BY PROVIDING WRITTEN NOTICE TO DESIGN-BUILDER
OF SUCH DECLARATION.
IF (I) THE INSURANCE COVERAGE REQUIRED BY DESIGN-BUILDER
PURSUANT ARTICLE 17 HEREOF IS SUSPENDED OR CANCELLED WITHOUT DESIGN-BUILDER
PROVIDING IMMEDIATE REPLACEMENT COVERAGE (AND, IN ANY CASE, WITHIN FOURTEEN (14)
DAYS OF THE OCCURRENCE THEREOF) MEETING THE REQUIREMENTS SPECIFIED IN ARTICLE 17
HEREOF; (II) IF APPLICABLE, A DEFAULT OCCURS UNDER THE PERFORMANCE BOND OR THE
PAYMENT BOND, OR THE PERFORMANCE BOND OR PAYMENT BOND IS REVOKED OR TERMINATED
AND SUCH PERFORMANCE BOND OR THE PAYMENT BOND IS NOT IMMEDIATELY
36
REPLACED (AND, IN ANY CASE, WITHIN FOURTEEN (14) DAYS OF THE OCCURRENCE THEREOF)
BY DESIGN-BUILDER WITH A PERFORMANCE BOND OR A PAYMENT BOND PROVIDING AT LEAST
THE SAME LEVEL OF COVERAGE IN A FORM AND FROM A SURETY ACCEPTABLE TO OWNER AND
LENDERS, OR THE SURETY UNDER THE PERFORMANCE BOND OR PAYMENT BOND INSTITUTES OR
HAS INSTITUTED AGAINST IT A CASE UNDER THE UNITED STATES BANKRUPTCY CODE; (III)
DESIGN-BUILDER PURPORTS TO MAKE AN ASSIGNMENT OF THIS AGREEMENT IN BREACH OF THE
PROVISIONS OF SECTION 21.1 HEREOF, OR (IV) ANY REPRESENTATION OR WARRANTY MADE
BY DESIGN-BUILDER UNDER SECTION 18.1 HEREOF WAS FALSE OR MATERIALLY MISLEADING
WHEN MADE, THEN OWNER MAY TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO
DESIGN-BUILDER.
15.2.3
UPON DECLARING THE AGREEMENT TERMINATED PURSUANT TO SECTION 15.2.2
ABOVE, OWNER MAY ENTER UPON THE PREMISES AND TAKE POSSESSION, FOR THE PURPOSE OF
COMPLETING THE WORK, OF ALL MATERIALS, EQUIPMENT, SCAFFOLDS, TOOLS, APPLIANCES
AND OTHER ITEMS THEREON, WHICH HAVE BEEN PURCHASED FOR THE PERFORMANCE OF THE
WORK, ALL OF WHICH DESIGN-BUILDER HEREBY TRANSFERS, ASSIGNS AND SETS OVER TO
OWNER 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, DESIGN-BUILDER WILL BE PAID PROMPTLY
BY OWNER FOR WORK PERFORMED PRIOR TO ITS DEFAULT.
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 PROMPTLY 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 EXPENSES, 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 19.4 AND THE LIMITATION OF LIABILITY
SET FORTH IN SECTION 19.5 HEREOF.
15.2.4
IF OWNER IMPROPERLY TERMINATES THE AGREEMENT FOR CAUSE, THE
TERMINATION FOR CAUSE WILL BE CONVERTED TO A TERMINATION FOR CONVENIENCE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 15.3.
15.3
OWNER'S RIGHT TO TERMINATE FOR CONVENIENCE.
15.3.1
UPON TEN (10) DAYS' WRITTEN NOTICE