2008-11-10 Regular Meeting, Public Hearing and Workshop Meeting of the La Porte City Council

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do so. In default thereof, the Construction Manager may be suspended, and all payment or money due to the Construction Manager withheld until sufficient bonds are provided by the Construction Manager. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 DISPUTE RESOLUTION § 9.1.1 During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Article 4 of the General Conditions of the Contract, except that, during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation, litigation, or other means of dispute resolution. § 9.2 OTHER PROVISIONS § 9.2.1 Unless otherwise noted, the terms including capitalized terms used in this Agreement shall have the same meaning as those in the General Conditions of the Contract. § 9.2.2 EXTENT OF CONTRACT This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is inconsistent with this Agreement, this Agreement shall govern If any portion of this Agreement is determined to be invalid, unenforceable, or void, then that portion shall be severed, and all other portions of this Agreement shall remain in full force and effect. § 9.2.3 OWNERSHIP AND USE OF DOCUMENTS Article 1.6 of the General Conditions of the Contract shall apply to both the Preconstruction and Construction Phases. § 9.2.4 GOVERNING LAW The Contract shall be governed by and construed in accordance with the law of the State of Texas, and mandatory and exclusive venue for any dispute shall be in state district court in the county in which the Owner's main administrative office is located. As a material consideration of the making of this Contract, the modifications to this Contract shall not be construed against the maker of said modifications. § 9.2.5 ASSIGNMENT Once this contract is accepted and signed by Owner, the Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as may be provided in the General Conditions of the Contract, neither parry 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 shall nevertheless remain legally responsible for all obligations under the Contract. ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE § 10.1.1 Prior to execution by both parties of Amendment No. 1 establishing the Guaranteed Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section 14.1.1, 14.1.2, and 14.1.4 of the General Conditions of the Contract.. § 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to commencement of the Construction Phase, the Construction Manager shall not be compensated for any Preconstruction Phase Services performed. § 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Section 10.1.2, be paid an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager. Init. AIA Document At 21 TmCMc — 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties, 22 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:02:34 on 12/01/2008 under Order No. 1 000375455_1 which expires on 10/20/2009, and is not for resale. User Notes: (4283007293)