Common use of Owner’s Right to Perform and Terminate for Cause Clause in Contracts

Owner’s Right to Perform and Terminate for Cause. 12.2.1 If CM@Risk consistently fails to (a) provide a sufficient number of skilled workers or the materials required by the Construction Documents; (b) comply with applicable Legal Requirements; (c) pay, without cause, its Subcontractors or suppliers; (d) prosecute the Work with promptness and diligence to ensure that the Work is completed within the Contract Time(s) as may be from time to time adjusted; or (e) otherwise perform the Work and its obligations in compliance with the Contract Documents, Owner shall , in addition to any other rights and remedies provided in the Contract Documents or by law, have the right to perform or terminate as set forth herein. Owner shall provide written notice of default to CM@Risk and if CM@Risk fails to cure the default within seven (7) days of such written notice, Owner shall have the right , to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such Termination for Cause, CM@Risk shall not be entitled to recover any further payment until the Work is completed and shall then only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the GMP, then CM@Risk or its surety shall promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expenses, including consultant and attorney’s fees and expenses incurred in connection with the re-procurement and defending claims, arising from or related to CM@Risk’s default. 12.2.3 CM@Risk agrees that in the event that Owner terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongful, the sole and exclusive remedy shall be that the Termination for Cause will be automatically and retroactively converted to a Termination for Convenience and the provisions of Section 12.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 13.2.1 If CM@Risk consistently Contractor persistently fails to (a) provide a sufficient number of skilled workers workers; or the materials required by the Construction DocumentsDocuments or both; (b) comply with applicable Legal Requirements; (c) pay, without cause, its Subcontractors or suppliers; (d) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) as may be from time to time adjusted; or (e) otherwise perform the Work and its obligations in compliance with the Contract Documents, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law, have the right to perform or terminate as set forth herein. Owner shall provide after seven (7) days written notice of default to CM@Risk Contractor and if CM@Risk fails Contractor’s failure to cure the default within seven (7) days of such written notice, Owner shall have the right trial period, to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk Contractor under the Contract Documents; or (ii) terminate the Agreement with CM@Risk Contractor for all or any portion of the Work, enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which CM@Risk Contractor hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@RiskContractor’s Subcontractor and supply agreements assigned to by Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk Contractor under such Agreements and the sole recourse of Subcontractors for on pre-termination events occurring before termination of this Agreement shall be against CM@RiskContractor. 12.2.2 13.2.2 In the event of such Termination termination for Causecause, CM@Risk Contractor shall not be entitled to recover any further payment until the Work is completed and shall then only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, Project exceeding the Contract Price as set forth described below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense of completing CM@RiskContractor’s Work shall exceed the GMPContract Price, then CM@Risk Contractor or its surety shall promptly pay the difference to Owner. Such costs and expense shall include include, not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expensesexpense, including consultant and attorney’s fees and expenses incurred in connection with the re-procurement and defending claims, arising from or related to CM@RiskContractor’s default. 12.2.3 CM@Risk 13.2.3 Contractor agrees that in the event that Owner terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongful, the sole and exclusive remedy shall be that the Termination for Cause will be automatically and retroactively converted to a Termination for Convenience and the provisions of Section 12.1 13.1 of these General Conditions shall apply. 12.2.4 13.2.4 The Parties parties agree that if CM@Risk Contractor institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@RiskContractor’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@RiskContractor, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk Contractor agrees such request must be complied with. If CM@Risk Contractor fails to comply with such request, to the satisfaction of Owner, request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those SectionsAgreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk Contractor under the Contract DocumentsDocuments pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk Contractor rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk Contractor is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, Documents or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 11.2.1 If CM@Risk consistently Design-Builder persistently fails to (ai) provide a sufficient number of skilled workers workers; or the materials required by the Construction DocumentsContract Documents or both; (bii) comply with applicable Legal Requirements; (ciii) pay, without cause, its Subcontractors or suppliersDesign Consultants and Subcontractors; (div) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) as may be from time to time adjusted; or (ev) otherwise perform the Work and its obligations in compliance consistent with the Contract Documents so as to deprive Owner of the benefits afforded under the Contract Documents, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law, have the right to perform or terminate as set forth herein. Owner shall provide after seven (7) days written notice of default to CM@Risk Design-Builder and if CM@Risk fails Design-Builder’s failure to commence to cure the default within seven (7) days of such written notice, Owner shall have the right said time, to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk Design-Builder under the Contract Documents; or (ii) terminate the Agreement with CM@Risk employment of Design-Builder for all or any portion of the Work, enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk., 12.2.2 In the event of such Termination for Cause, CM@Risk shall not be entitled to recover any further payment until the Work is completed and shall then only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the GMP, then CM@Risk or its surety shall promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expenses, including consultant and attorney’s fees and expenses incurred in connection with the re-procurement and defending claims, arising from or related to CM@Risk’s default. 12.2.3 CM@Risk agrees 11.2.2 The parties agree that in the event that Owner terminates the Agreement for cause and such termination is ultimately finally determined to be improper or wrongfulimproper, the sole and exclusive remedy shall be that the Termination termination for Cause cause will be automatically and retroactively converted to a Termination termination for Convenience convenience and the provisions of Section 12.1 Article 8 of these General Conditions the Agreement shall apply. 12.2.4 11.2.3 The Parties parties agree that if CM@Risk Design-Builder institutes or has instituted against it a proceeding case under the United States Bankruptcy Code, such event may impair or frustrate CM@RiskDesign-Builder’s performance of its obligations under the Contract Documents. Accordingly, if should such event of default occursoccur, Owner shall be entitled to request CM@RiskDesign-Builder, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied withperformance. If CM@Risk Design-Builder fails to comply with such request, to the satisfaction of Owner, request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, Documents or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those SectionsAgreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk Design-Builder under the Contract DocumentsAgreement pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement Contract Document shall terminate if CM@Risk Design-Builder rejects the Agreement or if there has been a default under the Contract DocumentsAgreement, and CM@Risk Design-Builder is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, Agreement or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 If CM@Risk consistently persistently fails to (a) provide a sufficient number of skilled workers workers; or the materials required by the Construction DocumentsDocuments or both; (b) comply with applicable Legal Requirements; (c) pay, without cause, its Subcontractors or suppliers; (d) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) as may be from time to time adjusted; or (e) otherwise perform the Work and its obligations in compliance with the Contract Documents, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law, have the right to perform or terminate as set forth herein. Owner shall provide after seven (7) days written notice of default to CM@Risk and if CM@Risk fails CM@Risk’s failure to cure the default within seven (7) days of such written notice, Owner shall have the right trial period, to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to by Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for on pre-termination events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such Termination termination for Causecause, CM@Risk shall not be entitled to recover any further payment until the Work is completed and shall then only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, Project exceeding the GMP as set forth described below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the GMP, then CM@Risk or its surety shall promptly pay the difference to Owner. Such costs and expense shall include include, not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expensesexpense, including consultant and attorney’s fees and expenses incurred in connection with the re-procurement and defending claims, arising from or related to CM@Risk’s default. 12.2.3 CM@Risk agrees that in the event that Owner terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongful, the sole and exclusive remedy shall be that the Termination for Cause will be automatically and retroactively converted to a Termination for Convenience and the provisions of Section 12.1 of these General Conditions shall apply. 12.2.4 The Parties parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those SectionsAgreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract DocumentsDocuments pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, Documents or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 13.2.1 If CM@Risk consistently Contractor persistently fails to (a) provide a sufficient number of skilled workers workers; or the materials required by the Construction DocumentsDocuments or both; (b) comply with applicable Legal Requirements; (c) pay, without cause, its Subcontractors or suppliers; (d) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) as may be from time to time adjusted; or (e) otherwise perform the Work and its obligations in compliance with the Contract Documents, Owner shall have the right, in addition to any other rights and remedies provided in the Contract Documents or by law, have the right to perform or terminate as set forth herein. Owner shall provide after seven (7) days written notice of default to CM@Risk Contractor and if CM@Risk fails Contractor’s failure to cure the default within seven (7) days of such written notice, Owner shall have the right trial period, to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk Contractor under the Contract Documents; or (ii) terminate the Agreement with CM@Risk Contractor for all or any portion of the Work, enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which CM@Risk Contractor hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@RiskContractor’s Subcontractor and supply agreements assigned to by Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk Contractor under such Agreements and the sole recourse of Subcontractors for on pre- termination events occurring before termination of this Agreement shall be against CM@RiskContractor. 12.2.2 13.2.2 In the event of such Termination termination for Causecause, CM@Risk Contractor shall not be entitled to recover any further payment until the Work is completed and shall then only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, Project exceeding the Contract Price as set forth described below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense of completing CM@RiskContractor’s Work shall exceed the GMPContract Price, then CM@Risk Contractor or its surety shall promptly pay the difference to Owner. Such costs and expense shall include include, not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expensesexpense, including consultant and attorney’s fees and expenses incurred in connection with the re-procurement and defending claims, arising from or related to CM@RiskContractor’s default. 12.2.3 CM@Risk 13.2.3 Contractor agrees that in the event that Owner terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongful, the sole and exclusive remedy shall be that the Termination for Cause will be automatically and retroactively converted to a Termination for Convenience and the provisions of Section 12.1 13.1 of these General Conditions shall apply. 12.2.4 13.2.4 The Parties parties agree that if CM@Risk Contractor institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@RiskContractor’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@RiskContractor, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk Contractor agrees such request must be complied with. If CM@Risk Contractor fails to comply with such request, to the satisfaction of Owner, request within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those SectionsAgreement. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk Contractor under the Contract DocumentsDocuments pending receipt of adequate assurances of performance and actual performance in accordance herewith. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk Contractor rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk Contractor is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, Documents or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 11.2.1 If CM@Risk consistently Design-Builder persistently fails to (ai) provide a sufficient number of skilled workers or workers, (ii) supply the materials required by the Construction Contract Documents; , (biii) comply with applicable Legal Requirements; , (civ) timely pay, without cause, its Subcontractors Designer, Subcontractors, or suppliers; Sub-Subcontractors, (dv) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) ), as such times may be from time to time adjusted; , or (evi) otherwise perform the Work and its material obligations in compliance with under the Contract Documents, Owner shall then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the right to perform or terminate as rights set forth herein. in Sections 11.2.2 and 11.2.3 below. 11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner shall may provide written notice of default to CM@Risk and if CM@Risk fails Design-Builder that it intends to cure terminate the default Agreement unless the problem cited is cured, or commenced to be cured, within seven five (75) days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written noticenotice to Design-Builder of such declaration. Such written notice shall provide an adequate description of the alleged condition of default. 11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner shall have the right , to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, may enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment equipment, scaffolds, tools, appliances, appliances and other items thereon, which have been purchased by the Owner, all of which CM@Risk Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such Termination for Causetermination, CM@Risk Design-Builder shall not be entitled to recover receive any further payment payments under the Contract Documents until the Work is shall be finally completed and shall then in accordance with the Contract Documents. If the GMP Proposal has been agreed upon prior to such termination, Design-Builder will only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMPdefault. In the event If Owner’s termination was proper and if Owner’s cost and expense of completing CM@Risk’s the Work shall exceed exceeds the GMPunpaid balance of the Contract Price, then CM@Risk or its surety Design-Builder shall promptly be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract DocumentsWork, but also losses, damages, costs and expense, including attorneys’ fees and expenses, including consultant and attorney’s fees and expenses incurred by Owner in connection with the re-procurement and defending claims, defense of claims arising from or related to CM@RiskDesign-Builder’s default. 12.2.3 CM@Risk agrees that in the event that 11.2.4 If Owner improperly terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongfulcause, the sole and exclusive remedy shall be that the Termination termination for Cause cause will be automatically and retroactively converted to a Termination termination for Convenience and convenience in accordance with the provisions of Section 12.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice Article 8 of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy CodeAgreement.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 If CM@Risk consistently fails to (a) provide a sufficient number of skilled workers or the materials required by the Construction Documents; (b) comply with applicable Legal Requirements; (c) pay, without cause, its Subcontractors or suppliers; (d) prosecute the Work with promptness and diligence to ensure that the Work is completed within the Contract Time(s) as may be from time to time adjusted; or (e) otherwise perform the Work and its obligations in compliance with the Contract Documents, Owner shall , in addition to any other rights and remedies provided in the Contract Documents or by law, have the right to perform or terminate as set forth herein. Owner shall provide written notice of default to CM@Risk and if CM@Risk fails to cure the default within seven (7) days of such written notice, Owner shall have the right , to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, enter upon the premises and take possession, for the purpose of completing the Work, of all job- job-owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such Termination for Cause, CM@Risk shall not be entitled to recover any further payment until the Work is completed and shall then only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense of completing CM@Risk’s Work shall exceed the GMP, then CM@Risk or its surety shall promptly pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract Documents, but also losses, damages, costs and expenses, including consultant and attorney’s fees and expenses incurred in connection with the re-procurement and defending claims, arising from or related to CM@Risk’s default. 12.2.3 CM@Risk agrees that in the event that Owner terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongful, the sole and exclusive remedy shall be that the Termination for Cause will be automatically and retroactively converted to a Termination for Convenience and the provisions of Section 12.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 9.3.1 If CM@Risk consistently fails Design-Builder persistently falls to (ai) provide a sufficient number of skilled workers or workers, (ii) supply the materials required by the Construction Contract Documents; , (biii) comply with applicable Legal Requirements; , (civ) timely pay, without cause, its Subcontractors or suppliers; Subcontractors, (dv) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) ), as such times may be from time to time adjusted; , or (evi) otherwise perform the Work and its material obligations in compliance with under the Contract Documents, Owner shall then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the right to perform or terminate as rights set forth herein. in GC 9.3.2, 9.3.3, and 9.3.4. 9.3.2 Upon the occurrence of an event set forth in GC 9.3.1, Owner shall may provide written notice of default to CM@Risk and if CM@Risk fails Design-Builder that it intends to cure terminate the default Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may give a second written noticenotice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, cures, or reasonably commences to cure, such problem, then Owner, in Owner’s sole discretion , may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration or may choose to not terminate the contract and allow Design-Builder to continue performance. 9.3.3 Upon declaring the Agreement terminated pursuant to GC 9.3.2, Owner shall have the right , to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, may enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment equipment, scaffolds, tools, appliances, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which CM@Risk Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 9.3.4 In the event of such Termination for Causetermination, CM@Risk Design-Builder shall not be entitled to recover receive any further payment payments under the Contract Documents until the Work is shall be finally completed and shall then in accordance with the Contract Documents. Design-Builder will only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMPdefault. In the event If Owner’s cost and expense of completing CM@Risk’s the Work shall exceed exceeds the GMPunpaid balance of the Contract Price, then CM@Risk or its surety Design-Builder shall promptly be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract DocumentsWork, but also losses, damages, costs and expense, including attorneys’ fees and expenses, including consultant and attorney’s fees and expenses incurred by Owner in connection with the re-procurement reprocurement and defending claims, defense of claims arising from or related to CM@RiskDesign-Builder’s default. 12.2.3 CM@Risk agrees that in the event that 9.3.5 If Owner improperly terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongfulcause, the sole and exclusive remedy shall be that the Termination termination for Cause cause will be automatically and retroactively converted to a Termination termination for Convenience and convenience in accordance with the provisions of Section 12.1 of these General Conditions shall applyGC 9.2. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy Code.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 11.2.1 If CM@Risk consistently Design-Builder persistently fails to (ai) provide a sufficient number of skilled workers or workers, (ii) supply the materials required by the Construction Contract Documents; , (biii) comply with applicable Legal Requirements; , (civ) timely pay, without cause, its Subcontractors Design Consultants or suppliers; Subcontractors, (dv) prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) ), as such times may be from time to time adjusted; , or (evi) otherwise perform the Work and its material obligations in compliance with under the Contract Documents, Owner shall then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the right to perform or terminate as rights set forth herein. in Sections 11.2.2 and 11.2.3 below. 11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner shall may provide written notice of default to CM@Risk and if CM@Risk fails Design-Builder that it intends to cure terminate the default Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence (as determined by the Owner) to cure, such problem, then Owner may give a second written noticenotice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, fails to cure, or reasonably commence (as determined by the 11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner shall have the right , to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, may enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment equipment, scaffolds, tools, appliances, appliances and other items thereon, which have been purchased or provided for the performance of the Work, and take over the contracts of any Subcontractor or Consultant all of which CM@Risk Design-Builder hereby transfers, assigns and sets over to Owner, if Owner so requests, for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such Termination for Causetermination, CM@Risk Design-Builder shall not be entitled to recover receive any further payment payments under the Contract Documents until the Work is shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall then be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMPdefault. In the event If Owner’s cost and expense of completing CM@Risk’s the Work shall exceed exceeds the GMPunpaid balance of the Contract Price, then CM@Risk or its surety Design-Builder shall promptly be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract DocumentsWork, but also losses, damages, costs and expense, including attorneys’ fees and expenses, including consultant and attorney’s fees and expenses incurred by Owner in connection with the re-procurement reprocurement and defending claims, defense of claims arising from or related to CM@RiskDesign-Builder’s default, subject to the waiver of consequential damages set forth in Section 10.5 hereof. 12.2.3 CM@Risk agrees that in the event that 11.2.4 If Owner improperly terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongfulcause, the sole and exclusive remedy shall be that the Termination termination for Cause cause will be automatically and retroactively converted to a Termination termination for Convenience and convenience in accordance with the provisions of Section 12.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice Article 8 of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy CodeAgreement.

Owner’s Right to Perform and Terminate for Cause. 12.2.1 11.2.1 If CM@Risk consistently Design-Builder (i) persistently fails to (a) provide a sufficient number of skilled workers or workers, (ii) fails to supply the materials required by the Construction Contract Documents; , (biii) fails to comply with applicable Legal Requirements; , (civ) fails to timely pay, without cause, its Subcontractors Design Consultants or suppliers; Subcontractors, (dv) fails to prosecute the Work with promptness and diligence to ensure that the Work is completed within by the Contract Time(s) ), as such times may be from time to time adjusted; , or (evi) otherwise fails to perform the Work and its other material obligations in compliance with under the Contract Documents, Owner shall then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the right to perform or terminate as rights set forth herein. in Sections 11.2.2 and 11.2.3 below. 11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner shall may provide written notice of default to CM@Risk and if CM@Risk fails Design-Builder that it intends to cure terminate the default Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days 7)days of Design-Builder's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem then Owner may give a second written noticenotice to Design-Builder declaring the Agreement terminated for default. 11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner shall have the right , to (i) perform and furnish through itself or through others it selects any such labor, materials, or Work, and to deduct the cost thereof from any monies due or to become due to CM@Risk under the Contract Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work, may enter upon the premises and take possession, for the purpose of completing the Work, of all job- owned materials, equipment equipment, scaffolds, tools, appliances, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which CM@Risk Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee, provided however, Owner should have no responsibility or liability for acts or omission of CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring before termination of this Agreement shall be against CM@Risk. 12.2.2 In the event of such Termination for Causetermination, CM@Risk Design-Builder shall not be entitled to recover receive any further payment payments under the Contract Documents until the Work is shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price for Work performed prior to its default exceeds the cost and expense incurred by Owner in completing the Work, such excess shall then be paid by Owner to Design-Builder. Design-Builder will only be entitled to be paid for all Work performed prior to its date of default minus costs incurred by Owner to complete the Project, as set forth below, to the extent those costs exceed the GMPdefault. In the event If Owner’s 's cost and expense of completing CM@Risk’s the Work shall exceed exceeds the GMPunpaid balance of the Contract Price, then CM@Risk or its surety Design-Builder shall promptly be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work to the satisfaction of Owner and of performing and furnishing all labor, services, tools, equipment and other items required in the Contract DocumentsWork, but also losses, damages, costs and expense, including attorneys' fees and expenses, including consultant and attorney’s fees and expenses incurred by Owner in connection with the re-procurement reprocurement and defending claims, defense of claims arising from or related Design-Builder's default, subject to CM@Risk’s defaultthe waiver of consequential damages set forth in Section 10.5 hereof. 12.2.3 CM@Risk agrees that in the event that 11.2.4 If Owner improperly terminates the Agreement for cause and such termination is ultimately determined to be improper or wrongfulcause, the sole and exclusive remedy shall be that the Termination termination for Cause cause will be automatically and retroactively converted to a Termination termination for Convenience and convenience in accordance with the provisions of Section 12.1 of these General Conditions shall apply. 12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance of its obligations under the Contract Documents. Accordingly, if such event of default occurs, Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate assurance of future performance and CM@Risk agrees such request must be complied with. If CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days after receiving notice Article 8 of the request, Owner, in addition to any other rights and remedies provided by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish through itself or through others any such labor, materials or equipment necessary for the completion of the Work and necessary to maintain the Contract Time(s) of performance, and to deduct the costs from any monies due or to become due CM@Risk under the Contract Documents. In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk is unable to give adequate assurances that it will perform as provided in the Contract Documents, to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming the Agreement under the applicable provisions of the Bankruptcy CodeAgreement.