACTOR shall perform only such services as may be <br />necessary to preserve and protect any Work already in progress and to dispose of any property as <br />requested by SCAQMD, <br />C. CONTRACTOR shall be paid In accordance with this Contract for all Work performed before the <br />affective date of termination under section B of the TERMINATION clause of this Contract. Before <br />expiralion of the thirty (30) days' written notice, CONTRACTOR shall promptly deliver to SCAQMD all <br />copies of documents and other information and data prepared or developed by CONTRACTOR under <br />this Contract with the exception of a record copy of such materials, which may be retained by <br />CONTRACTOR. <br />9, EARLY TERMINATION This Contract may be terminated early due to the following circumstances: The <br />infrastructure Identified in Attachment 1, Statement of Work, becomes inoperable, and is either not <br />technically able to be repaired, or is too costly to repair, and such failure is not caused by CONTRACTOR's <br />negligence, misuse, or malfeasance. <br />20D -4 <br />