Common use of TERMINATION BY THE OWNER Clause in Contracts

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) A. The Owner may, for any reason whatsoever, terminate performance under this the Construction Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's ’s right, title title, and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information information, and Contract contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) . The Contractor shall submit a termination claim to the Owner and the Design Professional specifying the amounts due because of the termination for convenience together with costs, pricing pricing, or other data required by the OwnerOwner or the Design Professional. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph Section (3) below; (2) . The Owner and the Contractor may agree to the compensation, if any, any due to the Contractor hereunder; (3) . Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices a. Actual costs for labor, materials, equipment equipment, and other services accepted under this Contract; the Construction Contract plus a maximum of five percent (b5%) Reasonable costs incurred in preparing to perform for all overhead and in performing the terminated portion of the workother indirect costs, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite overhead and five percent (5%) as profit thereon (such profit shall not include anticipated profit or consequential damages); provided provided, however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Construction Contract would have been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any;; and (c) b. Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) Section XIX.A of this ParagraphArticle. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) Section XIX.A shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, made and shall in no event include duplication of payment. (B) B. If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel personnel, or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment equipment, and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contractthe Contract Documents, then the Owner, in addition to any other rights it may have against the Contractor or othersother, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion Final Completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Construction Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) Section XIX.B and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) Section XIX.A and the provisions of Subparagraph 19(A) Section XIX.A shall apply.

TERMINATION BY THE OWNER. § 15.6.1 The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The § 15.6.2 When the Owner mayterminates the Contract for cause as provided in Section 15.6.1, the CM/GC shall not be entitled to receive further payment until the Work is finished and shall only be entitled to payment for any reason whatsoever, terminate performance under this Contract Work satisfactorily performed by the Contractor CM/GC in accordance with the Contract Documents. If the costs of finishing the Work, exceed the unpaid balance, the CM/GC shall pay the difference to the Owner. This obligation for conveniencepayment shall survive termination of the Contract. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor CM/GC shall also terminate outstanding orders and subcontracts. The Contractor CM/GC shall settle the liabilities and claims Claims arising out of the termination of subcontracts and orders. In the event the CM/GC is terminated by the Owner for cause pursuant to Section 15.6.1 and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination under Section 18.3 and the provisions of Section 15.6.3 shall apply. § 15.6.3 The Owner may, at any time and for any reason, terminate this Contract. The Owner shall give no less than seven (7) days’ written notice of such Termination to the CM/GC specifying when termination becomes effective. The CM/GC shall incur no further obligations in connection with the Work and the CM/GC shall stop Work when such Termination becomes effective. The CM/GC shall also terminate outstanding orders and subcontracts. The CM/GC shall settle the liabilities and Claims arising out of the Termination of subcontracts and orders. The Owner may direct the Contractor CM/GC to assign the ContractorCM/GC's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor CM/GC shall transfer title and deliver to the Owner such completed or partially completed work Work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor CM/GC has. When terminated for conveniencepursuant to this article, the Contractor following shall be compensated as followsapply: (1) .1 The Contractor CM/GC shall submit a termination claim to the Owner Termination Claim per Article 12, specifying the amounts claimed due because of the termination for convenience Termination, together with costs, pricing or other supporting data required by the OwnerDesign Professional. If Failure by the Contractor fails CM/GC to file a termination claim Termination Claim within one ninety (190) year days from the effective date of terminationTermination shall be deemed a complete waiver by the CM/GC of any right to any payment; .2 Before or after receipt of the Termination Claim, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor CM/GC may agree to the compensation, if any, due to the Contractor CM/GC hereunder;; and (3) Absent agreement to .3 If the CM/GC has filed the Termination Claim but the CM/GC and the Owner do not agree on an amount due to the ContractorCM/GC, the Owner shall pay the Contractor CM/GC the following amounts: amounts within thirty (a30) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of days after submitting the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.claim:

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (Aa) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated due compensation as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner. If the Contractor agrees that it waives any claims for termination if it fails to file a termination claim within one one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the ContractorUnless waived under 0, or mutually agree under 0, the Owner shall pay the Contractor the following amounts, and may condition same on a release: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, performance plus a fair and reasonable allowance for direct jobsite overhead and profit thereon thereof (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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraphorders. These costs shall not include amounts paid in accordance with other provisions hereof. . b) The total sum to be paid the Contractor under this Subparagraph 19(A) O shall not exceed the total Contract PricePrice under any outstanding Work Orders, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (Bc) If the Contractor does not perform the workWork, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site of the Work and of all materials and equipment at the site and may complete the workWork. In such case, the Contractor shall not be paid further until the work Work is complete. After final completion of a Work Order has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) sub-paragraph and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) hereunder and the provisions of Subparagraph 19(A) this O shall apply.

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner and the Engineer specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the OwnerOwner or the Engineer. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner and the Project Manager specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the OwnerOwner or the Project Manager. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

TERMINATION BY THE OWNER. The Owner 12.1.1 This Part 2 Agreement may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When be terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner, at its option, provided Owner has a legitimate business reason, related to the Project or otherwise, for such termination, upon seven (7) days' written notice to the Design/Builder. If such termination occurs during the Contractor fails to file a termination claim within one (1) year from the effective date of terminationconstruction phase, the Owner shall pay the ContractorDesign/Builder for Work completed, an orders in process that cannot be cancelled and for reimbursable expenses incurred to the date of termination, plus the profit Design/Builder would have received if the balance of the Work had been executed, subject to Design/Builder's obligation to use all commercial reasonable efforts to mitigate its damages by seeking replacement work or otherwise, with Design/Builder's profit being calculated at five (5%) percent of the Contract Sum for the remaining unexecuted Work ("Termination Expenses"). Notwithstanding the foregoing, the Termination Expense shall not be payable by Owner if Owner terminates this Agreement for cause or pursuant to Section 13.1.1 hereof and Design/Builder fails to revise the construction documents to reduce the Contract Sum to the amount derived stated in Section 13.1.1 to Owner's reasonable satisfaction. 12.1.2 If the Design/Builder defaults or persistently fails or neglects to carry out the Work in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree Contract Documents or fails to perform the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractorprovisions of this Part 2 Agreement, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it appears may give written notice 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 included and the amount of compensation shall be reduced Owner intends to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of terminate this ParagraphPart 2 Agreement. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it Design/Builder fails to timely discharge its obligations for laborcorrect the defaults, equipment and materialsfailure or neglect within seven (7) days after being given notice, or proceeds to disobey applicable lawthe Owner may then give a second written notice and, or otherwise commits a violation of a material provision of this Contractafter an additional seven (7) days, then the Owner, in addition Owner may without prejudice to any other rights it may have against remedy, make good such deficiencies and deduct the Contractor or othersreasonable cost thereof from payments due the Design/Builder or, at Owner's option, may terminate the performance employment of the Contractor Design/Builder and assume take possession of the Project site and of all materials thereon owned by the Design/Builder, as well as all Construction Documents, including without limitation, all drawings, plans and specifications, and finish the Work by whatever method the Owner may deem expedient. Notwithstanding the foregoing, if Design/Builder's cure of such default or failure to perform would take longer than such initial seven (7) day period following Owner's notice and the additional seven (7) day period, Design/Builder shall have thirty (30) days from the date of Owner's initial notice to complete such cure, provided Design/Builder begins to cure such default or failure within the initial seven (7) day period and diligently pursues such cure, and provided such cure will not impact the construction schedule or date of Substantial Completion, before Owner exercises its rights under this Section 12.1.2. Design/Builder shall, in the event of such termination, remove its equipment, tools, construction equipment at and machinery from the site and may complete within three (3) days from the workdate of such termination. In such case, If the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion unpaid balance of the Contract Price, as it may be modified hereunder, remains after Sum exceeds the cost to expense of finishing the Owner of completing the work, including Work and all costs and expenses of every nature incurred, has been deducted damages incurred by the Owner, such remainder excess shall belong be paid to the ContractorDesign/Builder. OtherwiseIf the expense of completing the Work and all damages incurred by the Owner exceeds the unpaid balance, the Contractor Design/Builder shall pay and make whole the Owner for such costdifference to the Owner. This obligation for payment shall survive the termination of the Contractthis Part 2 Agreement. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall applySee Rider.

TERMINATION BY THE OWNER. The (a) This Agreement may be terminated by the Owner may terminate this Contract upon fifteen (15) business days written notice to the Contractor in accordance with the following terms event that Contractor stops all work on the facility construction inspector or alternatively, a mutually agreeable Second Architect issues a certificate to such effect) and conditions:abandons the Facility, other than as a result of a Force Majeure or a breach by Owner hereunder; unless Contractor shall have recommenced Work on the Facility continuously and diligently during the second fifteen (15) business day notice period. (Ab) The Owner may, for any reason whatsoever, terminate performance If the Contractor materially defaults under this Contract Agreement or persistently fails or neglects to carry out the material terms of this Agreement or materially fails to perform the provisions of this Agreement in a manner that has a material adverse effect upon the construction or the progress of construction (as certified by the Contractor for convenience. The Architect), the Owner shall my give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to that the Owner or its designee. The Contractor shall transfer title and deliver intends to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Ownerterminate this Agreement. If the Contractor fails to file a termination claim correct the material defaults, failure or neglect within one fifteen (115) year from the effective date of terminationbusiness days after being given notice, the Owner shall pay my then give a second written notice and, after an additional fifteen (l5) business days if such default remains uncured after such second fifteen (15)business day cure period or such longer period as my reasonably be required to effect a cure, provided that the ContractorContractor commences and diligently prosecutes a cure, an amount derived in accordance with Subparagraph (3) below;the Owner my at the Owner's option, terminate this Agreement. (2c) The Owner and In the Contractor may agree to the compensation, if any, due to the Contractor hereunder; event of any termination under clause (3a) Absent agreement to the amount due to the Contractoror (b) above, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, work completed and for proven loss sustained upon materials, equipment and other services accepted under this Contract; (b) Reasonable applicable damages, and, upon Physical Completion, reasonable profit and overhead. Such reasonable profit and overhead shall include, without limitation, a sum equal to the percent complete of the hard construction cost of the Facility as indicated on a draw request multiplied by the principal amount of the Price Increase Loan and the Cash Collateral Holdback, offset by the Owner's actual reasonable costs incurred directly by Owner and certified by the Architect, in preparing to perform and in performing the terminated portion excess of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion balance of the Contract PricePrice related to promptly achieving Physical Completion of the Facility after such termination proceeding in a reasonable manner. Upon any such payment, as it may be modified hereunder, remains after the cost all debts and obligations of each party to the Owner other on account of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without causeand this Agreement (except for those representations and warranties, such termination covenant and indemnities which survive this Agreement) shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) discharged, terminated and the provisions of Subparagraph 19(A) shall applyreleased.

TERMINATION BY THE OWNER. The Owner may terminate Procedure -In the event that any of the provisions of this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract Agreement are violated by the Contractor or any of his Subcontractors or if the Contractor is adjudged a bankrupt, or if he makes a general assignment for convenience. The the benefit of his creditors, or if a receiver is appointed on account of his insolvency, or if he persistently or repeatedly refuses or fails, except in cases for which extension of time is provided for in the Contract Documents, to supply enough properly skilled workmen and proper materials to keep the Project on schedule, or if he fails to make prompt payment to Subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or if he fails to cure the reason for a suspension invoked by the Owner pursuant to Paragraph 16.01 after said suspension has been in effect for fifteen (15) days, then the Owner may serve written notice upon the contractor, and the Surety, of its intention to terminate this Agreement and that unless within five (5) days after the serving of such notice upon the Contractor such violation shall give cease or arrangements for correction satisfactory to the Owner be made, this Agreement shall upon expiration of said five (5) days, and upon a written notice of such termination being delivered to the Contractor specifying when termination becomes effectiveby Owner cease and terminate. The Contractor In the event of any such termination, the Owner shall incur no further obligations in connection with immediately serve notice thereof upon the work Surety and the Contractor Contractor, and the Surety shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders have the right to take over and subcontracts. The Contractor shall settle perform this Agreement provided, however, that if the liabilities and claims arising out Surety does not commence performance thereof within five (5) days from the date of the termination mailing to Surety of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner. If the Contractor fails to file a termination claim within one (1) year from the effective date notice of termination, the Owner shall pay may take over the Work and prosecute the same to completion in accordance with this Agreement for the account and at the expense of the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree and his Surety shall be liable to the compensationOwner for any excess cost occasioned the Owner thereby, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractorand in such event, the Owner shall pay may take possession of and utilize in completing the Contractor the following amounts: (a) Contract prices for labor, work such materials, equipment equipment, tools, and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing plans as may be on the terminated portion site of the work, Work and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.necessary therefore

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner and the Manager specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the OwnerOwner or the Manager. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

TERMINATION BY THE OWNER. § 13.6.1 The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The § 13.6.2 When the Owner mayterminates the Contract for cause as provided in Article 13.6.1, the CM/GC shall not be entitled to receive further payment until the Work is finished and shall only be entitled to payment for any reason whatsoever, terminate performance under this Contract Work satisfactorily performed by the Contractor CM/GC in accordance with the Contract Documents. If the costs of finishing the Work, exceed the unpaid balance, the CM/GC shall pay the difference to the Owner. This obligation for conveniencepayment shall survive termination of the Contract. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor CM/GC shall also terminate outstanding orders and subcontracts. The Contractor CM/GC shall settle the liabilities and claims Claims arising out of the termination of subcontracts and orders. In the event the CM/GC is terminated by the Owner for cause pursuant to Article 13.6.1 and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination under Article 18.3 and the provisions of Article 13.6.3 shall apply. § 13.6.3 The Owner may, at any time and for any reason, terminate this Contract. The Owner shall give no less than seven (7) days’ written notice of such Termination to the CM/GC specifying when termination becomes effective. The CM/GC shall incur no further obligations in connection with the Work and the CM/GC shall stop Work when such Termination becomes effective. The CM/GC shall also terminate outstanding orders and subcontracts. The CM/GC shall settle the liabilities and Claims arising out of the Termination of subcontracts and orders. The Owner may direct the Contractor CM/GC to assign the ContractorCM/GC's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor CM/GC shall transfer title and deliver to the Owner such completed or partially completed work Work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor CM/GC has. When terminated for conveniencepursuant to this article, the Contractor following shall be compensated as followsapply: (1) .1 The Contractor CM/GC shall submit a termination claim to the Owner Termination Claim per Article 12, specifying the amounts claimed due because of the termination for convenience Termination, together with costs, pricing or other supporting data required by the OwnerDesign Professional. If Failure by the Contractor fails CM/GC to file a termination claim Termination Claim within one ninety (190) year days from the effective date of terminationTermination shall be deemed a complete waiver by the CM/GC of any right to any payment; .2 Before or after receipt of the Termination Claim, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor CM/GC may agree to the compensation, if any, due to the Contractor CM/GC hereunder;; and (3) Absent agreement to .3 If the CM/GC has filed the Termination Claim but the CM/GC and the Owner do not agree on an amount due to the ContractorCM/GC, the Owner shall pay the Contractor CM/GC the following amounts: amounts within thirty (a30) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of days after submitting the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.claim:

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) A. The Owner may, for any reason whatsoever, terminate performance under this Construction Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's ’s right, title title, and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information information, and Contract contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) . The Contractor shall submit a termination claim to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing pricing, or other data required by the OwnerOwner or the Architect. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph Section (3) below; (2) . The Owner and the Contractor may agree to the compensation, if any, any due to the Contractor hereunder; (3) . Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices a. Actual costs for labor, materials, equipment equipment, and other services accepted under this Contract; Construction Contract plus a maximum of five percent (b5%) Reasonable costs incurred in preparing to perform for all overhead and in performing the terminated portion of the workother indirect costs, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite overhead and five percent (5%) as profit thereon (such profit shall not include anticipated profit or consequential damages); provided provided, however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Construction Contract would have been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any;; and (c) b. Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) Section XIX.A of this ParagraphArticle. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) Section XIX.A shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, made and shall in no event include duplication of payment. (B) B. If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel personnel, or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment equipment, and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contractthe Contract Documents, then the Owner, in addition to any other rights it may have against the Contractor or othersother, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion Final Completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the this Construction Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) Section XIX.B and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) Section XIX.A and the provisions of Subparagraph 19(A) Section XIX.A shall apply.

TERMINATION BY THE OWNER. The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner and the Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the OwnerOwner or the Architect. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

TERMINATION BY THE OWNER. 10.2.1.1 The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, whatsoever terminate performance under this Contract by the Contractor contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. . 10.2.1.2 The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, ; title and interest under termination terminated orders or subcontracts to the Owner or its designee. . 10.2.1.3 The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows:. (1a) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph subparagraph (3c) below;. (2b) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder;. (3c) Absent agreement to the amount due to the Contractorcontractor, the Owner shall pay the Contractor the following amounts: (ai) Contract prices for labor, materials, equipment and other services accepted under this Contract; (bii) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite 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 included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (ciii) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) 10.2.1.2 of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) 10.2.1 shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) 10.2.2.1 If the Contractor does not perform persistently or repeatedly refuses or fails to prosecute the work, or any part thereof, work in a timely manner, supply adequate laborenough properly skilled workers, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations make prompt payment to Subcontractors or for materials or labor, equipment and materialsor persistently disregards laws, ordinances, rules, regulations or proceeds to disobey applicable laworders of any public authority having jurisdiction, or otherwise commits is guilty of a substantial violation of a material provision of this Contract, then the OwnerOwner may by written notice to the Contractor, in addition without prejudice to any other rights it may have against the Contractor right or othersremedy, may terminate the performance employment of the Contractor contractor and assume take possession of the Project site and of all materials materials, equipment, tools, construction equipment and equipment at machinery thereon owned by the site Contractor and may complete finish the workwork by whatever methods it may deem expedient. In such case, the Contractor shall not be paid entitled to receive any further payment until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall applyfinished.