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<br />Attachment D <br />Standard Provisions and Assurances <br /> <br />Ark- rex Council of Governments <br />City of Paris (Cont.) <br /> <br />standards, as identified in this Contract or as subsequently amended, are achieved by <br />Contractor. <br /> <br />SECTION 4.0 TRANSFER OF INTEREST <br /> <br />4.1. Contractor shall not assign any interest in this Contract and shall not transfer any <br />interest in the same, whether by assignment or novation, without the prior written consent of <br />A TCOG thereto. <br /> <br />SECTION 5.0 SUBCONTRACTS <br /> <br />5.1. The services to be rendered by Contractor shall not be subcontracted without prior <br />written approval of A TCOG's authorized and signatory representative. <br /> <br />5.2. A TCOG is in no way liable to Contractor's subcontractor. Subcontractors shall be <br />responsible for any and all performances rendered to ensure compliance with all terms, <br />conditions, and provisions of this Contract as is rendered by the Contractor. <br /> <br />SECTION 6.0 PROVISION FOR TERMINATION AND DAMAGES DUE A TCOG <br /> <br />I <br />jl <br /> <br />6.1. Either of the parties to this Contract shall have the right in such party's sole discretion <br />and at such party's sole option to terminate and brina to an end performances to be rendered <br />under this Contract in whole or in part, at any time prior to the completion date of this <br />Contract, by notifying the other party in writing of such termination at least thirty (30) days <br />prior to the effective date of termination. Upon termination or receipt of notice to terminate, <br />A TCOG shall cancel, withdraw or terminate any outstanding orders or contracts which relate <br />to the performance of this Contract or the part of this Contract to be terminated, and shall <br />cease to incur costs hereunder. A TCOG shall not be liable to Contractor or its creditors for <br />expenses incurred after this termination date. <br /> <br />6.2. A TCOG reserves the right to terminate t~is contract for any of the following reasons: <br /> <br />6.2.1. Failure of Contractor to comply with any terms of this Contract; or <br /> <br />6.2.2. Failure of the Contractor to comply with applicable local, state, and/or federal <br />laws, amendments, rules or regulations; or <br /> <br />6.2.3. Failure of ATCOG to receive adequate funds for this purpose from appropriate <br />state grantor/funding agency identified in Attachment C, Payment and Fiscal <br />Manaaement. <br /> <br />6.3. Notwithstanding any exercise by A TCOG of its right of early termination pursuant to <br />this Section, Contractor shall not be relieved of any Contractor liability for damaaes due to <br />A TCOG. by virtue of any breach of this Contract by Contractor. A TCOG may withhold any <br />payment to Contractor until such time as the exact amount of damages due to A TCOG from <br />Contractor is agreed upon or is otherwise determined. <br /> <br />Page 24 of 45 <br />