HomeMy WebLinkAbout2008-102 Purchasing - Construction Manager at Risk Services for Hillsborough Commons (2)ORANGE COUNTY AGREEMENT FOR CONSTRUCTION
NORTH CAROLINA MANAGER AT RISK SERVICES
This AGREEMENT is made and effective on this date: November 6, 2008
BETWEEN The Owner:
ORANGE COUNTY, NORTH CAROLINA (hereinafter referred to as "Owner" or "the Owner")
And the Construction Manager At Risk (hereinafter referred to as "CMAR" or "the CMAR"):
RESOLUTE BUILDING COMPANY, INC.
For services in connection with the Project known as:
The HILLSBOROUGH COMMMONS as further described in Article 2
For which the Designer is:
CORLEY, REDFOOT, ZACK ARCHITECTS 8, ENGINEERS, ATTN: KEN REDFOOT, 222 CLOISTER
COURT, CHAPEL HILL, NC 27514
The Owner and CMAR, in consideration of their mutual covenants herein, agree as set forth below:
TABLE OF CONTENTS
ARTICLE I - RELATIONSHIP OF THE PARTIES 4
1.1 Owner and Construction Manager At Risk
1.2 Owner and Designer
1.3 CMAR and Contractors
1.4 Relationship of the CMAR to the Designer
ARTICLE 2 - PROJECT DEFINITION
ARTICLE 3- CONSTRUCTION MANAGER AT RISK'S SERVICES 4
3.1 CMAR Services
3.2 CMAR Personnel
3.3 Construction Management Plan
3.4 Consultant Selection
3.5 Time Management
3.6 Cost Management
3.7 Management information System (MIS)
3.8 Design Phase Services
3.9 Procurement Phase
3.10 Construction Phase
3.11 Post Construction Phase
3.12 Additional Services
ARTICLE 4 - TIME FOR PERFORMANCE .................................................................................................... 16
4.1 Duration
4.2 Master Schedule
4.3 Non - waiver
4.4 Schedule Adjustment
4.5 Early Start
4.6 Recovery
4.7 Schedule Monitoring
4.8 Schedule Revisions
4.9 Aft-bboldIng Paymentfrom CMAR
4.10 Work by Owner
4.11 Force Maleure
4.12 Notice
4.13 Weather Delays
4.14 Damages for Delay
4.15 Liquidated Damaaes
ARTICLE 5 -CHANGES IN THE CONSTRUCTION MANAGER AT RISK'S SERVICES AND ADDITIONAL 19
COMPENSATION
5.1 Owner Changes
ARTICLE 6 - OWNER'S RESPONSIBILITIES
......................................... 20
6.1 Program
6.2 Decisions
6.3-_1nsurance
6.4 Notice of Nonconfonnitles
6.5 Approvals
6.6 Designer
6.7 Budge
6.8 Separate Contracts
6.9 Copies of Drawings and Specifications
6'.10 Permits and AppmygLs
6.11 Funding Requirements
6.12 �aornrnunlcaffon with Contractors
6.13 Copies of Notices and Communication
6.14 Owner's Representative
6.15 Payments to CMAR
ARTICLE 7 - GUARANTEED MAXIMUM PRICE AND PAYMENT ...................................................................... 21
7.1 Guaranteed Maximum Price
7.2 Cost of the Work
7.3 Adlustments, to the Guaranteed Maximum Price
7.4 Fixed Fee and General Conditions Costs '
ARTICLE a - INSURANCE AND INDEMNITY ......................... ............................................................ I .......... 25
8.1,CMAR's Liability Insurance
8.2 Builder's Risk Insurance
8.3 lndemni
ARTICLE 9 - TERMINATION AND SUSPENSION
9.1 Termination for Convenience 27
9.2 Termination for Defaul
9.3 Additional Termination Provisions,
9.4 Suspension
ARTICLE 10 - DISPUTE RESOLUTION ....................................................................................................... 29
ARTICLE 11 -ADDITIONAL PROVISIONS .................................................................................................... 30
11.1 Confldentlall
11.2 Si
11.3 Limitation and Assignment
11.4 Minority Business. Enterprise Program
11.5 Extent of Agreement
11.6 Severability
11.7 Meaning of Terms
11.8 Notices
11.9 Rpn!Ls
11.10 Ownership of Documents
ARTICLE 12 - SPECIAL GUARANTEED MAXIMUM PRICE PROVISIONS ......................................................... - 31
12.1 �Guaranteed Maximum Price
Appendix A — Dispute Resolution
Appendix B — List of Cost Elements
Appendix C — Orange County Minority Business
Enterprise Policy
Appendix D — Divisions of the Work-for Guaranteed Maximum Price
Appendix E — Project and Construction Budget
Appendix F -- Master Schedule
ARTICLE 1
RELATIONSHIP OF THE PARTIES
1.1 Owner and Construction Manager at Risk
The CMAR and the Owner shall perform as stated in this
Agreement and each accepts the relationship between them
that is established by this Agreement.
The CMAR covenants with the Owner to furnish professional
construction management services during the Project. In broad
terms, under this Agreement, the CMAR will perform
construction services, including efficient value engineering
reviews and project management, business administration and
field supervision, and shall use its best efforts to see to it that
the Work of the Project is done in the best and most
expeditious; economical manner consistent with the interests of
the Owner, and in strict conformity with the Contract
Documents, including all reasonable implications therein, and
to furnish its skill and judgment with due care in accordance
with applicable federal, state, and local laws and regulations
that are in effect on the date of this Agreement first written
above.
1.2 Owner and Desiqner
The Owner shall contract separately with the Designer to
provide architectural and engineering design for the Project.
The Project is defined in Article 2 of this Agreement. In this
Agreement the term "Drawings and Specifications" shall refer to
the drawings and specifications prepared by the Designer in
accordance with its agreement with the Owner.
1.3 CMAR and Contractors
The CMAR shall enter into contracts for labor, materials and
services in accordance with N.C. Gen. Stat. § 143 -128.1 and
other sections of Chapter 143 Article 8 of the North Carolina
General Statutes relating to construction management at risk
contracts. In this Agreement the term "Contractor" or
"Contractors" shall refer to all persons with such contracts with
the CMAR.
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1.4 Relationship of the CMAR to the Designer
In providing construction management services described in
this Agreement, the CMAR shall maintain a working
relationship with the Designer. The Designer is solely
responsible for the Project design and shall perform in
accordance with the Designer agreement with the Owner and
nothing in this Agreement shall be construed to mean that the
CMAR is responsible for the design of the Project or that the
CMAR assumes any of the contractual or customary duties of
the Designer or any other persons or parties not specified by
this Agreement. The CMAR and the Designer shall each be
provided with a copy of the other's contract with the Owner.
ARTICLE 2
PROJECT DEFINITION
The term "Project" when used in the Agreement shall mean the
total construction of which the Work may be a whole or part of
the Project. The term "Work" required for the "Project' used in
this Agreement shall mean the various parts of total
construction to be performed under this Agreement.
The Project name and location is the Hillsborough Commons,
Hillsborough, North Carolina. The Project is intended for use as
a County facility for Social Services Delivery, as 'more fully
described in this Agreement and all site plan and related
documents submitted to The Town of Hillsborough as part of
the Site Plan approval of the Project and as those documents
are or will be modified to conform to Project approvals obtained
by the Owner.
The Project shall be fully described in the Contract Documents,
which are hereby defined to include: This Agreement, the
Orange County, North Carolina General Conditions of the
Contract for Construction — Construction Manager at Risk, June
2007 Edition, plus the Drawings and Specifications prepared by
the Designer, plus allowable Modifications to the Contract
Documents.
ARTICLE 3
CONSTRUCTION MANAGER-AT RISK'S SERVICES
3.1 CMAR Services
The CMAR shall perform the Services described herein. The
sequence in which they are provided shall be as set forth in the
approved Construction Management Plan.
3.2 CMAR Personnel
The services to be provided by the CMAR under this
Agreement shall be performed by personnel identified by the
CMAR, and approved by the Owner, before commencing
services. The furnishing of services by such personnel
throughout the duration of the Project, and any individuals
approved by the Owner to replace them, is of the essence to
this Agreement.
3.2.1 Additions, Removals Replacements
From time to time, personnel may be added as necessary and
appropriate to the stage of planning, programming, designing
and constructing the Project. The CMAR shall anticipate the
need for such additional personnel by submitting to the Owner,
no later than seven (7) days prior to the need for the additional
personnel, a list of the proposed additional personnel, attaching
the resumes of proposed additional personnel, and stating the
reasons for such additions. The Owner shall. promptly review
the proposed additions and either approve or disapprove the
additional personnel In writing. The CMAR shall not employ
any individual to perform the functions of any approved
personnel without the advance approval of the Owner, which
approval may be granted or withheld in Its sole discretion. The
CMAR shall not for so long as any approved person Is
employed by the CMAR, remove, substitute or reduce the time
devoted to the Project by such person without the Owner's
prior written approval, which may be granted or withheld In Its
sole discretion. If the Owner is for any reason dissatisfied with
the services rendered by any approved person, the CMAR
shall promptly remove such person and recommend a
replacement. If any approved person ceases employment with
the CMAR, or If the Owner requests the removal of any such
person, then the CMAR shall promptly notify the Owner of a
proposed substitute of at least equal qualifications to perform
the same functions, and provide a resume .for the substitute.
Each substitute person must be approved by the Owner prior to
commencing performance of any services for the Project, which
approval may be granted or withheld in the Owner's sole
discretion. The CMAR shall bear, at its own expense and
without reimbursement by the Owner, all costs associated with
replacing, for any reason, any approved personnel. The CMAR
shalt remain solely responsible to the Owner, notwithstanding
the Owner's approval of any approved personnel, for the
quality and performance of all services provided by such
personnel.
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3.2.2 CMAR's Proiect Representative
The CMAR shall designate a Project Representative who has
the authority to act on behalf of the CMAR In respect to all
matters that are the subject of this Agreement, including,
without limitation, the power and authority to enter into
agreements or modifications that contractually bind the CMAR.
The Project Representative shall be available at all times
during all phases of performance of services under this
Agreement to consult with the Owner on matters pertinent to
design and construction of the Project.
3.2.3 CMAR's Employees
None of the persons employed by the CMAR shall be
considered employees of the Owner. The CMAR shall be
solely responsible for any workers' compensation obligations,
withholding taxes, unemployment insurance, compliance with
immigration and licensing laws, and any other employer
obligations with respect to all of their respective employees.
3.3 Construction Management Plan
Within 30 , days after execution of this Agreement,
the CMAR shall present to the Owner a Construction
Management Plan for the Project, including dates by which
deliverables required by the Construction Management Plan
will be completed. The CMAR shall make recommendations for
revisions to the Construction Management Plan throughout the
duration of the Project, as may be appropriate. In preparing
the Construction Management Plan, the CMAR shall consider
the Owner's schedule, budget, and design requirements for the
Project. The CMAR shall then develop various alternatives for
the sequencing and management of the Project and shall make
recommendations to the Owner. The Construction
Management Plan shall also Include a description of the
various bid packages recommended for the Project. The
Construction Management Plan shall be presented to the
Owner for acceptance. Revisions approved by the Owner shall
be incorporated into the Construction Management Plan.
3.4 Consultant Selection
If requested by the Owner, the CMAR shall assist the Owner in
the selection of designers and other consultants necessary for
the Project (generally referred to in this Agreement as
"Consultants ") by developing lists of potential firms, developing
criteria for selection, preparing and transmitting the requests for
proposal, assisting in reviewing written proposals, assisting in
conducting Interviews, evaluating candidates and making
recommendations.
3.4.1 Consultant Contract Preparation
If requested by the Owner, the CMAR shall assist the Owner in
the preparation and review of Agreements between the Owner
and the Consultants engaged by the Owner.
3.4.2 Consultant Orientation
If requested by the Owner, the CMAR shall conduct or assist
the Owner in conducting orientation sessions during which the
Consultants shall receive information regarding the Project
scope, schedule, budget, and administrative requirements.
3.5 Time Management
The CMAR shall be responsible for Project scheduling and
efficient and timely prosecution and completion of the Work, as
follows:
3.5.1 Master Schedule
In accordance with the Construction Management Plan, the
CMAR shall prepare a Master Schedule for the Project. The
Master Schedule shall specify milestone dates and the
proposed start and finish dates for each major .project activity
Including all design 'and construction activities. The. CMAR
shall submit the Master Schedule to the Owner for acceptance.
3.5.2 Updates and Revisions to Master Schedule
As necessary throughout the Project, the CMAR.may make
revisions to the Master Schedule so long as such revisions do
not alter agreed milestone dates. All adjustments to the Master
Schedule shall be made for the benefit of the Project. The
Owner shall issue change orders to the appropriate parties as
required by this Agreement to implement justified revisions to
the agreed milestone dates in the Master Schedule. During the
Construction Phase, the CMAR shall update the Master
Schedule and distribute copies to the Owner and Designer
monthly.
3.5.3 Design Phase Milestone Schedule
In accordance with the Construction Management Plan, after
the Owner accepts the Master Schedule the CMAR shall
prepare a Milestone Schedule for the Design Phase. The
Design Phase Milestone Schedule may be Incorporated into
the contract for the Designer and shall be a method for judging
progress during the Design Phase, The Design Phase
Milestone Schedule activities shall include schematic design
documents, design development documents, construction
documents, permitting, creation of separate specifications and
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bid packages, and selection and approval of long -lead -time
components of the Project. The CMAR shall monitor
compliance with the Design Phase Milestone Schedule, and
promptly notify the Owner and Designer of any delay or change
in the Design Phase Milestone Schedule.
3.5.4 Pre -Bid Construction Schedules
Prior to transmitting Contract Documents to bidders, the CMAR
shall prepare a Pre -Bid Construction Schedule for each part of
the Project and make the schedule available to the bidders
during the Procurement Phase. The CMAR shall inform the
bidders of their responsibilities regarding the Pre -Bid
Construction Schedule specified in the Instructions to Bidders
or Contract Documents.
3.5.5 Contractor's Construction Schedule
The CMAR shall provide a copy of the Master Schedule to the
bidders. As part of the notice of award of each contract, the
CMAR shall inform each Contractor of the requirements for the
preparation of a construction schedule. The Contractor shall
prepare its own construction schedule in accordance with the
requirements of the Contract Documents. The Contractor's
construction schedule shall establish completion dates that
comply with the requirements of the Master Schedule.
3.6 Cost Management
The CMAR shall be responsible for Implementing a system of
cost control, for the completion of the Project within the
Guaranteed Maximum Price agreed to by the CMAR and the
Owner as set forth herein.
3.6.1 Construction Market Survey
In accordance with the Construction Management Plan; the
CMAR shall, at the written request of the Owner, conduct a
Construction Market Survey to provide current information
regarding the general availability of local construction services,
labor, materials and equipment cost and other economic
factors related to the Project. A report of the Construction
Market Survey shall be provided to the Owner and the
Designer.
3.6.2 Proiect and Construction Budget
Based on the Construction Management Plan and the
Construction Market Survey, the CMAR shall prepare a Project
and Construction Budget based on separate divisions of the
Work required for the Project and shall identify contingencies
for design and construction. The CMAR shall submit the
Project and Construction Budget to the Owner for acceptance.
If the CMAR believes that additional surveys, geotechnical
investigations, environmental assessments or other testing or
Investigation is necessary and reasonable to fashion a reliable
Project and Construction Budget, the CMAR shall make'
recommendations to the Owner for such services, with an
explanation of why the CMAR believes that the services are
reasonable and necessary. The decision to procure such
services shall be solely in the discretion of the Owner, and shall
be at the Owner's expense. • The Project and Construction
Budget shall be revised as directed by the Owner.
3.6.3 Preliminary Estimate and BudgetAnaivsis
The CMAR shall analyze and report to the Owner the cost of
various design and construction alternatives, including the
assumptions by the CMAR in preparing its analysis, a variance
analysis between budget and preliminary estimate, and
recommendations for any adjustments to the budget. As a part
of the cost analysis, the CMAR shall consider costs relating to
efficiency, usable life, maintenance, energy, and operation.
3.6.4 Cost Control
Following the completion of each design phase milestone, the
CMAR shall prepare an estimate of the construction cost for the
Design Drawings and Specificatio ns. furnished by the Designer.
Each estimate shall be accompanied by a report to the Owner
and Designer Identifying variances from the Project and
Construction Budget as well as the assumptions made by the
CMAR In 'preparing the estimate. The CMAR shall reconcile its
estimates with the Project Budget and the Construction Budget,
and with any independent estimates obtained by the Owner.
The CMAR shall coordinate the activities of the Owner and
Designer and provide cost estimating and value, engineering
studies when changes to the design are required to remain
within the Project and Construction Budget.
3.6.5 Protect and Construction Budget Revision
The CMAR shall make recommendations to the Owner
concerning design changes that may result in revisions to the
Project and Construction Budget and divisions of the Work
required for the Project.
3.6.6 Value Engineering Studies
The CMAR shall provide value engineering recommendations
to the Owner and Designer for major construction components,
Including cost evaluations of alternative materials and systems.
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3.6.7 Estimates for Addenda
Prior to bidding, the CMAR shall notify the Owner and the
Designer if any addendum issued by the Designer could impact
the Cost of the Work of the Project, and will prepare an
estimate of costs for all such addenda and shall submit the
estimates to the Owner for approval. After approval by the
Owner, addenda shall be transmitted to bidders by the CMAR.
Once bids are received and contracts are awarded to each
Contractor, any addenda issued by the Designer which affects
a Contractor shalt be processed through the change order
provisions in the Agreement.
3.6.8 Analyzing Bids: Upon receipt of bids, the CMAR shall
evaluate the bids, including alternate prices and unit prices,
and before award of any construction contract shall provide the
Owner and the Designer with a report summarizing the bids.
3.6.9 Schedule of Values (Each Contract)
The CMAR shall, in participation with the Contractors,
determine a Schedule of Values for each of the construction
contracts. The Schedule of Values shall be the basis for the
allocation of the Construction Contract price to the activities
shown on the Contractor's Construction Schedule.
3.6.10 Allocation of Costs to Contractor's Construction
Schedule
(Not used.]
3.6.11 Change Order Control
The CMAR shall establish and implement a change order
control system.
3..6.11.1 All proposed Owner - initiated change orders shall first
be described in detail in writing by the Owner, or the Designer if
so requested by the Owner, and forwarded to the CMAR. The
CMAR shall then forward a request for proposal to' the
appropriate Contractor (or Contractors), accompanied by
technical Drawings and Specifications prepared by the
Designer. In response to the request for a proposal, the
Contractor shall submit to the CMAR for evaluation detailed
information concerning the costs and time adjustments, if any,
necessary to perform the proposed change order work. The
CMAR shall review the Contractor's proposal, shall discuss the
proposed change order with the Contractor and determine the
Contractor's basis for the cost and time to perform the Work
and, as applicable, the effect, if any, on the Guaranteed
Maximum Price. The CMAR shall present its findings to the
Owner and Designer. Following Owner acceptance, the
Designer shall prepare the change order documents for
signature by. the CMAR and Owner. Upon execution of the
change order documents between the CMAR and Owner, the
CMAR shall prepare change order documents for signature by
the affected Contractor(s). The CMAR shall verify that any
adjustment of time required by approved change orders has
been incorporated into the Contractor's Construction Schedule.
3.6.11.2 The CMAR shall review the contents of all Contractor -
requested changes to the contract time or price, determine
whether an adjustment to the Guaranteed Maximum Price or
the Master Schedule Is warranted under the Contract, and
determine the amount or length, if any, of the allowable
adjustment to the Guaranteed Maximum Price and the Master
Schedule. If the .CMAR believes that an adjustment to this
Contract might be warranted by a Contractor change request,
the CMAR shall provide the Designer with a copy of the change
request, and - the CMAR shall, in Its evaluations of the
Contractor's request, consider the Designer's comments
regarding the proposed changes. The CMAR shall present its
findings to the Owner and Designer regarding the proposed
changes. if, after review by the Owner and Designer, the
Owner determines that an adjustment to the Guaranteed
Maximum Price or Master Schedule is warranted, the Designer
shall prepare the change order documents for signature by the
CMAR, the Owner and -the Designer. Upon execution of the
change order documents between the CMAR and Owner, the
CMAR shall prepare change order documents for signature by
the affected Contractor.
3.6.11.3 In Instances where a lump sum or unit price is not
authorized by the Owner in a change order prior to performing
Work described in a request for proposal as provided in
Paragraph 3.5.11, the CMAR shall request from the Contractor
records of the cost of payroll, materials and equipment and the
amount of payments to subcontractors incurred by the
Contractor in performing the Work.
3.6.12 Trade -Off Studies
The CMAR shall provide trade -off studies for various minor
construction components. The results of the trade -off studies
shall be In report form and distributed to the Owner and
Designer.
3.6.13 Pro cress Payments
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In consultation with the Designer, the C* MAR shall inspect the
work to determine compliance with the Contract Documents,
review the monthly payment applications submitted by each
Contractor and determine whether the amount requested
reflects the progress of the Contractor's Work. The CMAR
shall make appropriate adjustments to each payment
application and shall prepare and forward to the Designer and
Owner a progress payment report. The report shall state the
total contract price, payments to date, current payment
requested, retainage and actual amounts owed for the current
period. Included in this report shall be a certificate of payment
that shall be signed by the CMAR and delivered to the Owner.
The CMAR shall make payments that are due to all contractors,
suppliers, and material men within seven (7) days following
payment for the work, supplies and materials by the Owner to
the CMAR as provided in Paragraph 7.4.4 . In addition, the
CMAR shall keep the Project and the site on which Work is
performed free and clear of all liens and claims from
Contractors, subcontractors, or suppliers. Each payment
application from each Contractor and the CMAR shall contain
sales tax information on forms provided by the Owner.
3.7 Management information System (MIS)
The CMAR shall develop a MIS to establish communication
between the Owner, CMAR, Designer, and other parties on the
Project. In developing the MIS, the CMAR shall interview the
Owner's and the Designer's key personnel and others to
determine the type of information for reporting, the reporting
format, and the desired frequency for distribution of the various
reports. At a minimum, the MIS shall include the elements
described in this section.
3.7.1 Pre - construction Procedures
As part of the MIS, the CMAR shall establish procedures for
reporting, communication, and administration during the Design
Phase and regulatory permitting.
3.7.2 Schedule Maintenance Reports
The CMAR shall prepare and distribute schedule maintenance
reports on a monthly basis that shall contrast actual progress
against scheduled progress for each Phase and the overall
Project and shall make recommendations to the Owner for
corrective action to maintain the Master Schedule and all
design and construction schedules. During the Construction
Phase the reports shall compare the actual construction dates
to scheduled construction dates of each separate construction
contract and to the Master Schedule for the Project.
3.7.3 Project Cost -Reports
The CMAR shall prepare and distribute project cost reports on
a monthly basis that shall indicate estimated costs compared to
the Project Guaranteed Maximum Puce and shall make•
recommendations to the Owner for corrective action to maintain
all budgets and the Guaranteed Maximum Price. During the
Procurement Phase, the reports shall specify the actual award
prices and construction costs for the Project, compared to the
Project Guaranteed Maximum Price. During the Construction
Phase the reports shall specify actual Project and construction
costs compared to the Project Guaranteed Maximum Price.
3.7.4 Cash Flow Report
The CMAR shall periodically prepare and distribute a cash flow
report. The reports shall be based on actual award fees and
prices and on actual design and construction costs for the
Project The reports shalt specify the actual cash flow
compared to the projected cash flow.
3.7,5 Change Order Report
The CMAR shall prepare and distribute Design Phase reports
on a monthly basis that shall list all Owner- approved addenda,
substitutions and change orders as of the date of the report
.and shall state the effect of the changes on the Project and
Construction Budget and the: Master Schedule. The CMAR
shall continue to prepare and distribute monthly change order
reports during the Construction Phase. The report shall include
logs of all requests for information, requests for interpretation of
the design documents, requests for proposals, notices of
events that might justify an adjustment In the Guaranteed
Maximum Price or Master Schedule, and status of critical
decisions to be made by the Owner or the Designer. The
report shall list all Owner - approved change orders by number,
a brief description of the change order work, the cost
established in the change order and percent of completion of
the change order work. The report shall also Include 'similar
Information for potential. change orders or impact on the
Guaranteed Maximum Price of which the CMAR may be aware.
3.7.6 Proiect and Construction Budget Revisions
The CMAR shall make recommendations to the Owner
concerning construction changes that may result in revisions to
the Project Guaranteed Maximum Price.
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3.7.7 Progress Payment Reports (Each Contract)
The CMAR shall prepare and distribute the progress payment
reports. The reports shall state the total construction contract
price, payment to date, current payment requested, retainage,
sales and use tax paid, and actual amounts owed this period.
A portion of this report shall be a certificate of payment that
shall be signed by the CMAR and delivered to the Designer
and the Owner.
3.7.6 Contractor's Safety Program
On a monthly basis, the CMAR shall review the safety
programs of each Contractor and confirm that each Contractor
has established and implemented safety programs as required
by the Contract Documents.
3.7.9 Final Inspections and Commissioning
The CMAR shall schedule final Inspections and, if required by.
the Contract Documents, commissioning of systems in the
Project, and shall compile and organize all Inspection reports
for the Project records.
3.7. 10 Closeout Reports,
At the conclusion of the Project, the CMAR shall prepare final
project accounting and closeout reports.
3.7.11 MIS Reports for Move -in and Occupancy
In consultation with the Owner, the Designer and appropriate
regulatory agencies, the CMAR shalt prepare and distribute
reports associated with the Occupancy Plan.
3.8 Design Phase Services
All drawings and specifications shall be, prepared by' the
Designer and submitted to the Owner for review and
authorization to proceed with procurement and construction.
The CMAR shall provide the following services related to
design of the Project.
3.8.1 Project Conference
In accordance with the approved Construction Management
Plan and Master Schedule, the CMAR shall conduct a project
conference attended by the Designer, the Owner and others as
necessary. During the Project Conference, the CMAR shall
review the Construction Management Plan, the Master
Schedule, the Design Phase Milestone Schedule, the Project
Guaranteed Maximum Price, and the MiS. The CMAR shall
conduct and prepare minutes of this meeting.
3.8.2 Design Phase Information
The CMAR shall monitor the Designer's compliance with the
Construction Management Plan and the MIS and the CMAR
shall coordinate and expedite the flow of information between
the Owner, Designer, the OMAR and others as necessary.
3.8.3 Progress Meetings
The CMAR shall participate In regularly scheduled progress
meetings attended by the Owner, CMAR and others as
necessary. Such meetings shall serve as a forum for the
exchange of Information concerning the Project and the review
of design progress. The Designer shall prepare and distribute
minutes of these meetings to the Owner, CMAR and others.
3.8.4 Review of Design Documents
The CMAR shall review all design documents, Including
drawings, specifications, addenda, and supplemental design
information, for clarity, consistency, constructibility and
coordination among the Contractors. The results of the review
shall be provided in writing as notations on the documents or in
a written report. The CMAR is not responsible for providing,
nor does the CMAR control, the Project design and contents of
the design documents. By performing the reviews described
herein, the CMAR is not acting in a manner so as to assume
responsibility or liability, In whole or in part, for all or any part of
the Project design and design documents. The CMAR's
actions In reviewing the Project design and design documents
and In making recommendations as provided herein are only
advisory to the Owner.
3.8.5 Design Recommendations
The CMAR shall make recommendations to the Owner and
Designer with respect Jo constructibility, construction cost,
sequence of construction, construction duration, possible
means and methods of construction, time for construction, and
separation of the Project contracts for various categories of
Work. In addition, the CMAR shall give to the Designer all data
of which it is aware concerning patents or copyrights for
inclusion in Contract Documents.
3.8.6 Owner Design Reviews
The CMAR shall expedite the Owner's design reviews by
compiling and conveying the Owner's comments to the
Designer.
3.8.7 Approvals by Regulatory Agencies
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The CMAR shall assist the Designer with transmittal of
documents to regulatory agencies for review and shall advise
of potential problems in completing such reviews.
3.8.8 Construction Contracts and General Conditions
The CMAR shall recommend for approval by the Owner the
appropriate Contractor bid packages. The CMAR shall take
into account the needs of the Project, the Master Schedule, risk
management, and the available resources, and divide the Work
for the best benefit of the Project. The CMAR and the
Designer shall collaborate on the preparation of bid documents
consistent with the bid packages identified by the CMAR and
approved by the Owner. Consistent with State law, one or
more bid packages shall be prepared for each of the general
construction, electrical, mechanical, fire protection, and
plumbing divisions of the Work of the Project. The CMAR shall
prepare any other contract packages for other divisions or
subdivisions of the Work as agreed with the Owner. The form
of agreement and general conditions for use in the contracts
between the CMAR and the Contractors for construction for the
Project shall be based on a form of Agreement selected by the
CMAR that is consistent with and the General Conditions of the
Orange County Contract For Construction — Construction
Manager at Risk. The requirements of this Agreement shall be
included in each construction contract to the extent applicable
to the construction contract. Supplementary General
Conditions for Contractors shall be prepared by the CMAR and
submitted to the Owner and the Designer with adequate time
for review and comment before inclusion In bid packages. The
Designer and the CMAR will collaborate on the preparation of
the general Division One requirements of the Specifications.
Separate General Conditions for materials and equipment
procurement shall be prepared by the CMAR to meet the
specific requirements of the Project using forms approved by
the Owner. The CMAR shall be afforded a reasonable
opportunity to review and comment on all special warranties
and other obligations imposed on the Contractors by the
Specifications.
3.8.9 Public Relations
The CMAR shall assist the Owner in public relations activities
and shall prepare information for and attend public meetings
regarding the Project as reasonably required by the Owner.
3.8.10 ProtectFunding
The CMAR shall assist the Owner in preparing documents
concerning the Project for use in obtaining or reporting on
project funding. The documents shall be prepared in a form
approved by the Owner.
3.9 Procurement Phase
All construction contracts labor, materials and services shall be
procured in accordance with N C Gen Stat S 143-128.1 and
other sections of Chapter 143 Article 8 of the North Carolina
General Statutes relating to construction management at risk
contracts.
3.9.1 Preoualifyinq_Bidders
The CMAR shall develop lists of possible bidders and shall
prequalify bidders. This service shall include the following:
preparation and transmission of questionnaires; receiving and
analyzing completed questionnaires; interviewing possible
bidders, bonding agents, and financial institutions; and
preparing summary reports regarding this activity to the Owner.
The CMAR shall also prepare and transmit to the Owner a
bidders list for each bid package. The Owner shall notify the
CMAR promptly of any reasonable objections to a proposed
bidder, and the CMAR shall remove that bidder from the
bidders list.
3.9.2 Bidder's Interest Campaign
The CMAR shall conduct a telephonic and correspondence
campaign to attempt to create interest among qualified bidders,
both to foster competition for the Work of the Project, and to
satisfy the requirements of the Owner's Minority Business
Enterprise Policy, attached to this Agreement as Appendix C.
3.9.3 Notices and Advertisements
The CMAR shall prepare and place notices and advertisements
to solicit competitive bids for the Project.
3.9.4 Delivery of Bid Documents
The CMAR shall expedite the delivery of bid documents to the
bidders. The CMAR shall obtain a full set of documents from
the Designer and arrange for printing, binding, wrapping and
delivery to the bidders. The CMAR shall maintain a record of
bidders receiving documents.
3.9.5 Pre -Bid Conference
In conjunction with the Designer, the CMAR shall conduct a
Pre -Bid Conference. These conferences shall be forums for
the CMAR and Designer to explain to the bidders the Project
requirements, including information concerning schedule
requirements, time and cost control requirements, access
11
requirements, contractor interfaces, minority and women's
business enterprise goals, the project administrative
requirements and technical information.
3.9.6 Information to Bidders
The CMAR shall develop and coordinate procedures to provide
answers to bidders' questions.
3.9.7 Addenda
The CMAR shall receive from the Designer a copy of all
addenda. The CMAR shall review addenda for clarity,
consistency and coordination. By performing the reviews
described herein, the CMAR is not acting in a manner so as to
assume responsibility or liability, in whole or in part, for all or
any part of the Project design or the content of the design
documents. The CMAR shall also distribute a copy of all
addenda to each bidder receiving documents.
3.9.8 Bid Openino
The CMAR shall conduct bid openings in accordance with
statute and shall evaluate the bids to determine the lowest
responsive and responsible bidder. The CMAR shall not award
or enter into any. contract for Work on the Project until the
CMAR has provided the Owner with written notice of the intent
to award the contract with reasons for awarding the contract to
the successful bidder. This written notice shall also describe .
compliance by the bidder with the Owner's Minority Business
Enterprise Policy, attached to this Agreement as Appendix
C The Owner shall be given reasonable opportunity to
consider the qualifications of the successful bidder, and the
Impact of award of the contract on the Project and Construction
Budget.
3.9.9 Construction Contracts
At the direction of the Owner, the CMAR shall prepare,
execute, and deliver the Contract Documents between the
CMAR and the Contractors. The CMAR shall also issue the
notices to proceed.
3.9. 10 Permits Insurance and Labor Affidavits
The CMAR shall verify that all required building permits, bonds,
insurance, labor affidavits, and waivers required for the Project
have been obtained.
3.10 Construction Phase
The CMAR shall be responsible for construction administration
and management, overall field supervision, Project safety
program, quality assurance, and other services needed to
construct the Project* in the most expeditious, economical
manner consistent with the interests of the Owner and the
requirements of the Contract Documents.
3.10.1 -
In connection with the Deaigner, the CMAR shall conduct
Pre-Construction Conference during which the CMAR oho||
review the reporting pmoeduea, site operations and other
contractual requirements for the Project.
3.10.2 Onsite Management and Construction Phase
Communication Procedures
The CMAR shelf provide and maintain omanagement team on
the Pn4nmt site to pmvilde contract administration and the
CMAR shall establish and Implement coordination and
communication procedures among the CMAR. Owner,
Designer, and Contractors.
3.1{.3 Contract Administration Procedures
The CMAR shall bstablish and Implement procedures for
expediting and processing requests for infonnation, shop
drawinDo, material and equipment sample oubm|Mo|o.
Contractor schedule adjuohnents, change nndors, oubohtutes,
payment requests and the maintenance of logs. The OMAR
shall maintain daily job reports. The CMARshall be the party
to whom requests for information, submittals, Contractor
schedule adjustments, ouhotituhao, change order requests and
payment requests shall be submitted hy the Contractors.
3.10.4 Proiect Site Meetings The CMAR shall conduct weekly coordination meetingoat'tm
site with all Contractors. As set forth In the Master Schedule
and the Contract Documents, the CMAR shall conduct pre-
installation and pmvonmuucUpn meetings for key components
of the Work. The CMAR shall conduct a monthly meeting with
the Owner and the Designer |o update them nn progress ofthe
Work. The CMAR shall mcond, transcribe and distribute
minutes nf all project site meetings to all attendees, the Owner
and Designer.
31[.5 Coordination of Other Independent Consultants
Technical inspection and testing required by the Designer, the
Owner or others shall be coordinated by the OMAR. Tho
CM\R shall be provided with a copy of all Inspection and
testing reports on the day of the Inspection or test or when
Issued.
12
3.10.6 Contractor's Construction Schedule
The CMAR shall review, to the extent required by the CMAR.
each Contractor's Construction Schedule and shall verify that
the schedule Is prepared in accordance with the requirements
ot#heCnnhnctDocumentsondthat -itestahUohamnomp|ohon
dates that comply with the requirements of the Master
Schedule. The CMARand the Owner shall together approve
the Contractors for which a Construction Schedule |nrequired.
3.10.7 Construction Schedule Report
The CMAR shall review the progress of construction of each
Contractor ono weekly basis, shall evaluate the percentage
complete of each construction activity as Indicated in the
Contractor's Construction Schedule and shall review such
percentages with the Contractor, This evaluation. shall serve
ou' data for Input tnamonth�CunehucUon Schedule mpo�that
shall he prepared and distributed to the Contractor, the Owner
and Designer. The report shall indicate the actual pmgmoo
compared to scheduled progress and shall serve no the basis
for the progress payment to the Contractor, The CMAR ohe\|
determine and Implement o|hamaUvo courses of action that
may be necessary to achieve contract uomp||enoo by the
Contractor,
310} Recove[y Schedules
In the event the Project is falling behind schedule, thmCMAR
shall require each Contractor tu prepare and submit arecovery
schedule as specified in the-Contract Documents. TheOMAR
shall review and ascertain that the Contractor is providing
sufficient resources to regoin|oaLtime.
3.10.9 Requests for. Changes to the Contract Time and Guaranteed Maximum Price
The CMARahoK revi.ew the contents of a. request for changes
to the construction contract time or price submitted by a
Contractor, assemble Information concern|ngt!)e request and
endeavor to dohanninm the cause nfthe request. In inmonrno
where the CMAFYoeno|ynio reveals that the request is valid,
the CMARnhoU prepare o detailed report to the Designer and
the Owner for review, consideration and approval. The OMAR
uhoU, prior to the issuance of change order, determine the
effect on the Master Schedule cf time, extensions requested by
the Contractor. The Designer nho|| prepare the necessary
change order documents. for signing by the GMAR. Designer
and Owner. The CMAR ohei\ then prepare the necessary
documents to effect a change to the contract with the
Contractor. In Its sole discretion the Owner may approve a
change in the Guaranteed Maximum Price that corresponds
with any approved construction contract change order.
3.10.10 Quality Review and Warranty
The CMAR unconditionally warrants and guarantees all
materials and workman ship, against patent defects arising from
faulty materials, faulty workmanship or negligence for a period
of twelve (12) months following the date of substantial
completion of the Work and shall replace such . defective
materials or workmanship without cost to the Owner.
3.10.10.1 In addition to the foregoing general warranty, the
Contract Documents may require extended warranties for
specified building components, Including without limitation
mechanical and electrical equipment, elevators and escalators,
security equipment, roof, curtain wall, doors and waterproofing.
Extended warranties shall be specified in the Contract
Documents. All such extended warranties shall either be
provided by the CMAR or by a Contractor or manufacturer as
provided in the Contract Documents. Such warranties shall
provide, at a minimum, for the repair or replacement of
defective or non- conforming components within the warranty
period.
3.10.10.2 The CMAR shall establish and implement a program
to monitor the quality of construction. The purpose of the
program shall be to guard the Owner against defects and
deficiency in the work of the Contractors. The CMAR shall
transmit to the Designer and the Contractor a notice of
nonconforming work and may require that the Contractors
correct Work at no expense to the Owner when it Is the opinion
of the CMAR that the Work does not conform to the
requirements of the Contract Documents. Except for minor
variations as stated herein, the CMAR is not authorized as part
of this service to change, evoke, enlarge, relax, alter, or to
release any requirement of the Contract Documents or to
approve or accept any portion of the Work not performed in
accordance with the Contract Documents.
3.10. 11 Testing by the CMAR
The CMAR shall recommend to the Owner additional tests and
inspections that the CMAR believes should be conducted to
monitor the quality of construction and compliance with the
Contract Documents. Notice of all such tests and Inspections
shall be provided to the Owner and the Designer, and copies of
the results and reports of ail such tests and inspections shall be
provided to the Owner and the Designer.
13
3.10.12 Operation and Maintenance Materials
The CMAR shall obtain from the Contractors, review and
assemble operation and maintenance manuals, warranties and
guarantees for materials and equipment installed in the Project,
In accordance with the Contract Documents and the Master
Schedule. It is expected that all operation and maintenance
manuals will be compiled and delivered to the Owner before
the Project Is .substantially complete, and generally when the
Work is eighty percent complete.
3.10.13 Substantial Completion
Substantial completion is the point in time when the Work, as
determined by the Designer, is sufficiently complete in
accordance with the Contract Documents that it can be utilized
by the Owner for its intended use, and all necessary permits
and permissions for beneficial occupancy and utilization having
been obtained by the CMAR. All operations and maintenance
manuals, Owner training, and as -bunt drawings must be
submitted prior to Final Completion being achieved.
The CMAR shall, prior to requesting a Certificate of Substantial
Completion, prepare and submit to the Contractors lists
identifying Work that does not conform to the Contract
Documents. The CMAR shall not request a Certificate of
Substantial Completion from the Designer until the CMAR
believes that the Project is substantially complete and certifies
to the Designer that all of the Work Is substantially complete.
The Designer shall then determine Whether the Project is
substantially complete. Upon Substantial Completion, the
Designer shall prepare and submit to the CMAR a deficiency
list identifying all portions of the Work which are known by the
Designer at that time to be incomplete or defective. Within
forty-five (45) days of receipt of this deficiency list, the CMAR
shall complete and correct all items on that list along with all
other Work required to achieve Final Completion of the Work.
At any time prior to completion of the period of warranty, the
Designer may submit to the CMAR a supplemental deficiency
list, in which case the CMAR shall complete or correct any and
all new items identified on the Supplemental deficiency list.
3.10.14 Final Completion
In consultation with the Designer, the CMAR shall determine
when the Project and the Contractor's Work are finally
completed and, following .completion of corrections, shall issue
a Certificate of Final Completion to the Owner. Upon delivery
of the Certificate of Final Completion to the Owner, the CMAR
shall make all remaining payments due to Contractors.
3.10.15 Protection of the Work Property and the Public
The CMAR shall be responsible for the entire site and shall
provide all the necessary protections required by the Owner
and by laws or ordinances governing safety and protection of
property. Consistent with the indemnification provisions
elsewhere in this Agreement, and subject to the benefits of any
Owner - controlled or Owner - provided insurance that covers the
Interests of the CMAR and Its Contractors, the CMAR shall be
responsible for protecting the public and those on the site
against all bodily injury or harm, and protecting against any
damage to the Work, to adjacent property, and to property of
others. The CMAR shall have access to the Project at all times.
Subject to its ultimate contractual responsibility for protection of
work, property and the public under this Agreement, and
subject to any non - delegable duties Imposed by law, the CMAR
may delegate .to Contractors these obligations of the CMAR
under this Agreement, and may obtain indemnification and
Insurance from Contractors as the CMAR deems reasonable
and prudent.
3.10.15.1 The CMAR shall provide cover and protect all
portions of the structure when the Work is not in progress,
provide and set all temporary roofs, covers for doorways, sash
and windows, barricades, and all other materials necessary to
protect all the Work on the building, whether set by it, or any of
the Contractors. Any completed Work or Work In progress
damaged through the lack of proper protection or from any
other cause shall be repaired or replaced without extra cost to
the Owner.3.10.15.2 No fires of any kind will be allowed inside
or around the operations during the course of construction.
3.10.15.3 The CMAR shall protect all trees and shrubs
designated to remain in the vicinity of the operations by
building substantial protection around same. The CMAR shall
barricade all walks, roads, etc., as authorized by the Owner to
keep the public away from the construction. All trenches,
excavations or other hazards In the vicinity of the Work shall be
well barricaded and properly lighted at night.
3.10.15.4 The CMAR shall develop and implement a Project
Safety Program. The Owner may reject the Project Safety
Program and require that it be rewritten if in the Owner's
reasonable opinion the Safety Program is inadequate. The
CMAR shall report, to the Owner, as part of the MIS, any safety
violations and actions taken to protect the safety of persons
and property engaged in the Project. The CMAR shall require
14
that all Contractors meet or exceed the Project Safety Program
requirements including where those requirements meet or
exceed State or Federal requirements.
3.1015.5 In the event the Owner implements an Owner
Controlled Insurance Program { "OCIP "), the CMAR agrees to
cooperate and coordinate with any safety plan or risk
management plan implemented In connection with the OCIP.
3.10.15.6 The CMAR shall implement the Project Safety
Program for the protection of all persons on the job, including
the requirements of the A.G.C. Accident Prevention Manual in
Construction, as amended, and shall fully comply with all state
laws or regulations and North Carolina State Building Code
requirements to prevent accident or injury to persons on or
about the location of the Work. The CMAR shall clearly mark or
post signs warning of hazards existing, and shall barricade
excavations, elevator shafts, stairwells, floor and wall openings
and similar hazards. The'CMAR shall protect against damage
or injury resulting from failing materials and shall maintain all
protective devices and signs throughout the progress of the
Work.
3.10.15.7 The CMAR shall, at a minimum, adhere to the rules,
regulations and interpretations of the North Carolina
Department of Labor relating to Occupational Safety and
Health Standards for the Construction Industry.
3.10.15.8 As part of the Project Safety Program the CMAR
agrees to implement a Public Hazard Control Plan conforming
to the standards set forth in ANSI A10.34- 2005R. The Public
Hazard Control Plan shall be submitted to the Owner for review
and approval before construction begins on the Project.
3.10.15.9 The CMAR shall designate a responsible member of
Its organization as safety inspector, whose duties shall include
accident prevention on the Project. The name of the onsite
safety inspector shall be made known to the Project Designer
and Owner at the time the Work is started. The CMAR will
provide the Owner with the name. of each Contractor's onsite
safety officer.
3.10.15.10 In the event of emergency affecting the safety of
life, the protection of Work, or the safety of adjoining properties,
the CMAR is hereby authorized to act at its own discretion,
without further authorization from anyone, to prevent such
threatened injury or damage. Any compensation claimed by the
CMAR, on account of such action shall be determined as
provided for under Article 7 herein.
3.10.15.11 If reasonable precautions are inadequate to prevent
foreseeable bodily injury or death to persons resulting from a
material or substance encountered but not created on the site
by the CMAR or its Contractors, the CMAR shall, upon
recognizing the condition, immediately stop Work in the
affected area and report the condition to the Owner and the
Project property owner if different from the Owner and Project
Designer in writing. The Owner or Project property owner if
different from the Owner . shall take responsibility for
remediation of the material or substance from the site. If the
CMAR claim's its progress in completing the Project is delayed
because of the remediation response to the site,'the CMAR
shall file notice and a claim in accordance with this Agreement.
3.10.15.12 Any land- disturbing activity performed by the CMAR
In connection with the Project shall comply with all erosion
control measures set forth in the Contract Documents and any
additional measures which may be required In order to ensure
that, the Project Is in full compliance with the Sedimentation
Pollution Control Act of 1973, as implemented by Title 15,
North Carolina Administrative Code, Chapter 4, Sedimentation
Control, Subchapters 4A, 4B and 4C, as amended (15
N.C.A.C. 4A, 4B and 4C).
3.11 Post Construction Phase
The CMAR shall provide the following ongoing services in
connection with Final Completion of the Work by the
Contractors:
3.11.1 Record Documents
The CMAR shall coordinate and expedite submittals of
information from the Contractors for preparation of record
Drawings and Specifications, and shall coordinate and expedite
the transmittal of such record documents to the Owner.
3.11.2 Organize and Index Operations and Maintenance
Materials
Prior to final completion of the Project the CMAR shall compile
manufacturers' operations and maintenance manuals,
warranties and guarantees and bind such documents In an
organized manner. This information shall then be provided to
the Owner.
3.11.3 Occupancy Permit
The CMAR shall assist the Owner and Designer in obtaining an
occupancy permit by accompanying governmental officials
during inspections of the Project, preparing and submitting
documentation to governmental agencies and coordinating final
testing and other activities.
3.11.4 Occupancy Plan
The CMAR, in consultation with the Owner, the Designer and
appropriate regulatory agencies, shall prepare an Occupancy
Plan for the Project. This plan shall be provided to the Owner
at least thirty days prior to Substantial Completion,
3.12 Additional Services
The CMAR agrees to perform all tasks and functions
reasonably necessary to complete the services described in
the preceding paragraphs in this Article 3, even if not explicitly
described therein, unless the tasks or functions are explicitly
described as Additional Services in this section 3.12. At the
request of the Owner, the CMAR shall perform Additional
Services and shall be compensated for same as provided in
Article 7 of this Agreement. The CMAR shall perform
Additional Services only after the Owner and CMAR have
executed a written amendment to this Agreement providing for
such services. The following is a list of Services that might
reasonably be anticipated, with indication of whether the
specified services will be considered to be Additional Services
or required Services:
3.12.1 Services related to Investigation, appraisal, or evaluation
of existing conditions, facilities, or equipment or determination
of the accuracy of existing drawings or other information
furnished by the Owner are required and are not Additional
Services;
3.12.2 Services related to procurement, storage, maintenance
and installation of Owner - furnished equipment, materials,
supplies and furnishings are Additional Services; provided,
however, that coordination and scheduling of the procurement,
storage, maintenance and instailatlon of Owner - furnished
equipment, materials, supplies and furnishings with the Work of
the Contractors is required and is not an Additional Service;
3.12.3 Services related to determination of space needs,
programming, internal traffic studies or other utilization of the
Project are-Additional Services;
3.12.4 Warranty inspections during the warranty period of the
Project are required and are not Additional Services;
3.12.5 Services made necessary by the failure to perform by or
bankruptcy of a Contractor Is a required Service and is not an
Additional Service;
3.12.6 Preparation for and serving as a witness In connection
with any public or private hearing or arbitration mediation or
legal proceeding relating to the Project is a required Service
and is not an Additional Service;
3.12.7 Assisting the Owner in public relations activities and
preparing information for and attending public meetings is a
required Service, not an Additional Service; and
3.12.8 Services related to move -in including preparing and
soliciting responses to requests for proposals, preparing and
coordinating the execution of contracts, conducting pre- moving
conferences, administering the contract for moving activities In
conjunction with the move -in for the Project and providing on-
site personnel to oversee the relocation of furniture and
equipment by the movers while actual move -in is in progress
are Additional Services; provided, however, that coordination of
the Work of the Contractors with move -in by the Owner in
accordance with the Master Schedule is required and is not an
Additional Service.
ARTICLE 4
TIME FOR PERFORMANCE
4.1 Duration
The commencement date for the CMAR's Services shall be the
date of execution of this Agreement by the Owner as stated
herein or the date on which the Owner Issues to the CMAR a
written instruction to proceed with Services, whichever is
earlier. The duration of the CMAR's Services under this
Agreement shall be from the date of this Agreement through
the Issuance of the certificate of final completion, plus the one -
year CMAR warranty phase services.
4.2 Master Schedule
The CMAR's Services shall be performed for the periods of
time Indicated in the approved Master Schedule. Firm dates for
substantial completion and final completion of the Project shall
16
also be fixed. At that time the CMAR represents that the
Master Schedule has been reviewed in detail, that the
Contractors participated in its preparation, that all of the
activities which impact, limit, or otherwise affect the time of
completion of the Work are shown in the Master Schedule and
that all of the activities of others which impact, limit, or
otherwise affect the start, duration, or completion of the
CMAR's activities are also shown. The CMAR further
represents that the CMAR can and will complete each activity
within the time shown for that activity. Time is of the essence
with respect to each such activity and completion date.
4.3 Non - waiver
If the CMAR submits a construction schedule, progress report,
or any other document that Indicates or otherwise expt•esses
an intention to achieve completion of the Work prior to any
established completion date, no liability of the Owner to the
CMAR for any failure of the CMAR to so complete the Work
shall be created or implied.
4.4 Schedule Adjustment
If the CMAR and Its Contractors, for 'reasons beyond their
control, are delayed In beginning any activity, the CMAR shall,
nevertheless, have the same number of days as is shown in
the Master Schedule for the activity, and the affected activity
and any succeeding activity that is dependent upon that activity
shall be adjusted accordingly; provided that at any time the
Owner, by means of a Change Order, may require the CMAR
to work overtime, to Increase labor forces or to take any
necessary or appropriate action to decrease the time required
for any activity, and the CMAR shall be entitled to an
adjustment in the Contract Price computed in accordance with
Article 5 of these General Conditions.
4.5 Early Start
[Not used.]
4.6 Recovery
Should the CMAR fail to start a critical activity on the start date
shown in the Master Schedule or as It may have been adjusted
In accordance with this Article, or become delayed, the CMAR
and its Contractors shall, without being entitled to any increase
In the Guaranteed Maximum Price or other compensation, work
overtime, Increase labor forces or take such other action' as
may be necessary or appropriate to complete the activity by the
Completion Date shown on the Master Schedule, or as such
Completion Date may have been adjusted.
4.7 Schedule Monitoring
The Designer and Owner shall monitor progress of the Work
and the CMAR shall cooperate with such monitoring and
provide any and all information with respect to the progress of
the Work and scheduling as the Owner or Designer may
reasonably require.
4.8 Schedule Revisions
On a monthly basis, the CMAR shall revise the Master
Schedule, showing any adjustments made In accordance with
this Article, by any Change Order, the progress of the Work,
and any days gained or days lost with respect to any activity,
and shall furnish copies thereof to the Owner and Designer.
4.9 Withholding Payment from CMAR
Should any monthly revision of any Master Schedule show that
the CMAR is behind on any critical activity, the late completion
of which could delay Substantial Completion of the Work, the
Owner shall be entitled to withhold from the next Progress
Payment due the CMAR an amount not exceeding the amount
the Owner would be entitled to in Liquidated Damages, should
Substantial Completion be delayed by the same number of
days that the CMAR is currently behind schedule. If,
subsequently, the Project progress, as shown by any
succeeding monthly revision to the Master Schedule, is such
that the anticipated delay no longer exists,•the Owner shall pay
with the Progress Payment next due to the CMAR such
amounts as have been withheld In accordance with this
paragraph.
4.10 Work by Owner
If the CMAR, within a period of five (5) days after notice that it
Is behind in a critical activity or is otherwise in default under this
Agreement, shall not proceed in good faith and with reasonable
speed to corredt such delay or default in accordance with such
notice, the Owner shall have full power and authority to take
the prosecution of the Work out of the hands of the CMAR, to
appropriate or use any or all materials and equipment at the
Project as may be suitable and acceptable, and to enter into
other agreements for the completion of the Work or pursue
such other methods as in the Owner's sole discretion and
opinion shall be necessary or appropriate for the completion of
the Work in an acceptable manner. The Owner shall have the
right to perform Work, hire and employ labor and craftsmen,
17
rent equipment, subcontract with other parties, or do anything
that the Owner deems necessary or appropriate to remedy or
cure any delay or default by the CMAR in the progress of the
Work. Such action by the Owner shall not, In any way, affect,
void or limit any warranty, guaranty or other responsibility of the
CMAR under the Contract Documents. Such action may be
taken by the Owner only after five (5) days written notice to the
CMAR. All costs incurred by the Owner in taking any such
action shall be charged to the CMAR and deducted from any
amounts due under the Agreement.
4.11 Force Majeure
The CMAR may be entitled to an extension of the time for
completion (but no Increase in the Guaranteed Maximum Price
except as described in this Paragraph 4.11) for delays arising
from unforeseen causes beyond the control and without the
fault or negligence of the Owner, the CMAR or the CMAR's
Contractors as follows:
4.11.1 Acts of God, tornado, fire, hurricane or earthquake that
damage completed Work or stored materials.
4.11.2 Acts of sabotage that damage completed work or stored
materials.
4.113 Labor disputes at the project site.
4.11.4 Unavoidable casualties that damage completed work or
stored materials.
4.11.5 Acts of the public enemy.
4.11.6 Acts of the State, Federal, or local government In their
sovereign capacities.
4.11.7 Abnormal Inclement weather as defined in
Paragraph 4.13.
If the Force Majeure delay is greater than 120 days, the Owner
shall consider and, if reasonable, approve a request for an
adjustment to the GMP for the additional costs caused by the
force majeure delay beyond the 120 day period.
4.12 Notice
The CMAR and the Contractors shall not be entitled to and
hereby expressly waive any extension of time resulting from
any condition or cause unless a claim for extension of time is
made in writing to the Owner within five (5) days of the first
instance of delay for all delays, except excessive inclement
weather which shall be made In accordance with paragraph
4.13. All claims not filed in accordance with this Article shall be
waived by the CMAR. Circumstances and activities leading to
such claim shall be indicated or referenced In a daily field
Inspection report for the day(s) affected. In every such written
claim, the CMAR shall provide the following information:
4.12.1 Nature of the Delay;
4.12.2 Date (or Anticipated Date) Of Commencement of Delay:
4.12.3 Activities on the Progress Schedule affected by the
delay, and /or new activitles created by the delay and their
relationship with existing activities;
4.12.4 Identification of person(s) or organizations) or events(s)
responsible for the delay;
4.12.5 Anticipated extent of the delay; and
4.12.6 Recommended action to avoid or minimize the delay.
4.13 Weather Delays
On any day that the CMAR considers that the Project is
delayed by adverse weather conditions, the CMAR shall
Identify in writing to the Designer and the Owner the adverse
weather conditions affecting each activity, the specific nature of
the activity affected, the number of hours lost, and the number
of and identity (by responsibility or trade) of workers .affected
and shall obtain from the Designer written recognition of the
delay. The time for performance of this Contract includes an
allowance for a number of calendar days which may not be
suitable for construction Work by reason of adverse weather.
The Contract Time will be extended only If the number of
calendar days of adverse weather recognized by the Designer
exceeds the number of inclement weather days set forth below,
and the CMAR clearly demonstrates how this adverse weather
negatively impacts activities on the critical path of the Master
Schedule.
Month Number of inclement Weather Days
January 7
February 6
March 7
April 6
18
May 7
June 6
July 8
August 6
September 5
October 5
November 5
December 9
If the CMAR believes that the progress of the Work has been
adversely affected by adverse weather recognized by the
Designer during a particular month, the CMAR shall submit a
written request for extension of time, to the Designer. Such a
request for time extension of the Contract Time shall be
submitted by the tenth (10th) day of the month following that
month in which the adverse weather Is encountered. The
request shall Include, but is not limited to, the following
information:
4.13.1 Detailed description of weather's effect on scheduled
activities and its net effect on the critical path of the Project,
and
4.13.2 Weather records from the official weather station
nearest the Project site and records of actual observation as
contained in daily reports, correspondence, or other,
contemporaneously prepared documentation.
4.14 Damages for Delay
The CMAR shall not be .entitled to any adjustment in the
Guaranteed Maximum Price or other compensation from the
Owner for any delay In the completion of or progress on the
Work that is caused by a force majeure condition or is
otherwise not caused by the sole and direct act or omission of
the Owner and the Owner's employees or agents:
4.15 Liguidated Damages
The CMAR specifically recognizes that a delay by the CMAR in
achieving the Substantial Completion of the Project will
necessarily cause damages, losses, and expenses to the
Owner, including, but not limited to and by way of illustration
only, increased capitalized costs and interests for the Project,
Increased and extended Project overhead, Designer's and
Consultant's fees, Increased costs of construction, increased
and extended operation costs of other facilities, and inefficiency
and loss of productivity, and that such damages, losses, and
expenses may not be readily Identifiable or ascertainable at the
time they are incurred or at any time. Therefore, and in
recognition of these factors and the likelihood that actual
damages from his delay will not be readily ascertainable, the
CMAR agrees to pay to the Owner, as Liquidated Damages
and not as a penalty, the sum of Five Hundred Dollars ($500)
as the Liquidated Damages per day, for each day by which the
failure to meet the Substantial Completion Date shown In the
Master Schedule, adjusted in accordance with this Article,
delays the Substantial Completion of the Project. The sum for
Liquidated Damages is the amount reasonably estimated in
advance to cover the losses to be incurred by the Owner by
reason of failure of the CMAR to complete the Project within
the time specified, such time being In the essence of this
contract and a material consideration thereof.
ARTICLE 5
CHANGES IN THE CONSTRUCTION MANAGER'S
SERVICES AND ADDITIONAL COMPENSATION
5.1 Owner Chances
The Owner, without invalidating this Agreement, may make
changes in the CMAR's Services specified ih Article 3 of this
Agreement. The CMAR shall within five (5)_days notify the
Owner of any changes or other events which in the opinion of
the CMAR entitle the CMAR to an increase or decrease the
Guaranteed Maximum Price, the CMAR's compensation, the
duration of the CMAR's Services, or both.
5.1.1 Chanoes in the CMAR's Services
Changes in the CMARs, Services may be directed by the
Owner in writing, and if so directed to provide different or
additional Services the CMAR shall comply with the directions
of the Owner. Additional compensation shall be settled by a
written amendment to this Agreement executed by the Owner
and the CMAR. If possible, the amendment shall be executed
by the Owner and CMAR prior to the CMAR performing the
services required by the amendment, but failure to agree on
compensation for a change in Services shall not be grounds for
the CMAR to cease or refuse to provide the Services
reasonably requested by the Owner. The CMAR shall proceed
to perform the services required by the amendment only. after
receiving notice directing the CMAR to proceed.
5.1.2 Additional Compensation and Extended Duration
19
The CMAR shall be entitled to receive additional compensation
and additional time when the scope or planned duration of
Services is increased or extended through the fault of the
Owner. The CMAR shall notify the Owner within five (5) days
after changes to the scope of the Project or a part thereof or
after delays caused in whole or In part by the Owner increase
or extend the scope or duration of the CMAR's Services.
5.1.2.1 Fixed Fee
The CMAR shall not be entitled to an increase in the Fixed Fee
unless and until it is finally determined at the completion of the
Project that the approved Cost of the Work exceeds one
hundred and five percent (105 %) of the Cost of the Work set
forth in the original agreed Guaranteed Maximum Price. If an
Increase in the Fixed Fee is justified, the CMAR shall be
entitled to an.increase in the Fixed Fee equal to seven percent
(7 %) of the amount by which the final approved Cost of the
Work exceeds one hundred and five percent (105 %) of the
Cost of the Work set forth in the original agreed Guaranteed
Maximum Price. The Owner may in its discretion approve
adjustments to the Fixed Fee prior to the end of the Project.
5.1.2.2 General Conditions
The amount of additional General Conditions costs to be paid
to the CMAR and the amount of extension of the duration of
this Agreement shall be determined on the basis of the
CMAR's reasonable additional General Conditions costs after
determining -the increased services and length of the
extensions of the duration of this Agreement. A change In the
Drawings and Specifications or other change in the scope of
the Work shall not automatically entitle the CMAR to an
increase in compensation. , increases in the compensation
payable to the CMAR shall only be payable upon proof of an
Increase In the actual duration or level of services being
provided by the CMAR, or both.
5.1.2.3 Cost of the Work
Increases in the Cost of the Work shall be determined In
accordance with the provisions of Article 7 of this Agreement.
5.1.3 Payment of Additional Compensation
The CMAR shall submit invoices for additional compensation
with its invoice for Services and payment shall be made
pursuant to the provisions of Article 7 of this Agreement.
ARTICLE 6
OWNER'S RESPONSIBILITIES
6.1 Program
The Owner shall provide to the OMARnomplete Information
[egording the Owners requirements for the Project.
6.2,Decisions
The Owner shall examine information submitted by the CMAR
and shall render decisions thereto promptly.
6.3 Insurance
The Owner shall furnish the insurance that the Owner has
agreed to furnish as specified In Article 8.
6.4 Notice of Nonconformities
If the Owner observes orotherwise becomes aware of any fault
or defect in the Project or nonconformity with the Contract
Documents, the Owner shall give prompt written notice thereof
to the CMAR.
6.5&bPurova8s '
The Owner ohoU fumish required Information and approvals
and perform Its responsibilities and activities Ina timely manner
to facilitate orderly progress of the Work In cooperation with the
CMAR.cunsiotent with this Agreement, and in accordance with
the. planning and scheduling requirements and, budgetary
restraints of the Project.
60,Designer
The Owner shall retain Designer whose services, duties and
responsibilities shall bedescribed Ina written agreement
between the Owner and Designer. The oerviceo, dutiea, and
responsibilities of the Designer set out in the agreement
between the Owner and Designer shall be compatible and
consistent with this Agreement and the Contract Duoumeuts,
The Owner shall, in Its agreement with the Designer, mqu|na
that the Designer perform Its services in cooperation with the
CM8R, consistent with this Agreement and In accordance with
the plannnV, scheduling and budgetary requirements of the
Project os determined by the Owner. The terms and conditions
of the agreement between the Owner and the Designer shall
not bochanged or waived without written notice to the CMAR
provided nt the rime vf the change orrevision.
6.7 Budget
20
The Owner shall establish the Project and Construction Budget
and approve subsequent revisions deemed acceptable as
provided in this Agreement.
6.8 Separate Contracts
The Owner reserves the right to contract separately with other
entities to complete portions of the Work of the Project, o,to
deploy Its own. employees to complete portions of the Work. If
the Owner contracts separately with any other parties, the
Owner shall cause all such o8,anmonts to be compatible and
consistent with this Agreement. Each of the agreements shall
Include waiver of subrogation as naqu|nsd herein. The CIVIAR
ognaoo to cooperate with the Owner and Its separate
contractors and coordinate theVYorkof all parties, including the
Owner's forces o/ separate contractors. Provided the OM8R
has reasonable advance notice of the Identity and duties of
separate contractors, the CMAR agrees io include coordination
and support of the Owner's separate contractors in the General
Conditions costs. Disputes or conflicts between the CMAR.the
Owner and any separate contractors shall bn subject hzdispute
resolution In accordance with the dispute resolution pmWo|000
in Appendix A.
6.9 Cooies of Drawings and Specifications
The CMAR shall estimate the reasonable number of copies of
interim and final drawingo, specifications and Contract
Documents required by the CMAR, and shall obtain such
copies from the Designer at the CMAR!e expense. The
estimated coot of such copies shall be Included In the
Guaranteed Maximum Price.
OJO Permits and App vals
With the cooperation and assistance of the CMAR and the
Contractors ae set forth |n this Agreement, the Owner shall ina
timely manner secure, submit and pay for necea�aryappmvois.
aaoamon�.assessments, penni�and charges roqu|mdfor the
construction, use or occupancy of permanent structures, nrfor
permanent changes |n existing facilities.
6.11 Requirements
The Owner shall describe the funding for the Project to the
cMxR and the Designer.
6.12 Comm unibation with Contractors
The Owner, its representatives and consultants. including
Designma, shall. communicate With the Contractors only
through the CMAR.
6.13'Copies of Notices and Communication
The Owner shall send to the CMAR and shall require the
Designer to send the CMAR copies of all notices and
communications sent to or received by the Owner or Designer
relating to the Project.
6.14 Owner's Representative
The Owner shall designate, in writing, an officer, employee or
other authorized representative to serve as the Owners point
of contact and to act in the'Owners behalf with respect to the
Project. This representative shall be available during working
hours and as often as may be required to render decisions and
furnish information in a timely manner. The CMAR
acknowledges that more than one Individual might be
designated as the Owner's representative at different times and
for different purposes. The CMAR also acknowledges that
some changes to this Agreement and to the Project might
require authorization by the County Commissioners and
execution by the County Manager in addition to the Owners
project representative.
6.15 Payment to CMAR
[Not used.]
ARTICLE 7
GUARANTEED MAXIMUM PRICE-AND PAYMENT
7.1 Guaranteed Maximum Price
The CMAR shall be required to give a Guaranteed Maximum
Price for the Project. The Guaranteed Maximum Price shall be
documented by the CMAR as defined in Article 12 and, once
established, the Guaranteed Maximum Price shall be subject to
modification only as defined in this Agreement.
7.1.1 Guaranteed Maximum Price Proposal
The Guaranteed Maximum Price shall be provided by the
CMAR when requested by the Owner, but in no event before
the completion of one hundred percent of schematic design
documents for the Project by the Designer, and in no event
later than sixty (60) days after construction documents for the
Project are released by the Designer for permitting, bidding and
construction. The Owner shall accept such Guaranteed
Maximum Price or negotiate and reach agreement with the
CMAR on a different Guaranteed Maximum Price within thirty
(30) days of the date of the receipt unless such time Is mutually
agreed to be extended. If the Owner does not accept a
21
Guaranteed Maximum Price within the time period herein
provided, such price shall be presumed to be rejected by the
Owner.
7.1.2 Consideration of Proposal
In the event the Owner does not accept the CMAR's proposed
Guaranteed Maximum Price, the Owner may terminate the
Agreement In accordance with Article 9.
7.1.3 Construction Contracts
Construction contracts for the Work required for the Project
shall be between the CMAR and Contractors. The CMAR shall
request and receive bids for each contract and shall advise the
Owner with respect to award of a contract to the lowest
responsive and responsible bidder. The CMAR shall enter into
a contract with that bidder after receipt of approval of award
from the Owner.
7.1.4 Work by CMAR
All of the labor and materials for the Work of the Project as
described in the Drawings and Specifications developed by the
Designer shall* be performed by Contractors, except as
specifically provided in this paragraph. The CMAR may
perform a portion of the Work only if (1) bidding produces no
responsible, responsive bidder for that portion of the Work, no
responsive, responsible bidder will execute a contract for the
bid portion of the Work, or a Contractor defaults and a pre -
qualified replacement cannot be obtained in a timely manner,
and (2) the Owner approves performance of the Work by the
CMAR. In the event the CMAR performs a portion of the Work
under this paragraph, the CMAR shall be entitled to its actual
direct cost to perform the Work, including direct labor costs with
reasonable burden, actual material costs, actual equipment
costs', and actual subcontract payments, without markup for
overhead or profit. • Any other direct costs of the Work
performed by the CMAR will only be paid if approved by the
Owner in advance of performing the Work.
7.1'.5 Elements of the Guaranteed Maximum Price
The Guaranteed Maximum Price shall include the total'Cost of
the Work, including the CMAR Fee for Services, the
reimbursable costs for General Conditions provided by the
CMAR, If any, and the CMAR Contingency, if any, all as
defined herein. The Guaranteed Maximum Price includes the
cost of all labor, equipment, supplies, materials, services and
allowances to complete the _ Project The Guaranteed
Maximum Price shall be directly correlated to the specific
design Drawings and Specifications in existence at the time the
Guaranteed Maximum Price is prepared. The assumptions
used in the preparation of the Guaranteed Maximum Price shall
be identified by the CMAR in its Guaranteed Maximum Price
proposal.
7.1.8 Sales and Use Taxes.
The Guaranteed Maximum Price shall Include those sales and
use taxes applicable to the Project that are legally enacted at
the time the Guaranteed Maximum Price Is established. Sales
and use taxes shall be accounted for separately in the
Guaranteed Maximum Price and in the payment application
submitted by the CMAR. Any increase or decrease in such
taxes that affect the Guaranteed Maximum Price and that are
enacted after the Guaranteed Maximum Price is submitted
shall be incorporated Into that price by change order.
7.1.7 Change in Scope
The Owner may change the scope of the Project or a part
thereof and the Guaranteed Maximum Price shall then be
adjusted as provided in Paragraph 7.3.
7.2 Cost of the Work
The term "Cost of the Work' shall include all amounts paid by
the Owner to the CMAR other than General Conditions and
Fixed Fee costs for payment to all separate Contractors,
suppliers and equipment lessors for all the Work of the Project
as described in the Design Drawings and Specifications
developed by the Designer. The Cost of the Work shall be
adjusted for all discounts obtained on payments by the CMAR
or any Contractor, which shall be for the benefit of the Project
and the Owner. Trade discounts, rebates, refunds, and
amounts received from sales of surplus or salvaged materials
and equipment shall accrue to the Owner, and the CMAR shall
make provisions so they can be secured and will reduce 'the
Guaranteed Maximum Price accordingly. Amounts which
accrue to the Owner in accordance with this paragraph shall be
accounted for and credited to the Owner as a deduction from
the Cost of the Work.
7.2.1 Exclusions from Cost of the Work
The Cost of the Work shall not include the following:
7.2.1.1 The CMAR's fee for Services and reimbursable costs
for General Conditions;
9�)
7.2.1.2 All professional fees paid by the Owner to the Designer
or other consultants retained directly by the Owner,
7.2.1.3 All costs paid directly by the Owner to contractors or
suppliers retained directly by the Owner and outside the scope
of the Guaranteed Maximum Price;
7.2.1.4 All Additional Services costs as defined herein.
7.3 Adjustments to the Guaranteed Maximum Price
The CMAR understands, confirms and agrees that its
responsibility hereunder is to construct the Project in
accordance with the Drawings and Specifications. It is
recognized that the Guaranteed Maximum Price is based on
complete design documents unless the Owner requests that
the Guaranteed Maximum Price be fixed at an earlier stage in
the design process. The CMAR shall notify the Owner if the
CMAR believes that it is being asked to fix the Guaranteed
Maximum Price on incomplete, ambiguous or under - developed
-drawings and specifications. In those instances in which the
Drawings and Specifications are not fully developed at the time
the Guaranteed Maximum Price is established, the CMAR shall
exercise reasonable care and judgment to determine the Intent
of the design and shall calculate the Guaranteed Maximum
Price on the basis of the quality of construction, materials, and
finishes that can be reasonably inferred from the design
documents or other specified sources. The CMAR shall
determine unit prices and the Cost of the Work and shall make
those reasonable assumptions regarding the project scope and
the quality of the intended construction as may be necessary to
fully document the Guaranteed Maximum Price.
7.3.1 Changes to the Work
The Owner may, at any time and for any reason, by written
notice or order, make changes or modifications to the Work or
add Work within the general scope of the Project, including
without limitation changes to the Drawings and Specifications,
the Master Schedule, the sequence, manner or method of
performing the Work, or the work being provided by the Owner
or its separate contractors: The amount of adjustment to
increase or decrease the Cost of the Work resulting from a
change In the Project shall be determined in one or more of the
following ways:
7.3.1.1 By mutual acceptance of a lump sum, properly itemized
and supported by cost data; or
7.3.1.2 By unit prices defined in a contract with a Contractor; or
7.3.1.3 By the cost of such Work determined on the basis of
the cost records for the changed work. In the event actual
costs are to be reimbursed, the CMAR shall keep and present
in such form as may be agreeable to the Owner and Designer
an itemized accounting together with appropriate supporting
data of the actual Cost of the Work.
7.3.2 Directive to Proceed
In the event the CMAR and the Owner cannot agree that an
adjustment to the Guaranteed Maximum Price or the Master
Schedule is warranted, or cannot agree on the compensation
for a change In the Work or on an increase in the Guaranteed
Maximum Price, the CMAR shall, if so directed by the Owner in
writing, nevertheless proceed with the Work, and any
adjustment to the Guaranteed Maximum Price shalt be
negotiated by the parties at a later date, utilizing the dispute
resolution procedures under this Agreement if necessary.
7.3.3 Unit Prices
If unit prices are utilized in the Guaranteed Maximum Price, the
Guaranteed Maximum Price Proposal shall document the
estimates on which the unit prices are based. If the CMAR
later determines that the quantities on which unit prices are
based will vary from the quantities utilized by the CMAR to fix
the unit prices and calculate the Guaranteed Maximum Price,
the CMAR shall within five (5) days after detennining that the
quantities will vary from the estimates notify the Designer and
the Owner In writing and forecast the amount of the variance.
If the estimated quantities available to and used by the CMAR
to establish the unit prices are so changed that application of
the agreed unit prices to the quantities or work proposed cause
substantial Inequity to the Owner or the CMAR, the applicable
unit prices and Guaranteed Maximum Price shall be adjusted.
7.3.4 Unforeseen Conditions
Should the CMAR encounter unforeseen conditions at the
Project site materially differing from those shown on the
Drawings or indicated in the Specifications or differing
materially from those ordinarily encountered and generally
recognized as inherent in work of the character provided for in
this Agreement, the CMAR shall immediately, and in no event
more than five (5) days later, give notice to the Owner of such
conditions before they are disturbed. The Owner and the
23
Designer shall thereupon promptly investigate the conditions
and if they find that they materially differ from those shown on
the Drawings or indicated in the Specifications, they shall at
once make such changes in the Drawings and /or Specifications
as they may find necessary. Any increase or decrease in the
Guaranteed Maximum Price resulting from such changes shall
be adjusted in the manner provided herein for adjustments as
to extra and/or additional Work and changes. However, neither
the Owner nor the Designer shall be liable or responsible for
additional work, costs, or changes to the Work that could have
been reasonably determined from any reports, surveys, and
analyses made available for the CMAR's review or that could
have been discovered by the CMAR through the performance
of its obligations pursuant to the Contract Documents.
7.3.5 Minor Changes
The Designer shall have the authority to order minor changes
in the Project consistent with the Intent of the Drawings and
Specifications and not involving an adjustment in the
Guaranteed Maximum Price or change of the construction
completion date. Such changes may be affected by written
order only.
7.4 Fixed Fee and General Conditions Costs
The Owner shall compensate the CMAR for the CMAR's Fixed
Fee and reimbursable General Conditions Costs in accordance
with the terms and conditions of this Agreement as specifically
as follows:
7.4.1 Fixed Fees
The Fixed Fees payable to the CMAR shall be:
Six Thousand Five Hundred Dollars ($6,500) for the pre -
construction reimbursables and procurement phases which
amount is included in the GMP provided the GMP is accepted
by the Owner. If the GMP is not accepted by the Owner the
CMAR is entitled to the cost of services rendered not to exceed
$18,000; and, for the construction and post-construction
phases, a fee equal to seven percent (7 %) of the Cost of the
Work set forth in the original agreed Guaranteed Maximum
Price. In the event the original agreed Guaranteed Maximum
Price is adjusted between the time it Is fixed and the end of the
Project, the Fixed Fee shall be adjusted in accordance with
Paragraph 5.1.2.1 of this Agreement.
7.4.2 General Conditions
General Conditions Costs shalt include the categories of costs
described as General Conditions Costs in the Listing of Cost
Elements contained in Appendix B. Within thirty (30) days
after execution of this Agreement, the CMAR shall present a
General Conditions cost proposal, Including its itemization of
estimated General Conditions costs and a cash flow schedule
for payments of General Conditions costs over the duration of
the Project. At the time the Guaranteed Maximum Price is
fixed, General Conditions Costs to be Included in the
Guaranteed Maximum Price shall be fixed as a lump sum,
based on line item estimates in a tabulation with cost elements
at least as detailed as the cost elements in Appendix B. The
following guidelines shall apply when calculating the lump sum
for General Conditions:
7.4.2.1 Unless a schedule of personnel rates are agreed to in
writing in an amendment to the Agreement, field personnel
costs may be reimbursed at direct personnel
expenses /employee costs (direct salary) plus all customary
payroll benefits [ncluding but not limited to FICA, SUTA, FUTA,
401K, vacation leave, sick leave, holidays, jury duty leave and
bereavement leave]. with no employee overhead mark up. The
on -site field staff is limited to full time staff which includes the
project manager, project engineer, field engineer,
superintendent(s) actually furnishing services to the Project,
and field clerical staff, as amended from time to time by
agreement of the parties. Other' CMAR positions will be
deemed included in the CMAR Fixed Fee;
7.4.2.2 Independent engineers, architects and other
consultants employed by the CMAR and deemed necessary by
the Owner at the reasonable prevailing hourly rates for such
services. Any consultants employed by the CMAR for the
Project must be approved in advance by the Owner prior to
performing work.
7.4.2.3 Travel Expenses: All travel, by any conveyance,
required for the Project, outside of Orange County,
7.4.2.4 Temporary Facilities: Field office(s) with telephone
service and high- speed Internet connections and field office
computers, as needed, for Project tracking purposes. All
software for use on computers (accounting, tracking,
scheduling, word processing, AutoCAD, Project management
etc.), otherwise shall be included in General Conditions. Field
office temporary electric, heating, water, sanitation, and
electronic equipment maintenance and field office operation
costs, e.g., stationary, postage, etc., shall be incurred
24
judiciously. General Conditions shall include maintenance of an
appropriate shipping and receiving system.
7.4.2.5 Plans /Surveys /Permitsffesfing: Reproduction of
Construction Documents as needed by the CMAR and
approved in advance by the Owner. Surveyor's services (site
layout, etc.), as required. Apply for and take delivery of all
required permits (fee for permits to be paid directly by Owner
unless otherwise directed by the Owner).
7.4.2.6 Safety /Cleanup: Establish and maintain an on -site
safety' program throughout'the construction phases. (Note: The
cost of home office safety personnel is Included in the CMAR
Fee.) Install and maintain temporary facilities, as required:
safety barricades, partitions, ladders, stairs, . site fencing,
signage, first aid, traffrc'control devices, etc. Provide daily site
clean up, trash collection, and removal. Provide and maintain
site security throughout Project construction phases. Provide
site snow removal, as may be required throughout Project
construction phases.
7.4.2.7 General: Provide temporary weather and dust
protection (that which must practically remain outside of
contracts) as may be required during construction phases.
Provide field personnel pagers, and two -way radio throughout
the construction phases, as applicable. Include travel expenses
for field personnel related to off -site equipmentImaterials
survey and inspections.
7.4.2.8 Insurance /Bond: Provide 100% Performance and
Payment Bonds. Provide liability Insurance and provide
builder's risk insurance policy in the amount of the Guaranteed
Maximum Price unless directed otherwise- by Owner in
accordance with an OCIP.
7.4.2.9 Close- Out/De- Mobilization: Provide final site /facility
clean up. Provide final release of liens for all contracts. Provide
sets of all Contractor as -built drawings to the Owner and
Designer; one set will be used by the Designer to prepare as-
built drawings.
7.4.3 Construction Manager's Accounting Records
Records for the Cost of the Work, the CMAR's personnel
expenses, independent engineer's fees, other consultant's fees
and direct expenses pertaining to the Project shall be
.maintained on the basis of generally accepted accounting
practices and shall be available for inspection by the Owner
and the Designer at mutually convenient times throughout the
duration of the Project and for a period of three years after
completion of the CMAR's Services.
7.4.4 Payments
Payments to the CMAR shall be made monthly. The CMAR
shall submit an Application for Payment, acceptable to the
Owner and the Designer, no later than the twenty fifth of each
month. The Owner shall make payment as required by the
accepted application no later than the twentieth of the following
month as follows:
7.4.4.1 Seventy five percent (75 %) of the Fixed Fee shall be
paid monthly in amounts prorated equally over the duration of
the CMAR's Services. The duration shall be as set out in
Article 4. The remaining twenty five percent (25 %) of the Fixed
Fee shall be payable in full upon final completion of the Project.
7.4.4.2 Payment of General Conditions costs shall be based on
the cash flow schedule of payments prepared by the CMAR
and submitted with the General Conditions cost proposal,
which shall be converted to a fixed schedule of payments when
the Guaranteed Maximum Price is fixed.
7.4.4.3 Payment of the actual verifiable Cost of the Work
completed to date and not previously invoiced and paid, less
retainage withheld from the Contractors. Except with the
Owner's prior approval, payments allocated to the CMAR and
the Contractors shall be subject to a retention of ten (10 %).
Whenever any Contractor completes its Work on or before a
target date mutually agreed upon by the Owner, Designer and
the CMAR, and the Designer and Owner agree the Work is
satisfactorily completed, the Owner may reduce the amount of
retainage on that Contractor by fifty percent (50 %) for the
remainder of the Project.
7.4.4.4 Payments due to the CMAR that remain unpaid for
more than thirty (30) days from the date of receipt by the
Owner and the Designer of the CMAR's acceptable invoice
shall bear interest at the statutory rate.
ARTICLE 8
INSURANCE AND INDEMNITY
8.1 CMAR Liability Insurance
25
The CMAR shall purchase and maintain insurance that shall
protect the CMAR from the claims set forth below that may
arise out of or result from the CMAR's performance of services
pursuant to this Agreement:
Claims under Workers' Compensation, disability benefits and
other similar employee benefits acts that are applicable to the
Work performed;
Claims for damages because of bodily injury, occupational
sickness or disease or death of CMAR's employees under
applicable employer's liability law;
Claims for damages because of bodily Injury or death of any
person other than CMAR's employees;
Claims for damages insured by usual personal injury liability
coverage that are sustained by any person as a result of an
offense directly related to the employment of such person by
the CMAR or by any other person;
Claims for damages, other than to the Work itself, because of
Injury to or destruction of tangible property, including loss or
use therefrom;
Claims for damages because of bodily injury or death of any
person or property damage arising out of ownership,
maintenance or use of any motor vehicle; and
Claims for professional liability against any design professional
engaged by the CMAR or the Contractors as required by the
Contract Documents for fabrication or installation of
components of the Project.
The CMAR shall include similar requirements In all Contracts
for Contractors, with limits and coverage terms acceptable to
the Owner.
8.1.1 Coverage Limits
Worker's Compensation shall be maintained with at least the
minimum statutory limits. The CMAR's commercial general
and motor vehicle liability insurance shall be written for not less
than the following limits of liability:
a. Commercial General Liability
1. $2,000,000 Bodily Injury and Property Damage for each
occurrence
2.$4,000,000 Products /Completed Operations Aggregate
3. $4,000,000 General Aggregate
Coverage shall Include, but not be limited to, the following
supplementary coverages:
1. Contractual Liability to cover liability assumed under the
agreement
2. Product and Completed Operations Liability insurance
3. Broad Form Property Damage Liability insurance
4. Independent Contractors
5. Such policy shall include all of the coverages, which may be
included in coverages A, B, and C contained in the Commercial
General Liability Policy, without deletion. Such policy must be
issued on an "occurrence" basis, as distinguished from a
"claims made" basis.
6. Completed Operations extended five years after final
payment
7. For contractors with design responsibility, endorsement
CG22 80 and DIG for contractors, professional is requested
b. Commercial Motor Vehicle Liability
1. Minimum Combined Single Limit that shall not be less than
$1,000,000 per occurrence
2. Commercial Automobile Liability Insurance to cover all
vehicles owned by, hired by, or used on behalf of the
Contractor
C. Excess /Umbrella Liabilitv
1. $5 Million per Occurrence
2. $5 Million Aggregate
8.1.2 Policles
Commercial general liability Insurance may be arranged under
a single policy for the full limits required or by a combination of
underlying policies with the balance provided by an excess or
M.
umbrella liability policy. The Owner and any lender of the
Owner with a loan secured by the property whereon the Project
Is located shall be a named insured on all commercial general
liability policies and excess /umbrella liability policies submitted
to comply with this Article. Commercial general liability and
excess liability policies shall be endorsed with a schedule of
underlying liability policies required and obtained from the
Contractors. Coverage under the CMAR commercial liability
policies shall not be limited by any language in the contracts
With the Contractors making the Contractors liable for losses in
excess of the limits of coverage. provided by the Contractors.
8.1.3 Professional Liability Policies
Subject to section a.7 of Paragraph 8.1.1, policies for
professional liability may be provided' by the CMAR or by
Contractors or design professionals retained by them, provided
that the CMAR first provides a proposal for insurance coverage
to the Owner and the Designer, and also provides certificates
of insurance for all professional liability insurance provided by
such design professionals. The limits of coverage required for
professional liability shall be included in the CMAR proposal for
insurance, and will be subject to approval by the Owner, taking
into account -among any other reasonable factors the risks
insured against, the cost of the insurance, and the
professionals providing the insurance.
8.1.4 Cancellation
The foregoing policies shall contain a provision that coverages
afforded under the policies shall not be cancelled or expire until
at least- thirty (30) days written notice has been given to the
Owner and shall Include either a liability endorsement covering
this Agreement or an endorsement making the Owner an
additional. insured under the policies. Certificates of Insurance
showing such coverages to be in force shall be filed with the
Owner contemporaneously with execution of this Agreement or
any relevant Contractor contract.
8.2 Builder's Risk insurance
The CMAR shall be responsible for purchasing and maintaining
insurance satisfactory to the Owner to protect the Project from
perils of physical loss. The Owner shall receive copies of the
builder's risk insurance policies that satisfy this Article. The
CMAR shall be responsible for any deductibles associated with
this coverage.
8.2.1 Coverage Terms
The Insurance shall provide for the cost of replacement for the
Work at the time of any loss. The insurance shall Include as
named Insureds the Owner, thmCMAR the Contractors and
their subcontractors and ohuU Insure against tha|noo*from the
perils of fire and all risk coverage for physical loss ordamage
due to dhaR. vonde||on, co||epum, malicious mischief, tranm|t.
flood, earthquake, testing, o[ damages resulting from defechVe
deoign, negligent workmanship or defective material. The
CMAR shall obtain approval from the Owner before increasing
any coverage due {o Increases in construction costs.
8.2.2 Other Prope�y Insurance
R�� Partial Occupancy: If the Owner occupies oruses o part
or parts of the Pnoject'pdorto substantial completion |bemot
such occupancy shall not occur until the Owner obtains
property insurance for the structure.
�.4 Notices and Recove
If requested by the Owner, the CMAR shall provide the Owner
with copies of all policies thus obtained for the Project. The
OMAR uho|| provide the Owner with thirty (3O) days advance
notice oy cancellation, non-renewal or endorsement reducing or
restricting coverage.
8.2.5 Waiver of Subrogation
The Owner and the CMAR waive all rights against e ach other
and against the Controctorn, nmnoultonts, agents and
employees of the .other for damages occurring during
construction and ouvonad by builder's risk and any property
insurance required for this Project, excluding the Owner's
property Insurance. The Owner and the CMAgoha|| each
require appropriate similar' waivers from their contractors,
consultants and agents. This waiver does not apply bdesign
8.3IndemIni�
To the fullest extent permitted by law, the CMAR shall
Indemnify and hold harmless the Owner, its employees, agents
(including the Dooigner), officers, directors and partners from
and against any and all damages and reasonable attorneys'
fees Incurred by the Owner caused or arising out of the
negligent acts, errors or omissions of the CMAR, or any other
party for whom the CMAR Is legally ||ob|e. In performance of
services under this A6memani The CMAR shall not be
required bn Indemnify any person against losses resulting from
27
obi�each of contract m resulting from negligence, misconduct
or violation of laws on the part of any person indemnified
hereunder.
The OMARnhai| procure and maintain Insurance oo required
by and set forth |n this Agreement.
8.3.1 Indemnification by Designer
The Owner shall cause the Designer to Indemnify and hold
harmless the Owner, its employees, agents .and
representatives Uz the same extent and in the same manner
that the CMAR has provided Indemnification for the Owner
under Paragraph D.8.
8.3.2 Indemnification by Contractors
The OMAR shall cause each Contractor to indemnify and hold
harmless the Owner, CMARond Designer from and against
any and all olaima, dmnands, suVo, domageo, including
consequential damages and damages resulting from personal
Injury or property damage, nosts, and expenses and fees that
are asserted against the Owner, CMAR and the Designer and
that arise out of or result from negligent ads ur omissions. or
the breach of the Construction Contract by the Contractor, Its
omp|nynam, agents and representatives In performing the
8.4 Bonds
The CMAR shall purchase and provide 1O0% Performance and
Payment Bonds, which Bonds shall. comply with the
requirements of the General Conditions.
ARTICLE
TERMINATION AND SUSPENSION
81 for Convenience
This Agreement may bo terminated in whole m in, part bythe
Owner for convenience after seven (7) days written notice to
thaCMAR. |n the event of termination pursuant huParagraph
[\1. the CM8Rshall either cancel or assign to the Owner all
contracts with Contractors and other suppliers sd the option of
the Owner. The CMAR shall bo paid for the Cost uf the Work
performed 0a the date of termination, plus reasonable
hann|noUon pxpahoee payable to [bnhaotona under their
respective contracts, which shall each contain o termination for
convenience clause that limits the recovery of the Contractors
in the 'event cf a termination for convenience to the value ofthe
work actually completed by the Contractor to the date of
termination, with no recovery of lost profit or other damages for
wrongful termination of contract. In addition, the CMAR shall
be paid all of its allowable General Conditions costs to the date
of termination, including all termination expenses. Termination
expenses are defined as those expenses arising prior, during
and subsequent to termination that are directly attributable to
the termination. in addition, the CMAR shall be entitled to its
full Fixed Fee for any phase of services completed prior to
termination, plus a reasonable pro -rata portion of its Fixed Fee
for any phase of services not completed at the time of
termination, based on the percentage of such incomplete
services actually completed prior to the date of termination;
provided, however, that if it reasonably appears that the
General Conditions costs being incurred by the CMAR would
have exceed the not -to- exceed limit on General Conditions
costs, then the Owner shall be entitled to reduce the amount of
the Fixed Fee payable to the CMAR upon termination by the
amount by which the General Conditions would have exceeded
the limit on General Conditions costs. After receipt of a notice
of termination under Paragraph 9.1, the CMAR shall submit a
claim for termination fees and expenses in a form and with
certifications as are reasonably required by the Owner. The
termination claim shall be submitted promptly, but in any event
within sixty days of receipt of a notice of termination unless
extended by the Owner. The claim shall be subject to
reasonable audit to the same extent as any other request for
payment of General Conditions.
9.2 Termination for Default
This Agreement may be terminated by either party hereto upon
seven (7) days written notice should the other party fail
substantially to perform in accordance with the terms hereof
through no fault of the terminating party or if the Project In
whole or substantial part is stopped for a period of one hundred
twenty (120) consecutive days under an order of any court or
other public authority having jurisdiction or as a result of an act
of government. Without in any way limiting the scope of this
Paragraph 9.2, the Owner may terminate this Agreement if the
CMAR fails to begin or complete the Work within the time
specified for completion in this Agreement, or shall perform the
Work unsuitably or shall discontinue the prosecution of the
Work for five (5) consecutive days, or if the CMAR shall
become insolvent, be declared bankrupt, commit any act of
bankruptcy or insolvency, allow any final judgment to stand
against the CMAR or Its'affiliated companies unsatisfied for a
period of forty-eight (48) hours, make an assignment for the
benefit of creditors, or for any other cause whatsoever shall not
28
cant' on the Work in an acceptable manner, Termination under
this Paragraph 9.2 for failure substantially to perform In
accordance with the terms of this Agreement shall be without
prejudice to any other right or remedy that the terminating party
has under the Agreement or at law.
9.2.1 Notice and Time for Cure
Neither party to this Agreement may terminate this Agreement
without first giving the other party five business days notice of
the Intent to terminate the Agreement, measured from actual
receipt of the notice. If the grounds for termination stated in the
written notice are removed or cured within five business days
after receipt of notice, the Agreement may not be terminated
for default.
9.2.2 Payment to the CMAR
In the event of termination pursuant to Paragraph 9.2, the
CMAR shall be paid a reasonable pro -rata portion of the
Guaranteed Maximum Price, based on the percentage of such
incomplete services actually completed prior to the date of
termination, less any amount by which the total cost paid by the
Owner to complete the Work for which the CMAR is
responsible, including Fees and General Conditions, exceeds
the Guaranteed Maximum Price. In addition, the Owner may
deduct from the. final payment to the CMAR any liquidated,
damages or other damages for which the CMAR Is liable under
this Agreement. No payment shall be due under this
Paragraph until the Project Is finally complete and all rights and
claims by Contractors for work on the Project have been settled
and paid.
9.2.3 Assignment of Contracts
In the event of termination pursuant to Paragraph 9.2; all
construction and supply contracts between the CMAR and all
Contractors and other suppliers for the Project shall be
immediately assignable to the Owner, at the option of the
Owner, on the same terms and conditions applicable to the
CMAR under those contracts. The CMAR shall obtain the
consent of each Contractor and supplier, in their respective
contracts with the CMAR, to this assignment.
9.3 Additional Termination Provisions
In the event of termination under either Paragraph 9.1 or 9.2,
the CMAR agrees to:
deliver to the Owner all Project as -built records, operating
manuals, warranties and other Project information generated to
date;
deliver to the Owner copies of ail shop drawings and other
submittals received to date;
convey to the Owner or its designees title to all materials,
supplies, partially or wholly fabricated parts and components,
and any other property acquired by the CMAR for the Project;
and
provide the Owner with copies of all pending claims under the
CMAR builder's risk policy.
9.4 Suspension
The Owner may order, in writing, the CMAR to suspend all or
any part of the CMAR's services for the Project for the
convenience of the Owner or for work stoppage beyond the
control of the Owner or the CMAR. If the performance of all or
any part of the services for the Project is suspended, an
equitable adjustment in the Guaranteed Maximum Price shall
be made and this Agreement shall be modified In writing
accordingly.
9.4.1 General Conditions
In the event the CMAR's services on the Project are
suspended, the Owner shall reimburse the CMAR for all of the
General Conditions allowed for by this Agreement for the first
thirty (30) days of such suspension. The CMAR shall reduce
the size of staff for the remainder of the suspension period as
directed by the Owner and during such period, the Owner shall
reimburse the CMAR for ail costs of reduced General
Conditions. Upon cessation of the suspension, the CMAR shall
restore the construction site and home office staff to its former
size.
9.4.2 Reassignment of Personnel
Persons assigned to another project during such suspension or
period and not available to return to this Project upon cessation
of the suspension shall be replaced.. The Owner shall
reimburse the CMAR for reasonable costs incurred In
relocating staff persons returning to the Project or new persons
assigned to the Project.
9.4.3 Protracted Suspension
If the Project is suspended by the Owner for more than one
hundred twenty (120) consecutive days, the CMAR shall have
29
the option of requiring that the Guaranteed Maximum Price be
renegotiated. Subject to the provisions of this Agreement
relating to termination, a delay or suspension of the Project
does not void this Agreement.
9.4.4 Additional Compensation to Contractors
The CMAR shall include provisions in its contracts with
Contractors substantially the same as this Paragraph 9.4,
allowing for suspension of the Project by the Owner, and
providing that suspension shall not be grounds for termination
of the contracts except on the terms set forth in this Agreement.
If the Owner suspends the Project for reasons other than
default by the CMAR or any of its Contractors, the Guaranteed
Maximum Price will be adjusted by an amount sufficient to
reimburse the reasonable and provable expenses Incurred by
the Contractors as a result of the suspension. In no event will
the Guaranteed Maximum Price be increased or any expenses
be paid to the CMAR or its Contractors for delays caused by
the CMAR or any Contractor, even if there is a concurrent
delay or suspension by the Owner, it being understood that the
CMAR bears the risk of delays caused by its Contractors.
ARTICLE 10
DISPUTE RESOLUTION
The laws of the State of North Carolina shall apply to the
interpretation and enforcement of this Agreement. Any and all
suits or actions to enforce, interpret, or seek damages with
respect to any provision of, or the performance or
nonperformance of, this Agreement shall be brought in the
General Court of Justice of North Carolina sifting in Orange
County, North Carolina, and it is agreed by the parties that no
other court shall have jurisdiction or venue with respect to such
suits or actions. Appendix A to this Agreement shall be a part
of the Contract Documents. Prior to initiating an action under
this Paragraph, any party to this Agreement shall initiate the
mediation process as provided in Appendix A to this
Agreement. Any person or firm that expressly or Impliedly
agrees to perform labor or services or to provide material,
supplies, equipment, work, performance or payment bonds,
Insurance or indemnification for the construction of the Project
or the Work shall be deemed a party to this Agreement solely
for the purpose of this Article 10. The CMAR, by means of its
contracts, shall specifically require its Contractors to be bound
by this Article.
ARTICLE 11
ADDITIONAL PROVISIONS
11.1 Confidential!ty
The CMAR will keep confidential and not disclose to any third
party all Information designated and marked by the Owner as
"Confidential" unless required to disclose the information by
law. Furthermore, the CMAR shall not disclose publicly
Information concerning the Project, except for communications.
Incident to completion of the Project between the CMAR,
Designer, and Contractor, and their independent professional
engineers, architects and other consultants and
subcontractors, and except for information publicity approved
by the Owner and communications in connection with filings
with governmental bodies having jurisdiction over the design or
construction of the Project.
11.2 Signs
The CMAR shall be permitted to erect one sign to identify the
CMAR and other Project participants. The identification sign
shall be of sound construction, shall be neatly lettered, and
shall be subject to approval by the Owner. The Contractor may
only erect other Identification signs if approved by the Owner.
In addition to the identification sign, directional signs may be
erected on the property to facilitate deliveries and the
movement of personnel and materials about the site. Any
directional signs shall be subject to approval of the Owner with
respect to size, style and location of such directional signs,
which approval shall not be unreasonably withheld. Such signs
may bear the name of the CMAR and a directional symbol. All
signs must comply with Town of Hillsborough sign, appearance
and traffic ordinances. No other signs will be permitted except
by permission of the Owner.
11.3 Limitation and Assi nment
The Owner and the CMAR each bind itself, its successors,
assigns, insurers, and legal representatives to the terms of this
Agreement. Neither the Owner nor the CMAR shall assign or
transfer its rights or interest in this Agreement without the
written consent of the other, except that the CMAR may assign
accounts receivable to a commercial bank for securing loans
without approval of the Owner. However, nothing contained in
this paragraph will prevent the CMAR from employing
Contractors or such consultants, associates or subcontractors
as the CMAR may deem appropriate to assist in performance
30
of the services and of the Work hereunder in accordance with
this Agreement.
11.4 Minority Business Enterprise Program
The CMAR shall at all times comply with the latest edition of
the Orange County Minority Business Enterprise Policy. All
documentation substantiating compliance with the
requirements of this program shall be delivered to the Owner
as stipulated In the Contract Documents. A copy of the Orange
County Minority Business Enterprise Policy is attached to this
Agreement as Appendix C, and shall be Included in the bid
documents submitted to potential Contractors for bids.
11.5 Extent of Agreement
This Agreement represents the entire and integrated
agreement between the Owner and the CMAR and supercedes
all prior negotiations, representations or agreements, either
written or oral. This Agreement may be modified or amended
only by written directives,. change orders and other instruments
signed by the Owner and the CMAR as expressly set forth in
the Agreement. Nothing contained in this Agreement is
intended to benefit any third party. The Contractors and
Designer are not intended third party beneficiaries of this
Agreement.
11.6 Severabillty
If any provision of this Agreement is held as a matter of law to
be unenforceable, the remainder of this Agreement shall be
enforceable without such provision.
11.7 Meaning of Terms
References made in the singular shall include the plural and
the masculine shall include the feminine or neuter. To the
greatest extent possible, the meaning of terms used herein
shall be consistent with the definitions expressed in the
Contract Documents, Designer agreement, and the Contractor
contracts.
11.8 Notices
Whenever any provision of the Contract Documents requires
the giving of written notice, it shall be deemed to have been
validly given if delivered in person to the individual or to a.
member of the firm or to an officer of the corporation for whom
It is intended or if delivered or sent by registered or certified
mail, postage prepaid, addressed as follows:
To the Owner:
Orange County, North Carolina
Attn: Pam Jones, Director of Purchasing and Central Services
Post Office Box 8181
Hillsborough, North Carolina 27278
To the CMAR:
RESOLUTE BUILDING COMPANY
Attn: Kim Vrana, President
P.O. Box 3656
Chapel Hill, North Carolina 27515
11.9 Bonds
In accordance with N.C. Gen. Stat. §143- 128.1, the CMAR
shall provide a performance bond with a penal sum equal to
100 % of the Guaranteed Maximum Price to guarantee the
faithful performance of the Work, in such form as may be
required by law and by the Owner.
In accordance with N.C. Gen. Stat. §143 = 128.1, the CMAR
shall provide a payment bond with a penal sum equal to 100%
of the Guaranteed Maximum Price to guarantee the payment of
all labor and material costs or claims in connection with
compliance with the Contract, in such form as may be required
by law and by the Owner.
These bonds shall be dated the same date as the Agreement
and must be accompanied by a current copy of the power of
attorney for the attorney -in -fact executing such bond on behalf
e
of a surety company licensed to do business in the state of
North Carolina and reasonably acceptable to the Owner. If
required by the Owner, these bonds shall name additional
obligees to include any lender providing financing for the
Project, the North Carolina Local Government Commission and
any other joint obligee reasonably required by the Owner.
In its Guaranteed Maximum Price, the CMAR shall include a
program and costs for bonds or other security against default
by Contractors as the CMAR deems appropriate to protect the
CMAR and the Owner against such defaults.
11.10 Ownership of Documents
The CMAR shall be entitled to maintain possession of a
reasonable number of sets of Contract Documents and record
documents during and after the completion of the Project for its
records. After completion of the Project, the CMAR shall
destroy or return to the Owner all other copies of such
documents as requested by the Owner. The CMAR shall not
31
reproduce or distribute such documents to any third person or
for any purpose other than bidding, permitting and construction
of the Project. The CMAR shall have no copyright or other
rights in the documents, or other rights to use the documents.
ARTICLE 12
SPECIAL GUARANTEED MAXIMUM PRICE PROVISIONS
12.1 Guaranteed Maximum Price.
Pursuant to this Agreement and for the Project defined in
Article 2, the Owner and the CMAR have set a Guaranteed
Maximum Price for the Project of an amount not to exceed
$6500.00.
12.1.1. Documentation
The Guaranteed Maximum Price documentation shall be
prepared by the CMAR and submitted to the Owner with the
Guaranteed Maximum Price Proposal. The documentation
shall at a minimum describe the Contract Documents on which
the Guaranteed Maximum Price Proposal is based, and set
forth the cost elements of the Guaranteed Maximum Price in
detail. The documentation may include drawings, sketches,
specifications, calculations or other data used to identify the
basis of the Guaranteed Maximum Price. Documentation of the
Guaranteed Maximum Price was developed by the CMAR from
the design Drawings and Specifications and such other
documents as may be described in the Proposal.
12.1.2 Budget Items
The documentation of the Guaranteed Maximum Price shall
include a detailed cost tabulation with at least the elements
described in the Listing of Cost Elements in Appendix B.
12.1.3 CMAR Contingencv
The Guaranteed Maximum Price shall include a contingency
amount (the Contingency) for the use of the CMAR. The
Contingency shall be included in the Guaranteed Maximum
Price. The Contingency is for the use of the CMAR to defray
costs in excess of the Cost of the Work for which the CMAR is
not otherwise entitled to an increase in the Guaranteed
Maximum Price under the terms of this Agreement.
12.1.4 Construction Contract Price Savings and Overruns
The CMAR shall as part of cost control under its Basic Services
report the adjusted final actual price of each item or division of
the Work the price of which was based nn estimated quantities,
allowances m other conditional pricing and, when the final price
is detemined, adjust the Guaranteed Maximum Price on
12.1.4.1 If the fin^udjusmdphoeo[anyitammdivioionofthe
Work is less than the amount reflected in the approved
Guaranteed Maximum Price, ao determined in accordance with
the terms nf this Agreement, the amount indicated inthe
Guaranteed Maximum Price for the cost of such item shall be
reduced byon amount equal to the difference between the final
adjusted cost and the original amount indicated in the
Guaranteed Maximum Price for the cost of such item, and the
Contingency shall be increased by the same difference.
12142Ifthe final adjusted price of any item ordivision of the
Work is greater than the amount reflected in the approved
Guaranteed Maximum Price, au determined in accordance with
the terms of this Agreement, to the extent that the Contingency
is sufficient, the amount indicated in the Guaranteed Maximum
Price for the cost o[ such item shall be increased byanamount
equal 0o the difference between the final adjusted cost and the
original amount indicated in the Guaranteed Maximum Price for
the cost of such item, and the Contingency shall bodecreased
by the same difference.
12.1.4.3 Regardless of the final adjusted price of any item or
division of the Work that differs from the amount reflected inthe
approved Guaranteed Maximum Phoa. the Guaranteed
Maximum Phuo shall not be adjusted, except pursuant m an
approved change order.
12.1.5 Change of Contractor Ordered bV 0
If the Owner directs the CMARto award o contract mabidder
other than the lowest responsible and responsive pre-qualified
bidder for any potion nf the Project, the Guaranteed Maximum
Phou ohoU be increased by the amount of the difference
between the award price and the price submitted by the lowest
responsible and responsive bidder.
121.6 Costs in Excess of Guaranteed Maximum Price
In the event that the sum of the Cost of the Work exceeds the
Guaranteed Maximum Price and any adjustments therein as
may badue pursuant mthe terms hereof, the CMAR shall
continue to perform atno additional cost ho the Owner until the
Project, defined by this Agreement and all Attachments hereto,
in complete. The CMARohaU be responsible for paying all
costs in accordance with the terms of this Agreement that may
be necessary to complete the Project, oven if such amounts
are in aggregate in excess of the Guaranteed Maximum Price.
This Agreement is executed the day and year first written
CMAR: R SOLUTE BUILDING COMPANY, INC.
I". IBLOX3656
Q pal H�ill, NC 27515
�9
OWNER: ORANGE COUNTY
P{l Box B181
Hillsborough, N.C. 278
:f cobs
Chair
Orange Co ty Boar f ommis loners
Attest: Z
JCI e r kGe kBo a
This instrument has been pre-audited in the manner required
by theyc-ql Governyent Budget and Fiscal Control Act.
This instruq�jr/is approved as to Form.
County Agmt for Construction Mgr form rev byaEG
APPENDIX A.
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
DISPUTE RESOLUTION PROCEEDURES FOR ORANGE COUNTY
Table of Rules
Rule
1. Initiating Mediated Settlement Conferences
A. Purpose of Mandatory Settlement Conferences
B. Initiating the Dispute Resolution Process
2. Selection of Mediator
A. Mediator Listing
B. Selection of Mediator
C. Disqualification of Mediator
3. The Mediated Settlement Conference
A. Where Conference is to be Held
B. When Conference is to be Held
C. Request to Modify Deadline for Completion
D. Recesses
E. Project Delay
4. Duties of Parties and Other Participants in Formal Dispute Resolution Process
A. Attendance
B. Finalizing Agreement
C. Payment of Mediation Fee
.D. Failure to Compensate Mediator
5. Authority and Duties of Mediators
A. • Authority of Mediator
B. Duties of Mediator
6 Compensation of the Mediator
7. Rule Making
8. Definitions
9. Time Limits
Page 1 of 6
RULE 1. INITIATING MEDIATED SETTLEMENT CONFERENCES
A. Purpose of Mandatory Settlement Conferences. Pursuant to G.S. §143- 128(fl)
and 143 - 135.26(11), these Rules are promulgated to implement a mediated
settlement program designed to focus the parties' attention on settlement rather
than on claim preparation and to provide an opportunity for orderly settlement
negotiations to take place. Nothing herein is intended to limit or prevent the
parties from engaging in settlement procedures voluntarily at any time prior to or
during commencement of the dispute resolution process.
B. Initiating the Dispute Resblution Process
1) Any party to a County public construction contract (referred to herein
generally as the "Contract") governed by Article 8. Ch. 143 of the General
Statutes and identified in G.S. § 143-128(fl) and who is a party to a dispute
arising out of the Contract and the construction process in which the amount in
controversy is at least $15,000 may submit a written request to the County for
mediation of the dispute.
2) Prior to submission of a written request for mediation to the County, the
parties should give notice of any and all claims in accordance with their respective
contracts, obtain de * cisions on the claims as required or allowed by their respective
contracts, and attempt to resolve the dispute according to the terms and conditions
in their respective contracts. The Mediator may adjourn any mediated settlement
conference if the Mediator believes, in his or her sole discretion, that the parties
have not satisfied all of the terms and conditions of their respective contracts and
that doing so will enhance the prospects for. a negotiated settlement.
C. Condition Precedent to Litigation. Before any party to a Contract may
commence a civil-action against the County seeking remedies for breach or non-
performance of the Contract by the County, said party must first initiate the
dispute resolution process under these rules and attend the mediated settlement
conference.
ARM"
A. Mediator Listing. A list of Mediators acceptable to the County is attached to and
incorporated by reference into these Rules. The party requesting mediation shall
select a Mediator from the designated list. If the County fails to provide a list of
acceptable mediators, the list of Mediators shall be deemed to be the list of
mediators certified by the North Carolina Dispute Resolution Commission to
conduct mediated settlement conferences in the North Carolina Superior Courts.
B. Selection of a Mediator. The party requesting mediation shall select a Mediator
from the County's list of Mediators and shall file, with the County, a Notice of
Selection of Mediator within 21 days of the request for mediation. Such notice
shall state the name, address, and phone number of the Mediator selected. If the
Mediator selected is not available or declines to participate for any reason, the
Page 2 of 6
requesting party shall select another person from the County's list of Mediators. If
the party requesting mediation does not select and designate a mediator within 21
days of the request for mediation, the County shall have the right in its absolute'
discretion to appoint a mediator from its list of Mediators.
C. Disqualification of Mediator. Any party may request replacement of the
Mediator for good cause. Nothing in this provision shall preclude Mediators from
disqualifying themselves.
RULE 3. THE MEDIATED SETTLEMENT CONFERENCE
A. Where Conference is to be Held. Unless all parties and the Mediator otherwise
agree, the mediated settlement conference shall be held in Orange County. The
Mediator shall be responsible for reserving a place, making arrangements for the
conference, and giving timely notice of the time and location of the conference to
all attorneys, unrepresented parties and other persons or entities required to attend.
B. When Conference is to be Held. The mediation'shall be completed within 90
days after selection of the Mediator.
C. Request to Accelerate or Extend Deadline for Completion. Any party or the
Mediator may request the County to accelerate or extend the deadline for
completion of the conference. Such request shall state the reasons the extension is
sought and shall be served by the moving party -upon the other parties and the
Mediator. Objections. to the request must be promptly communicated to the
County and to the Mediator.
The County, with the concurrence of the designated Mediator, may grant the
request by adjusting the time for completion of the conference.
D. Recesses. The Mediator may recess the mediation conference at any time and
may set times for reconvening. If the Mediator determines the time and place
where the conference is to reconvene before the conference is recessed, no further
notice,is required to persons present at the conference.
E. Project Delay. The mediated settlement conference that results from a
construction contract dispute shall not be cause for the delay of the construction
-project.
RULE 4. DUTIES OF PARTIES AND OTHER PARTICIPANTS IN FORMAL
DISPUTE RESOLUTION PROCESS
A. Attendance.
1. All parties to the dispute must designate an official representative to attend the
mediation.
2. "Attendance" means physical attendance, not by telephone or other electronic
Page 3 of 6
means. Any attendee representing a party must have authority from that party
to bind it to any agreement reached as a result of the mediation.
3. Attorneys representing parties may attend the mediation, but are not required
to do 'SO.
4. Sureties and insurance company representatives .are required to physically
attend the mediation unless the Mediator and all of the other parties to the
mediation excuse their attendance or consent to their attendance by telephone
or other electronic means.
5. The parties who attend a duly scheduled mediation conference shall have the
right to recover their share of the Mediator's compensation from any party or
parties who fail to attend the conference without good cause.
B. Finalizing Agreement. If an agreement is -reached in the conference, the terms of
the agreement shall be confirmed in writing and signed by all parties.
C. Mediation Fees charged by the Mediator shall be paid in accordance with G.S. §
143-128(fl).
D. Failure to compensate Mediator. Any party's failure to compensate the
Mediators in accordance with G.S. § 143-128(fl) shall subject that party to a
withholding of said amount of money from the party's monthly payment by the
County.
Should the County fail to compensate the Mediator, it shall hereby be subject to a
civil cause of action from the Mediator for the 1/3 portion of the Mediator's total
fee as required by G.S. § 143-128(fl).
RULE 5. AUTHORITY AND DUTIES OF MEDIATORS
A. Authority of Mediator.
1. Control of Conference. The Mediator shall at all times be in control of the
conference and the procedures to be followed.
2. Private Consultation. The Mediator may communicate privately with any
participant or counsel prior to and during the conference. The fact that private
communications have occurred with a participant shall be disclosed to all
other participants at the beginning of the conference.
3. Scheduling the Conference. The Mediator shall make a good faith effort to
schedule the conference at a time that is convenient with the participants,
attorneys and Mediator. In the absence of agreement, the Mediator shall select
the date for the conference.
Page 4 of 6
4. Determining good cause for a party's failure to appear at a scheduled
mediation conference.
B. Duties of Mediator.
1. The Mediator shall define and describe the following at the beginning of the
conference:
a. The process of mediation.
b. The difference between mediation and other forms of conflict
resolution.
c. The costs of the mediated settlement conference.
I That the mediated settlement conference is not a trial, the Mediator is
not a judge, and the parties retain their legal rights if they do not reach
settlement; however, the Mediator will advise all parties that failure to
appear at mediation without good cause may result in imposition of
sanctions and may be asserted as- a bar to lawsuits by claimants who
have failed to exhaust this administrative remedy.
e. The circumstances under which the Mediator may meet and
communicate privately with any of the parties or with any other
person.
f. Whether and under-what conditions communications with the
Mediator will be held in confidence during the conference.
g. The inadmissibility of conduct and statements as provided by G.S.
§7A-38.1(1).
h. The duties and responsibilities of the Mediator and the participants.
L That any agreement reached will be reached by mutual consent.
2. Disclosure: The Mediator has a duty to be impartial and to advise all
participants of any possible bia's, prejudice or partiality.
3. Declaring Impasse: The Mediator may determine * at any time during the
mediation conference that an impasse exists and that the conferenc'e should
end.
4. Reporting Results of Conference. The Mediator shall submit a written report
to the County and the other parties within 10 days of the conference stating
whether or not the parties reached an agreement. The Mediator's report shall
indicate the absence of any party from the mediated settlement conference
without permission or good cause.
5. Scheduling and Holding the Conference. It is the duty of the Mediator to
schedule the conference and conduct it prior to the deadline of completion set
by the rules. The Mediator shall strictly observe deadlines for completion of
the conference unless said time limit is changed by agreement of the parties.
Page 5 of 6
RULE 6. COMPENSATION OF THE MEDIATOR
A. The parties shall compensate the Mediator for mediation services at the rate
proposed by the Mediator and agreed to by the parties at the time the Mediator is
selected.
RULE 7. RULE MAEING
A. These Rules may be amended by the County at any time. Amendments will not
affect mediations where claims and/or requests for mediation have been filed at
the time the amendment takes effect.
RULE 8. DEFINITIONS
A. "County" shall mean the County of Orange, North Carolina.
B. "Project Designer" is that person or firm stipulated as project designer in the
Contract Documents for the project.
C. "Claim" is a demand or assertion by a party seeking adjustment or interpretation of
Contract terms, payment of money, extension of time or other relief with respect to
the terms of the Contract. The term "Claim" also includes other disputes and matters
in question between the parties to a Contract involved in the County's building
construction renovation and repair projects arising out of or relating to the Contract
or the construction process. Claims must be initiated by a written notice. The
responsibility to substantiate Claims shall rest with the party making the Claim.
D. "Good Cause" generally includes any circumstance beyond the control of a party,
which prevents that party from meeting obligations. When good cause is asserted
as an excuse for a party's failure to appear at a mediation conference or to
otherwise comply with the requirements of these Rules, the Mediator, in his or her
sole discretion, will determine whether good cause exists to excuse the party's
failure to appear or otherwise comply with these rules.
RULE 9. TIME LIMITS
A. Any time limit provided for by these Rules may be waived or extended at the sole
discretion of the County,. if no Mediator has been selected, and at the discretion of
the County with concurrence of the Mediator if a Mediator has been selected.
F:\Lisa\fbrms\Appendix A Agmt for Construction Manager At Risk Sery form.doc
Page 6 of 6
APPENDIX B
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Commons
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TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
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APPENDIX B
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Commons
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APPENDIX B
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Commons
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RUN
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
ORANGE COUNTY MINORITY BUSINESS ENTERPRISE POLICY
The requirements
�he Gidne[o Rume n AnGee onO Mio�Bsmsme e�meeopa
of�eaeoon��doc mens. Thee requinamens eha|appy toa|conroco' egad|es of ' hip.
MBE CONTRACTOR GOALS:
The goals for participation by Minority firms oo contractors on this project hambeen set at ten percent (1O%).
The Bidder will provide documented proof in the form of Appendix C1, MBE UTILIZATION COMMITMENT, that
these goals have been met urexceeded;
NN
Provide UTILIZATION COMMITMENT, identifying the amount ofMBE participation; and, prior
to award, upon request, I who evidence of good faith effort made prior to the bid opening to meet these goals;
No
Provide Appendix C3, CERTIFICATION REGARDING CONTRACTING PRACTICES, and upon request,
information sufficient for the Owner to determine that the Bidder does not customarily contract work on this b«�e
project. ''
Ith; desired that the above information be submitted with the bid. Although bids may be read without the form
attached, no consideration will be given to any bid relative to award of contract until the required forms 'and
supporting data are in the hands of the Owner.
MINIMUM COMPLIANCE REQUIREMENTS:
If the MBE subcontract goals are not achieved, the Bidder shall provid the following documentation to the
Owner.
1. MBE Utilization Commitment (Appendix C1).
2. Documentation of the Bidder's good faith efforts to meet the goals set forth in these provisions
(upon request prior tosvvord).
This documentation shall include an affidavit that certifies that the t3idder has taken at least five
(5) of the following ten (1O) good faith stops to procure MBEs, and it should also list which steps
were taken:
1. Contacted minority businesses that reasonably could have been expected to submit a
quote and that were known to the CMAR or available on these State or government-
maintained |isteot|oaat ten O1 days before the bid or proposal date and notifying them ofthe
nature and scope of the work tobeperformed.
2. Made the construction plans, specifications, andrequinannentoavoi|ab|aforreviewvby
prospective minority businesses, or providing these documents to them at least ten (1O\days
before the bide proposals are due.
` '
3. Broke down or combined elements of work into economically feasible units to facilitate
minority participation.
4. Worked with minority trade, co0muDkxoroontroctor organizations identifie by
[}ff�oofHiatorcdUnderub|�ed Businesses and indudedinUl �biddocumen�thatprovided
assistance in recruitment of minority businesses.
5. Attended any prebid meetings scheduled by the public owner.
b. Provided assistance in getting required bonding or insurance or providing alternatives to
bonding or insurance for contractors.
7. Negotiated in good faith with interested minority businesses and did not ' ' them as
unqualified without sound reasons based on their capabilities. Any ''ectioOofo minority
buoineambased uD lack ofqua|dicaUoDe should have the reasons documented inwTidng-
8. Provided assistance to an otherwise qualified minority business in need of equipment,
loan capital, lines of credit, or joint pay agreements to secure loans, supplies, or letters of credit,
lhcluding waiving credit that is ordinarily required. Assisted minority businesses in obtaining the
same unit pricing with the bidder's supplier in order*to help the minority businesses in establishing
8. Negotiated joint venture and partnership arrangements with minority businesses inorder
to increase opportunities for minority business participation on a public construction ornapair
project when possible.
10. Provide quick pay agreements and policies to enable minority contractors and suppliers
to meet cash flow demands.
This documentation shall include the following evidence:
A. Copies of solicitations for quotes bJotleast three (3) MBE firms from the source list
provided bv the State for each subcontract tobe let under this contract (if 3ormore firms
are shown oO the source |i a specific deachoUonofthe
vvorktobe subcontracted, |oueUonVvhermbid documents can be reviewed, no'nooen�dive
of the PrinneBidder to contact, and |ooeboO.date and UrnevvheOquotes must 'ba
received.
B. Copies of quotes or responses received from each firm responding to the solicitation.
C. Atelehone looffollow-u calls tm each firm sent asolicitation.
D. For subcontracts where an MBE firm is not considered to be the lowest responsible s'ub-
bidder, copies of quotes received from all firms submitting quotes for that particular
E Documentation of any contracts, correspondence or conversation with MBE firms made
in an attempt to meet the goals.
NOTE: If the Bidder provides sufficient evidence (listed in#A)that the goals stated intfiecontract
documents have been met, or awards all subcontracts to MBEs, thmdooumentatonUatediuBvNU
not be required.
Upon being named apparent low bidder, the Bidder shall provide a LETTER OF INTENT (Appendix C2), complete
with a description of the scope of services and dollar value from each MBE firm proposed for use in this contract.
Failure to provide the documentation as listed in these provisions may result in rejection of the bid and award the
next lowest responsible and responsive bidder. The Owner reserves the right to waive any irregularities in MBE
documentation if they can be resolved prior to award of the contract, and the Owner finds it to be in its best
interest to do so and award the contract.
PROGRAM COMPLIANCE REQUIREMENTS:
All written statements, certifications intentions made bv the Bidder shall become of the agreement
between the Contractor and the CMAR for performance of this contract. Failure to comply with any of these
statements, certifications of intentions, or with the MBE Guidelines shall constitute a breach of the contract. &
finding by the Owner that any information submitted either prior to award of the contract or during the
performance of the contract is inaccurate, false or incomplete, shall also constitute a breach of the contract. Any
such breach may result in termination of the contract in accordance with the termination provisions contained in
the contract. It shall be solely at the option of the Owner whether to terminate the contract for breach.
APPENDIX C1[)R C3 MUST BE SUBMITTED WITH BID
APPENDIX C1
MBE UTILIZATION COMMITMENT
do certify that onthe
(Bidder Name)
HILLSBOROUGH COMMONS
LOCATED AT113 MAYO STREET
HILLSBOROUGH, NC
(Dollar Amount of Bid)
will expend a minimum of % of the total dollar amount of the contract with minority business enterprises.
This percentage must be at least ten oercent (10%), or the bidder must complete the back side of this form as well.
MBEs Will be employed as contractors, vendors, suppliers or providers of professional sery ' ices. -Such.work will be
subcontracted to the following firms listed below. If the bidder intends to subcontract, this form must be ompleted
regardless of the amount or lack of participation attained.
Name and Phone Indicate Description
Number of Firm MBE of Work Dollar Value
The undersigned wiUeD�r�toafbOnEUag[een�eDtvv�hK8iOodtvFlrn�sfo[wmd{hotediDt�oschedVha.00Dd�ono|
upon —'execution ofa contract with the County ofOrange. Failure to fulfill this commitment may constitute abreach
of the contract.
The undersigned hereby certifies that he she has read the terms of this commitment and is a6thorized to bind
the bidder to the commitment herein set forth.
UNomeofAuthorizad
Signature
Title
We, do certify that we did undertake the
following pteps in good faith to procure minority enterprise. The bidder must cite that at least five steps were taken.
. (�ontochedno�ohtvbuaneeoes that reasonably could have been expected rosubmit aqvute and
xv
------- that were known ' the CK8AR or available on these State or local government-maintained lists at
least ten (10) days before the bid or proposal date and notifying them of the nature and scope of
the work tobaperformed.
Made the d requirements available ------- minority businesses, or providing these documents to them at -least ten (10) days before the bide
proposals are due.
�'dc�or�m�����w��������i�un����
------- on minority
pa dk�oat pon .
-------'' Worked with minority trade, oonnuD ' or contractor organizations identified by the Office of
Historical Undefutilized Businesses and included in the bid documents that provided assistance in
recruitment of minority businesses. .
. Attended any orebid meetings scheduled bv the public owner.
. Provided assistance in getting required bonding or insurance or providing alternatives to bonding
or insurance for contractors.
businesses them oeunque|��d
Negotiated |n good faith Vv�hinterested [Omonzyou //v�/,����
-------'' without sound reasons based on their capabilities. Any rejection ofa minority business based on
lack of qualifications should have the reasons documented invvhdng..
. Provided assistance toan otherwise quo|�od minority b o in need of equi pment loan capital,
lines of credit, or joint
� ~ i t ' y ogna�nenta*to secure loans, supplies, or /utu*/s of credit, o/u"
=.y
Vo�(n� credit that ia ordinarily required. AssiaLed minority businesses iD obtaining the same unit
pricing with the bidders supplier in order to help the minority businesses in establishing credit.
. Negotiated joint 'oi[t VeDtUPe ' ernhi arrangements with minority bUgiOeanea in order to
------= increase opportunities for minority business participants on a public construction or repair project
when possible.
O. P[oVdeqVickpmy agreements and poUokaotoenab� minority contractors and suppliers to meet
---� cash flow demands.
im
APPENDIX 02
LETTER OF INTENT TO PERFORM A8ACONTRACTOR
OR
PROVIDE MATERIALS OF<SERVICES
(Project Name)
(Name ofPrime
The undersigned intandeto perform work in connection with the above project as 'o Minority Business Enterprise.
The MBE status of the undersigned is certified by the State of North Carolina.
The undersigned io prepared to perform the following described,work or provide materials or services in oonnection
with the above project (specify in detail particular work items, materials or services to be performed or provided):
at the following price:
You have projected the following commencement date for such work, endthe undersigned io projecting co
of such work as follows:
Projected Projected
Commencement Completion
Items Date Date
Contracting at any tier must be reported and is subject to MBE compliance requirements. This form shall beused
for MBE contracting at any level.
(Name of Minority Contractor)
APPENDIX C1 OR C3 MUST BE SU13MITTED WITH BID
APPENDIX 03
CERTIFICATION REGARDING CONTRACTING PRACTICES
We, , hereby certify that it is
(Bidder Name)
our intent to perform 100% of the work required for the
contract.
(Name of Project)
in making this certification, the Bidder states the
1 ThmttheB�derdooanotcu subcontract o|ennunto and normally
performs ' and has �eca��dx ' and will perform of the work on this
project with his/her own current work forces; aOd
2. That the Bidder agrees to submit the following information after bid and before the award of the
contract:
° List the scope of services involved in this project.
° List previous projects of this type that Bidder has performed with his/her forces.
Payrolls from the above-mentioned jobs which illustrate Bidder's employeesjob
classifications needed tO perform the elements of the work on the Project orabreakdown
of Bidders entire work force which illustrates the number of employees in each job
classification. .
° Name and phone numnborofthe Field Gupen�aorefor these ]oba. .
°
List ofaquip[nentBiddm�o�Km owns that has been used on previous pngecta.
°
Copies of lease agreement for equipment that was leased.
The Bidder agrees to provide any additional information requested for the statement contained in paragraph
number 1above.
The undersigned hereby certifies that he or she has read this certification and is authorized to bind the Bidder to
the commitments herein contained.
(Name of Authorized Officer)
Signature
Title
APPENDIX D
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Commons
Bid Package Scopes of Work
01000 — Pre-Construction Services
End of Table of Contents
Appendix D-Divisions ofWork.doc Page I of 1
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APPENDIX F
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Comm6ns
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APPENDIX F
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Commons
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ORANGE
:...
COUNTY
GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION --
NORTH
CONSTRUCTION MANAGER AT RISK
:CAROLINA
Table of Contents
Page
Article 1.
Definitions
Article. 2.
Correlation, Interpretation and Intent of Contract Documents .......................... .........::.................... 6,
Article 3.
Familiarity with Work, Conditions and Laws ................. ......:...:.................:........ .........:...:................. 7
Article 4.
Bonds ...................................................................................:................ ...............I............... ......... 8
Article 5.
insurance and Indemnity ................................................ ............:................:..... ........... ................... ... 8
Article 6.
Other Record Documents and Submittals •
.................................... ............ ..'....... .::..:.....:.....'
Article 7.
Contractor '
....... ............. ................... ...............17
Article8.
Owner .......................................................................................::.:.. . ........::,.:..:...:..:.:.::... 2
............. 4
Article 9.
Construction Manager .........................................................::.......................... . :.:............ ..... ::......... 24
Article10.
Designer .........................................................................................................: :..........................,... 25
!, Article 11.
Testing and Surveying ................................................... ....................: ........................ :............... ......
Article 12.
Separate Contracts ....................................................... ................ .:.:.....::................. :.................... 25
Article 13. '
Contract Time ...........................................................................:..............,...:: :. :... :.............:.......:.. 26
Article 14.
Changes in the Work ................................................................................ . :............ ::..:.. :.........
Article 15. -
Change of the Contract Price' .' .................... 30
Article 16..
Unforeseen Conditions ..... ............................... .................... 32
Article 17.
Correction of Work before Final Payment ............... : ............. ........................... ............... ....... 32
Article 18.
Correction of Work after Substantial Completion; Warranties and Guaranties ......... :........... :........ 33
Article 19.- -
CMARs Right to Do Work .......... ...... .... 34
Article 20.
Partial Payments ............................... .......................... ......:.................................. ............... :........... 34
Article 21.
Final Payment:..... ......................:..................................... ....:......... :...........:.. :: :: :..:.......... 36
Article 22.'
Contractor,. Subcontractor.and Supplier Affidavit ........ ................... :.......................... 37
'r Article 23.
Assignments and Subcontracts ........... . ..................................................................... ... ...:. 38
GENERAL CONDITIONS FOR CM AT RISK PROJECT 1 of 42 :.' JUNE 2007 EDITION
Article 24.
Measurements .................................................................... ..............:................ ...................
3 8
Article 25.
Contractor and Subcontractor Relationships ................. .................................... ............. ................
38
Article 26.
Use of Premises ........................ "' ' . ,
...................................................................... ...............................
39
Article 27...
Cutting, Patching and Fitting ............ :........................... ............................ ......................................
39 .
Article 28.
Dispute Resolution ...............
............................................ :............................................................ ....
39
Article.29.
Taxes .................................................................. ..............................:
Article 30.
Operation of Owner's Facilities .............................:......................................... ...............................
40
Article 31.
Third Party Beneficiary Clause .....................
Article 32.
Measurement of Quantities .............................................................................
...............................
40
Article 33.
Termination by the CMAR for Cause .............................................................. ...............................
40
Article 34.
Termination or Suspension by the CMAR for Convenience ...........................
41
..:............................
- Article 35. -
Minority Business Enterprise Program'.'.'.... ..............
Article 36:
General .................................................. ..................... :................ ..................................................
42
ARTICLE I.. - ' DEFINITIONS
1.1 Agreement - The Construction Agreement, these General Conditions, and any
Supplementary Conditions..
1.2 AIA - The American Institute of Architects.
1.3 ASTM -The American Society for Testing and Materials.
1.4 Beneficial Occupancy — The point at which the Project can be occupied by the Owner for its
intended purpose, upon achievement of Substantial Completion, as defined in paragraph
1.39 of these General Conditions..
1.5 Change Order - A written* order to the Contractor signed' by the CMAR, the Owner and the
Designer authorizing an addition, deletion, or revision in the Work and/or an adjustment in
the Contract Price and/or the Contract Time issued after execution of the Construction
Agreement. See paragraph 14.1 of these General Conditions.
1.6 Completion Oates -'Those dates Identified as the Contractors Completion Dates in the
Contractor's Construction. Schedule, the Master Schedule, *or elsewhere in the Contract
Documents.
1.7 Construction Agreement = The doc6ment executed by the Contractor and the CMAR to
formally memorialize their consent to the terms• of the Agreement.
..
1.8 Construction Change Directive — A written order to ' the 'Contracior signed by the CMAR, the
Owner and the Designer directing' .an addition,' deletion, -or revision in the Work after
execution of the Construction Agreement, ifi 'circumstances When the parties have been
unable to agree on -an adjustment to. the Contract Price or the• Contract Time, but the
CMAR directs that the Contractor proceed. with* said Work'subject to adjustment of the
Contract Price and/or Contract Time under the procedures described herein.
1.9 Construction Manager At Risk (CMAR) — The personor'firm designated as the CMAR in
the Contract Documents, or its authorized representatives-.* The agreement between the
CMAR and the Owner is referred to herein as the CMAR Contract.
1.10 Contractor's Construction* Schedule'- That schedule 'described in Article 13 hereof and
identified as the Contractor's Construction Schedule...
1.11 Contract Documents -All of the documents that make up the Agreement, plus the Drawings
and Specifications that describe the scope of the Work, plus allowable Modifications to the
Contract Documents.
1.12 Contract Price - The total monies payable to the Contractor under the Contract Documents
pursuant to paragraph 15.1 of the Agreement.
1.13 Contract Time - The number of calendar days stated* in, or computed from, the Contract
Documents for the completion of the Work, or any-portion thereof. See, particularly, Article
13 hereof. Time of completion as specified therein is of the essence. The time used and
referred to on the Project .will be that -time -which is observed in Hillsborough,* North
Carolina, being* Eastern Daylight Savings Time* (EDT),*.Eastern Standard Time (EST), or
other as designated by the Designer.
1.14 Contractor -'The Cbritractior sh'a*ll be that party identified as'such in the Agreement.
.1.15' Days - Unless.otherwise indicated, iheterm."daiy:s" shiM"mean consecutive calendar days.
GENERAL CONDITIONS FOR CM AT RISK PROJECT 3 of 42 JUNE 2007 EDITION
1.16 Daylight Hourm - Thehoureor portions of hours bet�veaan sunrise and sunset |000'bme.
117 ' designated
Designer Contract Documents, —
their authorized representatives. The Oan' y/er,sm referred to herein, �
anoU mean an����c�
la and/or engineer.
the ~ ' ^'�~'~ / "'
°^~^'' masculine
,y= .".a.
� ' Drawings 1.18 The
wherever ."^=ue" and vv/eu^=r issued, showing
the Work, and generally including o|ama' e}evotone. sections, details, schedules
and
diagrams, AUatof the Drawings ��containadiO the Supplemental General CVndAUono.
1.19 Rs8d Onder- A written*
vhtte order issued by the Designer which clarifies or interprets the
Contract Documents orordero minor changes in the Work in accordance with the Contract
Documents. 8a�paragraph14.3of these ��anero|{�ond(�onm.
1.20 FimdCompletion - Thepoint atWhich.tho Contractor has, as determined ��aD�|gne�
completed the VVork,vv�hthe guaranty and vvornantvobUga�on~'and becomes
onUUed, upon the recommendation of the CN1AR and the Oeo� - ner and determination by
the OvvOer,to final paynlent. .
1.21 The words 'Turnish'" "'furnish and iDateU'" "Install," and "provide" or words with similar
meanings shall be |nteroreted, un|aaa otherwise otated, to mean. furnish and *|hataU
complete, in place apd�eedyfor service.
'
1.22 Master Schedule. -:The' CK8ARoha| * 'ne and maintain a Master Schedule for
Project The Master Schedule shall specify the proposed start and finish dates for each
major project activity including all design and construction activities. The Master Schedule
shall be included iD the bid documents presented bJbidders. The Master Schedule shall be
revised and updated to include key activities from the approved Contractor's Construction
Gchedu|o..mn described in'the Contract Documents, including proposed start and finish
1.23 Modification - AAawritteAommndment to the Contract Documer�a'n��t�C
and the Contractor and ident�mdtherein such, o<�hon Order, (C) Construction.
Change D�ecUve.�or(])aFiddOrde�AK8od � \mayon|-beheoue` ' after execution
of the
1.24 Notice - Theterm "notice" or "written notice" as used herein shall mean and include all
written nodceo, demands, instructions, and claims approvals and diaapprova|o furnished bv
the (�K8AF� the Owner or the Designer to obtain compliance -with the requirements of h'
Contract Documento,,mm well as all written notices,- demands, instructions and n|aina
fur;kshed by the Contractor -as required by the Contract Documents. Where notice is
required under the terms of the Contract Documents, written notice shall always be
naqVinad, and oral or :"constructive"' notice ohmU be insufficient and ineffective as notice.
Email or other electronic delivery-shall be insufficient and ineffective as notice unless
specifically allowed by the Supplementary Conditions or a Modification t6 the Agreement.
Written notice shall be deemed to have been duly served on the date that it is delivered in
person to the individual or to a member of the firm, to an officer of the corporation for whom
it|e intended, toan authorized rdpreoantet�eof such individual, �nn.or corporation, or-on
the date it is mailed by registered or certified mai|, return receipt requested, addressed
to the last business 'address of such |nd|vidue|, firrn, or corporation known to the person
giving the notice. Written notice may also be given by facsimile transmission, provided that
proof of delivery is obtained. In the uooe of delivery in person, such delivery shall not be
effective unless and until �aw?i�on and a|gnedn�ce|ot�ahoxvngtho�otoand�nneofdelivery
GENERAL CONDITIONS FOR CK8'ATRISK PROJECT ' |42 � � �
��or �� � ' � ` JUNE 2OO7EDITION
1.25 Notice of/�vord,- The vvh�ennot�dbv the CMARho the Contractor the Contractor is
the successful lBidder and that upon vnp|ionomvvdhtheuonditicnoorocadertbobafUU5Ued'
by the Contractor within the 'time
^ specified, the CKAR will cute and deliver the
a
AoreementbotheContnaotor.
1.26 Notice to Procmed- See paragraph 1O��oftheoeGonoro|Cond0ono.
'
'
1.27 Owno-ThmOwnmis the person designated as such in the
1.28 '
designated from time to time by written notice to the Contractor to administer the Contract
Documents, and to observe and monitor the Work on behalf of the Owner with authority
and responsibility as herein specified.
1.29 - The total construction -of, which the Work. performed under the Contract
Documents nnoybathe whoedrepa�.
1.30 That person, designated ' the Contractor in accordance with paragraph /.2 who shall be in general charge of the Work and its performance and who.shall have the
authority setf^u*`o the last sentence cnparagraph 7.2.
1.31 For Information /RF |\-AVhtten' communication from the Contractor to the CMAR
to be forwarded to the Designer for any interpretation
n� or information needed, roqV��d.
or desired under tha'Contnaot13ocuDneOt .ThoCMARra�erYeothe right tDdeterm�athe
reasonable format and content 'requiredfor e RF|. In an RF|' the Contractor shall otata o
� reasonable date by which a response is necessary.in order to avoid del' �in progress of
the Work and shall make such request sufficiently iD advance of such date ae to avoid any
such delay. The CK8AR shall -obtain a response in writing to the RR by the date stated by
the Contractor UnkasG the CMAR cannot nmanoOeb|y do so, in which c@oo the CK8AFlshall -
prior to that data notify the Contractor- of -the date by which the CW1AR can reasonably
-respond. The Contractor ahnU Oot.be entitled to any additional time for the completion of
the Work or any portion thereof by nsaooD of the failure to timely respond to an RR if the
Contractor has not submitted. the F{F| sufficiently in advance to allow the CKAAR and the -
Designer anemnonob|�� nVv bz
imewithihiohreepond.
'
1.32 ReoueetforPovmant - Thaform, |n'the form ofAk4 -Document G7O2 (latest editionJor
other published document approved bvtheCMAR. which | be ad by the Contractor iD
requesting progress payments and which is to include a Schedule of Values as-required by
the {|oVtract Documents �nd`'en affidavit of the Contractor that progress payments
theretofore received from the. CM/4R on account of the Work have been 'applied by the
Contractor to discharge in fbU all the Contractor's obligations incurred in connection' with
Work �ov�red bya||phnrapp|icotiono'for payment.
'
1.33 Resident Superintendent Th�at person designated by the Contractor in accordance with
paragraph 7.2 who has:day-to-day responsibility for the prosecution of the Work and the
obtaining of proper materials and equipment, and adequate labor and who shall have the
authority 'Set forth in the last sentence of paragraph 7.2.
1.34 Schedule of Values - Any breakdown of the Contract Price which may be required by the
�
Contract Documents, and designated as ouch. See pa 20.1 of. � � General
�
'Conditions.
� �
135 Specifications That portion of th6
requirements for materials;"bquipme.nt, constructlion systems, standards, and.w9rkmansh!p
'for the Work and perfor
mance of related services.
GENERAL CONDITIONS FOR [M AT RISK .5 of 42 JUNE 200EDITION
1.36
Subcontractor - A person, firm, or-corporation who has entered into "a direct contract with
the Contractor to perform any of the Work at the Project.
1.37
Submittal - Shop.drawings, product data, samples, and other documents required by the
Contract Documents to be submitted by the Contractor to the CMAR and the Designer.
1.38
Submittal Register.- See paragraph 13.2 of these General Conditions.
1.39
Substantial Completion - The point at which the Work, and Work by other Contractors on or
in connection with the Project, as determined by the Designer,• is sufficiently complete in
accordance with the Contract Documents that it can be beneficially occupied by the Owner,
and the Work can be utilized by the Owner for its intended use, and all necessary permits
and permissions for Beneficial Occupancy and utilization having been obtained by. the
Contractor.. AII, operations and maintenance manuals, Owner training, and as -built
drawings must be submitted prior to Substantial Completion' being achieved.
1.40
Sub - subcontractor - A person or entity that has a direct or indirect contract with a
Subcontractor to perform any of the Work at the Project.
1.41
Work'- The construction and services required by the Contract Documents, including all
'materials,
labor, equipment, and services provided or to be provided by the Contractor to
fulfill the Contractor's obligations.
1.42
All references in the Contract Documents to the masculine shall be interpreted 'as including
the feminine or neuter and all references in the Contract Documents to the singular or the
plural shall be interpreted as including the other, as may be appropriate in the reasonable
interpretation of the Contract Documents.
ARTICLE 2.
CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS
2.1
It is the intent of the Specifications and Drawings and other Contract Documents to•
describe a complete Project in accordance with the Contract Documents.
2.2
The Contract Documents are complementary; what is called for by one is as binding.as if
.
called for by all. If the Contractor finds a conflict, error or discrepancy in the Contract
Documents, the Contractor shall notify the CMAR in writing before proceeding with the
Work affected thereby. In resolving such conflicts, errors and discrepancies, the Contract
Documents shall be given preference in the following order: Construction Agreement,
Modifications, Addenda, Supplemental Conditions, General Conditions, Specifications, - and'
Drawings.. Figure dimensions on Drawings shall govern over scale dimensions, and
detailed Drawings shall govern over general Drawings. Any Work that may reasonably be .:.
inferred from the Contract Documents as being required to produce the intended result
shall 'be supplied whether or not it is specifically called for. Work, materials or equipment '
described in words which, so applied, have a well known technical trade meaning shall be -
deemed to refer to such meaning and to incorporate any recognized standards which are a
part of such meaning.
2.3
Miscellaneous items, accessories and work which are not specifically mentioned, but which
are essential to produce a complete and properly operating .installation, or useable
structure or plant providing the indicated function shall be furnished and installed without
change in the Contract Price.' Such miscellaneous items and accessories shall be of the '
same quality standards, including material, style, finish, strength, class, weight and other
applicable characteristics, as specified for the major component of which the miscellaneous •
item or accessory is an essential part, and shall be approved by the Designer before.'..'
installation. This requirement is not intended to include major components not covered by*
or inferable from the Contract Documents.
GENERAL CONDITIONS FOR CM'AT RISK PROJECT- 6 of 42 JUNE 2007 EDITION ..
2.4 The Work of all - trades under the Contract Documents shalt• be • coordinated . by the
Contractor in such a manner as to obtain the best workmanship possible for the Work and
all components of the Work shall be installed or erected in accordance with the best
practices of the particular trade.
2.5 The Contractor shall fully complete the Work and shall be responsible'for all of the Work
under the Contract Documents to which the Construction Agreement applies. If' the
Contractor. is prevented from doing so by any limitation of the Contract Documents, the
'Contractor shall immediately give notice thereof to the CMAR in writing before proceeding
with the construction in the area where the problem or limitation exists.
2.6 Standard . specifications or manufacturers' literature, when referenced, shall be of the latest
. revision .or printing. unless otherwise stated and is intended to establish the 'minimum,
requirements acceptable.
2.7. For those materials specified without the use . of brand. names, the Contractor shall submit
to the CMAR within thirty (30) days after its receiving the Construction Agreement for
signatures, any product that meets the express requirements of the Specifications, unless a
longer time is agreed to in the Master Schedule.
Such. Submittal shall include manufacturer's data, test reports, performance data and
-certifications, samples, -erection details, and other applicable informatloh as required to
permit determination' by the Designer whether such proposed products are suitable. The
Designer shall be the sole judge as to the suitability'of any proposed product. The burden
of proof•cf quality rests with the Contractor.
2.8 *The Contractor is required to examine and read the 'complete set of Drawings and
Specifications for the Project for information concerning* the Work" because some of the
Work for which the Contractor will be responsible•may be indicated on or. in documentation
applying 'primarily to the Work of one or more other separate prime contractors. No
allowance will. be made for the Contractor's failure to become familiar with the complete set*
of Project Drawings and Specifications.
2.9 Contractor's requests for clarification or information shall clearly define the cause(s) of the
'Contractor's request and, as appropriate, shall include the Contractor's interpretation and
the Contractor's proposed solution.
ARTICLE 3. WITH WORK, CONDITIONS AND LAWS
3.1 Th e* Contractor** has investigated prior to bidding and is satisfied with all conditions affecting
the Work, including but not restricted to those bearing upon -transportation, disposal,
handling and'storagd of materials, availability of labor, water, electrical power, roads and
uncertainties of weather, or similar physical conditions at the Project site, and the chpiracter
of equipment and facilities needed prior to and during prosecution of the Work. ' The
Contractor. is satisfied as to the character, quality and quantity of surface and subsurface
materials or obstacles to be encountered insofar as this 'information is -reasonably
ascertainable from inspection of the Project site, including all exploratory work done by the
Owner, as well as from information presented by the Contract Documents, or any other
Information made available to the Contractor prior.to receipt of bids. Any failure by the
-Contractor, to become acquainted with the available information' shall not relieve the
Contractor from the responsibility for estimating properly the difficulty or cost of successfully'
performing the Work.
3.2 .••The Contractor shall be entitled to rely upon all information furnished'to the'Con'tra'btor-in
...writing by the CMAR with respect to the Project'site and to make all inferences from it that
GENERAL CONDITIONS FOR CM AT RISK PROJECT 7 of 42 'JUNE 2007 EDITION'
vvould' *
; however, the Contractor shall not be entitled to infer from --' --,,---_--_.
any fact or condition which would'rdtbe inferred bya contractor having knowledge and
experience. with einnUor work and, if the CK8AR-supplied information in inadequate. or
insufficient in any* respect, the Contractor shall be required to obtain independently such
other information as a knowledgeable and experienced contractor would prudently obtain in
'
order toevaluate any such condition.
3.3 The Contractor specifically acknowledges familiarity with all Federa State, local ' laws,
ordinances, rules, and regulations which may in any manner affect those engaged' or
employed in the Work, or the materials or equipment in or about the Work, or in any way effect the conduct of the Work and agrees that the Contractor and the -Contractor's
employees, 8ubnontrocto[n, and oUppUgro vvU|, at all timeo, comply with same. If the
Contractor shall discover any provisions in the Contract Documents which are contrary to
or inconsistent with any such |ovv' ordinance, ru|e, or uagu|oUon' the Contractor ahoU
immediately give notice thereof to the CYWAR in writing, identifying any items of Work
offeohsd. and the Contractor shall not pnooead unU|the Contractor has received written
direction from the CW1ARvvith respect tothese items. If the Contractor performs contrary to
or inconsistently with any such |aVv, ordinanco, rule, or regulation without giving such'
notice, the Contractor shall bear all costs whjoh are. auon�mquenceof such pe�ormanoe.
. � `
`
3'4 At times selected by the CK4AR after mxeouilon bv . the'Conbactor of -the . Conotnuc� ` �on .
e pre-construction conference ohe|| be scheduled and oonduoted.for 'the
ARTICLE 4. BONDS
.
4.1 A performance bond |n the full amount of the Contract Price, and eU ftuohaD0eainthe
Contract Price, may be required of the Contractor to guarantee * the faithful pe'rform'ance -of
�e Work in compliance with the Contract Documents, in such �nn
on may be re O ired by
law and by the Owner. If required,' the bond shall be dated. the. same d . ae'Ule
Construction Agreement and must be accompanied bya current copy. ofthe power of
attorney for the attorney-in-foot executing such bond on' behalf of a surety company
licensed todo business in the state of North Carolina.
42 & payment bond inthe full amount of the Contract Price, and subject to changes inthe
Contract Price, may be required of the Contractor to guarantee the payment of all labor and
material costs or claims in connection with compliance with the Contract." If required, the
payment bond shall be in such form as may be required by'. law and by the�Owner. Said
bond.oha|( be dated and executed in the same manner as the performance bond in
paragraph 4.1.
ARTICLE 5. INSURANCE �JN0
����Q��y�[��
�
'5.1 CONTRACTOR PROVIDED INSURANCE
The Contractor ohoU without limiting its obligations or liabilities, for and
maintain. such insurance as IS Tequired by law and as is required by �fie Agreement to
when the loan to the Owner is secured by the which the Project
claims for damages for bodily including Ueatk dtnom claims for property-damag
.
which may arlse.frorn the Contractor's or its representatives',. consultants', Subcontractors',
ogonby. or employees' operations under this Agreement. - Such insurance shall bemfthe
kinds and have limits 6f1iobUi d coverages not less than the minimum limits hereinafter
opecifiador required by law, whichever )agreater. The CW1AR makes. po representation eo
bz the adequacy or sufficiency ofsuch odvensQen. The following requiren�entd-nhpU 16*no
� GENERAL CONDITIONS FOR CK8AFRISK PROJECT. 8of42' �� `'� � � JUNE20OTED[TK]N
vvoy be construed to limit or eliminate the |iabUitv'ofthe Co6tractor, which*. arlsma from
performance of Work under the Agreement. The Contractor |e strictly responsible for any
|0000e' dakna' and costs of any kind which exceed the Contractor's |(m|te of
' ||ab(Uhh or..
The insurance specified shall be provided bvan|n surer- approv ` ed6«the CMAR, authorized
to do such business in the State of North Carolina, end .on.tenno approved by the CK4AR.
Insurance companies utilized shall have a minimum rating.of A-.and Class V11 as evaluated
by the most current A.K4. Best Rating Guide. |fU\e`nauner has a Best Rating less than A
andC|eooV||.thmContractornluatnaceivebpecifiowhManepprova(fronnth� OyWAR prior ho
proceeding with any Work under the Agreement. /U| agents *and brokers shalt hold valid
licenses from the State of North Carolina. The Contractor shall furnish to the CMAR a
certificate or cerUfiuoh*a of - inuunanon in o form satisfactory to the CyWAF{
contemporaneously with the executed Construction Agreement. Upon request of the
CK4AR. the Contractor ehmU provide the CK4AR with certified copies of the insurance
policies required by this Article, including without limitation declaration paQae. conditions,
exclusions and endoraomeOto, and confirmation that each .policy premium has been paid
for the required term of this Agreement. Certificates of insurance shall. be signed by o
person authorized by that insurer. to bind coverage on its behalf. All insurance policies
shall provide, as evidenced by Certificates of Insurance, that the insurance shall not be
conoe|ed, reduced, naethcded' or changed in. any way without at least thirty /301 days prior
-written notice to the CM/\R and the*Qvvner. *With mogend to expiradion, cancellation,
reduction, restriction, or any other change, .cmrtifiocdaaahaUstate: -"8hoV|d any ofthe
following described policies be canceled before eXp|roUon date or be duo to expire within
thirty /90\ daya, the insurer shall -rnoi| thirty /30> days prior written notice to named
certificate holder." In the event of any such -cancelimtion' non-renewal, reduction,
reabicUon, or change in any insurance/ the Contractor is obligated to replace such
insurance within seven (7) days without o gap in coverage and fi|a accordingly such notice
with the CK8&R and the Ovvner, and -other interested portieo. Failing immediate receipt of
evidence of such* replacement of inobr�nue. tha CM&Fl reserves the right to procure such
.
insurance as the CK4/\F{considers deairab(e'ond the'Controchor ahe!|.payo[ reimburse the
cost of the premium in respect thereof. |tia expressly provided, however, that any action or
inaction on the pad of the CWYAR in this respect' shall in no way change or reduce the
Contractor's responsibilities and liabilities �under ` this Agreement. Self-funded, policy
fronting, or other non-risk transfer insurance mechanisms are not acceptable without prior
vvhttaD approval of the CK8AF|. FU|} disclosure of such a program must be made prior to
commencing mobilization to the Project site. Fai|unato nnaba afuU disclosure constitutes a
material breach of the Agreement, justifying termination for default.
The Contractor shall name the CMAR, the' Owner, the Designer and their. respective
consultants as additional insureds under all, its insurance contracts workers'
compensation) with respect to and including without' -limitation 1iabi|i . arising out of
activities performed by or on behalf of the Contractor,* products and completed operations
of the Contractor, and automobiles owned, hired' leaomd, or borrowed by the Contractor.
The coverage shall contain no special limitations on the scope of protection. afforded to
additional insureds.
For dohn related this and
primary
insurance or self-insurance maintained by fhe CMAR. the Owner or the Designer shall be ',
excess and non with respect ' the Contractor's insurance.
-
AU policies of insurance except as noted in paragraph 5.2 aheU cohtana clause waiving
.
rights of subrogation against the CK8AR. the Owner and the Designer, unless the CMk4R
approves otherwise |D writing.
,
`
�GENERAL CONNTIONS FOR CM4J' RISK PROJECT' Bof �
`
JUNE 2OO7EDITION
Limits of coverage are not to be -amended 6y deductible *clau*ses-.of any nature without the
express written consent of the CMAR. The Contractor shall be solely responsible for any
deductible assumptions that may'exist in any insurance policies required under this
Agreement. In addition, the Contractor shall be responsible and shall not be reimbursed for
any losses arising from any risk or exposure not insured as required herein, or not covered
as -a result of a' normal policy exclusion or that falls within the self insured retention, If
The Contractor's insurance shall apply separately to each insured against whom dohm is
made or suit |o except with . to 'Nm�oof the �muror�|kabUMy.
The claim provisions in the Contractor's ins |noe.po|icieg must
u ` specifically
state the
insurance company or Contractor's third oo�v administrator, � self insured, has both the
right and duty toadhs o claim and pnov �defense.
The policies shall not contain any N' or definition which would serve to ex � �
da or
eliminate from coverage third party claims, including exclusions of claims for bodily o[other
injury to mharmho|dera, padnoro, officers,-
directors, , o r. employees of the
|na`red, the
premises owner, real estate nonage�nr the inmured,s Subcontractor, or any family relative
of such peroone. '
If the policies contain V
effect) if the Contractor does not comply� with the-most stringent regulations . governing the
Work, it shall be modified so that coverage sli all. be. afforded in all cases except for the
Contractor's willful or intentional noincompliance wIt.h app!icable gbvern*ment regulations.
Any failure by any person to comply with. reporting or-other,pr%ovisions of the policy
including breach of warranties, shall n6t affect coverage, provided to the CMAR and the
Owner and their respective representatives, officials, and employees.
The insolvency or bankruptcy of the Insbred or -of the Irisured's estate shall not relieve the
insurance companies of their obligations Onder these' policies. Any clauses to the contrary
are unacceptable and must be stricken.
.�' ` '
FaFailure ure to oon�o�vvKh these eOtmahaU bn�a,ma�Ha| � ' . . . ofthis br
]uoUYyngterminetkx�for dafau�. Agreement
S.t1 � - f � Insurance
The Contractor and its ���oontnao�uro shall procure and *maintain W
orkare Compensation
Insurance in the amount and type required bv the State of North Carolina
for all employees employed under the Agreement who. may ciome'within the protection of
Compensation Laws and covering —' — operations ~''~~ ~'~ Au'e="='t whether
performed by the Contractor or by its- Subcontractors.'. |n - -jurisdictions not providing
complete Workers' Compensation protection, the Contractor' and its Subcontractors shall mointoin employers' liability insurance in
an amount, form,. connpony, and agency
satisfactory to the State of North Carolina and
the CW/R for tihe benefit of all employees
not protected by Yorkera' ConpenaaUort Laws'
and ooVehng all operations under the
Agreement whether pedbrmed by the [�ontrac��ror�yiteGuboon�ontors.
.
The Contractor shall oh assessments as will protect the ` Contractor
ond the �K/— �
from ukahn� under workmen's '`----d�ob and other similar * * t/ acts*.:..--^ hecurnant
Modification Factor shall be indicated on the Certificate of Insurance.
GENERAL COND|TkOMG��R��/�F�O8>�PF�OJECT 1nof42 '''� �'
�' . � JUNE 2OO7EDITION
Coverage under this section shall be as required by• federal and state Workers'
Compensation and Occupational Disease Statutes, and shall have minimum limits as
follows:
Coverage A: 'Statutory', State of North Carolina
Employers' Liability: Each Accident $1,000,000
Disease- Policy Limit $1,000,000
Disease - Each Employe6 $1,000,000
Such -insurance shall include Voluntary Compensation coverage, a Waiver of Subrogation
in favor of the CMAR as well as other* endorsements that may be required by applicable
jurisdictions, i.e.' United States Longshoremen and Harbor Workers Act and -maritime
coverage (Jones Act).
Automobile Liability Insurance
The Contractor shall procure and maintain automobile insurance against liability for bodily
injury and *property damagfe as described below, that may arise with respect to the Work
being performed under the Agreement, and as will provide protection from claims which
may arise out of or result from the Contractor's performance of the Work and the
Contractor's other obligations under nder the Agreement, whether such performance of the Work
is by the Contractor, by any representative or Subcontractor, by anyone, both officially and
personally, directly or indirectly employed by any of them, or by anyone for whose acts any
of them may be liable.
This policy of insurance shall carry the following minimum Limit of Liability:
Combined Single'Llmit
$1,000,000
The policy of insurance shall contain or be endorsed to include the following:
a) owned, hired, and non -owned automobile liability.
b) If the policy contains a warranty stating that coverage is null and void (or words to
that effect) if the transporter does not comply with' the most stringent regulations
governing the Work, it shall be modified so that coverage shall be afforded in all
cases except for the transporter's willful or intentional noncompliance with applicable
government regulations.
Any failure by any party to comply with reporting or other provisions of the policy including
breach of warranties, shall not affect coverage provided to the CMAR, the Owner, and their
respective representatives, officials, and employees.
No subcontracting of waste hauling shall be permitted without prior, written approval. of the
CMAR.
5.1.3 General Liability
This policy must be written on an Occurrence basis, with the following minimum Limits of
Liability:
General Aggregate� per project. $2,000,000.00
Products/Completed Operations Aggregate $2,000,000.00
Bodily- Injury and Property Damage csI/each occurrence $1,000,000.00'
Personal Injury and Advertising Injury $2,000,000.00
GENERAL CONDITIONS FOR CM AT RISK PROJECT 11 of 42 ." JUNE 2007 EDITION
The policy of insurance shall contain or be endorsed to include the following:
a) Blanket 'Contractual Liability covering Contractor's indemnification obligations
under this Agreement, in accordance with ISO policy form CG 00 01, -Modifications
-to the standard provision will not be acceptable if they serve to reduce coverage.
b) Premises/Operations Liability.
C) Explosion, collapse, and underground fault.
d) Independent Contractors*and Independent Subcontractors coverage.
e) Broad Form Property Damage.
f)i Personal Injury.
g) Cross Liability/Severability of Interest clause..
h) Employer's Stop-Gap Liability endorsement, if applicable.
i) Amendment of the Pollutiorf Exclusfon Endorsement to allow coverage for bodily
injury or property damage caused by heat, smoke; or fumes from a hostile fire.
Designated General Aggregate Limit Endorsement if required by the
-Supplementary Conditions.:
k) For contractors with design. responsibility, endorsement CG22 80 and DIC for
contractors' professional. is requested.
Coverage shall remain continuously in effect and without interruption for at least six
years from the date of the Notice of Award and shall include coverage for exposures arising
from operations'thai have been,completed. -The Contractor shall furnish the CMAR and.
each other additional insured listed in the Agreement to whom the Certificates have been
issued, evidence satisfactory to the* CMAR of continuation of such insurance at the date of
Substantial Completion and each 'year thereafter.
5.1.4 Pollution Legal Liability PLL)
Pollution. Legal Liability* coverage* will be provided if required by, the Supplementary
Conditions.
5.1.5 Professional Liability
Policies for professional liability must• be• provided by the Contractor or its independent
design professional if the Contractor is required to provide any professional design services
under the Contract Documents.' Alternatively, compliance with paragraph 5.1.3 (k) is
acceptable. The limits of coverage required for professional liability shall be included in the
Contract Documents, -and will be subject to approval by the CMAR, taking into account
among any other reasonable factors the risks-insured against, the cost of the insurance, -
and the professionals providing the insurance.
5.1..6. Claims
The Contractor shall notify the CMAR within twenty-four (24) hours of any claims or alleged
claims received by the Contractor covered by any of the policies of insurance required of
GENERAL CONDITIONS FOR.CM AT RISK PROJECT 12 of 42 JUNE 2007 EDITION
Contractor in this Agreement. The Contractor shall provide o written copy of the claim or
alleged claim to th " e GMAR within *three (3) days of the Contractor's receipt of the claim or
alleged * claim. If-a claim is'settled to the satisfaction of the claimant, the Contractor shall
submit a copy of the claimant's release to the CMAR.
If a claim a 'claim: is rejected by ihe Contractor and/or its insurance company, the'
Contractor shall immediately report this fact to the CMAR.
Should thirty, (30) days"elapse aifter the claim 'or alleged claim has been received by the
Contractor, and the Contractor is not able to report a settlement or rejection of the claim, it
shall report to the CMAR the steps being taken with respect to the claim.
Without limiting the foregoing, the Contractor shall notify the CMARiOwriting of any *paid or
incurred claims which may impair annual aggregate or general liability.
5.1.7 Retentions
Any deductibles 'or seif-inured retentions must bedeclared to and approved
eliminate At the option of the CMAR, either: the insurer shall reduce to a maximum of $250,000 or
.. such deductibles `"=.`.="/=v retentions with respect to the' CmvAm,.or the
Contnactor shall provide evidence of md|ateooi provided to insurers or procure o bond
guaranteeing -payment of |oaoen and related inveabgatione, doinn odrn{nistration, and
defense expenses within the deductible or self-insured retention amount. Any self-insured
retention or deductible. amount onthe pp||cy aheU not reduce the amount ofcollectible limits
5.1'8
The Contractor shall include all Subcontractors as |DoUrede'Under its ooi�eo, or shall
furnish separate certificates, policies, and endorsements for each Subcontractor
-the '
Contractor intends to use. If Subcontractor does not take out insurance in its own name
ondth�- Contractor wishes hopnov�e insurance protection for such Subcontractor and such
Subcontractor's employees', the Contractor shall either (a) procure appropriate pol|o|ae in
the name of the Subcontractor, or (b) cause a rider or riders to be attached to* the
Contractor's policies which shall identify the Subcontractor thereby covered; -provided.' �
however, in the ooee of the latter ootion, such a rider need not be attached to the
Contract o�evvorkere'componea�on policy � such poUoyoy its terVlmieoufficien�y broad to
cover theemployees of all Subcontractors performing Work under the Contract Documents.
Except as otherwise -approved by the C��WA�� in writing, Limits ofLiab�{tyand coverage
scope must be ot a minimum as 'stringent as required 'of the Contractor by the Contract
Documents. All Work performed for the Contractor by any Subcontractor shall be. pursuant
to on appropriate agreement between the Contractor and the Subcontractor which shall
contain - provisions that waive all rights the contracting parties may have against one
another for damages caused by fire or other perils covered by insurance as provided
herein. Insurance monies received from any loss shall be divided as the respective interest
of the parties affected shall appear.
5.2 PROPERTY INSURANCE
The CMARahaU be responsible for purchasing and maintaining insurance to protect the'
Project xwv perils ur physical loss. The insurance shall provide for the cost of
for the Work u1 the time of any loss.
Theinsuran'ce�uha- |imdudeam—naned�r ^insureds the
Owner, the CWARtheContnaotornondth�ir�Guboon�oc0ona and shall |neuna against the
�em�omthe ' - ' - --~- --- to theft,
vendu�n� � flood, ---`---'
..resulting from defective design, negligent workmanship or defective maierial. The '' � ' ' `
'
GENERAL CONDITIONS FOR CP� /T[FU8�PRC}JE�� 18of42
� . � � � � JUNE 2OO7EDITION
shall increase' the coverage limits as necessary to reflect changes In th . e estimated
replacement cost of the Project.
The CMAR shall provide the Contractor, if requested, with copies of all, policies thus
obtained for 'the Project. . The CMAR shall provide the Contractor •with thirty irty (30) days
notice of cancellation, non-renewal or endorsement reducing or restricting coverage. -
The Contractor and the CMAR waive all rights against each other and a . gainst the other'..
separate contractors, the Owner, and their respective consultants, agents and employees
for damages occurring during construction and covered by builder's risk and any property.,
insurance required for this Project excluding Owners' Property insurance. The Contractor
and the CMAR shall each require appropriate similar' waivers from the Owner, the other
separate contractors, their Subcontractors, and their consultants and agents. This waiver
does not apply to design liability.
The Contractor is responsible for all physical damage to owned or rented machinery, tools,
equipment, forms, and other items owned, rented or used by the Contractor and/or
Subcontractor(s) in the performance of the Work. The insurance coverage evidencing such
shall include a waiver of subrogation in favor of the CMAR, the Owner and the Designer
and their respective consultants and agents.
The Contractor shall provide valuable papers and records insurance with coverage in an
amount commensurate with project scope as set forth -in the Supplementary General
Conditions.'
'if the Project includes as addition'to or is adjacent to an existing structure, the CMAR, the
separate Contractors*and the Subcontractors shall be named as additional insureds for the
Owners property insurance covering such structure and its contents.
If the Owner ocdu'pies or uses a part or parts of the Project prior to Substantial Completion
thereof, such occupancy shall not occur until the Owner obtains property insurance for the
.structure and until all insurance companies providing insurance for the Project consent to
%ich• occupancy by endorsement to the insurance policies.
5.3 OWNER CONTROLLED PROJECT SPECIFIC INSURANCE
In the event the Owner elects to purchase project-specific insurance affording coverage to
-the Contractor and Subcontractors, the terms and conditions of such coverage shall be set
forth in the Supplementary Conditions.
5.4 CONTRACTOR AS JOINT VENTURE
-If the -Contractor is completing this Project on a joint, venture basis, both joint venture
partners retain all liabilities assumed by this Agreement, individually and collectively. This
-.may incl*ude;'bbt is not limited to, all premiums due, deductibles/self-insured retentions,
coinsurance provisions, claim provisions, insurance policy conditions, -and indemnification
provisions hereunder.
Evidence of a. Blanket Joint Venture Endorsement must be obtained from the General
Liability 'and Contractors Pollution Legal Liability carriers of each joint venture partner
substantially as follows:
With respect to "your work", and the 'products-completed operations hazard", you are an
Insured for yourflability arising out of the conduct of any partnership or joint .venture of
which you were *a partner or member, even though this partnership or joint venture is not
shown as a'Named Insured in the Declarations.. This coverage is excess over-any
GENERAL CONDITIONS FOR CM AT RISK PROJECT- 14 of 42
JUNE 2007. EDITION
available liability 'insure the partnership or joint venture. This
coverage will not inure to the benefit of any other party except you. "
5.5 INDEMNIFICATION
' �
Th� Contractor,. bl the fullest extent not prohibited -bv haw, -shall defmnd.
Indemnify, and save harmless the CMAR, the Owner, the Designer, 'and their respective
officials, officers, emp|oyeee, and agents from and against any and all. U�bi|\t|oa
UbPaneeab|eorunforeoeeeb|e\. penalties, fines, forfeitures, donmanda, ciobns.'couoee of
actions, suits, -judgments, and costs and expenses incidental thereto, (including,: without
limitation, amounts paid pursuant to investigations, defense or settlements, andreasonable
attorneys' feaa). which any or all of them may herea�ereuer. �iOour.bareaponoib\efor.or,
pay out ona result of but not limited to:
sA bodily injury sickness., disease, or death) to any person |' Ud'ng. but not
limited to. the Contractor's employees or its representatives mh(ka on the site of the
Project; or
b) actual or alleged damage (including loss of (public or' pri *
including the Project or other property on the Project site); r.
`
d contamination ofor adverse effects oD the environment arising directiv`'
or Indirectly out
`oforin connection with the performance ofthe Work, includi but not |i itedto any
hazardous or toxic waste, substance, or constituent of any pUbstance subject. to
regulation under CERCLA, RCRA, TSCA, and other Federal and state authorities that
is spilled, released, threatening to release,* or disposed. of - or *destroyed . by. the
Contractor or its Subcontractors on or off the site of the Projector while- in transpc�rt to
or from the site; or
d) any violation or alleged violation of laws and regV|oOona, ghmiOg outofor in any way connoctedvWththeVVork, ` �'
caused in whole or in part by the Contractor, any Subcontractor or. supplier or. any
representatives of the Contractor. The Contractor shall not be required to indemnify any
person against {000em resulting from o breach of contract 'or 'resulting from' negligence,.
misconduct or violation of laws an the part of any person indemnified hereunder.
'
The Contractor further agrees to obtain, nnaintain, and pay for such liab-lilty insurance
coverages and endorsements as will insure the provisions of.thia -parognaph 5.4.
Furthermorn,.the Contractor agrees to be liable for and to indemnify and reimburse the
CMAR and the Owner for all legal fees and disbursements paid or.incurred to'ehforce.the
provisions of this paragraph 5.4. The indemnification obligations under this.porognaphG.4
shall not be limited in any way by the amount or type of damages.," co' m pene��on or
benefits payable under workers compensation oota.. disability. 'benefit a' �tn, other
employment benefit acts, or the amount of insurance carried orrecovered.
The CMAR acknowledges that hazardous or toxic vvaate,nnctahm. - . k:als.00mpoundn
or ouUatoncea, or other environmental hozorda, contamination or ooUutkzn. to
hereinafter as "environmental hazards") may be present at the Project site that were not
created, generated, orreleased at the Project oite by the Contractor or its Subcontractors,
agents or mmp|oyeea, acting alone or in concert with others. Un|aam the named|oelon,
abatement or handUng of such environmental hazards'. is part of the' arop6of the Work
under this Aonaamant, than upon the discovery of such nnvinonmnenta| hazards,' the
Contractor shall imrnmdieta|y, and in no event more than,three days after aboh discovery,
give notice to the CNYAR of the * env|ronmente| hazards before. they are disturbed. -lFhe�
'(�K�AR.. tho�[jmmer and`�the DaoiQn�r mhaU thmnau�o��pnonloUY'investgcde the
GENERAL CONDITIONS FOR CMA[ RISK PROJECT .15of42 � � �E �
environmental hazards, and make such changes. in the' Drawings and/or Specifications .ai
they may find necessary to abate, �emed|ate, isolate prhandle the environmental hazards.
Any increase or decrease in the Contract Price or the.Contneut Time resulting from such
changes shall be adjusted in the manner provided herein for adjustments as tm extra and/or
additional Work and changes. |tia agreed that the Contractor shall. have no liability under
this Agreement for any. environmental hazards existing ot , on or in th Png' ect site prior to
the *date that Work commences under this Agreement- unless the e-Controotor or. its
8ubcontnactoro, agents or employees, acting alone or in concert with others,' by their own
negligence or misconduct, na|eooe' or expose the Owner. or third parties to the
environmental hazards.
The provisions ofthis paragraph 5�.*shalisurvive the termination m cancellation or
completion of this Agreement.
ARTICLE 6. OTHER RECORD DOCUMENTS AND SUBMITTALS
.
6.1 The CK8AR shall furnish to the Contractor the numb`r and
Specifications stated-in the Supplementary Conditions. Additional copies of Drawings and
Specifications may be obtained at the cost of reproduction and hand|��
.
62 The Contractor shall submit to the CMAR for forwarding to the'[eaigOe[ all Submittals
required by the C ooUinenta. The Contractor shall submit four (4) reproducible
prints of all shop drawings plus the number of copies sufficient for its requirements. The
Contractor shall submit samples in quantities required by the Contract Documents. The
'
'Contractor shall submit product data in five (5) copies, plus the number of copies sufficient
for the Contractor's naquin»rnanta. All shop drawings shall be reviewed by the Contractor
and sfiali bear the Contractor's stamp of approval before being forwarded to the CMAR and
the Designer. Submittals shall be submitted in such time as to cause no delay to the Work
' or aOy'portthmreof and in accordance with the Contractor's Construction Schedule and
8Ub0�ba| Register.* The *(�K8ARahoU [ev|*�vaDd process the aVbmd±a| with reasonable
promptness, noting desired corrections, 'if any. ThaCKAAR oheU retain three (3) copies of
the oVbnOitto| and shall return the balance of the reviewed submittal to the Contractor for
action. The Contractor aho|i furnishany corrected submittal to the CN1AR for forwarding to
.
the Designer. The CK8AFlshall retain three ( 'copies uf the corrected submittal for the
records of the CK8AR and the Designer, and VvU|.return'the balance of the reviewed
submittal to the Contractor.
substitutions will bo accepted after the bids have been
' received. All substitutions prior to the receipt of bids shall be in accordance with the
�
Contract Documents.
' TheControotorenknovvedgenthatthoprooeouin0ofohoodrovvDgaandotheraubnRk±ahaim
directly impacted by the clarity, completeness, and accuracy of s * aid documents and that it |a the Contractor's responsibility coordinate each submittal with all other
related or affected Work and Ui\ oppcoVe each oub[nU±a| before submitting same to the
CK8AR for approval.
0.3 No substitutions and no deviations from requirement of the Contract Documents shall
be deemed allowed unless the Contractor has specifically informed the CMAR in writing of
such deviations at the time of submittal and the Designer and the Owner have given written
and specific approval to the substitutions or deviations.. In. proposing a deviation or
or upp'uv^m by the Designer ur the Owner, that the
to or better in quality and for the purpose intended, and that* the Contractor shall not by
reason of any such review, allowance or approval be relieved from any obligation or
responsibility contained in the Contract
'GENEBALCOND|T0NS FOR CK8AT RISK PROJECT :18of42 ' JUNE 2OO7 EDITION -
6.4 of submittals by the CMAR and the Designer shall not be construed as relieving the
Contractor from responsibility for compliance with terms or designs of the Contract
Documents nor from responsibility for errors of any sort in the submittal.
6.5 The Contractor shall. keep one record copy marked all
Drawings, Addenda, Modifications, and Submittals at. the Project in - 000d order and
annotated at least monthly to show all changes made. during the construction process.
Such monthly annotations and their approval by the CMAR shall be a condition precedent
to approval by the CyWARof each monthly Request forPa ment.Said'�euondcopyahaUbe
stored at the Project and fd|y protected from dam oQe by fire or other hazard. This record
copy shall be available to the CK8/\R' the Designer and the Owner for inspection at all
times. The complete record copy shall be delivered to the CIVIAR for review and transmittal
to the Designer for the Owner's purposes prior to the Designer's certifying Substantial
Completion of the Work.
6.6 At completion of the Project andbeforeFina'povment, the Contractor shall assemble and
deliver tothe CMAR one complete set of all as-built drawings and one complete set ofall
approved aubmitta|a, product dota, and bonnp|eo.vvhich were reviewed by the Designer.
These drawings and submittals shall be on paper, or in electronic or other media if required
by the Supplementary Conditions, These drmvvingm.ond*odbmitto\a shall be categorized
and packaged aa directed by the Designer. `'
ARTICLE 7. CONTRACTOR
� . �� �
7.1 The [�ontnaotorshall eupeni000nd�dineot the \A/mrk `ondvviththeContnachor'sbaat
sd|| and attention. Except as may be set forth specifically in the Contract Documents, the
Contractor shall be solely responsible for the means* methods, techniques, sequences, and
procedures of construction, and for safety precautions and programs [n connection with the
VVod(. The Contractor shall be responsible to *see that the finished Work complies
accurately with the Contract Documents.
7.2 The Contractor shall appoint a'competent with to
manage the Project for theContractor.TheContractoralsoohal|keepon'thePmect at all
times during the VVodx of the Contrnptor a -competent Resident' Superintendent and
necessary assistants who shall not be replaced without prior written approval by the CYWAR
exoeptuOdm7extraordiDarynincUmatancee,invvhicheventinn0ed|etawrittennotimaoha|\be
'
given to the [}W1AR.-|f approved by the C|K8AR' taking-into account the scope and
comp|exity of the Work of the Contractor, the Project Manager and the Resident
Supefintendent may be the same person. *At any time, the CMAR, in its sole and absolute
discretion, may require the Contnactor - to ?apiace the Project Manager or Resident
Superintendent with an experienced and competent persbn,or persons upon -seven (7)
days written notice from the CYWARhothe Contractor. -Such replacement ent oha\| be at the
Contractor's expena�andmtnocoattoUlmCNAR.
'
Both the Project Manager and the Resident Superintendent shall have authority to act on
behalf of the Contractor, and instructions, directions or notices given to either of them shall
beao binding oeif given to the Conboctor.
.
7.3 The Contractor shall provide sufficient competent and suitably 'qualified pmraonne|,
equ(pnuent and supplies to lay out the Work and perform construction as required by the
Contract Documents. The Contractor will at all times -maintain good discipline -and order at
the site, and will comply with all applicable OGH/4'stondarda�
Any 'person enno|oved,bv the Contractor, bv`ony/.Subuontroubor, or by any sub-
subcontractor who, �|n �e.opin�n � �m CM� �m Designer � �a ��, does n�
pe�orrnDeVVorkin� proper and skillful manner oriainhsmperabe*or disorderly shall, etthe
. � �
GENEF6uLC[]0D[T\ONSF[�F�CK8/g�FB8P{PF�OJECT .17of��` � ���� � ���� JUNE 2OOTED[T\[]N
` ' � ^ ^
`
written request ofthe CMAR, be removed forthwith by the Contractor, Subcontractor, or
sUb-subcontractor employing such person without cost to the CMAR, and shall not be
employed again in any portion of the Work without the prior vvhtteDepprovo|oftheCK8AR.
Should the Contnactorfoi|'to nanhove such person or persons or fall to furnish suitable and
sufficient personnel for the proper prosecution of the VVod« within three (3) days after
written order, the CYWAR may withhold. further payment by mrU±an notice until compliance
with such order.
7.4 If, in the opinion of the the or the Owner, -any Subcontractor onthe
Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by
the Contractor with no |non*asm in the Contract Price if and when directed by the CK8AR in
writing.
7.5 The Contractor shall furnish all msteho|n. equipment, |abor, transportation, construction
equipment and mech|nnry, tools appliances, fucH. light, heat and all other facilities and
incidentals necessary for the execution,, maintenance, initial operation, and completion of
the VVork, other than those specifically excluded by the Contract Documents and to be
furnished by the CW1AR or others. When use or storage of hazardous materials or
equipment or methods of more than ordinary risk are necessary in accomplishing the Work,
-the Contractor shall give the CK4AFl reasonable advance notice.
If any materials ` hotmfurnished � or installed by the CMAR or others under the terms of
the Contract Documents, said materials shall be made available to the Contractor at the
location(s) specified in -the Contract Documents. All costs of handling, transportation from
the specified location to the- Project, storage, and installing of materials furnished by others
shall be included in the Contract Price. The Contractor shall be responsible for any
demurrage, damage, loss,'or other deficiencies which may occur during the Contractor's
handling, storage, or use of material furnished by others. The CMAR shall deduct from any
monies due or to become due the Contractor any cost incurred by the CMAR in making
good any such damage, loss, or deficiency.
All equipment which is proposed to be used in the Work shall, be of sufficient size and in
such mechanical condition. as to meet the requirements of the Work and produce o
satisfactory. quo|Uxof work. Equipment used on any portion ofthe Work shall be such that
no injury to pnaviouolyoomp|etwd VVork, adjacent prbperh/ or existing facilities shall reou|t
from its use.
When the methods and equipment to be oa �
d by Contractor Work
ope not prescribed in the Contract Documents, the Contractor shall be'freeto use any
methods or equipment that will accomplish the Work in conformity with the requirements of
the Contract O000mento,
When the Contract Documents specify the use of certain methods and equipment, such
methods and equipment shall be used unless others are authorized in writing by the
CMAR. If the Contractor -desires to use a method or type of equipment other than that
specified in the Contract Documents, the Contractor may request authority from the CMAR
to do so. The request shall be in writing and shall include a full description of the methods
and equipment proposed and of the reasons for desiring to make the change. If approval is
given, it shall be on the condition that the Contractor shall be fully responsible for producing
Work in conformity with the requirements of the Contract Documents. If, after trial use of
the substituted methods or equipment, the CMAR or the Designer determines that the Work
produced does not meet the requirements of the Contract Documents, the Contractor shall
discontinue the use of the substitute 'method' or equipment and shall complete the*
remaining Work wiffi the specified methods, and equipment at no additional cost to the
Owner. The Contractor' shall remove any-.deficient Work and replace it with Work of
GENERAL CONDITIONS FOR CMATF���PF�UE�T 18of42 �� � j�NE2OO7B]D]QN
� `�� . � ` �
specified quality, -or take such other uornecUve action oo the CK8AR may d�ect No change
in the Contract Price or in Contract Time shall be made as a result of authorizing a change
in methods or equipment under this paragraph.,
7.6 All nnotoria!o and equipment oho| be new, except as otherwise provided in the Contract
Documents. When special makes or grades of material which are normally packaged by
the supplier or manufacturer are specified or , such materials ahaUbedehvoredto
the Project site in their original or containers vv�h seals unbroken and labels
Materials shall be so stored as to,assure the preservation of their quantity, quality and
fitn * ess for the Work. Stored materials, even though approved before storage, may again be
inspected by the CMAR, the Designer or the Owner prior to their use in the Work and shall
be required to meet the requirements of the Contract ' Documents at the time they are
incorporated into the Work. Stored materials shall be located so,as to facilitate their prompt
inspection. The Contractor shall coordinate the storage of all materials with'the CMAR.
Materials to be stored at the Project. or on the Owner's property shall not create an
notb�uaad� without written consistent with the provisions of
paragraph 20.3 of these General Conditions. The Contractor shall make all arrangements
and bear all expenses for the storage of materials on private property. Upon r6qubst, the
Contractor shall furnish the Cw*mn copy mthe property. owners permission. All storage -
sites on private or the Owner's property shall be restored bl their original oondition b«the
Contractor at its enfire expense, except as otherwise agreed to (in vvdUng\ by the owner or
lessee. of the property.
7.7 All .materials and,eq'' ment shall be apo|ied, installed, oonnected, erected, used, cleaned
and conditioned ' in accordance with 'the instructions. of the manufacturer,
fabricator, or prooaao�� otherwise �Xoeot�a other0� provided in the Contract Documents.
. ` `
7]3 The Contractor will be fully responsible for all and omissions of its Subcontractors and
of persons directly or indirectly employed by them and of per * onofo[vvhooe act any of
them may be liable to the same extent that the Cnn�aohz is responsible for the acts and
omissions of the Contractors oVvn'aOlp|oyges` Nothing iO.tha Contract OomJ0eOte shall
create any contractual relationship between any Subcontractor or supplier and the CMAR,
the Owner orthe Designer,* or any obligation on the part ofthe Ck8AR. the Owner or the
Designer to pay oro to the poyrnentof.aoy nn h duo any such Subcontractor or
material a| furnioher except as rnayothe�iae be raqV{nad by law. The {�K8AF� may furnish to
any Subcontractor or supplier', to* extent practicable, evidence ofamounts paid to the
Contractor on account of specific Work done.
`
�
7.9 The divisions and sections of the 'Specifications and the identifications of any Drawings
shall not control the Contractor in dividing the Work among Subcontractors.
7.10 The Contractor agrees to bind e to the terms and conditions
of the Contract Documents for the benefit ofthe CMAR and to furnish written evidence
thereof to the CMAR within seven (7) days after written request bv the CMAR.
7.11 The Contractor and| attend job progress conferences and oU- other meetings or
conferences as directed by the CMAFl. The Contractor shall be represented at these job
progress conferences* by.a,representative having the authority of the Project Manager and
by such other representatives as'the CMAR may direct. Job progress conferences shall be
'
open bo Subcontractors, suppliers and any ra who may contribute beneficially toward
maintaining naqu|nyd job* -ppogreop..and such personnel ohoU be encouraged by the
.'Contractor to attend. It shall be the principal purpose of job progress conferences to effect
coprdinaMon, cooperation and assistance in'every practical xvoy bzxvand the ond.of -
GENERAL CONDITIONS FOR CK8 .�RI /PR{)JECT� B*of43 � �� JUNE 2OO7EDDFKJN
� � � � �
maintiiining*pirogress
by the specified Completion Dates. The Contractor shall be prepared to assess progress Of
the Work as required in the Contract Documents and to recommend remedial measures for
correction of progress as may be appropriate. The CMAR shall preside as chairman and
arrange for minutes to be taken and circulated.
In the event that the prosecution of theWork is discontinued for any reason, the Contractor
shall notify the CMAR at least forty-eight (48) hours in advance of resuming operations.
Should the terms of the Contract Documents require completion. ofone or more- oortionaof
the Work for the Beneficial Occupancy of the Owner prior to completion of the entire Work,
the Contractor shall complete'such portion(s) of the Work on or before shall include the obtaining of all government or other permits, permission,
responsible Such completion I and/or approvals necessary to occupancy. The Contractor shall I I ndependently estimate the
difficulties involved in arranging the Work to permit such Beneficial Occupancy and shall
not claim any " additional compensation or time extension by reason of any delay or
increased cost due to completing such portion(s) of the Work. The Owner's possession and
use of such portion(s) of the Work shall not be deemed an acceptance of any'Work not
completed in accordance with the Contract Documents. The Owner shall be
the insurance of all portions of the Work- completed and
beneficially occupied by the Owner.
7.12 The Contractor ' ehe|| all license fees and royalties, and assume all costs incident the'
use of any invention, design p[ooeao, or device which is the subject of patent rights or
copyrights heldbv others, except for inventions, design processes, or devices specified by
the Designer in the Contract Documents. The Contractor shall indemnify and hold harmless
the CMAF, the Owner, the Designer, and anyone directly employed by any ofthem,from
-andagminoteKc|m|mo,donnogoa.|oeoeeandcmpeneae.ino|udingattornov'ofeesondcoato
of defense, arising out of any infringement or alleged infringement of such rights during or
after completion of the Work, and shall defend all such claims in connection with any actual.
or alleged infringeOlentofsUchrighta.
7.13 The Contriictor shall secure and pay for all permits, including without limitation construction
permits -and licenses, and will pay all governmental charges and inspection fees necessary
for the prosecution of the Work.
7.14 The Contractor shall give all notices and comply with all kamm, ordinances, nAes� and
�
��u�o� to the Wo�a�sh�l m��d�����e CMAB�e Owner,'
the Designer, and their respective officials, officers, agents, employees or servants against ,
any claim or liability arising from or based on the Y\o|mUon of any such law, ordinance,
naQu|aUon, under, or decree, whether by the Contractor orbythe Contractor's employees,
Subcontractors, oub-ouboontractone'or their employees.
7'15 The Contractor ohd| be responsible for the reasonable and necessary protection and
oaourUv of its Work and its property and the property of others at the aita, as required by
|amm or ordinances governing such conditions, or by custom or sound construction
practices, and shall share such responsibilities for protection of property at the site as may
be directed by the Contnact Documents and the CM/\R. The Contractor oheU be
responsible for any damage to the Owner's property, or that of others, by the Contractor or
the Contractor's employees, Subcontractors,. sub-aubcoMTactora, or their employees. or
oQen��.and shall make good such domogeo. TheContnacborshe||bereoponaibleforand
.pay for any such claims made against the CM&Ro'r the Owner.
' ' ` � . � � � . � . . ' � � � � �
7.1O Thm Contractor ahoU o| with the Pr oje ct Safety Program 'and Public Hezond Control '
P|en,'|nnp|em.enbad 'by the CMAF{. -The' Contractor shall protect improvements �
GENERAL CONDITIONS FOR CMAF RISK PROJECT 20 of42 � � JUNE 2007 EDITION
to remain in the vicinity of the operations and barricade all. walks, roads, 'and'
areas eo necessary to keep the public away from the conetnuoUon.
7.17 The Contractor shall provide cover and/or protect all
� of the Work and provide all
materials necessary to protect the Work whether performed by the Controctor.or any ofthe
Subcontractors or sub-subcontractors. Any Work damaged through- the
lack of prop eir
protection, o� from any other cause, shall be repaired or replaced without extra cost to the
CMAR or extension to the Contract Time.
'
The Contractor shall maintain the Work during construction and until the Work io
This maintenance shall constitute continuous and effective effort prosecuted day*by day,
with adequate, equipment and forces so that the Work is maintained in satisfactory
condition at all times. All costs of maintenance shall be included in the Contract Price and
the Contractor will not be paid an additional amount for such effort. Should the CMAR
observe that. the Con*trac'tor at any time has failed to maintain the Work as provided herein,
the CMAR may immediately notify the Contractor of such non-compliance. Such notification
shall specify a reasonable time within which the Contractor shall be required to remedy
such unsatisfactory maintenance condition. Should the Contractor fail to property respond
to the CMAR's n'otiflcation, 'the CMAR may, at the Contractor's expense, take such action
as it may deem appropriate to remedy the defective maintenance, including suspension of
the Contractor'§ Work or any part thereof, Any such expense incurred by the CMAR shall
be deducted from monies due or to become due the Contractor.
Parking lots, streets, and walks connecting to the Project-area' shall at all times be
protected by the , sand, . � � .
� —_—.
Pedestrian traffic* around the construction limits must be maintained in a clean and
safe condition at' all Umoa with required barricades and covered When
��������o�c���eP��|����u�.� walkways, shall,
All ��hm��a�n�d��Um����
u�v�, vicinity of the Project site shall ba protected at
all times from entry of dirt, rubble and other debris. The residue from the cleaning of trucks,
vvhoo|barrowm, concrete buggies, etc. must be prevented from entahng - the drainage
oyotem, and if cleaning is done, the residue must becontained and nannmved from the
pndeotmite'with other refuse.
7,18 No burning' debris uhd| be allowed inside or around the Project during the
course u/construction.
7.19 The Contractor *shall 'provide for and maintain
programs for the protection of its employees and other persons at the P 'aite.andahoU
comply at all times with the requirements of the most current edition of the
CAGC
Safety
and Health. Manual (or the AGC Accident Prevention Manual in Construction], or the
equivalent requirements of the Contractor's safety program, and shall fully comply with all Fedora|. State, and local |avm, ru|eo, regulations, and building code requirements so
as to
prevent accidents or injuries toperoonsonoraboutiheP 'eoto|te. T'heCon�ocbzrehaU
clearly mark or t i i � of existing hazards, ' shall
.elevator 'Shafts, itairways, floor and wall openings and similar hazards. The Contractor
protective devices and s/�'/=u//uv�/mu:tneprogreeeoron�Yvorm. '
'
-All trenches, well barricaded, -and properly lighted at night. When Work requires closing of an area normally
=�d"x�. the Owner o the public, the Contractor shall furnish, erect, and maintain temporary
GENERAL COND0ONS.FOFlCNAt. RISK PROJECT. 21of42 JUNE2OO7` B]|TK3N `
barricades, and properly light the area. The Contractor shall comply with any directions and
public authorities |nUl�roopacL
7.20 The 'Confnaotnr shall- adher*0 to the rules, regulations, and interpretations of the North
Carolina — Department of Labor's Occupational Safety and ."e=.u. Sv='w=vs 'for the
Construction Industry (29 CFRPod 1926 as adopted in 13 NCAC 07F.0201, including 29
and '`'~'' `~~'^ ~=t. m95-12" through " 155 (Occupational Safety and Health) au well asall.
revisions and amendments to such standards or statutes as may occur throughout the
performance of the Work.
7.21 Any land-disturbing activity performed bv the Contractor |n connection with th oh�(
. �mp���aUemo�nc��o meoeu�sset ����e Con�o�Doou0en�` and any
additional measures which may be required in' order to ensure that the P 'eot is in full
compliance with the Sedimentation Pollution Control Act of 1973' as implemented by Title
15 North Carolina Administrative Code, Chapter 4, Sedimentation Control, Subchapters 4A,
4B and 4C, as amended (15 NCAC 4A, 413, and 4C), and as may be revised or amended in.'
the future. Upon receipt of notice that a land-disturbing ocUvitvioin violation of said Act, the.
[�ontrectorehaUbe responsible for onouhng.that oUsteps or' actions necessary to bring the
Project |ncompUanoeVvithaaidAotonapnonopUytoken.TheControctorehaUberempVnejb|e
U
for�pena|tie��ooeeeedpUrnuaDttoN.<�.(Sen.GtaL113/�0���hreopact�oitaVVorh,and
shall indemnify and hold harmless the CMAR and the Owner from all costs and'expenses,
including attorney's fees and costs of defense, arising out of or related to the enforcement
of the Act against any party or person described in this Article.
7.22 The Contractor shall designate e responsible officer oremp| * 'ae
'
inspect r..
whose duties shall include accident prevention on the Project anwell- ae implementation the Contractor's safety measures and safety programs on the Project., The ' nena of the
safety inspector shall be made known to the C AR ot the pre-construction oonfenance`
7.23 In emergencies affecting the safety of persons.-the Work, or property at the.. '�a��
adjacent the Contractor is obligated to act in the Contractor's discretion to prevent
threatened damage, injury, or loss. As soon as practicable, thd Contractor shall
notify the
C8AR of such emergency. The Contractor shall give thmCKAR�pnomotvrK1an notice of
any significant changes in the Work or deviations from the Contract Documents omueedby
such ennerQancy. If the Contractor believes that additional work done in* an' emergency
entities the Contractor to an increase in the Contract Price or an extension of the Contract
Time, the Contractor may make a c|oinn therefore as provided in Art|V\ea 14 and/or .15 of
these General Conditions.
7.24 Tho �um Contractor at all times accumulation of wesi
a
materials or rubbish caused by the Work. At kaao1
- at / completion .of'the
Work, the Contractor shall remove all waste materials and
rubbish' attributable to the
Co, ntro�o['s Work from and about the Project. At the completion . th� VVork'- the
Contractor ahoU remove all too|a, construction .equipment. machinery, and surplus
materials. The Contractor ehe|| leave the Work in condition for occupancy by the Owner
such that no cleaning or other operations are required. Material cleared from � the Project
and deposited on adjacent property shall not be considered as having been disposed of
satisfactorily. If the Contractor falls bo keep the Project deanondfreeofwaetamaterio|eor
rubbish, fails to satisfactorily clean-up weekly orai the completion of the Work, the CK&AR
'
may do so 'and the costs thereof may be deducted from any amounts due or to become
due the Contractor.
�
7.25 Utilities, temporary and signs be'provided as described in, the Contract Documents... Absent a contrary direction in the Suoommentom' .�he '
` '
'..JUNE `
-GENEF�\LCONO[T|[�N@F[�R�(�yW/�FFUS�� PROJECT � 22of42� � � � 2OO7E0[TKJN
'
'
shall pay all bills for its consumption ofwater, or other public utility service to the
Project site.
77.26 The Contractor shall indemnify and hod the' M the Owner; the' ' the
Designer's consultants, and their respective and employees harmless
against all ooa1e, damages, and expenmes, including ottorn , afeeo and 000b* of defense,
arising out of claims by any separate contractor or by any Sb
---~~''~~~~'' or supplier ^engaged by or e"'por"" by the'Contractor or ='p'"xev by any
of the Subcontractors claiming him, including without limitation damages, |onoeo,
and expenses nhminQ out oforrelating bo any inconvenience, delay' interfensnoe, or other
action. or non-action of the Contractor or the Contractor's Subcontractors on the Project.
The Contractor acknowledges that should the Contractor or or oOy of the Contractors
Subcontractors be damaged by any breach of contract by any other separate contractor on
the Project, the Con �ador may invoke applicable. dispute resolution procedures with said
.
other separate contractor.
.
7.27 prio*r to completion of the Work and Final Payment of the Contract Price' excepting only
those portions ofthe Work deemed accepted in accordance with the Contract ocuments.
the Contractor ehoU have charge and cans of the Work, and shall take every precaution
against injury or damage bo any party due tothe'eoUonofthe -e|emeOtuor from any other
cause, whether arising from the execution or from the non-execution of the Work. The
Contractor shall, as required by the C��AR. rep|aoe, rebui|d, repair, nentona, and make good
all injury or damage to any portion of the Work occasioned by any of the above coVeea
before Final Completion and shall bear the expenoeothenooL
.
' 7.28 In event that the Work, or any portion thereof, is suspended at any time pursuant to an
order of the Owner, the Contractor shall obey all instructions of the Ck8AR regarding
storage of materials, drainage, protection of the Work, and erection of temporary structures
during the suspension period.
7.29 The. CMAR 'shall be responsible for the coordination ofthe Work of the separate
contnautors�, both as to space and time. The CMAR shall incorporate the
�
Construction Schedule into the Master Schedule and coordinate the implementation of the
Contractor's Construction Schedule. The CMAR oho|| also coordinate close-out of the
Project, including but not limited to all testing, |napection, uertifioabona, and approvals
required by public agencies.
The Contractor shall notify the CMAR promptly of any event or condition which could affect
the conduct or" progress of the Work and shall Pooperate fully with theCK8/\R and all other
separate contractors on the Project site.
.
7.30 The has delegated to the CK8ARaU of its duties to coordinate 'and to. expedite the
\Nurk'not'expresak/ reserved to the Owner bvother provisions of the Contract Documents.
7.31 All Work performed pursuant to the Contract Documents shall conform in all respects to the
North Carolina State Building Code and all other state, local, and national codes in effect at
the time of and applicable to this Work.
7.32 The CMAR shall coordinate and supervise the installation of all sleeves, inserts, chases or
other components of the Work needed for mechanical, plumbing, electrical or other work by
'`ihe various contractors. The responsibility for exact location of such items shall bathat of
..the mechanica, plumbing- a|mcthuoi or other prime contractor that requires the item for
passage or support of its work. Gonerally, th6mechankca|, plumbing, electrical or other
�
contractor that requires such items for support or passage of its work shall set its sleeves,
Inserts, chases or other devices. If necessary hz maintain the progress ofand.comp|etaits
� �
BENEF�\LC[]�0[OONGFOFlCK84J'FO8>�PF�OJEC�' 2@of42' � � '� � � JUNE'2OO7EDD]DN
`` '
Work, however, the Contractor may be required to build or set sleeves, - inserts, chases or
other components of the Work needed for mechanical, plumbing, electrical or other work by
other contractors.
7.33 The Contractor shall be responsible for permanently fixed service facilities and systems in
use during progress of the Work and shall. strictly adhere to the following procedures:
a) 'Prior to acceptance of the'Work by the Owner, the Contractor shall remove and
replace any part of the permanent building systems damaged through use during
construction.
b) Temporary filters shall be installed in each of the heating and air conditioning units,
return air grilles, and other locations to prevent intrusion of dust, dirt, and debris
during construction. Temporary filters shall be removed 'and replaced with new
filters immediately prior to Substantial Completion.
C) Extra effort shall be maintained "to keep the building clean and under no
circumstances shall air systems be operated if finishing operations are creating
dust in excess of what would be considered normal if the building were occupied.
d) When the permanent lighting system is*used during- construction, lamps shall be
replaced and shall be new on the date of. Substantial Completion.
ARTICLE 8. OWNER
8.1 The Owner shall issue communications and notices to the Contractor thrg'ygh the CIVIAR to
the extent contemplated by the Contract Documents.
8.2 In case of termination of the employment of the Designer, the Owner shall appoint as
Designer a qualified person who shall have and'assum.e all rights and duties held by the
original Designer.
8.3 The Owner shall have the right to take possess'16 n of and use any portion of the Work
notwithstanding the fact that the time for.completion of such portion of the Work may not
have expired, but such taking possession and use shall not be deemed an acceptance of
any Work not completed in accordance with the Contract Documents.
8.4 A waiver an the part of the Owner of any breach of any part of the Agreement by the
Contractor shall not be held to be a waiver of any other or subsequent breach.
8.5 The Owner shall pay all permanent acreage fees, governmental impact fees, and meter
deposits for permanent utilities.
ARTICLE 9. . CONSTRUCTION MANAGER
9.1 The Owner has engaged the CMAR for the purpose of (I) 'assisting the Owner and
Designer in developing and administering budgets and cost:bontrols, (H) in evaluating
constructability and value engineering proposals, (ii!) in establishing and maintaining a
critical path method (CPM) schedule, (iv) in coordinating and/or 'expediting all Work on the
Project,. (v) in coordinating all Work on the Project with other projects being constructed by
the Owner or others adjacent to or near the Work, .and .(vi) for such other purposes as the
Owner may deem appropriate.
GENERAL CONDITIONS FOR CIVIAT RISK PROJECT* 24*6f 42 JUNE 2007 EDITION
ARTICLE 10. DESIGNER
10.1 The Designer is charged with responsibility. for preparation and interpretation of the
Contract Documents. The Deogne�adoo�|onmre|ebngtooestheUc[natbaroahaUbefinoi
.
10.2 All Work completed under the Contract Dobuments shall be subject to review by the
Designer. No Work katobe covered without the Designer's rmv�vvor prior authorization.
Any Work so covered without the Designers review -or prbr authorization shall be
uncovered at the Contractor's expense. The Contractor aho|| notify the CK8AR in writing at
least twenty-four (24) hours in advance of covering onyVVork.
.'
10.3 The Designer shall not be nsodono|bka for the construction mneano, methods ' techniques,
sequences, procedures, or the safety precautions and programs incident thereto, and shall
not be responsible for the Contractor's failure to perform the Work |n accordance with the
Contract DuoUmeDtm, but shall be entitled to enforce any requirements in the Contract
Documents opeoifv/ngpa�iou|armaann.mathod�,techn|quao.sequences, orprocedures.
10,4 The Designer shall be ah Owner's agent 'during the construction period. The dudea,
responsibilities and authority of the Designer" as the Owner's representative during
construction are oo set forth in the Contract Documents.
ARTICLE 11. TESTING AND SURVEYING
11.1 Laboratory and field tests to determine compliance of construction with the Contract
Documents shall be made by the Owner or testing consultants employed by the Owner
except those required elsewhere in the Contract Documents to be paid for by the
Contractor. The costs and expenses of providing samples for and assistance in any testing
shall be borne by the Contractor and are included in the Contract Price. Any Work in which
untested 0obario|a are used without approval or written permission of the CK8/\R and the
Designer shall be removed and replaced at the Contractor's expense. Work found to be
unacceptable or unauthorized vv||{'not be paid for ond, if directed by the CK8AR, shall be
removed and replaced at the Contractor's expense. Unless otherwise deoignated, tests in
accordance with the cited standard methods ofAGTyN or other generally recognized or
specifically authorized methods which �are � uurpent on the date of advemuenont.for bids
ohaUbo made at the expense of the O�nar'provided, however, in the .,. ntthat after such
testing any Work is found to be defective ordoes not meet the requirements of the Contract
Documents, the costs of retesting such Work and the costs of inspection services shall be
paid by the Contractor. 8omp|me oheU be taken by o testing laboratory employed by the
[]vvne: All materials being used are subject to inopecbon, b*ato. or rejection 'at any time
prior to or during incorporation into the VVork. - Copiee of all Owner test reports will be
furnished to the Contractor ot its written request. Copie' of Contractor test reports shall be
furnished bz the CK8AR upon written request.
�
11.2 The CMAR shall have the right to deduct the costs of additional testing as described in
paragraph 11.1 from any money due or to become due the Contractor; or if no money is
due the Contractor, the CMAR ehe|| have the right to recover 'these costs from the
Contractor, from its sureties, or from both.
11.3 All layouts and surveying shall be accomplished by properly qbalified personnel duly
ARTICLE 12. SEPARATE CONTRACTS
121 It is expressly understood that the CK8/\R an
or engage other separate contractors �oper�rn�VVork the pro�x�vvhooevvork
mN|���m�s�u���yo�sequentially with the ���t����t�.
`
.
GENERAL CONDITIONS FOR CM AT RISK PROJECT `25of42 � ' JUNE 2OO7EDITION
Contnsctor. shall be necessary for the Contractor to coordinate construction activities with
such other contnactora, particularly vv� work respect to eocaeo hm �dx areao' storage of
matadohs;and use of elevators and ot ercommonfoo|QOam.ThaCmntnaotormha\|di|igently
and in good faith cooperate with the CyNAR' the Owner, the Designer, and all other
contractors with respect to such matters and shall regularly and faithfully attend any and all
meetings called by the [)K8AR with respect to such matters. Any disputes between the
Contractor and any other separate prime contractor with respect to such matters shall be
resolved in accordance with the claim and dispute resolution procedures in'the-Agreement.
ARTICLE 13. CONTRACT TIME
13.1 Within fourteen (14) days after* initial receipt of the Construction Agreement by the
Contractor for signatures, the Contractor shall prepare and submit to the CMAR for review
and approval apns|i'ary<�ontnacto�a(�oOetn�oton8chadu|e�vthaVYorkpurouont
nn the
requirements stated in the Contract Documents.
13.2 Within fourteen M4\ i
Contractor for S*ig natures, 'the. Contractor shall submit to the CMAR a Submittal Register
listing all Submittals the Contractor is required to make or proposes to make under the
Contract Documents, the dates on which the Contractor proposes to make such Submittals
and the dates by which the Contractor reasonably requires a response from the CMAR and
the Designer with respect to each Submittal. The dates submitted shall be incorporated into
the Contractor's Construction Schedule as Completion Dates when they have been
approved or modified by th6'Owner i . The CMAR and the Designer shall not be required to
review any Submittal from the' Contractor until a Submittal, Register acceptable to and �
approved bv the CK8AFl has been..oubmittedby the Contractor.
13.3 Not later than thirty (8O1 � ' '' �
--" ,'-, �gyn�YoUovYng o��cVUoO and delivery of the Construction
Agreement by the CMAR to the Contractor, the CMAR shall deliver to the Contractor
Notice to Proceed. The Notice b} Proceed shall mtate.e. commencement date on which it}m
expected that the Contractor will begin the Work to be performed under the Agreem ent.
The Contract Time shall. be meeuurmd* from said .specified commencement date.. The
commencement date stated in the Notice to Proceed shall not be earlier than three (3) days
after the Notice to Proceed |o�eryadon the <�on�aubor.
If, other than by mutual `
' . said
(30) days'after the date of execution and delivery'of the Agreement from the CMAR to the
Contractor and the Contractor believes said delay justifies an increase in Contract Price
and/or an extension of Contract'Time,- the Contractor may make a claim therefore as
provided in Article 14 and/or Article 15 of these General Conditions.
No Work shall bedone prior ho the date specified in the Notice toProceed
The Contractor shall submit a final Contractor ' Construction Schedule for approval by the
CMARnolater than fourteen (14)days after issuance of the Notice toProceed. No
payments shall be due the Contractor until this schedule |o approved bv the CyWAR.
13A The Master Schedule is a Contract Uocurient' ' Contractor represents that the Master
Schedule has been reviewed in'detaU and taken into account in preparing its bid. The'
Contractor's Construction Schedule shall be incorporated into the CM/ s Project
Schedule. The Contractor's Construction Schedule shall include all of its activities which
impact, limit, or.otherwise affeot'the�Um completion of the Project as shown in the
K800barSchedule, and oUof the ac�vUma*pf ' mwhich impact, limit, orotherwioasffecL
.the ntart, duration, or completion *of*the Contractor's activities. The Contractor. further
thatthe can and will oonn each time shown � that. the � �� ' � ' `
�
GENERAL CONDITIONS FOR CM � AT RISK PROJECT' `2O -of �42� ' JUNE 2OO7EDITION
� �
that'aotivitv on the Contractor's Construciion Schedule. Time is of the essence with respect to each such activity and Completion
13.5 If the Contnador au bm no a construction �� progress n�m or
document
that indicates or otherwise expresses,*an intention to achieve completion of the Work prior
to any Completion Date required by the.Contract Documents or prior to i�� the (�on�ectTime, noUabUi of the (�yW/\[�ho the (�on�acborfor any failure of the 'Contractor to
mo complete the Work shall be created orimplied.
'
13.0 If the Contractor, for naaoone'bevo delayed beginning any
activity, activity, the Contractor shall, nevertheless, have the same number of days as �r shown in
the Master Schedule for the achvity,'and the affected activity and oodvUx
that iodepend�nt upon that activity ohoUbeocUVoted accordingly; pz`ided'---'" any time
^
ths�[|MAF�bvrneanoofa Change Onde�may 'require the Contractor bo work overtime, bo
increase labor forces or to take a
ny.nec0000ryorappropdgteadiontodecreaae the time
required for any activity, and the Contractor shall be entitled to an acUuotnlent in the
Contract with
13.7 At any time, the CMAR may'order the Contractor, on seven (7) days written notioe, to begin
any activity earlier than the starting date shown on the Master Schedule.
13.8 Should the Contractor fall to start �e start date shown in the Mast
Schedule or as � may have been adjusted in' accordance with paragraphs 13.6 or 13'
above, or become delayed, the Contractor shall, without being entitled to any increase in
the Contract Price or other compensation, work overtime, increase labor forces or take
-such other action as may be necessary or appropriate to complete the activity by the
Completion Date shown on the Master Schedule, or as such Completion Date may. have
been adjusted.
13.9 The CMAR shall monitor progress of the Work at all times and the Contractor shall.
cooperate with such monitoring and provide any and all information with respect to thd
progress of the Work and scheduling aa the CN1AF{ may reasonably require.
13.10 On a monthly baeio, in consultation with the Contractor, the CNYARohaU revise '�
Ul� � Master -
Schedule, showing any adjustments made in accordance with paragraphs 13.6 or 13,
ebove, by any Change Order, the pnognaaa of the Work, and any days gained or days lost
vvithrespect to any activity, and shall furnish copies thereof bo the (�ontraobor. -'- --
13.11 Should any monthly revision of the Master Schedule show that the Contractor ie behind on
any activity, the late completion of which could delay Substantial Completion of the VVod«'
the CMAR shall be entitled to withhold from the next Progress Payment due the Contractor
an amount sufficient to reimburse the CK4AR for any and all delay damages, should
Substantial Completion be delayed by the ooma number of days that the Contractor is
currently behind schedule. |f, subsequently, the Contractor's progreaa, as shown by any
succeeding monthly revision to the Master Schedule, is such that the anticipated delay no
longer exists, the CMAR shall pay with the Progress Payment next. due to the Contractor
such amounts aa have been withheld in accordance with this paragraph.
13.12 The CK8AR shall have the dohtto Work, hire labor
equipment, subcontract ' 'employ --''~'^
/pmmau parties, or that the CMAR deems necessary
or appropriate to remedy or ouna any delay by the Contractor in the pnzgroea of the Work. `
Such action by the CMAR shall not, in any way; affect, void or limit any warranty, guaranty
or other reeponoibUityof the Contractor under the.ControctDocuments. Such -c�onmay
betaken by the CWAF only after. three (3) days written notice to the Contractor, All costs"
.incurred by the CMAR'In taking any such �
�
action oheU b� charged to��h� Contractor and
deducted from any amounts remaining due uhder the Agreement.
GENERAL CONDITIONS FOR CMATRISK PROJECT 27of42 � JUNE 2OO7.EOFO N
13.13 The Contractor may be entitled to an extension of the Contract Time (but no 'increase in the
Contract Price) for delays arising from unforeseen causes beyond the control and without
the fault or negligence of the Owner, the Designer, the CMAR, the Contractor or the
Contractor's Subcontractors as follows:
a) Labor disputes and •strikes that directly impact the critical path activities of the
Master Schedule;
b) Acts of God,..tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that
damage completed, Work or stored materials'.
C) Acts of the public enemy; acts of the State, Federal, or local government in their
sovereign capacities.
d) Abn'ormal inclement weather as define*d in Article 13.14.
13.14 On any day that the Contractor considers that the Project is delayed by adverse weather
conditions; the Contractor shall identify in writing to the CMAR the adverse weather
conditions affecting each activity, the specific nature of the activity affected, the number of
hours lost, and the number of and identity (by responsibility or trade) of workers affected
and shall obtain from .the CMAR written recognition of the delay. The time for performance
of this Contract Includes an. allowance for a number of calendar days which may not be
suitable for construction Work by reason of adverse weather. The Contract Time will be
extended only -if the ' n * umber of calendar days of adverse weather recognized by the CMAR
exceeds -the number of -inclement weather days set forth below, and the Contractor
demonstrates how this adverse weather impacts activities on the critical Oath of the.Master
Schedule.
Month Number of Inclement Weather Days
January 7
February' 6.
.March 7
April •6
May 7
June . .6
July 8
August 6
September 5
October 5
November 5
December 9
13.15 If the Contractor believes that the progress of the Work has been adversely affected by
adverse weather recognized by the CMAR during a particular month, the Contractor shall
submit a written request'for. extension of time to the CMAR. Such a request for time
extension of the Contract Time shall be submitted by -the tenth (10th) day of the month
following that month in. which the adverse weather is encountered. The request shall
include, but is not limited to, the following information:
a) Detailed description of weather's effect on scheduled activities and its net effect on
the critical.path of the Project, and
b) Weather records from the official weather station nearest the' Project s ' ite* and
records of actual observation as contained in daily reports, -correspondence, or
other documentation.
GENERAL CONDITIONS FOR CM AT RISK PROJECT 28 of 42 JUNE 2007 EDITION
13`16 `�he Contractor specifically 'recognizes that a ' . actor in achieving any
Completion Date can have the effect of delaying the Substantial. Completion of the Project,
or could- force the CMAR to accelerate the Contractors Work or the work of other
contractors. ' - Such delay in achieving a Completion Date will necessarily cause darnages,.
losses, an~ expenses to the CMAR, Including, but*not limited to and by way of illustration only, liquidated damages
increased - and extended Project overhead, increased fees
increased -and extended operation costs ofotherfao|Ki'� increased rd�costs and -loss ----`
prod bonem and may recovered ' the Contractor
and.� the Con�mc1oriabonded.�u surety.
' -
'
13.17 The, sum for liquidated damages payable to the Owner is the amount stipulated in the
CMAR Contract and reasonably estimated in advance to cover the losses to be incurred by
the Owner by reason of failure of said CMAR and the Contractor(s) to complete the Project
ARTICLE 14. CHANGES IN THE WORK
14`1 Without invalidating the Contract Documents, CNAR0ey ' at any time, nr from time' -to time n� order additions, deletions, or revisions in the Work, aid odditiuno ' -deletioOa' or
revisions shall be authorized only by written Change Orders, Construction Change [inaotivea or Field Orders. Upon receipt ofo Change Order, Construction Change Dire--'e
.or Field Order, the Contractor shall proceed with the Work involved. All such Work shall be
executed under the applicable conditions of the Contract [ocun K any change causes
en.|ncreoaw or daoreooa in the Contract Price end/or on euten ion or shortening of the
Contract Time, acUbat0oOby shall be made as provided in Article 14 and/or Article 15 of
these General Conditions.
14.2 If possible, Work shall not begin on any change oreUeratkoh to the until 6 - n
Change Order � executed oe�ingany change � the -Contract Pr�ao Co�ra��Time. ''—n
the event the Contractor and the CMAR cannot agree that an adjustment to the Contract*
Price or the Contract Time is warranted, or cannot agree on the appropriate adjustment to Contract Price or the Contract Tna.' in order to expedite
the'VVorh ond'avoid or
minimize delay in the Work that might effect the Contract Price or boOtract T|nle' the
Contractor shall, ifoo directed bythe CK8AFtin writing, nevertheless proceed with the Work,
and any.ad|uatmentto the Contract Price or Contract Time ahoU be negotiated. bythe
parties at a later date' utilizing the dispute resolution procedures under this Agreement �
naoemnmr� An>(dg|m for an adjustment in{�oOtroot Price or<�ontnaut Time, �n~de�ned|n-
the ��onatructionChange Directive, ohoU bepronnp�vmnodeinwri�nginacc--anc�vv�h
the procedures da5nedin/\�|o|e15.2of these CSenm '|Conditions.
-�-
14.3 The Designer, change's or alterations in the Work not involving change in the Contract Price or in the Contract Time and not inconsistent with
may - accomplished - �rdor Contract Documents ^--~-~~
the surety. the Contractor believes that-any minor change the Designer
entitles the Contractor toem increase in the Contract Price and/or an extension of Co----- Tlne the Contractor may make a claim therefore oaprovided in Article 14 and/or Article 15
of these General Conditions.
�
14'4 � or property, no change shall � ' '
life made by the -
Contractor except upon prior written Change Order, Construction Change Directive'pr. Field
Order authorizing such change.
� ' `
29of42 � JUNE 2007 EDITION
14.5 Increases in the Contract Price and/or extensions of the Contract Tkne.for Work
performed by the Contractor ehd| only be in accordance with written Change Order or
Construction Change Directive a|gnodbvtheCMAR. The Contractor shall not baentitled
-to additional time o- to additional compensation for'anyVVork ehornled o material
supplied which is claimed to have been authorized or settled by an "ovay' ohonge, or by o
"uonatruoUve"or"imp|ied" change, orbna course of conduct, nrbv any acOonbrnon-action
[�
by the* yNAF<. or any other penaono, or by any means whatsoever ' othsrlhan by a written
Change Order nr Construction Change Directive for such Work ormaterial signed by the
14]6 Changes in the Work resulting from emergency shall not invalidate the Contract Documents
nor release the surety if the Contractor kabonded.
14.7 The CMAR shall not Le responsible for verbal instructions which have not been confirmed m writing, and mno case shall such instructions be interpreted as permitting a departure
from the Contract Documents unless such instruction is confirmed \n writing and sV�porbad
by proper Change Order, Construction Change Diroc�ve or Field Order, whether � or not
the cost is affected.
14.8 If the Contractor is bonded. the CK8AR, in its sole discretion, require that the
Contractor notify the Contractor's oumUoa of any changes affecting the oa)ena| scope of
'the Work or change in the Contract Price, and that the amount of applicable bonds shall be
adjusted accordingly. If this requirement is exercised, the Contractor shall furnish proof of
such adjustment CM
AR.
Jfthis requirement is exercised, the Change Orders and Construction Change Directives
snoo require written* consent of the Contractor's surety. At the time of signing a Change
Drder, the Contractor shall be required to certify mafollows:
` l certify that all sureties hav� been notified that 0y contract has been altered by
` *the amount ofthis Change Order or Construction e Change copy
�ofth
. approved Change <�hangeDirective will be mailed to
� .
all sureties upon its receipt bvmm."
If this requirement is exercised, no payment to the Contractor on account of any Change
OrdororCenetruntioDChangoDireotiveohaUbecomedUoorpayab|euhti|wdttenevidonoo
'
of the ourety'5 consent to the Change Dndo, or'Conatnucbon Change Directive has been
furnished to the CK4AR, and thafurniohing of.such written consent ia 000nd\tion precedent
to such payment.
14.9 The Contractor oheU support all requests for Change Orders vvith o detailed co t
breakdown showing coat of materials', labor, equipment, tronaporUabon, other itenls.
Contractor'ooverhead and profit, and total cost, in accordance with methods defined in this
Article, and' if the request seeks on extension of the Contract Time, with a time-related
diagram which demonstrates specifically why an increase in construction time is needed.
*�
14.10 �VVhenorequea for a Change Order involves e Subcontractor, the Contractor shall provide
'
quotation from same on Subcontractor's |etterhead..The Subcontractor's quote shall list
0ateria|o, equipment, and labor separately, and show overhead and profit in the manner
provded in paragraph 14.8. %
ARTICLE 15.' CHANGE OF THE CONTRACT PRICE
The 'Contract Price constitutes the total cornpanaaUpn to -the Contractor for
performing �o||VVurh und�r th� Contract [)onurnontm. All duties,.- responsibilities,' and
GENERAL CONDITIONS FOR CM AT RISK PROJECT* 30 of 42 JUNE 2007 EDITION
obligations assigned to or undertaken by the Contractor shall be at its expense without
change in the Contract Price. The Contract Price may only be changed. by a Change Order.
15.2 Any claim for an adjustment in the Contract Price shall be in writing. Written notice of any
event, action, or non - action which may become the basis of a claim shall be delivered to
the-CMAR within three (3) days of the occurrence, or the beginning of the occurrence, of
any such event, action or non - action giving rise to the claim. Such written notice is a
condition precedent to the making of a claim, and such notice shall describe the basis of
the potential claim with reasonable detail and clarity.
A claim shall be made in writing and shall be delivered to the CMAR no Pater than fourteen
(14) .days after such notice. The claim shall describe in detail the basis for the claim,. with
specific reference to any provisions of the Contract Documents, by paragraph, drawing
number, or other specific identification, and shall state the amount claimed and how it is
calculated. If the Contractor, at the time the claim is made, is unable to state the amount
claimed with accuracy, the Contractor shall so state and provide the estimated amount and
the basis on which the amount is to be calculated. At the earliest date practicable, but in no
event more than thirty (30) days after Contractor's notice of claim, the Contractor shall
supplement the claim with an accurate statement of the amount claimed and how it has
been calculated. The Contractor shall provide, in writing, in support of the claim all such
explanations, arguments, data, receipts, expert opinions, or other documents or information
as the Contractor deems appropriate to be considered in support of the claim. A claim may
properly be rejected by the CMAR by reason of the Contractor's falVe to submit adequate
or accurate documentation or information, except that within seven (7) days after being
given notice that the claim has been rejected on. this basis; the Contractor may submit
additional documentation or information. No claim for a change of the Contract Price shall
be considered or granted (except solely at the discretion of the CMAR) unless a claim is so
made, nor shall the Contractor be.entitled to any. increase in.the Contract Price unless the
Contractor has given notice and made such a written claim .within the times required. The
CMAR shall decide, after obtaining the advice 'of the Owner and the Designer, .whether an
increase in Contract Price is warranted, and • the amount of. such increase shall be
determined as provided in paragraphs 15.3 through. 15.4, below. Any change in the
Contract Price resulting from any such claim shall be incorporated in a Change Order.
The CMAR shall advise the Contractor of its decision with respect to the claim within thirty
(30) days of its receipt, or of the receipt of additional documentation. or information if the
absence of such has previously been the basis of rejection of the claim. Any claim on which
the CMAR has not provided its decision to the Contractor within the applicable time period
shall be deemed denied.
If the Contractor is not satisfied with the decision of the CMAR, the Contractor may within
seven (7) days of receipt of the CMAR's decision initiate the mediation . process as
described in Appendix A to these General Conditions:
15.3 In determining the amount of a Contract Price adjustment, .the parties shall apply the
following methods, as appropriate:
(a) Change in Work: The CMAR and the Contractor shall negotiate in good faith and
attempt to agree upon the value of any change (extra or decrease) in Work prior to the
issuance of a Change Order covering said Work. Such Change Order shalt set forth
the corresponding adjustment to the Contract Price. In the event the CMAR and the
Contractor are unable to agree, the CMAR shall grant an equitable adjustment in the
Contract Price.
(b) Emergency Work: In the event of emergency . endangering -life..or property, the
Contractor may be directed by the CMAR to proceed on a time and material basis,
GENERAL CONDITIONS FOR CM AT RISK PROJECT' 31 of 42' JUNE 2007 EDITION
whereupon the Contractor shall ou proceed — and heen � such form oomay
be required |account of ' oUproper ��
voen,
payro|o, and supporting data therefore.
together
15/4 Where the Contract is to the following limitations shall / in
determining the onnzuntof �
(a) In the case of extra or emergency work, the Contract Price shall not be increased by ' ^
work plus ten percent (1D96)of such net cost on Work performed by the Contractor and
five percent (5%) thereof on any subcontracted Work for overhead and profit combined.
(b) In the case ofadecrease in Work, the Contract Price shall not be decreased bv|eaa
than the net cost of the deleted VVorkplus five percent (596\ of such direct net cost for
pro�tandowarhaad. ' ' '
.
The term 'net cost as used herein shall include, as e, and shall be limited to, all
direct labor, direct mateho], direct equipment, labor burden, eo|an toxeo, shipping and
handling charges, permits and fees, and insurance and bond premium ocUuatnenta,�any,
attributable to the change. All other items of cost ohaU be considered -o overhead and
covered bythe percentages allowed iO sections (a) and /b\of this paragraph.
The Contractor shall -a method by which the
direct net cost was calculated, and shall provide all data needed to support the calculation
of the direct net cost, all ina form acceptable b» the CN1AR.
ARTICLE 10. UNFORESEEN CONDITIONS
16.1 Should the Contractor encounter unforeseen conditions at the Project site
differing from thone ohown*oD the|D or indicated in the Specifications 'or differing
`^
materially from those ordinarily encountered and generally recognized as inherent in work
of the character provided for In this Agreement, the Contractor shall immediately, and in no
event more than three (3) days later, give notice to the CMAR of such conditions before
they are disturbed, The CMAR shall thereupon promptly notify the Designer and Owner
and investigate the conditions. The'CMAR shall as soon as practicable request that the
Designer make'such changes* in the Dravvings and/or Specifications as the CIVIAR and the
Contractor believe are necessary -- continue the Work. Any "crease or decrease ".the
Contract Price resulting from such changes ohoU be adjusted in the manner provided
herein for adjustments oato extra and/or additional Work and changes. The CYNARshall
not be liable or responsible for additional work, 000tn, or changes to the Work that could
have been reasonably determined from any reports, surveys, and analyses made available
for the Contractor's review orthat could have been discovered by the Contractor through
the performance of its obligations pursuant to the Contract Documents.
ARTICLE 17' CORRECTION OF WORK BEFORE FINAL PAYMENT
17.1 The Owner and the CK8AR -have-the authority to stop or suspend Work and to order Work
removed or to. order corrections of defective Work or Work not in compliance with the
Contract Documents where such action may be necessary to ensure successful completion
of the Work.
` '
work, materials, fabricated items, or-other parts of the.Work which have been found bv
the <�K�AR, the [Jwx\er:orthe*Oeeignarto-be defeobVe or not in pcoordenco*vv�h. '
�
Contract Documents shall 'bocondemned and shall ba removed from the Project
Con�aotor, and hnrnedkab�y reoaced by -new Work in accordance vv�H � ' the
GENERAL CONDITIONS FOR CK8AT RISK PROJECT -32of42' 'JUNE 2007 EDITION
. '
Documents atno additional cost to the CMAR. Work or property of the Owner urothers
damaged or destroyed by virtue of such condemned VVod« mhoU be mode good at the
expense of the Contractor.
Correction of condemned Work described above shall be commenced by the Contractor
within twenty-four (24) hours ofb» notice from the <�K8AR aheU be pursued to
completion. Should the Contractor fall to proceed reasonably with the above-mentioned
corrections, the CN1AR may, 1hnym /3\ days after the notice specified in the preceding
sentence, proceed with correction, paying the coat. including costs of uncovering such
condemned Work, of such corrections- from amounts due or to become due to the
Condemned Work removed shall bethe property of the Contractor and shall be removed
from the Project by the Contractor within ten (10) days after notice to remove it, and if not
then removed, thereafter may be disposed of by the CMAR without compensation to the
Contractor and the cost of such disposal shall be deducted from amounts due or to become
due to the Contractor.
Should the cost of correction of the Work and, if applicable, disposal of the condemned
Work by the exceed the amount due or to*beuome due the Contractor, the
ContnaotoroOdtheContractor'asUret000hoUhe|igb|ehJraOdahaUpaytothgCK8ARthe
-amount of such excess.
ARTICLE 18. CORRECT{�N�JFV��������F� '�0 i COMPLETION; �0ARRAN�ES AND
GUARANTIES
' � __ —.^...�~~
18.1 No certificate of completion bv any party, Final Payment, occupation ofthe premises by the
Owner, any provision of the Contract Documents, or any other act or instrument ofthe
CM/\R. the Owner or the Designer ahc8| relieve the Contractor from responsibility for
negligence, defective material or worh0onShip, or failure to comply fully with the Contract
18.2 The Contractor ohmU, at the Contnacto�a sole cost and expense, nnehe all necessary
repairs, replacements,. and corrections of any nature or description, interior or exterior,
structural or non-etructuna!, that shall become necessary by reason of defective
m/o[k0onah|p or materials which appear within a period of one U.\ year from the date of
Substantial Completion and acceptance of the Project by the Owner; provided, however
that notwithstanding the preceding, if any longer guarantee period is specified for any
particular materials or workmanship Under the Contract Documents, or Under any
subcontract, orin connection with any manufaotu[�d unit vvhich|ainatoUedin the pn�ect'or
under the laws of the State ofNo�h(�aro|iOa. the |ongprguarantee period shall govern.
18.3 |f, within any guarantee period,. repairs or changes are required in connection with the
Work, which are rendered necessary as the result of the use of materials, equipment, or
workmanship which are inferior, defantivm, or not in accordance with the terms of the
Contract Documents, the Contnsotor.ahoU' promptly upon receipt of notice from the CK8AR
and without expense 6z the {}K8AR:.
e\ Completely repair or replace the'VVork,ao that it conforms to the Contract
b\ Correct all defects therein;
�
c) Make good all damage which In the opinioni of the CMAR or the Designer, is the
result of the -use of materials, equipment, or.. workmanship which are inferior,
� d�e��o.or not in0000rdonc*e w�h�heternoof the C�ont�u�Oocume�s|and
�
�
GENERAL CONDITIONS FOR CK8AT RISK PROJECT 33of42` �� JUNE 2OO7EDFDON
c0 Make good Work or nocdoria[ ' any equipment or contents disturbed in
fulfilling any such guarantee.
If, in �
facility, therein or. requ* ired thereby, the 'Contractor. disturbs any work, - facility,, premises, or
construction belonging to the Owner, the Contractor shall restore such disturbed. work,
premises or construction _ - condition _ satisfactory _- to the Owner, and shall �
guarantee such restored work ta the same extent as if it were Work under the Contract
If the Contractor, after. noUce,*falls to proceed promptly to comply with the tornne of the
guarantee, the CMAR 'may have the defects cornected, and the Contractor and the
Contractor's sureties ahoU be liable for all expenses incurred. "Promptly" defined as
within twenty-four (24) hours for systems necessary to normal operation of the building and
within seventy-two hours for all other iha0a. All apedgi gUayonbaee applicable to
definite parts of the Work that may be shown in or required by Contract Documents shall be'
subject to the terms of this paragraph during the first year of the |�e of such special
guarantee. Manufacturer's standard guarantees or warranties which do' not comply with the
time limit specified herein shall be extended by the Contractor. automatically without further
action oD the part of the CN1AFl.
18.4 |n the eleventh calendar month after Substantial Completion of the entire Project, and at
the request of the CMAR, the Contractor, the CK8&R. the Owner and the Designer eheU
Onake' on inspection of the VVorhfor the purpose of identifying defective �rh0�Oahi�
and/or materials. If the Contractor, having been requested to do so by the CK8AR, fails *to
participate in such inspection, the Contractor shall be conclusively bound by any decision
or ruling by the Designer as to any defective workmanship or material and as to the
CoDtro6tor'a responsibility for its repair orreplacement.
ARTICLE 19. CMAR'S RIGHT T0DOWORK
19.1 If, dmingfheprogress of the Work or during any period of guarantee, the Contractor falls
prosecute the Work property or to perform any provision of the Contract Documents, the
CMAR, after.three (3)-days written notice to the Contractor from the CMAR, may perform or
have performed that portion of the Work and may deduct the cost thereof from any amount
due or to become due the Contractor. Notwithstanding any action by the CMAR under this
paragraph, all warranties and bonds given or to be given by the Contractor shall remain in
effect or shall be given by the Contnsctoc
Should the cost of such action by the CMAR exceed the amount due or to become due the
Contractor, the Contractor and the Contractor's sureties shall be liable for and shall pay to
the CyWAR the amount of such excess.
ARTICLE 2.0. PARTIAL PAYMENTS
20.1 Within thirty (30) days after initial receipt of the Construction Agreement by the Contractor for signatures the Contractor shall submit to the CMAR a Schedule of Values. The
Schedule of Values shall indicate the value of the Work, including applicable overhead and
profit, for each Division and section of the Project Specifications. The CMAR shall be
provided with the Contractor's- estimate papers, Subcontractor agreements, supplier
quotes, or other documents substantiating these values if so -requested in writing by the
after recn/pn or zneCMAM[o written request. The Schedule of Values mhoU be subject to
approval by the CK8ARand the Owner, and If the CK8AR and the Contractor cannot agree
upon the Schedule of Value S*. the Designer eh�U'prepore �' and the Goh�du|a of as
`
GENERAL CONDITIONS FOR CK8ATRISK PROjECT 34of42 � � � �� JUNEE *7ED[TKJN
prepared by the Designer shall be binding on the CMAR and the Contractor. No Request
for Payment shall be certified by the CMAR until the Schedule of .Values has. been
approved by the Owner..
20.2 Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the
CMAR a -Request for Payment for Work done during the previous calendar month. 'The
Request for Payment shall be in form of AIA Document G702 (latest edition), or-other
published document approved by the CMAR, and shall show substantially the value of
Work done (including the value of material delivered to the Project or stored by the
Contractor at• another site,, subject to the conditions hereinafter set forth) during the
previous calendar 'month, and shall sum up the financial status of the Work with the
following information:
a) Total Contract .Price, including any adjustment thereto made pursuant .to the
Contract Documents.
b) Value of Work completed and materials properly stored to date.
c) Less amount retained.
d) Less previous payments.
e) Current amount due.
J) Contract Price balance remaining.
The Contractor, upon -request'* of the CMAR, shall substantiate the Request for Payment
with invoices, vouchers, payrolls', or other evidence..
20.3 When payment is requested or made .on account of stored material's, such materials must
be stored on the Owners property or on such property otherwise designated in writing by
the Owner at such -places and in such a manner as may be designated by the CMAR.
However, if approved by the CMAR, and with permission in writing from the Designer and
Owner and under such circumstances as may be required by the CMAR and the Owner,
such materials may be stored ln'a bonded warehouse. Requests for Payment on account
of stored materials shall be accompanied by paid invoices, bills of sale, warehouse
receipts, or.' other documentary evidence establishing Owner's title to such materials,
evidence-that the stored materials are insured against loss and damage, and. such other
documentation as required by the CMAR. Responsibility for the quantity, quality, and
condition of such stored materials, whether stored on the Owner's property or away from
the Owner's property, shall .remain ' with the Contractor regardless of ownership or title. No
payment shall. be made on account of materials stored in a bonded warehouse unless the
Contractor has acquired written permission from the CMAR and the Owner for such storage
of materials and has complied'with all conditions set -forth in such permission regarding
such storage of materials in a bonded warehouse.
20.4 Any Request for Payment received by the CMAR on or before the fifth (5th) day of the
calendar month. shall be. certified for payment or returned for re-submission to the
Contractor on 'or before the fifteenth (15th) day of the calendar month.. The'CMAFTs
certification shall be for thei amount which was requested or that which the CMAR has
decided was justly due, and shall state in writing to the Contractor and Owner the reasons
for withhold ing'payment ofany or all of the amount requested.
20.6 The CMAR may. refuse* to certify all or part of any payment requested .for any
following -reasons:
GENERAL CONDITIONS FOR CM AT RISK PROJECT 35 of 42 JUNE 2007*ED'ITION
a) Refusal by the Designer to. certify or the Owner to pay a payment application by the
CMAR for Work by the Contractor.
b)• Defective Work not corrected.
C) Suits, actions, or claims of any character filed against the Contractor, or due to the
operations of the Contractor, or information or notice that a suit, action, or claim Will
be filed or has been made.
d) Information or notice that a Subcontractor or a supplier has not received payment
from the Contractor.
e) The balance unpaid of the Contract Price is insufficient to complete the Work in the
judgment of the CMAR.
f) Damage to the CMAR, the Owner or another contractor.
g) Inability of the Contractor to meet a Completion Date, including an anticipated
failure to meet a Completion Date entitling the CMAR to withhold anticipated
damages in accordance with paragraphs 13.11 and • 13.12 of these ' General
Conditions.
h) Failure to furnish Submittal as required by the Contract Documents on.-a timely
basis in accordance with the Submittal Register.
I) Such other reason as to the CMAR may appear prudent, proper, or equitable.
When. grounds for withholding certification have been corrected or removed, the CMAR
shall make any payment due with respect to such certification as a part of its next payment
after such certification.
20.6. No certificate of payment issued or progress payment made shall constitute an acceptance
of the Work or any part thereof.
20.7 The amount certified by the CMAR for payment shall be ninety percent (90%) of the value
of Work completed and materials stored since the CIVIARs last certification as shown on
the Request for Payment, less.any amounts not certified in accordance with* paragraph
20.4, and this amount shall be paid by the CMAR on or, before the last business day.of the
month, but payment shall not be past due if paid within fifteen (15) days thereafter. -
20.8 If the Contractor's Work has progressed in accordance with the Master Schedule as of a
target date mutually agreed upon by the Owner, the Designer and the CMAR, and the
Contractor has provided to the CMAR the written consent of its sureties to the cessation of
further percentage retention, the amount certified for payment with respect to subsequent .
Requests for Payment may, in the discretion of the CMAR, be one hundred percent (100%)
of the value .of -Work completed and materials stored since the CMARs last certification as
shown on the Request for Payment, less any amounts not certified in accordance with -
paragraph 20.4; provided, however, that the aggregate of periodic payments shall. not
exceed ninety-five percent. (95%) of the Contract Price.
ARTICLE 21. FINAL PAYMENT
21.1 Final Payment shall not be due to the Contractor until Final Completion.
21.2 Upon[ Substantial Completion, the CMAR in conjunction with the Designer shall prepare
and submit to the Contractor deficiency lists identifying all portions.of the Work which are
GENERAL CONDITIONS FOR CM AT RISK PROJECT 36'of 42 JUNE 2007 EDITION
shown at that time toba incomplete ordefective. Within thirty (30) days of receipt -of any
deficiency list, the Contractor shall complete and correct all items on that list along with all
other Work required to achieve Final Completion of the Work. At -any time prior to
completion of the period of warranty, the CMAR may submit to the Contractor s ' upplemental
deficiency lists, in which'case the Contractor shall complete or correct any and all new
items identified on the supplemental deficiency lists within the time period stipulated in
paragraph 18.3 of these General Conditions.
21.3 Thennekinoond- uccephancaofFinu shall constitute a waiver of all claims bvthe
CMAR except:
a) Claims arising from unsettled liens or claims against the Contractor. 6\ Defective Work ormaterials appearing after Final Payment.
C) Failure of the Contractor to perform the W o*rk in accordance with'tmContract
Documents.
d� As conditioned in the Performance Bond.
P) Claim smade prior to Final Payment which remain unsettled.
f) Amounts due arising under Articles 18 and 28 of these General Conditions.
o
�' 1 Claims for recovery of overpayment based upon incorrect measurement, estimate,
or certificate.
21,4 The making and acceptance of Final Payment shall constitute a waiver of all claims bvthe
*Contractor except those dginna previously made in writing pursuant to paragraph 15.2 of
these General Conditions and not finally resolved:
21.5 The CK8AFl-shall not berequired to make Final Poymantun|esm'and until Designer
hag certified based oDtheI}esigne/eobservations and information that all of the Work bv
the Contractor under the Contract Documents has been completed in accordance with the
_
Contract Documents, and (H) the Work by the Contractor has been approved by all federal,
,
state ond|000|aganoieehoving'urisd\cdon.
21.6 |ko* final Request for Payment shall be identified on its face as such and ehnU be
presented by the Contractor to the CMARvvithin thirty (30) daye -ofcomp(etion of the Work.
Final payment of the retained amount 'due the Contractor ohoU be made by the {}K8&Fl
within thirty (30) days after the later ofUlfull and Final Completion of all Work required of
the Contractor by the Contract Documents, and certification of such Work. in accordance
'with paragraph 21.5; 0i\ submission of the affidavits and other documentation required by
Article 22; (ii!) submission by the Contractor of a Request for Payment identified on its face
as final.
ARTICLE 22. Cg0TRACTORLSWB��ONTRACTOF�AN�� SUPPLIER �AFFIDAV�
22� The Final Payment due the Contractor on Documents of U�m Contract Doouan�a shall not
become due until the Contractor has furnished to the CK8AR: (A) an affidavit by Ule!
'
Contractor' signed, and notarized to the effect that all payments for rnederaio.
�
services, or for any other reason in connection with the VVod« or performance of the
Contract Documents have been satisfied and that no c|oin\e or -liens exist against the
Contractor in connection with the same; (B) edfidavito from each Subcontractor and supplier
signed, sworn, and notarized to the effect that (i) each such Subcontractor or supplier has
been paid in full bvthe Contractor for all Work performed and/or materials supplied.by ithl
GENERAL CONDITIONS FOR CK8AT RISK PROJECT 87of42
�.�
JUNE 2OU7EDITION
connection with the Project, and UU that all payments for moterials, oenduen, and for any
other reason in connection with the subcontract or supply contract have been' satisfied and
that no claims or |kano exist against the Subcontractor orsupplier in connection therewith;
and (C) the written consent of the Contractor's sureties to Final Payment. In the event that
the Contractor cannot obtain on affidovit, as required obove..from any Subcontractor or
supplier, the Contractor shall state in the Contractor's affidavit that no c(e|rno or liens exist
against such Subcontractor or supplier to the best of the Contractor's knowledge, and that if
any appear afterwards, the Contractor shall indemnify and save the CIVIAR and the Owner
harmless for all costs and expenses, including attorney's fees, on account thereof.
ARTICLE 23. ASSIGNMENTS AND SUBCONTRACTS
231 The Contractor shall not assign any portion of this Aoreement * sUbmJn�actthe VVorhiD
�a vv�houtthe phorvvr�banconsent uf the O - R. Except as maybe required under
terms of the bonds required by the Contract Documents, no funds or sums of money due or
to become due to the Contractor under the Contract Documents may be assigned..'
ARTICLE 24. - MEASUREMENTS
24.1 Before ordering material. or doing Work which is dependent for proper'size or installation
upon coordination with building conditions, -the Contractor shall verify all dimensions and
shall be responsible for the correctness of same. No consideration will *be given for any
claim based on differences between the actual dimens . ions and tKos'e indicated in the
Contract Documents. Any discrepancies between- the Contract Documents and the existing
conditions shall be referred to the Designer by the CMAR foradjustment before any Work
affected thereby is begun.
ARTICLE 25. CONTRACTOR AND SUBCONTRACT I R RELATIONSHIPS' '
251 Within thirty days initial receipt ofthe Construction Agreement bvthaContnach�
�ro�Da���the �n��� h�[ b0���e C�8R� list of the
names of Subcontractors and such other persons and organizations (inclOding those who
are to furnish materials or equipment fabricated to a special design) proposed for any and
all portions of the Work. The Contractor shall provide this list at this.time even if the
Contractor —was required " to s"="^a "s`"/ proposed Suuuu//vautors with the Contractor's
bid. The CK88R shall promptly ' Contractor in writing stating whether or not the
C8AR, after due investigation, has objection
to any such proposed person or if it
needs additional information to evaluate the persons or entities on the list. Failure of the
CK8AFl to reply within ten (18) days after the Contractor hao furnished all required
information shall constitute notice of no objection.
The Contractor shall not contract with any such proposed pers * ` ntbv to which the
CMAR has made reasonable objection. If the CIVIAR has- reasonable objection to any such
proposed person or entity, the Contractor's hall submit a substitute to Whom the CIVIAR has
no reasonable objection. The Contractor shall make no substitution for any Subcontractor,
person, or entity previously allowed without first notifying the CIVIAR. in writing and no
substitution may be made if the CMAR makes a reasonable objection to such substitution.
25..2 The Contractor agrees that the terms of the Contract Documents, |mdud_hno all
portions
thereof, shall apply to all Subcontractors as if they �r� the Contractor, and that the
Subcontractors ohed|' by nnomne of their nubcontracte, be bound bv/a|\ the terms of the
Contract Documents.
.25.3 Payments bz � Subcontractors a. haD � b� m na o� e '|n oc` o o`ro� ` e� n� c
e with the
provisions of NI. Gen. Stat G143-134.1.
GENERAL CONDITIONS FOR [MA7 RISK PROJECT' 88 of 42 � � ` � � � ' 'NE*2OO7 EDITION
ARTICLE 26. USE OF PREMISES
26.1 The Contractor shall confine apparatus, the storage of materials, the operations of workers,
and the disposal of material to limits indicated by law,* ordinances, permits,. and directions of
�6.2 The Contractor shall not load or permit any pairt ` of the to e* loodmd with o weight that
will its safety, intended performance, cv configuration.
`
26.3 The Contractor shall enforce all of the CK8AR's instructions, inoodiog, but not limited to,
those regarding signs, advertisements, fires, and smoking.
ARTICLE 27. CUTTING, PATCHING AND FITTING
27,1 The Contractor shall do all cutting, fitting, and patching of the Work that may be required *
make KaoeVere|pado come together propedyand fit �toraoa�eortoberec�Ved''Work
shown in or which can be reasonably implied from the Contract Documents.
ARTICLE 28. DISPUTE RESOLUTION
28.1 The laws of the State ofNorth Carolina shall apply to the interpretation and enforcement of
this Agreement. Any and all auUa or actions to enforce, interpret, or seek damages with
respect to any provision of, orthe performance ornon non of, this Agreement shall
be brought |nthe General Court of Justice ofNorth Carolina sitting in Orange County, North
Carolina, and it is agreed by the parties that no other court shall have jurisdiction ' Vanue
vv�hrespect bz such ou�onr actions. /\p.endix/\ahoUbea part ofthe 'ontnnctDocunoente.
Prior to initiating on action under this Article, any party this Agreement shall initiate the
0ed/oUonprocaoaaoprovided|nAppend|xAtotheee' General Conditions.
. '
28.2 Any person or firm that expressly or imp||ed|y agrees, to perform labor or services or to
provide materie|, oUpp|ieo, eqVip0ont, wmrk, performance orpayment bonds, insurance or
indemnification for the construction of the Project or the Work shall be deemed o party to
this Agreement solely for the purpose of this A�|c|e 28. The Contra by means
its
subcontracts, shall specifically require its Subcontractors to be bound by this Article.
ARTICLE 29. TAXES
29.1 The Contractor has included in the Contract Price, nndohall �|���n�e��any
s�c���W�oron�e|ebora�m��oU�' — therein. -�Co�s�r'shall
maintain ail tax records during the life of the �p 'eotandfurnimhthe(�K�ARvv�hamomp|ete
listing of all taxes paid by taxing authority, invoice number, date' qrnount, etc. in a form
acceptable to the CNYAR and the Owner. The Contractor is required to maintain o file
showing taxes paid on the Project for three (3) years after Final Payment or turn said
documents over to the Owner for its files.
29.2 The following is a list of requirements to be followed by the Contractor in maintaining
proper records and reporting the North Carolina Sales and Use Tax and Local Sales and
Use Tax. The Contractor shall comply fully with the requirements outlined below, in order
that the Owner may recover the amount of the tax permitted under the law.
� oA It shall be the. Contractor's ' responsibility to furnish 'the CMAR documentary
evidence showing the materials Used and sales and use tax paid oymoContractor
and by each
�its-8ubcontroctors.'Guch evidence shall be transmitted to the
CKA with each pay request
anj|e�*ofxvhetherte»oasvvmne paid |n that Pedod
GENERAL CONDITIONS FOR CK8A7 RISK PROJECT `88of4 JUNE 2OO7EDITION
' �
N The documentary evidence shall consist ofa certified -statement bvthe Contractor
and by each of. the Contractors Subcontractors individually, showing 'total
purchases of materials from each separate vendor- and total ae]ea and use tezne
paid to each vendor. Certified statements must show the invoice number, or
numbers, covered, and inclusive dates of such invoices.
«\ yWotero|o used from ' or- Subcontractor's warehouse stock shall be
shown ino certified statement *d warehouse stock prices.
cU The Contractor shall not be required to certify the Subcontractor's statements.
ARTICLE 30. OPERATION OF OWNER!S FACILITIES
30.1 The Contractor agrees that all Work done' under the Contract Documents shall be carried
onin such o manner aoasto ensure the regular and conUnuobo operation of the adjoining
or adjacent facilities. The Contractor further agrees that the sequence ofoperations
the Contract Documents shall be scheduled and carried out so as �to ensure said regular
and conUnuounope�tion.The Contractor ahaUnot close any anaaeof construction until ao
authorized by the CK8AF|. The Contractor shall control operations to assure the least
inconvenience � b/thw public. Under all circumstances, safety shall be .the most important
ARTICLE 31. THIRD PARTY BENEFICIARY C 'SE
'
31.1 It is executing the Agreement that, with the specific
exception set forth paragraph 7.24 of these General Conditions, and that exception only,
the Contract Documents and the provisions therein are not intended to' make the public, or
any member thereof, a third-party- beneficiary of the Agreement, or to authorize anyone not
a party to the Contract Documents to"maintain a suit for personal injuries or property
damage pursuant to the terms of. provis.lons of the Contract Documents.
ARTICLE 32. MEASUREMENT OF QUANTITIES .
32.1 All Work completed under the Co nnentn -s | be measured bv the Contractor
using United States customary prilts of measurement. * The method of measurement and
computations to be used in determination of quantities of materla.1 furnished and of Work
performed under the Contract Documents shall be those methods set forth in the Contract
Documents or, if not specifically. set forth therein, the me'thod generally recognized as
conforming to good engineering practice.
ARTICLE 33. TERMINATION BY THE CMAR FOR CAUSE
`
33.1 If the Contractor fails to begin or complete the Work inder the Contract Documents within
the time apecified, or falls to perform the Work vvith*auffident labor and equipment orwith
sufficient nnoterbda to insure the prom pt-co'm'pletion of said VVorb, or ehmi| perform the Work
unsuitably or shall discontinue the prosecution of the Work for three C3\ consecutive deya,
or if the Contractor shall becom*e insolvent, bo'dec|ared o 'omrn� any act of
insolvency, or inoo|v�n� allow any 5 l dgment]o stand against the Contractor or its
effiliatedcompanies unsatisfied for a period of forty-eight (48\hnuro. make anassignment
for the bene�tof creditors, or for any o�ercause whatsoever ' ' shall not carry on the Work in
an acceptable manner, the [|MAFl may �Oiwanotice in writing to the Contractor and the
Contractor's sureties of such delay, neQ|out, or default, specifying the same, and if the
Contractor within a period of three (3) days after such notice shall not proceed in good faith
and with reasonable speed to correct such
desa} neglect, or default in accordance with h
such noUoe'the C8AFohaU have full bower and authohtv/to.the e�entpermi�edbylaw,
without Contract Docunents. to ha ma -the prosecution of the Work ou t of the
GENERAL
CONDITIONS FOR CNYA7 RISK PROJECT 40 of �42� JUNE 2OO7EDITION
hands of the Contractor, to '
Project as may be suitable and - acceptable, and may enter into an agreement for the
completion of the Work or pursue such other methods as in the CMARs sole discretion and
opinion shall be' necessary or appropriate.for the compjetion of the Work in an acceptable
manner. All 'costs and charges incurred by the CMAR in proceeding in accordance with the
preceding sentence, including *.attorney's fees, and',all costs incurred by the CMAR in
completing the Work shall be deducted from any amount. due or -which becomes due the
Contractor. If such costs andexpenses incurred by the CMAR shall be less than the sum
which would have been payable under Contract Documents if it had been completed by the
Contractor, then,the Contractor shall be entitled to receive the difference, but if such costs
and expenses shall exceed the sum which would have been payable under the Contract
Documents, the Contractor and the Contractors surety' or sureties shall be liable to the
CMAR for and shall pay to the CMAR the amount of such excess.
33.2 If the CMARternlinabea the to this Article 33 and later it is determined
that the Contractor had not substantially failed to perform in accordance with the'tor0e of
this Artic|e, then the termination will be considered a termination for convenience under
Article 34.
ARTICLE 34. TERMINATION OR SUSPENSION BY THE CA8ARFOR CONVENIENCE
84.1 The CMAR [noy, without cause, order the Contractor' to terminate, . or
interrupt the Work in whole or in part for such period of time as the CMAR may determine.
34.2 If the Contractor' is ordared'bv the CK4ARto resume the Work, cost or
expenses to which the Contractor may be entitled by reason of the suspension, delay, or
interruption shall be recovered by means of a Change Order in accordance with Articles 13
and 14 of these General Conditions and the Contractor's Construction Schedule and the
Master* Schedule shall be adjusted in accordance with Article 13 of these General
34.3 The CMAR ohoU terminate the Work or portion thereof by written notice when the
Contractor is prevented from proceeding with the Work aa o direct result of an executive
order of the President with respect to the prosecution of war or in the interest of national
34.4 |n the event of termination by the CMAR under this Article, the Contractor shall beentitled
to receive the reasonable and documented direct costs incurred prior to termination, ,
including the coot of'mateha|e purchased ' for the Work which purchases cannot be
canceled or which material cannot reasonably be used by the Contractor on other work,
and the coat of o{oo|nQ down the Project in a safe and effin(ent manner, plus ten percent
(1OY6) thereof for overhead and profit, subject to the following conditions:
�
�h� ��
-, terminated before completion of all items of Work, payment
shall be nnoda for the actual number of units or ih*nna of Work completed et the
applicable contract phcea, or as mutually agreed for items of VVodx partially
complete. If mutual agreement cannot be reached, the CK8/\RohoU have the
authority to make such equitable adjustment as it deems warranted and the Final
Payment shall be made accordingly.
b) Reimbursement for organization of any Work and moving equipment to and from
the *job shall be considered wh ' en' not otherwise provided for in the Contract
Documents where the ^~'~"'" of completed ","`~ is "^" smallx to compensate u*`
Contractor-for those expenses under unit prices. If a mutual agreement cannot be*
GENERAL CONDITIONS FOR CM AT RISK 41-of 42 JUNE 2007. EDITION
reached, the CMAR will have the authority to make such equitable adjustment as it
deems warranted and the Final Payment will be made accordingly.
C) Materials obtained by the Contractor for the Work that have been inspected and
accepted by the Designer and that -are not incorporated in the Work shall,' at the
request of the Contractor, be purchased from the Contractor at the Contractor's
actual cost as shown by receipted bills and actual costs records at such points of
delivery as may be determined by the CMAR.
d) No payment shall be made by the CMAR to the Contractor except as herein above
provided. No claim for loss of anticipated profits shall be considered or allowed.
e) Termination of the Contract shall not relieve the Contractor of its responsibilities for
any completed portion of the Work nor shall it relieve its sureties of their obligation
for and concerning any just claims arising out of the Work performed.
In the event of termination or suspension by the CMAR for convenience, the Contractor
shall not be entitled to any other compensation, including compensation for lost profit, lost
opportunity, or any other direct or consequential cost, loss, or damage.
ARTICLE 35.
MINORITY BUSINESS ENTERPRISE PROGRAM
35.1
The Contractor shall at'all times comply with the latest edition of the Orange.•County
Minority. Business Enterprise Policy. All documentation substantiating compliance with ' the
requirements of this program shall be delivered to the CMAR as stipulated in. the Contract
Documents. A copy of the Orange County Minority Business Enterprise Policy is Appendix
C hereof and is included in the Project Manual.
ARTICLE 36.
GENERAL
36.1
If any provision of the Agreement shall be declared invalid or unenforceable, the remainder
of the Agreement shall continue -in full force andeffect.
36.2
The titles to Articles. her'ein are for convenience only, are not substantive parts . of the
General Conditions, and are not to be considered in interpreting the Contract Documents.
END OF GENERAL CONDITIONS OF THE -
CONTRACT FOR CONSTRUCTION —
CONSTRUCTION MANAGER AT RISK'
F:\Usa\orangecounty\Orange County LlbnJry and Office Complex General Conditlons.doo
ORANGE COUNTY
NORTH CAROLINA
FIRST AMENDMENT
TO
AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
THIS FIRST AMENDMENT TO AGREEMENT FOR CONSTRUCTION
MANA R AT RISK SERVICES (this "Aniendinent") is made effective this 2-1.47d-ay of
4dr k � I , 2009, (the "Execution Date") by and between ORANGE
e-IOtNTY,' NORTH CAROLINA ("Owner"), and RESOLUTE BUILDING COMPANY,, a
North Carolina corporation ("CMAR"), (Owner and CMAR to sometimes be referred to together
herein as the "Parties").
WITNESSETH:
WHEREAS, Owner and CMAR entered into an Agreement for Construction Manager at
Risk Services made effective November 6, 2008 (the "Agreement "), which. provides for the
construction of the Orange County Department of Social Services, Hillsborough, North Carolina
(the "Facility'.'); and
WHEREAS, the Agreement contained Fixed Fees and a Guaranteed Maximum Price of
$6,500.00 for the completion of the Original Scope of Work; and
WHEREAS, the Fixed Fees in the Agreement and the Guaranteed Maximum Price in the
Agreement for the Project have now been determined as described in this Amendment.
NOW, THEREFORE, in consideration of good and valuable consideration, the mutual
receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Incorporation of Preamble and Recitals. The preamble and recitals to this
Amendment are hereby incorporated herein by reference and made a part of this Amendment.
2. Definitions. All capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Agreement. All references in the Agreement to "this
Agreement" shall be deemed to be the Agreement as amended by this Amendment unless the
context requires otherwise.
3. Fixed Fees. Section 7.4.1 of the Agreement is amended to read as follows: The
Fixed Fees payable to the CMAR shall be One Hundred Sixty Four Thousand Three Hundred
Seven Dollars ($164,307). In the event the Guaranteed Maximum Price is adjusted, the Fixed
Fees shall be adjusted in accordance with Section 5.1.2.1 of this Agreement.
Guaranteed Maximum Price. Section 12.1 of the Agreement is amended to
read as follows: The Guaranteed Maximum Price for the Project shall be Two Million Seven
Hundred Eighty Four Thousand Two Hundred Forty Seven Dollars ($2,781,247), the
components of which are set out and described in Exhibit A, attached hereto and incorporated
herein by reference.
5. Bonds and Insurance. CMAR shall -Promptly notify both its bonding company
and Builders Risk insurance carrier that the Agreement has been amended and that the
Guaranteed Maximum Price is now as set forth above, and shall obtain an updated or
replacement Builders Risk Insurance Binder and updated or replacement Payment and
Performance Bonds to reflect this Amendment all of which will be effective on the Execution
Date of this Amendment and bear that date. CHAR shall promptly provide copies of these
updates or replacements to Owner following CMAR's receipt thereof.
6. Continued Force and Effect. The Pal-ties confine the Agreement and
acknowledge and agree that, as amended by this Amendment, the Agreement is binding and is
and remains unchanged and in full force and effect.
7. Counterparts. This Amendment may be executed in any number of counterparts
and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding
that all Parties have not signed the same counterpart. Any signature delivered by a party by
facsimile transmission or by sending a scanned copy of the executed Amendment by electronic
mail shall be deemed, and shall have the same force and effect as, an original signature hereto.
[Signature Page to Follow]
2
6'
IN WITNESS WHEREOF, the Parties hereunto, intending to be legally bound,
and with the signatories representing they are empowered to bind their principals, have
executed this 1Amendment on the day and year hereinafter first written.
CMAR: J� esolute Building Company
am
Kim Mana, President
Attest:
By:
Title: Z.
OWNER: ORANGE COUNTY, NORTH CAROLINA
By*
Va erie Foushee, ChaV'
Orange County Board of Commissioners
Attest:
Donna 9&a_ke?0 V
Clerk to the Board
This instrument has been pre-audited in the manner required by the local Government
3
Exhibit A
TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES
Between The Resolute Building Company and Orange County for Hillsborough Commons
GMP Proposal
March 17, il'
Hillsborough Office
Phase Two
Hillsborough., North
RGSOLUTS
THE RESOLUTE BUILDING COMPANY
yk
1. Cover Letter
2. GMP Proposal Criteria
3. List of Allowances
4. List of Alternates
5. List of Unit Prices
6. Estimate
7. Schedule
8. Document List
H:1EXP \PROJECTS\HCUF\GMP Phase 2 \0 - Table of Contenls.doc
Hillsborough Office Commons Phase Two — GMP Proposal
Table of Contents
March 17, 2009
Mr. Jeff Thompson
LEDAHF, Inc.
123 Main Street
Belmont, NC 28012
Re: Hillsborough Office Commons Phase Two
Hillsborough, North Carolina
Subject: Phase Two GIVIP
Dear Mr. Thompson:
Enclosed please find The Resolute Building Company's Guaranteed Maximum Price for the
above referenced project. Our estimate is based on the design documents identified in the
Document List and prepared by the Architect of Record, Corley Redfoot Zack, Inc.
We anticipate that the project will require twenty seven (27) weeks to construct from date of
commencement to date of substantial completion. Estimated project cost is as follows:
Hillsborough Office Commons Phase Two Total $2,781,247
We thank you for this opportunity and look forward to continuing our relationship with you and
Orange County. If you have any questions or comments regarding the enclosed information,
please feel free to contact me at any time.
With sincere
VNV-- = -
Matt Solomon
Project Manager
cc: Pam Jones, Orange County
Kim Vrana, Resolute
H:\EXP\PROJECTS\HCUF\GMP Phase 2\1 - Cover Lefter.doc
GMP Proposal
Criteria
RESOLUTE Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
General Clarifications
The GMP Proposal is based on the Design Documents with cover sheet dated 12/15/08
prepared by the Designer of Record.
2. The GMP Proposal is based on a mutually acceptable form of agreement between the
Owner and the CM with mutually acceptable terms and/or language for General
Conditions, Supplementary General Conditions, and Special Conditions.
3. The GMP Proposal includes a Construction Contingency. The contingency is available to
the CM for any unanticipated (in the documents, but not yet discovered) scope items or
misunderstandings of scope by the CM and its Subcontractors. The contingency is not
available for adding scope into the project or for unforeseen or concealed conditions
unless agreed to by the CM. At agreed upon intervals during construction, the CM will
review the contingency amount and the progress of the project and may, at his discretion,
make available to the Owner a portion of this contingency. The Owner then may use the
relinquished contingency to add scope or the Owner may claim it as savings. The
Proposal has not included additional contingencies or allowances for design and/or
programming errors or omissions. The Owner is to carry a separate design and/or project
contingency.
4. The GMP Proposal is based on "buy-out" savings, accumulated during bidding and award
of subcontracts, remaining in the control of the CM until such time that the CM may, at its
discretion, make all or a portion of this savings available to the Owner.
5. The GMP Proposal does not include industry average material cost escalation. Due to the
potential uncertainty of current material markets, the CM reserves the right to assess the
validity of any material price increases and present those for reimbursement by the
Owner.
6. The GMP Proposal is based on the Designers of Record incorporating into the contract
documents the required design for any value engineering or value management
alternatives that may be accepted and included into the GMP Proposal or subsequent
Proposals. The CM is not able to assume design responsibility or liability for any value
engineering alternatives. Further, and in many cases, publication of updated design
documents that reflect the final intended scope of work leads to higher project quality.
7. The GMP Proposal is based on the anticipated project schedule or sequence. The
Proposal and the Schedule exclude contingencies or allowances for unforeseen
conditions. The CM will endeavor to minimize cost or time implications associated with
discovered unforeseen condition.
8. The GMP Proposal is based on the expectation that the Contract Commencement Date
will be defined when all required permits have been approved and a formal Notice to
Proceed has been issued to the CM by the Owner.
9. The GMP Proposal is based on the expectation that the Substantial Completion Date be
defined as the date of receipt of the Certificate of Occupancy (temporary or conditional)
issued by the governing regulatory agency unless that issuance is delayed by reason(s)
beyond the control of the CM.
HAEMPROJECTSWCURGUIP Phase 214 - Proposal Criterial.doc
RIESOLUTIE
THE RESOLUTE BUILDING COMPANY
Hillsborough Office Commons Phase Two — GMP Proposal
Criteria
10. The GMP Proposal is based on the CM and its Subcontractors providing industry standard
twelve (12) month warranty which shall commence the first day following the Substantial
Completion Date.
11. The GMP Proposal includes several ALLOWANCES. Certain allowances are intended to
be furnish and install (provide) allowances. Refer to the Proposal and attached list for
included allowances.
12. The GMP Proposal has included Builder's Risk Insurance. A one time, $1,000 Builder's
Risk Deductible, shall be the responsibility of the CM should the insurance policy be
utilized to recover costs. Builder's Risk covers the cost of the this work. The Owner or
Landlord is responsible for providing coverage for the existing building(s) and property.
13. The GMP Proposal has excluded contingencies or insurances for the repair or
replacement of damage to work in place caused by acts of terrorism or vandalism. The
CM will endeavor to minimize cost or time implications associated with any unforeseen
condition.
14. The GMP Proposal does not include temporary and permanent utility usage costs,
including but not limited to, telephone, internet, electricity, water, steam, sewer, chilled
water and gases, etc. It is anticipated that it will be less expensive for the Owner to allow
the CM to utilize the existing infrastructure for these services. The Proposal does include
costs for temporary installations for these services should they be required.
15. The GMP Proposal has excluded design fees, planning fees, use fees, impact fees,
development fees, capacity charges, escrows or taxes (except material sales tax).
16. The GMP Proposal has excluded costs associated with LEED or "Green Building"
requirements or fees as these requirements are not anticipated for this project.
17. The GMP Proposal has excluded Systems Commissioning. It is anticipated that elaborate
or intensive commissioning is not required for this project. The Proposal does include
industry standard systems start-up requirements that may have been utilized for similar
projects.
18. The GMP Proposal has excluded cleaning, testing, repairing, refurbishing, code upgrades
and recertification of existing systems or structures other than those listed in the design
documents or scope review. If requested by the Owner, these items may be added to the
CIVI's scope of work later.
19. The GMP Proposal has excluded any costs associated with Department of Insurance
Special Inspections. It has not been determined what the impact of this requirement may
entail.
20. The GMP Proposal has excluded contingencies or allowances for the detection and
removal of hazardous material (i.e., asbestos, lead paint, PCB's, mold, etc.). If hazardous
materials are anticipated, it is recommended that the Owner consult to conduct an
investigation of the facility and grounds. Should unforeseen abatement be required, the
CM shall reserve right to claim additional contract time should abatement be required
once the project has commenced.
HAEMPROJECTSWCURGIVIP Phase 214 - Proposal GrIterial.doe
RESOLUTE Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
21. The GMP Proposal has excluded certified testing and balancing of HVAC systems by an
Independent Third Party Testing Agency. The contractor will not guarantee existing
systems but will endeavor to test and balance them to the best of it's ability.
22. The GMP Proposal has excluded materials testing and inspections. The Proposal is
based on the understanding that the Owner will provide all material testing and
inspections. If requested by the Owner, this may be added to the CM's scope of work
later.
23. The GMP Proposal has excluded contingencies or allowances for potential cost
associated with work before or after normal business hours or multiple shifts for the Ws
personnel and/or Subcontractors. The Proposal does account for certain project
components that may require brief off-hour effort.
24. The GMP Proposal has excluded contingencies or allowances for premiums in cost
associated with CM, Subcontract or Vendor overtime or premium time. The Proposal
does account for certain project components that may require brief premium time effort.
25. The GMP Proposal has excluded allowances for Licensed Final Land Surveys or
Certifications. If requested by the Owner, this may be added to the CM's scope of work
later.
26. The GMP Proposal is based on notwithstanding anything contained to the contrary in the
contract documents, this guaranteed maximum price, and its accompanying clarifications,
qualifications, exclusions and allowances shall take precedence over all other contract
documents, in case of a conflict or ambiguity between the contract documents.
Division 1: General Conditions
The GMP Proposal includes costs for the Demolition and Building Permit.
2. The GMP Proposal includes costs for Payment and Performance Bonds to be provided by
the CM.
3. The GMP Proposal includes General Liability Insurance premiums.
4. The GMP Proposal is based on reasonably clear and unobstructed use of the existing site
and facility by the CM and its Subcontractors for waste removal, material staging and
construction personnel with the ultimate intent of maintaining construction sequence and
time. The CM will cooperate with the Owner so as not to interfere with ongoing business
operations.
5. The GMP Proposal is based on material manufacturer's standard products, profiles,
colors, etc. In general, the Proposal has been compiled from industry standards and the
described design intent communicated to date.
6. The GMP Proposal is based on the CM and its Subcontractors being afforded the
opportunity, throughout the duration of the project, to provide substitutions of products or
methods that may reasonably benefit the project.
HAEMPROJECTSMUMINIP Phase Z4 - Proposal Criterial.doc 3
RESOLUTE Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
7. The GMP Proposal and Schedule are based on historically average weather conditions
The CM will endeavor to minimize cost or time implications associated with abnormal
weather.
Division 2: Sitework
1. The GMP Proposal is based on the Owner removing and / or relocating all items other
than those listed in the drawings. An allowance has been included to clean up the
mezzanine area at the rear of the building to include some electrical re -work and small
modifications as needed.
2. The GMP Proposal excludes contingencies or allowances for the removal and /or
replacement of unsuitable soils or rock. Should unforeseen unsuitable soils or un- rippable
rock be encountered, the scope of work can be added for removal and replacement.
3. The GMP Proposal excludes contingencies or allowances for abnormal water removal.
Should unforeseen water be encountered, the scope of work can be added for removal.
4. The GMP Proposal does include striping, signage and wheel stops for handicap parking
spaces. A drop off area has not been defined and no funds have been reserved for this
work.
5. The GMP Proposal includes treating the soils beneath new interior slabs on grade for
prevention of insect pests.
6. The GMP Proposal includes Selective Building Demolition to allow for new construction or
renovation per the design drawings and the proposal criteria. These items include
acoustical ceilings, carpet, storefront, cutting masonry openings at front of the building,
existing rails inside building, shelving hangers, existing handicap ramp at rear of building,
plumbing fixtures, walls at existing bathrooms, wall at sprinkler riser, wall at electrical
panels at front of the building and cutting holes for skylights.
7. The GMP Proposal does not include temporary constructions for dust, noise, and traffic
control as none is anticipated.
8. The GMP Proposal include removing and replacing the Handicap Ramp at the rear of the
building as will be required to meet current building code.
9. The GMP Proposal includes an allowance to clean up around the exterior of the building.
See Allowances.
10. The GMP Proposal includes an allowance for landscaping and tree removal. See
Allowances.
H: \EXP \PROJECTS \HCUF\GMP Phase 2\4 - Proposal Criterial.doc q
0
RIESOLUTE Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
Division 3: Concrete
1 The GMP Proposal includes concrete slab on grade to patch trenches for new plumbing
underground and electrical floor boxes. Concrete for slabs on grade shall be 3,000 psi, 4"
thick, wire mesh reinforced, placed on 6mil plastic vapor barrier on top of 4" stone
subgrade.
2. The GMP Proposal excludes any concrete work or special finishes, aggregates,
admixtures or mix designs. Should the Owner request any of these items, they may be
added later.
3. The GMP Proposal includes concrete footings for interior columns at main entry per the
design documents. All concrete to be 3,000 psi.
Division 4: Masonry
1 The GMP Proposal includes block masonry construction for patching interior and exterior
walls for openings at the front of the building and at the interior of the main entry as
indicated by the documents.
2. The GMP Proposal is based on patching existing block and may not be a perfect match to
the existing block.
Division 6: Steel
1. The GMP Proposal includes Structural Steel construction as indicated by the documents
2. The GMP Proposal includes Miscellaneous Steel construction for lintels at new door and
window openings along the front of the building.
3. The GMP Proposal includes Miscellaneous Steel construction for pipe rails at rear
handicap ramp and skylight support bracing.
4. The GMP Proposal has not anticipated any special shapes, fabrication, or coatings as
none are anticipated to be required.
Division 6: Woods and Plastics
1 The GMP Proposal includes in-wall blocking and nailers for wall mounted items. In-wall
blocking shall be fire retardant wood or metal.
2. The GMP Proposal includes roof nailers and roof blocking for installation of skylights only.
HAEMPROJECTSWCURGIVII? Phase Z4 - Proposal Criterlal.doc 5
RIESOLUTIE Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
3. The GMP Proposal includes custom made cabinetry. Cabinet box interiors shall be
melamine. All elements visually exposed to exterior shall be plastic laminate.
Countertops shall be plastic laminate. Hardware to include full extension drawer slides
with brushed aluminum pulls and locks.
4. The GMP Proposal includes temporary wood closures for all new masonry openings.
Division 7: Thermal & Moisture Protection
1. The GMP Proposal includes fire sealing of penetrations as may be required.
2. The GMP Proposal includes sound attenuation above lay-in ceilings at all conference and
interview rooms per the drawings. Additional rooms may be added if later requested by
the Owner.
3. The GMP Proposal includes patching of the existing EPDM roofing membrane at
penetrations by new work and skylights only. This new work will bear a one year warranty.
All other roofing work and warranty is to be the responsibility of the landlord/owner.
4. The GMP Proposal has not anticipated any waterproofing at the existing building retaining
wall. This Item is expected to be handled directly by the landlord/owner.
5. The GMP Proposal includes insulation in walls between offices and at all conference and
meeting rooms per the drawings. No insulation is included in corridor walls at offices.
Division 8: Doors and Windows
The GMP Proposal includes Hollow Metal Window Frames and Doors at building interior,
Factory Finished Wood Doors and Door Finish Hardware per the specifications.
2. The GMP Proposal includes FRP doors.
3. The GMP Proposal includes rough in for five doors with card reader access by owner.
4. The GMP Proposal includes eleven aluminum storefront windows at the front of the
building only and door systems.
5. The GMP Proposal includes two automatic door operators at main entry only.
6. The GMP Proposal is based on manufacturer's standard profile clear anodized aluminum
storefront frames with manufacturers standard 1" insulated tinted glazing (exterior
windows).
7. The GMP Proposal excludes glazing frit patterns, colored glass, or etched glass as none
are anticipated.
8. The GMP Proposal includes one way mirrored glass in rooms 330A, 331A and 332A only.
HAEXP\PR0JECTS\HCUF\GMP Phase 2\4 - Proposal Criterial.doc 6
RIESOLUTIE Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
9. The GMP Proposal includes mirrors at bathrooms.
10. In general, The GMP Proposal is based on reducing window frame sizes in lieu of that
shown on the documents per discussions held in previous collaboration meetings.
11. The GMP Proposal includes an allowance for fourteen convex mirrors to include
installation and adjustment. See Allowance.
12. The GMP Proposal includes two acrylic barrel continually vaulted skylights with 20 degree
rise. Finish to be clear over white mill finished aluminum. Light transfer is 47% with a 301b
live load capacity. Sizes will be 6' x 77' for the large common are and 6' x 38' for the small
common area. We do not include pre-manufactured roof curbs. A second set of skylights
is included as an add alternate.
Division 9: Finishes
The GMP Proposal includes interior light gauge framing and gypsum board systems with
gypsum board ceilings in all bathrooms.
2. The GMP Proposal includes ceramic floor and wall tile in restrooms. Ceramic wall tile is
included at wet walls only per the plans.
3. The GMP Proposal includes 2x2' Square Edge Optima Acoustical Ceiling Tile and Grid
system.
4. The GMP Proposal includes VCT, Carpet and Carpet Tile per the plans and
specifications. Existing VCT tile is to remain with floor patching at voids and transition
from VCT to concrete floor is included.
5. The GMP Proposal includes painting of walls, wood trim, HIVI window and door frames
and gypsum ceilings as required. No.Special coating systems have been included.
6. The GMP Proposal does not include any vinyl wall coverings. This has been priced as an
alternate.
7. The GMP Proposal does not contain any sound attenuation panels in the courtyard areas.
Division 10: Specialties
1. The GMP Proposal includes solid plastic Toilet Partitions.
2. The GMP Proposal includes Fire Extinguishers and Semi - Recessed Cabinets.
3. The GMP Proposal includes an allowance for Signage. See Allowance.
4. The GMP Proposal includes Window blinds.
H:\EXP\PROJECTS\HCURGMP Phase 2\4 - Proposal Criterial.doc
RESOLUTE
Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
5. The GMP Proposal includes an allowance for stainless steel corner guards in corridors
only.
6. The GMP Proposal includes grab bars at toilets.
7. The GMP Proposal includes baby changing stations per the design drawings.
8. The GMP Proposal included sanitary napkin disposals in women's toilets.
9. The GMP Proposal includes coat hooks at all office doors.
10. The GMP Proposal includes twenty half height standard metal lockers.
11. The following items are supplied by the owner and installed by the contractor: toilet tissue
dispensers, toilet seat cover dispensers, soap dish, and paper towel dispenser.
12. The GMP Proposal includes an allowance for cork rails, wall talkers, projection screens,
and pencil rails in all conference rooms. See Allowance.
Division 11: Equipment
1 The GMP Proposal includes installation of appliances provided by owner. The CIVIAR
carries no appliances in the budget.
Division 12: Furnishings
1 The GMP Proposal has excluded any furnishings as it is anticipated that this will be
provided and installed by the Owner.
Division 13: Special Construction
1. Canopies are not included.
Division 14: Conveying Systems
1. Not Used
Division 15: General
1 The GMP Proposal is based on appropriate existing equipment, piping and utility
capacities or sizes to accommodate the new addition and renovations.
2. The GMP Proposal excludes painting of any piping or duct system as it is anticipated this
shall not be required. If requested by the Owner, this can be added later.
H:\EXP\PROJECTS\HCUF\GMP Phase 2\4 - Proposal Criterial.doc 8
R"IESOLUTS Hillsborough Office Commons Phase Two — GMP Proposal
THE RESOLUTE BUILDING COMPANY Criteria
3. The GMP Proposal has not anticipated any special shut down costs such as line freezing
or installing new isolation valves to accommodate PME systems renovations.
4. The GMP Proposal has not anticipated seismic bracing or special vibration isolation.
5. In general, The GMP Proposal is based on trade contractor interpretation of final product
intent. This interpretation may vary from that indicated by the documents.
Division IS: Fire Protection Systems
1 The GMP Proposal includes Fire Protection Systems. The Proposal is based on the
understanding that existing systems will support (appropriate flow capacity) the
modifications that may be required. Sprinkler systems are anticipated to be light hazard
occupancy. Heads shall be chrome semi-recessed.
2. The GMP Proposal is based on leaving existing sprinkler mains and laterals in areas that
shall be renovated. The intent is that heads will be relocated without re-constructing the
entire system.
3. No FM-200 or dry systems are included in The GMP Proposal.
4. No fire pumps are included as it is assumed that current water pressure is appropriate.
Division 16: Plumbing Systems
1. The GMP Proposal includes Plumbing systems per the design documents.
2. The GMP Proposal does not include any roof gutters. No secondary or emergency
overflow drains have been anticipated.
3. The GMP Proposal is based on tapping and then utilizing the existing water system.
4. The GMP Proposal includes an under-counter grease interceptor system for food prep
area.
5. All waste and vent piping to be PVC.
6. All water piping to be copper.
Division IS: HVAC Systems
1. The GMP Proposal includes sheet metal and flexible duct system per the plans.
2. The GMP Proposal includes W lay in supply grills with Egg Crate return grills.
H:\EXP\PROJECTSNHCUFXGMP Phase 2W - Proposal Criterial.doe
E
RIESOLUTIS
THE RESOLUTE BUILDING COMPANY
Hillsborough Office Commons Phase Two — GMP Proposal
Criteria
3. The GIVIP Proposal includes 1 ductless split system for telecom equipment room at rear of
the building per the design documents.
4. The GIVIP Proposal includes providing and installing 5 rooftop replacement units.
5. The GIVIP Proposal includes one electric wall heater.
6. The GIVIP Proposal includes a ducted return system.
7. Provide and install web based DDC control system with an estimated 70 zones per plans.
8. The GIVIP Proposal does not include any warranties or repairs on existing HVAC
Equipment.
Division 16: Electrical
1 The GIVIP Proposal is based on IVIC cable for all branch circuitry in walls and accessible
ceilings.
2. The GIVIP Proposal is based on replacing the existing Fire Alarm system.
3. The GIVIP Proposal has excluded new telecommunication cabling, removal of abandoned
cabling, equipment or servers.
4. The GIVIP Proposal does not include new panels or feeders as they are shown existing on
the design documents.
5. The GIVIP Proposal excludes site parking lighting as this is anticipated to be existing.
6. The GIVIP Proposal is based on the use of existing service and transformers.
7. The GIVIP Proposal includes an allowance for the rough in of audio visual systems,
podium, flat panel monitors, enclosed bulletin boards, electronic message boards,
Panduit, ceiling mounted projectors, and smart boards per the drawings.
8. The GIVIP Proposal includes back-up generators to support IT rooms only per the
drawings.
9. The GIVIP Proposal includes the demolition of existing electrical wiring and conduit as
required by local inspection authority.
HAEMPROJECTS\HCURGIVIP Phase 2X4 - Proposal Criterial.doc 10
Allowances
RIESOLUTIE Hillsborough Office Commons Phase Two - GMP Proposal
THE RESOLUTE BUILDING COMPANY Allowances
3/17/2009
The following Allowances have been included in the estimate.
Allowance
Allowance
No.
Allowance Description
Amount
1
Exterior of Wal-Mart building clean up to include removal
$ 2,000
of all garbage and debris around building exterior only.
2
Clean up of interior bulk storage area at rear of building of
$ 5,000
all debris. This will also include any roll up door re-work or
electrical re-work that may be needed per the owner's
direction.
3
Landscaping and tree removal allowance.
$ 6,000
4
Maintain water supply for Dollar Tree during Fire Backflow
$ 3,000
Preventor switchout.
5
Install fourteen Convex Mirrors to include installation and
$ 3,990
adjustments.
6
Interior Signage for the project per the owner and
$ 17,000
architects direction.
7
Stainless Steel corner guards supply and install. Locations
$ 4,920
and amounts to be determined by owner.
8
Owner provisions for rough in at meeting rooms to include
$ 16,00-0
smart boards, projectors, panduit, electronic message
board, bulletion boards, flat panel monitors, podium, a/v
system. This will also include supply and install of cork
rails, wall talkers, pencil rails and projections screens in
conference rooms only.
9
Contractor's Contingency
$ 68,336—
10
HVAC Contingency
$ 50,000
Note: "Provide" Allowances listed above include furnishing and
installing and should be considered a "turn-key" budget
amount.
2B - List of Allowances.xis 1 of 1
3M7/2O09
' The following Alternates have NOT been included in the G08P. They
may be added to the GD0P
via change order mraddendum.
Alternate
�HtenmoteDeac�ption
ADD or
Alternate
Number
DEDUCT
Amount
1
All exterior Foyede Treatment |obobe performed, including
ADD
$ 115.136
demolition nf sidewalks, tie in roof leaders, footings, brick
`
masonry, precast concrete caps, patch oidna|ke.masonry
p|ero, structural steel, roofing, metal framing, BFG8ando.
\
Fascias, Soffits and Cornice. There are two allowances for this
a|terotabo include: Exterior Building Sign ($14488) and Exterior
�
Lighting ($4000).
2
Add two additional barrel-vault skylights ho include roof
ADO
$ 38.503
�
patching, material and installation. One |n commons area 46O
and one |n commons area 650.
| 3
All surfaces shown on the finish schedule to receive vinyl wall
ADD
$18.282
covering tobe included per plans and specifications.
, 4
Add Acoustical Wall Panels in the Common Areas. This
ADD
$15,402
will include material installation and painting.
i G
Waterproof Retaining Wall per attached scope of work from 5th
ADD
Wall Consultants.
G
Remedial Roofing oo Specified by attached scope of work and
ADD
$18'919
|
'
the aUmwancod amounts listed from 5th Wall Consultants.
�
�
�
�
`
/ Phase noo' Estimate mternatusx
| �
Unit Prices
RESOLUTE Hillsborouogh Office Commons Phase Two - GIVIP Proposal
THE RESOLUTE BUILDING COMPANY Unit Pricing
2/17/2009
Item # Item Detail Description Unit Unit Price
I
Aluminum Storefront Window AL-2
F & I ADD
EA
$2,126.59
2
Aluminum Storefront Window AL-3
F & I ADD
EA
$2,231.23
3
Interior Partition
F & I ADD
LF
$ 28.34
4
One hour rated Interior Partition
F & I ADD
LF
$ 73.03
5
Suspended drywall ceiling Type B
F & I ADD
SF
$ 2.94
6
Suspended acoustical ceiling Type A
F & I ADD
SF
$ 2.94
7
Sound attenuation batts in Partitions
F & I ADD
SF
$ 0.33.
8
Sound attenuation batts above Ceilings
F & I ADD
SF
$ 0.27
9
Typical Office Door
F & I ADD
EA
$ 263.24
10
Typical Office Window
F & I ADD
EA
$ 225.63
11
Corner Guard
F & I ADD
EA
65.40.
12
Access Door
F & I ADD
EA
$ 70.85
13
Fire Extinguisher Cabinet
F & I ADD
EA
$ 81.75
14
Mechanical Diffuser Type B
F & I ADD
EA
$ 136.25
15
IMechanical Diffuser Type P
F & I ADD
EA
$ 136.25
16
Light Fixture Type A
F & I ADD
EA
212.55.
17
Ligth Fixture Type C
F & I ADD
EA
$ 190.75
18
Standard Duplex Outlet
F & I ADD
EA
$ 85.02
19
Dedicated 20 Amp Duplex Outlet
F&I ADD
EA
$ 345.5
20
Data Junction Box and Conduit
F & I ADD
EA
$ 52.32
21
Sensor Lighting Switch
F & I ADD
EA
163.50
22
Fire Alarm Pull Station
F & I ADD
EA
297.571
23
Light Fixture Type E
F & I ADD
EA
$ 287.76
24
Light Fixture Type P
F & I ADD
EA
$ 179.85
25
Fire Alarm Horn/Strobe type HL
F & I ADD
EA
$ 276.86
26
Fire Alarm Strobe type V
F & I ADD
EA
$ 257.24
27
Lay 12" Block includes horizontal
reinforcing and accessories
ADD
EA
$ 3.82
28
Lay brick per 1000 to include all
reinforcing and accessories
ADD
EA
$1,090.00
29
Hourly Rate including all markups for
Mason
ADD
MH
$ 38.15
30
Hourly Rate including all markups for
Tender
ADD
MH
$ 27.25
31
Place block fill and install rebar
ADD
CY
$ 109.00
32
Clean Masonry
ADD
SF
$ 0.4
Note: The above unit prices are presented as ADD or DEDUCT.
H:\EXMPROJECTS\HCUF\GMP Phase 2\21) - Unit Pricing.xis 1 of 1
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3:
Document List
RGSOLUTSHillsborough Office Commons Phase Two - GMP Proposal
THE RESOLUTE BUILDING COMPANY Document List
3/17/2009
Discipline
ID
Document Description
Date Revision
Number
Drawings
COA
Cover Sheet
02/06/09
CO-2
Code Information Sheet
01/15/09
CO-3
Code Information Sheet
01/15/09 —
Civil
C1.0
Existing Site Plan
01/15/09
CIA
Proposed Site Plan
01/15/09 —
Structural
S1.1
Foundation & Framing Plans & Details
01/15/09
Architectural
A1.0
Schematic Floor Plan
02/06/09
A1.1
Floor Plan Part A
02/06/09
A1.2
Floor Plan Part B
02/06/09
A1.3
Floor Plan Part C
01/15/09
A1.4
Enlarged Floor Plans
02/06/09
A2.1
Ceiling Plan Part A
01/15/09
A2.2
Ceiling Plan Part B
02/06/09
AM
Partial Building Elevations
02/06/09
A3.2
Partial Interior Elevations
01/15/09
A4.1
Building Sections and Details
01/15/09
A5.1
Casework Elevations and Interior Details
01/15/09
A5.2
Casework Elevations and Interior Details
12/15/08
A6.1
Door and Frame Schedule
02/06/09
A6.2
Door and Frame Types and Details
01/15/09
A7.0
Room Finish Schedule
02/06/09
Fire Protection
FP1.0
Overall Fire Protection Plan
02/03/09
FP1.1
Fire Protection Details
02/03/09
Plumbing
P0.0
Partial Under Slab Plumbing Floor Plan
01/15/09
P0.1
Partial Under Slab Plumbing Floor Plan
02/03/09
P1.0
Partial Plumbing Floor Plan
01/15/09
P1.1
Partial Plumbing Floor Plan
02/03/09
P2.0
Enlarged Plumbing Floor Plans
01/15/09
P3.0
Plumbing Schedule and Details
02/03109
Mechanical
MIA
Mechanical Summary and Schedules
02/03/09
M2.1
Mechanical Plan
02/03/09
M2.2
Mechanical Plan
02/03109
M2.3
Mechanical Zone and Address Plan
01/21/09
M3.1
Mechanical Roof Plan
01/21/09
1 of 2
wKWOOLUTS Hillsborough Office Commons Phase Two - GMP Proposal
THE RESOLUTE BUILDING COMPANY Document List
3/17/2009
Discipline ID
Document Description
Date Revision
Number
M4.1
Mechanical Details
01/15/09
Electrical E1.1
Electrical Symbols and Fixtures
01/21/09
E2.1
Area A Lighting Plan
01/21/09
E2.2
Area B Lighting Plan
02103/09
E2.3
Area C Lighting Plan
01121/09
E3.1
Area A Power Plan
02/03/09
E3.2
Area B Power Plan
02/03/09
E3.3
Area C Power Plan
01/21/09
E4.1
Area A Fire Alarm
01/15/09
E4.2
Area B Fire Alarm
01/15/09
E4.3
Area C Fire Alarm
01/15/09
E5.1
Electrical Risers
02/03/09
E6.1
Electrical Panels
01/21/09
E6.2
Electrical Panels
01/21/09
Specifications
Corley Redfoot and Zack, Inc.
01123/09
Lasater, Hopkins, Change, PC
01/15109
Reece, Noland & McElrath, Inc.
01/12/09
2 of 2
. ^ THE AMERICAN INSTITUTE OF ARCHITECTS
'
Bond No. 105196924
Ay\ Document A3/2
Any singular reference to Contractor, Gurety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address):
Resolute Building Company
SURETY (Name and Principal Place of Business):
211 Cloister Ct.
Travelers Casualty and Surety Company of America
Chapel Hill, NC 27514
Construction Services
One Tower Square
OWNER(Name and Address):
Hartford, CT 06183
Orange County, North Carolina
PO Box 8181
Hillsborough, NC 27278
CONSTRUCTION CONTRACT '
Dote April 21, 2009
Amount: Two Million Seven Hundred Ei htyOne�housendlhwoHundnajFo�v8�v�nondOO/1OODo|ks
($2.781.247.00) - ^ no
Uaeohotion (Name and Location): The Hillsborough Commono, HiUabonough, NC.
BOND
Date (Not earlier than Construction Contract Doto>� Apri 1 21, 2009
Annount:T\moKAU|ion|SevenHundred BghtvOne 'houaandTvvoHundnadFodxGavanandOO/1ODDollars
Modifications to this Bond: 0 None
CONTRACTOR AGPRINCIPAL
Resolute Building Company
Signature: If
Name and Title:
(Any additional signatures appoaronpage3)
0 See Page 3
Company:
Travelers Casualty and Surety Company of America
'
Name and Title: Scott D. Mathers, Attorney-in-Fact
(FOR INFORMATION ONLY - Name, Address and Telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer
(919) 676-8834 or other party):
Wachovia Insurance Services Corley, Redfoot, Zack Architects & Engineers
P.O. Box 97787 222 Cloister Court
Raleigh, NC 27624-7787 Chapel Hill, NC 27514
AIA DOCUMENT A312 0 PERFORMANCE BOND AND PAYME T BOND -DECEMBER 1984 ED. -AIAG
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006
THIRD PRINTING - MARCH 1987 A312-1984
I The Contractor and the Surety, jointly and severally, bind
themselves, their heirs, executors, administrators,
successors and assigns to the Owner for the performance
of the Construction Contract, which is incorporated herein
by reference.
2 If the Contractor performs the Construction Contract, the
Surety and the Contractor shall have no obligation under
this Bond, except to participate in conferences as provided
in Subparagraph 3.1.
3 If there is no Owner Default, the Surety's obligation
under this Bond shall arise after:
3.1 The Owner has notified the Contractor and the
Surety at its address described in Paragraph 10 below
that the Owner is considering declaring a Contractor
Default and has requested and attempted to arrange a
conference with the Contractor and the Surety to be
held not later than fifteen days after receipt of such
notice to discuss methods of performing the
Construction Contract. If the Owner, the Contractor
and the Surety agree, the Contractor shall be allowed a
reasonable time to perform the Construction Contract,
but such an agreement shall not waive the Owner's
right, if any, subsequently to declare a Contractor
Default; and
3.2 The Owner has declared a Contractor Default and
formally terminated the Contractor's right to complete
the contract. Such Contractor Default shall not be
declared earlier than twenty days after the Contractor
and the Surety have received notice as provided in
Subparagraph 3.1; and
3.3 The Owner has agreed to pay the Balance of the
Contract Price to the Surety in accordance with the
terms of the Construction Contract or to a
contractor selected to perform the Construction
Contract in accordance with the terms of the
contract with the
3.4 Owner.
4 When the Owner has satisfied the conditions of
Paragraph 3, the Surety shall promptly and at the Surety's
expense take one of the following actions:
4.1 Arrange for the Contractor, with consent of the
Owner, to perform and complete the Construction
Contract; or
4.2 Undertake to perform and complete the
Construction Contract itself, through its agents or
through independent contractors; or
4.3 Obtain bids or negotiated proposals from qualified
contractors acceptable to the Owner for a contract for
performance and completion of the Construction
Contract, arrange for a contract to be prepared for
execution by the Owner and the contractor selected
with the Owner's concurrence, to be secured with
performance and payment bonds executed by a
qualified surety equivalent to the bonds issued on the
Construction Contract, and pay to the Owner the
amount of damages as described in Paragraph 6 in
excess of the Balance of the Contract Price incurred
by the Owner resulting from the Contractor's default;
or
4.4 Waive its right to perform and complete, arrange
for completion, or obtain a new contractor and with
reasonable promptness under the circumstances:
.1 After investigation, determine the amount for
which it may be liable to the Owner and, as soon
as practicable after the amount is determined,
tender payment therefor to the Owner; or
.2 Deny liability in whole or in part and notify the
Owner citing reasons therefor.
5 If the Surety does not proceed as provided in Paragraph
4 with reasonable promptness, the Surety shall be deemed
to be in default on this Bond fifteen days after receipt of an
additional written notice from the Owner to the Surety
demanding that the Surety perform its obligations under
this Bond, and the Owner shall be entitled to enforce any
remedy available to the Owner. If the surety proceeds as
provided in Subparagraph 4.4, and the Owner refuses the
payment tendered or the Surety has denied liability, in
whole or in part, without further notice the Owner shall be
entitled to enforce any remedy available to the Owner.
6 After the Owner has terminated the Contractor's right to
complete the Construction Contract, and if the Surety
elects to act under Subparagraph 4.1, 4.2, or 4.3 above,
then the responsibilities of the Surety to the Owner shall
not be greater than those of the Contractor under the
Construction Contract, and the responsibilities of the
Owner to the Surety shall not be greater than those of the
Owner under the Construction Contract. To the limit of the
amount of this Bond, but subject to commitment by the
Owner of the Balance of the Contract Price to mitigation of
costs and damages on the Construction Contract, the
Surety is obligated without duplication for:
6.1 The responsibilities of the Contractor for correction
of defective work and completion of the Construction
Contract;
6.2 Additional legal, design professional and delay
costs resulting from the Contractor's Default, and
resulting from the actions or failure to act of the Surety
under Paragraph 4; and
6.3 Liquidated damages, or if not liquidated damages
are specified in the Construction Contract, actual
damages caused by delayed performance or non-
performance of the Contractor.
7 The Surety shall not be liable to the Owner or others for
obligations of the Contractor that are unrelated to the
Construction Contract, and the Balance of the Contract
Price shall not be reduced or set off on account of any
such unrelated obligations. No right of action shall accrue
on this Bond to any person or entity other than the Owner
or its heirs, executors, administrators or successors.
8 The Surety hereby waives notice of any change,
including changes of time, to the Construction Contract or
to related subcontracts, purchase orders and other
obligations.
9 Any proceeding, legal or equitable, under this Bond may
be instituted in any court of competent jurisdiction in the
location in which the work or part of the work is located and
shall be instituted within two years after Contractor Default
or within two years after the Contractor ceased working or
within two years after the Surety refuses or fails to perform
its obligations under this Bond, whichever occurs first. If
the provisions of this Paragraph are void or prohibited by
law, the minimum period of limitation available to sureties
as a defense in the jurisdiction of the suit shall be
applicable
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. e AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312 -1984
10 Notice to the Surety, the Owner or the Contractor shall
be inailed or delivered to the address shown on the
signature page.
11 When this Bond has been furnished to comply with a
statutory or other legal requirement in the location where
the construction was to be performed, any provision in this
Bond conflicting with said statutory or legal requirement
shall be deemed deleted herefrom and provisions
conforming to such statutory or other legal requirement
shall be deemed incorporated herein. The intent is that
this Bond shall be construed as a statutory bond and not
as a common law bond.
12 DEFINITIONS
12.1 Balance of the Contract Price: The total amount
payable by the Owner to the Contractor under
the Construction Contract after all proper
adjustments have been - made, including
allowance to the Contractor of any amounts
received or to be received by the Owner in
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
settlement of insurance or other claims for
damages to which the Contractor is entitled,
reduced by all valid and proper payments made
to or on behalf of the Contractor under the
Construction Contract.
12.2 Construction Contract: The agreement between
the Owner and the Contractor identified on the
signature page, including all Contract Documents and
changes thereto.
12.3 Contractor Default: Failure of the Contractor,
which has neither been remedied nor waived, to
perform or otherwise to comply with the terms of the
Construction Contract.
12.4 Owner Default: Failure of the Owner, which has
neither been remedied nor waived, to pay the
Contractor as required by the Construction Contract or
to perform and complete or comply with the other
terms thereof.
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature:
Name and Title:
Address:
Signature:
Name and Title:
Address:
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312 -1984
THIRD PRINTING • MARCH 1987
..
Tl�|�� �Q���������Z��V |����T'� ��[� �J�����1-F��y�T��
'''�-^°^^`-'^`~~~^'^~`~''^-~'---' '-'-'-'---'-
AIADoounnent A312
Payment Bond
Any singular reference to Contractor, Surety, Owner orother party shall be considered plural where
CONTRACTOR (Name and
Resolute Building Company
211 Cloister Court
Chapel HiU, NC 27514
OWNER (Name and :
Orange County, North Carolina
PO Box 8181
Hillsborough, NC 27278
SURETY (Name and Principal Place of :
Travelers Casualty and Surety Company ofAmerica
Construction Services
One Tower Square
Hartford, CTUG183
CONSTRUCTION CONTRACT
Date: April 21, 2009
Amount: Two Million Seven Hundred Eighty One Thousand Two Hundred Forty Seven and 00/100 Dollars
($2.781.247.00)
Description (Name and Location): The Hillsborough Conmnnono, Hi|ksborough, NC
BOND
Date /Notoadierthan Conatnuo�on��on�octDate): Apri 1 21v 2009
Amount: Two Million Seven Hundred Eighty One Thousand Two Hundred Forty Seven and 00/100 Dollars
Modifications to this Bond:
CONTRACTOR A8PRINCIPAL
Company: a
Resolute Building Company
Signature: v
Name and Title:
(Any additional ' natureaeppearonpogeG\
M-40-am
Company: Seal)
Travelers, Casualty 4anSurety Company of America
Name an Title: Scott D. Mathers, Attorney-In-Fact
(FOR � OWNER'S REPRESENTATIVE ��ENTorBRO��R� ,
or other parb\:
VVachovim Insurance Services Codey, Redfoot2ooh Architects & Engineers
P.{). Box 22O748 222 Cloister Court
Charlotte, NC 28222 Chapel Hill, NC27514
AIA DOCUMENT A312 a PERFORMANCE BOND AND PAYMENT BOND ° DECEMBER 1mw ED. °AIxm
THE AMERICAN INSTITUTE op ARCHITECTS, 1nm NEW YORK mE..wxx. WASHINGTON, o�.co00a A3124984 4
THIRD PRINTING 9 MARCH 1987
1 The Contractor and the Surety, jointly and severally, bind
themselves, their heirs, executors, administrators, successors
and assigns to the Owner to pay for labor, materials and
equipment furnished for use in the performance of the
Construction Contract, which is incorporated herein by
reference.
2 With respect to the Owner, this obligation shall be null and
void if the Contractor:
2.1 Promptly makes payment, directly or indirectly, for all
sums due Claimants, and
2.2 Defends, indemnifies and holds harmless the Owner
from claims, demands, liens or suits by any person or entity
whose claim, demand, lien or suit is for the payment for
labor, materials or equipment furnished for use in the
performance of the Construction Contract, provided the
Owner has promptly notified the Contractor and the Surety
(at the address described in Paragraph 12) of any claims,
demands, liens or suits and tendered defense of such
claims, demands, liens or suits to the Contractor and the
Surety, and provided there is no Owner Default.
3 With respect to Claimants; this obligation shall be null and
void if the Contractor promptly makes payment, directly or
indirectly, for all sums due.
4. The Surety shall have no obligation to Claimants under this
Bond until:
4.1 Claimants who are employed by or have a direct
contract with the Contractor have given notice to the
Surety (at the address described in Paragraph 12) and
sent a copy, or notice thereof, to the Owner, stating that a
claim is being made under this Bond and, with substantial
accuracy, the amount of the claim.
4.2 Claimants who do not have a direct contract with the
Contractor:
Have furnished written notice to the Contractor
and sent a copy, or notice thereof, to the Owner,
within 90 days after having last performed labor
or last furnished materials or equipment included
in the claim stating, with substantial accuracy, the
amount of the claim and the name of the party to
whom the materials were furnished or supplied or
for whom the labor was done or performed; and
.2 Have either received a rejection in whole or in part
from the Contractor, or not received within 30
days of furnishing the above notice any
communication from the Contractor by which the
Contractor has indicated the claim will be paid
directly or indirectly; and
.3 Not having been paid within the above 30 days,
have sent a written notice to the Surety (at the
address described in Paragraph 12) and sent a
copy, or notice thereof, to the Owner, stating that
a claim is being made under this Bond and
enclosing a copy of the previous written notice
furnished to the Contractor.
5 If a notice required by Paragraph 4 is given by the Owner to
the Contractor or to the Surety, that is sufficient compliance.
Paragraph 6 is deleted in its entirety and the following is
substituted in its place:
6. When the Claimant has satisfied the conditions of
Paragraph 4, and has submitted all supporting documentation
and any proof of claim requested by the Surety, the Surety
shall, within a reasonable period of time, notify the Claimant of
the amounts that are undisputed and the basis for challenging
any amounts that are disputed, including, but not limited to, the
lack of substantiating documentation to support the claim as to
entitlement or amount, and the Surety shall, within a
reasonable period of time, pay or make arrangements for
payment of any undisputed amount; provided, however, that
the failure of the Surety to timely discharge its obligations
under this paragraph or to dispute or identify any specific
defense to all or any part of a claim shall not be deemed to be
an admission of liability by the Surety as to such claim or
otherwise constitute a waiver of the Contractor's or Surety's
defenses to, or right to dispute, such claim. Rather, the
Claimant shall have the immediate right, without further notice,
to bring suit against the Surety to enforce any remedy available
to it under this Bond.
7 The Surety's total obligation shall not exceed the amount of
this Bond, and the amount of this Bond shall be credited for
any payments made in good faith by the Surety.
8 Amounts owed by the Owner to the Contractor under the
Construction Contract shall be used for the performance of the
Construction Contract and to satisfy claims, if any, under any
Construction Performance Bond. By the Contractor furnishing
and the Owner accepting this Bond, they agree that all funds
earned by the Contractor in the performance of the Construction
Contract are dedicated to satisfy obligations of the Contractor
and the Surety under this Bond, subject to the Owner's priority
to use the funds for the completion of the work.
9 The Surety shall not be liable to the Owner, Claimants or
others for obligations of the Contractor that are unrelated to the
Construction Contract. The Owner shall not be liable for
payment of any costs or expenses of any Claimant under this
Bond, and shall have under this Bond no obligations to make
payments to, give notices on behalf of, or otherwise have
obligations to Claimants under this Bond.
10 The Surety hereby waives notice of any change, including
changes of time, to the Construction Contract or to related
subcontracts, purchase orders and other obligations.
11 No suit or action shall be commenced by a Claimant under
this Bond other than in a court of competent jurisdiction in the
location in which the work or part of the work is located or after
the expiration of one year from the date (1) on which the
Claimant gave the notice required by Subparagraph 4.1 or
Clause 4.2.3, or (2) on which the last labor or service was
performed by anyone or the last materials or equipment were
furnished by anyone under the Construction Contract, whichever
of (1) or (2) first occurs. If the provisions of this Paragraph are
void or prohibited by law, the minimum period of limitation
available to sureties as a defense in the jurisdiction of the suit
shall be applicable.
12 Notice to the Surety, the Owner or the Contractor shall be
mailed or delivered to the address shown on the signature page.
Actual receipt of notice by Surety, the Owner or the Contractor,
however accomplished, shall be sufficient compliance as of the
date received at the address shown on the signature page.
13 When this Bond has been furnished to comply with a
statutory or other legal requirement in the location where the
construction was to be performed, any provision in this Bond
conflicting with said statutory or legal requirements shall be
deemed deleted here from and provisions conforming to such
statutory or other legal requirement shall be deemed
incorporated herein. The intent is that this
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312 -1984 5
TWIPn 0Q1KJTINr'- . hAADIN4 10R7
Bond shall be construed as a statutory bond and not as a
common law bond.
14 Upon request by any person or entity appearing to be a
potential beneficiary of this Bond, the Contractor shall
promptly furnish a copy of this Bond or shall permit a copy
to be made.
15 DEFINITIONS
15.1 Claimant: An individual or entity having a direct
contract with the Contractor or with a subcontractor of
the Contractor to furnish labor, materials or equipment
for use in the performance of the Contract. The intent
of this Bond shall be to include without limitation in the
terms "labor, materials or equipment" that part of
water, gas, power, light, heat, oil, gasoline, telephone
service or rental equipment used
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
in the Construction Contract, architectural and
engineering services required for performance of the
work of the Contractor and the Contractor's
subcontractors, and all other items for which a
mechanic's lien may be asserted in the jurisdiction
where the labor, materials or equipment were
furnished.
15.2 Construction Contract: The agreement between
the Owner and the Contractor identified on the
signature page, including all Contract Documents and
changes thereto.
15.3 Owner Default: Failure of the Owner, which has
neither been remedied nor waived, to pay the
Contractor as required by the Construction Contract or
to perform and complete or comply with the other
terms thereof.
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature:
Name and Title:
Address:
Signature:
Name and Title:
Address:
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312 -1984
THIRD PRINTING • MARCH 1987
WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER
POWER OF ATTORNEY
TRAVELERS.1 Farmington Casualty Company St. Paul Guardian Insurance Company
Fidelity and Guaranty Insurance Company St. Paul Mercury Insurance Company
Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company
Seaboard Surety Company Travelers Casualty and Surety Company of America
St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company
Attorney -In Fact No. 214644
Certificate No. 0 2 4 9 4 8 8
KNOW ALL MEN BY THESE PRESENTS: That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York, that St. Paul
Fire and Marine Insurance Company, St. Paul Guardian Insurance Company and St. Paul Mercury Insurance Company are corporations duly organized under the laws
of the State of Minnesota, that Farmington Casualty Company, Travelers Casualty and Surety Company, and Travelers Casualty and Surety Company of America are
corporations duly organized. under the laws of the State of Connecticut, that United States Fidelity and Guaranty Company is a corporation duly organized under the
laws of the State of Maryland, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and
Guaranty Insurance Underwriters, Inc. is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies "), and that
the Companies do hereby make, constitute and appoint
Scott D. Mathers, Rhonda P. Newton, Karen M. Bracey, and Jennifer S. Beasley
of the City of Raleigh , State of North Carolina , their true and lawful Attorney(s) -in -Fact,
each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and
other writings obligatory in the nature thereof on behalf of the Companies in their-business of guaranteeing the fidelity of persons, guaranteeing the performance of
contracts and executing or guaranteeing bonds and undertakings required or permitted in any adtions or p% ceedings allowed by law.
v " 12th
IN WITNFS$t�REOF, the Companies 2007Tave caused this instrumeetlto be stgned and thetr'cor`porate seals to be hereto affixed, this
day of
VV
Farmington Casualty Company 47r St. Paul Guardian Insurance Company
Fidelity and Guaranty nsurance, Companytt;� St. Paul Mercury Insurance Company
Fidelity and Guaranty Insura ce iJnderweiters, Inc. Travelers Casualty and Surety Company
Seaboard Surety Company Travelers Casualty and Surety Company of America
St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company
0�2 �N...... . pITY ANp wRFF ,........ ,q*. .t s ... 0� SE3S.L�3° /d *� lFp ,� n s�FANee al........;�a- ot.. .: �a� sb �N,�D 1......•�� ��.AlN
State of Connecticut
City of Hartford ss.
By:
Georg Thompson, enior ice President
12th October 2007
On this the day of , before me personally appeared George W. Thompson, who acknowledged himself
to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc.,
Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers
Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being
authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.
G.T R
In Witness Whereof, I hereunto set my hand and official seal.
My Commission expires the 30th day of June, 2011. �'°UlsUG
58440 -5 -07 Printed in U.S.A.
Marie C. Tetreault, Notary Public
ACRD. . CERTIFICATE F LIABILITY I SU C 0410112009''
C
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wachovia Insurance Sery -RA, NC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
PO Box 97787 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Raleigh, NC 27624 -7787
800- 222 -4154 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURERA: Westfield National Insurance Company 24120
Resolute Building Company INSURER B: Westfield Insurance Company 24112
PO Box 3656 INSURER C:
Chapel Hill, NC 27515 INSURER D:
INSURER E:
v THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
NSR
LTR
DD'
NSR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MM /DD
POLICY EXPIRATION
DATE MM /DD
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
TRA4527240
10101/08
10/01/09
EACH OCCURRENCE
$1,000,000
DAMAGE TO RENTED
$300.000
MED EXP (Any one person)
$10,000
CLAIMS MADE ® OCCUR
PERSONAL & ADV INJURY
$1,000,000
GENERAL AGGREGATE
$2 00O OOO
X
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP /OP AGG
s2,000,000
POLICY X E LOC
A
AUTOMOBILE LIABILITY
X ANY AUTO
TRA4527240
10/01/08
10101109
COMBINED SINGLE LIMIT
(Ea accident)
$1,000,000
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per person)
$
BODILY INJURY
(Per accident)
$
X HIRED AUTOS
X NON -OWNED AUTOS
PROPERTY DAMAGE
(Per accident)
$
X $250 Comp Ded
X
$500 Coll Ded
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHERTHAN EA ACC
AUTO ONLY: AGG
_
$
ANY AUTO
$
A
EXCESS /UMBRELLA LIABILITY
TRA4527240
10/01/08
10/01/09
EACH OCCURRENCE
$10,000,000
AGGREGATE
$10,000,000
X1 OCCUR FI CLAIMS MADE
$
DEDUCTIBLE
$
X RETENTION $ G
B ,
WORKERS COMPENSATION AND
WCP452739R
10/01/08
10/01/09
]( WC STATU- OTH-
-
E.L. EACH ACCIDENT
$100,000
EMPLOYERS' LIABILITY
N
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
E.L. DISEASE - EA EMPLOYEE
$100,000
E.L. DISEASE- POLICY LIMIT
$SOO,
If yes, describe under
SPECIAL PROVISIONS below
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Project: Hillsborough Commons, Hillsborough, NC
Orange County, North Carolina is added as an additional insured with
respects to General Liability and Umbrella Liability Policies regarding the
above project.
Orange County, North Carolina
PO Box 8181
Hillsborough, NC 27278
ACORD 25 (2001108) 1 of 2 #S14658011M1405195
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30_ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
AUTHORIZED REPR�EE
JBEOZ W Hwrcu LlumruMlmI"r'd raoo
If the certificate holder is on ADDITIONAL INSURED, the policy(ies) must be endorsed. Aobnbnnen
on this oortihoob* does not confer rights to the certificate holder in lieu of such ondormement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require on endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute o contract between
the issuing insurer(s), authorized representative or pmduoer, and the certificate hnlder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACoRous-S(2uu1mo ) 2 of #S1465801801405195
POLICY NUMBER: TRA 4527240
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EARLIER NOTICE OF CANCELLATION
PROVIDED BY Us
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE PART
CRIME AND FIDEL" COVERAGE PART
EQUIPMENT BREAKDOWN COVERAGE PART
FARM COVERAGE PART
COMMERCIAL PROPERTY COVERAGE PART
COMMERCIAL INLAND -MARINE COVERAGE PART
COMMERCIAL LIABILITY UMBRELLA COVERAGE PART
OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART
COMMERCIAL GENERAL LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
PROFESSIONAL LIABILITY COVERAGE
SCHEDULE
Number of Days' Notice 30
Name Of Ad41tional -insured Person(
Or Organization(s
Location(s) Of Covered Operations
ORANGE COUNTY
ALL PROJECTS
PO 130'�, 'Z 8181
HILLSBOROUGH NC 27278
(If no entry appears above, information required to complete this Schedule will be shown in the
Declarations as applicable to this endorsement.)
For any statutorily permitted reason other than nonpayment of premium, the number of days required for
notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condi-
tion or as amended by an applicable state cancellation endorsement, is increased to the number of days
shown in the Schedule above.
Copyright, insurance Services Offlea, Jhc., M2 IL 70 $5 06 08
POLICY NUMBER, TRA 4527240 COMMERCIAL GENERAL LIABILITY
..X
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
POLLUTION LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDUL15
Number of Days' Notice 30
(if no entry appears above, information required to complete this Schedule will be shown in the
Declarations as applicable to this endorsement.)
For any statutorily Permitted reason other than nonpayment of premium, the number of days required for
notice of cancellation, as provided in paragraph 2. of of either the CANCELLATION Common Policy Con-
dition or as amended by an applicable state cancellation endorsement, is increased to the number of
days shown in the Schedule above.
Copyright. Insurance Services Office, Inc„ 1892 CG 02 24 10 93
POLICY NUMBER: TRA 4527240 COMMERCIAL LIABILITY UMBRELLA
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
EARLIER NOTICE OF CANCELLATION
PROVIDED BY US
This endorsement modifies insurance provided under the following:
COMMERCIAL LIABILITY UMBRELLA COVERAGE PART
[ZLwy lib
Number Of Days' Notice 30
k it �jk&ly aijijufalzjo duuvu, iniorma-tion required to complete this Schedule will be shown in the Decla.-
rations as applicable to this endorsement.)
For any statutorily permitted reason other than nonpayment of premium, the number of days required for
notice of cancellation, as provided in. Paragraph 2. of either the Cancellation Common Policy Condition
or as amended by an applicable state cancellation endorsement, is increased to the number of days
shown in the Schedule above.
COPYright, insurance seivice,% office„ Inn., 2000 CU 02 04 OS 00
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Insumd
Insurance Company
Westfield Insurance
Company
WCP4527399
10/01/08 — 10/01/09
Effective 10/01/08
TK; 32 48 01 114Q