Termination; Suspension. If Designer/Builder fails to perform Designer/Builder’s material duties as required by this Contract, or if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have the right to terminate this Contract, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date of termination, custom fabricated materials, reasonable demobilization costs, and rental costs for equipment that Designer/Builder cannot mitigate with diligent efforts. In the event that District terminates this Contract as provided in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.
Appears in 3 contracts
Samples: Master Contract for Design and Construction of Solar Power Generation Systems, Master Contract for Design and Construction of Solar Power Generation Systems, Master Contract for Design and Construction of Solar Power Generation Systems
Termination; Suspension. 10.1. If Designer/Builder Contractor fails to perform Designer/BuilderContractor’s material duties as required by this Contract, or if Designer/Builder Contractor fails to fulfill in a timely and professional manner Designer/BuilderContractor’s material obligations under this Contract, or if Designer/Builder Contractor shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have the right to terminate this Contract, in whole or in part, unless either: :
10.1.1. Such failures and violations are caused by the District; or or
10.1.2. Such failures and violations are cured by Designer/Builder Contractor to the District’s reasonable satisfaction within fourteen (14) days after Designer/BuilderContractor’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder Contractor has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder Contractor shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder Contractor may invoice District for all Work performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/BuilderContractor’s actions, errors, or omissions that caused the District to terminate the Contract.
10.2. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder Contractor may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date of termination, custom fabricated materials, reasonable demobilization costs, and rental costs for equipment that Designer/Builder Contractor cannot mitigate with diligent efforts. In the event that District terminates this Contract as provided in this subsection and there are no known potential claims related to Designer/BuilderContractor’s Work, District shall, within fourteen (14) days after the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/BuilderContractor’s Work performed until the date of termination.
10.3. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination.
10.4. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder Contractor shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder Contractor shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/BuilderContractor’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/BuilderContractor’s Services.
Appears in 1 contract
Samples: Design Build Contract
Termination; Suspension. 5.1. If Designer/Builder fails to perform Designer/Builder’s material duties as required by this Contract, or if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have the right to terminate this Contract, in whole or in part, unless either:
5.1.1. Such failures and violations are caused by the District; or District or
5.1.2. Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after of written notice by the District thereof to the Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Design-Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District for all Work Services performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the ContractDesigner/Builder.
5.2. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to until the effective date of termination, custom fabricated materials, reasonable demobilization costs, and rental costs for equipment that Designer/Builder cannot mitigate with diligent efforts. In the event that District terminates this Contract as provided in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination.
5.3. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination.
5.4. The Designer/Builder has the right to terminate this Contract if the District does not fulfill its material obligations under this Contract unless either
5.5. Designer/Builder caused such failures and violations, or
5.5.1. Such failures and violations are cured by District within fourteen (14) days of written notice by the Designer/Builder thereof to the District; provided, that if a cure cannot be effected within fourteen (14) days and District has commenced a cure within such period of time and continues diligent pursuit of such cure, the District shall have a reasonable period to complete such cure. Designer/Builder may invoice District and District shall pay all undisputed invoice(s) for Services performed until the Designer/Builder’s notice of termination.
5.6. The District has the right to suspend or terminatesuspend, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP the Project for more than one hundred and twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted adjusted, and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.. If the District suspends the Project for more than two
Appears in 1 contract
Samples: Contract for Energy Efficiency Design / Build Services
Termination; Suspension. ____Frances Sawyer___
a) If Designer/Builder either party to this Agreement fails to substantially perform Designer/Builderin accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement (the “Defaulting Party”), then the non-defaulting party, after giving seven (7) days’ notice to the Defaulting Party of the alleged default, and upon the Defaulting Party’s material duties as required by this Contractfailure to cure said breach within said seven (7) days, or if Designer/Builder fails may initiate the dispute resolution process outlined in Paragraph (11) below. However, Consultant shall continue to fulfill provide the Services in a timely and professional expeditious manner Designer/Builder’s material obligations during all disputes, actions or claims that are subject to Paragraph (11) below, unless this Agreement is terminated under Subparagraphs (b) or (c) below (or as otherwise agreed between Consultant and Owner in writing).
b) Notwithstanding Subparagraph (a) above, Owner may terminate this Agreement at any time and for any reason with seven (7) calendar days’ prior written notice to Consultant. On termination of this Agreement by Owner under this Contractparagraph, or if Designer/Builder Owner shall violate any of the material terms or provisions of this Contractpay to Consultant as payment in full for all labor, work and services performed, all materials supplied, and any such failure is not excused expenses incurred by Consultant as follows: (i) the terms of this Contract, the District shall have the right to terminate this Contract, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District agreed compensation for all Work Services and approved Additional Services actually performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed by Consultant under this Agreement up to the effective date of termination, custom fabricated materialsplus (ii) the amount of all reimbursable expenses (i.e., reasonable demobilization costsexpenses for which Owner has agreed to reimburse Consultant as set forth in Exhibit A) incurred by Consultant up to the effective date of termination for which Owner had not yet reimbursed Consultant before the effective date of termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and rental costs deliver to Owner true and complete copies of Consultant's work product and final unconditional lien release(s) of all lien rights for equipment itself and any person, firm or entity with whom it has contracted for the performance of the Services (including any Additional Services) hereunder. As used herein, the “effective date of termination” shall be that Designer/Builder cannot mitigate with diligent efforts. In date which is seven (7) calendar days after Consultant's receipt of the event that District terminates this Contract as provided in this subsection notice of termination.
c) Notwithstanding Subparagraphs (a) and there are (b) above, if Owner, through no known potential claims related fault of Consultant, fails to Designer/Builder’s Work, District shall, pay Consultant within fourteen seven (147) days after the date established for payment under this Agreement, Consultant shall have the right to terminate this Agreement upon seven (7) additional days written notice to Owner and Owner’s failure to cure said breach within the seven (7) day cure period. In the event of terminationtermination by Consultant, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the “effective date of termination. Except as indicated in this Article, termination ” shall have no effect upon any be that date which is seven (7) day days after Owner’s receipt of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Servicestermination.
Appears in 1 contract
Samples: Professional Services
Termination; Suspension. If Designer/Builder fails to perform Designer/Builder’s material duties as required by this Contract, or if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have (a) Buyer reserves the right to terminate this ContractPurchase Order, in whole or in partany part of it, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of for Buyer s sole convenience, upon written notice thereof from to Seller.
(b) If the District; providedGoods are manufactured or fabricated to Buyer s unique specifications and specifically prepared for Buyer pursuant to a Purchase Order (collectively, that if Specialty Goods), Seller shall stop all work hereunder immediately following a cure cannot be effected within such fourteen (14) days termination by Xxxxx, and Designer/Builder has commenced a cure within such period Seller shall immediately terminate all suppliers’ and subcontractors’ contracts for performance hereunder. In full compensation for termination under this Section and only in the case of time and continues diligent pursuit of such cureSpecialty Goods, the Designer/Builder Buyer shall have pay Seller a reasonable period termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to complete such cure a percentage of the price of the Specialty Goods (as shown in the applicable Purchase Order) reflecting the percentage of the work performed prior to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Buyer, shall have in no event exceed the right to withhold payment and deduct total purchase price under the applicable Purchase Order. Seller shall not be paid for the following: (i) any amounts equal to the District’s costs because work done after receipt of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date such notice of termination, custom fabricated materials, reasonable demobilization costs, (ii) any costs incurred by Seller s suppliers or subcontractors which Seller could reasonably have avoided; and rental (iii) any costs incurred by Seller for equipment that Designer/Builder canany goods for which Buyer has not mitigate with diligent effortsissued a Purchase Order. In the event that District terminates this Contract as provided performing hereunder, Seller shall not act in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date anticipation of a notice of termination, release without prior written authorization from Buyer. Notwithstanding the Performance above, in no event, shall Buyer pay any termination charges for standard stock merchandise or catalog items that are new and Payment Bondsin saleable condition.
(c) Upon Buyer's written request, although and upon expiration or other termination of the Surety Purchase Order; Seller shall: (i) preserve, protect, and if so requested, transfer title to and deliver to Buyer, materials on Performance hand and Payment Bonds work in progress, both in Seller s and in its suppliers' plants or other facilities, and intellectual property (including licenses) purchased by Buyer, and (ii) transfer to Buyer all applicable government permits.
(d) Following termination, Seller shall remain liable as indicated herein be entitled for payment for all Designer/Builder’s Work performed until the date Services rendered prior to Buyer s notice of termination. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.
Appears in 1 contract
Samples: Purchase Order
Termination; Suspension. If Designer/Builder fails 18.1 Termination by us
a) Under normal circumstances provide you have completed the minimum term of your Contract we can terminate your Contract and disconnect your Service at any time after we give you 30 days’-notice of our intention to perform Designer/Builder’s material duties as required by this Contractdo so.
b) We may terminate your Contract immediately, or without liability if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the following circumstances apply to you or any of your Contracts or Services: i you fail to pay us any money that is due; ii you die or become bankrupt, insolvent or subject to a winding-up order or similar insolvency event or if we have a reasonable belief that we are unlikely to receive or retain payments for amounts due and payable by you under the Contract; iii you threaten not to pay us money that you owe us, or will owe us in the future; iv you cause to be reversed any Direct Debit or credit card payment to us (except with our prior written agreement); v you are in material terms breach of your Contract; vi we are unavoidably required to do so by legislative or provisions regulatory requirements, the order of this Contracta court or lawful direction of a competent authority; vii we supply you with a mobile telecommunications Service and it is Non-Tolling for three months; viii you become insolvent; ix we reasonably believe that you have vacated your Premises without notice to us; x we reasonably consider that it is desirable to do so to facilitate Network maintenance or to protect the Network from harm; xi it becomes technically infeasible for us to continue Service; xii you use a Service in a way that places unreasonable demands on our Network; xiii we are unable to obtain access to your Premises as required to provide, maintain or repair the Service; xiv there is an emergency that warrants it; xv you have told us that you no longer require the Service; xvi if we reasonably suspect fraud or attempted fraud involving the Service; xvii we become entitled to suspend the Service, and the suspension continues for more than a month; xviii you breach your Customer Agreement, including terms relating to your use of the Service or any such failure is not excused by the terms of this ContractAcceptable Use Policy, the District shall have the right to terminate this Contract, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure breach cannot be effected remedied; xix you breach your Customer Agreement, including terms relating to your use of the Service or any Acceptable Use Policy, and that breach can be remedied, but you do not remedy that breach within such fourteen (14) 30 days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event receipt of a termination pursuant notice from us requiring the breach to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errorsbe remedied; xx you are, or omissions that caused become, a carrier or carriage service provider under the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District Telecommunications Act (and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date of termination, custom fabricated materials, reasonable demobilization costs, and rental costs for equipment that Designer/Builder canwe did not mitigate with diligent efforts. In the event that District terminates this Contract as provided in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted agree to provide for expenses incurred associated you with the suspension and Service despite that); or xxi in the resumption of the Designer/Builder’s Servicesany other circumstances stated elsewhere in our Customer Agreement.
Appears in 1 contract
Samples: Customer Agreement
Termination; Suspension. a) If Designer/Builder either party to this Agreement fails to substantially perform Designer/Builderin accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement (the “Defaulting Party”), then the non-defaulting party, after giving seven (7) days’ notice to the Defaulting Party of the alleged default, and upon the Defaulting Party’s material duties as required by this Contractfailure to cure said breach within said seven (7) days, or if Designer/Builder fails may initiate the dispute resolution process outlined in Paragraph 11) below. However, Consultant shall continue to fulfill provide the Services in a timely and professional expeditious manner Designer/Builder’s material obligations during all disputes, actions or claims that are subject to Paragraph 11) below, unless this Agreement is terminated under Subparagraphs (b) or (c) below (or as otherwise agreed between Consultant and City in writing).
b) Notwithstanding Subparagraph (a) above, City may terminate this Agreement at any time and for any reason with seven (7) calendar days’ prior written notice to Consultant. On termination of this Agreement by City under this Contractparagraph, or if Designer/Builder City shall violate any of the material terms or provisions of this Contractpay to Consultant as payment in full for all labor, work and services performed, all materials supplied, and any such failure is not excused expenses incurred by Consultant as follows: (i) the terms of this Contract, the District shall have the right to terminate this Contract, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District agreed compensation for all Work Services and approved Additional Services actually performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed by Consultant under this Agreement up to the effective date of termination, custom fabricated materialsplus (ii) the amount of all reimbursable expenses (i.e., reasonable demobilization costsexpenses for which City has agreed to reimburse Consultant as set forth in Exhibit B) incurred by Consultant up to the effective date of termination for which City had not yet reimbursed Consultant before the effective date of termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and rental costs deliver to City true and complete copies of Consultant's work product and final unconditional lien release(s) of all lien rights for equipment itself and any person, firm or entity with whom it has contracted for the performance of the Services (including any Additional Services) hereunder. As used herein, the “effective date of termination” shall be that Designer/Builder cannot mitigate with diligent efforts. In date which is seven (7) calendar days after Consultant's receipt of the event that District terminates this Contract as provided in this subsection notice of termination.
c) Notwithstanding Subparagraphs (a) and there are (b) above, if City, through no known potential claims related fault of Consultant, fails to Designer/Builder’s Work, District shall, pay Consultant within fourteen seven (147) days after the date of terminationestablished for payment under this Agreement, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination Consultant shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices terminate this Agreement upon seven (7) additional days written notice to Proceed issued for City and City’s failure to cure said breach within the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.seven
Appears in 1 contract
Samples: Professional Services
Termination; Suspension. If Designer/Builder fails (a) Notwithstanding any language to perform Designer/Builder’s material the contrary contained herein, if Customer is in default under this Agreement and continues to be in default for a period of thirty (30) days after receipt of written notice to cure said default (or, if such default cannot reasonably be cured within such thirty (30) day period, such longer period as is reasonably necessary to effect such cure provided Customer commences such cure promptly and diligently pursues such cure continuously thereafter), EnergySolutions may, at its sole discretion:
(1) waive any such default on such terms as EnergySolutions shall determine;
(2) suspend further performance by EnergySolutions under this Agreement until such default is cured or waived; or
(3) terminate this Agreement; provided that EnergySolutions shall have no right to terminate this Agreement at any time when EnergySolutions controls or has a right to control Zion Solutions by reason of the ownership of a controlling equity interest in Zion Solutions or the appointment of a majority of the members of the board of directors or board of managers of Zion Solutions.
(b) Customer may terminate this Agreement by notice in writing in the event that EnergySolutions is in default of this Agreement and continues to be in default for a period of thirty (30) days after receipt of written notice to cure said default (or, if such default cannot reasonably be cured within such thirty (30) day period, such longer period as is reasonably necessary to effect such cure provided EnergySolutions commences such cure promptly and diligently pursues such cure continuously thereafter); provided that Customer shall have no right to terminate this Agreement at an time when EnergySolutions controls or has a right to control Zion Solutions by reason of the ownership of a controlling equity interest in Zion Solutions or the appointment of a majority of the members of the board of directors or board of managers of Zion Solutions.
(c) The termination of this Agreement shall not terminate duties as required by this Contractof Customer to EnergySolutions, or if Designer/Builder fails duties of EnergySolutions to fulfill Customer, including its obligations as to Non-Conforming Waste Material as specified in a timely and professional manner Designer/Builder’s material obligations under this ContractParagraph 4, or if Designer/Builder shall violate payment of any of the material terms or provisions of this Contract, and any such failure is not excused by amounts owed pursuant to the terms of this ContractAgreement, and the District shall have the right duty to terminate this Contract, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination maintain information confidential pursuant to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date of termination, custom fabricated materials, reasonable demobilization costs, and rental costs for equipment that Designer/Builder cannot mitigate with diligent efforts. In the event that District terminates this Contract as provided in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s ServicesParagraph 19.
Appears in 1 contract
Termination; Suspension. a) If Designer/Builder either party to this Agreement fails to substantially perform Designer/Builderin accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement (the “Defaulting Party”), then the non-defaulting party, after giving seven (7) days’ notice to the Defaulting Party of the alleged default, and upon the Defaulting Party’s material duties as required by this Contractfailure to cure said breach within said seven (7) days, or if Designer/Builder fails may initiate the dispute resolution process outlined in Paragraph 11) below. However, Consultant shall continue to fulfill provide the Services in a timely and professional expeditious manner Designer/Builder’s material obligations during all disputes, actions or claims that are subject to Paragraph 11) below, unless this Agreement is terminated under Subparagraphs (b) or (c) below (or as otherwise agreed between Consultant and District in writing).
b) Notwithstanding Subparagraph (a) above, District may terminate this Agreement at any time and for any reason with seven (7) calendar days’ prior written notice to Consultant. On termination of this Agreement by District under this Contractparagraph, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have the right to terminate this Contract, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal to the District’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay to Consultant as payment in full for all undisputed invoice(slabor, work and services performed, all materials supplied, and expenses incurred by Consultant as follows: (i) the agreed compensation for recoverable costs for Work all Services and approved Additional Services actually performed by Consultant under this Agreement up to the effective date of termination, custom fabricated materialsplus (ii) the amount of all reimbursable expenses (i.e., reasonable demobilization costsexpenses for which District has agreed to reimburse Consultant as set forth in Exhibit C) incurred by Consultant up to the effective date of termination for which District had not yet reimbursed Consultant before the effective date of termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and rental costs deliver to District true and complete copies of Consultant's work product and final unconditional lien release(s) of all lien rights for equipment itself and any person, firm or entity with whom it has contracted for the performance of the Services (including any Additional Services) hereunder. As used herein, the “effective date of termination” shall be that Designer/Builder cannot mitigate with diligent efforts. In date which is seven (7) calendar days after Consultant's receipt of the event that District terminates this Contract as provided in this subsection notice of termination.
c) Notwithstanding Subparagraphs (a) and there are (b) above, if District, through no known potential claims related fault of Consultant, fails to Designer/Builder’s Work, District shall, pay Consultant within fourteen seven (147) days after the date of terminationestablished for payment under this Agreement, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination Consultant shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.terminate this Agreement upon seven
Appears in 1 contract
Samples: Professional Services
Termination; Suspension. If Designer/Builder fails to perform Designer/Builder’s material duties as required by this Contract, or if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have a. Buyer reserves the right to terminate this ContractPurchase Order, in whole or in partany part of it, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the Districtfor Buyer’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of sole convenience, upon written notice thereof from to Seller.
b. If the District; providedGoods are manufactured or fabricated to Buyer’s unique specifications and specifically prepared for Buyer pursuant to a Purchase Order (collectively, that if Specialty Goods), Seller shall stop all work hereunder immediately following a cure cannot be effected within such fourteen (14) days termination by Xxxxx, and Designer/Builder has commenced a cure within such period Seller shall immediately terminate all suppliers' and subcontractors' contracts for performance hereunder. In full compensation for termination under this Section and only in the case of time and continues diligent pursuit of such cureSpecialty Goods, the Designer/Builder Buyer shall have pay Seller a reasonable period termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to complete such cure a percentage of the price of the Specialty Goods (as shown in the applicable Purchase Order) reflecting the percentage of the work performed prior to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Buyer, shall have in no event exceed the right to withhold payment and deduct total purchase price under the applicable Purchase Order. Seller shall not be paid for the following. (i) any amounts equal to the District’s costs because work done after receipt of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date such notice of termination, custom fabricated materials, reasonable demobilization costs, (ii) any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided; and rental (iii) any costs incurred by Seller for equipment that Designer/Builder canany goods for which Buyer has not mitigate with diligent effortsissued a Purchase Order. In the event that District terminates this Contract as provided performing hereunder, Seller shall not act in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date anticipation of a notice of termination, release without prior written authorization from Buyer. Notwithstanding the Performance above, in no event, shall Buyer pay any termination charges for standard stock merchandise or catalog items that are new and Payment Bondsin saleable condition.
c. Upon Xxxxx's written request, although and upon expiration or other termination of the Surety Purchase Order; Seller shall.
(i) preserve, protect, and if so requested, transfer title to and deliver to Buyer, materials on Performance hand and Payment Bonds work in progress, both in Seller’s and in its suppliers' plants or other facilities, and intellectual property (including licenses) purchased by Buyer, and (ii) transfer to Buyer all applicable government permits.
d. Following termination, Seller shall remain liable as indicated herein be entitled for payment for all Designer/BuilderServices rendered prior to Buyer’s Work performed until the date notice of termination. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Termination; Suspension. If Designer/Builder fails A. COUNTY reserves the right to perform Designer/Builder’s material duties as required terminate this Grant Agreement at any time and without cause by this Contractserving upon SUBGRANTEE 30 days advance written notice of such intent to terminate. In the event of such termination, the COUNTY'S only obligation to SUBGRANTEE shall be payment for services rendered prior to the date of termination.
B. Notwithstanding Paragraph A above, if any state or if Designer/Builder fails federal grant monies used to fulfill in a timely and professional manner Designer/Builder’s material obligations pay for performance under this ContractGrant Agreement are either reduced or withdrawn, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District COUNTY shall have the right to either reduce the services to be provided and the total dollar amount payable under this Grant Agreement or terminate this Contractthe Grant Agreement. To the extent possible, in whole or in part, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder COUNTY will endeavor to the District’s reasonable satisfaction within fourteen provide fifteen (1415) days after Designer/Builder’s receipt of written notice thereof from of such reduction or termination. In the District; providedevent of a reduction in the amount payable, that if a cure canCOUNTY shall not be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of time and continues diligent pursuit of such cure, liable to SUBGRANTEE for more than the Designer/Builder shall have a reasonable period to complete such cure to the District’s reasonable satisfactionreduced amount. In the event of a termination pursuant under this paragraph, COUNTY’S only obligation to this subdivision, Designer/Builder may invoice District SUBGRANTEE shall be payment for all Work performed until the notice of termination, but District shall have the right to withhold payment and deduct any amounts equal services rendered prior to the District’s costs because date of Designer/Builder’s actionstermination to the extent that grant funds are available.
C. This Grant Agreement may be terminated at any time without advance notice and without further obligation to the COUNTY when the SUBGRANTEE is found by COUNTY to be in default of any provision of this Grant Agreement.
D. Notwithstanding any other provision in this Grant Agreement, errorsthis Grant Agreement may be terminated if for any reason, there are not sufficient appropriated and available monies for the purpose of maintaining COUNTY or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenienceother public entity obligations under this Grant Agreement. In the event of a termination for conveniencesuch termination, Designer/Builder may invoice District and District COUNTY shall have no further obligation to SUBGRANTEE, other than to pay for all undisputed invoice(s) for recoverable costs for Work performed up services rendered prior to termination.
E. COUNTY reserves the effective date of termination, custom fabricated materials, reasonable demobilization costs, right to suspend SUBGRANTEE’S performance and rental costs for equipment that Designer/Builder cannot mitigate payments under this Grant Agreement immediately upon notice delivered to SUBGRANTEE’S designated agent in order to investigate SUBGRANTEE’S activities and compliance with diligent effortsthis Grant Agreement. In the event that District terminates this Contract as provided in this subsection of an investigation by COUNTY, SUBGRANTEE shall cooperate fully and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after provide all requested information and documentation. At the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination shall have no effect upon any conclusion of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination. The District has the right to suspend investigation, or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty within forty-five (12045) consecutive days, whichever is sooner, SUBGRANTEE will be notified in writing that the Designer/Builder shall Grant Agreement will be compensated for Services performed prior to notice of immediately terminated or that suspension. When the Project is performance may be resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Services.
Appears in 1 contract
Samples: Grant Agreement
Termination; Suspension. 5.1. If Designer/Builder fails to perform Designer/Builder’s material duties as required by this Contract, or if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District Customer shall have the right to terminate this Contract, in whole or in part, unless either: Such such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to Customer, effective immediately upon the District’s reasonable satisfaction within Customer giving fourteen (14) days after written notice thereof to the Designer/Builder’s receipt of written notice thereof from the District; provided, that if a cure cannot be effected within such fourteen (14) days and Designer/Builder has commenced a cure within such period of during which time and continues diligent pursuit of such cure, the Designer/Builder shall have a reasonable period may attempt to complete correct such cure failures and violations to the DistrictCustomer’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District Customer for all Work Services performed until the notice of termination, but District Customer shall have the right to withhold payment and deduct any amounts equal to the DistrictCustomer’s costs because of Designer/Builder’s actions, errors, or omissions that caused the District Customer to terminate the ContractDesigner/Builder. District The Customer may, at its discretion, provide the Designer/Builder time to cure its default or breach.
5.2. Customer shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District Customer and District Customer shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to until the effective date of termination, custom fabricated materials, reasonable demobilization costs, and rental costs for equipment that Designer/Builder cannot mitigate with diligent efforts. In the event that District Customer terminates this Contract as provided in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date of termination, release the Performance and Payment Bonds, although the Surety on Performance and Payment Bonds shall remain liable as indicated herein for all Designer/Builder’s Work performed until the date of terminationto
5.3. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring prior to the effective date of such termination.
5.4. The District Designer/Builder has the right to suspend or terminate, in whole or in part, individual Notices terminate this Contract if the Customer does not fulfill its material obligations under this Contract. Such termination shall be effective upon fifteen (15) days written notice to Proceed issued for the ProjectCustomer. During the period of suspension, Designer/Builder may invoice Customer and Customer shall continue to submit Applications pay all undisputed invoice(s) for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereofServices performed until the Designer/Builder’s notice of termination.
5.5. If the District Customer suspends an NTP the Project for more than one hundred twenty eighty (120180) consecutive days, the Designer/Builder shall be compensated for Services Work performed prior to notice of that suspension. When the Project is resumed, the Project Schedule schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s ServicesWork. If the Customer suspends the Project for more than two (2) years, the Designer/Builder may terminate this Contract by giving written notice.
Appears in 1 contract
Samples: Contract for Design and Construction
Termination; Suspension. If Designer/Builder fails to perform Designer/Builder’s material duties as required by this Contract, or if Designer/Builder fails to fulfill in a timely and professional manner Designer/Builder’s material obligations under this Contract, or if Designer/Builder shall violate any of the material terms or provisions of this Contract, and any such failure is not excused by the terms of this Contract, the District shall have (a) Buyer reserves the right to terminate this ContractPurchase Order, in whole or in partany part of it, unless either: Such failures and violations are caused by the District; or Such failures and violations are cured by Designer/Builder to the District’s reasonable satisfaction within fourteen (14) days after Designer/Builder’s receipt of for Buyer s sole convenience, upon written notice thereof from to Seller.
(b) If the District; providedGoods are manufactured or fabricated to Buyer s unique specifications and specifically prepared for Buyer pursuant to a Purchase Order (collectively, that if Specialty Goods), Seller shall stop all work hereunder immediately following a cure cannot be effected within such fourteen (14) days termination by Xxxxx, and Designer/Builder has commenced a cure within such period Seller shall immediately terminate all suppliers’ and subcontractors’ contracts for performance hereunder. In full compensation for termination under this Section and only in the case of time and continues diligent pursuit of such cureSpecialty Goods, the Designer/Builder Buyer shall have pay Seller a reasonable period termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to complete such cure a percentage of the price of the Specialty Goods (as shown in the applicable Purchase Order) reflecting the percentage of the work performed prior to the District’s reasonable satisfaction. In the event of a termination pursuant to this subdivision, Designer/Builder may invoice District for all Work performed until the notice of termination, but District plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Buyer, shall have in no event exceed the right to withhold payment and deduct total purchase price under the applicable Purchase Order. Seller shall not be paid for the following: (i) any amounts equal to the District’s costs because work done after receipt of Designer/Builder’s actions, errors, or omissions that caused the District to terminate the Contract. District shall have the right in its sole discretion to terminate the Contract, in whole or in part, for its own convenience. In the event of a termination for convenience, Designer/Builder may invoice District and District shall pay for all undisputed invoice(s) for recoverable costs for Work performed up to the effective date such notice of termination, custom fabricated materials, reasonable demobilization costs, (ii) any costs incurred by Seller s suppliers or subcontractors which Seller could reasonably have avoided; and rental (iii) any costs incurred by Seller for equipment that Designer/Builder canany goods for which Buyer has not mitigate with diligent effortsissued a Purchase Order. In the event that District terminates this Contract as provided performing hereunder, Seller shall not act in this subsection and there are no known potential claims related to Designer/Builder’s Work, District shall, within fourteen (14) days after the date anticipation of a notice of termination, release without prior written authorization from Buyer. Notwithstanding the Performance above, in no event, shall Buyer pay any termination charges for standard stock merchandise or catalog items that are new and Payment Bondsin saleable condition.
(c) Upon Buyer's written request, although and upon expiration or other termination of the Surety Purchase Order; Seller shall: (i) preserve, protect, and if so requested, transfer title to and deliver to Buyer, materials on Performance hand and Payment Bonds work in progress, both in Seller s and in its suppliers' plants or other facilities, and intellectual property (including licenses) purchased by Buyer, and (ii) transfer to Buyer all applicable government permits.
(d) Following termination, Seller shall remain liable as indicated herein be entitled for payment for all Designer/Builder’s Work performed until the date of termination. Except as indicated in this Article, termination shall have no effect upon any of the rights and obligations of the Parties arising out of any transaction occurring Services rendered prior to the effective date of such termination. The District has the right to suspend or terminate, in whole or in part, individual Notices to Proceed issued for the Project. During the period of suspension, Designer/Builder shall continue to submit Applications for Payment in accordance with Section 3.1 hereof, and District shall make payment in accordance with Section 3.2 hereof. If the District suspends an NTP for more than one hundred twenty (120) consecutive days, the Designer/Builder shall be compensated for Services performed prior to Buyer s notice of that suspension. When the Project is resumed, the Project Schedule shall be adjusted and the Designer/Builder’s compensation shall be equitably adjusted to provide for expenses incurred associated with the suspension and in the resumption of the Designer/Builder’s Servicesoftermination.
Appears in 1 contract
Samples: Purchase Order
