Common use of Termination by Owner for Convenience Clause in Contracts

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the Owner may, without cause, terminate this Agreement effective upon the date identified by the Owner in the written notice. The Construction Manager shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to termination of contracts for construction of public improvements when Work thereon is stopped because of a national emergency, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager shall be paid (a) for the Work performed to date including Overhead and Profit; (b) for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience pursuant to Section 12.1. In addition, upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager shall be entitled to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver to the Owner all papers, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved by the Owner any materials, supplies, and equipment as the Owner directs, with all proceeds paid or credited to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination date.

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the Owner may, without cause, may terminate this Agreement at any time for any reason in its sole discretion by giving written notice thereof to Contractor, which termination shall be effective upon receipt of such notice by Contractor. Upon receiving any such notice of termination, Contractor shall stop performing the date identified Work and shall cancel as quickly as possible all orders placed by the Owner in the written notice. The Construction Manager it with Subcontractors and Vendors and shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive use all reasonable efforts to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to cancellation charges and other costs and expenses associated with the termination of contracts for construction of public improvements when Work thereon is stopped because the Agreement. In the event of a national emergencytermination by Owner under this Section, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager Contractor shall be paid entitled to receive a termination payment (the “Termination Payment”) equal to the sum of the following, without duplication: (a) for that portion of the Separated Contract Price that is applicable to Work performed completed up to the date including Overhead and Profitof termination that has not previously been paid to Contractor (as determined below); (b) the expenses reasonably incurred by Contractor in withdrawing its equipment and personnel from the Job Site and in otherwise demobilizing; (c) the expenses reasonably incurred by Contractor in terminating contracts with Subcontractors and Vendors pertaining to the Work (excluding fees of any Affiliates of Contractor), except to the extent Owner has instructed Contractor not to terminate such contracts; and (d) the expenses incurred in connection with Contractor’s obligations set forth under Section 15.08 (to the extent not otherwise reimbursed pursuant to the preceding clause (a)). Owner and Contractor shall determine the amount due to Contractor pursuant to the preceding clause (a) in accordance with the Milestone Payment Table for all demobilization completed Milestones and accordance with the Cost Plus Formula for partially completed Milestones. Contractor shall document the costs claimed under clauses (b), (c), (d) and costs incurred as a result (e) above to Owner’s reasonable satisfaction and shall supply Owner with copies of the termination but not including Overhead or Profit on Work not performedSubcontractor and Vendor invoices and other receipts covering amounts claimed under such clauses. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice Contractor shall submit an invoice to Owner for the OwnerTermination Payment with the supporting information and documents referred to above, the Construction Manager may terminate this Agreement if the Work has been stopped for a and Owner shall pay such invoice within thirty (30) Day period through no fault days after its receipt of same unless it disputes any portion thereof, in which event Owner shall only pay the undisputed portion of the Construction Manager for any Termination Payment within such thirty (30) day period and the dispute over the remainder of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner claimed Termination Payment may be resolved pursuant to Article XVII. Contractor shall utilize reasonable commercial efforts to include termination for convenience pursuant to Section 12.1. In addition, upon seven (7) Days' written notice provision with terms similar to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager foregoing in accordance all agreements and purchase orders with this Agreement Subcontractors and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager shall be entitled to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver to the Owner all papers, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved by the Owner any materials, supplies, and equipment as the Owner directs, with all proceeds paid or credited to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination dateVendors.

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the Owner may, without cause, may terminate this Agreement at any time for any reason in its sole discretion by giving written notice thereof to Contractor, which termination shall be effective upon receipt of such notice by Contractor. Upon receiving any such notice of termination, Contractor shall stop performing the date identified Work and shall cancel as quickly as possible all orders placed by the Owner in the written notice. The Construction Manager it with Subcontractors and Vendors and shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive use all reasonable efforts to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to cancellation charges and other costs and expenses associated with the termination of contracts for construction of public improvements when Work thereon is stopped because the Agreement. In the event of a national emergencytermination by Owner under this Section, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager Contractor shall be paid entitled to receive a termination payment (the “Termination Payment”) equal to the sum of the following, without duplication: (a) for that portion of the Separated Contract Price that is applicable to Work performed (other than Prefunding Work) completed up to the date including Overhead and Profitof termination that has not previously been paid to Contractor (as determined below); (b) payments for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the OwnerPrefunding Work, the Construction Manager may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during whichany, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience due pursuant to Section 12.1. In addition, upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager shall be entitled to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver to the Owner all papers, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents6.02; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, expenses reasonably incurred by Contractor in withdrawing its equipment and commitments that have not been fulfilled at personnel from the time of the terminationJob Site and in otherwise demobilizing; (d) cancel the expenses reasonably incurred by Contractor in terminating contracts with Subcontractors and Vendors pertaining to the Work (excluding fees of any subcontractsAffiliates of Contractor), orders and commitments as except to the extent Owner directshas instructed Contractor not to terminate such contracts; and (e) sell at prices approved by the expenses incurred in connection with Contractor’s obligations set forth under Section 15.08 (to the extent not otherwise reimbursed pursuant to the preceding clause (a)). Owner any materialsand Contractor shall determine the amount due to Contractor pursuant to the preceding clause (a) in accordance with the Milestone Payment Table for completed Milestones and accordance with the Cost Plus Formula for partially completed Milestones. Contractor shall document the costs claimed under clauses (b), supplies(c), (d) and (e) above to Owner’s reasonable satisfaction and shall supply Owner with copies of the Subcontractor and Vendor invoices and other receipts covering amounts claimed under such clauses. Contractor shall submit an invoice to Owner for the Termination Payment with the supporting information and documents referred to above, and equipment as Owner shall pay such invoice within thirty (30) days after its receipt of same unless it disputes any portion thereof, in which event Owner shall only pay the Owner directs, undisputed portion of the Termination Payment within such thirty (30) day period and the dispute over the remainder of the claimed Termination Payment may be resolved pursuant to Article XVII. Contractor shall utilize reasonable commercial efforts to include termination for convenience provision with all proceeds paid or credited terms similar to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination dateforegoing in all agreements and purchase orders with Subcontractors and Vendors.

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the Owner may, without cause, may terminate this Agreement at any time for any reason in its sole discretion by giving written notice thereof to Contractor, which termination shall be effective upon the date identified giving of such notice by Owner. Upon receiving any such notice of termination, Contractor shall stop performing the Owner in the written notice. The Construction Manager Work and shall immediately stop the Work, follow the Owner's instructions regarding shutdown cancel as quickly as possible all orders placed by it with Subcontractors and termination procedures, Vendors and strive shall use all reasonable efforts to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to cancellation charges and other costs and expenses associated with the termination of contracts for construction of public improvements when Work thereon is stopped because the Agreement. In the event of a national emergencytermination by Owner under this Section, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager Contractor shall be paid entitled to receive a termination payment (the "Termination Payment") equal to the sum of the following, without duplication: (a) for that portion of the Separated Contract Price that is applicable to Work performed (other than Prefunding Work) completed up to the date including Overhead and Profitof termination that has not previously been paid to Contractor (as determined below); (b) payments for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the OwnerPrefunding Work, the Construction Manager may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during whichany, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience due pursuant to Section 12.1. In addition, upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager shall be entitled to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver to the Owner all papers, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents7.02; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, expenses reasonably incurred by Contractor in withdrawing its equipment and commitments that have not been fulfilled at personnel from the time of the terminationJob Site and in otherwise demobilizing; (d) cancel the expenses reasonably incurred by Contractor in terminating contracts with Subcontractors and Vendors pertaining to the Work (excluding fees of any subcontractsAffiliates of Contractor), orders and commitments as except to the extent Owner directshas instructed Contractor not to terminate such contracts; and (e) sell at prices approved by the expenses incurred in connection with Contractor's obligations set forth under Section 15.09 (to the extent not otherwise reimbursed pursuant to the preceding clause (a)). Owner any materialsand Contractor shall determine the amount due to Contractor pursuant to the preceding clause (a) in accordance with the Milestone Payment Table for completed Milestones and accordance with the Cost Plus Formula for partially completed Milestones. Contractor shall document the costs claimed under clauses (b), supplies(c), (d) and (e) above to Owner's satisfaction and shall supply Owner with copies of the Subcontractor and Vendor invoices and other receipts covering amounts claimed under such clauses. Contractor shall submit an invoice to Owner for the Termination Payment with the supporting information and documents referred to above, and equipment as Owner shall pay such invoice within thirty (30) days after its receipt of same unless it disputes any portion thereof, in which event Owner shall only pay the Owner directs, undisputed portion of the Termination Payment within such thirty (30) day period and the dispute over the remainder of the claimed Termination Payment may be resolved pursuant to Article XVII. Contractor shall utilize reasonable commercial efforts to include termination for convenience provision with all proceeds paid or credited terms similar to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this articleforegoing in all subcontracts, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination datecontracts and purchase orders.