Common use of Termination for Convenience of the County Clause in Contracts

Termination for Convenience of the County. 7.24.1 Performance of services under this Agreement may be terminated by COUNTY in whole or in part when such action is deemed by COUNTY to be in its best interest. Termination of work shall be effected by delivery to ARTIST of a ten (10) calendar day prior written Notice of Termination specifying the extent to which the performance of work is terminated and the date upon which such termination becomes effective. 7.24.2 If, during the term of this Agreement, COUNTY funds appropriated for the purpose of this Agreement are reduced or eliminated, COUNTY may immediately terminate this Agreement upon written notice to ARTIST. 7.24.3 After receipt of the Notice of Termination and except as otherwise directed by COUNTY, ARTIST shall: 7.24.3.1 Immediately stop services under this Agreement on the date and to the extent specified in the Notice of Termination. 7.24.3.2 Complete performance of such part of the work as shall not have been terminated by the Notice of Termination. 7.24.4 After receipt of the Notice of Termination, ARTIST shall submit to COUNTY, in the form and with the certifications as may be prescribed by COUNTY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from the effective date of termination. Upon failure of ARTIST to submit its termination claim and invoice within the time allowed, COUNTY may determine, on the basis of information available to COUNTY, the amount, if any, due to ARTIST in respect to the termination and such determination shall be final. After such determination is made, COUNTY shall pay ARTIST the amount so determined. 7.24.5 In the event it is determined by COUNTY that ARTIST has been overcompensated, COUNTY shall notify ARTIST of the overcompensation, and ARTIST must provide a written response within thirty (30) days of the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 COUNTY and ARTIST shall negotiate an equitable amount to be paid to ARTIST by reason of the total or partial termination of work pursuant to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up to the effective date of termination, and may include a reasonable allowance for profit on work done but shall not include an allowance on work terminated. COUNTY shall pay the agreed amount; subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. 7.24.7 Upon termination of this Agreement, ARTIST shall deliver to COUNTY all work completed or in progress, including all data, reports and deliverables within ten (10) business days after termination of this Agreement. Upon such termination COUNTY use of ARTIST’s copyrighted designs shall be subject to further agreement between the parties. 7.24.8 Upon termination of this Agreement, ARTIST shall comply with the provisions of Section 7.22, Records Retention and Inspection, herein above.

Termination for Convenience of the County. 7.24.1 8.54.1 Performance of services under this Agreement Contract may be terminated by COUNTY in whole or in part part, when such action is deemed by COUNTY to be in its best interest. Termination of work shall be effected by delivery to ARTIST CONTRACTOR of a ten thirty (1030) calendar day days prior written Notice of Termination specifying the extent to which the performance of work is terminated terminated, and the date upon which such termination becomes effective. 7.24.2 If, during the term of this Agreement, COUNTY funds appropriated for the purpose of this Agreement are reduced or eliminated, COUNTY may immediately terminate this Agreement upon written notice to ARTIST. 7.24.3 8.54.2 After receipt of the Notice of Termination and except as otherwise directed by COUNTY, ARTIST the CONTRACTOR shall: 7.24.3.1 A. Immediately stop services services, which shall include elimination of all new costs and expenses and all other ongoing costs and expenses under this Agreement Contract on the date and to the extent specified in the Notice of Termination.; 7.24.3.2 B. Taking all reasonable and necessary steps to cancel all leased or rented space agreements entered into through June 30, 2006 to perform the services terminated hereunder; C. Complete performance of such part of the work as shall not have been terminated by the Notice of Termination. 7.24.4 D. After receipt of the a Notice of Termination, ARTIST CONTRACTOR shall submit to COUNTY, in the form and with the certifications as may be prescribed by COUNTY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from the effective date of termination. Upon failure of ARTIST CONTRACTOR to submit its termination claim and invoice within the time allowed, COUNTY may determine, determine on the basis of information available to COUNTY, the amount, if any, due to ARTIST CONTRACTOR in respect to the termination and such determination shall be final. After such determination is made, COUNTY shall pay ARTIST CONTRACTOR the amount so determined. 7.24.5 In the event it is determined by COUNTY that ARTIST has been overcompensated, COUNTY shall notify ARTIST within five (5) months of the overcompensation, and ARTIST must provide a written response within thirty (30) days of the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 COUNTY and ARTIST shall negotiate an equitable amount to be paid to ARTIST by reason of the total or partial termination of work pursuant to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up to the effective date of termination, and may . COUNTY shall include with the payment a reasonable allowance for profit on work done but shall not include an allowance on work terminated. statement explaining COUNTY'S determination of the payment. 8.54.3 COUNTY shall pay the agreed amount; subject to other limitations and , within sixty (60) days of receipt of CONTRACTOR'S termination claim, provided that such amount shall not exceed the total funding obligated under this Agreement Contract as reduced by the amount of payments otherwise made and as further reduced by the contract Contract price of work not terminatedterminated or completed. 7.24.7 8.54.4 Said amount shall include all payments due CONTRACTOR through the date upon which such termination becomes effective and in accordance with Section 8.42. CONTRACTOR shall not incur new costs which extend beyond the termination date. 8.54.5 Upon termination of this AgreementContract, ARTIST CONTRACTOR shall deliver to DPSS all reports, computer software programs and COUNTY all work completed or in progress, including all data, reports and deliverables equipment within ten (10) business days after effective date of termination of this AgreementContract. Upon such termination COUNTY use shall acknowledge in writing receipt of ARTIST’s copyrighted designs all items described in this paragraph, and CONTRACTOR shall be released thereby from any responsibility for the items returned. Such returned items shall not be subject to further agreement between the partiesrecord retention requirements of this Contract, as defined in this Section 8.48. 7.24.8 Upon 8.54.6 In the event of termination of this AgreementContract, ARTIST CONTRACTOR shall comply with the provisions of Section 7.22, Records Record Retention and Inspection, herein aboveSection 8.48.

Termination for Convenience of the County. 7.24.1 49.1 Performance of services under this Agreement may be terminated by COUNTY the COUNTY, in whole or in part part, when such action is deemed by the COUNTY to be in its best interest. Termination of work shall be effected by delivery to ARTIST the CONTRACTOR of a ten thirty (1030) calendar day day, prior written Notice of Termination. The Notice of Termination specifying shall specify the extent to which the performance of work is terminated and the date upon which such termination becomes effective. 7.24.2 49.2 If, during the term of this Agreement, the COUNTY funds appropriated for the purpose purposes of this Agreement are reduced or eliminated, the COUNTY may immediately terminate this Agreement upon written notice to ARTISTthe CONTRACTOR. 7.24.3 49.3 After receipt of the Notice of Termination and except as otherwise directed by the COUNTY, ARTIST the CONTRACTOR shall: 7.24.3.1 1. Immediately stop services under this Agreement on the date and to the extent specified in the Notice of Termination. 7.24.3.2 Complete performance 2. To the extent possible, continue to perform, as required by this Agreement, until the effective date of such part of the work as shall not have been terminated by the Notice of Terminationtermination. 7.24.4 49.4 After receipt of the a Notice of Termination, ARTIST the CONTRACTOR shall submit to the COUNTY, in the form and with the certifications as may be prescribed by the COUNTY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from the effective date of termination. Upon failure of ARTIST the CONTRACTOR to submit its termination claim and invoice within the time allowed, the COUNTY may determine, on the basis of information available to the COUNTY, the amount, if any, due to ARTIST the CONTRACTOR in respect to the termination and such determination shall be final. After such determination is made, the COUNTY shall pay ARTIST the CONTRACTOR the amount so determined. 7.24.5 In the event it is determined by COUNTY that ARTIST has been overcompensated, COUNTY shall notify ARTIST of the overcompensation, and ARTIST must provide a written response within thirty (30) days of the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 COUNTY and ARTIST shall negotiate an equitable amount to be paid to ARTIST by reason of the total or partial termination of work pursuant to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up to the effective date of termination, and may include a reasonable allowance for profit on work done but shall not include an allowance on work terminated. COUNTY shall pay the agreed amount; subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. 7.24.7 49.5 Upon termination of this Agreement, ARTIST the CONTRACTOR shall deliver to the COUNTY all work completed or in progress, including all data, reports and deliverables within ten (10) business days after termination of this Agreement. Upon such termination COUNTY use of ARTIST’s copyrighted designs shall be subject to further agreement between the parties. 7.24.8 49.6 Upon termination of this Agreement, ARTIST the CONTRACTOR shall comply with the provisions of Section 7.22Paragraph 43, Records Retention and Inspection, herein above. 49.7 Subject to the provisions of Subparagraph 49.3 above, the COUNTY and the CONTRACTOR shall negotiate an equitable amount to be paid to the CONTRACTOR by reason of the total or partial termination of work pursuant to this Paragraph 49. Said amount may include a reasonable allowance for overhead on work done but shall not include an allowance on work terminated. The COUNTY shall pay the agreed amount, subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement, as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated.

Termination for Convenience of the County. 7.24.1 Performance of services under The parties agree that the County may terminate this Agreement may be terminated by COUNTY Contract, or any work or delivery required hereunder, from time to time either in whole or in part when part, whenever the County Executive of Prince Xxxxxxx County shall determine that such action termination is deemed by COUNTY to be in its the best interestinterests of the County. Termination of work Termination, in whole or in part, shall be effected by delivery to ARTIST of a ten (10) calendar day prior written Notice of Termination specifying signed by the extent to which the performance of work is terminated and the date upon which such termination becomes effective. 7.24.2 IfCounty Executive or his designee, during the term of this Agreement, COUNTY funds appropriated for the purpose of this Agreement are reduced mailed or eliminated, COUNTY may immediately terminate this Agreement upon written notice to ARTIST. 7.24.3 After receipt of the Notice of Termination and except as otherwise directed by COUNTY, ARTIST shall: 7.24.3.1 Immediately stop services under this Agreement on the date and delivered to the extent specified in the Notice of Termination. 7.24.3.2 Complete performance of such part of the work as shall not have been terminated by the Notice of Termination. 7.24.4 After receipt of the Notice of TerminationContractor, ARTIST shall submit to COUNTY, in the form and with the certifications as may be prescribed by COUNTY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from specifically setting forth the effective date of termination. Upon failure receipt of ARTIST to submit its termination claim and invoice within such Notice, the time allowed, COUNTY may determineContractor shall: 1. Cease any further deliveries or work due under this Contract, on the basis date, and to the extent, which may be specified in the Notice; 2. Place no further orders with any subcontractors except as may be necessary to perform that portion of information available this Contract not subject to COUNTYthe Notice; 3. Terminate all subcontracts except those made with respect to Contract performance not subject to the Notice; 4. Settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the Purchasing Manager of Prince Xxxxxxx County; and 5. Use its best efforts to mitigate any damages which may be sustained by it as a consequence of termination under this clause. After complying with the foregoing provisions, the amountContractor shall submit a termination claim, if anyin no event later than six (6) months after the effective date of its termination, due unless an extension is granted by the Purchasing Manager. The Purchasing Manager, with the approval of the County's signatory to ARTIST in respect this Contract, shall pay from the using department's budget reasonable costs of termination, including a reasonable amount for profit on supplies or services delivered or completed. In no event shall this amount be greater than the original Contract price, reduced by any payments made prior to Notice of Termination and further reduced by the termination and such determination price of the supplies not delivered, or the services not provided. This Contract shall be finalamended accordingly, and the Contractor shall be paid the agreed amount. After such determination is made, COUNTY shall pay ARTIST the amount so determined. 7.24.5 In the event it is determined by COUNTY that ARTIST has been overcompensated, COUNTY shall notify ARTIST of the overcompensation, and ARTIST must provide a written response within thirty (30) days of parties cannot agree on the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 COUNTY and ARTIST shall negotiate an equitable whole amount to be paid to ARTIST the Contractor by reason of termination under this clause, the total or partial termination Purchasing Manager shall pay to the Contractor the amounts determined as follows, without duplicating any amounts which may have already been paid under the preceding paragraph of work pursuant this clause: 1. With respect to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up all Contract performance prior to the effective date of terminationNotice of Termination, and may include a reasonable allowance for profit on work done but shall not include an allowance on work terminated. COUNTY shall pay the agreed amount; subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. 7.24.7 Upon termination of this Agreement, ARTIST shall deliver to COUNTY all work completed or in progress, including all data, reports and deliverables within ten (10) business days after termination of this Agreement. Upon such termination COUNTY use of ARTIST’s copyrighted designs shall be subject to further agreement between the parties. 7.24.8 Upon termination of this Agreement, ARTIST shall comply with the provisions of Section 7.22, Records Retention and Inspection, herein above.of:

Termination for Convenience of the County. 7.24.1 Performance of services The County may terminate this Contract, or any work or delivery required under this Agreement may be terminated by COUNTY Contract, from time-to-time, in whole or in part when part, whenever the Director of Finance shall determine that such action termination is deemed by COUNTY to be in its the best interestinterest of the DocuSign Envelope ID: EC4E72D1-91B8-478C-A597-72B9C51397F6 County. Termination of work Termination, in whole or in part, shall be effected affected by delivery to ARTIST of a ten (10) calendar day prior written Notice of Termination specifying the extent to which the performance of work is terminated and the date upon which such termination becomes effective. 7.24.2 If, during the term of this Agreement, COUNTY funds appropriated for the purpose of this Agreement are reduced or eliminated, COUNTY may immediately terminate this Agreement upon written notice to ARTIST. 7.24.3 After receipt of the Notice of Termination and except as otherwise directed by COUNTY, ARTIST shall: 7.24.3.1 Immediately stop services under this Agreement on the date and to the extent specified in the Notice of Termination. 7.24.3.2 Complete performance of such part of the work as shall not have been terminated by the Notice of Termination. 7.24.4 After receipt of the Notice of Termination, ARTIST shall submit signed by the Director of Finance or a designee, mailed or delivered to COUNTYthe Contractor, in the form and with the certifications as may be prescribed by COUNTY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from specifically stating the effective date of termination. Upon failure receipt of ARTIST to submit its termination claim and invoice within such Notice, the time allowed, COUNTY may determineContractor shall: 1. Cease any further deliveries or work due under this Contract, on the basis date, and to the extent, which may be specified in the Notice; 2. Place no further orders with any Subcontractors except as may be necessary to perform that portion of information available this Contract not subject to COUNTYthe Notice; 3. Terminate all subcontracts except those made with respect to Contract performance not subject to the Notice; 4. Settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the head of Procurement Services; and 5. Use its best efforts to mitigate any damages, which may be sustained by it as a consequence of termination under this clause. After complying with the foregoing provisions, the amountContractor shall submit a termination claim, if anyno later than six (6) months after the effective date of its termination, due unless an extension is granted by the head of Procurement Services. The head of Procurement Services shall determine reasonable costs of termination, including a reasonable amount for profit on goods or services delivered or performed. In no event shall this amount be greater than the original Contract price, reduced by any payments made prior to ARTIST in respect to Notice of Termination and further reduced by the termination and such determination price of the goods or services not delivered or performed. This Contract shall be finalamended accordingly, and the Contractor shall be paid the agreed amount. After such determination is made, COUNTY shall pay ARTIST the amount so determined. 7.24.5 In the event it is determined by COUNTY that ARTIST has been overcompensated, COUNTY shall notify ARTIST of the overcompensation, and ARTIST must provide a written response within thirty (30) days of parties cannot agree on the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 COUNTY and ARTIST shall negotiate an equitable whole amount to be paid to ARTIST the Contractor by reason of termination under this clause, the total or partial termination County shall pay to the Contractor the amounts determined as follows, without duplicating any amounts which may have already been paid under the preceding paragraph of work pursuant this clause: 1. With respect to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up all Contract performance prior to the effective date of terminationthe Notice of Termination the total of: a. Cost of goods delivered or services performed; b. The cost of settling and paying any reasonable claims as provided in subparagraph (4), and may include a reasonable allowance for above; and c. A sum as profit on work done but shall not include an allowance on work terminatedsubparagraph 1.a. COUNTY shall pay of this section determined by the agreed amount; subject head of Procurement Services to other limitations be fair and provided that such amount reasonable. 2. The total sum to be paid under 1.a. of this section shall not exceed the total funding obligated under this Agreement Contract price, as reduced by the amount amounts of payments otherwise made made, and as further reduced by the contract Contract price of work goods or services not terminated. 7.24.7 Upon termination provided. In the event that the Contractor is not satisfied with any payments, that the head of Procurement Services shall determine to be due under this clause, the Contractor may appeal any claim in accordance with the "Claims/Disputes" clause of this AgreementContract. The Contractor shall include similar provisions in any subcontract, ARTIST and shall deliver specifically include a requirement that Subcontractors make all reasonable efforts to COUNTY all work completed mitigate damages that may be suffered. Failure to include such DocuSign Envelope ID: EC4E72D1-91B8-478C-A597-72B9C51397F6 provisions shall bar the Contractor from any recovery from the County whatsoever for loss or in progress, including all data, reports and deliverables within ten (10) business days after damage sustained by a Subcontractor as a consequence of termination of this Agreement. Upon such termination COUNTY use of ARTIST’s copyrighted designs shall be subject to further agreement between the partiesfor convenience. 7.24.8 Upon termination of this Agreement, ARTIST shall comply with the provisions of Section 7.22, Records Retention and Inspection, herein above.

Termination for Convenience of the County. 7.24.1 15.1 Performance of services under this Agreement Contract may be terminated by COUNTY in whole or in part part, when such action is deemed by COUNTY to be in its best interest. Termination of work shall be effected by delivery to ARTIST CONTRACTOR of a ten sixty (1060) calendar day prior written Notice of Termination specifying the extent to which the performance of work is terminated terminated, and the date upon which such termination becomes effective. 7.24.2 If, during the term of this Agreement, COUNTY funds appropriated for the purpose of this Agreement are reduced or eliminated, COUNTY may immediately terminate this Agreement upon written notice to ARTIST. 7.24.3 15.2 After receipt of the Notice of Termination and except as as, otherwise directed by COUNTY, ARTIST CONTRACTOR shall: 7.24.3.1 Immediately stop 15.2.1 Stop services under this Agreement Contract on the date and to the extent specified in the Notice of Termination. 7.24.3.2 15.2.2 Complete performance of such that part of the work as shall k that is not have been terminated by the Notice of Termination. 7.24.4 15.3 After receipt of the a Notice of Termination, ARTIST CONTRACTOR shall submit to COUNTY, in the form and with the certifications as may be prescribed by COUNTY, its final termination claim and invoicestatement. Such claim and invoice statement shall be submitted promptly, but not later than three (3) months from the effective date of termination. Upon failure of ARTIST CONTRACTOR to submit its termination claim and invoice statement within the time allowed, COUNTY may determine, -determine on the basis of the information available to COUNTY, the amount, if any, any due to ARTIST in COUNTY with respect to the termination and such determination shall be final. After such determination is made, CONTRACTOR shall. pay COUNTY shall pay ARTIST the amount so determined. 7.24.5 In 15.4 Subject to the event it is determined by COUNTY that ARTIST has been overcompensatedprovisions of the paragraph immediately above, COUNTY shall notify ARTIST of the overcompensation, and ARTIST must provide a written response within thirty (30) days of the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 COUNTY and ARTIST CONTRACTOR shall negotiate an equitable amount to be paid to ARTIST by reason COUNTY as a result of the total or partial termination of work pursuant to this paragraphSection. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up to the effective date of termination, and may include a reasonable allowance for CONTRACTOR'S profit on work done but shall not include an allowance on work terminated. COUNTY CONTRACTOR shall pay the agreed amount; subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement Contract as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. 7.24.7 Upon termination of this Agreement, ARTIST shall deliver to COUNTY all work completed or in progress, including all data, reports and deliverables within ten (10) business days after termination of this Agreement. Upon such termination COUNTY use of ARTIST’s copyrighted designs shall be subject to further agreement between the parties. 7.24.8 Upon termination of this Agreement, ARTIST shall comply with the provisions of Section 7.22, Records Retention and Inspection, herein above.

Termination for Convenience of the County. 7.24.1 7.25.1 Performance of services under this Agreement may be terminated by COUNTY in whole or in part when such action is deemed by COUNTY to be in its best interest. Termination of work shall be effected by delivery to ARTIST of a ten (10) calendar day prior written Notice of Termination specifying the extent to which the performance of work is terminated and the date upon which such termination becomes effective. 7.24.2 7.25.2 If, during the term of this Agreement, COUNTY funds appropriated for the purpose of this Agreement are reduced or eliminated, COUNTY may immediately terminate this Agreement upon written notice to ARTIST. 7.24.3 7.25.3 After receipt of the Notice of Termination and except as otherwise directed by COUNTY, ARTIST shall: 7.24.3.1 7.25.3.1 Immediately stop services under this Agreement on the date and to the extent specified in the Notice of Termination. 7.24.3.2 7.25.3.2 Complete performance of such part of the work as shall not have been terminated by the Notice of Termination. 7.24.4 7.25.4 After receipt of the Notice of Termination, ARTIST shall submit to COUNTY, in the form and with the certifications as may be prescribed by COUNTY, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from the effective date of termination. Upon failure of ARTIST to submit its termination claim and invoice within the time allowed, COUNTY may determine, on the basis of information available to COUNTY, the amount, if any, due to ARTIST in respect to the termination and such determination shall be final. After such determination is made, COUNTY shall pay ARTIST the amount so determined. 7.24.5 7.25.5 In the event it is determined by COUNTY that ARTIST has been overcompensated, COUNTY shall notify ARTIST of the overcompensation, and ARTIST must provide a written response within thirty (30) days of the receipt of such notice, including any refund that may be due COUNTY. 7.24.6 7.25.6 COUNTY and ARTIST shall negotiate an equitable amount to be paid to ARTIST by reason of the total or partial termination of work pursuant to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up to the effective date of termination, and may include a reasonable allowance for profit on work done but shall not include an allowance on work terminated. COUNTY shall pay the agreed amount; subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. 7.24.7 7.25.7 Upon termination of this Agreement, ARTIST shall deliver to COUNTY all work completed or in progress, including all data, reports and deliverables within ten (10) business days after termination of this Agreement. Upon such termination COUNTY use of ARTIST’s copyrighted designs shall be subject to further agreement between the parties. 7.24.8 7.25.8 Upon termination of this Agreement, ARTIST shall comply with the provisions of Section 7.227.24, Records Retention and Inspection, herein above.