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

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXX, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder;

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, or of a notice of termination due to an Event of Default, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14due: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Comprehensive Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXXTxDOT, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder; (g) No later than 30 days prior to the effective date of termination, unless extended in writing by TxDOT upon written request of Maintenance Contractor within this 30- day period, provide TxDOT with an inventory list of all materials, supplies and equipment previously produced, purchased or ordered from Suppliers for use in performing the Maintenance Services and not yet used, including its storage location, as well as any documentation or other property required to be delivered hereunder which is either in the process of development or previously completed but not yet delivered to TxDOT, and such other information as TxDOT may request; and transfer title and deliver to TxDOT through bills of sale or other documents of title, as directed by TxDOT: (i) work in process, completed work, supplies, equipment and other material produced or acquired for the Maintenance Services terminated, and (ii) all design and construction documents related to the Project and/or the Maintenance Services and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, samples, information and other property that would have been required to be furnished to TxDOT if the Maintenance Services had been completed; (h) Complete performance in accordance with the COMA Documents of all Maintenance Services not terminated; (i) Take all action that may be necessary, or that TxDOT may direct, for the protection and preservation of: (i) the public, including public and private vehicular movement,

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXXTxDOT, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder; (g) No later than 90 days from the effective date of termination, unless extended in writing by TxDOT upon written request of Maintenance Contractor within this 90-day period, provide TxDOT with an inventory list of all materials, supplies and equipment previously produced, purchased or ordered from Suppliers for use in performing the Maintenance Services and not yet used, including its storage location, as well as any documentation or other property required to be delivered hereunder which is either in the process of development or previously completed but not yet delivered to TxDOT, and such other information as TxDOT may request; and transfer title and deliver to TxDOT through bills of sale or other documents of title, as directed by TxDOT: (i) work in process, completed work, supplies, equipment and other material produced or acquired for the Maintenance Services terminated, and (ii) all Design Documents and Construction Documents related to the Project and/or the Maintenance Services and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, samples, information and other property that would have been required to be furnished to TxDOT if the Maintenance Services had been completed; (h) Complete performance in accordance with the CMA Documents of all Maintenance Services not terminated; (i) Take all action that may be necessary, or that TxDOT may direct, for the protection and preservation of: (i) the public, including public and private vehicular movement, (ii) the Maintenance Services, and (iii) the equipment, machinery, materials and property related to the Project that is in the possession of Maintenance Contractor and in which TxDOT has or may acquire an interest; (j) As authorized by TxDOT in writing, use its best efforts to sell, at reasonable prices, any property of the types referred to in subsection (i) of clause (g); provided, however, that Maintenance Contractor: (i) is not required to extend credit to any purchaser, and (ii) may acquire the property under the conditions prescribed and at prices approved by TxDOT. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by TxDOT under the CMA Documents or paid in any other manner directed by TxDOT; and (k) Take other actions directed by TxDOT.

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Comprehensive Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXXTxDOT, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder; (g) No later than 90 days from the effective date of termination, unless extended in writing by TxDOT upon written request of Maintenance Contractor within this 90- day period, provide TxDOT with an inventory list of all materials, supplies and equipment previously produced, purchased or ordered from Suppliers for use in performing the Maintenance Services and not yet used, including its storage location, as well as any documentation or other property required to be delivered hereunder which is either in the process of development or previously completed but not yet delivered to TxDOT, and such other information as TxDOT may request; and transfer title and deliver to TxDOT through bills of sale or other documents of title, as directed by TxDOT: (i) work in process, completed work, supplies, equipment and other material produced or acquired for the Maintenance Services terminated, and (ii) all design and construction documents related to the Project and/or the Maintenance Services and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, samples, information and other property that would have been required to be furnished to TxDOT if the Maintenance Services had been completed; (h) Complete performance in accordance with the COMA Documents of all Maintenance Services not terminated; (i) Take all action that may be necessary, or that TxDOT may direct, for the protection and preservation of: (i) the public, including public and private vehicular movement,

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 1415: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXXTxDOT, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder; (g) No later than 90 days from the effective date of termination, unless extended in writing by TxDOT upon written request of Maintenance Contractor within this 90-day period, provide TxDOT with an inventory list of all materials, supplies and equipment previously produced, purchased or ordered from Suppliers for use in performing the Maintenance Services and not yet used, including its storage location, as well as any documentation or other property required to be delivered hereunder which is either in the process of development or previously completed but not yet delivered to TxDOT, and such other information as TxDOT may request; and transfer title and deliver to TxDOT through bills of sale or other documents of title, as directed by TxDOT: (i) work in process, completed work, supplies, equipment and other material produced or acquired for the Maintenance Services terminated, and (ii) all design and construction documents related to the Project and/or the Maintenance Services and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, samples, information and other property that would have been required to be furnished to TxDOT if the Maintenance Services had been completed; (h) Complete performance in accordance with the CMA Documents of all Maintenance Services not terminated; (i) Take all action that may be necessary, or that TxDOT may direct, for the protection and preservation of: (i) the public, including public and private vehicular movement, (ii) the Maintenance Services, and (iii) the equipment, machinery, materials and property related to the Project that is in the possession of Maintenance Contractor and in which TxDOT has or may acquire an interest; (j) As authorized by TxDOT in writing, use its best efforts to sell, at reasonable prices, any property of the types referred to in subsection (i) of clause (g); provided, however, that Maintenance Contractor: (i) is not required to extend credit to any purchaser, and (ii) may acquire the property under the conditions prescribed and at prices approved by TxDOT. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by TxDOT under the CMA Documents or paid in any other manner directed by TxDOT; and (k) Take other actions directed by TxDOT.

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT;; Texas Department of Transportation Execution Version Horseshoe Project 92 Capital Maintenance Agreement (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXXTxDOT, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder; (g) No later than 90 days from the effective date of termination, unless extended in writing by TxDOT upon written request of Maintenance Contractor within this 90-day period, provide TxDOT with an inventory list of all materials, supplies and equipment previously produced, purchased or ordered from Suppliers for use in performing the Maintenance Services and not yet used, including its storage location, as well as any documentation or other property required to be delivered hereunder which is either in the process of development or previously completed but not yet delivered to TxDOT, and such other information as TxDOT may request; and transfer title and deliver to TxDOT through bills of sale or other documents of title, as directed by TxDOT: (i) work in process, completed work, supplies, equipment and other material produced or acquired for the Maintenance Services terminated, and (ii) all Design Documents and Construction Documents related to the Project and/or the Maintenance Services and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, samples, information and other property that would have been required to be furnished to TxDOT if the Maintenance Services had been completed; (h) Complete performance in accordance with the CMA Documents of all Maintenance Services not terminated; (i) Take all action that may be necessary, or that TxDOT may direct, for the protection and preservation of: (i) the public, including public and private vehicular movement, (ii) the Maintenance Services, and (iii) the equipment, machinery, materials and property related to the Texas Department of Transportation Execution Version Horseshoe Project 93 Capital Maintenance Agreement Project that is in the possession of Maintenance Contractor and in which TxDOT has or may acquire an interest; (j) As authorized by TxDOT in writing, use its best efforts to sell, at reasonable prices, any property of the types referred to in subsection (i) of clause (g); provided, however, that Maintenance Contractor: (i) is not required to extend credit to any purchaser, and (ii) may acquire the property under the conditions prescribed and at prices approved by TxDOT. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by TxDOT under the CMA Documents or paid in any other manner directed by TxDOT; and (k) Take other actions directed by TxDOT.

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Maintenance Agreement CMA is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXX, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder;

Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination. After receipt of a Notice of Termination for Convenience or Notice of Partial Termination for Convenience, and except as otherwise directed in writing by TxDOT, Maintenance Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this Section 14: (a) Stop the Maintenance Services as specified in the notice; (b) Notify all affected Subcontractors and Suppliers that this Capital Maintenance Agreement is being terminated and that their respective Subcontracts (including orders for materials, services or facilities) are not to be further performed unless otherwise authorized in writing by TxDOT; (c) Enter into no further Subcontracts (including orders for materials, services or facilities), except as necessary to complete the continued portion of the Maintenance Services, if any, or for mitigation of damages; (d) Unless instructed otherwise by TxDOT, terminate all Subcontracts to the extent they relate to the Maintenance Services terminated; (e) Assign to TxDOT, in the manner, at the times, and to the extent directed by XxXXXTxDOT, all of Maintenance Contractor’s right, title, and interest in the Subcontracts so terminated, in which case TxDOT will have the right, in its sole discretion, to accept performance, settle or pay any termination settlement proposal arising out of the termination of such Subcontracts; (f) Subject to the prior written approval of TxDOT, settle all outstanding liabilities and all termination settlement proposals arising from termination of Subcontracts that are required to be terminated hereunder;