Common use of Termination for Owner's Convenience Clause in Contracts

Termination for Owner's Convenience. (a) Owner may, upon written notice to Contractor, at any time, terminate the Work, in whole or in part, in accordance with the terms set forth below, and Contractor shall immediately cease the Work in the manner and to the extent specified below, provided Owner is not in default under this Contract, and further provided Owner does not award to another Contractor all or a portion of the Work terminated under this Article 26.1 (Termination for Owner's Convenience) within one (1) year after such termination. (b) In the event of partial termination of the Work in accordance with this Article 26.1 (Termination for Owner's Convenience), Owner's notice of termination will specify the portion of the Work terminated and the remaining provisions of this Article 26.1 (Termination for Owner's Convenience) shall apply to such terminated portion. All other portions of the Work shall continue unaffected. (c) Upon receipt of a notice of termination, as provided in paragraph (a) above, Contractor shall take the following actions: (1) stop Work under this Contract on the date and to the extent specified in the notice of termination, except those services that are reasonably necessary to be provided in connection with a termination of this Contract; (2) place no further orders or Subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated; (3) terminate Subcontracts to the extent they relate to the performance of the Work terminated; (4) settle all outstanding liabilities and all claims arising out of any termination of Subcontracts for materials, services, or facilities provided Owner pays amounts due under paragraph (d) below; (5) take such action as may be reasonably necessary, or as Owner may direct, for the protection and preservation of the property related to this Contract that is in the possession of Contractor or any Subcontractor and in which Owner has or may acquire an interest: (6) complete wind-down activities in all Cities within thirty (30) Calendar Days of the effective date of termination; and (7) complete all wind-down activities at Contractor's headquarters within sixty (60) Calendar Days after the effective date of termination. (d) In the event of termination under this Article 26.1 (Termination for Owner's Convenience), Contractor shall be entitled to payment of the following amounts: (i) (A) all unpaid amounts hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to the percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) ten percent (10%) of those Milestones completed for the following Disciplines: Program Management, Construction Management, RF Engineering, Zoning, and Architecture and Engineering; and (D) any and all reasonable wind-down expenses incurred by Contractor as a result of early termination, including costs associated with removing Contractor's employees from markets, including early lease (e.g., office space, housing, equipment, etc.) termination fees, other costs associated with terminating Subcontractor and other supplier agreements, the costs of transportation back to the employee's home location, employment related costs related to the termination of any employee specifically hired by Contractor to support the Project who is terminated by Contractor solely due to the termination of this Contract and Contractor's efforts in performing the foregoing wind-down activities, such efforts to be charged in accordance with the Default Pricing for Contractor services set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria) and (iii) interest on any payment not made when required to be made hereunder. In no event shall the amounts payable pursuant to this Article 26.1 (Termination for Owner's Convenience) exceed the Contract Sum less amounts paid prior to termination. (e) Contractor shall submit an invoice to Owner for amounts due under this Article 26.1 (Termination for Owner's Convenience) on a monthly basis, provided Contractor shall use best efforts to invoice for all amounts due under this Article 26.1 within sixty (60) Calendar Days after the effective date of termination. No invoices shall be submitted later than one hundred eighty (180) Calendar Days after the effective date of termination. The amounts payable by Owner under this Article 26.1 (Termination for Owner's Convenience) shall be verified at Owner's request and expense by a nationally recognized firm of certified public accountants appointed by Owner and reasonably acceptable to Contractor. In the event Owner does not notify Contractor in writing that it disputes the amount specified in Contractor's invoice within thirty (30) Calendar Days after receipt thereof, Owner shall be deemed to have accepted such invoice. Contractor shall be entitled to payment by Owner of undisputed amounts in such invoice within fifteen (15) Business Days after Owner's receipt of the invoice. Disputed amounts shall be subject to Article 5.8 (Withholding of Payments). Payment of such amount by any Financing Entity on behalf of Owner shall relieve Owner from its obligation to make such payment. (f) Payment of the amount payable by Owner to Contractor pursuant to paragraph (d) above shall constitute a total discharge of Owner's liabilities to Contractor for termination pursuant to this Article 26.1 (Termination for Owner's Convenience). (g) Upon payment in full of all amounts outstanding under this Contract, Owner may require Contractor immediately to transfer to Owner in the manner and to the extent directed by Owner, title to and possession of any items comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories, Subcontracts and associated warranties). Contractor shall, upon direction of Owner and at Owner's expense, use commercially reasonable efforts to protect and preserve property in the possession of Contractor or its Subcontractors in which Owner has an interest and shall facilitate access to and possession by Owner of items comprising all or part of the Work terminated, such expenses to be reimbursed at the Default Pricing set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria). In the event Owner neither takes possession nor directs Contractor to protect and preserve the Work, Owner shall be responsible for costs reasonably incurred by Contractor in storing the Work. Upon Owner's request, Contractor shall make a reasonable, good-faith effort to sell such items and to remit any sales proceeds to Owner, less a deduction for costs of disposition reasonably incurred by Contractor for such efforts provided the selling price shall be subject to Owner's prior written approval.

Termination for Owner's Convenience. (a) Owner may, upon written notice to Contractor, at any time, terminate the Work, in whole or in part, in accordance with the terms set forth below, and Contractor shall immediately cease the Work in the manner and to the extent specified below, provided Owner is not in default under this Contract, and further provided Owner does not award to another Contractor all or a portion of the Work terminated under this Article 26.1 (Termination for Owner's Convenience) within one (1) year after such termination. (b) In the event of partial termination of the Work in accordance with this Article 26.1 (Termination for Owner's Convenience), Owner's notice of termination will specify the portion of the Work terminated and the remaining provisions of this Article 26.1 (Termination for Owner's Convenience) shall apply to such terminated portion. All other portions of the Work shall continue unaffected. (c) Upon receipt of a notice of termination, as provided in paragraph (a) above, Contractor shall take the following actions: (1) stop Work under this Contract on the date and to the extent specified in the notice of termination, except those services that are reasonably necessary to be provided in connection with a termination of this Contract; (2) place no further orders or Subcontracts for materials, services, or facilities to the extent they relate to the performance of the Work terminated; (3) terminate Subcontracts to the extent they relate to the performance of the Work terminated; (4) settle all outstanding liabilities and all claims arising out of any termination of Subcontracts for materials, services, or facilities provided Owner pays amounts due under paragraph (d) below; (5) take such action as may be reasonably necessary, or as Owner may direct, for the protection and preservation of the property related to this Contract that is in the possession of Contractor or any Subcontractor and in which Owner has or may acquire an interest: (6) complete wind-down activities in all Cities within thirty (30) Calendar Days of the effective date of termination; and (7) complete all wind-down activities at Contractor's headquarters within sixty (60) Calendar Days after the effective date of termination. (d) In the event of termination under this Article 26.1 (Termination for Owner's Convenience), Contractor shall be entitled to payment of the following amounts: (i) (A) all unpaid amounts hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to the percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) ten percent (10%) of those Milestones completed for the following Disciplines: Program Management, Construction Management, RF Engineering, Zoning, and Architecture and Engineering; and (D) any and all reasonable wind-down expenses incurred by Contractor as a result of early termination, including costs associated with removing Contractor's employees from markets, including early lease (e.g., office space, housing, equipment, etc.) termination fees, other costs associated with terminating Subcontractor and other supplier agreements, the costs of transportation back to the employee's home location, employment related costs related to the termination of any employee specifically hired by Contractor to support the Project who is terminated by Contractor solely due to the termination of this Contract and Contractor's efforts in performing the foregoing wind-down activities, such efforts to be charged in accordance with the Default Pricing for Contractor services set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria) and (iii) interest on any payment not made when required to be made hereunder. In no event shall the amounts payable pursuant to this Article 26.1 (Termination for Owner's Convenience) exceed the Contract Sum less amounts paid prior to termination. (e) Contractor shall submit an invoice to Owner for amounts due under this Article 26.1 (Termination for Owner's Convenience) on a monthly basis, provided Contractor shall use best efforts to invoice for all amounts due under this Article 26.1 within sixty (60) Calendar Days after the effective date of termination. No invoices shall be submitted later than one hundred eighty (180) Calendar Days after the effective date of termination. The amounts payable by Owner under this Article 26.1 (Termination for Owner's Convenience) shall be verified at Owner's request and expense by a nationally recognized firm of certified public accountants appointed by Owner and reasonably acceptable to Contractor. In the event Owner does not notify Contractor in writing that it disputes the amount specified in Contractor's invoice within thirty (30) Calendar Days after receipt thereof, Owner shall be deemed to have accepted such invoice. Contractor shall be entitled to payment by Owner of undisputed amounts in such invoice within fifteen (15) Business Days after Owner's receipt of the invoice. Disputed amounts shall be subject to Article 5.8 (Withholding of Payments). Payment of such amount by any Financing Entity on behalf of Owner shall relieve Owner from its obligation to make such payment. (f) Payment of the amount payable by Owner to Contractor pursuant to paragraph (d) above shall constitute a total discharge of Owner's liabilities to Contractor for termination pursuant to this Article 26.1 (Termination for Owner's Convenience). (g) Upon payment in full of all amounts outstanding under this Contract, Owner may require Contractor immediately to transfer to Owner in the manner and to the extent directed by Owner, title to and possession of any items comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories, Subcontracts and associated warranties). Contractor shall, upon direction of Owner and at Owner's expense, use commercially reasonable efforts to protect and preserve property in the possession of Contractor or its Subcontractors in which Owner has an interest and shall facilitate access to and possession by Owner of items comprising all or part of the Work terminated, such expenses to be reimbursed at the Default Pricing set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria). In the event Owner neither takes possession nor directs Contractor to protect and preserve the Work, Owner shall be responsible for costs reasonably incurred by Contractor in storing the Work. Upon Owner's request, Contractor shall make a reasonable, good-faith effort to sell such items and to remit any sales proceeds to Owner, less a deduction for costs of disposition reasonably incurred by Contractor for such efforts provided the selling price shall be subject to Owner's prior written approval.