C. Where CONTRACTOR's service have been so terminated by OWNER, the termination will not affect any rights or
remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment
of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability.
15.03 OWNER May Terminate For Convenience
A. Upon seven days written notice to CONTRACTOR and ENGINEER, OWNER may, without cause and without
prejudice to any other right or remedy of OWNER, elect to terminate the Contract. In such cases, CONTRACTOR shall
be paid (without duplication of any items):
1. For completed and acceptable Work executed in accordance with the Contract Documents prior to the
effective date of termination, including fair and reasonable sums for overhead and profit on such Work;
2. For expenses sustained prior to the effective date of termination in performing services and furnishing labor,
materials, or equipment as required by Contract Documents in connection with uncompleted Work, plus fair and
reasonable sums of overhead and profit on such expenses;
3. For all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers,
architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred
in settlement of terminated contracts with Subcontractors, Suppliers, and others; and
4. For reasonable expenses directly attributable to termination.
B. CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising
out of or resulting from such termination.
C. This Contract may be terminated in whole or in part in writing by the OWNER for its convenience, provided that the
CONTRACTOR is given written notice (delivered by certified mail, return receipt requested) of intent to terminate, and
an opportunity for consultation with the terminating party prior to termination.
D. If termination for default is effected by the OWNER, and equitable adjustment in the price provided for in this
Contract shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work,
and (2) any payment due to the CONTRACTOR at the time of termination may be adjusted to cover any additional
costs to the OWNER because of the CONTRACTOR's default. If termination for default is effected by the
CONTRACTOR, or if termination for convenience is effected by the OWNER, the equitable adjustment shall include a
reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for
payment to the CONTRACTOR for services rendered and expenses incurred prior to the termination, in addition to
termination settlement costs reasonably incurred by the CONTRACTOR relating to commitments which had become
firm prior to the termination.
E. Upon receipt of a termination action under paragraphs 15.03.C or 15.03.D above, the CONTRACTOR shall (1)
promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available
to the OWNER all data, Drawings, Specifications, reports, estimates, summaries and such other information and
materials as may have been accumulated by the CONTRACTOR in performing this Contract, whether completed or in
process.
F. Upon termination under paragraphs 15.03.C or 15.03.D above, the OWNER may take over the work and may award
another party a contract to complete the work under this Contract.
G. lf, after termination for failure of the CONTRACTOR to fulfill contractual obligations, it is determined that the
CONTRACTOR had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the
convenience of the OWNER. In such event, adjustment of the Contract Price shall be made as provided in paragraph
15.03.D of this clause.
GC - 50 of 53
