R2018-96 Authorizing an Amendment to the Services Agreement with Johnson Controls CP 2018-07

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integrity of CITY's records, the CITY may cause such Work as is necessary to be performed without prior notice to the COMPANY or its surety. A.2.3 Right to Reject or Stop the Work. The CITY may reject any of the Work which does not conform to the Project Documents. If the COMPANY fails to correct defective Work or fails to supply labor, materials or equipment in accordance with the Project Documents or to execute the Work in a workmanlike manner, the CITY may order the COMPANY to stop the Work, or any portion thereof, until the cause for such order has been eliminated. A.2.4 Right to Terminate the Company's Performance of the Work. If the COMPANY fails or refuses to prosecute the Work with such diligence as to allow completion of the Work substantially in accordance with the Project Installation Schedule, or commits a material breach of any other provision of this Agreement or the Project Documents, and provided that such breach continues for thirty (30) days after written notice to the COMPANY demanding that such breach be cured or if cure cannot be effected in such thirty (30) days, COMPANY's failure to propose and commence a cure acceptable to the CITY within such thirty (30) days, the CITY may terminate the COMPANY's right to proceed with the Work as specified herein. In no event shall the CITY have any obligation -to compensate the COMPANY for delays arising pursuant to the COMPANY's failure or refusal to complete the Work and damages arising in connection therewith. In such case, the CITY will give the COMPANY and its surety written notice of intention to terminate the COMPANY's right to complete the Work and the reason therefor and, unless within seven (7) business days the delay or violation shall cease or a cure acceptable to the CITY for correcting the situation is proposed, the CITY may issue a termination notice to such effect for the COMPANY and its surety. Thereupon, the surety will be given the opportunity to complete the Work in accordance with the Project Documents. Such completion may include, but not be limited to, the use of a completing COMPANY, satisfactory to the CITY, pursuant to a written takeover agreement, the payment of a sum of money required to allow the CITY to complete the Work, or other arrangements agreed to by the CITY and the surety. If within seven (7) business days following the issuance of the termination notice, the surety fails to notify the CITY that it intends to exercise its right to undertake the Work, the CITY may take over the Work, exclude the COMPANY from the Premises and take possession of all of the COMPANY's tools, appliances, equipment and machinery at the Premises and use the same to the full extent they could have been used by the COMPANY (without liability for trespass or conversion), incorporate into the Work all materials and equipment stored at the Premises and finish the Work as the CITY may deem expedient. In the event the CITY terminates the COMPANY's right to complete the Work under this paragraph A.2(d), the COMPANY shall not be entitled to receive further payments until a Certificate of Acceptance has been delivered pursuant to paragraph 5.3 hereof specifying the amount, if any, payable to the COMPANY pursuant. If the CITY's expenses in completing the Work exceed the COMPANY's Compensation for the Work, the COMPANY shall pay the difference to the CITY upon demand therefor. Provided further, that a Certificate of Acceptance directing payment to the COMPANY for any portion of the Work be issued only if the notification required pursuant to Article 7 has been delivered by the COMPANY. If the COMPANY is not able to deliver such notification, the CITY shall not execute and deliver a Certificate of Acceptance and may terminate this Agreement in accordance with the provisions of Article 11 and may pursue any and all remedies provided therein. 23