Common use of Contractor’s Responsibilities After Receipt of Notice of Termination Clause in Contracts

Contractor’s Responsibilities After Receipt of Notice of Termination. 27.2.1 After receipt of a Notice of Termination, and except as directed by Owner, Contractor shall immediately proceed as follows, regardless of any delay in determining or adjusting any amounts due under this Article 27: (a) Stop Work as specified in the notice; (b) Notify all affected Subcontractors that this Contract is being terminated and that their Subcontracts (including orders for Equipment and Materials, services or facilities) are not to be further performed unless otherwise authorized in writing by Owner; (c) Enter into no further Subcontracts except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages; (d) Cease placing further Subcontracts except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages; (e) Take such other actions as are necessary or appropriate to mitigate further cost of Owner; and (f) Carry out such other directions as may be given by Owner for termination of the Work. 27.2.2 Within three (3) days after receipt of a Notice of Termination, Contractor shall meet and confer with Owner for the purpose of developing an interim close-out plan for the orderly termination of Work, demobilization and transfer of Site control to Owner. The parties shall use diligent efforts to complete preparation of the interim close-out plan within fifteen (15) days after the date Contractor receives the Notice of Termination. The parties shall use diligent efforts to complete a final close-out plan within thirty (30) days after such date. The close-out plan shall be in form and substance acceptable to Owner and shall include at least the following procedures, all of which procedures Contractor shall immediately follow, regardless of any delay in preparation or acceptance of the close-out plan or in determining or adjusting any amounts due under this Article 27: (a) Unless instructed otherwise by Owner, terminate all Subcontracts to the extent they relate to the Work terminated and except to the extent that continuation of the Subcontract is necessary in order to mitigate damages; (b) Assign to Owner or its designee in the manner, at the times, and to the extent directed by Owner, all of the right, title, and interest of Contractor under the Subcontracts so terminated, in which case Owner will have the right, in its sole discretion, to accept performance, settle or pay any or all Claims under or arising out of the termination of such Subcontracts; provided, however, that Contractor shall not be required to assign any Claims that Contractor has against its Subcontractors that existed prior to assignment of such Subcontracts to Owner; (c) Settle outstanding liabilities and Claims arising out of such termination of Subcontracts, with the approval or ratification of Owner, to the extent it may require; (d) Transfer and deliver to Owner or its designee, as directed by Owner: (i) possession and control of the Project; and (ii) all right, title and interest of Contractor in and to: (A) the Work in process, completed Work, supplies and Equipment and Materials produced or acquired for the Work terminated; (B) the Final Plans and Specifications and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, reports, books, samples, information and other Work Product that would have been required to be furnished to Owner if the Work had been completed; and (C) all intellectual property; (e) Complete performance in accordance with the Contract Documents of all Work not terminated; (f) Take all action that may be necessary, or that Owner may direct, for the protection and preservation of: (i) the Project; (ii) the Work; and (iii) the Equipment and Materials, machinery, materials and property related to the Project that is in the possession of Contractor and in which Owner has or may acquire an interest; (g) As authorized by Owner, use its best efforts to sell at fair market value any property of the types referred to in Section 27.3; provided, however, that Contractor: (i) shall not take any such action with respect to any items for which title has previously transferred to Owner; (ii) is not required to extend credit to any purchaser; and (iii) may acquire the property itself, under the conditions prescribed and at prices approved by Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Owner under the Contract Documents or paid in any other manner directed by Owner; (h) If requested by Owner, withdraw from the portions of the Site designated by Owner and remove such Equipment and Materials, tools and instruments used by, and any debris or waste materials generated by, Contractor and any Subcontractor in the performance of the Work as Owner may direct; and (i) Take other actions directed by the accepted close-out plan or by Owner.

Contractor’s Responsibilities After Receipt of Notice of Termination. 27.2.1 After receipt of a Notice of Termination, and except as directed by Owner, Contractor shall immediately proceed as follows, regardless of any delay in determining or adjusting any amounts due under this Article 27: (a) Stop Work as specified in the notice; (b) Notify all affected Subcontractors that this Contract is being terminated and that their Subcontracts (including orders for Equipment and Materialsmaterials, services or facilities) are not to be further performed unless otherwise authorized in writing by Owner; (c) Enter into no further Subcontracts except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages; (d) Cease placing further Subcontracts except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages; (e) Take such other actions as are necessary or appropriate to mitigate further cost of Owner; and (f) Carry out such other directions as may be given by Owner for termination of the Work. 27.2.2 Within three (3) days after receipt of a Notice of Termination, Contractor shall meet and confer with Owner for the purpose of developing an interim close-out plan for the orderly termination of Work, demobilization and transfer of Site control to Owner. The parties shall use diligent efforts to complete preparation of the interim close-out plan within fifteen (15) days after the date Contractor receives the Notice of Termination. The parties shall use diligent efforts to complete a final close-out plan within thirty (30) days after such date. The close-out plan shall be in form and substance acceptable to Owner and shall include at least the following procedures, all of which procedures Contractor shall immediately follow, regardless of any delay in preparation or acceptance of the close-out plan or in determining or adjusting any amounts due under this Article 27: (a) Unless instructed otherwise by Owner, terminate all Subcontracts to the extent they relate to the Work terminated and except to the extent that continuation of the Subcontract is necessary in order to mitigate damages; (b) Assign to Owner or its designee in the manner, at the times, and to the extent directed by Owner, all of the right, title, and interest of Contractor under the Subcontracts so terminated, in which case Owner will have the right, in its sole discretion, to accept performance, settle or pay any or all Claims under or arising out of the termination of such Subcontracts; provided, however, that Contractor shall not be required to assign any Claims that Contractor has against its Subcontractors that existed prior to assignment of such Subcontracts to Owner; (c) Settle outstanding liabilities and Claims arising out of such termination of Subcontracts, with the approval or ratification of Owner, to the extent it may require; (d) Transfer and deliver to Owner or its designee, as directed by Owner: (i) possession and control of the Project; and (ii) all right, title and interest of Contractor in and to: (A) the Work in process, completed Work, supplies and Equipment equipment and Materials materials produced or acquired for the Work terminatedWork; (B) the Final Plans and Specifications and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, reports, books, samples, information and other Work Product that would have been required to be furnished to Owner if the Work had been completed; and (C) all intellectual property; (e) Complete performance in accordance with the Contract Documents of all Work not terminated; (f) Take all action that may be necessary, or that Owner may direct, for the protection and preservation of: (i) the Project; (ii) the Work; and (iii) the Equipment equipment and Materialsmaterials, machinery, materials and property related to the Project that is in the possession of Contractor and in which Owner has or may acquire an interest; (g) As authorized by Owner, use its best efforts to sell at fair market value any property of the types referred to in Section 27.3; provided, however, that Contractor: (i) shall not take any such action with respect to any items for which title has previously transferred to Owner; (ii) is not required to extend credit to any purchaser; and (iii) may acquire the property itself, under the conditions prescribed and at prices approved by Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Owner under the Contract Documents or paid in any other manner directed by Owner; (h) If requested by Owner, withdraw from the portions of the Site designated by Owner and remove such Equipment equipment and Materialsmaterials, tools and instruments used by, and any debris or waste materials generated by, Contractor and any Subcontractor in the performance of the Work as Owner may direct; and (i) Take other actions directed by the accepted close-out plan or by Owner.

Contractor’s Responsibilities After Receipt of Notice of Termination. 27.2.1 After receipt of a Notice of Termination, and except as directed by Owner, Contractor shall immediately proceed as follows, regardless of any delay in determining or adjusting any amounts due under this Article 27: (a) Stop Work as specified in the notice; (b) Notify all affected Subcontractors that this Contract is being terminated and that their Subcontracts (including orders for Equipment and Materialsmaterials, services or facilities) are not to be further performed unless otherwise authorized in writing by Owner; (c) Enter into no further Subcontracts except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages; (d) Cease placing further Subcontracts except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages; (e) Take such other actions as are necessary or appropriate to mitigate further cost of Owner; and (f) Carry out such other directions as may be given by Owner for termination of the Work. 27.2.2 Within three (3) days after receipt of a Notice of Termination, Contractor shall meet and confer with Owner for the purpose of developing an interim close-out plan for the orderly termination of Work, demobilization and transfer of Site control to Owner. The parties shall use diligent efforts to complete preparation of the interim close-out plan within fifteen (15) days after the date Contractor receives the Notice of Termination. The parties shall use diligent efforts to complete a final close-out plan within thirty (30) days after such date. The close-out plan shall be in form and substance acceptable to Owner and shall include at least the following procedures, all of which procedures Contractor shall immediately follow, regardless of any delay in preparation or acceptance of the close-out plan or in determining or adjusting any amounts due under this Article 27: (a) Unless instructed otherwise by Owner, terminate all Subcontracts to the extent they relate to the Work terminated and except to the extent that continuation of the Subcontract is necessary in order to mitigate damages; (b) Assign to Owner or its designee in the manner, at the times, and to the extent directed by Owner, all of the right, title, and interest of Contractor under the Subcontracts so terminated, in which case Owner will have the right, in its sole discretion, to accept performance, settle or pay any or all Claims under or arising out of the termination of such Subcontracts; provided, however, that Contractor shall not be required to assign any Claims that Contractor has against its Subcontractors that existed prior to assignment of such Subcontracts to Owner; (c) Settle outstanding liabilities and Claims arising out of such termination of Subcontracts, with the approval or ratification of Owner, to the extent it may require; (d) Transfer and deliver to Owner or its designee, as directed by Owner: (i) possession and control of the Project; and (ii) all right, title and interest of Contractor in and to: (A) the Work in process, completed Work, supplies and Equipment equipment and Materials materials produced or acquired for the Work terminatedWork; (B) the Final Plans and Specifications and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, reports, books, samples, information and other Work Product that would have been required to be furnished to Owner if the Work had been completed; and (C) all intellectual property; (e) Complete performance in accordance with the Contract Documents of all Work not terminated; (f) Take all action that may be necessary, or that Owner may direct, for the protection and preservation of: (i) the Project; (ii) the Work; and (iii) the Equipment equipment and Materialsmaterials, machinery, materials and property related to the Project that is in the possession of Contractor and in which Owner has or may acquire an interest; (g) As authorized by Owner, use its best efforts to sell at fair market value any property of the types referred to in Section 27.3; provided, however, that Contractor: (i) shall not take any such action with respect to any items for which title has previously transferred to Owner; (ii) is not required to extend credit to any purchaser; and (iii) may acquire the property itself, under the conditions prescribed and at prices approved by Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Owner under the Contract Documents or paid in any other manner directed by Owner; (h) If requested by Owner, withdraw from the portions of the Site designated by Owner and remove such Equipment and Materials, tools and instruments used by, and any debris or waste materials generated by, Contractor and any Subcontractor in the performance of the Work as Owner may direct; and (i) Take other actions directed by the accepted close-out plan or by Owner.