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after receipt of notice, the Agreement may not be terminated <br />for default. <br />9.2.2 Payment to the CMAR <br />In the event of termination pursuant to Paragraph 9.2, the <br />CMAR shall be paid a reasonable pro-rata portion of the <br />Guaranteed Maximum Price, based on the percentage of such <br />incomplete services actually completed prior to the date of <br />termination, less any amount by which the total cost paid by the <br />Owner to complete the Work for which the CMAR is <br />responsible, including Fees and General Conditions, exceeds <br />the Guaranteed Maximum Price. In addition, the Owner may <br />deduct from the final payment to the CMAR any liquidated <br />damages or other damages for which the CMAR is liable under <br />this Agreement. No payment shall be due under this <br />Paragraph until the Project is finally complete and all rights and <br />claims by Contractors for work on the Project have been settled <br />and paid. <br />9.2.3 Assignment of Contracts <br />In the event of termination pursuant to Paragraph 9.2, all <br />construction and supply contracts between the CMAR and all <br />Contractors and other suppliers for the Project shall be <br />immediately assignable to the Owner, at the option of the <br />Owner, on the same terms and conditions applicable to the <br />CMAR under those contracts. The CMAR shall obtain the <br />consent of each Contractor and supplier, in their respective <br />contracts with the CMAR, to this assignment. <br />9.3 Additional Termination Provisions <br />In the event of termination under either Paragraph 9.1 or 9.2, <br />the CMAR agrees to: <br />deliver to the Owner all Project as-built records, operating <br />manuals, warranties and other Project information generated to <br />date; <br />deliver to the Owner copies of all shop drawings and other <br />submittals received to date; <br />convey to the Owner or its designees title to all materials, <br />supplies, partially or wholly fabricated parts and components, <br />and any other property acquired by the CMAR for the Project; <br />and <br />provide the Owner with copies of all pending claims under the <br />CMAR builder s risk policy. <br />9.4 Suspension <br />The Owner may order, in writing, the CMAR to suspend all or <br />any part of the CMAR's services for the Project for the <br />convenience of the Owner or for work stoppage beyond the <br />control of the Owner or the CMAR. If the performance of all or <br />any part of the services for the Project is suspended, an <br />equitable adjustment in the Guaranteed Maximum Price shall <br />be made and this Agreement shall be modified in writing <br />accordingly. <br />9.4.1 General Conditions <br />In the event the CMAR's services on the Project are <br />suspended, the Owner shall reimburse the CMAR for all of the <br />General Conditions allowed for by this Agreement for the first <br />thirty (30) days of such suspension. The CMAR shall reduce <br />the size of staff for the remainder of the suspension period as <br />directed by the Owner and during such period, the Owner shall <br />reimburse the CMAR for all costs of reduced General <br />Conditions. Upon cessation of the suspension, the CMAR shall <br />restore the construction site and home office staff to its former <br />size. <br />9.4.2 Reassignment of Personnel <br />Persons assigned to another project during such suspension or <br />period and not available to return to this Project upon cessation <br />of the suspension shall be replaced. The Owner shall <br />reimburse the CMAR for reasonable costs incurred in <br />relocating staff persons returning to the Project or new persons <br />assigned to the Project. <br />9.4.3 Protracted Suspension <br />If the Project is suspended by the Owner for more than one <br />hundred twenty (120) consecutive days, the CMAR shall have <br />the option of requiring that the Guaranteed Maximum Price be <br />renegotiated. Subject to the provisions of this Agreement <br />relating to termination, a delay or suspension of the Project <br />does not void this Agreement. <br />9.4.4 Additional Compensation to Contractors <br />The CMAR shall include provisions in its contracts with <br />Contractors substantially the same as this Paragraph 9.4, <br />allowing for suspension of the Project by the Owner, and <br />providing that suspension shall not be grounds for termination <br />of the contracts except on the terms set forth in this Agreement. <br />If the Owner suspends the Project for reasons other than <br />default by the CMAR or any of its Contractors, the Guaranteed <br />Maximum Price will be adjusted by an amount sufficient to <br />29 <br />