2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at
the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum ip that
Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time
of termsnation bears to a reasonable estimate of the probable Cost of the Work upon tts completion,
and
+ Subtract the aggregate of previous payments made by the Owner for Construction Phase services
The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of
the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is
not otherwise tncluded in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take
legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall,
as a condition of receiving the payments refered to in this Article 10, execute and deliver all such papers and take
all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction
Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the
Construction Manager under such subcontracts or purchase orders All Subcontracts, purchase orders and rental
agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner
as described above.
If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the
Owner wall reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase
order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not
been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental
agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction
Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction
Manager the costs necessarily incurred by the Construction Manager because of such termination.
§ 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price
Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1
and 10 2 2 below, the Contract may be terminated as provided in Article 14 of AIA Document A20! 2007
§ 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the
amount payable to the Construction Manager pursuant to Sections 14 2 and 14.4 of A201 2007 shall not exceed the
amount the Construction Manager would otherwise have received pursuaal to Sections 10.1.2 and 10.1.3 of this
Agreement.
§ 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price
Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201-2007 shall nat exceed
the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above,
except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the
Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually
completed.
§ 10.3 Suspension
The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201 2007. In such case,
the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA
Document A201-2007, except that the term “profit” shall be understood to mean the Construction Manager’s Fee as
described in Sections 5.1 and 5.3.5 of this Agreement
ARTICLE 11 MISCELLANEOUS PROVISIONS
§ 11.1 Terms inthis Agreement shall have the same meaning as those in A201~2007
§ 11.2 Ownership and Use of Documents
Section 1.5 of A20t-2007 shall apply to both the Preconstruction and Construction Phases.
§ 11.3 Governing Law
Section 13.1 of A20!-2007 shall apply to both the Preconstruction and Construction Phases.
. AIA Document A133” - 2009 (formerly A121'™ CMe - 2003), Copyright © 1991, 2003 and 2009 by The American instilute of Architects. All rights reserved
Init. The “Amencan Inshitule of Archiects,* “AFA,* the AIA Logo, and ‘AIA Contract Documents” are registered trademarks and may not be used w ihoul pe: mission 17
This document was produced by AIA soltwase at 11 15.33 ET 0: 06/04/2021 under Order No 4797552925 which sapires on 09/23/2021, is not for resale. is
licensed fos one-lime use only, and may anly be used in accordance wih the A‘A Contract Documents? Terms ol Service. To report copyrighi violations. e-mail
copyright@aia org.
User Noles: (IJB9SADA4E)
