not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take
legal assigninent of subcontracts and purchase orders (including rental agreements), the Construction Manager shall,
as a condition of receiving the payments referred 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 will 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 A201-2007.
§ 10.2.1 1f 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 pursuant 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 shalJ not 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 ifthe 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 ALA 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 in this Agreement shal] have the same meaning as those in A201—2007,
§ 11.2 Ownership and Use of Documents
Section 1.5 of A201~2007 shall apply to both the Preconstruction and Construction Phases.
§ 11.3 Governing Law
Section 13.1 of A201—2007 shall apply to both the Preconstruction and Construction Phases.
§ 11.4 Assignment
The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal
representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement
without the written consent of the other, except that the Owner may assign this Agreement to a lender providing
financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement.
Except as provided in Section 13.2.2 of A201—2007, neither party to the Contract shall assign the Contract as a
whole without written consent of the other. If either party attempts to make such an assignment without such
consent, that party shal] nevertheless remain legally responsible for all obligations under the Contract.
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