Common use of Termination by Owner for Convenience Clause in Contracts

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

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

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the Owner may, without cause, terminate this Agreement effective upon the date identified by the Owner in the written notice. The Construction Manager shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to termination of contracts for construction of public improvements when Work thereon is stopped because of a national emergency, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager shall be paid (a) for the Work performed to date including Overhead and Profit; (b) for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the Owner, the Construction Manager Owner may terminate this Agreement if at any time for any reason in its sole discretion by giving written notice thereof to Contractor, which termination shall be effective upon the giving of such notice by Owner. Upon receiving any such notice of termination, Contractor shall stop performing the Work and, except as otherwise directed by Owner, shall cancel as quickly as possible all orders placed by it with Subcontractors and Vendors and shall use all reasonable efforts to minimize cancellation charges and other costs and expenses associated with the termination of the Agreement. Contractor shall also promptly assign all subcontracts and purchase orders which Owner wishes to retain in accordance with Section 15.9. (b) In the event of a termination by Owner under this Section, Contractor shall be entitled to receive a termination payment (the “Termination Payment”) equal to the sum of the following, without duplication: (i) that portion of the Separated Contract Price that is applicable to Work completed up to the date of termination that has not previously been stopped paid to Contractor (as determined below); (ii) the expenses reasonably incurred by Contractor in withdrawing Contractor’s Equipment and personnel from the Job Site and in otherwise demobilizing; (iii) the expenses reasonably incurred by Contractor in terminating contracts with Subcontractors and Vendors pertaining to the Work (excluding fees of any Affiliates of Contractor), except to the extent Owner has instructed Contractor not to terminate such contracts, in which event such contract will be assigned to Owner, subject to Owner’s assumption of same and, if required, Owner’s adequate assurance to such Subcontractors or Vendors regarding Owner’s ability to pay; (iv) the expenses incurred in connection with Contractor’s obligations set forth under Section 15.9 (to the extent not otherwise reimbursed pursuant to the preceding clause (i)) and (v) loss of anticipated profits for a the Work unperformed. (c) Owner and Contractor shall determine the amount due to Contractor pursuant to the preceding clause (b)(i) in accordance with the Schedule of Values for completed Milestones and in accordance with the Contractor’s Rate Schedule for partially completed Milestones. Contractor shall document the costs claimed under clauses (b)(ii), (b)(iii), and (b)(iv) above to Owner’s reasonable satisfaction and shall supply Owner with copies of the Subcontractor and Vendor invoices and other receipts covering amounts claimed under such clauses. Contractor shall submit an invoice to Owner for the Termination Payment with the supporting information and documents referred to above, and Owner shall pay such invoice within thirty (30) Day period through no fault days after its receipt of same unless it disputes any portion thereof, in which event Owner shall only pay the undisputed portion of the Construction Manager for any Termination Payment within such thirty (30) day period and the dispute over the remainder of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner claimed Termination Payment may be resolved pursuant to Article XVII. Contractor shall utilize reasonable commercial efforts to include termination for convenience provision with terms similar to the foregoing in all subcontracts, contracts and purchase orders. (d) Any amount owed pursuant to Section 12.1. In addition, upon seven (715.3(b) Days' written notice shall be subject to adjustment to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager shall be entitled to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver to the Owner all papers, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved by the Owner any materials, supplies, and equipment as the Owner directs, with all proceeds paid or credited to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the provisions of this Agreement still apply to extent any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination datecontains Defects.

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

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the Owner may, without cause, terminate this Agreement effective upon the date identified by the Owner in the written notice. The Construction Manager shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to termination of contracts for construction of public improvements when Work thereon is stopped because of a national emergency, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager shall be paid ‌ (a) for the Work performed to date including Overhead and Profit; (b) for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the Owner, the Construction Manager The Owner may terminate this Agreement if Contract, in whole or in part, at any time without cause upon giving the Work has been stopped for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience pursuant to Section 12.1. In addition, upon seven (7) Days' Contractor written notice to of such termination in the Ownermanner provided in Section 1 (definition of "Notice") or these General Conditions. Upon such termination, the Construction Manager may terminate this Agreement if Contractor shall immediately cease Work and remove from the Owner: (a) assigns this Agreement over Site all of its labor forces, equipment, and such of its materials as Owner elects not to purchase or to assume in the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this sectionmanner hereinafter provided. Upon such termination, the Construction Manager Contractor shall be entitled take such steps as Owner may require to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver assign to the Owner the Contractor's interest in all papersSubcontracts and purchase orders designated by Owner. After all such steps have been taken to Owner's satisfaction, documents, the Contractor shall receive as full compensation for termination and submissions required under this Agreement whether in draft or final form; assignment the following: (b1) take all action required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment Amounts due for which payment has been or will be made Work performed in accordance with the Contract Documents subsequent to the latest approved Schedule or Values and all subcontracts, orders, and commitments which have been made in accordance Certificate for Payment through the date of termination; and (2) All amounts then otherwise due under the terms of this Contract associated with the Work performed prior to the date of termination; and (3) Reasonable compensation for the actual cost of demobilization inclined by the Contractor as a direct result of such termination. The Contractor shall not be entitled to any compensation or damages for lost profits or for any other type of contractual compensation or damages other than those provided in Subsection 42(a). The Owner may offset any claims it may have against the Contractor against the amounts due to the Contractor. Upon payment of the foregoing, Owner shall have no further obligations to Contractor of any nature. The Contractor agrees to waive all claims against the Owner for any consequential damages that may arise from or relate to the Owner's termination of the Contract Documents; including, but not limited to, damages for loss of revenue, income, profit, business, reputation, or bonding capacity. (b) In no event shall termination for the convenience of the Owner terminate the obligations of the Contractor's surety on its payment and performance bonds. (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved Any actions by the Owner permitted herein shall not be deemed a waiver of any materials, supplies, and equipment as other right or remedy of the Owner directs, with all proceeds paid under the Contract or credited to under the Ownerlaw. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the The provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before Section shall survive termination of the termination date.Contract.‌

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the The Owner may, without cause, terminate this Agreement effective upon the date identified by the Owner in the written notice. The Construction Manager shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to termination of contracts for construction of public improvements when Work thereon is stopped because of a national emergency, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager shall be paid (a) for the Work performed to date including Overhead and Profit; (b) for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if Contract, in whole or in part, at any time without cause upon giving the Work has been stopped Contractor written Notice of such termination. Upon Notice of termination for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience pursuant to Section 12.1. In addition, upon seven (7) Days' written notice to the Ownerconvenience, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement Contractor shall immediately cease Work and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager shall be entitled to recover remove from the Site all of its labor forces, equipment and such of its materials as Owner payment for all Work properly executedelects not to purchase or to assume in the manner hereinafter provided. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute and deliver The Contractor also shall take such steps as Owner may require to assign to the Owner the Contractor’s interest in all papersSubcontracts and purchase orders designated by Owner. After all such steps have been taken to Owner’s satisfaction, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action required to assign, transfer, and vest in the Owner Contractor shall receive as full compensation the rights of the Construction Manager to all materials, supplies, and equipment following: 1. Amounts due for which payment has been or will be made Work performed in accordance with the Contract Documents subsequent to the latest approved Schedule of Values and all subcontractsCertificate for Payment (CO-12) through the date of termination; and 2. All amounts due under Contract for Work completed prior to the date of termination; and 3. Reasonable compensation for the actual cost of demobilization incurred by the Contractor as a direct result of termination for convenience, ordersplus overhead not to exceed 15 percent (15%) of the direct costs of demobilization. The Contractor agrees it shall not be entitled to any additional compensation, including but not limited to loss of revenue, income, profit, business, reputation, or bonding capacity, consequential damages or lost profits, but shall only receive payment upon termination for convenience as stated in this Subsection 42(a). The Owner may offset any claims it may have against the Contractor against the amounts due to the Contractor. Upon payment of the amounts stated in this Subsection 42(a), Owner shall have no further obligations to Contractor of any nature. In no event shall termination for the convenience of the Owner terminate the obligations of the Contractor’s surety on the payment and commitments which have been made in accordance with performance bonds. The provisions of Sections 3(j), 9(e), 14, 30 and 45 also shall survive termination of the Contract Documents; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved convenience. Any actions by the Owner permitted herein shall not be deemed a waiver of any materials, supplies, and equipment as other right or remedy of the Owner directs, with all proceeds paid under the Contract or credited to under the Ownerlaw. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the The provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before Section shall survive termination of the termination dateContract.

Termination by Owner for Convenience. Upon written notice to the Construction Manager, the A. Owner may, without causeupon written notice, terminate this Agreement effective upon the date identified by the Owner in the written notice. The Construction Manager shall immediately stop (without prejudice to any right or remedy of Owner) the Work, follow or any part of it, for the convenience of Owner's instructions regarding shutdown . B. Unless Owner directs otherwise, after receipt of a written notice of termination for either cause or convenience, the CM/GC shall promptly: 1. Stop performing Work on the date and termination proceduresas specified in the notice of termination; 2. Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work as is not terminated; 3. Cancel all orders and subcontracts, upon terms acceptable to Owner, to the extent that they relate to the performance of Work terminated; 4. Assign to Owner all of the right, title, and strive interest of the CM/GC in all orders and subcontracts; 5. Take such action as may be necessary or as directed by Owner to minimize preserve and protect the Work, Project site, and any further costsother property related to this Project in the possession of the CM/GC in which Owner has an interest; and 6. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains Continue performance only to termination of contracts for construction of public improvements when Work thereon is stopped because of a national emergency, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. the extent not terminated. C. If the Owner terminates the Agreement Work or any portion thereof for Convenienceconvenience, the Construction Manager shall be paid (a) for the Work performed to date including Overhead and Profit; (b) for all demobilization costs and costs incurred as a result of the termination but not including Overhead or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience pursuant to Section 12.1. In addition, upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager CM/GC shall be entitled to recover from make a request for an equitable adjustment for its reasonable direct costs incurred prior to the Owner payment effective date of the termination, plus a reasonable allowance for all overhead and profit on Work properly executed. If this Agreement is terminated for performed prior to termination, plus the reasonable administrative costs of the termination, but shall not be entitled to any reasonother costs or damages, whatsoever, provided however, the Construction Manager shall: (a) execute and deliver to total sum payable upon termination shall not exceed the Owner all papers, documents, and submissions required under this Agreement whether in draft or final form; (b) take all action Contract Sum reduced by prior payments. The CM/GC shall be required to assign, transfer, and vest in the Owner the rights of the Construction Manager to all materials, supplies, and equipment for which payment has been or will be made make its request in accordance with the Contract Documents and all subcontractsprovisions of part 7. D. If Owner terminates the Work or any portion thereof for convenience, orders, and commitments which have been made in accordance with the Contract Documents; (c) exert reasonable effort to reduce to a minimum the Time shall be adjusted as determined by Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved by the Owner any materials, supplies, and equipment as the Owner directs, with all proceeds paid or credited to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination date.

Termination by Owner for Convenience. Upon The Authority may for any reason whatsoever terminate this Contract for convenience. The Authority shall give written notice of such termination to the Construction Manager, Contractor specifying when termination becomes effective. 10.2.1 The Contractor shall incur no further obligations in connection with the Owner may, without cause, terminate this Agreement effective upon Work and the date identified by Contractor shall stop the Owner in the written noticeWork when such termination becomes effective. The Construction Manager Contractor shall immediately stop also terminate outstanding orders and subcontracts. The Contractor shall settle the Work, follow the Owner's instructions regarding shutdown liabilities and termination procedures, and strive to minimize any further costs. Provisions of law as contained in Chapter 573A, Code of Iowa, which pertains to termination of contracts for construction of public improvements when Work thereon is stopped because of a national emergency, shall apply to and be a part of this Agreement and binding upon all Parties hereto, including Subcontractors and Sureties. If the Owner terminates the Agreement for Convenience, the Construction Manager shall be paid (a) for the Work performed to date including Overhead and Profit; (b) for all demobilization costs and costs incurred as a result claims arising out of the termination but not including Overhead of subcontracts and orders. The Authority may direct the Contractor to assign the Contractor's right, title, and interest under terminated orders or Profit on Work not performed. CONSTRUCTION MANAGER'S RIGHT TO TERMINATE Upon seven (7) Days' written notice subcontracts to the Owner, the Construction Manager may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of the Construction Manager for any of the following reasons: (a) under court order or order of other governmental authorities having jurisdiction; (b) as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Construction Manager, materials are not available; or (c) suspension by the Owner for convenience pursuant to Section 12.1. In addition, upon seven (7) Days' written notice to the Owner, the Construction Manager may terminate this Agreement if the Owner: (a) assigns this Agreement over the Construction Manager's reasonable objection, or (b) fails to pay the Construction Manager in accordance with this Agreement and the Construction Manager has complied with Section 10.5, or (c) upon termination by the Construction Manager in accordance with this section, the Construction Manager Authority. 10.2.2 The Contractor shall be entitled to recover from the Owner payment for all Work properly executed. If this Agreement is terminated for any reason, the Construction Manager shall: (a) execute transfer title and deliver to the Owner all papersAuthority such completed or partially completed work, documentsmaterials, equipment, parts, fixtures, information and submissions contract rights as the Contractor has. (a) The Contractor shall submit a termination claim to the Authority specifying the amounts due because of the termination for convenience together with costs, pricing or other data required under this Agreement whether by the Authority. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Authority shall pay the Contractor, an amount derived in draft or final form; accordance with subparagraph [c] below. (b) take all action required The Authority and the Contractor may agree to assignthe compensation, transferif any, due to the Contractor hereunder. (c) Absent agreement to the amount due to the Contractor, the Authority shall pay the Contractor the following amounts: (i) Contract prices for labor, materials, equipment, and vest other services accepted under this Contract. (ii) Reasonable costs incurred in preparing to perform and in performing the Owner the rights terminated portion of the Construction Manager to all materials, suppliesWork, and equipment in terminating the Contractor's performance, plus a fair and reasonable allowance for which payment has overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have been completed, no profit shall be allowed or will included and the amount of compensation shall be made reduced to reflect the anticipated rate of loss, if any; (iii) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant hereto. These costs shall not include amounts paid in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents; (c) exert reasonable effort to reduce to a minimum the Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (d) cancel any subcontracts, orders and commitments as the Owner directs; and (e) sell at prices approved by the Owner any materials, supplies, and equipment as the Owner directs, with all proceeds paid or credited to the Owner. OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to this article, the other provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination datehereof.

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