Common use of Termination by Owner for Cause Clause in Contracts

Termination by Owner for Cause. If the Contractor is adjudged as bankrupt or insolvent, or makes a general assignment for the benefit of its creditors or if a trustee or receiver is appointed for the Contractor or for any of its property, or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such termination.

Termination by Owner for Cause. If (a) The occurrence of any one of more of the following matters constitutes a default by the Contractor is adjudged as bankrupt under this Agreement (a "Contractor Default"): (i) Contractor becomes insolvent or insolventgenerally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due; (ii) Contractor makes a general assignment for the benefit of its creditors creditors; (iii) Contractor shall commence or if consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or of Contractor's debts under any law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or receiver is appointed similar official for the Contractor or for all or any part of its Contractor's property; (iv) any case, proceeding or other action against Contractor shall be commenced (a) seeking to have an order for relief entered against Contractor as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or Contractor's debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or if (c) seeking appointment of a receiver, trustee, or similar official for Contractor files a petition to take advantage or for all or any part of Contractor's property; (v) the breach of any debtor’s actmaterial representation or warranty made by Contractor herein; (vi) Contractor attempts to assign, convey or to reorganize under transfer this Agreement or any interest herein without the bankruptcy or applicable laws, or on more than one occasion Owner's prior written consent; or (vii) Contractor fails to supply sufficient skilled workmen observe or suitable material perform any other covenant, agreement, obligation, duty or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of this Agreement, and such failure continues for thirty (30) days after Contractor's receipt of written notice thereof from Owner. (b) Upon the Contract Documentsoccurrence of a Contractor Default, then the City Owner may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination noticeOwner may have at law and/or in equity or under this Agreement, terminate the services this Agreement. The Owner may, without prejudice to any other right or remedy, take possession of the Contractor Site and take equipment of all materials, equipment, tools and machinery thereon owned by the Contractor Contractor, and may finish the Work by whatever method the City Owner may deem expedient. In such case, If the Contractor shall not be entitled to receive any further payment until cost of finishing the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If exceeds the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completionGuaranteed Maximum Price, the Contractor or Surety shall immediately pay the difference to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationOwner.

Termination by Owner for Cause. 15.2.1 If the Contractor is adjudged as bankrupt or should become insolvent, or makes file any bankruptcy proceedings, make a general assignment for the benefit of its creditors creditors, suffer or if allow appointment of a trustee receiver, refuse, fail or receiver is appointed for be unable to make prompt payment to Subcontractors, disregard applicable laws, ordinances, governmental orders or regulations or the Contractor or for any instructions of its propertythe Owner, or if the Contractor files should otherwise be guilty of a petition to take advantage of any debtor’s actviolation of, or to reorganize under the bankruptcy or applicable lawsin default under, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract DocumentsContract, then the City Owner may, without prejudice to any other right or remedy available to the Owner and after giving the Contractor and its Surety a minimum of 10 days from delivery of a surety, if any, three (3) days' written termination notice, terminate the services Contract and the employment of the Contractor on the Project, take possession of the Job Site and take of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City Owner may deem expedient. In addition, without terminating this Contract as a whole, the Owner may, under any of the circumstances set forth above, terminate any portion of this Contract (by reducing, in such casemanner as the Owner deems appropriate, the scope of the Work to be performed by the Contractor) and complete the portion of this Contract so terminated in such manner as the Owner may deem expedient, taking possession of such part of the Job Site and utilizing such materials, equipment, tools, construction equipment and machinery owned by the Contractor as may be necessary to accomplish the same. The Contractor hereby grants to the Owner the further right: (a) to enter upon any premises or property other than the Job Site in order to take possession of any materials, tools, equipment, machinery or other items intended for incorporation in the Work (or any portion thereof) or for use in the performance thereof and (b) to receive an assignment of such subcontracts as the Owner deems necessary or desirable at the time of termination of this Contract or a portion thereof. 15.2.2 If this Contract is terminated pursuant to Subparagraph 15.2.1, the Contractor shall not be entitled to receive any further payment until the Work is finishedcompleted, and the Owner shall have the same right to retain monies owing to the Contractor as it would have to retain such monies from and against final payments. Without prejudice Upon the completion of the Work, the Owner shall make payment to the Contractor, or the Contractor shall reimburse the Owner, as the case may be, as provided in Article 10 of the Agreement. If a portion of this Contract is terminated pursuant to Subparagraph 15.2.1, such termination shall not be treated as a reduction in the scope of the Work pursuant to Article 12. Rather, in such event, the Owner shall deduct or offset against any monies then or thereafter due to the Contractor an amount determined by the Owner to be adequate to cover all costs and expenses it will incur in performing, or cause to be performed, the portion of this Contract so terminated. If the Owner's costs and expenses prove to be less than the amount deducted or offset, the Contractor shall be entitled to the difference unless otherwise provided herein. If the amount then or thereafter due to the Contractor is less than the amount to be deducted or offset and/or if the Owner's costs and expenses prove to exceed the amount deducted or offset, the Contractor shall pay the difference to the Owner upon demand. 15.2.3 The remedies provided to the Owner in this Paragraph 15.2 are in addition to, and not in lieu of, any other rights or remedies available to the City may haveOwner under the Contract Documents, if at law or in equity. In the Contractor fails to begin delivery event of materials and equipment, to commence Work within any breach of this Contract by the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipmentContractor, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, whether or by a combination of such methods. Where the Contractor’s services have been so not this Contract is terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completionOwner, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor liable for all damages, losses, costs and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid expenses incurred by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety Owner as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationa result thereof.

Termination by Owner for Cause. 16.1.1. If the Contractor is adjudged as bankrupt or should become insolvent, or makes file any bankruptcy proceedings, make a general assignment for the benefit of its creditors creditors, suffer or if allow appointment of a trustee receiver, refuse, fail, or receiver is appointed for be unable to make prompt payment to Subcontractors, disregard applicable laws, ordinances, governmental orders or regulations or the Contractor or for any instructions of its propertythe Owner, or if the Contractor files should otherwise be guilty of a petition to take advantage of any debtor’s actviolation of, or to reorganize under the bankruptcy or applicable lawsin default under, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract DocumentsAGREEMENT, then the City Owner may, without prejudice to any other right or remedy available to the Owner and after giving the Contractor and its Surety a minimum of 10 surety, if any, three (3) days from delivery of a written termination notice, terminate the services AGREEMENT and the employment of the Contractor on the Project, take possession of the Job Site, and take of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City Owner may deem expedient. In addition, without terminating this AGREEMENT as a whole, the Owner may, under any of the circumstances set forth above, terminate any portion of this AGREEMENT (by reducing, in such casemanner the Owner deems appropriate, the scope of the Work to be performed by the Contractor) and complete the portion of this AGREEMENT so terminated in such manner as the Owner may deem expedient, taking possession of such part of the Job Site and utilizing such materials, equipment, tools, construction equipment and machinery owned by the Contractor as may be necessary to accomplish the same. The Contractor hereby grants to the Owner the further right: ( a.) to enter upon any premises or property other than the Job Site in order to take possession of any materials, tools, equipment, machinery, or other items intended for incorporation in the Work (or any portion thereof) or for use in the b.) to receive an assignment of such subcontracts as the Owner deems necessary or desirable at the time of termination of this AGREEMENT or a portion thereof. 16.1.2. If this AGREEMENT is terminated pursuant to Subparagraph 16.1.1, the Contractor shall not be entitled to receive any further payment until the Work is finished. Without prejudice completed, and the Owner shall have the same right to other rights or remedies the City may have, if retain monies owing to the Contractor fails as it would have to begin delivery of materials retain such monies from and equipment, to commence Work within against final payments. Upon the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part completion of the Work, it the Owner shall take make payment to the Contractor’s place , or the Contractor shall reimburse the Owner, as the case may be, as provided in all respect for that part and Article 10 of the AGREEMENT. If a portion of this AGREEMENT is terminated pursuant to Subparagraph 16. 1.1. such termination shall not be paid treated as a reduction in the Scope of the Work pursuant to Article 13. Rather, in such event, the Owner shall offset against any monies then or thereafter due to the Contractor an amount determined by the City for Owner to be adequate to cover all Work performed by costs and expenses it will incur in accordance with performing, or causing to be performed, the Contractportion of this AGREEMENT so terminated. If the Surety assumes Owner's costs and expenses prove to be less than the entire Contractamount offset, all money due the Contractor at the time of its default shall be payable entitled to the Surety as difference unless otherwise provided herein. If the work progresses, subject amount then or thereafter due to the terms of this Contract. The provisions of Contractor is less than the section amount to be offset and/or if the Owner's costs and expenses prove to exceed the amount offset, the Contractor shall be in addition to all other rights and remedies available pay the difference to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationOwner upon demand.

Termination by Owner for Cause. If Owner shall have the Contractor is adjudged as bankrupt right upon written notice to Operator, to terminate this Agreement upon or insolventafter the occurrence of any of the following events or conditions, notwithstanding the pendency of any arbitration initiated with respect to the subject matter of such termination or makes any other matter or dispute, provided that if any such termination shall be determined to have been wrongful, such termination shall be deemed a termination for convenience pursuant to Section 8.4: (a) Operator shall make a general assignment for the benefit of its creditors or if file a trustee voluntary petition in bankruptcy or receiver a petition seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or any other or statute of the United States or any state or government, or consent to the appointment of a receiver, trustee, or liquidator of all or substantially all of the property of Operator; (b) Operator shall be adjudged bankrupt or an order shall be made approving a petition seeking its reorganization, or the readjustment of its indebtedness under federal bankruptcy laws or any law or statute of the United States or any state, territory or possession thereof, or under the law of any other state, nation or government, and such order or decree is appointed for the Contractor not vacated or for stayed within one hundred twenty (120) days following its entry; (c) Operator or its supervisory employees shall commit gross negligence, misconduct or fraud with respect to any material obligation or duty under this Agreement; (d) Operator or any Subcontractor shall fail to perform any of its propertymaterial duties under this Agreement or shall otherwise be in violation of its terms, and such failure to perform or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City may deem expedient. In such case, the Contractor violation shall not have been remedied for a period of thirty (30) days following notice thereof from Owner to Operator or within such longer period of time as is reasonably necessary to accomplish such cure if such cure cannot be entitled reasonably accomplished within such thirty (30) day period and Operator diligently commences and continues such cure in such period. Upon termination, Owner shall pay Operator only those amounts owed through the date of termination pursuant to receive any further payment until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials Section 7.1 and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipmentSection 8.6, and complete the Work amounts advanced by City’s own forces, by letting the unfinished Work Operator that are properly reimbursable to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationOperator hereunder.

Termination by Owner for Cause. 12.1.1 If any or all Work to be performed under this Agreement is abandoned by Contractor; if Contractor materially fails to abide by the Laws of governmental authorities having jurisdiction; or, if Contractor materially utilizes improper materials and/or inadequately skilled workers; or, if Contractor materially does not make proper payment to laborers, material suppliers or Subcontractors; or, if any material amount of the Work is adjudged as bankrupt subcontracted by Contractor without the required approval of Owner; or, if Contractor becomes insolvent or insolventunable to meet its payroll or other current obligations or be adjudicated a bankrupt, or makes a general have an involuntary petition of bankruptcy filed against it, or make an assignment for the benefit of creditors, or file a petition for an arrangement, composition, or compromise with its creditors under any applicable Laws, or if have a trustee or receiver other officer appointed to take charge of its assets; or, if Contractor is appointed for violating any of the conditions or provisions of this Agreement; or, if Owner determines that Contractor is refusing or for failing to perform properly any Work or that Contractor is performing Work in bad faith or not in accordance with the terms hereof; or if Contractor is otherwise in material breach of any provision of this Agreement or fails to substantially perform any of its propertyobligations hereunder and does not commence and diligently proceed to cure any such default within ten (10) days after receipt of written notice of default, or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City Owner may, without prejudice notice to Contractor's sureties, either withhold any other amounts necessary to cure such default or terminate Contractor's right to proceed with all or remedy and after giving any portion of such Work. Owner will then have the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the right to complete such Work by whatever reasonable method the City Owner may deem expedient. In , including employing another contractor under such caseform of contract as Owner may deem advisable, and Owner shall have the Contractor shall not be entitled right to receive any further payment until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of and use until Mechanical Completion any or all material and of the materials, plant, tools, equipment, supplies, and complete the Work property of every kind furnished by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination Contractor for such Work. 12.1.2 The expense of so completing such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs which is in excess of the Contract price. In expense that Owner would have incurred if Contractor had completed the Work, together with a reasonable charge for administering any eventcontract for such completion, the cost of completing the Work shall will be charged against the Contractor to Contractor, and its Surety and such expense may be deducted from any money by Owner out of such monies as may be due or becoming may at any time thereafter become due from the City. If the Surety assumes to Contractor. 12.1.3 Upon receipt of any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the such written notice of termination had not been issued. The Contract shall be equitably adjusted of right to compensate proceed, Contractor shall, at Contractor's expense, take the following actions for that Work affected by any such termination.:

Termination by Owner for Cause. If 14.2.1. Subject to Subparagraph 14.2.2, Owner may terminate the Contractor is adjudged as bankrupt or insolvent, or makes a general assignment for the benefit of its creditors or Contract if a trustee or receiver is appointed for the Contractor or for any of its property, or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion Contractor: .1 fails to make prompt payments payment to subcontractors Subcontractors for labormaterials or labor in accordance with the respective agreements between Contractor and the Subcontractors; .2 persistently disregards laws, materialsordinances, or equipmentrules, regulations or disregards the orders of a public authority having jurisdiction; or .3 otherwise is guilty of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any material breach of a provision of the Contract Documents. If Owner terminates the Contract based on occurrence of a factor enumerated in this Subparagraph 14.2.1, Contractor shall not be allowed any overhead or profit or Contractor’s Fee on the Work not executed. 14.2.2. Before exercising any termination right under Subparagraph 14.2.1, Owner shall give Contractor notice of its intent to terminate and the specific cause or causes on which termination would be based. Contractor shall then be entitled to cure within 30 days after its receipt of the City written notice or, if cure within such 30-day period is not reasonably possible, such longer period as may be required so long as Contractor diligently initiates and pursues curative action. Owner shall not have the right to terminate if cure is effected within such period. 14.2.3. When there exists any of the reasons for termination as provided in this Paragraph 14.2, after expiration of the applicable cure period, Owner may, without prejudice to any other right rights or remedy and after remedies of Owner, by giving the Contractor and its Surety a minimum of 10 days from delivery of a Contractor's surety, if any, written termination notice, terminate the services employment of Contractor. Upon such termination, Owner may, subject to prior rights of the Contractor surety, if any: .1 take possession of the Project Site and take of all materials, equipment, tools, and construction equipment and machinery thereon owned by Contractor for use in completion of the Contractor and Work; .2 accept assignment of subcontracts pursuant to Subparagraph 5.4.1; and .3 finish the Work by whatever reasonable method the City Owner may deem expedient. In such caseUpon request of Contractor, Owner shall furnish to Contractor a detailed accounting of the costs incurred by Owner in finishing the Work. 14.2.4. When Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, Contractor shall not be entitled to receive any further payment of any amounts otherwise due under the Contract Documents notwithstanding such termination until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. 14.2.5. If the unpaid balance of the Contract price Sum exceeds the direct and indirect costs of completing finishing the Work, including compensation for the additional professional servicesarchitectural, engineering and similar services made necessary thereby, such excess shall be paid to the Contractor. If such costs and damages exceed the sums under unpaid balance, Contractor shall pay the Contract are insufficient difference to Owner. The obligation for completion, the amount to be paid to Contractor or Surety Owner, as the case may be, shall pay to the City within 5 days after the completion, all costs in excess survive termination of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such termination.

Termination by Owner for Cause. If Owner shall have the Contractor is adjudged as bankrupt right to terminate Architect, in part or insolventin whole, under this Agreement or makes a general assignment for any Service Order upon written notice, effective immediately unless otherwise provided in said notice, if Architect , with respect to any Service Order: (a) fails to commence the benefit Services under such Service Order in accordance with the provisions of such Service Order or this Agreement; (b) fails to diligently perform the Services under such Service Order; (c) fails to use acceptable personnel or Consultants in performing its creditors or if a trustee or receiver is appointed for the Contractor or for Services under such Service Order; (d) fails to comply with Applicable Law in performing its Services under such Service Order; (e) fails to perform any of its property, Architect’s obligations under such Service Order or if Contractor files a petition to take advantage of any debtor’s act, this Agreement; or to reorganize under the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion (f) fails to make prompt payments to subcontractors for labor, materials, Architect’s personnel or equipment, or disregards the authority Consultants in performing its Services under such Service Order. Any act to terminate by Owner shall not be deemed a waiver of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving of Owner under any Service Order or this Agreement, at law and/or in equity. In the Contractor and its Surety a minimum event of 10 days from delivery such termination of a written termination noticeService Order or this Agreement, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City may deem expedient. In such case, the Contractor Owner shall not be entitled to receive withhold from Architect amounts unpaid under such Service Order and this Agreement (including under any further payment until other Service Orders) and to offset the Work is finished. Without prejudice to other rights amounts against damages, liabilities or remedies the City may havelosses incurred by Owner including, if the Contractor fails to begin delivery of materials and equipmentbut not limited to, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent any increased costs of the Contract, an Inspector’s written notice Services that Architect was to have performed under such Service Order or otherwise under this Agreement (as the case may be served upon be) but for the Contractor and termination of such Service Order or this Agreement (as the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. case may be) If the Contractor amounts so withheld are insufficient to fully compensate Owner for such damages, liabilities or its Surety does not comply with such notice within 5 days after receiving itlosses, or after starting to comply, fails to continue, Architect shall promptly pay the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right amount of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid difference to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationOwner upon written notice.

Termination by Owner for Cause. If (a) Without limiting any other rights that it may have hereunder, Owner may terminate the Agreement upon notice to Contractor if: (i) Contractor is adjudged as bankrupt or insolvent, or makes in breach of a general assignment for the benefit material provision of its creditors or if a trustee or receiver is appointed for the Contractor or for any of its property, or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or applicable laws, or on more than one occasion this Agreement and fails to supply sufficient skilled workmen or suitable material or equipmentcure the breach within [**] following written notice of such breach or, or on more than if such breach is not capable of being cured within such [**] period, such longer period as is reasonably necessary so long as Contractor has commenced the cure within such [**] period and thereafter diligently pursues the cure; (ii) [**]; (iii) [**]; or (iv) a Consortium Member is Insolvent. (b) When Owner terminates the Agreement for one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representativereasons stated in Section 22.2(a), or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. Without prejudice finished subject to other rights the provisions set forth in Section 22.2(c)(iii). (c) Upon any termination pursuant to this Section 22.2, Owner may at its option elect to: (i) assume responsibility for and take title to and possession of the Facility and Work and Equipment remaining at the Site and Equipment located outside the Site for which payment in full or remedies in part has been made by Owner; (ii) succeed automatically, without the City may have, if the Contractor fails to begin delivery necessity of materials and equipmentany further action by Contractor, to commence Work within the time specified, interests of Contractor in any or all Subcontracts entered into by Contractor with respect to maintain the rate of delivery of material, to execute the Work in the manner and at (if such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipmentSubcontracts permit), and complete shall be required to compensate such Subcontractors if acceptable to such Subcontractors only for compensation becoming due and payable to such parties for goods and services provided under the terms of their Subcontracts with Contractor from and after the date Owner elects to succeed to the interests of Contractor in such Subcontracts and (iii) request that Contractor continue to perform the Work or any portion thereof pursuant to a separate agreement. In the event of any termination pursuant to this Section 22.2, Owner may, at its option, finish the Work and other work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which whatever method Owner may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. deem expedient. (d) If the unpaid balance of the Contract price [**] exceeds the direct and indirect costs of completing finishing [**] the Work, Work (including compensation for additional professional servicesall reasonable administrative and other direct costs incurred as a result of such termination), such excess shall be paid to the Contractor. If the sums under cost of finishing [**] the Contract are insufficient Work “[**]” in this Exhibit 10.02 indicates material that has been omitted pursuant to a request for completionconfidential treatment and filed separately with the Securities and Exchange Commission. (including all reasonable direct costs for Owner to administer the completion of the Work and other direct costs incurred by Owner as a result of such termination) exceeds the unpaid balance of [**], the Contractor or Surety shall pay the difference to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationOwner. (e) [**]

Termination by Owner for Cause. If A. Owner may, upon 7 days written notice to the Contractor CM/GC and to its surety, terminate (without prejudice to any right or remedy of Owner) the Work, or any part of it, for cause upon the occurrence of any one or more of the following events: 1. The CM/GC fails to prosecute the Work or any portion thereof with sufficient diligence to ensure Substantial Completion of the Work within the Contract Time; 2. The CM/GC is adjudged as bankrupt or insolventbankrupt, or makes a general assignment for the benefit of its creditors creditors, or if a trustee or receiver is appointed for the Contractor or for any on account of its property, insolvency; 3. The CM/GC fails in a material way to replace or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under correct Work not in conformance with the bankruptcy or applicable laws, or on more than one occasion Contract Documents; 4. The CM/GC repeatedly fails to supply sufficient skilled workmen workers or suitable material proper materials or equipment, or on more than one occasion ; 5. The CM/GC repeatedly fails to make prompt payments payment due to subcontractors Subcontractors or for labor; 6. The CM/GC materially disregards or fails to comply with laws, materialsordinances, rules, regulations, or equipment, or disregards the orders of any public authority having jurisdiction; or 7. The CM/GC is otherwise in material breach of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents. B. Upon termination, then the City may, without prejudice to any other right or remedy and after giving the Contractor and Owner may at its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services option: 1. Take possession of the Contractor Project site and take possession of or use all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor CM/GC to maintain the orderly progress of, and finish to finish, the Work; 2. Accept assignment of subcontracts pursuant to section 5.21; and Part 9 3. Finish the Work by whatever other reasonable method it deems expedient. C. Owner’s rights and duties upon termination are subject to the City may deem expedient. In such caseprior rights and duties of the surety, if any, obligated under any bond provided in accordance with the Contract Documents. D. When Owner terminates the Work in accordance with this section, the Contractor CM/GC shall take the actions set forth in paragraph 9.02B, and shall not be entitled to receive any further payment until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. accepted. E. If the unpaid balance of the Contract price Sum exceeds the direct and indirect costs cost of completing finishing the Work, including compensation for additional professional servicesA/E’s services and expenses made necessary thereby and any other extra costs or damages incurred by Owner in completing the Work, or as a result of the CM/GC’s actions, such excess shall be paid to the ContractorCM/GC. If such costs exceed the sums under the Contract are insufficient for completionunpaid balance, the Contractor or Surety CM/GC shall pay the difference to the City within 5 days after the completion, all costs in excess Owner. These obligations for payment shall survive termination. F. Termination of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with this section shall not relieve the Contract. CM/GC or its surety of any responsibilities for Work performed. G. If Owner terminates the Surety assumes CM/GC for cause, and it is later determined that none of the entire Contractcircumstances set forth in paragraph 9.01A exist, all money due the Contractor at the time of its default then such termination shall be payable deemed a termination for convenience pursuant to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such termination9.02.

Termination by Owner for Cause. If the Contractor is adjudged as a bankrupt or insolvent, or if it makes a general assignment for the benefit of its creditors creditors, or if a trustee or receiver is appointed for the Contractor or for any on account of its propertyContractor’s insolvency, or if Contractor files a petition to take advantage of should refuse or fail or be unable for any debtor’s actreason, or to reorganize under the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments payment to subcontractors Subcontractors or for material or labor, materialsor if Contractor should disregard Applicable Laws, ordinances, governmental orders or regulations or the instructions of Owner or the Architect/Engineer, or equipment, should Contractor cease to prosecute the Work diligently or disregards the authority of the City’s Representative, if Contractor should otherwise violate or the Engineer, if one is appointed, or otherwise violates be in material default under any provision of the Contract DocumentsDocuments or of any other contract between Owner and Contractor, then the City individually and collectively referred to herein as “default,” Owner may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination further notice, terminate the services employment of Contractor, take possession of the Contractor Job Site and take of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor Contractor, accept assignment of those subcontracts that Owner elects to accept, and finish the Work by whatever method Owner may deem expedient and the City surety, by issuance of a performance bond, incorporating this Agreement by reference, hereby consents to Owner commencing the Work, regardless of the express terms of the bond. In addition, without terminating the Agreement as a whole, Owner may, under any of the circumstances set forth above, terminate a portion of the Agreement (by reducing, in such manner as Owner deems appropriate, the Scope of the Work to be performed by Contractor) and complete the portion of the Agreement so terminated in such manner as Owner may deem expedient, taking possession of such part of the Job Site and utilizing such materials, equipment, tools, construction equipment and machinery owned by Contractor as may be necessary to accomplish the same. In Contractor hereby grants to Owner the further right: to enter upon any premises or property other than the Job Site in order to take possession of any documents, records, materials, tools, equipment, machinery or other items intended for incorporation in the Work (or any portion thereof) or for use in the performance thereof; and to receive an assignment of such casesubcontracts as Owner deems necessary or desirable at the time of termination of the Agreement or a portion thereof. Contractor’s failure to comply with any of its material obligations under the Agreement shall constitute a default and each and every default shall constitute justifiable grounds for Owner to terminate Contractor pursuant to Section 15.2. If the Agreement is terminated, the in whole but not part, pursuant to Section 15.2.1, Contractor shall not be entitled to receive any further payment until the Work is finishedcompleted, and Owner shall have the same right to retain monies owing to Contractor as it would have to retain such monies from and against final payments. Without prejudice Upon the completion of the Work, Owner shall make payment to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specifiedContractor, or fails Contractor shall reimburse Owner, as the case may be, as provided in this Section 15.2. Owner shall be entitled to maintain a work program collect from Contractor all damages to which will ensure the CityOwner is entitled by law on account of Contractor’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contractdefault. If the Contractor or its Surety does not comply with such notice within 5 days after receiving itcosts of finishing the Work, or after starting to comply, fails to continue, including compensation for the City may exclude it from the premises Architect/Engineer’s services and take possession of all material and equipmentexpenses made necessary thereby, and complete other damages incurred by Owner and not expressly waived (collectively, “Completion Costs and Damages”), exceed the Work by Cityunpaid balance of the Contract Sum, Contractor shall pay the difference to Owner upon demand. Owner shall be entitled to hold all amounts due Contractor at the date of termination until all of Owner’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services damages have been so terminated by the Cityestablished, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documentsand to apply such amounts to such Completion Costs and Damages. If the unpaid balance of the Contract price Sum exceeds the direct Completion Costs and indirect costs of completing the Work, including compensation for additional professional servicesDamages, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the extent necessary to reimburse Contractor for Work shall be charged against the properly executed by Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the ContractContract Documents prior to termination. If a portion of the Agreement is terminated pursuant to Section 15.2.1, such termination shall not be treated as a reduction in the Scope of the Work pursuant to Article 12. Rather, in such event, Owner shall offset against any monies then or thereafter due to Contractor an amount determined by Owner to be adequate to cover all costs and expenses it will incur in performing, or causing to be performed, the portion of the Agreement so terminated. If Owner’s costs and expenses prove to be less than the amount offset, Contractor shall be entitled to the difference unless otherwise provided herein. If the Surety assumes amount then or thereafter due to Contractor is less than the entire Contractamount to be offset and/or if Owner’s costs and expenses prove to exceed the amount offset, all money due Contractor shall pay the Contractor at difference to Owner upon demand, which obligation for payment shall survive the time termination of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions Owner shall have a retaining lien upon all Contractor’s materials, tools and appliances taken possession of, to secure the payment by Contractor of the section shall be monies due Owner. The remedies provided to Owner in this Section 15.2 are in addition to all to, and not in lieu of, any other rights and or remedies available to Owner under the City under lawContract Documents, at law or in equity. If after notice In the event of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations breach of the parties Agreement by Contractor, and whether or not the Agreement is terminated by Owner, Contractor shall be the same liable for all damages, losses, costs and expenses, including attorneys’ fees, incurred by Owner as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationa result thereof, except as disallowed or limited hereunder.

Termination by Owner for Cause. If The occurrence of any one or more of the Contractor is adjudged as bankrupt following matters constitutes a default by Suzlon under this Agreement (a "Suzlon Default"): (a) Suzlon becomes insolvent or insolventgenerally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due; (b) Suzlon makes a general assignment for the benefit of its creditors creditors; (c) Suzlon shall commence or if consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Suzlon or of Suzlon's debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or receiver is appointed similar official for the Contractor Suzlon or for all or any part of its Suzlon's property; (d) any case, proceeding or other action against Suzlon shall be commenced (a) seeking to have an order for relief entered against Suzlon as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Suzlon or Suzlon's debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or if Contractor files (c) seeking appointment of a petition to take advantage receiver, trustee, or similar official for Suzlon or for all or any part of Suzlon's property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter; (e) the material breach of any debtor’s actrepresentation or warranty made by Suzlon herein which prevents Suzlon from performing hereunder; (f) Suzlon attempts to assign, convey or to reorganize under the bankruptcy transfer this Agreement or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion any interest herein without Owner's prior written consent; (g) Suzlon fails to make prompt payments any payment to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representative, or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City Owner when due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject pursuant to the terms of this Contract. The provisions Agreement, and such failure continues for five (5) Business Days following Suzlon's receipt of written notice from Owner to cure such failure (provided, however, the terms of this Section 8.1(g) shall not apply to any amount which has not been paid to Owner by reason of a dispute raised by Suzlon in good faith as to such amount); (h) the Delivery Liquidated Damages that have accrued with respect to a WTG are equivalent to the corresponding Delivery LD Cap, and the Delivery delay with respect to such WTG is thereafter continuing; (i) the Commissioning Liquidated Damages that have accrued with respect to a WTG are equivalent to the corresponding Commissioning LD Cap, and the Commissioning delay with respect to such WTG is thereafter continuing; (j) Suzlon fails to observe or perform in any material respect any other material covenant, agreement, obligation, duty or provision of this Agreement, and such failure continues for thirty (30) days after Suzlon's receipt of written notice thereof from Owner; provided, however, if such failure cannot with due diligence be remedied by Suzlon within such thirty (30) day period, and Suzlon shall have diligently prosecuted the remedying of such failure within such thirty (30) days, such period shall be extended by such additional time period as may be reasonably required by Suzlon to cure such failure; (k) (a) one or more defaults by Suzlon have occurred under two or more sets of executed Definitive Agreements for different Projects (i.e., in each instance, there has been a breach by Suzlon under such Definitive Agreements and the applicable cure period under the corresponding Definitive Agreements has lapsed), (b) such default(s) relate(s) to twenty (20) or more WTGs, and (c) after the occurrence or lapse of the section shall be circumstances described in addition the preceding clauses (a) and (b), Suzlon fails to all other rights and remedies available to cure such default(s) within ten (10) Business Days after receipt of written notice from Owner specifying that Owner will declare a default under this Section 8.1(k) unless the City default(s) under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, Definitive Agreements are cured within such ten (10) day time period; or (l) the rights and obligations Suzlon Guarantor has breached the terms of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationSuzlon Parent Guarantee.

Termination by Owner for Cause. If 17.1.1 Owner may terminate the Work and this Contract after the occurrence of one or more of the following events of default and if, following a written notice from Owner to cure such event of default, said event of default continues to exist for ten (10) Business Days after (a) the occurrence of an Insolvency Event involving Contractor; (b) any representation or warranty of Contractor shall prove to be materially false or misleading; (c) Contractor Abandons the Work; or (d) Contractor defaults in its performance under a material provision of this Contract; provided, however, that Owner may not terminate this Contract if, after notice of such default and prior to expiration of the ten (10) Business Day period set forth above, Contractor has commenced and is adjudged diligently pursuing efforts to cure such breach and such extended cure period does not extend longer than sixty (60) Days or such longer period as bankrupt or insolventthe Parties may agree. 17.1.2 In the event of termination as provided in Section 17.1.1, or makes a general assignment Owner shall compensate Contractor for the benefit all Work properly achieved as of its creditors or if a trustee or receiver is appointed for the termination, but Owner shall not compensate Contractor or for any of its property, or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under other costs associated with the bankruptcy or applicable laws, or on more than one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority termination of the City’s RepresentativeWork. Upon termination and such payment, or the Engineer, if one is appointed, or otherwise violates any provision Contractor shall deliver to Owner possession of the Contract Work in its then condition, including all Documents, then the City may, without prejudice Materials and construction supplies dedicated solely to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services construction of the Contractor Facility. 17.1.3 Upon termination of this Contract pursuant to this Section 17.1, Owner may continue and take equipment and machinery thereon owned by the Contractor and finish complete the Work or any part thereof, by whatever method the City may deem expedientcontract or otherwise. In such case, the Contractor shall not be entitled liable to receive Owner, unless otherwise contemplated herein, for any further payment until the Work is finished. Without prejudice to other rights or remedies the City may have, if the Contractor fails to begin delivery of and all reasonable costs incurred by Owner in removing Contractor’s materials and equipment, to commence Work within the time specified, to maintain the rate of delivery of material, to execute the Work in the manner and at such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it debris from the premises Site and take possession of all material and equipment, and complete the Work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. If the unpaid balance of the Contract price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess . The remedies in this Section shall be paid inclusive and additional to the Contractor. If the sums under the Contract are insufficient for completion, the Contractor or Surety shall pay to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and other remedies that may be deducted from available under applicable Law, and no action by Owner shall constitute a waiver of any money due such right or becoming due from remedy. 17.1.4 In the City. If event of termination as provided above, Owner shall have the Surety assumes right, at its sole option, to assume and become liable for any part of reasonable written obligations and commitments that Contractor may have in good faith undertaken with third parties in connection with the Work, it shall take the Contractor’s place in all respect for that part which obligations and shall be paid commitments are by Law or by their terms assumable by Owner and are not covered by the City for all Work performed by it in accordance with the Contractpayments made to Contractor under Section 17.1.2. If the Surety assumes the entire ContractOwner elects to assume any obligation of Contractor as described in this Section, all money due the Contractor at the time of its default shall be payable then as a condition precedent to the Surety as the work progresses, subject to the terms Owner’s compliance with any subsection of this Contract. The provisions of the section ARTICLE 17, Contractor shall be in addition to execute all papers and take all other rights reasonable steps requested by Owner that may be required to vest in Owner all rights, set-offs, benefits and remedies available titles necessary to the City such assumption by Owner of such obligations. Owner agrees to indemnify and hold Contractor harmless against any Liability under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationassumed by Owner pursuant hereto.

Termination by Owner for Cause. If (a) Without limiting any other rights that it may have hereunder, Owner may terminate the Agreement upon notice to Contractor if: (i) Contractor is adjudged in breach of a material provision of this Agreement and fails to cure the breach within [**] following written notice of such breach or, if such breach is not capable of being cured within such [**] period, such longer period as bankrupt or insolventis reasonably necessary so long as Contractor has commenced the cure within such [**] period and thereafter diligently pursues the cure; (ii) [**]; (iii) unless due to an Uncontrollable Circumstance, or makes Substantial Completion of a general assignment for the benefit of its creditors or if a trustee or receiver Unit is appointed for the Contractor or for any of its property, or if Contractor files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or applicable laws, or on delayed by more than [**] past the Guaranteed Substantial Completion Date for such Unit and Contractor is not, in the reasonable opinion of Owner, exercising due diligence to correct same; or (iv) a Consortium Member is Insolvent. (b) When Owner terminates the Agreement for one occasion fails to supply sufficient skilled workmen or suitable material or equipment, or on more than one occasion fails to make prompt payments to subcontractors for labor, materials, or equipment, or disregards the authority of the City’s Representativereasons stated in Section 22.2(a), or the Engineer, if one is appointed, or otherwise violates any provision of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving the Contractor and its Surety a minimum of 10 days from delivery of a written termination notice, terminate the services of the Contractor and take equipment and machinery thereon owned by the Contractor and finish the Work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. Without prejudice finished subject to other rights the provisions set forth in Section 22.2(c)(iii). (c) Upon any termination pursuant to this Section 22.2, Owner may at its option elect to: (i) assume responsibility for and take title to and possession of the Facility and Work and Equipment remaining at the Site and Equipment located outside the Site for which payment in full or remedies in part has been made by Owner; (ii) succeed automatically, without the City may have, if the Contractor fails to begin delivery necessity of materials and equipmentany further action by Contractor, to commence Work within the time specified, interests of Contractor in any or all Subcontracts entered into by Contractor with respect to maintain the rate of delivery of material, to execute the Work in the manner and at (if such locations as specified, or fails to maintain a work program which will ensure the City’s interest, or, if the Contractor is not carrying out the intent of the Contract, an Inspector’s written notice may be served upon the Contractor and the Surety on its faithful performance bond demanding satisfactory compliance with the Contract. If the Contractor or its Surety does not comply with such notice within 5 days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and take possession of all material and equipmentSubcontracts permit), and complete shall be required to compensate such Subcontractors if acceptable to such Subcontractors only for compensation becoming due and payable to such parties for goods and services provided under the terms of their Subcontracts with Contractor from and after the date Owner elects to succeed to the interests of Contractor in such Subcontracts and (iii) request that Contractor continue to perform the Work or any portion thereof pursuant to a separate agreement. In the event of any termination pursuant to this Section 22.2, Owner may, at its option, finish the Work and other work by City’s own forces, by letting the unfinished Work to another Contractor, or by a combination of such methods. Where the Contractor’s services have been so terminated by the City, said termination shall not affect any right of the City against the Contractor then existing or which whatever method Owner may thereafter accrue. Any retention or payment of monies by the City due the Contractor will not release the Contractor from compliance with the Contract Documents. deem expedient. (d) If the unpaid balance of the Contract price [**] exceeds the direct and indirect costs of completing finishing [**] the Work, Work (including compensation for additional professional servicesall reasonable administrative and other direct costs incurred as a result of such termination), such excess shall be paid to the Contractor. If the sums under cost of finishing [**] the Contract are insufficient Work “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for completionconfidential treatment and filed separately with the Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures (including all reasonable direct costs for Owner to administer the completion of the Work and other direct costs incurred by Owner as a result of such termination) exceeds the unpaid balance of [**], the Contractor or Surety shall pay the difference to the City within 5 days after the completion, all costs in excess of the Contract price. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respect for that part and shall be paid by the City for all Work performed by it in accordance with the Contract. If the Surety assumes the entire Contract, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Contract. The provisions of the section shall be in addition to all other rights and remedies available to the City under law. If after notice of termination, it is determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The Contract shall be equitably adjusted to compensate for such terminationOwner. (e) [**]