Common use of Termination by Owner for Convenience Clause in Contracts

Termination by Owner for Convenience. 12.2.1 Owner shall have the right to terminate Engineer under this Agreement for its convenience without regard to fault or breach upon written notice, effective immediately unless otherwise provided in said notice. In the event of such termination, Owner shall pay as the sole amount due to Engineer in connection with this Project sums due hereunder for Services performed to date plus reasonable demobilization costs incurred due to such termination. Such sums will be due and payable on the same conditions as set forth for final payment to the extent applicable. Upon receipt of such payment, the parties hereto shall have no further obligations to each other except for Engineer's obligation to indemnify Owner and maintain any insurance as provided for in this Agreement. It is understood and agreed that no fee, anticipated profit or other compensation or payment of any kind or character shall be due or payable for unperformed Services regardless of the basis of termination and the inclusion of this provision within this subsection shall in no way limit its application to termination under this subsection. Engineer agrees that each agreement with any Consultant entered into by it will reserve for Engineer the same right of termination provided by this subsection. 12.2.2 Upon a determination that any termination of Engineer or its successor in interest was wrongful, such termination will be deemed converted to a termination for convenience pursuant to the proceeding provisions hereof and Engineer's remedy for wrongful termination in such event shall be limited to the recovery of the payments permitted for termination for convenience as set forth above. 12.2.3 The rights and remedies of Owner and Engineer in the event of termination herein set forth shall be non-exclusive, and shall be in addition to all the other remedies available at law or in equity.

Termination by Owner for Convenience. 12.2.1 Owner shall have the right to terminate Engineer under this Agreement for its convenience without regard to fault or breach upon written notice, effective immediately unless otherwise provided in said notice. In the event of such termination, Owner shall pay as the sole amount due to Engineer in connection with this Project sums due hereunder for Services performed to date plus reasonable demobilization costs incurred due to such termination. Such sums will be due and payable on the same conditions as set forth for final payment to the extent applicable. Upon receipt of such payment, the parties hereto shall have no further obligations to each other except for Engineer's obligation to indemnify Owner and maintain any insurance as provided for in this Agreement. It is understood and agreed that no fee, anticipated profit or other compensation or payment of any kind or character shall be due or payable for unperformed Services regardless of the basis of termination and the inclusion of this provision within this subsection shall in no way limit its application to termination under this subsection. Engineer agrees that each agreement with any Consultant entered into by it will reserve for Engineer the same right of termination provided by this subsection.other 12.2.2 Upon a determination that any termination of Engineer or its successor in interest was wrongful, such termination will be deemed converted to a termination for convenience pursuant to the proceeding provisions hereof and Engineer's remedy for wrongful termination in such event shall be limited to the recovery of the payments permitted for termination for convenience as set forth above. 12.2.3 The rights and remedies of Owner and Engineer in the event of termination herein set forth shall be non-exclusive, and shall be in addition to all the other remedies available at law or in equity.

Termination by Owner for Convenience. 12.2.1 Owner shall have may terminate this Agreement, in whole or in part, by ten (10) days’ Notice to Contractor for convenience, upon consultation with and consent of the right to terminate Engineer under this Agreement for its convenience without regard to fault or breach upon written notice, effective immediately unless otherwise provided in said notice. In the event of such termination, Owner shall pay as the sole amount due to Engineer in connection with this Project sums due hereunder for Services performed to date plus reasonable demobilization costs incurred due to such termination. Such sums will be due and payable on the same conditions as set forth for final payment to the extent applicableAuthority. Upon receipt of any such paymentNotice, Contractor shall, unless the parties hereto shall have Notice directs otherwise (and provided that the Notice to Proceed has been issued): (a) immediately discontinue the Work on the date and to the extent specified in such Notice; (b) place no further obligations to each other orders or subcontracts for equipment or services except as may be necessary for Engineer's obligation to indemnify Owner and maintain any insurance as provided for in this Agreement. It is understood and agreed that no fee, anticipated profit or other compensation or payment completion of any kind or character shall be due or payable for unperformed Services regardless such portion of the basis Work as is not discontinued; (c) promptly make every reasonable effort to procure cancellations upon terms satisfactory to Owner of termination all orders, subcontracts, and rental agreements to the inclusion extent they relate to the performance of this provision within this subsection shall the Work that is discontinued on terms that mitigate the cost thereof; and (d) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in no way limit its application progress and to termination under this subsectionprotect equipment at the Site or in transit thereto and/or, if directed by Owner, restore the property of the Applicable Local Unit that was disturbed or modified by performance of the Work on the terminated SGF to the condition that is at least as good as existed before commencement of the Work thereon. Engineer agrees that each agreement with Contractor waives any Consultant entered into by it will reserve claims for Engineer the same right damages, including loss of termination provided by this subsection. 12.2.2 Upon a determination that any termination of Engineer or its successor in interest was wrongful, such termination will be deemed converted anticipated profits for uncompleted Work due to a termination by Owner for convenience pursuant to this Section 15.5, and shall accept as its sole remedy a sum equal to (i) with respect to the proceeding Local Unit’s SGFs that are terminated, all unpaid Work performed hereunder for such terminated Local Unit’s SGFs up to the termination date in accordance with the provisions hereof of Attachment V-B (based on Milestones completed but not yet paid for and Engineer's remedy for wrongful termination the percentage of completion of Milestones that have not been completed), and (ii) the reasonable Direct Costs incurred by Contractor in such event closing out the terminated Work, including restoration work (if applicable, and in which case Contractor shall be limited entitled to a markup of ten percent (10%) of its Direct Costs for such restoration work) and reasonable demobilization costs and the costs of commitments which cannot be canceled. (It is understood that if Work on some but not all of the Local Unit’s SGFs is to be terminated, such adjustment in the Work shall be handled as a Change Order pursuant to the recovery provisions of ARTICLE 8.). As a condition to any obligation of Contractor to perform restoration work under this Section 15.5, Owner shall provide evidence acceptable to Contractor demonstrating Owner’s ability to pay Contractor for the payments permitted for termination for convenience reasonable Direct Costs plus markup expected to be incurred by Contractor to undertake and complete such restoration work. Contractor’s claim shall be submitted within forty-five (45) days after Contractor completes its obligations as set forth in clauses (a) through (d) above. 12.2.3 The rights . As a condition to any payment by Owner under this Section 15.5, Contractor shall deliver or make available to Owner all Work performed by Contractor (including Contractor Deliverables) and remedies of all materials and equipment provided or obtained by Contractor hereunder up to the termination date with respect to the Local Unit’s SGFs being terminated and shall deliver to Owner and Engineer Authority conditional final waivers and releases of lien executed by Contractor and Subcontractors in the event forms of termination herein set forth Attachments XXIII and XXIV, respectively. Within five (5) days after receipt of payment, Contractor shall be non-exclusivedeliver unconditional final waivers and releases of lien executed by Contractor and Subcontractors in the forms of Attachments XXV and XXVI, respectively. In case of any ongoing payment dispute between Contractor and shall be any Subcontractor, Contractor may deliver to Owner and Authority a xxxx xxxx or other security reasonably acceptable to Owner and Authority in addition to all the other remedies available at law or in equitylieu of a required waiver and release of lien from such Subcontractor.

Termination by Owner for Convenience. 12.2.1 Owner shall have the right to terminate Engineer under this Agreement or any Service Order, in part or in whole, for its Owner’s convenience without regard to cause, fault or breach breach. Such termination for convenience shall be made upon written notice, effective immediately unless otherwise provided in said the termination notice. In the event of such terminationtermination for convenience, Owner shall pay pay, as the sole amount due compensation and remedy to Engineer in connection with this Project Architect for such termination for convenience, the sums due hereunder for the Services under this Agreement or the applicable Service Order terminated (as the case may be) and performed to through the date of termination plus reasonable demobilization termination costs incurred due to such termination. Such sums will be due and payable on the same conditions as set forth for final payment to the extent applicable. Upon receipt of such payment, the parties Parties hereto shall have no further obligations to each other under this Agreement or the applicable Service Order (as the case may be) except for EngineerArchitect's obligation to indemnify Owner and maintain any insurance as provided for in this AgreementAgreement or the applicable Service Order (as the case may be) and any other obligations that expressly survive the termination of this Agreement or the applicable Service Order, as the case may be. It is understood and agreed that no fee, anticipated profit or other compensation or payment of any kind or character shall be due or payable for unperformed Services regardless of the basis of termination and the inclusion of this provision within this subsection shall in no way limit its application to termination under this subsection. Engineer Architect agrees that each agreement with any Consultant entered into by it will reserve for Engineer Architect the same right of termination for convenience provided by this subsection. 12.2.2 Upon a determination that any termination of Engineer or its successor in interest was wrongful, such termination will be deemed converted to a termination for convenience pursuant to the proceeding provisions hereof and Engineer's remedy for wrongful termination in such event shall be limited to the recovery of the payments permitted for termination for convenience as set forth above. 12.2.3 The rights and remedies of Owner and Engineer in the event of termination herein set forth shall be non-exclusive, and shall be in addition to all the other remedies available at law or in equity.

Termination by Owner for Convenience. 12.2.1 Owner shall have the right to terminate Engineer under this Agreement for its convenience without regard to fault or breach upon written notice, effective immediately unless otherwise provided in said notice. In the event of such termination, Owner shall pay as the sole amount due to Engineer in connection with this Project sums due hereunder for Services performed to date plus reasonable demobilization costs incurred due to such termination. Such sums will be due and payable on the same conditions as set forth for final payment to the extent applicable. Upon receipt of such payment, the parties hereto shall have no further obligations to each other except for Engineer's obligation to indemnify Owner and maintain any insurance as provided for in this Agreement. It is understood and agreed that no fee, anticipated profit or other compensation or payment of any kind or character shall be due or payable for unperformed Services regardless of the basis of termination and the inclusion of this provision within this subsection shall in no way limit its application to termination under this subsection. Engineer agrees that each agreement with any Consultant entered into by it will reserve for Engineer the same right of termination provided by this subsection.for 12.2.2 Upon a determination that any termination of Engineer or its successor in interest was wrongful, such termination will be deemed converted to a termination for convenience pursuant to the proceeding provisions hereof and Engineer's remedy for wrongful termination in such event shall be limited to the recovery of the payments permitted for termination for convenience as set forth above. 12.2.3 The rights and remedies of Owner and Engineer in the event of termination herein set forth shall be non-exclusive, and shall be in addition to all the other remedies available at law or in equity.