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24 <br /> Orange County, NC I CONSTRUCTION MANAGER AT RISK CONTRACT I CONFIDENTIAL DRAFT <br /> of the CMAR, the CMAR may, after fifteen (15) days written notice, terminate the Contract pursuant to <br /> Article 22. <br /> ARTICLE 2: TERMINATION FOR CONVENIENCE <br /> 21.1 The Owner may terminate this Contract, in whole or in part, at any time for its convenience upon not <br /> less than ten (10)days written notice to the CMAR. <br /> 21.2 CMAR's Obligations Upon Notice. Upon receipt of a termination notice,the CMAR shall: (a)stop Work <br /> as specified on the effective date; (b)terminate all subcontracts and purchase orders related to terminated <br /> Work; (c) protect and preserve all Work in place and Owner property; (d) transfer title and deliver all <br /> completed Work, work in progress, materials, documents, and project records to the Owner; and (e)submit <br /> a final termination settlement proposal within sixty (60) days of the effective date. <br /> 21.3 Compensation on Termination for Convenience. The CMAR shall be entitled to payment for: (a) all <br /> Work completed and accepted prior to the termination date; (b) materials purchased and irrevocably <br /> committed for incorporation in the Work; (c) reasonable, documented demobilization and wind-down costs; <br /> (d) costs of settling terminated subcontracts properly chargeable to the terminated Work; and (e) <br /> reasonable profit on Work performed, but not on settlement expenses or on materials returned to suppliers. <br /> The total payment shall not exceed the GMP, less payments previously made. <br /> 21.4 Excluded Costs. The following are not compensable upon termination for convenience: anticipated <br /> profit on unperformed Work; general overhead not specifically allocable to this Contract; claims for lost <br /> business opportunities; and any costs not properly documented. <br /> 21.5 Audit Rights. The Owner may audit all books, records, and supporting documentation relevant to the <br /> termination settlement proposal. The CMAR shall preserve all records for three (3) years after final <br /> settlement. <br /> 21.6 Phase 1 Termination for Convenience. If the termination occurs during Phase 1, the CMAR's <br /> entitlement is limited to the Pro-Rata Pre-Construction Fee for services performed as described in Section <br /> 4.9. <br /> 21.7 Termination under this paragraph does not release either the CMAR or its surety from liability or <br /> responsibility for any default of other transaction or occurrence prior to the date of termination and <br /> demobilization from this Project. <br /> ARTICLE 22: TERMINATION FOR CAUSE (DEFAULT) <br /> 22.1 Grounds for Termination. The Owner may terminate this Contract for cause if the CMAR: (a)fails to <br /> commence or maintain adequate progress toward timely completion; (b) abandons the Work; (c) fails to <br /> comply with any material term of this Contract; (d) becomes insolvent, is declared bankrupt, or makes an <br /> assignment for the benefit of creditors; (e) allows any final judgment to stand unsatisfied for seventy-two <br /> (72) hours; or(f) anticipatorily repudiates its obligations. <br /> 22.2 Notice and Opportunity to Cure. Before terminating for cause, the Owner shall provide written notice <br /> to the CMAR specifying: the nature of the default; the corrective action required; and the time period to <br /> cure, which shall be ten (10) calendar days for most defaults, or such longer period as the Owner <br /> determines appropriate for complex defaults. If the default cannot reasonably be cured within ten (10)days, <br /> the CMAR shall commence cure and submit a written Cure Plan within the cure period, demonstrating how <br /> the CMAR will diligently complete the cure within a reasonable time. The Owner, in its sole discretion, may <br /> approve an extended cure period as may be reasonably necessary to allow for CMAR to complete the cure, <br /> provided CMAR is continuing and diligently proceeding to complete the cure. <br /> 22.3 Termination After Failure to Cure. If the CMAR fails to cure within the time specified or fails to diligently <br /> pursue an approved Cure Plan, the Owner may terminate by issuing a written Notice of Termination for <br /> Cause, effective not less than ten (10) days after receipt. <br /> Page 21 of 35 <br />