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made before or after substantial completion. If applicable, any additional expense borne by the <br />Architect under this section shall be paid at Contractor's expense. <br />e. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its <br />entirety without the priar written consent of the Owner. <br />12. CONSEQUENTIAL AND LIQUIDATED DAMAGES <br />a. Owner and Contractor mutually waive any claim against each other for consequential damages. <br />Consequential Damages include: <br />i. Damages incurred by Owner for loss of use, income, financing, or business. <br />ii. Damages incurred by Contractor for office expenses, including personnel, loss of <br />financing, profit, income, business, damage to reputation, or any other non-direct <br />damages. <br />b. Liquidated damages shall be in accord with the Contract Documents. <br />13. TERMINATION OR SUSPENSION <br />a. The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt <br />the Work in whole or in part for such period of time as the Owner may determine. In the event <br />of termination by the Owner under this Agreement, the Contractor shall be entitled to receive <br />its reasonable and documented direct costs prior to termination, including the cost of materials <br />purchased for the Work which purchases cannot be canceled or which material cannot <br />reasonably be used by the Contractor on other work, and the cost of closing down the work in a <br />safe and efficient manner. <br />i. If Owner orders a delay, suspension or interruption of the Work, and such order is not <br />due to or as a result of any fault on the part of the Contractor, the Contractor may <br />recover a per diem amount at a rate calculated by N/A. <br />ii. If Contractor elects to accept the amount listed in the General Conditions provision of <br />the Construction Documents Contractor waives any right to further claims for payment <br />of damages sustained as a result of Owner's order to delay, suspend or interrupt the <br />Work. <br />b. Contractor may terminate the Contract if, at the Owner's written direction, the Work is stopped <br />for thirty (30) consecutive days through no act or fault of the Contractor, their agents or <br />employees, or a subcontractor or their agents or employees or any other person performing <br />work pursuant to the Contract Documents. Contractor may terminate the Contract if a Court or <br />other Public authority having jurisdiction enters a lawful order that requires all work to be <br />stopped and such stoppage lasts for thirty (30) consecutive days. <br />14. ENTIRE AGREEMENT <br />All of the documents listed, referenced or described in this Agreement, the written Notice-to-Proceed, <br />together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, <br />labor, materials and completed construction required by the Contract Documents and all parts thereof is the <br />Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This <br />Agreement may be amended only by written instrument signed by both parties. Modifications may be <br />evidenced by facsimile signatures. If any provision of the Agreement shall be declared invalid or <br />unenforceable, the remainder of the Agreement shall continue in full force and effect. <br />Revised November 2011 7 <br />