Agenda - 01-15-2008-4y1 - Laserfiche WebLink

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failure substantially to perform in accordance with the terms of this Agreement shall be without prejudice to any other right or remedy that the terminating party has under the Agreement or at law. 9.2.1 Notice and Time for Cure Neither party to this Agreement may terminate this Agreement without first giving the other party ten (10} business days notice of the intent to terminate the Agreement, measured from actual receipt of the notice. If the grounds for termination stated in the written notice are removed or cured within ten (10) business days after receipt of notice, the Agreement may not be terminated for default. 9.2.2 Payment to the GM In the event of termination pursuant to Paragraph 9.2, the CM shall be paid a reasonable pro- rata portion of the Guaranteed Maximum Price, based on the percentage of such incomplete services actually completed prior to the date of termination including materials purchased or stored but not yet incorporated into the Work, less any amount by which the total cost paid by the Owner to complete the Work for which the CM is responsible, including reasonable Fees and General Conditions, exceeds the Guaranteed Maximum Price. In addition, the Owner may deduct from the final payment to the CM any liquidated damages or other damages for which the CM is liable under this Agreement. No payment shall be due under this Paragraph until the Project is finally complete and all rights and claims by Contractors for work on the Project have been settled and paid. 9.2.3 Assignment of Contracts In the event of termination pursuant to Paragraph 9.2, all construction and supply contracts between the CM and all Contractors and other suppliers for the Project shall be immediately assignable to the Owner, at the option of the Owner, on the same terms and conditions applicable to the CM under those contracts. The CM shall obtain the consent of each Contractor and supplier, in their respective contracts with the CM, to this assignment. 9.3 Additional Termination Provisions In the event of termination under either Paragraph 9.1 or 9.2, the CM agrees to: deliver to the Owner all Project as-built records, operating manuals, warranties and other Project information generated to date; deliver to the Owner copies of all shop drawings and other submittals received to date; convey to the Owner or its designees title to all materials, supplies, partially or wholly fabricated parts and components, and any other property acquired by the CM for the Project; and provide the Owner with copies of all pending claims under the CM builder's risk policy. 9.4 Suspension The Owner may order, in writing, the CM to suspend all or any part of the CM's services for the Project for the convenience of the Owner or for work stoppage beyond the control of the Owner or the CM. If the performance of all or any part of the services for the Project is suspended, an equitable adjustment in the Guaranteed Maximum Price shall be made and this Agreement shall be modified accordingly by written change order. 9.4.1 General Conditions [Not used] 9.4.2 Reassignment of Personnel Persons assigned to another project during such suspension or period and not available to return to this Project upon cessation of the suspension shall be replaced. The Owner shall reimburse the CM for reasonable costs incurred in relocating staff persons returning to the Project or new persons assigned to the Project. 9.4.3 Protracted Suspension If the Project is suspended by the Owner for more than one hundred twenty (120) consecutive days, the CM shall have the option of requiring that the Guaranteed Maximum Price be adjusted by written change order so that the CM suffers no loss or diminution in expectancy by virtue of such suspension. Subject to the provisions of this Agreement relating to termination, a delay or suspension of the Project does not void this Agreement. 9.4.4 Additional Compensation to Contractors 25