Common use of TERMINATION PRIOR TO ESTABLISHMENT OF THE GUARANTEED MAXIMUM PRICE Clause in Contracts

TERMINATION PRIOR TO ESTABLISHMENT OF THE GUARANTEED MAXIMUM PRICE. § 15.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the CM/GC for the Owner’s convenience and without cause, and the CM/GC may terminate this Agreement, upon not less than fourteen (14) days’ written notice to the Owner, for the reasons set forth in Section 13.5.1. § 15.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1 prior to the commencement of the Construction Phase, the CM/GC shall be equitably compensated for Preconstruction Phase services satisfactorily performed prior to the effective date of termination which shall not be earlier than fourteen (14) days after the date of receipt of a notice to terminate. In no event, shall the CM/GC’s compensation under this Section exceed the compensation set forth in Section 5.1. § 15.1.3 If the Owner terminates the Contract pursuant to Section 13.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the CM/GC an amount calculated as follows, which amount shall be in addition to any compensation paid to the CM/GC under Section 13.1.2: .1 Take the Cost of the Work incurred by the CM/GC to the date of termination; .2 Add the CM/GC’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the CM/GC’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 15.1.4 The Owner shall also pay the CM/GC fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the CM/GC which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 15.1. 3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the CM/GC shall, as a condition of receiving the payments referred to in this Article 15, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the CM/GC, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the CM/GC under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the CM/GC will contain provisions allowing for assignment to the Owner as described above. § 15.1.5 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the CM/GC for actual 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 CM/GC will terminate the subcontract, purchase order or rental agreement and the Owner will pay the CM/GC the costs necessarily incurred by the CM/GC because of such termination.

TERMINATION PRIOR TO ESTABLISHMENT OF THE GUARANTEED MAXIMUM PRICE. § 15.1.1 13.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the CM/GC for the Owner’s convenience and without cause, and the CM/GC may terminate this Agreement, upon not less than fourteen (14) days’ written notice to the Owner, for the reasons set forth in Section 13.5.1. § 15.1.2 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1 prior to the commencement of the Construction Phase, the CM/GC shall be equitably compensated for Preconstruction Phase services satisfactorily performed prior to the effective date of termination which shall not be earlier than fourteen (14) days after the date of receipt of a notice to terminate. In no event, shall the CM/GC’s compensation under this Section exceed the compensation set forth in Section 5.1. § 15.1.3 13.1.3 If the Owner terminates the Contract pursuant to Section 13.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the CM/GC an amount calculated as follows, which amount shall be in addition to any compensation paid to the CM/GC under Section 13.1.2: .1 Take the Cost of the Work incurred by the CM/GC to the date of termination; .2 Add the CM/GC’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the CM/GC’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 15.1.4 13.1.4 The Owner shall also pay the CM/GC fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the CM/GC which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 15.113.1. 3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the CM/GC shall, as a condition of receiving the payments referred to in this Article 1513, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the CM/GC, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the CM/GC under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the CM/GC will contain provisions allowing for assignment to the Owner as described above. § 15.1.5 13.1.5 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the CM/GC for actual 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 CM/GC will terminate the subcontract, purchase order or rental agreement and the Owner will pay the CM/GC the costs necessarily incurred by the CM/GC because of such termination.