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HomeMy WebLinkAboutRES.886.12-20-1993 � BILL NO. 93-291 RESOLUTION NO. ��,�':�' A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH CRAWFORD, MURPHY & TILLY, INC. FOR ENGINEERING AND ARCHITECTURAL SERVICES AT THE CAPE GIRARDEAU MUNICIPAL AIRPORT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute a Contract with Crawford, Murphy & Tilly, Inc. for engineering and architectural services at the Cape Girardeau Municipal Airport. A copy of said Contract is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS t�(.,�i�i_ DAY OF ���2?L�y�'C1 , 19 ��=' �� � -� f,� �/ c �,Jy?,,/ �� ?ff.�,��; � � rancis E. Rhodes, Mayor ATTEST: "� � - �,. n., � �tu 1 .� . , � �� u�.. Gay� L. Conrad Deputy City Clerk PROFESSIONAL SERVICES CONTRACT THIS AGREEMENT, made and entered into this.;%day of�c`��;,+,��, 19�i� , by and between the CITY OF CAPE GIRARDEAU, MISSOURI, whose address is 401 Independence Street, Cape Girardeau, Missouri, 63702, a municipal corporation, acting by and through its City Council, hereinafter refened to as "SPONSOR" and CRAWFORD, MIJRPHY & TILLY, INC., Consulting Engineers, whose address is 133 South l lth Street, Suite 500, St. Louis, Missouri, 63102, hereinafter referred to as the "CONSULTANT". The Sponsor agrees to retain the Consultant to perform the engineering and architectural services as described herein for the development of the Cape Girardeau Municipal Airport, effective at such time that the Sponsor designates a project set forth below in Section I and enters into a project agreement defining the project, consideration, and Scope of Services as an amendment hereto. It is understood that the form of this contract is for the convenience of the parties and that the rights and duties of the Sponsor and the Consultant for a particular project shall be the same as though a separate and distinct professional services contract had been executed between the Sponsor and the Consultant for each project. I. The scope of work contemplated under this agreement is for professional service for the development of the Cape Girardeau Municipal Airport. Said development may include, but is not limited to the following projects: l. Reconstruction of general aviation apron. 2. Expansion of general aviation apron (1200' x 130'), associated lighting, drainage, signage, tie-downs, and pavement markings. 3. Construction of connecting taxiway from the general aviation apron to Taxiway C. 4. Re-cablin� nznwa� 10-?8 and installation of lighted windcones, ir.cluding vault and �,,v vY ti. .Jl.tij:,�� iil.l...., r�,..1v.IlJ. 5. Update of Airport Layout Plan. 6. Preparation of overall drainage plan. 7. Preparation of pavement management plan. 8. Assistance in land acquisition. 9. Extension of Taxiway D, (1800' x 40'), associated lighting, signing, drainage, and pavement markings. 1 10. Construction of T-hangar T�iway pavements. 11. Purchase and construction of ARFF and snow removal equipment and facilities. 12. Update of e�sting electrical vault and re-cabling of runway and taxiway circuits. 13. FAA mandated improvements. II. The Consultant's services to be rendered for the above described scope of work will be according to the following schedule: PART A - PROJECT DEVELOPMENT AND PREAPPLICATION SERVICE 1. Assist the Sponsor as required in preparing and/or updating the Preapplication, including the Program Sketch, Program Nanative, and Opinion of Probable Construction Cost, and assist the Sponsor with Project Evaluation, Environmental Assessment Reports and the required Statements and Notifications. Assist the Sponsor, as required, in their coordination with the FAA, coordination of the State, Regional and Local reviews, and the conduct of Public Information Meetings or Public Hearings, if required. 2. Consult/Coordinate with Airport Users, FAA, MHTD, Airport Staff, City, County, and other interested Parties. 3. Review, and revise as necessary, the airport drawings which provide the basis far the project design. 4. Provide acceptable Airport Layout Plan and associated drawings, as required. 5. Prepare or assist in the preparation of the Application for Federal Funds and the , r. �a � ��� r�;�t:�,n , . �,at? i�..>_•_�_- _- >• 6. Perform miscellaneous consulting engineering services as requested by the Sponsor and assist the Sponsor in obtaining other required services such as archaeological services, initial aerial mapping of the entire airport site, or other related services or studies. PART B - BASIC DESIGN SERVICES 1. Perform topographic surveys of proposed construction areas as required for design. 2. Perform soils and subsurface testing and investigation of proposed construction areas as required for design. 2 3. Prepare preliminary plans, specifications, contract documents, and Opinion of Probable Construction Cost for the design, to be approved by the Sponsor, FAA, and the State of Missouri. 4. Prepare and submit final plans, specifications, and contract documents for approval by the Sponsor, FAA and the State of Missouri prior to advertising for bids. 5. Prepare a Design Report, including estimates of final quantities and construction costs. The report will be submitted with the final plans and specifications to the Sponsor, FAA, and the State of Missouri. 6. Coordinate the establishment of bid proposals into schedules to allow flexibility of award to match the funds available. 7. Provide complete sets of approved plans, specifications, and contract documents for the bidding of the project. 8. Assist with the bid opening and processing of bid documents, and make recommendations to the Sponsor for award of contract schedules. PART C - CONSTRUCTION PHASE SERVICES l. The Consultant shall provide general construction observation including the furnishing of a Resident Project Representative and sufficient qualified inspection and survey personnel for the purpose of observing the progress and quality of work performed by Contractor(s). The Consultant will endeavor to provide protection for the owner against defects and deficiencies in the work of Contractor(s), but the furnishing of such resident project representation will not make the Consultant responsible for construction means, methods, techniques, sequences of procedures or for safety precautions or programs, or for Contractor(s) failure to perform their work in accordance with the Contract Documents. 2. The Consultant shall perform verification of testing as necessary to meet the requirements of the Federal Aviation Administration, in the field and the laboratory, as required, in proper time and in sufficient number to assist in assuring construction is in accordance with the plans and specifications. Copies of all test reports will be made available to the Sponsor, MHTD, and the FAA as required. 3. The Consultant shall observe tests taken by the Contractor as necessary to meet the requirements of the Federal Aviation Administration, in the field and the laboratory, as required, in proper time and in sufficient number to assist in assuring construction is in accordance with the plans and specifications. Copies of all test reports will be furnished to the Sponsor, FAA, and the State of Missouri. 3 4. The Consultant shall act as the Sponsor's agent during construction to protect the Sponsor's interest. The consultant will furnish the Sponsor a weekly construction progress and inspection report. 5. The Consultant shall prepare all addition and deletion change orders and supplemental agreements as required. After acceptance of the Construction Contract Changes by the Contractor, copies will be submitted to the Sponsor and NIHTD or the FAA for approval and signature before proceeding with the work. 6. The Consultant shall review periodic estimates submitted by the Contractor during the construction of the project and shall review the final estimate when the work is completed. Periodic estimates shall be submitted regularly to the Sponsor for concurrence and submittal to MHTD or the FAA for federal participation payments. The Consultant will assist in preparation of Federal payment requests. 7. The Consultant shall review shop drawings and construction submittals, and prepare and maintain necessary records of construction progress. 8. When the project has been completed and is ready for final acceptance, the Consultant shall arrange for inspection of the finished work by the FAA, MHTD, the Sponsor, the Contractor, and the Consultant, following which the final payment estimate for the work will be considered by the Sponsor. 9. Upon acceptance of the project, the Consultant shall prepare the record drawings, including any field surveying required to compute final quantities, and the construction engineering report, and shall provide the Sponsor with one (1) set of reproducible record drawings. PART D - CHANGE OF SCOPE It is m�ituallv a�reed thaz anv chanQe in the scone of the project as outlined 'tn Article I, li� liit. Ji:.v�iGJ ULa��iiiC::. Li;. �ii u�.iC: li lli i:.0 tJ [y� i� Clllli l.� an�l/Ul U::,ci.y J ��nciuding completion of the work in more than one project) by the Sponsor, resulting in extra expense to the Consultant, shall be considered beyond the normal scope of this contract. In addition to the foregoing services, the Sponsor may require additional services such as Property Surveys, Descriptions of Land, Easements, Redesign or Major Changes of the concept after final plans or concepts have been approved by the FAA. Payment to the Consultant for such work, because of the change of scope of the project, shall be negotiated at the time of the anticipated change and it shall be mutually agreed to by amending this contract. III. The Consultant further agrees to the NON CONSTRUCTION CONTRACT, REQLTIRED FEDERAL CONTRACT CLAUSES as stated in ATTACHEMENT 2 of this contract. 4 IV. The Consultant and the Sponsor mutually agree that: l. The Sponsor and the Consultant each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this contract and the partners, successors, assigns and legal representatives of such other party in respect of all covenants of this contract. Neither the Sponsor nor the Consultant shall assian, sublet, or transfer its interest in this contract without the written consent of the other. 2. This contract may be terminated by either party upon thirty (30) days written notice should either party fail substantially to perform in accordance with its terms through no fault of the other. It is also understood that any such violation or Breach of Contract is subject to legal remedies in addition to any contractual or administrative measures. 3. The original plans and specifications shall remain the property of the Consultant; however, the Sponsor will be provided one (1) set of specifications and reproducible plans whether or not the project is executed. Any reuse of the plans without written verification or adaptation by Consultant for the specific purposes intended will be at Sponsor's sole risk and without liability or legal exposure to Consultant; and Sponsor shall indemnify and hold harmless Consultant from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. 4. This Agreement is subject to the approval of the Federal Aviation Administration and the State of Missouri. 5. Reasons for which this agreement may be terminated by default include, but are not limited to, inferior or uncompleted work by the Consultant, or lack of diligence by either party. 6. R.easnns for which this aareement mav he terminated by either partv because of i:iit;Lilii�li:LllC;CS UC�vliti uit i;vtli:�ii 'vi :.i�tic. �i�uiy 1T1C1UQ�� nUt 1Ie Tlul llti�.��u iU� IIOII- availability of funds, or governmental policy decisions to abandon or postpone the work indefinitely. V. The Sponsor agrees that: 1. The Sponsor shall make available to the Consultant all technical data that is in the Sponsor's possession including maps, surveys, property descriptions, borings or other information required by the Consultant and relating to his work. 2. The Sponsor agrees to cooperate with the Consultant in the approval of all plans and specifications, or should they disapprove of any part of said plans and specifications, shall make a timely decision in order that no undue expense will be caused the 5 Consultant because of lack of decisions. If the Consultant is caused to incur eYpenses such as additional design drafting, due to changes ordered by the Sponsor after the completion and approval of the plans and specifications, the Consultant shall be equitably paid for such extra expenses and services. 3. The Sponsor shall pay publishing costs for advertisements of notices, public hearings, requests for bids, and other similar items and shall pay for all permits and licenses that may be required by local, state or federal authorities; and shall secure the necessary land, easements, rights-of-way required for the project. VI. Payment. 1. The consideration and terms of payment for services described in Article II, Parts A, B and C will be as set forth in each project agreement to this contract that designates a project, and sets forth the Scope of Services to be performed thereunder and amends this agreement. VII. The Consultant agrees to perform said services and work to carry out the provisions of this contract in a good and workmanlike manner. VIII. Hold Harmless. The Consultant agrees to protect and save the Sponsor, its elected and appointed officials and employees, harmless from and against all claims, demands and causes of action including the cost of defense thereof, due to negligent acts, errors, or omissions of the Consultant on this project. IX. Insurance. The Consultant shall obtain and maintain continuously, public liability insurance, to protect the ���blic with limits of liabilit� not less than $1,000.0(?0.00 combined single limit bodily irij�u�v anu �ropC.�y u�r:a�c, anu au�u aiiu nun-owrizr uu�� coverage. The Consultant shall provide the Sponsor a certificate of insurance naming the sponsor as a co-insured. X. An opinion of construction cost prepared by the Consultant represents judgement as a design professional and is supplied for the Sponsor's guidance. Since the Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, the Consultant does not guarantee the accuracy of its opinion as compared to contractor bids or actual cost to the Sponsor. 6 XI. Term of Contract. This agreement, unless otherwise terminated as set out above, shall be for a term of three years from the date of final execution by Consultant and Sponsor. Any extension as may be necessary to complete a project may be agreed to by both parties and is subject to approval of MHTD or FAA as may be necessary. IN WITNESS WHEREOF, the parties hereto have affixed their signatures this ,-�l<;-r day of��J� n;;x�2t t_= 19��. SPONSOR: CITY OF CAPE GIRARDEAU, MISSOURI � �,z�� �E ATTEST: r`� �=��t�-,��;- CONSULTANT: CRAWFORD, MURPHY & TILLY, INC. i1/° /�- Clifto R. Baxter, P. . President ATTEST: ��� �� __ -� r� 7 ATTACHMENT 1 CERTIFICATION OF CONSULTANT I, hereby certify that I am a duly authorized representative of the firm of CR.AWFORD, MIJRPHY & TILLY, INC., whose address is 133 South llth Street, St. Louis, Missouri, 63102, and that neither I nor the above firm I hereby represent has: A. Employed or retained for a commission, percentage, brokerage, contingent fee, or other considerations, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this contract. B. Agree, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the contract. C. Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee warking solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. I acknowledge that this certificate is to be furnished to the Federal Aviation Administration of the U.S. Department of Transportation, in connection with this contract involving participation of Federal-Aid airport funds, and is subject to applicable State and Federal laws, both criminal and civil. / t �� A: i.�a[c: /�l 9/9�� t5 y: � �T— Page 1 of 1 PaQe 1 of 6 ATTACHMENT 2 (Replaces Appendix 1 to AC 150/5100-14C) NON CONSTRUCTION CONTRACT REQUIRED FEDERAL CONTRACT CLAUSES INDEX 1. CIVIL RIGHTS ACT OF 1964, TITLE VI - 49 CFR PART 21 CONTRACTUAL REQUIREMENTS (VERSION 1, 1/5/90) 2. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 GENERAL CIVIL RIGHTS PROVISIONS (VERSION 1, 1/5/90) 3. INSPECTION OF RECORDS - 49 CFR PART 18 (VERSION 1, 1/5/90) 4. RIGHTS TO INVENTIONS - 49 CFR PART 18 (VERSION 1, 1/5/90) 5. BREACH OF CONTRACT TERMS SANCTIONS - 49 CFR PART 18 (VERSION 1, 1/5/90) 6. DBE REQUIRED STATEMENTS - 49 CFR PART 23 (VERSION 1, 1/5/90) 7. TRADE RESTRICTION CLAUSE - 49 CFR PART 30 (VERSION 1, 1/5/90) 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLLTNTARY EXCLUSION - 49 CFR PART 29 (VERSION 1, 1/5/90) 9. TERMINATION OF CONTRACT - 49 CFR PART 18 (VERSION 1, 1/5/90) PaQe 2 of 6 1. CIVIL RIGHTS ACT OF 1964, TITLE VI - 49 CFR PART 21 CONTR.ACTUAL REQUIREMENTS (VERSION 1, 1/5/90) During the performance of this contract, the contractor, for itself, its assignees and successars in interest (hereinafter referred to as the "contractor") agrees as follows: 1.1 Compliance with Regulations. The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 1.2 Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 1.3 Solicitations for subcontracts, including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 1.4 Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined ,r , , , . _ __. .. � _ _ . � . .._. _ .. ._._ _ _ �. _._.. _ __ -- i:.'u,� �� �� r.,-_--._:_ vw..�:�w�i� compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the eYclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 1.5 Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the contractor under the contract until the contractor complies, and/or Page 3 of 6 b. Cancellation, termination, or suspension of the contract, in whole or in part. 1.6 Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interest of the United States. 2. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 GENERAL CIVIL RIGHTS PROVISIONS (VERSION 1, 1/5/90) The contractor/tenant/concessionaire/lessee assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. (VERSION 1, 1/5/90) The contractor shall maintain an acceptable cost accounting system. The Sponsor, the FAA, and the Comptroller General of the United States shall have access to any books, documents, paper, and records of the contractor which are directly pertinent to the specific contract for the purposes of making an audit, examination, excerpts, and transcriptions. The contractor sha11 maintain all required records for three years after the Sponsor makes final payment and all other pending matters are closed. Page 4 of 6 4. RIGHTS TO INVENTIONS - 49 CFR PART 18 (VERSION l, 1/5/90) All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. Information regarding these rights is available from the FAA and the Sponsor. 5. BREACH OF CONTRACT TERMS SANCTIONS - 49 CFR PART 18 (VERSION 1, 1/5/90) Any violation or breach of the terms of this contract on the part of the contractor or subcontractor may result in the suspension or termination of this contract or such other action which may be necessary to enforce the rights of the parties of this agreement. 6. DBE REQUIRED STATEMENTS - 49 CFR PART 23 (VERSION 1, 1/5/90) Policy. It is the policy of the Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently, the DBE requirements of 49 CFR Part 23 apply to this agreement. DBE Obligation. The recipient or its contractor agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds provided under this agreement. In this regard all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the ma�cimum opportunity to compete for and perform contracts. Recipients and their ,..,..�.u,�.,.� �_.�.__ ..,.. ,.__,...,,._:_�.�., �.. �..., �.__._� �.. .____, . .:or, national origin, or sex in the award and performance of DOT-assisted contracts. 7. TRADE RESTRICTION CLAUSE - 49 CFR PART 30 (VERSION 1, 1/5/90) The contractor or subcontractor, by submission or an offer and/or execution of a contract, certifies that it: a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); PaQe 5 of 6 b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is o�med or controlled directly or indirectly by one or more citizens or nationals of a forei� country on said list; c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through . ..; . . ---. �_ :�.. .;��� t0 t:l:. Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. Page 6 of 6 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION - 49 CFR PART 29 (VERSION 1, 1/5/90) The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation/proposal. 9. TERMINATION OF CONTRACT - 49 CFR PART 18 (VERSION 1, 1/5/90) 9.1 The sponsor may, by written notice, terminate this contract in whole ar in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. 9.2 If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. 9.3 If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. 9.4 If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. 9.5 The rights and remedies of the Sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract.