Common use of Termination of Agreement for Convenience Clause in Contracts

Termination of Agreement for Convenience. RCUH may terminate this Agreement without statement of cause at any time, in whole or in part, by giving written notice to CONTRACTOR of such termination at least thirty (30) calendar days before the effective date of such termination. In the event of a partial termination, CONTRACTOR shall continue performance of this Agreement to the extent it is not terminated. Upon termination of this Agreement, CONTRACTOR shall, within four (4) weeks of the effective date of such termination, compile and submit in an orderly manner to RCUH an accounting of the work performed up to the effective date of termination. In such event, CONTRACTOR shall be paid for the actual cost of the services rendered, but in no event more than the total compensation payable to CONTRACTOR under this Agreement. As of the date of termination provided in the notice, CONTRACTOR shall incur no further obligations in connection with the terminated performance, and CONTRACTOR shall stop performance to the extent specified. CONTRACTOR shall also terminate outstanding orders and subcontracts as they relate to the terminated performance. CONTRACTOR shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated performance, subject to RCUH’s approval. RCUH may choose to direct CONTRACTOR to assign CONTRACTOR’s right, title, and interest under terminated orders or subcontracts to RCUH. All finished and unfinished material prepared by CONTRACTOR shall, at RCUH’s option, become RCUH’s property and, together with all material, if any, provided to CONTRACTOR by RCUH, shall be delivered and surrendered to RCUH on or before the date of termination. For purposes of this Agreement, “material” includes but is not limited to any information, data, reports, summaries, tables, maps, charts, photographs, films, graphs, studies, recommendations, program concepts, titles, scripts, working papers, files, models, audiotapes, videotapes, computer tapes, cassettes, diskettes, documents, and records developed, prepared, or conceived by CONTRACTOR in connection with this Agreement, or furnished to CONTRACTOR by RCUH. Additionally, CONTRACTOR shall take timely, reasonable, and necessary action to protect and preserve property and materials in the possession of CONTRACTOR, in which RCUH has an interest.

Termination of Agreement for Convenience. RCUH District may terminate performance of the Services under the Agreement in accordance with this Agreement without statement of cause at any timeSection in whole, in whole or from time to time in part, whenever District shall determine that termination is in the District’s best interests. Termination shall be effected by giving written notice District delivering to CONTRACTOR of such termination Architect‐Engineer, at least thirty seven (307) calendar days before the effective date of such termination. In the event of a partial termination, CONTRACTOR shall continue performance of this Agreement to the extent it is not terminated. Upon termination of this Agreement, CONTRACTOR shall, within four (4) weeks of the effective date of such termination, compile and submit in an orderly manner to RCUH an accounting of the work performed up prior to the effective date of the termination. In such event, CONTRACTOR shall be paid for a Notice of Termination specifying the actual cost extent to which performance of the services renderedServices under the Agreement is terminated. After receipt of a Notice of Termination, but in no event more than and except as otherwise directed by District, Architect‐Engineer shall: Stop Services under the total compensation payable to CONTRACTOR under this Agreement. As of Agreement on the date of termination provided in the notice, CONTRACTOR shall incur no further obligations in connection with the terminated performance, and CONTRACTOR shall stop performance to the extent specified. CONTRACTOR shall also terminate outstanding specified in the Notice of Termination; Place no further orders or subcontracts (including agreements with Subconsultants) for materials, Services, or facilities except as necessary to complete the portion of the Services under the Agreement which is not terminated; Terminate all orders and subcontracts as to the extent that they relate to performance of Services terminated by the terminated performance. CONTRACTOR shall settle Notice of Termination; Assign to District in the liabilities manner, at times, and claims arising out of to the termination of subcontracts and orders connected with the terminated performanceextent directed by District, subject to RCUH’s approval. RCUH may choose to direct CONTRACTOR to assign CONTRACTOR’s all right, title, and interest of Architect‐Engineer under terminated orders and subcontracts so terminated. District shall have the right, in its discretion, to settle or subcontracts pay any or all claims arising out of termination of orders and subcontracts; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with approval or ratification of District to RCUHthe extent District may require. All finished District’s approval or ratification shall be final for purposes of this clause; Transfer title and unfinished material prepared by CONTRACTOR shallpossession of Architect‐Engineer’s and Architect‐Engineer’s Subconsultants’ work product to District, and execute all required documents and take all required actions to deliver in the manner, at RCUH’s optiontimes, become RCUH’s property and, together with all materialand to the extent, if any, provided directed by District, completed and uncompleted designs and specifications, Services in process, completed Services, supplies, and other material produced or fabricated as part of, or acquired in connection with performance of, Services terminated by the Notice of Termination (including mockups and model(s)), completed or partially completed plans, drawings, information, in whatever form (i.e., hard‐copy and electronic), all intellectual property rights (including without limitation, to CONTRACTOR the extent applicable, all licenses and copyright, trademark and patent rights) and all other property and property rights which, if the Agreement had been completed, would have been required to be furnished to District; District acknowledges that said documents were prepared for the purpose of the Project[s]. not used Complete performance of any part of the Services which were not terminated by RCUHthe Notice of Termination; and Take such action as may be necessary, or as District may direct, for the protection and preservation of property related to this Agreement which is in Architect‐Engineer’s possession and in which District has or may acquire an interest. After receiving a Notice of Termination, Architect‐Engineer shall submit to District a termination claim, in the form and with the certification District prescribes. The claim shall be submitted promptly but in no event later than 3 months from the effective date of the termination, unless one or more extensions in writing are granted by District upon Architect‐Engineer’s written request made within such 3‐month period or authorized extension. However, if District determines that facts justify such action, it may receive and act upon any such termination claim at any time after such 3‐month period or extension. If Architect‐Engineer fails to submit the termination claim within the time allowed, District may determine, on basis of information available to it, the amount, if any, due to Architect‐Engineer because of the termination. District shall then pay to Architect‐Engineer the amount so determined. Subject to provisions of Section 12.3, Architect‐Engineer and District may agree upon the whole or part of the amount or amounts to be paid to Architect‐Engineer because of any termination of Services under this Section. The amount or amounts may include a reasonable allowance for profit on Services done. However, such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Agreement price as reduced by the amount of payments otherwise made and as further reduced by the Agreement price of Services terminated. The Agreement may be amended accordingly, and Architect‐Engineer shall be paid the agreed amount. If Architect‐Engineer and District fail, under Section 12.4, to agree on the whole amount to be paid to Architect‐Engineer because of termination of Services under this Section, then Architect‐ Engineer’s entitlement to compensation for Services specified in the Agreement which are performed before the effective date of Notice of Termination, shall be the total (without duplication of any items) of – Reasonable value of Architect‐Engineer’s Services performed prior to Notice of Termination, based on Architect‐Engineer’s entitlement to compensation under Appendix C, “Payments to Architect‐Engineer”. Such amount or amounts shall not exceed the total Agreement price as reduced by the amount of payments otherwise made and as further reduced by the Agreement value of Services terminated. Deductions against such amount or amounts shall be made for deficiently performed Services, rework caused by deficiently performed Services, cost of materials to be retained by Architect‐Engineer, amounts realized by sale of materials, and for other appropriate credits against cost of Services. Such amount or amounts may include profit, but not in excess of 10 percent of Architect‐Engineer’s total costs of performing the Services. When, in opinion of District, the cost of any item of Services is excessively high due to costs incurred to remedy or replace defective or rejected Services (including having to re‐perform Services), reasonable value of Architect‐Engineer’s Services will be the estimated reasonable cost of performing Services in compliance with the requirements of the Agreement, and any excessive actual cost shall be disallowed. Reasonable cost to Architect‐Engineer of handling material returned to vendors, delivered and surrendered to RCUH on District or before the date otherwise disposed of terminationas directed by District. For purposes of Except as provided in this Agreement, “material” includes in no event shall District be liable for costs incurred by Architect‐Engineer (or Subconsultants) after receipt of a Notice of Termination. Such non‐ recoverable costs include, but are not limited to, anticipated profits on the Agreement or subcontracts, post‐termination employee salaries, post‐termination administrative expenses, post‐ termination overhead or unabsorbed overhead, costs of preparing and submitting claims or proposals, attorney’s fees or other costs relating to prosecution of the claim or a lawsuit, prejudgment interest, or any other expense which is not limited reasonable or authorized under Section 12.5. This section shall not prohibit Architect‐Engineer from recovering costs necessary to any informationdiscontinue further Services under the Agreement as provided for in Section 12.2 or costs authorized by District to settle claims from Subconsultants. In arriving at amount due Architect‐Engineer under this Section there shall be deducted: All unliquidated advance or other payments on account theretofore made to Architect‐Engineer, dataapplicable to the terminated portion of Agreement, reports, summaries, tables, maps, charts, photographs, films, graphs, studies, recommendations, program concepts, titles, scripts, working papers, files, models, audiotapes, videotapes, computer tapes, cassettes, diskettes, documents, and records developed, prepared, or conceived by CONTRACTOR Any substantiated claim which District may have against Architect‐Engineer in connection with this Agreement, and The agreed price for, or furnished to CONTRACTOR proceeds of sale of, any materials, supplies, or other things kept by RCUH. Additionally, CONTRACTOR shall take timely, reasonableArchitect‐Engineer or sold under the provisions of this Section, and necessary action not otherwise recovered by or credited to protect and preserve property and materials District. If the termination for convenience hereunder is partial, before settlement of the terminated portion of this Agreement, Architect‐Engineer may file with District a request in writing for equitable adjustment of price or prices specified in the possession Agreement relating to the portion of CONTRACTORthis Agreement which is not terminated. District may, in which RCUH has but shall not be required to, agree on any such equitable adjustment. Nothing contained herein shall limit the right of District and Architect‐Engineer to agree upon amount or amounts to be paid to Architect‐Engineer for completing the continued portion of the Agreement when the Agreement does not contain an interestestablished price for the continued portion. Nothing contained herein shall limit District’s rights and remedies at law.

Termination of Agreement for Convenience. RCUH District may terminate performance of the Services under the Agreement in accordance with this Agreement without statement of cause at any timeSection in whole, in whole or from time to time in part, whenever District shall determine that termination is in the District’s best interests. Termination shall be effected by giving written notice District delivering to CONTRACTOR of such termination Architect-Engineer, at least thirty seven (307) calendar days before the effective date of such termination. In the event of a partial termination, CONTRACTOR shall continue performance of this Agreement to the extent it is not terminated. Upon termination of this Agreement, CONTRACTOR shall, within four (4) weeks of the effective date of such termination, compile and submit in an orderly manner to RCUH an accounting of the work performed up prior to the effective date of the termination. In such event, CONTRACTOR shall be paid for a Notice of Termination specifying the actual cost extent to which performance of the services renderedServices under the Agreement is terminated. After receipt of a Notice of Termination, but in no event more than and except as otherwise directed by District, Architect-Engineer shall: Stop Services under the total compensation payable to CONTRACTOR under this Agreement. As of Agreement on the date of termination provided in the notice, CONTRACTOR shall incur no further obligations in connection with the terminated performance, and CONTRACTOR shall stop performance to the extent specified. CONTRACTOR shall also terminate outstanding specified in the Notice of Termination; Place no further orders or subcontracts (including agreements with Subconsultants) for materials, Services, or facilities except as necessary to complete the portion of the Services under the Agreement which is not terminated; Terminate all orders and subcontracts as to the extent that they relate to performance of Services terminated by the terminated performance. CONTRACTOR shall settle Notice of Termination; Assign to District in the liabilities manner, at times, and claims arising out of to the termination of subcontracts and orders connected with the terminated performanceextent directed by District, subject to RCUH’s approval. RCUH may choose to direct CONTRACTOR to assign CONTRACTOR’s all right, title, and interest of Architect-Engineer under terminated orders and subcontracts so terminated. District shall have the right, in its discretion, to settle or subcontracts pay any or all claims arising out of termination of orders and subcontracts; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with approval or ratification of District to RCUHthe extent District may require. All finished District’s approval or ratification shall be final for purposes of this clause; Transfer title and unfinished material prepared by CONTRACTOR shallpossession of Architect-Engineer’s and Architect-Engineer’s Subconsultants’ work product to District, and execute all required documents and take all required actions to deliver in the manner, at RCUH’s optiontimes, become RCUH’s property and, together with all materialand to the extent, if any, provided directed by District, completed and uncompleted designs and specifications, Services in process, completed Services, supplies, and other material produced or fabricated as part of, or acquired in connection with performance of, Services terminated by the Notice of Termination (including mockups and model(s)), completed or partially completed plans, drawings, information, in whatever form (i.e., hard-copy and electronic), all intellectual property rights (including without limitation, to CONTRACTOR the extent applicable, all licenses and copyright, trademark and patent rights) and all other property and property rights which, if the Agreement had been completed, would have been required to be furnished to District; District acknowledges that said documents were prepared for the purpose of the Project[s]. not used Complete performance of any part of the Services which were not terminated by RCUHthe Notice of Termination; and Take such action as may be necessary, or as District may direct, for the protection and preservation of property related to this Agreement which is in Architect-Engineer’s possession and in which District has or may acquire an interest. After receiving a Notice of Termination, Architect-Engineer shall submit to District a termination claim, in the form and with the certification District prescribes. The claim shall be submitted promptly but in no event later than 3 months from the effective date of the termination, unless one or more extensions in writing are granted by District upon Architect-Engineer’s written request made within such 3-month period or authorized extension. However, if District determines that facts justify such action, it may receive and act upon any such termination claim at any time after such 3-month period or extension. If Architect-Engineer fails to submit the termination claim within the time allowed, District may determine, on basis of information available to it, the amount, if any, due to Architect-Engineer because of the termination. District shall then pay to Architect-Engineer the amount so determined. Subject to provisions of Section 12.3, Architect-Engineer and District may agree upon the whole or part of the amount or amounts to be paid to Architect-Engineer because of any termination of Services under this Section. The amount or amounts may include a reasonable allowance for profit on Services done. However, such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Agreement price as reduced by the amount of payments otherwise made and as further reduced by the Agreement price of Services terminated. The Agreement may be amended accordingly, and Architect-Engineer shall be paid the agreed amount. If Architect-Engineer and District fail, under Section 12.4, to agree on the whole amount to be paid to Architect-Engineer because of termination of Services under this Section, then Architect- Engineer’s entitlement to compensation for Services specified in the Agreement which are performed before the effective date of Notice of Termination, shall be the total (without duplication of any items) of – Reasonable value of Architect-Engineer’s Services performed prior to Notice of Termination, based on Architect-Engineer’s entitlement to compensation under Appendix C, “Payments to Architect-Engineer”. Such amount or amounts shall not exceed the total Agreement price as reduced by the amount of payments otherwise made and as further reduced by the Agreement value of Services terminated. Deductions against such amount or amounts shall be made for deficiently performed Services, rework caused by deficiently performed Services, cost of materials to be retained by Architect-Engineer, amounts realized by sale of materials, and for other appropriate credits against cost of Services. Such amount or amounts may include profit, but not in excess of 10 percent of Architect-Engineer’s total costs of performing the Services. When, in opinion of District, the cost of any item of Services is excessively high due to costs incurred to remedy or replace defective or rejected Services (including having to re-perform Services), reasonable value of Architect-Engineer’s Services will be the estimated reasonable cost of performing Services in compliance with the requirements of the Agreement, and any excessive actual cost shall be disallowed. Reasonable cost to Architect-Engineer of handling material returned to vendors, delivered and surrendered to RCUH on District or before the date otherwise disposed of terminationas directed by District. For purposes of Except as provided in this Agreement, “material” includes in no event shall District be liable for costs incurred by Architect-Engineer (or Subconsultants) after receipt of a Notice of Termination. Such non- recoverable costs include, but are not limited to, anticipated profits on the Agreement or subcontracts, post-termination employee salaries, post-termination administrative expenses, post- termination overhead or unabsorbed overhead, costs of preparing and submitting claims or proposals, attorney’s fees or other costs relating to prosecution of the claim or a lawsuit, prejudgment interest, or any other expense which is not limited reasonable or authorized under Section 12.5. This section shall not prohibit Architect-Engineer from recovering costs necessary to any informationdiscontinue further Services under the Agreement as provided for in Section 12.2 or costs authorized by District to settle claims from Subconsultants. In arriving at amount due Architect-Engineer under this Section there shall be deducted: All unliquidated advance or other payments on account theretofore made to‌ Architect-Engineer, dataapplicable to the terminated portion of Agreement, reports, summaries, tables, maps, charts, photographs, films, graphs, studies, recommendations, program concepts, titles, scripts, working papers, files, models, audiotapes, videotapes, computer tapes, cassettes, diskettes, documents, and records developed, prepared, or conceived by CONTRACTOR Any substantiated claim which District may have against Architect-Engineer in connection with this Agreement, and The agreed price for, or furnished to CONTRACTOR proceeds of sale of, any materials, supplies, or other things kept by RCUH. Additionally, CONTRACTOR shall take timely, reasonableArchitect-Engineer or sold under the provisions of this Section, and necessary action not otherwise recovered by or credited to protect and preserve property and materials District. If the termination for convenience hereunder is partial, before settlement of the terminated portion of this Agreement, Architect-Engineer may file with District a request in writing for equitable adjustment of price or prices specified in the possession Agreement relating to the portion of CONTRACTORthis Agreement which is not terminated. District may, in which RCUH has but shall not be required to, agree on any such equitable adjustment. Nothing contained herein shall limit the right of District and Architect-Engineer to agree upon amount or amounts to be paid to Architect-Engineer for completing the continued portion of the Agreement when the Agreement does not contain an interestestablished price for the continued portion. Nothing contained herein shall limit District’s rights and remedies at law.