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<br />9 9.2.2 EXTENT OF CONTRACT
<br />This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents
<br />the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior
<br />negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written
<br />instrument signed by both the Owner and Construction Manager. If anything in any document incorporated into this
<br />Agreement is inconsistent with this Agreement, this Agreement shall govern.
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<br />99.2.3 OWNERSHIP AND USE OF DOCUMENTS
<br />Article 1.6 of A20 1 ThL 1997 shall apply to both the Preconstruction and Construction Phases.
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<br />99.2.4 GOVERNING LAW
<br />The Contract shall be governed by the law of the place where the Project is located.
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<br />99.2.5 ASSIGNMENT
<br />The Owner and Construction Manager respectively bind themselves, their pattners, successors, assigns and legal
<br />representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
<br />party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided
<br />in Section 13.2.2 of A201ThL1997, neither party to the Contract shall assign the Contract as a whole without written
<br />consent of the other. If either party attempts to make such an assignment without such consent, that party shall
<br />nevertheless remain legally responsible for all obligations under the Contract.
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<br />ARTICLE 10 TERMINATION OR SUSPENSION
<br />910.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE
<br />910.1.1 Priorto 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 A201 TM.-1997.
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<br />910.1.2 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.
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<br />910.1.3 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 ofthe 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 termination
<br />at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum 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 its
<br />completion.
<br />.3 Subtract the aggregate of previous payments made by the Owner on account of the Construction
<br />Phase.
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<br />The Oi,,'ucr shall also pay the Construction ~fanager fair Gempensatielt, either by purchase or rental at the ele~tiefl Elf
<br />the O'o'mer. for aBe)' eqt:ipmeBt-owne4by.{he-GtlnstruetioB .Manager \"I,.ich the Owner elects to retain and 'Shieh is
<br />H"t "t-hor'.'."s, iHo~ud.d in the Cost of the Work under-Sec4ion ] O. U .1. To the e"tem tbaHl1e-ChmeF"lectc, to take
<br />legal as::;ig.ll.t11ent of subcontracts and puroRafl-e--{)l'\Jers{il-l€htd:i116 rental 3g.reeme_Bt::',), the COHstru€tien :kIanager sha1l1
<br />Hs-a-€fmd#jf)fl-ef-retx~,ivi:l:l%-ttH~-tlayrncnt; referred to in thi-s--:\.r~jde 1 ()~~l-deli-ve-r----a+l-sl1eh papers ~';ond tak(\
<br />HllfiU€lHi-tt"f)&;o,--iHGltlding,-t+lt-,--k gal ~~:: ~;ibluHer:.t of ::uC..fl--s-HBt."€tfltfU€fs..itfld-etllt.-'\.f--eontraetu-al-r-ight&--o f the COfl.;truetl-tm
<br />MaHagef,--as-theO wneHnay-r'*Jltife-'l{~ purpose of IUlly yesti llg ill tbe Ov:""r-th<H~ghts-afld b eHetk, of the
<br />f~ls-trHetK-)rl-M-ana-g:e-F--u-ndel:'1ffi€h ,;ubeon-traets or parcha,;e order:;.
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<br />8-ubeBRtraet-s-,-purchace orders aHd n~ll:tal 2"greeffi3R1:S en~zr,zd into by th,c Cons~ruc6m ,p,1.aFlnger Y. ith the Ownerls
<br />~r-ap-t3ro\ al prior to the enceutioll of ,'\1-fi2fldH.{efl{ 'k-fl). 1 shall con-tain proyisions pernlittiflg assi;nment to :he
<br />G\';I:~r [1:; described abon~. If the Ovner accepts SHea assignment, the O',~iner ~;hull reimburse or iooenmify the
<br />Con:;tructionl\1aFla;er with respect to all Gosts arisia; uRder the subcontru.cL purchase order Elf rental agreement
<br />t'*GeyM.4R{}&e.....w-hieh ,;':ould not haye be'*!. reimbursal31e as Cost of~he \-Vorl~ :fthe cOBtmct had Ret bean :crnlinate(~. If
<br />the {},Yl1cr elect; TIot to accefl~ the assignment of any Sl:ibeeR:ra;::t~ purchase order or rental agreemem '.\~ki;::h ',,,"ould
<br />havc,-cmlS-titured"fr-.(;es.t-e.f-dte 'ATork .had this ag.~'eemefl.t not beel: terminat~"-(;{)nstfu-€t:O,H J\fanager ~;ha]]
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