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If requested by the Owner, the CM shall provide the Owner with <br />copies of all policies thus obtained for the Project. The CM <br />shall provide the Owner with thirty (30) days advance notice of <br />cancellation, non-renewal or endorsement reducing or <br />restricting coverage. <br />8.2.5 Waiver of Subrogation <br />The Owner and the CM waive all rights against each other and <br />against the Contractors, consultants, agents and employees of <br />the other for damages occurring during construction and <br />covered by builder's risk and any property insurance required <br />for this Project, excluding the Owner's property insurance. The <br />Owner and the GM shall each require appropriate similar <br />waivers from their contractors, consultants and agents. This <br />waiver does not apply to design liability. <br />8.3 Indemnity <br />To the fullest extent permitted by law, the CM shall indemnify <br />and hold harmless the Owner, its employees, agents (including <br />the Designer), officers, directors and partners from and against <br />any and all damages and reasonable attorneys' fees incurred <br />by the Owner proximately °°'' ^~~' ^f "the <br />negligent acts, errors or omissions of the GM, or any other <br />party for whom the GM is legally liable, in performance of <br />services under this Agreement. The CM shall not be required <br />to indemnify any person against losses resulting from a breach <br />of contract or resulting from negligence, misconduct or violation <br />of laws on the part of any person indemnified hereunder. <br />The CM shall procure and maintain insurance as required by <br />and set forth in this Agreement. <br />8.3.1 Indemnification by Designer <br />The Owner shall cause the Designer to indemnify and hold <br />harmless the Owner, its employees, agents and <br />representatives to the same extent and in the same manner <br />that the CM has provided indemnification for the Owner under <br />Paragraph 8.3. <br />8.3.2 Indemnification by Contractors <br />The CM shall cause each Contractor to indemnify and hold <br />harmless the Owner, CM and Designer from and against any <br />and all claims, demands, suits, damages, including <br />consequential damages and damages resulting from personal <br />injury or property damage, costs, and expenses and fees that <br />are asserted against the Owner, CM and the Designer and that <br />arise out of or result from negligent acts or omissions or the <br />breach of the Construction Contract by the Contractor, its <br />employees, agents and representatives in pertorming the <br />Work. <br />8.4 Bonds <br />The CM shall purchase and provide 100% Pertormance and <br />Payment Bonds, which Bonds shall comply with the <br />requirements of the eneral Conditions of the <br />Orange County Contract for Construction--Construction <br />Manager at Risk. <br />ARTICLE 9 <br />TERMINATION AND SUSPENSION <br />9.1 Termination for Convenience <br />[Not used] <br />9.2 Termination for Default <br />This Agreement may be terminated by either party hereto upon <br />seuea-F7~ ten (10) working days written notice should the other <br />party fail substantially to perform in accordance with the terms <br />hereof through no fault of the terminating party or if the Project <br />in whole or substantial part is stopped for a period of one <br />hundred twenty (120) consecutive days under an order of any <br />court or other public authority having jurisdiction or as a result <br />of an act of government <br />Without in any way limiting the scope of this Paragraph 9.2, the <br />Owner may terminate this Agreement if the CM fails to begin or <br />complete the Work within the time specified for completion in <br />this Agreement, ^~ °"°" ^°'{^~^' ~"° ~nr,.,-~ a^r 4hr°° r~~ as the <br />same may be amended by change order. or shall commit a <br />material breach in the performance of the Work or shall <br />discontinue the prosecution of the Work for seven (7) <br />consecutive work days without excuse or justification, or if the <br />CM shall become insolvent, be declared bankrupt, commit any <br />act of bankruptcy or insolvency, allow any final judgment to <br />stand against the GM or its affiliated companies unsatisfied for <br />a period of forty-eight (48) hours, make an assignment for the <br />benefit of creditors, or for any other cause whatsoever shall not <br />carry on the Work in an acceptable manner. Termination under <br />this Paragraph 9.2 for failure substantially to perform in <br />accordance with the terms of this Agreement shall be without <br />prejudice to any other right or remedy that the terminating party <br />has under the Agreement or at law. <br />9.2.1 Notice and Time for Cure <br />25 <br />