19.0 LAW, FORM, AND FORUM

terms and provisions of this contract shall be construed in accordance with the laws of the Commonwealth of Kentucky. Any legal action entered against the University on the Contract by the Contractor shall be brought in the Franklin County Circuit Court, Commonwealth of Kentucky, and shall be tried by the court sitting without a jury. All defenses in law or equity, except the defense of government immunity, shall be preserved to the University.

20.0 TERMINATION OF CONTRACT

20.1 The University may terminate the contract upon the occurrence of any one or more of the following events:

20.2 Once the Owner determines that sufficient cause exists to justify the action, the University may terminate the Contract without prejudice to any other right or remedy the University may have, after giving the Contractor and its Surety three days' notice by issuing a written Declaration of Default. The Owner shall have the sole discretion to permit the Contractor to remedy the cause for the contemplated termination without waiving the University's right to terminate the contract.

20.3 Termination for Convenience. If it is determined to be in the University's best interest to do so, the Contract may be terminated, upon thirty (30) days' notice, at the convenience of the University.

• A.If the Contractor refuses or fails to prosecute the Work (or any separable part) with such diligence as will insure its completion within the agreed upon time; or if the Contractor fails to complete the Work within such time;
• B.If the Contractor is adjudged bankrupt or insolvent, or makes a general assignment for the benefit of creditors, or if the Contractor or a third party files a petition to take advantage of any debtor's act or to reorganize under the bankruptcy or similar laws concerning the Contractor, or if a trustee or receiver is appointed for the Contractor or for any of the Contractor's property on account of the Contractor's insolvency, and the Contractor or its successor in interest does not provide adequate assurance of future performance in accordance with the Contract within 10 days of receipt of a request for assurance from the Owner;
• C.If the Contractor repeatedly fails to supply sufficient, qualified staff;
• D.If the Contractor repeatedly fails to make prompt payments to Subcontractors;
• E.If the Contractor disregards laws, ordinances, rules, codes, regulations, orders, or similar requirements of any public entity having jurisdiction;
• F.If the Contractor disregards the authority of the Consultant or the Owner;
• G.If the Contractor performs Work or Services which deviates from the Contract Documents, and neglects or refuses to correct rejected Work or Services; or
• H.If the Contractor otherwise violates in any material way any provisions or requirements of the RFP or Contract Documents.
• A.In the event the Contract is terminated, the University may contract with another to take over and complete the Work on the Contract. If the unpaid balance of the Contract Price exceeds the direct and indirect costs and expenses of completing the Work including compensation for additional professional and Consultant services, such excess shall be used to pay the Contractor for the cost of the Work it performed and a reasonable allowance for overhead and profit. If such costs exceed the unpaid balance, the Contractor or the Contractor's Surety shall pay the difference to the Owner. In exercising the Owner's right to prosecute the completion of the Work, the Owner shall have the right to exercise its sole discretion as to the manner, methods, and reasonableness of the costs of completing the Work and the Owner shall not be required to obtain the lowest figure for Work performed in completing the Contract. In the event that the Owner takes offers for remedial Work or completion of the project, the Contractor shall not be eligible for the award of such Contract.
• B.The Contractor shall be liable for any damage to the Owner resulting from the termination or the Contractor's refusal or failure to complete the Work, and for all costs necessary for repair and completion of the project above the amount of the Contract. The Contractor shall be liable for all attorney's fees, costs and expenses incurred by the Owner to enforce the provisions of the Contract.
• C.In the event the Contract is terminated under this Section, and it is determined for any reason that the Contractor was not in default under the provisions of this Section, the termination shall be deemed a Termination for Convenience of the Owner.