Shearer and Associates Inc 3/9/2020

subcontractor or consultant all of which 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. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work 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 be paid by Owner to Design-Builder. If Owner's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price,then Design-Builder shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work,but also losses,damages, costs and expense, including attorneys'fees and expenses, incurred by Owner in connection with the re-procurement and defense of claims arising from Design-Builder's default, subject to the waiver of consequential damages set forth in Section 10.5 hereof. 11.2.4 If Owner improperly terminates the Contract for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Article 8 of the Contract. 11.3 Reserved 11.4 Design-Builder's Right to Terminate for Cause 11.4.1 Design-Builder, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Contract for cause for the following reasons: 11.4.1.1 The Work has been stopped for 60 consecutive days, or more than 90 days during the duration of the Project,because of court order,any government authority having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof, provided that such stoppages are not due to the acts or omissions of Design-Builder or anyone for whose acts Design-Builder may be responsible. 11.4.1.2 Owner's failure to provide Design-Builder with any information, permits or approvals that are Owner's responsibility under the Contract Documents which result in the Work being stopped for 60 consecutive days, or more than 90 days during the duration of the Project, even though Owner has not ordered Design-Builder in writing to stop and suspend the Work pursuant to Section 11.1.1 hereof. 11.4.2 Upon the occurrence of an event set forth in Section 11.4.1 above, Design-Builder may provide written notice to Owner that it intends to terminate the Contract unless the problem cited is cured,or reasonably commenced(as determined by Design Builder)to be cured,within seven days of Owner's receipt of such notice. If Owner fails to cure, or reasonably commence (as determined by Design Builder)to cure, such problem,then Design-Builder may give a second written notice to Owner of its intent to terminate within an additional seven day period. If Owner,within such second seven day period, fails to cure, or reasonably commence (as determined by Design Builder) to cure, such problem, then Design-Builder may declare the Contract terminated for default by providing written notice to Owner of such declaration. In such case, Design-Builder shall be entitled to recover in the same manner as if Owner had terminated the Contract for its convenience under Article 8 of the Contract. 11.5 Bankruptcy of Owner or Design-Builder 11.5.1 If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the"Bankrupt Party"), such event may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract Documents. Accordingly, should such event occur: 11.5.1.1 The Bankrupt Party, its trustee or other successor,shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to East Clearwell Project General Conditions of Contract Page 23