Common use of Termination of Work Clause in Contracts

Termination of Work. Either party to this Agreement may terminate the Agreement for cause upon giving the other party thirty (30) days prior written notice. Cause may include, failure to perform through no fault of the party initiating the termination. In addition, CLIENT may terminate the Agreement for any one of the following causes: performance by ENGINEER which CLIENT deems unsatisfactory in CLIENT’s sole judgment; and CLIENT’s lack of funds to complete the work. Cause for ENGINEER may include, failure of CLIENT to make timely payment to ENGINEER without good cause, following a demand for payment. In addition, CLIENT may terminate any or all of the work covered by this Agreement by notifying ENGINEER in writing. In the event such termination occurs at the conclusion of services pursuant to an executed task order, then ENGINEER shall be entitled to receive compensation for all work satisfactorily completed and performed through the conclusion of that task order. No other changes or costs incurred for services or materials other than pursuant to an executed task order shall be reimbursed by CLIENT pursuant to this Agreement. In the event such termination occurs during the performance of services pursuant to an authorized task order, then ENGINEER and CLIENT shall need to determine what, if any additional services should be performed by ENGINEER in order to close out the work in progress and provide any such unfinished materials to CLIENT. ENGINEER and CLIENT shall agree upon the additional amount of work to be performed following the termination notice and the amount payable by CLIENT for such work. In the event that the parties cannot otherwise agree on the amount to be paid pursuant to this provision, then the matter may be referred to the Dispute Resolution Procedure in ARTICLE XXIII. In the event the Agreement is terminated by CLIENT for cause, including performance deemed unsatisfactory by CLIENT, or ENGINEER failure to perform, or other cause created by ENGINEER, CLIENT may withhold and offset against any payments otherwise due and/or seek recovery from ENGINEER for amounts already paid, including without limitation: amounts paid for unsatisfactory work or work not done in accordance with this Agreement; value of CLIENT’s time spent in correcting the work or problem; any increase in cost resulting from the problem or work; and any other costs which result from such termination. Subject to the terms herein, ENGINEER will be paid for services performed prior to termination. ENGINEER expressly agrees that this Agreement shall be terminated immediately if for any reason local, federal and/or State Legislature funding ability to satisfy this Agreement is withdrawn, limited, or impaired.

Termination of Work. 17.1 Either party to this Agreement may terminate the Agreement for cause upon giving this Agreement, in whole or in part, if the other party thirty (30) days prior written notice. Cause may include, failure to perform materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party initiating is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 17.2 In additionaddition to termination under subsection 17.1 of this Section, CLIENT CITY may terminate this Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before the effective termination date. 17.3 If CITY terminates for default on the part of the ENGINEER, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any one payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the following causes: performance by ENGINEER ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which CLIENT deems unsatisfactory was satisfactorily completed to date of termination, whether that WORK is in CLIENT’s sole judgment; a form or of a type which is usable and CLIENT’s lack suitable to CITY at the date of funds termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the work. Cause for ENGINEER may include, failure of CLIENT to make timely payment to ENGINEER without good cause, following a demand for payment. In addition, CLIENT may terminate any or all of the work covered by this Agreement by notifying ENGINEER in writingcontract price. In the event such termination occurs at of default, the conclusion ENGINEER agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENGINEER terminates for default on the part of services CITY or if CITY terminates for convenience, the adjustment pursuant to an executed task orderthe Agreement shall include payment for services satisfactorily performed to the date of termination, then in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the ENGINEER or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no responsibility to prosecute further WORK thereon. 17.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed, the termination shall be entitled deemed to receive compensation have been effected for all work satisfactorily completed and performed through the conclusion convenience of that task orderCITY. No other changes or costs incurred for services or materials other than In such event, the adjustment pursuant to an executed task order the Agreement shall be reimbursed determined as set forth in subparagraph 17.4 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by CLIENT pursuant to this Agreement. In the event such termination occurs during the performance of services pursuant to an authorized task order, then ENGINEER and CLIENT shall need to determine what, if any additional services should be performed by ENGINEER in order PROJECT WORK or for any corporate officer of the ENGINEER to close out render his services to the work in progress PROJECT, the ENGINEER shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and provide any such unfinished materials written approval of CITY. If CITY agrees to CLIENT. ENGINEER and CLIENT shall agree upon the additional amount termination of work to be performed following the termination notice and the amount payable by CLIENT for such work. In the event that the parties cannot otherwise agree on the amount to be paid pursuant to this Agreement under this provision, then the matter may be referred to the Dispute Resolution Procedure in ARTICLE XXIII. In the event the Agreement is terminated by CLIENT for cause, including performance deemed unsatisfactory by CLIENT, or ENGINEER failure to perform, or other cause created by ENGINEER, CLIENT may withhold and offset against any payments otherwise due and/or seek recovery from ENGINEER for amounts already paid, including without limitation: amounts paid for unsatisfactory work or work not done in accordance with this Agreement; value of CLIENT’s time spent in correcting the work or problem; any increase in cost resulting from the problem or work; and any other costs which result from such termination. Subject to the terms herein, ENGINEER will be paid for services performed prior to termination. ENGINEER expressly agrees that this Agreement payment shall be terminated immediately if for any reason local, federal and/or State Legislature funding ability to satisfy made as set forth in subparagraph 17.3 of this Agreement is withdrawn, limited, or impairedSection.

Termination of Work. Either party to this Agreement may terminate the Agreement for cause upon giving the other party thirty (30) days prior written notice. Cause may include, failure to perform through no fault of the party initiating the termination. In addition, CLIENT may terminate the Agreement for any one of the following causes: performance by ENGINEER which CLIENT deems unsatisfactory in CLIENT’s sole judgment; and CLIENT’s lack of funds to complete the work. Cause for ENGINEER may include, failure of CLIENT to make timely payment to ENGINEER without good cause, following a demand for payment. In addition, CLIENT may terminate any or all of the work covered by this Agreement by notifying ENGINEER in writing. In the event such termination occurs at the conclusion of services pursuant to an executed task order, then ENGINEER shall be entitled to receive compensation for all work satisfactorily completed and performed through the conclusion of that task order. No other changes or costs incurred for services or materials other than pursuant to an executed task order shall be reimbursed by CLIENT pursuant to this Agreement. In the event such termination occurs during the performance of services pursuant to an authorized task order, then ENGINEER and CLIENT shall need to determine what, if any additional services should be performed by ENGINEER in order to close out the work in progress and provide any such unfinished materials to CLIENT. ENGINEER and CLIENT shall agree upon the additional amount of work to be performed following the termination notice and the amount payable by CLIENT for such work. In the event that the parties cannot otherwise agree on the amount to be paid pursuant to this provision, then the matter may be referred to the Dispute Resolution Procedure in ARTICLE XXIIIXXII. In the event the Agreement is terminated by CLIENT for cause, including performance deemed unsatisfactory by CLIENT, or ENGINEER failure to perform, or other cause created by ENGINEER, CLIENT may withhold and offset against any payments otherwise due and/or seek recovery from ENGINEER for amounts already paid, including without limitation: amounts paid for unsatisfactory work or work not done in accordance with this Agreement; value of CLIENT’s time spent in correcting the work or problem; any increase in cost resulting from the problem or work; and any other costs which result from such termination. Subject to the terms herein, ENGINEER will be paid for services performed prior to termination. ENGINEER expressly agrees that this Agreement shall be terminated immediately if for any reason local, federal and/or State Legislature funding ability to satisfy this Agreement is withdrawn, limited, or impaired.

Termination of Work. A. Either party to this Agreement may terminate the Agreement for cause upon giving the other party thirty (30) days prior written notice. Cause may include, failure to perform through no fault of the party initiating the termination. In addition, CLIENT CITY may terminate the Agreement for any one of the following causes: performance by ENGINEER CONSULTANT which CLIENT CITY deems unsatisfactory in CLIENTCITY’s sole judgment; and CLIENTCITY’s lack of funds to complete the work. Cause for ENGINEER CONSULTANT may include, failure of CLIENT CITY to make timely payment to ENGINEER CONSULTANT without good cause, following a demand for payment. . B. In addition, CLIENT CITY may terminate any or all of the work covered by this Agreement by notifying ENGINEER CONSULTANT in writing. In the event such termination occurs at the conclusion of services pursuant to an executed task order, then ENGINEER CONSULTANT shall be entitled to receive compensation for all work satisfactorily completed and performed through the conclusion of that task order. No other changes or costs incurred for services or materials other than pursuant to an executed task order shall be reimbursed by CLIENT CITY pursuant to this Agreement. In the event such termination occurs during the performance of services pursuant to an authorized task order, then ENGINEER CONSULTANT and CLIENT CITY shall need to determine what, if any additional services should be performed by ENGINEER CONSULTANT in order to close out the work in progress and provide any such unfinished materials to CLIENTCITY. ENGINEER CONSULTANT and CLIENT CITY shall agree upon the additional amount of work to be performed following the termination notice and the amount payable by CLIENT CITY for such work. In the event that the parties cannot otherwise agree on the amount to be paid pursuant to this provision, then the matter may be referred to the Dispute Resolution Procedure in ARTICLE XXIII. XXII. C. In the event the Agreement is terminated by CLIENT CITY for cause, including performance deemed unsatisfactory by CLIENTCITY, or ENGINEER CONSULTANT failure to perform, or other cause created by ENGINEERCONSULTANT, CLIENT CITY may withhold and offset against any payments otherwise due and/or seek recovery from ENGINEER CONSULTANT for amounts already paid, including without limitation: amounts paid for unsatisfactory work or work not done in accordance with this Agreement; value of CLIENTCITY’s time spent in correcting the work or problem; any increase in cost resulting from the problem or work; and any other costs which result from such termination. Subject to the terms herein, ENGINEER CONSULTANT will be paid for services performed prior to termination. ENGINEER . D. CONSULTANT expressly agrees that this Agreement shall be terminated immediately if for any reason local, federal and/or State Legislature funding ability to satisfy this Agreement is withdrawn, limited, or impaired.

Termination of Work. Either party to this Agreement CITY may suspend or terminate the Agreement for cause upon giving the other party thirty (30) days prior written notice. Cause may include, failure to perform through no fault of the party initiating the termination. In addition, CLIENT may terminate the Agreement for any one of the following causes: performance by ENGINEER which CLIENT deems unsatisfactory in CLIENT’s sole judgment; and CLIENT’s lack of funds to complete the work. Cause for ENGINEER may include, failure of CLIENT to make timely payment to ENGINEER without good cause, following all or a demand for payment. In addition, CLIENT may terminate any or all portion of the work covered by the AGREEMENT in accordance with 2 CFR 200 Subpart D if the SUBRECIPIENT fails to comply with any terms of this Agreement AGREEMENT, which include but are not limited to: Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, HUD guidelines, policies or directives as may become applicable at any time; Failure, for any reason, of the SUBRECIPIENT to fulfill in a timely and proper manner its obligations under this AGREEMENT; Ineffective or improper use of funds provided under this AGREEMENT; or Submission by notifying ENGINEER the SUBRECIPIENT to the Grantee reports that are incorrect or incomplete in writingany material respect. The City may impose sanctions on the SUBRECIPIENT for failure to comply with provision of this AGREEMENT. When sanctions are deemed necessary, the CITY may withhold unallocated funds, require return of unexpended funds, require repayment of expended funds, or cancel the funding AGREEMENT and recover all funds released prior to the date of notice of cancellation. In accordance with 2 CFR 200 Subpart D, this AGREEMENT may also be terminated for convenience by either the CITY or the SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. Either party may terminate work if the other party fails to substantially perform in accordance with the provisions of the AGREEMENT. Termination of the AGREEMENT is accomplished by 15 days’ prior written notice from the party initiating termination to the other. Notice of termination shall be delivered by certified mail with receipt for delivery returned to the sender. In the event of termination, SUBRECIPIENT shall perform such termination occurs at additional work as is necessary for the conclusion orderly filing of services pursuant documents and closing of the project. The time spent on such additional work shall not exceed 10 percent of the time expended on the terminated portion of the project prior to an executed task order, then ENGINEER the effective date of termination. SUBRECIPIENT shall be entitled to receive compensation compensated for all work satisfactorily completed and performed through the conclusion of that task order. No other changes or costs incurred for services or materials other than pursuant to an executed task order shall be reimbursed by CLIENT pursuant to this Agreement. In the event such termination occurs during the performance of services pursuant to an authorized task order, then ENGINEER and CLIENT shall need to determine what, if any additional services should be performed by ENGINEER in order to close out the work in progress and provide any such unfinished materials to CLIENT. ENGINEER and CLIENT shall agree upon the additional amount of work to be performed following the termination notice and the amount payable by CLIENT for such work. In the event that the parties cannot otherwise agree on the amount to be paid pursuant to this provision, then the matter may be referred to the Dispute Resolution Procedure in ARTICLE XXIII. In the event the Agreement is terminated by CLIENT for cause, including performance deemed unsatisfactory by CLIENT, or ENGINEER failure to perform, or other cause created by ENGINEER, CLIENT may withhold and offset against any payments otherwise due and/or seek recovery from ENGINEER for amounts already paid, including without limitation: amounts paid for unsatisfactory work or work not done in accordance with this Agreement; value of CLIENT’s time spent in correcting the work or problem; any increase in cost resulting from the problem or work; and any other costs which result from such termination. Subject to the terms herein, ENGINEER will be paid for services actually performed prior to terminationthe effective date of termination plus the work required for filing and closing as described in this Article. ENGINEER expressly agrees that If no notice of termination is given, relationships and obligations created by this Agreement AGREEMENT shall be terminated immediately if for any reason local, federal and/or State Legislature funding ability to satisfy upon completion of all applicable requirements of this Agreement is withdrawn, limited, or impairedAGREEMENT.

Termination of Work. 17.1 Either party to this Agreement may terminate the Agreement for cause upon giving this AGREEMENT, in whole or in part, if the other party thirty (30) days prior written notice. Cause may include, failure to perform materially breaches its obligations under this AGREEMENT and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party initiating is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this AGREEMENT. 17.2 In additionaddition to termination under subsection 17.1 of this Section, CLIENT CITY may terminate this AGREEMENT for its convenience, in whole or in part, provided the Agreement ENGINEER is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for any one consultation with CITY before the effective termination date. 17.3 If CITY terminates for default on the part of the following causes: performance by ENGINEER, an adjustment in the contract price pursuant to the AGREEMENT 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 ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which CLIENT deems unsatisfactory was satisfactorily completed to date of termination, whether that WORK is in CLIENT’s sole judgment; a form or of a type which is usable and CLIENT’s lack suitable to CITY at the date of funds termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the work. Cause for ENGINEER may include, failure of CLIENT to make timely payment to ENGINEER without good cause, following a demand for payment. In addition, CLIENT may terminate any or all of the work covered by this Agreement by notifying ENGINEER in writingcontract price. In the event of default, the ENGINEER agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the AGREEMENT shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the ENGINEER or its subconsultants may have accumulated or prepared in performing this AGREEMENT, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 Upon termination occurs under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the ENGINEER shall have no responsibility to prosecute further WORK thereon. 17.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the AGREEMENT shall be determined as set forth in subparagraph 17.4 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its STATE OF WASHINGTON ) COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Seal or Stamp Printed Name My commission expires: August 2, 2021 Mr. ▇▇▇▇ ▇▇▇▇▇▇▇, PE Engineering Department City of Yakima ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Mr. ▇▇▇▇ ▇▇▇▇▇▇▇, City Engineer ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Ecology Facility/Site ID 477 Dear ▇▇. ▇▇▇▇▇▇▇: ▇▇▇▇▇▇ Associates, Inc. (▇▇▇) is pleased to submit this proposed scope of services and the associated estimated costs to the City of Yakima (City) to perform remediation services at the conclusion former Tiger Oil facility located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (Site). The proposed remediation activities include replacing up to four groundwater monitoring ▇▇▇▇▇, performing excavation and disposal of services pursuant petroleum-contaminated soils, completing interim in situ treatment of groundwater by installing injection points and injecting oxygen into the subsurface to enhance aerobic bioremediation, and preparing an executed task order, then ENGINEER shall be entitled to receive compensation for all interim action report documenting the completed work satisfactorily completed and performed through the conclusion of that task order. No other changes or costs incurred for services or materials other than pursuant to an executed task order shall be reimbursed by CLIENT pursuant to this Agreement. In the event such termination occurs during the performance of services pursuant to an authorized task order, then ENGINEER and CLIENT shall need to determine what, if any additional services should be performed by ENGINEER in order to close out the work in progress and provide any such unfinished materials to CLIENT. ENGINEER and CLIENT shall agree upon the additional amount of work to be performed following the termination notice and the amount payable by CLIENT for such work. In the event that the parties cannot otherwise agree on the amount to be paid pursuant to this provision, then the matter may be referred to the Dispute Resolution Procedure in ARTICLE XXIII. In the event the Agreement is terminated by CLIENT for cause, including performance deemed unsatisfactory by CLIENT, or ENGINEER failure to perform, or other cause created by ENGINEER, CLIENT may withhold and offset against any payments otherwise due and/or seek recovery from ENGINEER for amounts already paid, including without limitation: amounts paid for unsatisfactory work or work not done in accordance with this Agreement; value of CLIENT’s time spent in correcting the work or problem; any increase in cost resulting from the problem or work; and any other costs which result from such termination. Subject to the terms herein, ENGINEER will be paid for services performed prior to termination. ENGINEER expressly agrees that this Agreement shall be terminated immediately if for any reason local, federal and/or State Legislature funding ability to satisfy this Agreement is withdrawn, limited, or impairedassociated results.