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ARTICLE 10 TERMINATION OR SUSPENSION <br /> 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE <br /> § 10. 1 .1 Prior to execution by both parties of Amendment No. I establishing the Guaranteed Maximum Price, the <br /> Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this <br /> Contract for any of the reasons described in Section 14. 1 . 1 of A2011M 1997 .A201TM- 1997, as modified . <br /> § 10.1 .2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10. 1 prior to <br /> commencement of the Construction Phase, the Construction Manager shall be equitably compensated for <br /> Preconstruction Phase Services performed prior to receipt of notice of termination; provided, however, that the <br /> compensation for such services shall not exceed the compensation set forth in Section 4. 1 . 1 . <br /> § 10. 1 .3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10. 1 after <br /> commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation <br /> provided in Section 10. 1 .2, be paid an amount calculated as follows: <br /> .1 Take the Cost of the Work incurred by the Construction Manager. <br /> .2 Add the Construction Manager' s Fee computed upon the Cost of the Work to the date of to 'nation <br /> at the rate stated in Section 5 . 1 or, if the Construction Manager' s Fee is stated as a fixed suin in that <br /> Section, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the <br /> time of termination bears to a reasonable estimate of the probable Cost of the Work upon it <br /> completion. <br /> .3 Subtract the aggregate of previous payments made by the Owner on account of the Construction <br /> Phase. <br /> The Owner shall also pay the. Construction Manager fair compensation, either by purchase or rental at the lection of <br /> the Owner, fori,any equipment owned by the Construction Manager which the Owner elects to retain and which is <br /> not otherwise included in the Cost of the Work under Section 10. 1 .3 . 1 . To the extent that the Owner elects to take <br /> legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Man iger shall, <br /> as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers 9, nd take <br /> all such steps; including the legal assignment of such subcontracts and other contractual rights of the Construction <br /> Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits o the <br /> Construction Manager under such subcontracts or purchase orders. <br /> Subcontracts, purchase' orders and rental agreements entered into by the Construction Manager with the Owner' s <br /> written approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignmer t to the <br /> Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the <br /> Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement <br /> except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated . If <br /> the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would <br /> have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall <br /> terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction anager <br /> the costs necessarily incurred by the Construction Manager by reason of such termination. <br /> § 101 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE <br /> Subsequent to execution by both parties of Amendment No. 1 , the Contract may be terminated as provided in Article <br /> 14 of A20IT*'9r:A201TM- 1997, as modified. <br /> § 10.2. 1 In the event of such termination by the Owner, the amount payable to the Construction Manager pt rsuant to <br /> Section 14. 1 .3 of A201T'-1997 A201TM- 1997, as modified, shall not exceed the amount the Construction Vanager <br /> would have been entitled to receive pursuant to Sections 10. 1 .2 and 10. 1 .3 of this Agreement. <br /> § 10.2.2' In the event of such termination by the Construction Manager, the amount to be paid to the Constn ction <br /> Manager under ' Section 14. 1 .3 of A2011M 1997 A201TM-1997 , as modified, shall not exceed the amount the <br /> Construction Manager would have been entitled to receive under Sections 10. 1 .2 and 10. 1 .3 above, except Lhat the <br /> Construction Manager' s Fee shall be calculated as if the Work had been fully completed by the Construction <br /> Manager, including a reasonable estimate of the Cost of the Work for Work not actually completed. <br /> AIA Document A121 TMCMc — 2003 and AGC Document 565. Copyright ® 1991 and 2003 by The American Institute of Architects and The Associated <br /> General Contractors of America. All rights reserved. WARNING : This document Is protected by U.S. Copyright Law and International Treaties. 20 <br /> Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be <br /> prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:50: 12 on 04/19/2005 1 inder Order <br /> No. 1000126313_1 which expires on 6/29/2005, and is not for resale. <br /> User Notes: ( 1413727908) <br />