Common use of Termination of Contract for Convenience Clause in Contracts

Termination of Contract for Convenience. 1. The County may terminate performance of the Work under the Contract in accordance with this clause in whole, or from time to time in part, whenever the County shall determine that termination is in the County’s best interest as solely determined by the County. Termination shall be effected by the County delivering to the Contractor notice of termination specifying the extent to which performance of the Work under the 2. After receiving a notice of termination under Section 1.13.G.1 above, and except as otherwise directed by the County, the Contractor shall: a. Stop Work under the Contract on the date and to the extent specified in the notice of termination; b. Place no further orders or subcontracts for materials, services, or facilities except as necessary to complete the portion of Work under the Contract which is not terminated; c. Terminate all orders and subcontracts to the extent that they relate to performance of Work terminated by the notice of termination; d. Assign to the County in the manner, at the times, and to the extent directed by the County, all right, title, and interest of the Contractor under orders and subcontracts so terminated. The County shall have the right, in its sole discretion, to settle or pay any or all claims arising out of termination of orders and subcontracts; x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with approval or ratification of the County to extent the County may require. The County’s approval or ratification shall be final for purposes of this Section 1.13.G of this Contract; f. Transfer title to the County, and deliver in the manner, at the times, and to the extent, if any, directed by the County, all fabricated or unfabricated parts, Work in process, completed Work, supplies, and all other material produced as part of, or acquired in connection with performance of, Work terminated by the notice of termination, and completed or partially completed drawings, specifications, information, and other property which, if the Project had been completed, would have been required to be furnished to the County; g. Use its best efforts to sell, in manner, at times, to extent, and at price or prices that the County directs or authorizes, any property of types referred to in Section 1.13.G.2.f above, but the Contractor shall not be required to extend credit to any purchaser, and may acquire any such property under conditions prescribed and at price or prices approved by the County. Proceeds of transfer or disposition shall be applied to reduce payments to be made by the County to the Contractor under the Contract or shall otherwise be credited to the price or cost of Work covered by the Contract or paid in such other manner as the County may direct; h. Complete performance of the part of the Work which was not terminated by the notice of termination; i. Take such action as may be necessary, or as the County may direct, to protect and preserve all property related to the Contract which is in the Contractor’s possession and in which the County has or may acquire interest. j. Deliver within three (3) business days to the County possession of the Work in its then condition, including but not limited to, all designs, engineering, project records, cost data of all types, and Drawings and Specifications. 3. After receipt of a notice of termination under Section 1.13.G.1, the Contractor shall submit to the County its termination claim, in form and with all certifications required by the Contract. The Contractor’s termination claim shall be submitted promptly, but in no event later than two (2) months from the effective date of the termination. The Contractor and the County may agree upon the whole or part of the amount or amounts to be paid to the Contractor because of a total or partial termination of Work under this Section. If the Contractor and the County fail to agree on the whole amount to be paid to the Contractor because of the termination of the Work under this Section 1.13.G, County’s liability to Contractor by reason of the termination shall be the total (without duplication of any items) of: a. The reasonable cost to Contractor, without profit, for all Work performed prior to the effective date of the termination, including Work done to secure the Project for termination. Reasonable cost may not exceed the applicable percentage completion values derived from the progress schedule and the schedule of values. Deductions shall be made for cost of materials to be retained by Contractor, cost of Work defectively performed, amounts realized by sale of materials, and for other appropriate credits against cost of Work. Reasonable cost will include reasonable allowance for Project overhead and general administrative overhead. When, in County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. b. When, in the County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. c. A reasonable allowance for profit on cost of Work performed as determined under Section 1.13.G.3.a provided that the Contractor establishes to the County’s satisfaction that the Contractor would have made a profit had the Project been completed. d. Reasonable costs to the Contractor of handling material returned to vendors, delivered to the County or otherwise disposed of as directed by the County. e. A reasonable allowance for the Contractor's internal administrative costs in preparing termination claim. f. The County shall have no obligation to pay the Contractor under this Section 1.13.G unless and until the Contractor provides the County with updated and acceptable as-builts and Project record documents for Work completed prior to termination. In no event shall the County be liable for costs incurred by the Contractor or Subcontractors after receipt of a notice of termination. Such non- recoverable costs include, but are not limited to, anticipated profits on Work not performed as of the date of termination, post-termination employee salaries, post-termination administrative expenses, post- termination overhead or unabsorbed overhead, surety costs of any type, costs of preparing and submitting the Contractor’s bid, attorney's fees of any type and all other costs relating to prosecution of claim or lawsuit. 4. In arriving at the amount due the Contractor under this clause there shall be deducted in whole or in the appropriate part(s) if the termination is partial: a. All unliquidated advances or other payments on account previously made to the Contractor, including without limitation all payments which are applicable to the terminated portion of the Contract, b. Any claim which the County may have against the Contractor in connection with the Contract, and c. The agreed price for, or proceeds of sale of, any materials, supplies, or other things kept by the Contractor or sold under provisions of Section 1.13.G, and not otherwise recovered by or credited to the County.

Termination of Contract for Convenience. 1. The County may terminate performance of the Work under the Contract in accordance with this clause in whole, or from time to time in part, whenever the County shall determine that termination is in the County’s best interest as solely determined by the County. Termination shall be effected by the County delivering to the Contractor notice of termination specifying the extent to which performance of the Work under thethe Contract is terminated, and the effective date of the termination. 2. After receiving a notice of termination under Section 1.13.G.1 above, and except as otherwise directed by the County, the Contractor shall: a. Stop Work under the Contract on the date and to the extent specified in the notice of termination; b. Place no further orders or subcontracts for materials, services, or facilities except as necessary to complete the portion of Work under the Contract which is not terminated; c. Terminate all orders and subcontracts to the extent that they relate to performance of Work terminated by the notice of termination; d. Assign to the County in the manner, at the times, and to the extent directed by the County, all right, title, and interest of the Contractor under orders and subcontracts so terminated. The County shall have the right, in its sole discretion, to settle or pay any or all claims arising out of termination of orders and subcontracts; x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with approval or ratification of the County to extent the County may require. The County’s approval or ratification shall be final for purposes of this Section 1.13.G of this Contract; f. Transfer title to the County, and deliver in the manner, at the times, and to the extent, if any, directed by the County, all fabricated or unfabricated parts, Work in process, completed Work, supplies, and all other material produced as part of, or acquired in connection with performance of, Work terminated by the notice of termination, and completed or partially completed drawings, specifications, information, and other property which, if the Project had been completed, would have been required to be furnished to the County; g. Use its best efforts to sell, in manner, at times, to extent, and at price or prices that the County directs or authorizes, any property of types referred to in Section 1.13.G.2.f above, but the Contractor shall not be required to extend credit to any purchaser, and may acquire any such property under conditions prescribed and at price or prices approved by the County. Proceeds of transfer or disposition shall be applied to reduce payments to be made by the County to the Contractor under the Contract or shall otherwise be credited to the price or cost of Work covered by the Contract or paid in such other manner as the County may direct; h. Complete performance of the part of the Work which was not terminated by the notice of termination; i. Take such action as may be necessary, or as the County may direct, to protect and preserve all property related to the Contract which is in the Contractor’s possession and in which the County has or may acquire interest. j. Deliver within three (3) business days to the County possession of the Work in its then condition, including but not limited to, all designs, engineering, project records, cost data of all types, and Drawings and Specifications. 3. After receipt of a notice of termination under Section 1.13.G.1, the Contractor shall submit to the County its termination claim, in form and with all certifications required by the Contract. The Contractor’s termination claim shall be submitted promptly, but in no event later than two (2) months from the effective date of the termination. The Contractor and the County may agree upon the whole or part of the amount or amounts to be paid to the Contractor because of a total or partial termination of Work under this Section. If the Contractor and the County fail to agree on the whole amount to be paid to the Contractor because of the termination of the Work under this Section 1.13.G, County’s liability to Contractor by reason of the termination shall be the total (without duplication of any items) of: a. The reasonable cost to Contractor, without profit, for all Work performed prior to the effective date of the termination, including Work done to secure the Project for termination. Reasonable cost may not exceed the applicable percentage completion values derived from the progress schedule and the schedule of values. Deductions shall be made for cost of materials to be retained by Contractor, cost of Work defectively performed, amounts realized by sale of materials, and for other appropriate credits against cost of Work. Reasonable cost will include reasonable allowance for Project overhead and general administrative overhead. When, in County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. b. When, in the County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. c. A reasonable allowance for profit on cost of Work performed as determined under Section 1.13.G.3.a provided that the Contractor establishes to the County’s satisfaction that the Contractor would have made a profit had the Project been completed. d. Reasonable costs to the Contractor of handling material returned to vendors, delivered to the County or otherwise disposed of as directed by the County. e. A reasonable allowance for the Contractor's internal administrative costs in preparing termination claim. f. The County shall have no obligation to pay the Contractor under this Section 1.13.G unless and until the Contractor provides the County with updated and acceptable as-builts and Project record documents for Work completed prior to termination. In no event shall the County be liable for costs incurred by the Contractor or Subcontractors after receipt of a notice of termination. Such non- recoverable costs include, but are not limited to, anticipated profits on Work not performed as of the date of termination, post-termination employee salaries, post-termination administrative expenses, post- termination overhead or unabsorbed overhead, surety costs of any type, costs of preparing and submitting the Contractor’s bid, attorney's fees of any type and all other costs relating to prosecution of claim or lawsuit. 4. In arriving at the amount due the Contractor under this clause there shall be deducted in whole or in the appropriate part(s) if the termination is partial: a. All unliquidated advances or other payments on account previously made to the Contractor, including without limitation all payments which are applicable to the terminated portion of the Contract, b. Any claim which the County may have against the Contractor in connection with the Contract, and c. The agreed price for, or proceeds of sale of, any materials, supplies, or other things kept by the Contractor or sold under provisions of Section 1.13.G, and not otherwise recovered by or credited to the County.

Termination of Contract for Convenience. ‌ 1. The County may terminate performance of the Work under the Contract in accordance with this clause in whole, or from time to time in part, whenever the County shall determine that termination is in the County’s best interest as solely determined by the County. Termination shall be effected by the County delivering to the Contractor notice of termination specifying the extent to which performance of the Work under thethe Contract is terminated, and the effective date of the termination. 2. After receiving a notice of termination under Section 1.13.G.1 above, and except as otherwise directed by the County, the Contractor shall: a. Stop Work under the Contract on the date and to the extent specified in the notice of termination;termination;‌ b. Place no further orders or subcontracts for materials, services, or facilities except as necessary to complete the portion of Work under the Contract which is not terminated; c. Terminate all orders and subcontracts to the extent that they relate to performance of Work terminated by the notice of termination;termination;‌ d. Assign to the County in the manner, at the times, and to the extent directed by the County, all right, title, and interest of the Contractor under orders and subcontracts so terminated. The County shall have the right, in its sole discretion, to settle or pay any or all claims arising out of termination of orders and subcontracts; x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with approval or ratification of the County to extent the County may require. The County’s approval or ratification shall be final for purposes of this Section 1.13.G of this Contract; f. Transfer title to the County, and deliver in the manner, at the times, and to the extent, if any, directed by the County, all fabricated or unfabricated parts, Work in process, completed Work, supplies, and all other material produced as part of, or acquired in connection with performance of, Work terminated by the notice of termination, and completed or partially completed drawings, specifications, information, and other property which, if the Project had been completed, would have been required to be furnished to the County; g. Use its best efforts to sell, in manner, at times, to extent, and at price or prices that the County directs or authorizes, any property of types referred to in Section 1.13.G.2.f above, but the Contractor shall not be required to extend credit to any purchaser, and may acquire any such property under conditions prescribed and at price or prices approved by the County. Proceeds of transfer or disposition shall be applied to reduce payments to be made by the County to the Contractor under the Contract or shall otherwise be credited to the price or cost of Work covered by the Contract or paid in such other manner as the County may direct; h. Complete performance of the part of the Work which was not terminated by the notice of termination; i. Take such action as may be necessary, or as the County may direct, to protect and preserve all property related to the Contract which is in the Contractor’s possession and in which the County has or may acquire interest. j. Deliver within three (3) business days to the County possession of the Work in its then condition, including but not limited to, all designs, engineering, project records, cost data of all types, and Drawings and Specifications. 3. After receipt of a notice of termination under Section 1.13.G.1, the Contractor shall submit to the County its termination claim, in form and with all certifications required by the Contract. The Contractor’s termination claim shall be submitted promptly, but in no event later than two (2) months from the effective date of the termination. The Contractor and the County may agree upon the whole or part of the amount or amounts to be paid to the Contractor because of a total or partial termination of Work under this Section. If the Contractor and the County fail to agree on the whole amount to be paid to the Contractor because of the termination of the Work under this Section 1.13.G, County’s liability to Contractor by reason of the termination shall be the total (without duplication of any items) of: a. The reasonable cost to Contractor, without profit, for all Work performed prior to the effective date of the termination, including Work done to secure the Project for termination. Reasonable cost may not exceed the applicable percentage completion values derived from the progress schedule and the schedule of values. Deductions shall be made for cost of materials to be retained by Contractor, cost of Work defectively performed, amounts realized by sale of materials, and for other appropriate credits against cost of Work. Reasonable cost will include reasonable allowance for Project overhead and general administrative overhead. When, in County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. b. When, in the County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. c. A reasonable allowance for profit on cost of Work performed as determined under Section 1.13.G.3.a provided that the Contractor establishes to the County’s satisfaction that the Contractor would have made a profit had the Project been completed. d. Reasonable costs to the Contractor of handling material returned to vendors, delivered to the County or otherwise disposed of as directed by the County.County.‌ e. A reasonable allowance for the Contractor's internal administrative costs in preparing termination claim. f. The County shall have no obligation to pay the Contractor under this Section 1.13.G unless and until the Contractor provides the County with updated and acceptable as-builts and Project record documents for Work completed prior to termination. In no event shall the County be liable for costs incurred by the Contractor or Subcontractors after receipt of a notice of termination. Such non- recoverable costs include, but are not limited to, anticipated profits on Work not performed as of the date of termination, post-termination employee salaries, post-termination administrative expenses, post- termination overhead or unabsorbed overhead, surety costs of any type, costs of preparing and submitting the Contractor’s bid, attorney's fees of any type and all other costs relating to prosecution of claim or lawsuit. 4. In arriving at the amount due the Contractor under this clause there shall be deducted in whole or in the appropriate part(s) if the termination is partial: a. All unliquidated advances or other payments on account previously made to the Contractor, including without limitation all payments which are applicable to the terminated portion of the Contract, b. Any claim which the County may have against the Contractor in connection with the Contract, andand‌ c. The agreed price for, or proceeds of sale of, any materials, supplies, or other things kept by the Contractor or sold under provisions of Section 1.13.G, and not otherwise recovered by or credited to the County.

Termination of Contract for Convenience. ‌ 1. The County may terminate performance of the Work under the Contract in accordance with this clause in whole, or from time to time in part, whenever the County shall determine that termination is in the County’s best interest as solely determined by the County. Termination shall be effected by the County delivering to the Contractor notice of termination specifying the extent to which performance of the Work under thethe Contract is terminated, and the effective date of the termination. 2. After receiving a notice of termination under Section 1.13.G.1 above, and except as otherwise directed by the County, the Contractor shall: a. Stop Work under the Contract on the date and to the extent specified in the notice of termination;termination;‌ b. Place no further orders or subcontracts for materials, services, or facilities except as necessary to complete the portion of Work under the Contract which is not terminated; c. Terminate all orders and subcontracts to the extent that they relate to performance of Work terminated by the notice of termination;termination;‌ d. Assign to the County in the manner, at the times, and to the extent directed by the County, all right, title, and interest of the Contractor under orders and subcontracts so terminated. The County shall have the right, in its sole discretion, to settle or pay any or all claims arising out of termination of orders and subcontracts; x. Xxxxxx all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with approval or ratification of the County to extent the County may require. The County’s approval or ratification shall be final for purposes of this Section 1.13.G of this Contract; f. Transfer title to the County, and deliver in the manner, at the times, and to the extent, if any, directed by the County, all fabricated or unfabricated parts, Work in process, completed Work, supplies, and all other material produced as part of, or acquired in connection with performance of, Work terminated by the notice of termination, and completed or partially completed drawings, specifications, information, and other property which, if the Project had been completed, would have been required to be furnished to the County; g. Use its best efforts to sell, in manner, at times, to extent, and at price or prices that the County directs or authorizes, any property of types referred to in Section 1.13.G.2.f above, but the Contractor shall not be required to extend credit to any purchaser, and may acquire any such property under conditions prescribed and at price or prices approved by the County. Proceeds of transfer or disposition shall be applied to reduce payments to be made by the County to the Contractor under the Contract or shall otherwise be credited to the price or cost of Work covered by the Contract or paid in such other manner as the County may direct; h. Complete performance of the part of the Work which was not terminated by the notice of termination; i. Take such action as may be necessary, or as the County may direct, to protect and preserve all property related to the Contract which is in the Contractor’s possession and in which the County has or may acquire interest. j. Deliver within three (3) business days to the County possession of the Work in its then condition, including but not limited to, all designs, engineering, project records, cost data of all types, and Drawings and Specifications. 3. After receipt of a notice of termination under Section 1.13.G.1, the Contractor shall submit to the County its termination claim, in form and with all certifications required by the Contract. The Contractor’s termination claim shall be submitted promptly, but in no event later than two (2) months from the effective date of the termination. The Contractor and the County may agree upon the whole or part of the amount or amounts to be paid to the Contractor because of a total or partial termination of Work under this Section. If the Contractor and the County fail to agree on the whole amount to be paid to the Contractor because of the termination of the Work under this Section 1.13.G, County’s liability to Contractor by reason of the termination shall be the total (without duplication of any items) of: a. The reasonable cost to Contractor, without profit, for all Work performed prior to the effective date of the termination, including Work done to secure the Project for termination. Reasonable cost may not exceed the applicable percentage completion values derived from the progress schedule and the schedule of values. Deductions shall be made for cost of materials to be retained by Contractor, cost of Work defectively performed, amounts realized by sale of materials, and for other appropriate credits against cost of Work. Reasonable cost will include reasonable allowance for Project overhead and general administrative overhead. When, in County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. b. When, in the County’s opinion, the cost of any item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, reasonable cost to be allowed will be the estimated reasonable cost of performing the Work in compliance with requirements of the Contract and excessive actual cost shall be disallowed. c. A reasonable allowance for profit on cost of Work performed as determined under Section 1.13.G.3.a provided that the Contractor establishes to the County’s satisfaction that the Contractor would have made a profit had the Project been completed. d. Reasonable costs to the Contractor of handling material returned to vendors, delivered to the County or otherwise disposed of as directed by the County. e. A reasonable allowance for the Contractor's internal administrative costs in preparing termination claim. f. The County shall have no obligation to pay the Contractor under this Section 1.13.G unless and until the Contractor provides the County with updated and acceptable as-builts and Project record documents for Work completed prior to termination. In no event shall the County be liable for costs incurred by the Contractor or Subcontractors after receipt of a notice of termination. Such non- recoverable costs include, but are not limited to, anticipated profits on Work not performed as of the date of termination, post-termination employee salaries, post-termination administrative expenses, post- termination overhead or unabsorbed overhead, surety costs of any type, costs of preparing and submitting the Contractor’s bid, attorney's fees of any type and all other costs relating to prosecution of claim or lawsuit. 4. In arriving at the amount due the Contractor under this clause there shall be deducted in whole or in the appropriate part(s) if the termination is partial: a. All unliquidated advances or other payments on account previously made to the Contractor, including without limitation all payments which are applicable to the terminated portion of the Contract, b. Any claim which the County may have against the Contractor in connection with the Contract, and c. The agreed price for, or proceeds of sale of, any materials, supplies, or other things kept by the Contractor or sold under provisions of Section 1.13.G, and not otherwise recovered by or credited to the County.