Termination by the Owner for Convenience. 19.3.1 Notwithstanding anything else in this Contract, the Owner, in its sole and absolute discretion, may at any time terminate the Work under this Contract, in whole or in part, for the Owner’s convenience and without cause by written notice to the Design-Builder specifying the extent of the termination and the effective date. 19.3.2 Upon receipt of the written notice from the Owner of such termination, the Design- Builder will immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due: 19.3.2.1 Complete performance of the Work not terminated and cease operations as directed by the Owner in the notice; 19.3.2.2 Take actions necessary, or as directed by the Owner, for the protection and preservation of the Work; 19.3.2.3 Except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and orders for materials, services or facilities and enter into no further subcontracts and orders, unless otherwise directed by the Owner; 19.3.2.4 With approval or ratification to the extent required by the Owner, settle outstanding liabilities and termination settlement proposals, if any, arising out of the termination of subcontracts; 19.3.2.5 As directed by the Owner, transfer title and deliver to the Owner (1) the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced or acquired for the portion of the terminated Work, and (2) the completed or partially completed plans, Drawings, electronic data, information and other property that, if this Contract had been completed, would be required to be furnished to the Owner; and 19.3.2.6 Use its best effort to sell, as directed or authorized by the Owner, any property of the types referred to in Paragraph 19.3.2.5 of this clause; provided, however, that the Design-Builder (1) is not required to extend credit to any purchaser and (2) may acquire the property under the conditions prescribed by and at prices approved by the Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Owner under this Contract, credited to the price or cost of the Work, or paid in any manner directed by the Owner. 19.3.3 The Design-Builder will submit to the Owner a complete list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Owner, within 30 days of the termination. Within 30 days, the Owner will accept title to those items and remove them or enter into a storage agreement. The Owner may verify the list upon removal of the items, or if stored, within 45 days from submission of the list and will correct the list, as necessary, before final settlement. 19.3.4 When the Owner terminates this Contract or any portion thereof for convenience, the Design-Builder will be entitled to payment for Work finished, installed or in process which is acceptable to the Owner up to the date of termination, including reasonable profit on the completed Work and for the Design-Builder’s reasonable increased direct costs incurred as a result of the termination and for reasonable increased direct costs as described in Section 19.3.5. The agreed amount may not exceed the total GMP Contract Sum as reduced by the amount of payments previously made. No payment of any kind or amount will be made for items of Work not started. The Design-Builder shall not be entitled to and expressly waives any claim for loss of anticipated profit, overhead of any kind, including home office and jobsite overhead, or other indirect impacts. 19.3.5 The reasonable increased direct costs incurred as a result of the terminated Work include: 19.3.5.1 Reasonable non-legal expenses including accounting and clerical expenses necessary only for the preparation of termination settlement proposals and support data; and 19.3.5.2 Storage, transportation and other costs incurred, which are reasonably necessary for the preservation, protection, or disposition of the termination inventory. 19.3.6 In arriving at the amount due the Design-Builder, the following amounts may be deducted: 19.3.6.1 All advances or other payments to the Design-Builder under the terminated portion of this Contract; 19.3.6.2 Any claim which the Owner has against the Design-Builder under this Contract; 19.3.6.3 The agreed price for, or the proceeds from, the sale of materials, supplies, or any other asset acquired by the Design-Builder or sold under the provisions of this Contract and not recovered by or credited to the Owner; and 19.3.6.4 The value, as determined by the Owner, for property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the Owner. 19.3.7 Unless otherwise provided in this Contract or by statute, the Design-Builder will maintain all records and documents (including but not limited to subcontracts, subcontractor change orders, purchase orders, bid tabulations, proposals and all other documents associated with the project) relating to the terminated portion of this Contract for five years after final settlement. This includes all books, records, documents, electronic data and other evidence bearing on the Design-Builder’s costs and expenses under this Contract. The Design-Builder will make these records, documents and electronic data available to the Owner, at the Design-Builder’s office, at reasonable times without any direct charge to the Owner. If approved by the Owner, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents. 19.3.8 The Owner will terminate this Contract or portion thereof by written notice when the Design-Builder is prevented from proceeding with this Contract as a direct result of an Executive Order of the President of the United States. 19.3.9 Termination of this Contract, or portion thereof, under this Paragraph 19.3 does not relieve the Design-Builder or the Design-Builder’s Surety of its responsibilities for the completed portion of the Work or its obligation for and concerning any just claims arising out of the Work performed.
Appears in 7 contracts
Samples: Contract for Design Build Services, Design Build Services Contract, Contract for Design Build Services
Termination by the Owner for Convenience. 19.3.1 Notwithstanding anything else in this Contract, the Owner, in its sole and absolute discretion, may at any time terminate the Work under this Contract, in whole or in part, for the Owner’s convenience and without cause by written notice to the Design-Builder specifying the extent of the termination and the effective date.
19.3.2 Upon receipt of the written notice from the Owner of such termination, the Design- Design-Builder will immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:
19.3.2.1 Complete performance of the Work not terminated and cease operations as directed by the Owner in the notice;
19.3.2.2 Take actions necessary, or as directed by the Owner, for the protection and preservation of the Work;
19.3.2.3 Except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and orders for materials, services or facilities and enter into no further subcontracts and orders, unless otherwise directed by the Owner;
19.3.2.4 With approval or ratification to the extent required by the Owner, settle outstanding liabilities and termination settlement proposals, if any, arising out of the termination of subcontracts;
19.3.2.5 As directed by the Owner, transfer title and deliver to the Owner (1) the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced or acquired for the portion of the terminated Work, and (2) the completed or partially completed plans, Drawings, electronic data, information and other property that, if this Contract had been completed, would be required to be furnished to the Owner; and
19.3.2.6 Use its best effort to sell, as directed or authorized by the Owner, any property of the types referred to in Paragraph 19.3.2.5 of this clause; provided, however, that the Design-Builder (1) is not required to extend credit to any purchaser and (2) may acquire the property under the conditions prescribed by and at prices approved by the Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Owner under this Contract, credited to the price or cost of the Work, or paid in any manner directed by the Owner.
19.3.3 The Design-Builder will submit to the Owner a complete list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Owner, within 30 days of the termination. Within 30 days, the Owner will accept title to those items and remove them or enter into a storage agreement. The Owner may verify the list upon removal of the items, or if stored, within 45 days from submission of the list and will correct the list, as necessary, before final settlement.
19.3.4 When the Owner terminates this Contract or any portion thereof for convenience, the Design-Builder will be entitled to payment for Work finished, installed or in process which is acceptable to the Owner up to the date of termination, including reasonable profit on the completed Work and for the Design-Builder’s reasonable increased direct costs incurred as a result of the termination and for reasonable increased direct costs as described in Section 19.3.5. The agreed amount may not exceed the total GMP Contract Sum as reduced by the amount of payments previously made. No payment of any kind or amount will be made for items of Work not started. The Design-Builder shall not be entitled to and expressly waives any claim for loss of anticipated profit, overhead of any kind, including home office and jobsite overhead, or other indirect impacts.
19.3.5 The reasonable increased direct costs incurred as a result of the terminated Work include:
19.3.5.1 Reasonable non-legal expenses including accounting and clerical expenses necessary only for the preparation of termination settlement proposals and support data; and
19.3.5.2 Storage, transportation and other costs incurred, which are reasonably necessary for the preservation, protection, or disposition of the termination inventory.
19.3.6 In arriving at the amount due the Design-Builder, the following amounts may be deducted:
19.3.6.1 All advances or other payments to the Design-Builder under the terminated portion of this Contract;
19.3.6.2 Any claim which the Owner has against the Design-Builder under this Contract;
19.3.6.3 The agreed price for, or the proceeds from, the sale of materials, supplies, or any other asset acquired by the Design-Builder or sold under the provisions of this Contract and not recovered by or credited to the Owner; and
19.3.6.4 The value, as determined by the Owner, for property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the Owner.
19.3.7 Unless otherwise provided in this Contract or by statute, the Design-Builder will maintain all records and documents (including but not limited to subcontracts, subcontractor change orders, purchase orders, bid tabulations, proposals and all other documents associated with the project) relating to the terminated portion of this Contract for five years after final settlement. This includes all books, records, documents, electronic data and other evidence bearing on the Design-Builder’s costs and expenses under this Contract. The Design-Builder will make these records, documents and electronic data available to the Owner, at the Design-Builder’s office, at reasonable times without any direct charge to the Owner. If approved by the Owner, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.
19.3.8 The Owner will terminate this Contract or portion thereof by written notice when the Design-Builder is prevented from proceeding with this Contract as a direct result of an Executive Order of the President of the United States.
19.3.9 Termination of this Contract, or portion thereof, under this Paragraph 19.3 does not relieve the Design-Builder or the Design-Builder’s Surety of its responsibilities for the completed portion of the Work or its obligation for and concerning any just claims arising out of the Work performed.
Appears in 1 contract
Samples: Design Build Contract
Termination by the Owner for Convenience. 19.3.1 Notwithstanding anything else in this Contract, the Owner, in its sole and absolute discretion, may at any time terminate the Work under this Contract, in whole or in part, for the Owner’s convenience and without cause by written notice to the Design-Builder Contractor with 30 days in advance to termination specifying the extent of the termination and the effective date.
19.3.2 Upon receipt of the written notice from the Owner of such termination, the Design- Builder Contractor will immediately promptly proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:
19.3.2.1 Complete performance of the Work not terminated and cease operations as directed by the Owner in the notice;
19.3.2.2 Take actions necessary, or as directed by the Owner, for the protection and preservation of the Work;
19.3.2.3 Except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and orders for materials, services or facilities and enter into no further subcontracts and orders, unless otherwise directed by the Owner;
19.3.2.4 With approval or ratification to the extent required by the Owner, settle outstanding liabilities and termination settlement proposals, if any, arising out of the termination of subcontracts;
19.3.2.5 As directed by the Owner, transfer title and deliver to the Owner (1) the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced or acquired for the portion of the terminated Work, and (2) the completed or partially completed plans, Drawings, electronic data, information and other property that, if this Contract had been completed, would be required to be furnished to the Owner; and
19.3.2.6 Use its best effort to sell, as directed or authorized by the Owner, any property of the types referred to in Paragraph 19.3.2.5 of this clause; provided, however, that the Design-Builder Contractor (1) is not required to extend credit to any purchaser and (2) may acquire the property under the conditions prescribed by and at prices approved by the Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Owner under this Contract, credited to the price or cost of the Work, or paid in any manner directed by the Owner.
19.3.3 The Design-Builder Contractor will submit to the Owner a complete list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Owner, within 30 days of the termination. Within 30 days, the Owner will accept title to those items and remove them or enter into a storage agreement. The Owner may verify the list upon removal of the items, or if stored, within 45 days from submission of the list and will correct the list, as necessary, before final settlement.
19.3.4 When the Owner terminates this Contract or any portion thereof for convenience, the Design-Builder Contractor will be entitled to payment for Work finished, installed or in process which is acceptable according to the Owner Contract Documents up to the date of termination, including reasonable profit on the completed Work and for the Design-BuilderContractor’s reasonable increased direct costs incurred as a result of the termination and for reasonable increased direct costs as described in Section 19.3.5. The agreed amount may not exceed the total GMP Contract Sum as reduced by the amount of payments previously made. No payment of any kind or amount will be made for items of Work not started. The Design-Builder Contractor shall not be entitled to and expressly waives any claim for loss of anticipated profit, overhead of any kind, including home office and jobsite overhead, or other indirect impacts.
19.3.5 The reasonable increased direct costs incurred as a result of the terminated Work include:
19.3.5.1 Reasonable non-legal expenses including accounting and clerical expenses necessary only for the preparation of termination settlement proposals and support data; and
19.3.5.2 Storage, transportation and other costs incurred, which are reasonably necessary for the preservation, protection, or disposition of the termination inventory.
19.3.6 In arriving at the amount due the Design-BuilderContractor, the following amounts may be deducted:
19.3.6.1 All advances or other payments to the Design-Builder Contractor under the terminated portion of this Contract;
19.3.6.2 Any claim which the Owner has against the Design-Builder Contractor under this Contract, so long as the contractual Dispute Resolution process has commenced;
19.3.6.3 The agreed price for, or the proceeds from, the sale of materials, supplies, or any other asset acquired by the Design-Builder Contractor or sold under the provisions of this Contract and not recovered by or credited to the Owner; and
19.3.6.4 The value, as determined by the Owner, for property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the Owner.
19.3.7 Unless otherwise provided in this Contract or by statute, the Design-Builder Contractor will maintain all records and documents (including but not limited to subcontracts, subcontractor change orders, purchase orders, bid tabulations, proposals and all other documents associated with the project) relating to the terminated portion of this Contract for five years after final settlement. This includes all books, records, documents, electronic data and other evidence bearing on the Design-BuilderContractor’s costs and expenses under this Contract. The Design-Builder Contractor will make these records, documents and electronic data available to the Owner, at the Design-BuilderContractor’s office, at reasonable times without any direct charge to the Owner. If approved by the Owner, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.
19.3.8 The Owner will terminate this Contract or portion thereof by written notice when the Design-Builder Contractor is prevented from proceeding with this Contract as a direct result of an Executive Order of the President of the United States.
19.3.9 Termination of this Contract, or portion thereof, under this Paragraph 19.3 does not relieve the Design-Builder Contractor or the Design-BuilderContractor’s Surety of its responsibilities for the completed portion of the Work or its obligation for and concerning any just claims arising out of the Work performed.
Appears in 1 contract
Samples: Contract for Services
