|
<br />resolve such dispute or disagreement. Prior to any
<br />meetings between the Senior Representatives, the
<br />parties will exchange relevant information that will
<br />assist the parties in resolving their dispute or
<br />disagreement.
<br />
<br />10.2.4 Reserved
<br />
<br />10.3 Reserved
<br />
<br />10.4 Duty to Continue Performance
<br />
<br />10.4.1 Unless provided to the contrary in the
<br />Contract Documents, Design-Builder shall continue to
<br />perform the Work and Owner shall continue to satisfy
<br />its payment obligations to Design-Builder, pending the
<br />final resolution of any dispute or disagreement between
<br />Design-Builder and Owner.
<br />
<br />10.5 Consequential Damages
<br />
<br />10.5.1 Notwithstanding anything herein to the
<br />contrary (except as set forth in section 10.5.2 below),
<br />neither Design-Builder nor Owner shall be liable to the
<br />other for any consequential losses or damages, whether
<br />arising in contract, warranty, tort (including
<br />negligence), strict liability or otherwise, including but
<br />not limited to losses of use, profits, business, reputation
<br />or fmancing.
<br />
<br />10.5.2 The consequential damages limitation set
<br />forth in Section 10.5.1 above is not intended to affect
<br />the payment of liquidated damages, if any, set forth in
<br />Article 5 of the Agreement, which both parties
<br />recognize has been established, in part, to reimburse
<br />Owner for some damages that might otherwise be
<br />deemed to be consequential.
<br />
<br />Article 11
<br />
<br />Stop Work and Termination for Cause
<br />
<br />11.1 Owner's Right to Stop Work
<br />
<br />11.1.1 Owner may, without cause and for its
<br />convenience, order Design-Builder in writing to stop
<br />and suspend the Work. Such suspension shall not
<br />exceed sixty (60) consecutive days or aggregate more
<br />than ninety (90) days during the duration of the Project.
<br />
<br />11.1.2 Design-Builder is entitled to seek an
<br />adjustment of the Contract Price and/or Contract
<br />
<br />--
<br />
<br />Time(s) if its cost or time to perform the Work has
<br />been adversely impacted by any suspension of
<br />stoppage of work by Owner.
<br />
<br />11.2 Owner's Right to Perform and Terminate
<br />for Cause
<br />
<br />11.2.1 If Design-Builder persistently fails to (i)
<br />provide a sufficient number of skilled workers, (ii)
<br />supply the materials required by the Contract
<br />Documents, (iii) comply with applicable Legal
<br />Requirements, (iv) timely pay, without cause, Design
<br />Consultants or Subcontractors, (v) prosecute the Work
<br />with promptness and diligence to ensure that the Work
<br />is completed by the Contract Time(s), as such times
<br />may be adjusted, or (vi) perform material obligations
<br />under the Contract Documents, then Owner, in addition
<br />to any other rights and remedies provided in the
<br />Contract Documents or by law, shall have the rights set
<br />forth in Sections 11.2.2 and 11.2.3 below.
<br />
<br />11.2.2 Upon the occurrence of an event set forth in
<br />Section 11.2.1 above, Owner may provide written
<br />notice to Design-Builder that it intends to terminate the
<br />Agreement unless the problem cited is cured, or
<br />commenced to be cured within seven (7) days of
<br />Design-Builder's receipt of such notice. . If Design-
<br />Builder fails to cure, or reasonably commence to cure
<br />such problem, then Owner may give a second written
<br />notice to Design-Builder of its intent to terminate
<br />within an additional seven (7) day period. If Design-
<br />Builder, within such second seven (7) day period, fails
<br />to cure, or reasonably commence to cure, such
<br />problem, then Owner may declare the Agreement
<br />terminated for default by providing written notice to
<br />Design-Builder of such declaration.
<br />
<br />11.2.3 Upon declaring the Agreement terminated
<br />pursuant to Section 11.2.2 above, Owner may enter
<br />upon the premises and take possession, for the purpose'
<br />of completing the Work, of all materials, equipment,
<br />scaffolds, tools, appliances and other items thereon,
<br />which have been purchased or provided for the
<br />performance of the Work, all of which Design-Builder
<br />hereby transfers, assigns and sets over to Owner for
<br />such purpose, and to employ any person or persons to
<br />complete the Work and provide all of the required
<br />labor services, materials, equipment and other items.
<br />In the event of such termination, Design-Builder shall
<br />not be entitled to receive any further payments under
<br />the Contract Documents until the Work shall be finally
<br />completed in accordance with the Contract Documents.
<br />
<br />14
<br />
|