Common use of Owner’s Right to Perform Clause in Contracts

Owner’s Right to Perform. Construction Manager's Obligations and Termination by the Owner for Cause. 10.2.1 If the Construction Manager fails to perform any of his obligations under this Agreement including any obligation he assumes to perform Work with his own forces, the Owner may, after seven days written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will be reduced by the cost to the Owner of making good such deficiencies. 10.2.2 This Agreement may be terminated by Owner for cause should the Construction Manager fail to perform any provision of this Agreement, including without limitation, for any of the following reasons: (a) Construction Manager abandons the Work; (b) Construction Manager assigns or attempts to assign its rights or obligations under this Agreement or any part thereof to any third-party without the prior written consent of Owner; (c) Construction Manager is adjudged bankrupt or insolvent, makes a general assignment for the benefit of creditors, has a trustee or receiver appointed for its property, or files a petition to take advantage of any debtor's acts; (d) Construction Manager fails or refuses to perform any material obligation under the Agreement, or fails to remedy such non performance within seven (7) days after its occurrence; (e) Construction Manager fails to comply with any applicable Laws and fails to remedy such non performance within seven (7) days after its occurrence; and (f) Construction Manager fails to achieve the required dates of Substantial and/or Final Completion. 10.2.3 The Owner's right of termination as set forth herein will be in addition to, and not a limitation of, any and all other remedies available to Owner at law, in equity, or under the terms and provisions of this Agreement. 10.2.4 In the event of termination of the Agreement for cause, Owner may use Construction Managers material and leased equipment to complete the Work, and may complete the Work in any reasonable manner. Construction Manager will receive no further payment, if any is due, until the Work is complete. If the completion costs incurred by Owner exceed the balance of the applicable Guaranteed Maximum Price, the Construction Manager will pay the difference to the Owner within ten (10) days of Owner's demand for payment. If the completion costs incurred by Owner are less than the balance of the applicable Guaranteed Maximum Price, the Owner will pay any unpaid balance due the Construction Manager for work performed prior to the termination, up to an amount equal to the unpaid balance of the GMP. 10.2.5 If, after a termination for cause, it is determined that the Construction Manager was not in default, the rights or obligations of the parties will be the same as if the termination had been issued for the convenience of the Owner. The Owner will then be liable to the Construction Manager for any payments required by the termination for convenience clause.

Owner’s Right to Perform. Construction Manager's Obligations and Termination by the Owner for Cause. 10.2.1 19.1 If the Construction Manager fails Contractor should neglect to perform any of his obligations under this Agreement including any obligation he assumes to perform the Work with his own forcesproperly, the Owner may, after seven days written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will be reduced by the cost to the Owner of making good such deficiencies. 10.2.2 This Agreement may be terminated by Owner for cause should the Construction Manager or otherwise fail to perform any provision of this Agreement, including without limitation, for any the Owner may notify the Contractor in writing of the following reasons: (a) Construction Manager abandons default and instruct the Work; (b) Construction Manager assigns or attempts Contractor to assign its rights or obligations under this Agreement or any part thereof to any third-party without correct the prior written consent of Owner; (c) Construction Manager is adjudged bankrupt or insolvent, makes a general assignment for the benefit of creditors, has a trustee or receiver appointed for its property, or files a petition to take advantage of any debtor's acts; (d) Construction Manager fails or refuses to perform any material obligation under the Agreement, or fails to remedy such non performance default within seven (7) days after its occurrence;of receiving the notice. 19.2 If the correction of the default cannot be completed within the seven (7) day period specified, the Contractor shall be considered to be in compliance with the Owner's instructions if it: (ea) Construction Manager commences the correction of the default within the specified time; and (b) provides the Owner with an acceptable schedule for the completion of such correction; and (c) completes the correction in accordance with such schedule. 19.3 If the Contractor fails to comply with the provisions of paragraphs 19.1 and 19.2 above, without prejudice to any applicable Laws and fails to other right or remedy such non performance within seven (7) days after its occurrence; and (f) Construction Manager fails to achieve the required dates of Substantial and/or Final Completion. 10.2.3 The Owner's right of termination as set forth herein will be in addition to, and not a limitation of, any and all other remedies available to the Owner, the Owner at law, in equity, shall have the option but not the obligation to take all or under the terms and provisions of this Agreement. 10.2.4 In the event of termination any part of the Agreement for cause, Work out of the Contractor's hands and employ such means as the Owner may use Construction Managers material and leased equipment see fit in order to make good such default or complete the Work, . Any and may complete the Work in any reasonable manner. Construction Manager will receive no further payment, if any is due, until the Work is complete. If the completion all costs incurred by the Owner exceed in the balance performance of the applicable Guaranteed Maximum PriceWork or any portion thereof taken out of the hands of the Contractor may, in the Construction Manager will pay Owner's sole discretion, be paid by application of a portion or all of the difference Security, or deducted from any portions of the Contract Price which are or subsequently become payable to the Owner within ten (10) days of Owner's demand for payment. If Contractor, and shall in any event be payable by the completion costs incurred by Owner are less than Contractor immediately upon demand. 19.4 Where the balance Work or any portion thereof has been taken out of the applicable Guaranteed Maximum Pricehands of the Contractor pursuant to paragraph 19.3 above, the Owner will shall not be obligated to pay any unpaid balance due portions of the Construction Manager for work performed prior Contract Price corresponding to the termination, up to an amount equal to the unpaid balance Work or portions thereof taken out of the GMPhands of the Contractor. 10.2.5 If19.5 The taking of Work, after a termination for causeor any portion thereof, it is determined that the Construction Manager was not in default, the rights or obligations out of the parties will be Contractor's hands pursuant to 19.3 above does not relieve or discharge the same as if the termination had been issued Contractor from any obligations under this Agreement or imposed upon it by law, save and except for the convenience obligation to perform that portion of the Owner. The Owner will then be liable to Work so taken out of the Construction Manager for any payments required by the termination for convenience clauseContractor's hands.

Owner’s Right to Perform. Construction Manager's Obligations and Termination by the Owner for CauseCONSTRUCTION MANAGER'S OBLIGATION AND TERMINATION BY THE OWNER FOR CAUSE. 10.2.1 13.2.1. If the Construction Manager fails to perform any of his obligations under this Agreement including any obligation he assumes to perform Work with his own forces, the Owner may, after seven days days' written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will shall be reduced by the cost to of the Owner of making good such deficienciesdeficiencies plus the Construction Manager's fee attributable thereto. 10.2.2 This Agreement may be terminated by Owner for cause should 13.2.2. If the Construction Manager fail to perform any provision of this Agreementis adjusted bankrupt, including without limitation, for any of the following reasons: (a) Construction Manager abandons the Work; (b) Construction Manager assigns or attempts to assign its rights or obligations under this Agreement or any part thereof to any third-party without the prior written consent of Owner; (c) Construction Manager is adjudged bankrupt or insolvent, if he makes a general assignment for the benefit of his creditors, has or if a trustee or receiver is appointed for its propertyon account of his insolvency, or files a petition to take advantage of any debtor's acts; (d) Construction Manager fails or if he refuses to perform any or fails, to a material obligation under the Agreementextent, except in cases for which extension of time is provided, to supply enough properly skilled workmen or proper materials or fails to timely complete construction in accordance with the Time Schedule agreed upon by the parties or if he fails to make proper payment to Trade Contractors or for materials or labor, or materially or intentionally disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Agreement then the Owner may, without prejudice to any right or remedy such non performance within and after giving the Construction Manager and his surety, if any, seven (7) days after its occurrence; (e) days' written notice, during which period the Construction Manager fails to comply with any applicable Laws and fails to remedy such non performance within seven (7) days after its occurrence; and (f) cure the violation, terminate the employment of the Construction Manager fails and take possession of the site and of all materials, equipment, tools, construction equipment, plans, records and machinery thereon owned by the Construction Manager and may finish the Project by whatever reasonable method he may deem expedient. In such case, the Construction Manager shall not be entitled to achieve receive any further payment until the required dates of Substantial and/or Final Completion. 10.2.3 The Owner's right of termination as set forth herein will Project is finished nor shall he be in addition to, and not a limitation of, any and all other remedies available to Owner at law, in equity, or relieved from his obligations assumed under the terms and provisions of this Agreement. 10.2.4 In the event of termination of the Agreement for cause, Owner may use Construction Managers material and leased equipment to complete the Work, and may complete the Work in any reasonable manner. Construction Manager will receive no further payment, if any is due, until the Work is complete13.3.1. If the completion costs incurred by Owner exceed the balance of the applicable Guaranteed Maximum Price, the Construction Manager will pay the difference terminates this Agreement other than pursuant to the Owner within ten (10) days of Owner's demand for paymentArticle 13.2.2. If the completion costs incurred by Owner are less than the balance of the applicable Guaranteed Maximum Price, the Owner will pay any unpaid balance due or Article 13.3.2. he shall reimburse the Construction Manager for work performed prior any unpaid Cost of the Project due to the terminationhim under Article 8, up to an amount equal to plus (1) the unpaid balance of the GMPFee computed upon the Cost of the Project to the date of termination at the rate of the percentage named in Article 7. 10.2.5 If2.1. The Owner shall also pay to the Construction Manager fair compensation either by purchase or rental at the election of the Owner, after a for any equipment retained. In case of such termination of the Agreement, the Owner shall further assume and become liable for causeobligations, it is determined commitments and unsettled claims that the Construction Manager was not has previously undertaken or incurred in defaultgood faith in connection with said Project which benefit the Project. The Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of his contractual rights, as the Owner may require for the purpose of fully vesting in him the rights or obligations and benefits of the parties will be the same as if the termination had been issued for the convenience of the Owner. The Owner will then be liable to the Construction Manager for any payments required by the termination for convenience clauseunder such obligation or commitments.

Owner’s Right to Perform. Construction Manager's Obligations and Termination by the Owner for Cause. 10.2.1 10.2.1. If the Construction Manager fails to perform any of his obligations under this Agreement including any obligation he assumes to perform Work with his own forces, the Owner may, after seven days written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will be reduced by the cost to the Owner of making good such deficiencies. 10.2.2 10.2.2. This Agreement may be terminated by Owner for cause should the Construction Manager fail to perform any provision of this Agreement, including without limitation, for any of the following reasons: (a) : Construction Manager abandons the Work; (b) ; Construction Manager assigns or attempts to assign its rights or obligations under this Agreement or any part thereof to any third-party without the prior written consent of Owner; (c) ; Construction Manager is adjudged bankrupt or insolvent, makes a general assignment for the benefit of creditors, has a trustee or receiver appointed for its property, or files a petition to take advantage of any debtor's acts; (d) ; Construction Manager fails or refuses to perform any material obligation under the Agreement, or fails to remedy such non performance nonperformance within seven (7) days after its occurrence; (e) ; Construction Manager fails to comply with any applicable Laws and fails to remedy such non performance nonperformance within seven (7) days after its occurrence; and (f) and Construction Manager fails to achieve the required dates of Substantial and/or Final Completion. 10.2.3 10.2.3. The Owner's right of termination as set forth herein will be in addition to, and not a limitation of, any and all other remedies available to Owner at law, in equity, or under the terms and provisions of this Agreement. 10.2.4 10.2.4. In the event of termination of the Agreement for cause, Owner may use Construction Managers material and leased equipment to complete the Work, and may complete the Work in any reasonable manner. Construction Manager will receive no further payment, if any is due, until the Work is complete. If the completion costs incurred by Owner exceed the balance of the applicable Guaranteed Maximum Price, the Construction Manager will pay the difference to the Owner within ten (10) days of Owner's demand for payment. If the completion costs incurred by Owner are less than the balance of the applicable Guaranteed Maximum Price, the Owner will pay any unpaid balance due the Construction Manager for work performed prior to the termination, up to an amount equal to the unpaid balance of the GMP. 10.2.5 10.2.5. If, after a termination for cause, it is determined that the Construction Manager was not in default, the rights or obligations of the parties will be the same as if the termination had been issued for the convenience of the Owner. The Owner will then be liable to the Construction Manager for any payments required by the termination for convenience clause.

Owner’s Right to Perform. Construction Manager's Obligations and Termination by the Owner for Cause. 10.2.1 If the Construction Manager fails to perform any of his obligations under this Agreement including any obligation he assumes to perform Work with his own forces, the Owner may, after seven days written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will be reduced by the cost to the Owner of making good such deficiencies. 10.2.2 This Agreement may be terminated by Owner for cause should the Construction Manager fail to perform any provision of this Agreement, including without limitation, for any of the following reasons: (a) Construction Manager abandons the Work; (b) Construction Manager assigns or attempts to assign its rights or obligations under this Agreement or any part thereof to any third-party without the prior written consent of Owner; (c) Construction Manager is adjudged bankrupt or insolvent, makes a general assignment for the benefit of creditors, has a trustee or receiver appointed for its property, or files a petition to take advantage of any debtor's acts; (d) Construction Manager fails or refuses to perform any material obligation under the Agreement, or fails to remedy such non performance within seven (7) days after its occurrence; (e) Construction Manager fails to comply with any applicable Laws and fails to remedy such non performance within seven (7) days after its occurrence; and (f) Construction Manager fails to achieve the required dates of Substantial and/or Final Completion. 10.2.3 The Owner's right of termination as set forth herein will be in addition to, and not a limitation of, any and all other remedies available to Owner at law, in equity, or under the terms and provisions of this Agreement. 10.2.4 In the event of termination of the Agreement for cause, Owner may use Construction Managers material and leased equipment to complete the Work, and may complete the Work in any reasonable manner. Construction Manager will receive no further payment, if any is due, until the Work is complete. If the completion costs incurred by Owner exceed the unpaid balance of the applicable Guaranteed Maximum PriceContract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess will be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Construction Manager Contractor will pay the difference to the Owner. The obligation to pay the amount to the Contractor or Owner within ten (10) days of Owner's demand for payment. If the completion costs incurred by Owner are less than the balance will survive termination of the applicable Guaranteed Maximum Price, the Owner will pay any unpaid balance due the Construction Manager for work performed prior to the termination, up to an amount equal to the unpaid balance of the GMPContract. 10.2.5 If, after a termination for cause, it is determined that the Construction Manager was not in default, the rights or obligations of the parties will be the same as if the termination had been issued for the convenience of the Owner. The Owner will then be liable to the Construction Manager for any payments required by the termination for convenience clause.

Owner’s Right to Perform. Construction Manager's Obligations and Termination by CONTRACTOR'S OBLIGATIONS AND TERMINATION BY THE OWNER FOR CAUSE 12.2.1 If the Owner for Cause. 10.2.1 If determines that the Construction Manager fails to perform any of his obligations under this Agreement including any obligation he assumes to perform Work with his own forces, the Owner may, after seven days written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will be reduced by the cost to the Owner of making good such deficiencies. 10.2.2 This Agreement may be terminated by Owner for cause should the Construction Manager fail to perform any provision of this Agreement, including without limitation, for any of the following reasons: (a) Construction Manager abandons the Work; (b) Construction Manager assigns or attempts to assign its rights or obligations under this Agreement or any part thereof to any third-party without the prior written consent of Owner; (c) Construction Manager Contractor is adjudged bankrupt as bankrupt, or insolvent, if it makes a general assignment for the benefit of its creditors, has or if a trustee or receiver is appointed for on account of its propertyinsolvency, or files a petition if it persistently or repeatedly refuses or fails, except in cases for which extension of time is provided, to take advantage supply enough properly skilled workmen or proper materials, pay its Subcontractors or suppliers, or if it persistently performs substandard work, or persistently disregards laws, ordinances, rules, regulations or orders of any debtor's acts; (d) Construction Manager fails public authority having jurisdiction, or refuses to perform any material obligation under otherwise is guilty of a substantial violation of a provision of the AgreementContract Documents, or fails to so prosecute the Work as to insure its completion, within the time, or any extension thereof, specified in this Agreement, then the Owner may, without prejudice to any right or remedy such non performance and after giving the Contractor and its surety, if any, ten (10) days' written notice, terminate the employment of the Contractor and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor. Should the surety fail to respond within seven fifteen (715) days after its occurrence; (e) Construction Manager fails following such notice and pursue completion of the work with diligence acceptable to comply with any applicable Laws the Owner, the Owner may arrange for completion of the Work and fails to remedy deduct the cost thereof from the unpaid fees or costs incurred by Contractor, including the cost of additional Architect/Engineer services and of Owner contract administration costs made necessary by such non performance within seven (7) days after its occurrence; and (f) Construction Manager fails to achieve the required dates of Substantial and/or Final Completion. 10.2.3 The Owner's right of termination as set forth herein will be in addition to, and not a limitation of, any and all other remedies available to Owner at lawdefault or neglect, in equity, or under which event no further payment shall then be made by the terms and provisions Owner until all costs of this Agreement. 10.2.4 In completing the event of termination Work shall have been paid. If the unpaid balance of the Agreement for cause, Owner may use Construction Managers material fees and leased equipment to complete costs incurred by the Contractor exceeds the costs of finishing the Work, including compensation for the Architect/Engineer's and may complete Owner's additional services made necessary thereby, such excess shall be paid to the Work in any reasonable manner. Construction Manager will receive no further payment, if any is due, until the Work is completeContractor or its surety as applicable. If the completion such costs incurred by Owner exceed the balance of the applicable Guaranteed Maximum Priceunpaid balance, the Construction Manager will Contractor or its surety shall pay the difference to the Owner. 12.2.2 In the event the Owner within ten (10) days exercises its rights under Subparagraph 12.2.1, upon the request of the Contractor the Owner shall provide a detailed accounting of the cost incurred by the Owner. 12.2.3 Contractor acknowledges that Owner's demand for paymentparent corporation, Station Casinos, Inc. (STCI) is a publiclytraded company, that STCI's wholly-owned subsidiaries hold gaming licenses in various jurisdictions, and that STCI's NASDAQ membership and its subsidiaries' gaming licenses are of vital importance to its business. If the completion costs incurred In this regard, Contractor agrees to comply with all reasonable requests made by Owner are less than the balance for information concerning Contractor's background, which may include, without limitation, completion by Contractor of the applicable Guaranteed Maximum PriceSTCI's standard form of Corporate Background Questionnaire and/or Personal Background Questionnaire, the as appropriate. Owner will pay any unpaid balance due the Construction Manager for work performed prior may terminate this Agreement immediately upon written notice to the termination, up to an amount equal to Contractor in the unpaid balance of the GMPevent that: 12. 10.2.5 If, after 2.3.1 Contractor fails to comply with information requests as set forth in the foregoing sentence; or 12. 2.3.2 Owner makes a termination for cause, it is determined reasonable determination that continued association with Contractor would jeopardize STCI's NASDAQ membership or the Construction Manager was not in default, the rights or obligations status of the parties will be the same as if the termination had been issued for the convenience any gaming license of the Owner. The Owner will then be liable to the Construction Manager for any payments required by the termination for convenience clauseof STCI's subsidiaries.

Owner’s Right to Perform. Construction Manager's Obligations and Termination by the Owner for Cause. 10.2.1 If the Construction Manager fails to perform BUSINESS shall at any of his obligations under this Agreement including any obligation he assumes to perform Work with his own forces, the Owner may, after seven days written notice during which period the Construction Manager fails to perform such obligation, make good such deficiencies. The Guaranteed Maximum Price, if any, will time be reduced by the cost to the Owner of making good such deficiencies. 10.2.2 This Agreement may be terminated by Owner for cause should the Construction Manager fail to perform any provision of this Agreement, including without limitation, for any in default of the following reasons: terms hereunder, OWNER may cure such default on behalf of BUSINESS, in which event BUSINESS shall reimburse OWNER for all sums paid to effect such cure, together with interest at the rate of eighteen percent (a18%) Construction Manager abandons per annum, reasonable attorney’s fees and other costs. In order to collect such reimbursement, OWNER shall have all the Work; (b) Construction Manager assigns remedies available under law and THIS AGREEMENT for a default in the payment of rent. SECTION SIXTEEN: OWNER’S RIGHT OF ACCESS BUSINESS shall permit OWNER or attempts OWNER’s agents to assign its rights inspect or obligations under this Agreement examine THE PREMISES at any reasonable time and shall permit OWNER to make such REPAIRS and/or undertake such RENOVATION ACTIVITIES to THE PREMISES that OWNER may deem necessary or any part thereof which BUSINESS have covenanted herein to any third-party do and has failed so to do, without the prior written consent same being construed as an eviction of Owner; (c) Construction Manager is adjudged bankrupt BUSINESS in whole or insolvent, makes a general assignment for the benefit of creditors, has a trustee or receiver appointed for its property, or files a petition to take advantage of any debtor's acts; (d) Construction Manager fails or refuses to perform any material obligation under the Agreement, or fails to remedy such non performance within seven (7) days after its occurrence; (e) Construction Manager fails to comply with any applicable Laws and fails to remedy such non performance within seven (7) days after its occurrence; and (f) Construction Manager fails to achieve the required dates of Substantial and/or Final Completion. 10.2.3 The Owner's right of termination as set forth herein will be in addition topart, and not a limitation of, any and all other remedies available to Owner at law, the rent shall in equity, no manner xxxxx while such REPAIRS and/or RENOVATION ACTIVITIES are being made by reason of loss or under the terms and provisions interruption of this Agreement. 10.2.4 In the event BUSINESS’s use of termination THE PREMISES because of the Agreement for causeprosecution of such work; provided, Owner may use Construction Managers material and leased equipment to complete the Workhowever, and may complete the Work except in any reasonable manner. Construction Manager will receive no further paymentcases of emergency, if any is due, until the Work is complete. If the completion costs incurred by Owner exceed the balance of the applicable Guaranteed Maximum Price, the Construction Manager will pay the difference to the Owner within OWNER shall give BUSINESS ten (10) days days’ notice of Owner's demand for paymentany such REPAIRS and/or RENOVATION ACTIVITIVIES required to comply with the terms and conditions of THIS AGREEMENT, during which ten (10) day period, BUSINESS shall have the right to perform such REPAIRS and/or RENOVATION ACTIVITIES. If BUSINESS shall not be personally present to open and permit entry into THE PREMISES at any time when an entry therein shall be necessary or permissible for emergency purposes, OWNER or OWNER’s agents may enter THE PREMISES by a master key, or may forcibly enter THE PREMISES, without rendering OWNER or such agents liable therefor, and without in any manner affecting the completion costs incurred by Owner are less than the balance obligations and covenants of the applicable Guaranteed Maximum PriceTHIS AGREEMENT. OWNER’s right of entry or re-entry shall not be deemed to impose upon OWNER any obligation, the Owner will pay any unpaid balance due the Construction Manager for work performed prior to the termination, up to an amount equal to the unpaid balance of the GMP. 10.2.5 If, after a termination for cause, it is determined that the Construction Manager was not in default, the rights responsibility or obligations of the parties will be the same as if the termination had been issued liability for the convenience care, supervision or repair of the OwnerTHE PREMISES. The Owner will then be liable SECTION SEVENTEEN: BUSINESS’S RIGHT OF ACCESS BUSINESS shall have full and complete access to the Construction Manager for any payments required by the termination for convenience clauseTHE PREMISES twenty-four (24) hours per day, three hundred sixty-five (365) days per year.