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HomeMy WebLinkAboutS Purchasing - Construction Manager at Risk Services for Emergency Services Facility~. R~'CEf1/ED JAI" 3 0 Zfl08 ~ ~.. ' ~ °~' - Please return this copy to / a. - // ~ d 7 ~ ` '' Clerk to the Board's office for PAF y~, ORANGE COUNTY AGREEMENT FOR CONSTRUCTION NORTH CAROLINA MANAGER AT RISK SERVICES .~ ..:~ , This AGREEMENT is made and effective on this date: ne~ember U., ~nm 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 EMERGENCY MANAGEMENT SERVICES FACILITY, Hillsborough, North Carolina, as further described in Article 2 For which the Designer is: CORLEY, REDFOOT, ZACK ARCHITECTS & 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 1 -RELATIONSHIP OF THE PARTIES ......................................................................................... 4 1.1 9wner 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 .......................................................................................................... 4 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 Svstem (MIST 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 Earlv Start 4.6 Recovery 4.7 Schedule Monitoring 4.8 Schedule Revisions 4.9 Withholding Payment from CMAR 4.10 Work by Owner 4.11 Force Maieure 4.12 Notice 4.13 Weather Delay 4.14 Damages for Delay 4.15 Liquidated Damages ARTICLE 5 -CHANGES IN THE CONSTRUCTION MANAGER AT RISK'S SERVICES AND ADDITIONAL 19 COMPENSATION 5.1 Owner Chances ARTICLE 6 -OWNER'S RESPONSIBILITIES ............................................................................................... 20 6.1 Program 6.2 Decisions 6.3 Insurance 6.4 Notice of Nonconformities 6.5 Approvals 6.6 Designer 6.7 Budget 6.8 Separate Contracts 6.9 Copies of Drawings and Specifications 6.10 Permits and Approvals 6.11 Funding Requirements 6.12 Communication 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 Adjustments to the Guaranteed Maximum Price 7.4 Fixed Fee and General Conditions Costs 2 ~. ,. ARTICLE 8 -INSURANCE AND INDEMNITY ............................................................................................... 25 8.1 CMAR's Liability Insurance 8.2 Builder's Risk Insurance 8.3 Indemni ARTICLE 9 -TERMINATION AND SUSPENSION ......................................................................................... 27 9.1 Termination for Convenien e 9.2 Termination for Default 9.3 Additional Termination Provisions 9.4 Suspension ARTICLE 10 -DISPUTE RESOLUTION ....................................................................................................... 29 ARTICLE 11 -ADDITIONAL PROVISIONS .................................................................................................. 30 11.1 Confidentiality 11.2 Si ns 11.3 Limitation and Assignment 11.4 Minority Business Enterprise Program 11.5 Extent of Agreement 11.6 Severabilitv 11.7 Meaning of Terms 11.8 Notices 11.9 Bonds 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 3 .~ ,~ ARTICLE 1 RELATIONSHIP OF THE PARTIES 1.1 Owner and Construction Manaoer 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 Designer 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. 1.4 Relationship of th CMAR t 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 Orange County Emergency Management Services Facility in Hillsborough, North Carolina. The Project is intended for use as the Emergency 9-1-1 Communications and Dispatch Facility, 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 4 ~. 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 shall 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. 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 Emolovees 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 Manaoement 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 5 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 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 aPre-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 Survev 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 Project and Construction Budget 6 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 Budget Analysis 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 Specifications 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 Proiect 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. 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 shall be processed through the change order provisions in the Agreement. 3.6.8 Analvzina 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 Chance 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 7 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 Progress Payments In consultation with the Designer, the CMAR 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 8 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 Proiect 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 Price 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 shall specify the actual cash flow compared to the projected cash flow. 3.7.5 Chance 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 Budoet Revisions The CMAR shall make recommendations to the Owner concerning construction changes that may result in revisions to the Project Guaranteed Maximum Price. 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. 3.7.8 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 Commissionino 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 shall 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 Proiect 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 9 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 CMAR 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 to 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 Reaulatorv Aa ncies 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 10 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 Proiect Funding 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. & 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 Preaualifvina 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 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 Ooenina 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 11 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 Pre-Construction Conference In connection with the Designer, the CMAR shall conduct a Pre-Construction Conference during which the CMAR shall review the reporting procedures, site operations and other contractual requirements for the Project. 3.10.2 Onsite Management and Construction Phase Communication Procedures The CMAR shall provide and maintain a management team on the Project site to provide contract administration and the CMAR shall establish and implement coordination and communication procedures among the CMAR, Owner, Designer, and Contractors. 3.10.3 Contract Administration Procedures The CMAR shall establish and implement procedures for expediting and processing requests for information, shop drawings, material and equipment sample submittals, Contractor schedule adjustments, change orders, substitutes, payment requests and the maintenance of logs. The CMAR shall maintain daily job reports. The CMAR shall be the party to whom requests for information, submittals, Contractor schedule adjustments, substitutes, change order requests and payment requests shall be submitted by the Contractors. 3.10.4 Project Site Meetinos The CMAR shall conduct weekly coordination meetings at the site with all Contractors. As set forth in the Master Schedule and the Contract Documents, the CMAR shall conduct pre- installation and preconstruction meetings for key components of the Work. The CMAR shall conduct a monthly meeting with the Owner and the Designer to update them on progress of the Work. The CMAR shall record, transcribe and distribute minutes of all project site meetings to all attendees, the Owner and Designer. 3.10.5 Coordination of Other Independent Consultants Technical inspection and testing required by the Designer, the Owner or others shall be coordinated by the CMAR. The CMAR shall be provided with a copy of all inspection and testing reports on the day of the inspection or test or when issued. 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 of the Contract Documents and that it establishes completion dates that comply with the requirements of the Master Schedule. The CMAR and the Owner shall together approve the Contractors for which a Construction Schedule is required. 3.10.7 Construction Schedule Report The CMAR shall review the progress of construction of each Contractor on a 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 as data for input to a monthly Construction Schedule report that shall be prepared and distributed to the Contractor, the Owner and Designer. The report shall indicate the actual progress compared to scheduled progress and shall serve as the basis for the progress payment to the Contractor. The CMAR shall determine and implement alternative courses of action that may be necessary to achieve contract compliance by the Contractor. 3.10.8 Recovery Schedules In the event the Project is falling behind schedule, the CMAR shall require each Contractor to prepare and submit a recovery schedule as specified in the Contract Documents. The CMAR shall review and ascertain that the Contractor is providing sufficient resources to regain lost time. 3.10.9 Requests for Chances to the Contract Time and Guaranteed Maximum Price The CMAR shall review the contents of a request for changes to the construction contract time or price submitted by a Contractor, assemble information concerning the request and endeavor to determine the cause of the request. In instances where the CMAR's analysis reveals that the request is valid, the CMAR shall prepare a detailed report to the Designer and 12 the Owner for review, consideration and approval. The CMAR shall, prior to the issuance of a change order, determine the effect on the Master Schedule of time extensions requested by the Contractor. The Designer shall prepare the necessary change order documents for signing by the CMAR, Designer and Owner. The CMAR shall 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 workmanship 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 all such tests and inspections shall be provided to the Owner and the Designer. 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-built 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. 13 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. Prooertv 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 barcicaded 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 that all Contractors meet or exceed the Project Safety Program requirements including where those requirements meet or exceed State or Federal requirements. 3.10.15.5 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 falling 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 14 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, 46 and 4C, as amended (15 N.C.A.C. 4A, 46 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 Ooerations 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 Occupancv Permit The CMAR shall assist the Owner and Designer in obtaining an occupancy permit by accompanying govemmental officials during inspections of the Project, preparing and submitting documentation to governmental agencies and coordinating final testing and other activities. 3.11.4 Occupancv 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-fumished equipment, materials, supplies and furnishings are Additional Services; provided, however, that coordination and scheduling of the procurement, storage, maintenance and installation of Owner-furnished 15 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 D r ion 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 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 othervise 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 expresses 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 Earlv Start [Not used.] 4.6 Recovery 16 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 Pavment 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 correct 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, 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 Maieure 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. 4.11.3 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 17 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 activities created by the delay and their relationship with existing activities; 4.12.4 Identification of person(s) or organization(s) 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 Delavs 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 wnstruction 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 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 Delav 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 Liquidated Damages 18 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 One Thousand Dollars ($1,000) 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 in 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 Chances in the CMAR's Services Changes in the CMAR's 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 shalt 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 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 eight percent (8%) 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. 19 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 CMAR complete information regarding the Owner's 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 or otherwise 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 Approvals The Owner shall furnish required information and approvals and perform its responsibilities and activities in a timely manner to facilitate orderly progress of the Work in cooperation with the CMAR, consistent with this Agreement, and in accordance with the planning and scheduling requirements and budgetary restraints of the Project. 6.6 Designer The Owner shall retain a Designer whose services, duties and responsibilities shall be described in a written agreement between the Owner and Designer. The services, duties, 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 Documents. The Owner shall, in its agreement with the Designer, require that the Designer perform its services in cooperation with the CMAR, consistent with this Agreement and in accordance with the planning, scheduling and budgetary requirements of the Project as determined by the Owner. The terms and conditions of the agreement between the Owner and the Designer shall not be changed or waived without written notice to the CMAR provided at the time of the change or revision. 6.7 Budget 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, or 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 agreements to be compatible and consistent with this Agreement. Each of the agreements shall include waiver of subrogation as required herein. The CMAR agrees to cooperate with the Owner and its separate contractors and coordinate the Work of all parties, including the Owner's forces or separate contractors. Provided the CMAR has reasonable advance notice of the identity and duties of separate contractors, the CMAR agrees to 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 be subject to dispute resolution in accordance with the dispute resolution provisions in Appendix A. 6.9 Conies of Drawings and Specifications The CMAR shall estimate the reasonable number of copies of interim and final drawings, specifications and Contract Documents required by the CMAR, and shall obtain such copies from the Designer at the CMAR's expense. The estimated cost of such copies shall be included in the Guaranteed Maximum Price. 6.10 Permits and Approvals With the cooperation and assistance of the CMAR and the Contractors as set forth in this Agreement, the Owner shall in a timely manner secure, submit and pay for necessary approvals, easements, assessments, permits and charges required for the construction, use or occupancy of permanent structures, or for permanent changes in existing facilities. 6.11_Funding Requirements The Owner shall describe the funding for the Project to the CMAR and the Designer. 20 6.12 Communication with Contractors The Owner, its representatives and consultants, including Designers, shall communicate with the Contractors only through the CMAR. 6.13 Conies 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 Owner's point of contact and to act in the Owner's 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 Owner's 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 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 apre- 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 21 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. 7.1.6 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; 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 Chances 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 22 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 shall 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 determining 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 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 Chanoes 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 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 $6,500; and, for the construction and post-construction phases, a fee equal to eight percent (8%) of the Cost of the Work included in the original agreed Guaranteed Maximum Price and detailed in Appendix E. 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. 23 ^ and motor vehicle liability insurance shall be written for not less than the following limits of liability: a. Commercial General Liabilitv 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 DIC for contractors' professional is requested b. Commercial Motor Vehicle Liabilitv 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 P licies 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 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 Liabilitv 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 26 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, the CMAR, the Contractors and their subcontractors and shall insure against the loss from the perils of fire and all risk coverage for physical loss or damage due to theft, vandalism, collapse, malicious mischief, transit, flood, earthquake, testing, or damages resulting from defective design, negligent workmanship or defective material. The CMAR shall obtain approval from the Owner before increasing any coverage due to increases in construction costs. 8.2.2 Other Prooertv Insurance [Not used.] 8.2.3 Partial Occuoancv: If the Owner occupies 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. 8.2.4 Notices and Recovery If requested by the Owner, the CMAR shall provide the Owner with copies of all policies thus obtained for the Project. The CMAR shall provide the Owner with thirty (30) days advance notice of cancellation, non-renewal or endorsement reducing or restricting coverage. 8.2.5 Waiver of Subrogation The Owner and the CMAR waive all rights against each other and against the Contractors, consultants, agents and employees of the other for damages occurring during construction and covered by builder's risk and any property insurance required for this Project, excluding the Owner's property insurance. The Owner and the CMAR shall each require appropriate similar waivers from their contractors, consultants and agents. This waiver does not apply to design liability. 8.3 Indemnity To the fullest extent permitted by law, the CMAR shall indemnify and hold harmless the Owner, its employees, agents (including the Designer), 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 liable, in performance of services under this Agreement. The CMAR shall not be required to indemnify any person against losses resulting from a breach of contract or resulting from negligence, misconduct or violation of laws on the part of any person indemnified hereunder. The CMAR shall procure and maintain insurance as required by and set forth in 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 to the same extent and in the same manner that the CMAR has provided indemnification for the Owner under Paragraph 8.3. 8.3.2 Indemnification by Contractors The CMAR shall cause each Contractor to indemnify and hold harmless the Owner, CMAR and Designer from and against any and all claims, demands, suits, damages, including consequential damages and damages resulting from personal injury or property damage, costs, and expenses and fees that are asserted against the Owner, CMAR and the Designer and that arise out of or result from negligent acts or omissions or the breach of the Construction Contract by the Contractor, its employees, agents and representatives in performing the Work. 8.4 Bonds The CMAR shall purchase and provide 100% Performance and Payment Bonds, which Bonds shall comply with the requirements of the General Conditions. ARTICLE 9 TERMINATION AND SUSPENSION 9.1 Termination for Convenience This Agreement may be terminated in whole or in part by the Owner for convenience after seven (7) days written notice to the CMAR. In the event of termination pursuant to Paragraph 9.1, the CMAR shall either cancel or assign to the Owner all contracts with Contractors and other suppliers at the option of the Owner. The CMAR shall be paid for the Cost of the Work performed to the date of termination, plus reasonable termination expenses payable to Contractors under their 27 respective contracts, which shall each contain a termination for convenience clause that limits the recovery of the Contractors in the event of a termination for convenience to the value of the 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 carry 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 28 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 all 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 all 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 Susoension If the Project is suspended by the Owner for more than one hundred twenty (120) consecutive days, the CMAR shall have 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 Comoensation 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 sitting 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 29 contracts, shall specifically require its Contractors to be bound by this Article. ARTICLE 11 ADDITIONAL PROVISIONS 11.1 Confidentiality 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 Assignment 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 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 Severabilitv 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 30 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, Vice President PO 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 attomey for the attorney-in-fact executing such bond on behalf 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 Ownershio 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 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 $1,232,257.00. 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. 31 12.1.4 Construction Contract Price Savinos 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 on estimated quantities, allowances or other conditional pricing and, when the final price is determined, adjust the Guaranteed Maximum Price as follows: 12.1.4.1 If the final adjusted price of any item or division of the Work is less than the amount reflected in the approved Guaranteed Maximum Price, as determined in accordance with the terms of this Agreement, the amount indicated in the Guaranteed Maximum Price for the cast of such item shall be reduced by an 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. 12.1.4.2 If the final adjusted price of any item or division of the Work is greater than the amount reflected in the approved Guaranteed Maximum Price, as 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 of such item shall be increased by an 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 decreased 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 in the approved Guaranteed Maximum Price, the Guaranteed Maximum Price shall not be adjusted, except pursuant to an approved change order. 12.1.5 Chanoe of Contractor Ordered by Owner If the Owner directs the CMAR to award a contract to a bidder other than the lowest responsible and responsive pre-qualified bidder for any potion of the Project, the Guaranteed Maximum Price shall be increased by the amount of the difference between the award price and the price submitted by the lowest responsible and responsive bidder. 12.1.6 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 be due pursuant to the terms hereof, the CMAR shall continue to perform at no additional cost to the Owner until the Project, defined by this Agreement and all Attachments hereto, is complete. The CMAR shall be responsible for paying all costs in accordance with the terms of this Agreement that may be necessary to complete the Project, even if such amounts are in aggregate in excess of the Guaranteed Maximum Price. This Agreement is executed the day and year first written above. CMAR: RESOLUTE BUILDING COMPANY, INC. P.O. Box 3656 Chapel Hill, NC 7 15 By: _ 2~lQ`v~ Title: (President) (Manager) Attest: By. ~ ~ Title: --~-f~f~ _ (Secretary) ( anager) (Witness) OWNER: ORANGE COUNTY P. O. Box 8181 Hillsborough, N.C. X27278 By: Barry Jacob Chair Orange ounty ommis/Jsioners Attest: ~ ~~/1~~~~' ~""_"_ Clerk to the Board This instrument has been pre-audited in the manner required by the local Governmennnt Budget and Fiscal Control Act. K~~ Orange County Finance Officer This instrument is approved as to Form. • range ty tt ney 32 ORANGE COUNTY GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION NORTH CONSTRUCTION MANAGER AT RISK CAROLS NA Table of Contents Article 1. Definitions .............................. Page .......................................................................................................... 3 Article 2. Correlation, Interpretation and Intent of Contract Documents ......................................................... 6 Article 3. Familiarity with Wark, Conditions and Laws .................................................................................... 7 Article 4. Bands ............................................................................................................................................... 8 Article 5. Insurance and Indemnity .................................................................................................................. 8 Article 6. Other Record Documents and Submittats ..............................................................:......................16 Article 7. Contractor ......................................................................................................................................17 Article 8. Owner ....................................................................................................................... ..................24 Article 9. Construction Manager .....................................................,............................................._................24 Article 10. Designer .........................................................................................................................................25 Article 11. Testing and Surveying ...... .............................................................................................................25 Article 12. Separate Contracts ........................................................................................................................ 25 Article 13. Contract 7ime ................................................................................................................................ 26 Article 14. Changes in the Work ......................................................................................................................29 Article 15. Change of the Contract Price .........................................................................................................3Q 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. CMAR's Right to Do Work .............................................................................................................. 34 Article 20. Partial Payments ............................................ ............................................................................ 34 Article 21. Final Payment ................................................................................................................................ 36 Article 22. Contractor, Subcontractor and Supplier Affidavit ........................................................................... 37 Article 23. Assignments and Subeontracts .....................................................................................................38 GENERAL CONDITIONS FOR CM AT RISK PROJCCT 1 of 42 JUNE 2007 EDITION i Article 24. Articte 25. Article 26. Article 27. Articie 28. Article 29. Article 30. Article 31. Article 32. Article 33. Article 34. Article 35. Article 36. Measurements ................................................................................._.........----..._......................--•--- 38 Contractor and Subcontractor Relationships ................................................................................. 38 Use of Premises ............................................................................................................................. 39 Cutting, Patching and Fitting .............................................................................................:............ 39 Dispute Resalufion ......................................................................................................................... 39 Taxes ..................................................:........................................................................................... 39 Operation of Owner's Facilities ..................................................................................................... .40 Third Party i3enefciary Clause ..................................................................................................... .40 Measurement of Quantities ....................... .. .................................................................................. .40 Termination by the CMAR for Cause ............................................................................................ .40 Termination or Suspension by the CMAR for Convenience ........................................................ .. 41 Minority Business Enterprise Program ......................................................................................... .. 42 Genera! ..................... ......................................................... ........................................................... .. 42 GENERAL CONpITIONS FOR CM AT RfSK PROJECT 2 of 42 JUNE 2007 EDITION ART1Gf_E 1. DEIrINlTItJNS 1.1 Agreement - The Construction Agreement, these Generat 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 andlor an adjustment In the Contract. Price andlor the Contract Time issued after execution of the Construction Agreement. See paragraph 14.1 of fhese General Conditions. 1.6 Completion Dates -Those dates identified as the Contractor's Completion Dates [n the Contractor's Construction Schedule, the Master Schedule, ar elsewhere in the Contract Documents. 1.7 Construction Agreement -The document 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 Contractor s'sgned by the CMAR, the Owner and the .Designer directing an addition, deletion, or revision In the Wark after execution_of the Construction Agreement, in circumstances when the parties have been unable to agree on ari adjustment to the Contract Price ar the Contract Time, but the CMAR directs that the Contractor proceed with said Work subject to adjustment of the Contract Price andlor Contract Time under the procedures described herein. 1.9 Construction Manager At Risk (CMAR) -The person or firm designated as the CMAR in the Contract Documents, or its authorized representatives. The agreement between the CMAR and the Owner is referred io herein as the CMAR Contract_ 1.10 Contractor's Construction Schedule -That schedule described in Artiste 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 wilt be that time which is observed in Hillsborough, North Carolina, being Eastern Daylight Savings Time (EDT), Eastern Standard Time (ESTj, or other as designated by the Designer. 1.14 Contractor -The Contractor shah be that party identified as such In the Agreement. 1.15 Days - Untess otherw'sse indicated, the term "days" shall mean consecutive catendar days. GENERAL CONDITIONS FOR CM AT RISK PROJECT 3 of 42 JUNE 2007 EDITION 1.16 Daylight Hours -The hours ar portions of hours between sunrise and sunset local time. 1.17 Designer(s) -The person or firm designated as the Designer in the Contract Documents, or their authorized representatives. The Designer, as referred to herein, shall mean architect, landscape architect, andlor engineer. They will be referred to hereinafter as if each were of the singular number, masculine gender. 1.18 Drawings -The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work, and generally including plans, elevations, sections, details, schedules and diagrams. A Hst of the Drawings is contained In the Supplemental General Conditions. 1.19 Field Order - A written order issued by the Designer which clarifses or interprets the Contracf Documents or orders minor changes in the Work in accordance with the Contract Documents. See paragraph 14.3 of these Genera( Conditions. 1.20 Final Completion -The point at which the Contractor has, as determined by the Designer, completed the Work, with the exception of guaranty and warranty obligations,, and becomes entitled, upon the recommendation of the CMAR and the Designer and determination by the Owner, to final payment. 1.21 The words "furnish," "furnish and install," "install," and "provide" or words with similar meanings steal! be interpreted, unless otherwise stated, to mean furnish and install complete, in place and ready for service. 1.22 Master Schedule -The CMAR shall prepare and maintain a Master Schedule for the 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 in the bid documents presented to bidders. The Master Schedule shall be rev'ssed and updated to include key activities from the approved Contractor's Construction Schedule, as described in the Contract Documents, including proposed start and finish dates. 1.23 Modification - {A} a written amendment to the Contract Documents signed by the CMAR and the Contractor and identified therein as such, {6} a Change Order, (C} Construction Change Directive, or (D) a Field Order. A Modification may only be issued after execution of the Agreement. 1.24 Notice -The term "notice" or "written notice" as used herein shaft mean and include all written notices, demands, instructions, and claims approvals and disapprovals furnished by the CMAR, the Owner or the Designer to obtain compliance with the requirements of the Contract Documents, as well as all written notices, demands, instructions and claims furnished 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 required, and oral or "constructive" notice shall be insufficient and 'ineffective as notice. Email or other electronic delivery shalt be insufficient and ineffective as notice unless specifically a{[owed by the Supplementary Conditions or a Modification to 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 is intended, to an authorized representative of such individual, firm, or corporation, or on the date that it is mailed by registered or certified mail, return receipt requested, addressed to the last business address of such individual, firm, 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 case of delivery in person, such delivery shall not be effective unless and until a written and signed receipt showing the date and time of delivery is obtained. GENERAt_ COND1T10NS FOR GM AT RISK PROJECT 4 of 42 JUNE 2007 EDITION 1,25. Native of Award : Teheand that upon ampl an a wR'fth the condi 1 ns precedenteo bte fulfilled the successful Bidd by the Contractor within the time specified, the CMAR wilt execute and deliver the Agreement to the Contractor. 1,2g No#ice to Proceed -See paragraph 13.3 of these General Conditions. 1,27 Owner -The Owner is the person designated as such in the Agreement. 1,2g Owner's Authorized Representative - A person, or persons, employed by the Owner and 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. 1,2g Project -The total construction of which the Work performed under the Contract Documents maybe the whole or a part. 1.30 Project Manager -That person designated by the Contractor in accordance with paragraph 7.2 who shall be in general charge of the Work and its performance and who shall have the authority set forth in the last sentence of paragraph 7.2_ 1.31 Request Far information (RFI} - A written communication from the Contractor to the CMAR to be forwarded to the Designer for any interpretation af, or information needed, required, or desired under the Contract Documents. The CMAR reserves the right to determine the reasonable format and contents required for a RFt. In any RFt, the Contractor shall state a reasonable date 6y which a response is necessary in order to avoid decay in progress of the Work and shall make such request sufficiently In advance-of such date as to avoid any such delay. The CMAR shalt obtain a response in writing to the RFl by the date stated by -- the Gontractor unless the CMAR cannot reasonably do so, in which case the CMAR shaft prior to that date notify the Contractor of the date by which the CMAR can reasonably respond. The Contractor shall not be entitled to any add'stionat time for the completion of the Work or any portion thereof by reason of the failure to timely respond to an RFl if the Contractor has not submitted the RFl sufficiently in advance to allow the CMAR and the Designer a reasonable time within which to respond. 1.32 Request far Payment -The form, in the form of AIA Document G702 (latest edition.} or other published document approved by the CMAR, which is to be used by the.Contractor in requesting progress payments and which is to include a Schedule of Values as required by the Contract Documents and an affidavit of the Contractor #hat progress payments theretofore received from the CMAR on account of the Work have been applied by the Contractor to discharge in full alt the Contractor's obligations incurred in connec#ion with Work covered by all prier applications far payment. See paragraph 20.2 of these General Conditions. . 1.33 Resident Superintendent -That person designated by the Contractor in accordance with paragraph 7.2 who has day-to-day responsibility far the prosecution of the Work and the obtaining of proper materials and equipment, and adequate labor and who shall have the authority set Earth in the last sentence of paragraph 7.2. 1 ~ Contract Documents, andbdes'tgnated fas such t Seeppa agraph 20 1 ofi rthese Gene al Conditions. 1.35 ~ Specifications -That portion of the Contract Documents consisting generally of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services. GENERAL CONDITIONS FOR CM AT RISK PROJECT 5 of 42 JUNE 2007 EDITION 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. 37 1 Submittal -Shop drawings, product data, samples, and other documents requfred 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. 39 1 Substantial Completion -The point at which the Work, and Work by other Contractors on or . in connection with fhe 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 utitized by the Owner for 'sts intended use, and al! necessary permits and permissions for Beneficial Occupancy and utilization having been obtained by the Contractor. All operations and maintenance manuals, Owner training, and as-built drawings must be submitted prior to Substantial Completion being achieved. 1.40 Suh-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 construe#ion and services requfred by the Contract Documents, including all labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obGgafions. 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 fhe 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. ff 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. [n resolving such conflicts, errors and discrepancies, the Contract bocuments shall he 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 requfred to produce the intended result shat! 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, ar useable structure or plant providing the indicated function shalt be furnished and installed without change fn the Contract Price. Such miscellaneous items and accessories shalt 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 fs 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 shall be coordinated by the Contractor in such a manner as to obtain the best workmanship possible for the Work and alt components of the Wark shall be installed or erected in accordance with the best practices of the particular trade. 2.5 The Contractor shat! fully complete the Work and shall be responsible for alt 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 sha(I 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, shaft be of the latest revision or printing unless otherwise stated and is intended to establish the minimum requirements acceptable. 2.7 For those materials. specked without the use of brand names, the Contractor shall submit fo the CMAR within thirty t30) days after its receiving the Construction Agreement far 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, pertormance data and certifications, samples, erection details, and other applicable information. as required to permit determination by the Designer whether such proposed products are suitable. The Designer shalt be the sole Judge as to the suitability of any proposed product. The burden of proof of 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 far information concerning the Work, because same 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 #amtliar with the complete set of Project Drawings and Specifications. 2•g Contractor's requests for clarification or information shaft 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. I`AMtLIARITY WITH WORK, CONDITIONS AND LAWS 3.4 The 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 storage of materials, availability of tabor, water, electrical power, roads and uncertainties of weather, or similar physical conditions at the Project site, and the character 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 C}wner, as welt as from information presented by the Contract Documents, ar any other information made available to the Contractor prior fo 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 ar cost of successfully performing the Work. 3.2 The Contractor shall be entitled to rely upon all information fumished to the Contractor in writing by the CMAR with respect to the Project site and to make alt inferences from it that GENERAL CONDITIONS FOR CM AT RISK PROJECT 7 of 42 JUNE 2007 EDITtOh would reasonably be made by a contractor having knowledge and experience with similar work; however, the Contractor. shall not be entitled to infer from CMAR-supplied information any fact or condition which would not be inferred by a contractor having knowledge and experience wlth similar work and, if the CMAR-supplied information is inadequate or insufficient in any respect, the Contractor shall be required to obtain independently such other information as a knowledgeable and experienced cantractor would prudently obtain in order to evaluate any such condition. 3.3 The Contractor specifically acknowledges familiarity with all Federal, State, and 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 affect the conduct of the Work and agrees that the Contractor and the Contractor's employees, Subcontractors, and suppliers will, at ail times, comply. with same. If the Contractor shall discover any provisions In the Contract Documents which are contrary to or inconsistent with ,any such law, ordinance, rule, or regulation, the Contractor shall immediately give notice thereof to the CMAR in writing, identifying any items of Work affected, and the Contractor shall not proceed until the Contractor has received written direction from the CMAR with respect to these items. if the Contractor performs contrary to or inconsistently with any such taw, ordinance, rule; or regulation without giving such notice, the Contractor shall bear all costs which are a consequence of such performance. 3.4 At times selected by the CMAR after execution by the Contractor of the Construction Agreement, apre-construction conference shall be scheduled and conducted for the benefit of the Project. ARTICLE 4. BONDS 4.1 A performance bond in the full amount of the Contract Price, and subject to changes in the Contract Price, may be required of the Contractor to guarantee the faithful performance of the Work in compliance with the Contract Documents, in such form as may be required by law and by the Owner. if required, the band shall be dated the -same date as the Construction Agreement and must be accompanied by a current copy of the power of attorney for the attorney-En-fact executing such bond on behalf of a surety company licensed to da business in the state of North Carolina. 4.2 A payment bond in the full amount of the Contract Price, and subject to changes In the 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 taw and by the Owner. Said bond shall be dated and executed in the same manner as the performance bond in paragraph 4.1. ARTICLE 5. INSURANCE AND INDEMNITY 5.1 CONTRACTOR PROVIDED INSURANCE The Contractor shall, without limiting its obligations or liabilities, procure, pay for and maintain such insurance as is required by law and as is required by the Agreement to protect the Contractor, the CMAR, the Owner, the Designer and any lender of the Owner when the loan to the Owner is secured by the property on which the Project is located from claims for damages for bodily injury, including death, and from cairns for property damage which may arise from the Contractor`s or its representatives', consultants', Subcontractors', agents', or employees' operations under this Agreement. Such insurance sha!{ be of the kinds and have lim[ts of liability and coverages not less than the minimum limits hereinafter specified or required by law, whichever is grea#er. The CMAR makes no representation as to the adequacy or sufficiency of such coverages. The following requirements shag in no GENERAL CONDITIONS FOR GM AT RISK PROJECT 8 of 42 JUNE 2007 EDITION way be construed to limit or eliminate the liability of the Contractor, which arises from performance of Work under the Agreement. The Contractor is strictly responsible for any tosses, claims, and costs of any kind which exceed the -Contractor's limits of liability, or which may be outside the coverage scope of the policies. ' The insurance specified shalt be provided by an insurer approved by the CMAR, authorized to do such business in the State of North Carolina, and on terms approved by the CMAR. insurance companies utilized shall have a minimum rating of A- and Class Vll as evaluated by the most current A.M. Best Rating Guide, If the insurer has a Best Rating Less than A- and Class VII, the Contractor must receive specific written approval from the CMAR prior to proceeding with any Work under the Agreement. Alt agents and brokers shall hold valid licenses from~the State of North Carolina. The.Contractor shalt famish to the CMAR a certificate or certificates of insurance in a form satisfactory to the CMAR contemporaneously with the executed Construction Agreement. Upon request of the CMAR, the Contractor shalt provide the CMAR with certified copies of the insurance policies required by this Article, including without Limitation declaration pages, conditions, exclusions and endorsements, and confirmation that each policy premium has been paid for the required term of this Agreement. Certificates of insurance shall be signed 6y a person authorized by that insurer to bind coverage an its behalf. Ali insurance policies shall provide, as evidenced by Certiftcates of Insurance, that the insurance shall not be canceled, reduced, restricted, or changed in any way without at least .thirty {30) days print written notice to the CMAR and the Owner. With regard to expiration, cancellation, reduction, restriction, or any other change, certificates shall state: "Should any of the following described policies be canceled before expiration date or be due to expire within thirty (30) days, the insurer shat) mail thirty (30} days prior written notice to named certificate holder " fn the event of any such cancellation, non-renewal, reduction, restriction, or change in any insurance, the Contractor is obligated to replace such ___ insurance within seven (7}days without a gap in coverage and file accordingly such notice with the CMAR and the Owner, and other interested parties. Failing immediate receipt of evidence of such replacement of insurance, the CMAR reserves the right to procure such insurance as the CMAR considers desirable and the Contractor shall pay or reimburse the cost of the premium in respect thereof. !t is expressly provided, however, that any action or inaction on the part of the CMAR in this respect shall in no way change or reduce the Contractor's responsibilities and liabilities under fhis Agreement. Self-funded, policy fronting, or other non-risk transfer insurance mechanisms are not acceptable without prior wriften approval of the CMAR. Full disclosure of such a program must be made prior to commencing mobilization to the Project site. Failure to make a full 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 alt its insurance contracts (except workers' compensation} with respect to and including without limitation liability arising out of activities pertormed by or on behalf of the Contractor, products and completed operations of the. Contractor, and automobiles owned, hired, leased, or borrowed by the Contractor. The coverage shalt contain no spec'sal limitations on the scope of protection afforded to additional insureds. For any claims related to this Project, the Contractor's insurance or self-insurance shall be primary and noncontributory with respect to the CMAR, Owner or Designer insurance. Any insurance or self-insurance maintained by the CMAR, the Owner or the Designer shall be excess and noncontributory with respect to the Contractor's insurance. Ali policies of insurance except as noted in paragraph 5.2 shall contain a clause waiving rights of subrogation against the CMAR, the Owner and the Designer, unless the CMAR approves otherwise in writing. GENERAL CONDITIONS FOR CM A7 RISK PRO.tECT 9 of 42 .TUNE 2007 EDITION Limits of coverage are not to be amended by deductible clauses of any nature without the express written consent of the CMAR. The Contractor shat! be soleljr responsible for any deductible assumptions that may exist in any insurance policies required under this Agreement. In addition, the Contractor shalt be responsible and shall not be reimbursed for any fosses 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, tf Contractor is self insured. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's I'sability. The claim provisions in the Contractor's insurance policies must specifically state the insurance company or Contractor's third party administrator, if self insured, has bath the right and duty to adjust a claim and provide defense. The policies shalt not contain any provision or definition which would serve to exclude or eliminate from coverage third party claims, including exclusions of claims for bodily or other injury to shareholders, partners, officers, directors, or employees of the insured, the premises owner, real estate manager. or the Insured's Subcontractor, or any family relative of such persons. If the policies contain any warranty stating that coverage is null and void (or words to that effect) if the Contractor does not comply with the most stringent regulations governing the Work, it shalt be modified so that coverage shall be afforded in all cases except for the Contractor's wi8ful or intentional noncompliance with applicable government regulations. Any failure by any person to comply with reporting or other provisions of the policy including breach of warranties, shalt not affect coverage provided to-the CMAR and the Owner and their respective representatives, officials, and employees. The insolvency or bankruptcy of the Insured or of the lnsured's estate shall not relieve the insurance companies of their obligations under these policies. Any clauses to the contrary are unacceptable and must be stricken. Failure to comply with these requirements shall be a material hreach of this Agreement justifying termination for default. 5.1.1 Worker's Compensation and Employers` Liability Insurance The Contractor and its Subcontractors shall procure and maintain Workers' Compensation lnsurance In the amount and type required by the State of North Carolina and federal law far atl employees employed under the Agreement who may come within the protection of Workers' Compensation Laws and covering alt operations under the Agreement whether perfamled by the Contractor or by its Subcontractors. In jurisdictions not providing complete Workers' Compensation protection, the Contractor and its Subcontractors shall maintain employers' liability 'lnsurance in an amount, form, company, and agency satisfactory to the State of North Carolina and the CMAR for the benefit of all employees not protected by Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by its Subcontractors. The Contractor shall pay such assessments as wilt protect the Contractor and the CMAR from claims under the Workers' Compensation Laws, workers' or workmen's compensation disability bane its, and other similar employee benefit acts. The current Experience Modification Factor shaft be indicated on the Certificate of lnsurance. GENERAL CONDITIONS FOR CP.^, AT RISK PROJECT 10 of 42 JUNE 2007 EDlT10N Coverage under this section shall be as required by federal and state Workers' Compensation and Occupational Disease Statufes, 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 Employee $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). 5.1.2 Automobile Liability Insurance The Contractor shall procure and maintain automobile insurance against liability for bodily injury and property damage 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 pertormance of the Work and the Contractor's other obligations under the Agreement, whether such performance of the Work is by the Contractor, by any representative or Subcontractor, by anyone, bath officially and personalty, directly ar indirectly employed by any of them, ar by anyone for whose acts any of them maybe Viable. This policy of insurance shall carry the following minimum Limit of Liability: Combined Single Limit $1,400,000 The policy of insurance shall contain or be endorsed to include the following: a) owned, hired, and non-owned automobile liabili#y. 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 shack be afforded in alt 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 shaA 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 $2,000,004.00 Products/Completed Operations Aggregate $2,000,000.00 Bodily injury and Property Damage csC/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 Contracfual Liability covering Contractor's indemnification obligations under this Agreement, in accordance with ISO policy form CG 00 01. Modifications to the standard provision wilt not be acceptable if they serve to reduce coverage. b) PremiseslOperations Liability. c) Explosion, collapse, and underground fault. d) Independent Contractors and Independent Subcontractors coverage. e} Broad Form Property Damage. f) Personallnjury. g} Cross LiabiiitylSeverability of Interest clause. h) Employer's Stop-Gap Liability endorsement, if applicable. i} Amendment of the Pollution Exclusion Endorsement to allow coverage for bodily epe~da~a ~u.^~.e~G f.~m a-tt~stile~ire j) Designated General Aggregate Limit Endorsement if required by the Supplementary Conditions. k} Far contractors with design responsibil'sty, endorsement CG22 80 and DIC for contractors' professional is requested. Coverage shall remain continuously in effect and without interruption for at least six (6} years from the date of the Notice of Award and shall include coverage for exposures arising from operations that have been completed. The Contractor shall furnish the CMAR and each other additional insured listed in the Agreement to wham 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 (lability 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 of42 JUNE 2007 EDITION Contractor in this Agreement. The Contractor shall provide a written copy of the claim or alleged claim to the CMAR 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 or alleged claim 1s rejected by the Contractor andlor its insurance company, the Contractor shalt immediately report this fact to the CMAR. Should thirty (30}days elapse after the claim or alleged claim has been received by the Contractor, and the Contractor is not able to reporE 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 CMAR in writing of any paid or incurred claims which may impa'sr annual aggregate or general liability. 5.1.7 Deductibles and Self-insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the CMAR. At the option of the CMAR, either: the insurer shall reduce to a maximum of $250,000 or eliminate such deductibles or self-insured retentions with respect to the CMAR, or the Contractor shall provide evidence of collateral provided to insurers ar procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the deductible or self-Insured retention amount. Any self-insured retention or deductible amount on the policy shall not reduce the amount of collectible limits or liability. 5.1.8 Subcontractors The Contractor shall include alt Subcontractors as insureds under its policies, or shall furnish separate certificates, policies, and endorsements for each Subcontractor the Contractor intends to use. If a Subcontractor does not take out insurance in its own name and the Contractor wishes to provide insurance protection for such Subcontractor and such Subcontractor's employees, the Contractor shalt either (a} procure appropriate policies 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 case of the latter option, such a rider need not be attached to the Contractor's workers' compensation policy if such policy by its terms is sufficiently broad to cover the employees of ail Subcontractors performing Work under the Contract Documents. Except as otherwise approved by the CMAR in writing, L[mits of Liability and coverage scope must be at a minimum as stringent as required of the Contractor by the Contract Documents. Atl Work performed for the Contractor by any Subcontractor shall.be pursuant to an appropriate agreement between the Contractor and the Subcontractor which shall contain provisions that waive alt rights the contracting parties may have against one another for damages caused by fire ar other perils covered by insurance as provided herein. insurance monies received from any loss shalt be divided as the respective interest of the parties affected shall appear. 5.2 PROPERTY INSURANCE The CMAR shall be responsible for purchasing and maintaining insurance to protect the Project from perils of physical loss. The insurance shall provide #or the cost of replacemen# for the Work at the time of any loss. The insurance shall include as named insureds the Owner, the CMAR, the Contractors and their Subcontractors and shalt insure against the loss from the perils of fire and all risk coverage for physical loss or damage due to theft, vandalism, collapse, malicious mischief, transit, flood, earthquake, testing, damages resulting from defec#ive design, negligent workmanship or defective material. The CMAR GENERAL CONDITIONS FOR CM AT RISK PROJECT 13 0# 42 JUNE 2007 EDITION shall increase the coverage limits as necessary to reflect changes in the estimated replacement cost of the Protect. The CMAR shat[ provide the Contractor, if requested, with copies of ail po{icies thus obtained for the Protect. The CMAR shalt provide the Contractor with thirty (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 against 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 awned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor andlor Subcontractors} 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 agen#s. The Contractor shall provide valuable papers and records insurance with coverage in an amount commensurate with project scope as set forth In the Supplementary Genera[ Conditions. [f the Protect includes as addition to or is adjacent to an existing structure, the CMAR, the separate Contractors and the Subcontractors shalt be named as additional insureds for the Owner's property insurance covering such structure and its contents. If the Owner occupies or uses a part or parts of the Project prior to Subsfantiat Completion thereof, such occupancy shall not occur until the Owner obtains property insurance for the structure and until a1{ insurance companies providing insurance for the Project consent to such occupancy by endorsement to the insurance policies. 5.3 OWNER CONTROLLED PROJECT SPECIFIC INSURANCE In the event the Owner elects to purchase project-specifle insurance affording coverage to the Contractor and Subcontractors, the terms and conditions of such coverage shah be set forth in the Supplementary Conditions. 5.4 CONTRACTOR AS J01NT 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 include, but Is not 4imited to, all premiums due, deductibles/self-insured retentions, coinsurance provisions, claim prov[siens, insurance policy conditions, and indemnification provisions hereunder. Evidence of a Blanket Joint Venture Endorsement must be obtained from the General Liability and Contractor's Pollution Legal Liability carriers of each joint venture partner substantially as follows: Wifh respect to -your work", and the `products-completed operations hazard", you are an insured for your fiabifify 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 fn fhe Decfarafions. This coverage is excess over any GENERAL COND1TlONS FOR CM AT RISK PROJECT 74 of 42 JUNE 200' 4D1T{ON available !lability purchased specifically to insure the partnership or joint venture. This coverage will not inure to fhe benefit of any ofher party except you." 5.5 INDEMNIFICATION The Contractor, to the fullest extent not expressly prohibited by law, shall defend, indemnify, and save harmless the CMAR, the Owner, the Designer, and their respective officials, officers, employees, and agents from and against any and all -iabllities (foreseeable or unforeseeable), penalties, fines, forfeitures, demands, claims, causes of actions, suits, judgments, and costs and expenses incidental thereto, (including, without limitation, amounts paid pursuant to investigations, defense or settlements, and reasonable attorneys' fees), which any or all of them may hereafter suffer, incur, be responsible for, or .pay out as a result of but not limited to: a} bodily injury (including sickness, disease, or death) to any person including; but not limited to, the Contractor's employees or its representatives while on the site of the Project; or b} actual or alleged damage (including loss of use) to any properly (public or private, including the Project or other property on the Project site); or c} contamination of or adverse effects on the environment arising drectly or indirectly out of or in connection with the performance of the Work, including but not limited to any hazardous or toxic waste, substance, or constituent of any substance 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 oft the site of the Project or while in transport to or from the site; or d} any violation or alleged violation of laws and regulations, arising out of or in any way connected with the W ark, 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 losses resulting from a breach of contract or resulting from negligence, misconduct or violation of laws on the part of any person indemnified hereunder. The Contractor further agrees to obtain, maintain, and pay for such liability insurance coverages and endorsements as will insure the provisions of this paragraph 5.4. Furthermore, the Contractor agrees to be liable for and to indemnify and re'smburse the CMAR and the Owner fiar alt legal fees and disbursements paid or incurred to enforce the provisions of this paragraph 5.4. The indemnifcation obligations under this paragraph 5.4 shall not be limited in any way by the amount or type of damages, compensation or benefits payable under worker's compensation acts, disability benefit acts, other employment benefit acts, or the amount of insurance carried or recovered. The CMAR acknowledges that hazardous or toxic waste. material, chemicals, compounds or substances, or other environmental hazards, contamination or pollution, (referred to hereinafter as "environmental hazards"} may be present at the Project site that were not created, generated, or released at the Project site by the Contractor or its Subcontractors, agents or employees, acting alone or in concert with others. Unless the remediation, abatement or handling of such environmental hazards is part of the scope of the Work under this Agreement, then upon the discovery of such environmental hazards, the Contractor shalt immediately, and in no event more than three days after such discovery, give notice to the CMAR of the environmental hazards before they are disturbed. The CMAR, the Owner and the Designer shall thereupon promptly investigate the GENERAL CONDITIONS FOR CM AT RISK PROJECT 15 of 42 JUNE 2t)l37 EDITION environmental hazards, and make such changes in the Drawings andtor Specifications as they may fnd necessary to abate, remediate, isolate or handle the environmental hazards. Any increase or decrease in the Contract Price or the Contract Time resulting from such changes shall be adjusted in the manner provided herein for adjustments as to extra and/or additional Work and changes. It 9s agreed that the Contractor shall have no liability under this Agreement for any environmental hazards existing at, on or in the Project site prior to the date that Work commences under this Agreement unless the Contractor or ifs Subcontractors, agents or employees, acting alone or in concert with others, by their own negligence or misconduct, release or expose the Owner or third parties to the environmental hazards. The provisions of this paragraph 5.4 shat! survive the ierm[nation ar cancellation or completion of this Agreement. ARTICLE fi. OTHER RECORD DOCUMEf~TS AND SUBMITTALS 6.'I The CMAR shall furnish to the Contractor the number of copies of Drawings and Specifications stated in the Supplementary Conditions. Additional copies of Drawings and Specifications maybe obtained at the cost of reproduction and handling. fi.2 The Contractor shall submit to the CMAR far forwarding to the Designer alt Submittals required by the Contract Documents. The Contractor shall submit four (4} reproducible prints of alt shop drawings plus the number of copies sufficient for its requirements. The Contractor shalt 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 requirements. All shop drawings shall be reviewed by the Con#ractor and shaft bear the Contractor`s stamp of approval before being forwarded to the CMAR and ___ _ the Designer, Submittals shaft be submitted in such time as to cause no delay to the Work or any part thereof and in accordance with the Contractor's Construction Schedule and Suomi#taE Register. The CMAR shalt review and process the submittal with reasonable promptness, noting desired corrections, if any. The CMAR shalt retain three (3} copies of the submittal and shalt return the balance of the reviewed submittal to the Contractor for . action. The Contractor shaft furnish any corrected submittal to the CMAR #or forwarding to the Designer. The CMAR shall retain three {3} copies of the corrected submittal for the records of the CMAR and the Designer, and wilt return khe balance of the reviewed submittal to the Contractor. Subject to paragraph 6.3 herein, no substitutions will be accepted after the bids have been received. At! substitutions prior to the receipt of bids shalt be in accordance with the Contract Documents. The Contractor acknowledges that the processing of shop drawings and other submittals is directly impacted by the clarity, completeness, and accuracy of said documents and that it is the Contractor's responsibility to (i} review and coordinate each submittal with al€ other related or affected Work and {ii) approve each submittal before submitting same to the CMAR for approval 6.3 No substitutions and no deviations from any requirement of the Contract Documents shall be deemed allowed unless the Contractor has specifically informed the CMAR in writing of such deulatians at the time of submittal and the Designer and the Owner have given written and specific approval to the substitutions or deviations. to proposing a deviation or substitution, the Contractor warrants to the CMAR, notwithstanding any review, allowance or approvaE by the Designer or the Owner, that the deviation or substitution is at feast equal 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 obligafian or responsibility contained in the Contract Documents. GENERAL CONDITIONS 1=0R CM AT RISK PROJECT 76 of 42 JIfNE 2007 EDITION 6.4 Review 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 shat( keep one record copy marked "As-Built" of alt Specifications, Drawings, Addenda, Modifications, and Submittals at the Project in good order and annotated at least monthly to show all changes made doting the construction process. Such monthly annotations and their approval by the CMAR shad be a condition precedent to approval by the CMAR of each monthly Request for Payment. Said record copy shall be stored at the Project and fully protected €rom damage by fire or other hazard. This record copy shall be available to the CMAR, the Designer and the Owner for inspection at all times. The complete record copy shall be delivered to the CMAR for retiew and transmittal to the Designer for the Owner`s purposes prior to khe Designer's certifying Substantial Completion of the Work 6.6 At completion of the Project and before Final Payment, the Contractor shall assemble and deliver to the CMAR one complete set of all as-built drawings and one complete set of alt approved submittals, product data, and samples which were reviewed by the Designer. These drawings and submittals shat[ be on paper, or in electronic or other media if required by the Supplementary Conditions. These drawings and submittals shat! be categorized and packaged as directed by the Designer. ARTICLE 7. CONTRACTOR 7.1 The Contractor shall supervise and direct the Work efficiently and wi#h the Contractor's best skill 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 safe#y precauYtons and programs in connection with the Work. 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 Project Manager with general authority to manage the Project for the Contractor. The Contractor also shalt keep on the Project at al[ times during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the CMAR except under extraordinary circumstances, in which event immediate written notice shall be given to the CMAR. If approved by the CMAR, taking into account the scope and complexity of the Work of the Contractor, the Project Manager and the Resident Superintendent may be the same person. At any time, the CMAR, in 'tts sole and absolute discretion, may require the Contractor to replace the Project Manager or Resident Superintendent with an experienced and competent person or persons upon seven {7} days written notice from the CMAR to the Contractor. Such replacement shalt be at the Contractor's expense and at no cost to the CMAR. Both the Project Manager and the Resident Superin#endent shall have authority to act on behalf of the Contractor, and instructions, directions or notices given to either of them shall be as binding as if given to the Contractor. 7.3 The Contractor shall provide sufficient competent and suitably qualified personnel, equipment, and supplies to fay ,out the Work and perform construction as required by the Corrtrac# Documents. The Contractor will at aft times maintain goad discipline and order at the site, and will comply with all applicable OSHA standards. Any person employed by the Contractor, by any Subcontractor, or by any sub- subcontractor who, in the opinion of the CMAR, the Designer or the Owner, does not perform Its Work in a proper and skillful manner or is intemperate or disorderly shall, at the GENERAL COND(T10NS FOR CM AT RISK PROJECT 17 of 42 JUNE 2007 EDITION written request of the 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 written approval of the CMAR. Should the Contractor fail to remove such person or persons or fait to furnish suitable and sufficient personnel for the proper prosecution of the Work within three (3) days after written order, the CMAR may withhold further payment by written notice unfit compliance with such order. 7.4 If, in the opinion of the CMAR, the .Designer or the Owner, any Subcontractor on the Project is incompetent or otherwise unsa#isfactory, such Subcontractor shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the CMAR in writing_ 7.5 The Contractor shall furnish al! materials, equipment, labor, transportation, construction equipment and machinery, tools appliances, fact, light, heat, and all other facilities and Incidentals necessary for the execution, maintenance, initial operation, and completion of the Work, other than those specifically excluded by the Contract Documents and to be furnished by the CMAR 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 CMAR reasonable advance notice. 1f any materials are tv be furnished 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 bocuments. 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 shalt 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 shalt be of sufficient size and in such mechanical condition as to meet the requirements of the Work and produce a satisfactory quality of work. Equipment used on any portion of the Wark shat{ be such That no injury to previously completed Work, adjacent property, or existing facilities shall result Pram its use. When the methods and equipment to be used by the Contractor accomplishing the WorK are not prescribed in the Contract Documents, the Contractor shall be free to use any methods or equipment that will accomplish the Work in conformity with the requirements of the Contract Documents. When the Contract Documents specify the use of certain methods and equipment, such methods and equipment shall be used unless others are authar~zed 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 da so. The request shall be in writing and shall include a full descripkion 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 with 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 CM AT RISK PROJECT 18 of 42 JUNE 2007 EDITION specified quality, or #ake such other corrective action as the CMAR may direct. 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 Ali materials and equipment shall be new, excepf 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 approved, such materials shad be delivered to the Project site in their original packages or containers with seats unbroken and {abets intact. Materials shall be so stored as to assure the preservation of their quantity, quality and fitness 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 shalE be required to meet the requirements of the Contract Documents at the time they are incorporated into the Work. Stared materials shalE be tocated so as to facilitate their prompt inspection. The Contractor shall coordinate the storage of alt materials with the CMAR. Materials to be stored at the Project or on the Owner's property shall not create an obstruction to the Owner`s or other contractor's reasonable activities. Private property shalt not be used for storage purposes without written approvals 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 request, the Contractor shad furnish the CMAR a copy of the property owner's permission. All storage sites on private or the Owner's property shall be restored to their original condition by the Contractor at its entire expense, except as otherwise agreed to (in writing) by the owner or lessee of the property. 7.7 All materials and equipment shalt be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the appl'scable manufacturer, fabricator, or processor, except as otherwise provided in the Contract Documents.. 7,8 The Contractor will be fatty responsible for all acts and omissions of its Subcontractors and of persons direcfly or indirectly employed by them and of persons for whose acts any of them may be Noble to the same extent that the Contractor is responsible for the acts and omissions of the Contractor's own employees. Nothing in the Contract Documents shat{ crease any contractual relationship between any Subcontractor or supplier and the CMAR, the Owner or the Designer, or any obligation on the part of the CMAR, the Owner or'the Designer to pay or see to the payment of any money due any such Subcontractor or material furnisher except as may otherwise be required by taw. The CMAR may famish to any Subcontractor or supplier, to the extent practicable, evidence of amounts 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 shah not control the Contractor in dividing the Work among Subcontractors. 7.10 The Contractor agrees to bind specifically every Subcontractor to the terms and conditions of the Contract Documents for the benefit of the CMAR 'and to furnish written evidence thereof to the CMAR within seven (7) days after written request by the CMAR. 7.f1 The Contractor shall attend job progress conferences and all other meetings or conferences as directed by the CMAR. The Contractor shalt 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. Jab progress conferences shall be open to Subcontractors, suppliers and any others who may contribute beneficially toward maintaining required job progress, and such personnel shall be encouraged by the . Contractor to attend. It shalt be the principal purpose of job progress conferences to effect coordination, cooperation and assistance to every practical way toward the end of GENERAL CONDITIONS FOR CM AT RISK PROJECT 19 of 42 JUNE 2007 EDITION maintaining progress of the Project on schedule and to complete the Work and the Project by the specified Completion Dates. The Contractor shah 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 shad preside as chairman and arrange for minutes to be taken and circulated. In the event that the prosecution of the Work is discontinued for any reason, the Contractor shall notify the CMAR at least forty-eight (48} hours 'sn advance of resuming operations. Should fhe terms of the Contract Documents require completion of one or more portions of the Work for the Beneficial Occupancy of the Owner prior to completion of the entire Work, the Contractor shaA complete such port[on{s} of the Work on or before the date specified. Such completion shall include the obtaining of all government or other permits, permission, and/ar approvals necessary to occupancy. 'The Contractor shall Independently 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 ko completing such portion{s} of the Work. The Owner's possession and use of such portions} of the Work shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. The Owner shall be responsible for the security, malnfenance, utilities, and insurance of all portions of the Work completed and beneficially occupied by the Owner. 7.12 The Contractor shall pay all License fees and royalties, and assume all costs incident to the use of any invention, design process, or device which is the subject of patent rights or copyrights held by others, except for inventions, design. processes, or devices specified by the designer in the Contract Documents. The Contractor shall indemnify and hold harmless the CMAR, the Owner, the Designer, and anyone direcfly employed by any of them, from and against all claims, damages; losses and expenses, including attorney's fees and costs of defense, arising out of any infringement or a€leged infringement of such rights during or after completion of the W ork, and shall defend all such claims in connection with any actual or alleged infringement of such rights. 7.13 The Contractor shalt 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 shaft give al! notices and comply with ail laws, ordinances, rules, and regulations applicable to the Work and shall protect and indemnify the CMAR, the Owner, the Designer, and their respective officials, officers, agents, employees or servants against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by the Contractor or by the Contractor's employees, Subcontractors, sub-subcontractors, or the'sr employees. 7.15 The Contractor shall be responsible for the reasonable and necessary protection and security of its-Work and its property and the property of others at the site, as required by laws or ordinances governing such conditions, or by custom or sound construction practices, and shat! share such responsibilities for protection of property at the site as may be directed by the Contract Documents and the CMAR. The Contractor shall be responsible for any damage to the Owner's property, or that of others, by the Contractor or the Contractor's employees, Subcontractors, sub-subcontractors, or their employees or agents, and shalt make good such damages. The Contractor shalt be responsible for and pay for any such claims made against the CMAR or the Owner. 7.t6 The Contractor shall comply with the Project Safety Program and Public Hazard Control Alan implemented by the CMAR. The Contractor shall protect existing improvements GENERAL CONDITIONS FOR CM AT RISK PROJECT 20 of 42 Jt;N` 2007 EDtT1ON designated to remain in the vicintfy of the operations and barricade alt walks, roads, and areas as necessary to keep the public away from the construction. 7.17 The Contractor shop provide cover and/or protect all portions of the Work and provide all materials necessary to protect the Work whether performed by the Contractor or any of the Subcontractors or sub-subcontractors. Any Work damaged #hraugh the {ack of proper protection, or #rom any other cause, shaft be repaired or replaced without extra cost to the CMAR or extension to the Contract Time. The Contractor shall Taintain the Work during construction and until the Work is accepted. 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. A!I 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 fhe Contractor 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 fhe Contractor shall be required to remedy such unsatisfactory maintenance condition. Should the Contractor fail to properly respond to the ~ CMAR's notification, 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's Work or any part thereof. Any such expense incurred by the CMAR shall be deducted from monies due or to became due the Contractor. Parking lots, streets, and walks connecting to the Project area shall 'at all times be protected by the Contractor from depos'sts of mud, sand, stone, fitter, or debris in any form. Pedestrian traffic areas around the construction limits must be maintained in a clean and safe condition at a[l times with required barricades and covered walkways. When excavation or other operations outside the Project limits is required, the Contractor shall, immediately following that work, return the area to its original condition. Ali catch basins and storm drain lines in the vicinity of the Project site shall be protected at alt times from entry of dirt, rubble and other debris. The residue from fhe cleaning of trucks, wheelbarrows, concrete buggies, etc. must be prevented from entering-fhe- drainage syskern, and if cleaning is done, the residue must be contained and removed from fhe Project site with other refuse. 7.18 No burning of refuse or debris shall be allowed inside or around the Project during the course of construction. 7.19 The Contractor shalt provide for and maintain necessary safety measures and safety programs for the protection of its employees and other persons at the Project site, and shalt comply at alt times with the requirements of the most current edition of the CAGC Safety and Health Manual [ar the AGG Accident Prevention Manual in Constructionj, or the equivalent requirements of the Contractor's safety program, and shaft fully comply with afE Federal, State, and focal laws, rules, regulations, and building code requirements so as to prevent accidents or injuries to persons on or about the Project site. The Contractor shall clearly mark or post signs warning of existing hazards, and shall barricade excavations, elevator shafts, stairways, floor and wall openings and similar hazards. The Contractor shall protect against damage or injury resulting from falling materials, and shall maintain all protective devices and signs throughout the progress of the Wark. A11 trenches, excavations, or other hazards in the vicinity of the Work shall be welt barricaded, and property lighted at night. When Work requires closing of an area nvrma[ly used by the Owner or the public, the Contractor shall furnish, erect, and maintain temporary GENERAL CONDiT10NS FOR CM AT RISK PROJECT 21 of 42 JUNE 2007 EDITION barricades, and properly light the area. The Contractor shall comply with any directions and public authorities in this respect. 7.20 The Contractor shall adhere to the rules, regulations, and interpretations of the North Carolina Department of Labor's Occupational Safety and Health Standards for the Construction tndustry (29 GFR Part 1926 as adopted in 13 NCAC 071=.0201, including 29 CFR Part 1910 General tndustry Safety and Heath Standards applicable to construction} and N.C. Gen. Slat. §95-126 through 155 (Occupational Safety and Health) as welt as alt revisions and amendments to such standards or statutes as may occur throughout the performance of the Work. 7.21 Any land-disturbing activity performed by the Contractor in connection with the Project shall comply with aft 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 NCAC 4A, 4B, and 4C), and as may be revised ar amended in the future. Upon receipt of notice that aland-disturbing activity is in violation of said Act, the Contractor shall be ~resporisible for ensuring that all steps or actions necessary to bring the Project in compliance with said Act are promptly taken. The Contractor shall be responsible for a!I penalties assessed pursuant to N.C. Gen. Stat. 113A-64 with respect to its Work, and shall indemnify and hold harmless the CMAR and the Owner from all costs and expenses, including aktorney's fees and costs of defense, arising out of or re{ated to the enforcement of the Act against any party or person described In this Article. 7.22 The Contractor shall designate a responsible officer or emptoyee as safety inspector, whose duties shall include accident prevention on the Project as welt as implementation of ._ - - -the Contractor`s safety measures and safety programs on the Project. The name. of the safety inspector shall be made known to the CMAR at the pre-construction conference. 7.23 in emergencies affecting the safety of persons, the Work, ar property at the Project site or adjacent thereto, the Contractor is obligated to act in the Gontractor's discretion to prevent threatened damage, injury, or loss. As soon as practicable, the Contractor shalt notify the CMAR of such emergency. The Contractor shall give the CMAR prbrnpt written notice of any slgnifieant changes in the Work or deviations from the Contract Documents caused by such emergency. If the Contractor believes that additional work done in an emergency entitles the Contractor to an increase in the Contract Price ar an extension of the Contract Time, the Contractor may make a claim therefore as provided in Art'scles 14 andlor 15 of these General Conditions. 7.24 The Contractor shall at a1I times keep the premises #ree from accumulation of waste materials or rubbish caused by the Work. At least weekly and at the completion of the Work, the Contractor shall remove all waste materials and rubbish attributable to the Contractor's Work from and about the Project. At the completion of the Work, the Contractor shall remove at4 tools, construction equipment, machinery, and surplus materials. The Contractor shall leave the Work in condition #ar occupancy by the Owner such that no cleaning or other operations are required. Material cleared tram the Project and deposited on adjacent property shall not be considered as having been disposed of satisfactorily. if the Contractor fails to keep the Project.clean and free of waste materials or rubbish, faits to satisfactorily clean-up weekly yr at the completion of the Work, the CMAR may do so and the costs thereof may be deducted from any amounts due or to become due the Contractor. 7.25 Utilities, temporary facilities, and signs shall be provided as described in the Contract Documents. Absent a contrary direction in the Supplementary Conditions, the Contractor GENERAL CONDITIONS FOR CM AT RIStC PROJt=CT 22 of 42 JUNE 2007 EDITION shall pay all bills for its consumption of water, electricity, or other public utility service to the Project site. 7.26 The Contractor shall indemnify and hold the CMRR, the Owner, the Designer, the Designer's consultants, and their respective officers, agents, and employees harmless against all costs, damages, and expenses, including attorney`s fees and costs of defense, arising out of claims by any separate contractor or by any Subcontractor, sub- subcontractor, or supplier engaged by or employed by the Contractor or employed by any of the Subcontractors claiming through him, including without limitation damages, tosses, and expenses arising out of or relating to any inconvenience, delay, interference, or other actfon ornon-action of the Contractor or the Contractor's Subcontractors on the Project. The Contractor acknowledges that should the Contractor or any of the Contractor's Subcontractors be damaged by any breach of contract fay any other separate contractor on the Project, the. Contractor may invoke applicable dispute reso{ufion procedures with said other separate contractor. 7.27 Prior to completion of the Work and Flnai Payment of the Contract Price, except'sng only those portions of the Work deemed accepted in accordance with the Contract Documents, the Contractor shat{ have charge and care of the Work, and shat! take every precaution against injury os damage to any party due to the action of the elements or from any other cause, whether arising from the execution or from the non-execution of the Work. The Contractor shall, as required by the CMAR, replace, rebuild, repair, restore, and make good all injury or damage to any portion of the Work occasioned by any of the above causes before f=inal Completion and shall bear the expenses thereof. 7.28 to the event that the Work, or any portion thereof, is suspended at any time pursuant to an _ __ .order of the Owner, the Contractor shalt obey. all instructions of the CMAR 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 of the Work of the separate contractors, both as to space and lime. The CMAR shall incorporate the Contractor's Construction Schedule into the Master Schedule and coordinate the implementation of .the Contractor's Construction Schedule... The CMAR shall also coordinate close-out of the Project, including but not limited to at- testing, inspection, certifications, and approvals required by public agencies. The Contractor shaft notify the CMAR promptly of any event or condition which could affect the conduct or progress of the Work and shall cooperate fully with the CMAR and all other separate contractors on the Project site. 7.30 The Owner has delegated to the CMRR all of its duties to coordinate and to expedite the Work not expressly reserved to the Owner by other provisions of the Contract Documents. 7.31 Alt Work performed pursuant to the Contract .Documents shalt conform in al! respects to the North Carolina State Building Cade and aA other state, local, and national codes in effect at the time of and applicable to Phis Work. 7.32 The CMAR shag coordinate and supervise the Instailatlon of all sleeves, inserts, chases or other components of the Work needed far mechanical, plumbing, electrical or other work by the various contractors. The responsibility for exact location of such items shall be that of the mechanical, plumbing, electrical or other prime contractor That requires the Item for passage or support of ifs work. Generally, the mechanical, plumbing, electrical or other contractor that requires such items for support or passage of its work shalt set its sleeves, inserts, chases or other devices. If necessary to maintain tYte progress of and complete Its GENERAL COND1T10NS POR CM AT RISK PR03ECT 23 of 42 JUNE 2007 EDITION AR7tCLE 10. DESIGNER 10.1 The Designer is charged with responsibility for preparation and interpretation of the Contract Documents. The Designer's decisions relating to aesthetic matters shaft be final. 10.2 A!1 Work completed under the Contract Documents shall be subject to review 6y the Designer. No Work is to be covered without the Designer's review or prior authorization. Any Work so covered without the Designer's review or prior authorization shat[ be uncovered at the Contractor's expense. The Contractor shall notify the. CMAR in writing at least twenty-four (24) hours in advance of covering any Work. 10.3, . The Designer shall not be responsible for the construction means, methods, techniques, sequences, procedures, ar the safety precautions and programs incident thereto, and shall not be responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents, but shall be entitled to enforce any requirements in the Contract Documents specifying particular means, methods, techniques, sequences, or procedures. 10.4 The Designer shall be an Owner's agent during the construction period. The duties, responsibilities and authority of the Designer .as the Owner`s representative during construction are as set forth in the Contract Documents. ARTICLE 19. TESTING AND SURVEYING 11.1 Laboratory and field tests to determine compliance of construction with the Contract Documents shalt 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 materials are used without approval or written permission of the CMAR and the Designer shall be removed and replaced at the Contractor's expense. Work found to be unacceptable or unauthorized will not be paid for and, if directed by the CMAR, shall be removed and replaced at the Contractor`s expense. Unless- otherwise designated, tests in accordance with the cited standard methods of ASTM or other generally recognized or speclflcally authorized methods which are current on the date of advertisement for bids shall be made.at the expense of the Owner; provided, however, in the event that after such testing any Work is found to be defective or does not meet the requirements of the Contract Documents, the costs of retesting such Work and the costs of inspection services shat! be paid by the Contractor. Samples shalt be taken by a testing laboratory employed by the Owner. All materials being used are subject to inspection, tests, or rejection at any time prior to or during incorporation into the Work. Copies of all Owner test reports will be furnished to the Contractor at its written request. Copies of Contractor test reports shall be furnished to the CMAR upon written request. 11.2 The CMAR shall have the right to deduct the casts 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 shall have the right to recover these costs #rom the Contractor, from its sureties, or from both. 11.3 Ali layouts and surveying shall be accomplished by properly qualified personnel duly licensed in the State of North Carolina. ARTICLE 12. SEPARATE CONTRACTS 12.1 It is expressly understood that the CMAR and the Owner may deploy their own emptoyees or engage other separate contractors to perform Work as a part of the Project whose work wilt be performed simultaneously and sequentially with the performance of the Work by the G;=NERAL COND1TlONS t=OR CM AT RISK PROJECT 25 of 42 JUNE 2007 EDITION Contractor. It shall be necessary for the Contractor to coordinate construction activities with such other contractors, particularly with respect to access to work areas, storage of materials, and use of elevators and other common facilities. The Contractor shaft diligently and in good faith cooperate with the CMAR, 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 CMAR with respect to such mallets. Any disputes between the Contractor and any other separate prime contractor with respect to such matters shat[ 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 a preliminary Contractor's Construction Schedule for the Work pursuant to the requirements stated in the Contract Documents. 13.2 Within fourteen (14} days after initial receipt of the Construction Agreement by the Contractor for signatures, the Contractor sha!! submit to.the CMAR a Submittal Register listing alt Submittals the Contractor is required to make or proposes to make under the Contract Documents, the dales 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 the Owner. The CMAR and the Designer shall not be required to review any Submittal. from the Contractor until a Submittal Register .acceptable to and approved by the CMAR has been submitted by the Cantractor. ~t3.3 Not later than thirty (30) days following execution and delivery of the Construction Agreement by the CMAR to the Contractor, the CMAR shall deliver to the Contractor a Notice to Proceed. The Notice to Proceed shall eta#e a commencement date on which it is expected that the Contractor will begin the Work to be performed under the Agreement. The Contract Time shalt be measured 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 is served on the Contractor. If, outer than by mutual agreement, said specified commencement date is more than thirty (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 andlor Article 15 of these General Conditions. No W ork shall be done prior to the date specified in the Notice to Proceed. The Contractor shalt submit a final Contractor's Construction Schedule far approval by the CMAR no later than fourteen {14} days after issuance of the Notice #o Proceed. No payments shall be due the Contractor until this schedule is approved by the CMAR. 13.4 The Master Schedule is a Contract Document. The Contractor represents that the Master Schedule has been reviewed in detail and taken into account in preparing ifs bid. The Contractor's Construction Schedule shall be incorporated into the CMAR's Project Master Schedule. The Contractor's Construction Schedule shah Include all of its activities which impact, limit, or otherwise affect the time of completion of the Project as shown in the Master Schedule, and all of the activities of others which impact, limit, or otherwise affect the start, duration, or completion of the Contractor's activities. The Contractor further represents that the Cantractor can and will complete each activity within the time shown for GENERAL CONDITIONS FOR CM AT RISK PROJECT 26 of 42 JUNE 2007 EDtTiON Work, however, the Confs•actor may be required to build or set sleeves, inserts, chases or other components of the W ork needed for mechanical, plumbing, electrical or other work by other contractors. 7.33 The Contractor shall be responsible for permanently faxed 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 shalt remove and replace any part ofi 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 flters shall be removed and replaced with hew 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 through the CMAR to the extent contemplated by the Contract Documents. 8.2 In case of terminafion of the employment of the Designer. the Owner shall. appoint as Designer a qualified person who shall have and assume all rights and duties held by the original Designer. 8.3 The Owner steal[ have the right to take possession 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 on 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, govemmenta[ impact fees, and meter deposits for permanent utilities. ARTICLE S. 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 controls, {ii} in evatuating constructability and value engineering proposals, (iii} in establishing and maintalning a critical path method (CPM) schedule, {iv) in coordinating andlor expediting alt 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 CM AT RISK PROJECT 24 of 42 JUNE 2087 EDtTlOh1 that activity on the Contractor's Construction Schedule. Time is of the essence with respect to each such activity and Completion Date. 13.5 tf the Contractor submits a construction schedule, progress report, or any other document that indicefes or otherwise expresses an intention to achieve completion of the Work prior to any Completion Date required by the Contract Documents or prior to expiration of the Contract lime, no liability of the CMAR to the Contractor for any failure of the Contractor to so complete the Work shat[ be created or implied. 13.6 1f the Contractor, for reasons beyond the Contractor`s controE, is delayed in beginning any activity, the Contractor 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 CMAR, by means of a Change Order, may require the Can#ractor to work avertime, to increase labor forces or to take any necessary or appropriate action to decrease the time required for any activity, and the Contractor shall be entitled to an adjustment in the Contract Price computed in accordance with Article 15 of these Genera[ Conditions. i 3.7 At any time, the CMAR may order the Contractor, on seven (7) days written notice, to begin any activity earlier than the starting date shown on the Master Schedule. 13.8 Should the Contractor fail to start any activity on the start date shown in the Master Schedule or as it may have been adjusted in accordance with paragraphs 13.6 or '13.7 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 activi#y 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 a!1 times and the Contractor shall cooperate with such monitoring and provide any and alt information with respect to the progress of the Work and scheduling as the CMAR may reasonably require. 13.10 On a monthly basis, in consultation with the Contractor, the CMAR shall revise the Master Schedule, showing any adjustments made In accordance with paragraphs 13.6 or 13.7, above, by any- Change Order, the progress of the Work, and any days gained or days lost with respect ko any activity, and shall furnish copies thereof to the Contractor. 13.11 Should any monthly revision of the Master Schedule show that the Contractor is behind on any activity, the late completion of which could delay Substantial Completion of the Work, the CMAR shall be entitled to withhold from the next Progress Payment due the Contractor an amount sufficient to reimburse the CMAR for any and all delay damages, should Substantial Completion be delayed by the same number of days that the Contractor is currently behind schedule. lf, subsequently, the Contractor's progress, as shown by any succeeding monthly revision to the Master Schedule, is such that the anticipated delay no longer exists, the CMAR shalt pay with the Progress Payment next due to the Contractor such amounts as have been withheld (n accordance with this paragraph. 13.12 The CMAR shall have the right to perform Work, hire and employ labor and craftsmen, rent equipment, subcontract with other parties, or do anything that the CMAR deems necessary or appropriate to remedy or cure any delay by the Contractor in the progress of the Work. Such action by the CMAR shall not, in any way, affect, void or {fmit any warranty, guaranty or other responsibility of the Contractor under the Contract Documents. Such action may be taken by the CMAR only after three (3} days written notice to the Contractor. All costs incurred by the CMAR in taking any such action shalt be charged to the Contractor and deducted from any amounts remaining due under the Agreement. GENERAL CONDITIONS FOR CM AT RISK PROJECT 27 of 42 JUNE 2007 EDITCON 13.13 The Contractor maybe 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 ar stared materials. c} Acts of the public enemy; acts of the State,.FederaE, or local government in their sovereign capacities. . d} Abnormal inclement weather as defined 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 speci€ic 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 wilt be extended only if the number 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 path 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 - 6 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 shalt submit a written request for extension of #ime to the CMAR. Such a request for iime extension of the Contract Tirne 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 site and records of actual observation as contained in daily reports, correspondence, or other documentation_ GENERAL CONDITIONS FOR CM A7 RiSi{ PROJECT 28 of 42 JUNE 2007 EDITION 13.16 The Contractor specifically recognizes that a delay by the Contractor 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 Contractor's Work ar the work of other contractors. Such decay in achieving a Completion Date will necessarily cause damages, 1055eS, and expenses to the CMAR, including, but not limited to and by way of illustration only, liquidated damages payable fv the Owner, damages payable to other contractors, increased and extended Project overhead, increased fees, increased costs of construction, . increased and extended operation costs of other facilities, and inefficiency and loss of productivity. Such damages, losses, and expenses may be recovered from Ehe Contractor and, if the Contractor is banded, its 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 within the time specified in the Construction Management Contract, such Time being in the essence of this Agreement and a material consideration thereof. ARTICLE 14. CHANGES IN THE WORK 74.1 Without invalidating the Contract Documents, the CMAR may, at any time, or from time to time order additions, deletions, or revisions In the Work. Said additions, deletions, or revisions shall be authorized only by written Change Orders, Construction Change Directives or Field Orders. Upon receipt of a Change Order, Construction Change Directive or Field Order, the Contractor shall proceed with the Work involved. Afl such Work shall be executed under the applicable conditions of the Contract Documents, if any change causes an increase or decrease in the Contract Price andlor an extension or shortening of the Contract Time, adjustments shall be made as provided in Article 14 and/ar Article 15 of these General Conditions. 14.2 If passible, Work shall not begin on any change or alteration to the Work until a .written Change Order is executed settling any change in the Contract Price or Contract Time. In 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 the Contract Price or the Contract Time, in order to expedite the Work and avoid or minimize decay in the Work that rpight affect the Contract Price or Contract Tirne, the Contractor shall, if so directed by the CMAR in writing, nevertheless proceed with the Work, and any adjustment to the Contract Price or Contract Time shall be negotiated by the parties at a Eater date, utilizing the dispute resolution procedures under this Agreement if necessary. Any claim for an adjustment iri Contract Price or Contract Time, if not defined in the Construction Change Directive, shall be promptly made in writing in accordance with the procedures defined in Article 15.2 of these General Conditions. 14.3 The Designer, through the CMAR, may authorize minor changes or alterations in the Work not.involving change in the Contract Price or in the Contract Time and not inconsistent with the overall intent of the Contract Documents. These may he accomplished by a Field Order. Such alterations shall not invalidate the Contract Documents nor release the surety. #f the Contractor believes that any minor change or alteration authorized by the Designer entitles the Contractor to an increase in the Contract Price andlor an extension of Contract T'rme, the Contractor may make a claim therefore as provided in Article 14 andlor Article 15 of these General Conditions. 14.4 Except in an emergency endangering life or property, no change shall be made by the Contractor except upon prior written Change Order, Construction Change Directive or Field Order authorizing such change. GENERAL CONDITIONS FOR CM AT RISK PROJECT 29 of 42 JUNE 2a~7 EDITION 14.5 Increases in the Contract Price and/or extensions of the Contract T"sme for additional Work performed by the Contractor shall only be In accordance with a written Change Order or Construction Change Directive signed by the CMAR. The Contractor shall not be en#itted to additional time or to additional compensation for any Work performed or material supplied which is claimed to have been authorized or settted by an "oral° change, or by a "constructive" or "implied"change, or by a course of conduct, or by any action ornon-action by the CMAR, or any other persons, or by any means whatsoever other than by a written Change Order or Construction Change Directive for such Work or material signed by the CMAR. 14.6 Changes in the Work resulting from emergency shall not invalidate the Contract Documents nor release the surety if the Contractor is bonded. 14.7 The CMAR shall nat be responsible for verbal instructions which have not been confirmed in writing, and in no case shall such instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing and supported by a proper Change Order, Construction Change Directive or Field Order, whether or not the cost is affected. 14.8 if the Contractor is bonded, the CMAR, in its sole discretion, may require that the Contractor notify the Contractor's sureties of any changes affecting the general .scope of the Work ar 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 to the CMAR. Ef this requirement is exercised, the Change Orders and Construction Change Directives sha{I require written consent of the Contractor's surety. At the time of s'sgning a Change __ Order, the Contractor shat! be required to certify as follows: "i certify that all sureties have been notified that my contract has been altered by the amount of this Change Order or Construction Change Directive and that a copy of the approved Change Order or Construction Change Directive will be mailed to alt sureties upon its receipt by me." if this requirement is exercised, no payment to the Contractor on account of any Change Order or Construction Change Directive shalt become due or payable until written evidence of the surety`s consent to the Change Order or Construction Change Directive has been furnished to the CMAR, and the furnishing of such written consent is a condition precedent to such payment. 14.9 The Contractor shaft support ail requests for Change Orders with a detailed cost breakdown showing cost of materials, tabor, equipment, transportation, other items, Contractor's overhead and profit, and total cost, in accordance with methods defined in this Article, and, if the request seeks an extension of the Contract Time, with atime-related diagram which demonstrates specifically why an increase in construction time is needed. 14.10 When a request for a Change Order involves a Subcontractor, the Contractor shall provide quotation from same on Subcontractor`s letterhead. The Subcontractor's quote shat[ list materials, equipment, and tabor separately, and show overhead and profit in the manner provided in paragraph 14.9. ARTICLE 15. CHANGE OF THE CONTRACT PRICE i5.1 The Contract Price constitutes the total compensation payable to the Contractor for performing atl Work under the Contract Documents. All duties, responsibilities, and GENERAL CONDITIONS FOR CM AT RISK PROJECT 3t) 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 r#on-action which may become the basis of a claim shall be delivered to the CMAR within fhree (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 poten#ial claim with reasonable detail and clarity. A claim shalt be made in writing and shall be delivered to the CMAR no later 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 shalt skate 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 alt 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 failure 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 (30j 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 shaii 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 Gonditions. 15.3 In determining the amount of a Contract Price adjustment, the parties shaii .apply the following methods, as appropriate; (a} Change in Work: The CMAR and the Contractor shall negotiate in goad 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 shaft set forth the corresponding adjustment to the Contract Price. !n the event the CMAR and the Contractor are unable to agree, the CMAR shalt grant an equitable adjustment in the Contract Price. (b} Emergency Work: In the event of emergency endangering Ide 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 so proceed and keep accurately, in such form as may be required by the CMAR, a correct account of costs together with. all-proper invoices, payrolls, and supporting data therefore. 15.4 Where the Contract Price is to be adjusted, the following limitations shalt apply in determining the amount of adjustment: (a} In the ease of extra or emergency work, the Contract Price shall not be Increased by more than the reasonable, actual, and documented net cost of the extra or emergency work plus ken percent (10%) 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 of a decrease in Work, the Contract Price shat! not be decreased by less than the'net cost of the deleted Work.pius five percent (5%) of such direct net cost for profit and overhead. The term 'net cost' as used herein shall include, as applicable, and shall be limited to, alt direct labor, direct material, direct equipment, tabor burden, safes taxes, shipping .and handling charges, permits and fees, and insurance and bond premium adjustments, if any, attributable to the change. Alt other items of cost shall be considered as overhead and covered by the percentages allowed in sections (a} and {b} of this paragraph. The Contractor shall provide worksheets or tabulations describing the method by which the direct net cost was calculated, and shall provide alt data needed to support the calculation of the direct net cost, alt in a form acceptable to the CMAR. ARTICLE 1ti. UNFORESEEN CONDIT[ONS 16.1 Should the Contractor 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 #or in this Agreement, the Contractor shalt 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 shalE thereupon promptly notify the Destgner and Owner and investigate the conditions. The CMAR shalt as soon as practicable request that the Designer make such changes in the Drawings and/or Specifscations as the CMAR and the Contractor believe are necessary to continue the Work. Any increase or decrease in the Contract Price resulting from such changes shall be adjusted in the manner provided herein for ad}'ustments as to extra and/or additional Work and changes. The CMAR shall not 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 Contractor`s review or that could have been discovered by the Contractor through the performance of its obligations pursuant to the Contract Documents. ARTICLE 17. CORRECTIQN OF WORK BEFORE FINAL PAYMENT 17.1 The Owner and the CMAR have the authority to stop or suspend Work and to order Work removed ar 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. Any work, materials, fabricated items;. or other parts of the Work which have been found by the CMAR, the Owner or the Designer to be .defective or not in accordance with the Contract Documents shall be condemned and shall be removed from the Project by the Contractor, and immediately replaced by new Work in accordance with the Contract GENERAL CONDITIONS FOR CM AT RISK PROJECT 32 of 42 JUNE 2007 EDITION Documents at no additions{ cost to the CMAR. Work or property of the Owner or others damaged or destroyed by virtue of such condemned Work shalt be made good at the expense of the Contractor. Correction of condemned Work described above shall be commenced by the Contractor within twenty-four {2~t) hours after notice from the CMAR and shall be pursued to completion. Should the Contractor fail to proceed reasonably with the above-mentioned corrections, the CMAR may, three (3) days after the notice spec[fied in the preceding sentence, proceed with correction, paying the cost, including costs of uncovering such condemned Work, of such corrections from amounts due or to become due to the Contractor. Condemned Work removed shall be the 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 CMAR exceed the amount due or to become due the Contractor, the Contractor and the Contractor's sureties shall be Liable far and shall pay to the CMAR the amount of such excess. ARTICLE 18. CORRECTION OF WORK AFTER SUBSTANTIAL COMPLETION; WARRANTIES AND GUARANTIES 18.1 No certificate of completion by any party, Final Payment, occupation of the premises by the Owner, any p"rovision of the Contract Documents, or any other act or instrument of the CMAR, the Owner or the Designer shall relieve the Contractor from responsibility for negligence, defective material or workmanship, or failure to comply fully with the Contract Documents. 18.2 The Contractor shall, at the Contractor's sole cost and expense, make all necessary repairs, replacements, and corrections of any nature or description, interior or exterior, structural or non-structural, that shat{ become necessary by reason of defective workmanship or materials which appear within a period of one (1 } year from the date of Substantial Gompletion and acceptance of the Project by the Owner; provided, however that notwithstanding the preceding, if any longer guarantee period is specified Far any particular materials or workmanship under the Contract Documents, or under any subcontract, or in connection with any manufactured unit which is installed in the Project, or under the laws of the State of North Carolina, the longer guarantee period shalt govern. 18.3 tf, 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 ma#erials, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract Documents, the Contractor shall, promptly upon receipt of notice from the CMAR and without expense to the CMAR: a) Comp{etety repair or replace the Work so that it conforms to the Contract Documents; b} Correct all defects therein; c} Make good all damage which, in the opinion of the CMAR ar the Designer, is the result of the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with the temps of the Contract Documents; and GENERAL CONDITIONS FOR CM AT RISK PROJECT 33 of 42 JUNE 2007 EDITION d} Make good any Work or material, or .any equipment or contents disturbed in fulfilling any such guarantee. if, in fulfilling the requirements of the Contract Documents or of any guarantee embraced therein or required thereby, the Contractor disturbs any work, facility, premises, or construction belonging to the Owner, the Contractor shall restore such disturbed work, facility, premises or construction to a condition sat€sfactory to the Owner, and shall guarantee such restored work to the same extent as if it were Work under the Contract Documents. ff the Contractor, after notice, fails to proceed promptly to comply with the terms of the guarantee, the CMAR may have thedefects corrected, and the Contractor and the Contractor's sureties shall be liable far al! expenses incurred. "Promptly" is defined as within twenty-flour {24} hours for systems necessary to normal operation of the building and within seventy-two (72} hours for aft other Items. All special guarantees applicable to definite parts of the Work that maybe shown in or required by Contract Documents shalt be subject to the terms of this paragraph during the first year of the [ife 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 on the part of the CMAR. 18.4 In the eleventh calendar month after Substantial Completion of the entire Project, and. at the request of the CMAR, the Contractor, the CMAR, the Owner and the Designer shall make an inspection of the Work for the purpose of identifying defective workmanship andlor materials. if the Contractor, having been requested to do so by the CMAR, fails to __ participate-in such inspection, the Contractor shal4 be conclusively bound by any decision or rul'+ng by the Designer as to any defective rvorkmansliip or material and as to the Contractor's responsibility for its repair or replacement. ARTICt_E 19. CMAR'S RIGHT TO DO WORK 19.1 lf, during the progress of the Work or during any period of guarantee, the Contractor fails to 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, sll warranties and bonds given or to be given by the Contractor shall remain in effect or shaft be given by the Contractor. 19.2 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 shalt pay to the CMAR the amount of such excess. ARTICLE 20. 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 Pro}ect Specifications. The CMAR shaft 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 CMAR. The Contractor shall provide the requested documentation within seven (7} days after receipt of the CMAR`s written request. The Schedule of Values shat! tie subject to approval by the CMAR and the Owner, and if the CMAR and the Contractor cannot agree upon the Schedule of Values, the Designer shalt prepare it, and the Schedule of Values as GENERAL CONDITIONS FOR CM AT RISK PROJECT 34 of 42 JUNE 2007 EDtT{Oh: prepared by the Designer shall be binding on the CMAR and the Contractor. No Request far 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 shaft 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 catendar month, and shat! 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 property stored to date. c) Less amoun# retained. d) Less previous payments. e) Current amount due. f) Contract Price balance remaining. The Contractor, upon request of the CMAR, shalt substantiate the Request for Payment with invoices, vouchers, payrolls, or other evidence. - -' - 20.3 When payment is requested or made on account of stored materials. such materials must be stored on the Owner's 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 in a bonded warehouse. Requests for Payment on account of stored materials shall be accompanied by paid .invoices, bilts 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 shalt be made on account of materials stored in a banded warehouse unless the Contractor has acquired written permission from the GMAR and the Owner fvr such storage of materials and has complied with al[ conditions set forth in such permission regarding such storage of materials in a bonded warehouse. 2t1.4 Any Request for Payment rece'sved by the CMAR on or before the f'sfth (5th) day of the catendar 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 CMAR's certification shat{ be for the amount which was requested or that which the CMAR has decided was justly due, and shall state to writing to. the Contractor and Owner the reasons for withholding payment of any or alt of the amount requested. 20.5 The CMAR may refuse to certify alt or part of any payment requested for any of the follow[ng reasons: GENERAL CONDITIONS FOR CM AT RISK PROJECT 35 of 42 JUNE 2007 ED1TlON a} Refusal by the Designer to certify ar 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 wilt 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 ofi the Contractor fo meet a Completion Date, includ'+ng 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} Sueh 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 W ork or any part thereof. 20.7 The amount certified by the CMAR far payment shall be ninety percent (90%} of the value of Work completed and materials stored since the CMAR's last certification as shown on the Request for Payment, less any amounts not certified in accordance with paragraph 20.4, and this amount shalt 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 (i 5}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 oen wth r~especihto subsequent further percentage retention, fhe amount certified for paym Requests for Payment may, Ln the discretion of the CMAR, be one hundred percent {100°/a} of the value of Work completed and materials stored since the CMAR's last certifscation as shown on the Request for Payment, less any am eu ate of eroded ' a acentsashall not paragraph 20.4; provided, however, that the agg g p p ~ exceed ninety-five percent (95%} of the Contract Price. ARTICLE 21. FINAL PAYMENT' 21.1 f=inal 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. CONDI7lONS FOR CM AT RISK PROJECT 36 of 42 JUNE 2007 EDITION shown at that time to be incomplete or defective. Within thirty {30} days of receipt of any deficiency list, the Contractor shall complete and correct all items on that fist along with alt 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 supplemental deficiency lists, in which case the Contractor shaft complete or correct any and all new items identified on the supplemental deficiency fists within the time period stipulated in paragraph 18.3 of these General Conditions. 21.3 The making and acceptance of Final Payment shalt constitute a waiver of ail claims by the CMAR except: a} Claims arising from unsettled liens or claims against the Contractor. b} Defective Work or materials appearing after Final Payment. c} Failure of the Contractor to perform the Work in accordance w'sth the Contract Documents. d} As conditioned in the Performance Bond. e} Claims made prior to Final Payment which remain unsettled. f} Amounts due arising under Articles 18 and 28 of these General Conditions. g} 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 by the Contractor except those claims previously made in writing pursuant to paragraph 15.2 of these Genera{ Conditions and not finally resolved. Z1.5 The CMAR shall not be required to make Final Payment unless and until {i} the Designer has certified based on the Designer's observations and information that all of the Work by the Contractor under the Contract Documents has been completed in accordance with the Contract Documents, and (ii) the Work by the Contractor has been approved by al[ federal, state and Local agencies having Jurisdiction. 21.6 ~ The final Request for Payment shall be identified on its face as such and shalt be presented by the Contractor to the CMAR within thirty {30) days of completion of the Work. Final payment of the retained amount due the Contractor. shad be made by the CMAR within thirty (3©) days after the later of (i) full 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, {ii} submission of the affidavits and other documentation required by Article 22; (fit} submission by the Contractor of a Request for Payment identified on its face as final. ARTICLE 22. CONTRACTOR, SUBCONTRACTOR AND SLIPPLtER AFFIDAVIT 22.1 The Final Payment due the Contractor on account of the Contract Documents shalt not become due until the Contractor has furnished to the CMAR: (A) an affidavit by the Contractor signed, sworn, and notarized to the effect that ati payments for materials, services,- or for any other reason in connection with the Work or performance of the Contract Documents have been satisfied and that no claims or liens exist against the Contractor in connection with the same; (8} affidavits from each Subcontractor and supplier signed, sworn, and notarized to the effect that {i} each such Subcontractor or supplier has been paid in Tuft by the Contractor for all Work performed andlor materials supplied by it in GENERAL CONDITIONS FOR CM AT RISK PROJ7=CT 37 of 42 JUNE 2007 ED1TlCiV connection with the Project, and (ii) that all payments for materials, services, and for any other reason in connection with the subcontract or supply contract have been satisfied and that no claims or liens exist against the Subcontractor or supplier in connection therewith; and (C) the written consent of the Contractor's sureties to f=inal Payment. In the event that the Contractor cannot obtain an affidavit, as required above, from any Subcontractor or supplier, the Contractor shall state in the Contractor's affidavit that no claims of liens exist against such Subcontractor or supplier #o the best of the Contractor's knowledge, and that if any appear afterwards, the Contractor shall indemnify and save the CMAR and the Owner harmless for al! costs and expenses, including attorney's fees, on account thereof. ARTICLE 23. ASSIGNMENTS AND SUBCONTRACTS 23.1 The Contractor shat! not assign any portion of this Agreement nor subcon#ract the Work in its entirety without the prior written consent of the CMAR. Except as may be required under terms of the bonds required by khe 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 dimensions and those indicated in the Contract Documents. Any discrepancies between the Contract Documents and the existing conditions shall be referred fo the Designer by the CMAR for adjustment before any Work affected thereby is begun. ARTICLE 25. CONTRACTOR AND SUBCONTRACTOR RELATEONSNIPS 25.1 Within thirty (3d) days after initial receipt of the Construction Agreement by the Contractor for signatures, the Contractor shall submit to the CMAR for acceptance a current list of the names of Subcontractors and such other persons and organizations (including those who are to furnish materials or equipment fabricated to a special design) .proposed for any and ail portions of the Work. The Gontractor shall provide this fist at this time even if the Contractor was required to submit a fist of proposed Subcontractors with the Contractor s bid. The CMAR shall promptly reply to the Contractor in writing stating whether or not the CMAR, after due investigation, has objection to any such proposed person or entity or if tt needs additional information to evaluate the .persons or entities on the fist. Failure of the CMAR to reply within ten (1l}) days after the Contractor has furnished alt required information shall constitute notice of no objection. The Contractor sha11 nat contract with any such proposed person or entity to which the CMAR has made reasonable objection. If the CMAR has reasonable objection to any such proposed person or entity, the Contractor shall submit a substitute to whom the CMAR has no reasonable objection. The Contractor shat! make no substitution for any Subcontractor, person, or entity previously allowed without first notifying the CMAR 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, including all portions thereof, shaft apply to all Subcontractors as if they were the Contractor, .and that the Subcontractors shall, by means of their subcontracts, be bound by all the terms of the Contract Documents. 25.3 Payments to Subcontractors by the Contractor shall be made in accordance with the provisions of N.C. Gen. Stat. §143-134.1. GENERAL CONDITIONS FOR CM AT RISK PROJECT 38 of 42 JUNE 2()07 EDITION ARTICLE 26. USE OF PREMISES 26.1 The GaMractor shall confine apparatus, the storage of materials, the operations of workers, and the disposal of material to limits indicated bylaw, ordinances, permits, and directions of the CMAR, if any. 26.2 The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance, or confiiguratian. 26.3 The Contractor shalt enforce ail of the CMAR's instructions, including, but not limited to, those regarding signs, advertisements, fires, and smoking. ARTICLE 27. CUTTING, PATCHIt1G AND F#TTtNG 27.1 The Contractor shall do alt cutting, fitting. and patching of the Work that maybe required to make its severs[ parts come together properly and fit it to receive or to be received by Work shown in or which can be reasonably implied from the Contract Documents. ARTICLE 28. DISPUTE RESOLUTION 28.i The laws of the State of North Carolina shalt apply to the interpretation and enforcement of this Agreement. Any and all suits or actions ko enforce, interpret, or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement shall be brought in the Genera3 Court of Justice of North Carolina sitting 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 shall be a part of the Contracf Documents. Prior to initiating an action under this Article, any party to this Agreement shall initiate the mediation process as provided in Appendix A to these General Conditions. 28.2 Any person or firm that expressly or impliediy 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 Protect or the Work shall be deemed a party to this Agreement solely for the purpose of this Article 28. The Contractor, by means of its subcontracts, shall specifically require its Subcontractors to be bound by this Article. ARTICt_E 29. TAXES 29.1 The Contractor has included in the Contract Price, and shall pay, all taxes assessed by any authority on the Work or on the labor and materials used therein. The Contractor shall maintain ail #ax records during the life of the Projecf and furnish the CMAR with a compfefe listing of all taxes paid by taxing authority, invoice number, date, amount, etc. in a form acceptable to the CMAR and the Owner_ The Contractor is required to main#ain a file showing taxes paid on the Project for three {3} years after Final Payment or turn said documents aver to the Owner for its files. 29.2 The following is a list of requirements to be followed by the Contractor In ma'sntaining proper records and reporting the North Carolina Sales and Ilse Tax and Local Sales antl Use Tax. The Contractor shat! comply fully with the requirements outlined below, in order that the Owner may recover the amount of the tax permitted under the law. a} [t shalt be the Contractor's responsibility to furnish the CMAR documentary evidence showing the materials used and sates and use tax paid by the Contractor and by each of its Subcontractors. Such evidence shat] be transmitted to the CMAR with each pay request regardless of whether faxes were paid in that period covered by the pay request. GENERAL CONDITIONS i=OR CM AT RISK PROJECT 39 of 42 JUNE 2007 EDITION b} The documentary evidence shall consist of a certified statement by the Contractor and by each of the Contractor's Subcontractors individually. showing totaE purchases of materials from each separate vendor and total sales and use taxes paid to each vendor. Certified statements must show the invoice number, or numbers, covered. and inclusive dates of such invoices. ~~) Materials used from Contractor's or Subcontractor's warehouse stock shall be shown in a certified statement at warehouse stock prices. d} The Contractor shalt not be required to certify the Subcontractor's statements. ARTICLE 3Q. OPERATION OF OWNER'S FACILITIES 30.1 The Contractor agrees that all Work done under the Contract Documents shall be carried on in such a manner so as to ensure the regular and continuous operation of the adjoining or adjacent facilities. The Contractor further agrees that the sequence of operations under the Contract Documents shad be scheduled and carried out so as to ensure said regular and continuous operation. The Contractor shall not close any areas of construction until so authorized by the CMAR. The Contractor shalt control operations to assure the least inconvenience to the public. Under ail circumstances, safety shall be the most important consideration. ARTICLE 3'I. THIRD PARTY BENEFICIARY CLAUSE 31.1 It is specifically agreed between the parties- executing the Agreement that, with the specific exception set forth paragraph 7.24 of these General Conditions, and that exception only, the Contrac# Documents and the provisions therein are not intended to make the public, or -any member thereof, athird-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 provisions of the Contract Documents. ARTICLE 32. MEASUREMENT OF QUANTITIES 32.1 Ait Work completed under the Contract Documents shall be measured by the Contractor using United States customary units of measurement. The method of measurement and computations to be used in determination of quantities of material 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 method 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 compiefe the Work under the Contract Documents within the time specified, or faits to perform the Work with sufficient labor and equipment or with sufficient materials to insure the prompt completion of said Work, or shall perform the Work unsuitably or shah discontinue the prosecution of the Work for three (3) consecutive days, or if the Contractor shall become insolvent, be declared bankrupt, commit any act of bankruptcy or insolvency, allow any final judgment to stand aga{nst the Contractor 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 shalt not carry on the Work in an acceptable manner, the CMAR may give notice fn writing to the Contractor and the Contractor's sureties of such decay, neglect, or default, specifying the same, and !f the Contractor within a period of three {3} days after such notice shat) not proceed in good faith and with reasonable speed to correct such delay, neglect, or default in accordance with such notice, the CMAR shall have full power and authority, to the extent perm'stted by taw, without violating the Contract Documents, to take the prosecution of the Work out of the GENERAL CONDITIONS FOR CM AT RISK PROJECT 40 of 42 .TUNE 2007 EDITION hands of the Contractor, to appropriate or use any or all materials and equipment at the Project as may be suitable and acceptable, and may enter into an agreement far the completion of the Work or pursue such other methods as in the CMAR's sale discretion and opinion shalt be necessary or appropriate for the completion 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 alE costs incurred by the CMAR in completing the Wark shall be deducted from any amount due or which becomes due the Contras#or. if such costs and expenses 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 Contractor`s 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 CMAR terminates the Agreement pursuant to this Article 33 and la#er it is determined that the- Contractor had not substantially failed to perform in accordance with the temis of this Article, then the termination will be considered a termination for convenience under Article 34. ARTICZE 34. TERMfNATiON OR SUSPENSION BY THE CMAR FOR CONVENIENCE 34.1 The CMAR may, without cause, order the Contractor to terminate, suspend, decay, 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 subsequently ordered by the CMAR to resume the Work, any 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 Conditions. 34.3 The CMAR shall terminate the Work or portion thereof by written not'sce when the Contractor is prevented from proceeding with the Work as a direct result of an executive order of the President with respect to the prosecution of war or in the interest of national defense. 34.4 to the event of termination by the CMAR under this Article, the Contractor shall be entitled to receive the seasonable and documented direct costs incurred prior #a termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which material cannot reasonably be used by the Contractor on other work, and the cast of closing down the Project in a safe and efficient manner, plus ten percent (10°~) thereof for overhead and profit, subject to the following conditions: a} When the Contract is terminated before completion of at! items of Work, payment shall be made for the actual number of units or items of Work completed at the applicable contract prices, or as mutually agreed for items of Work partially complete, if a mutual agreement cannot be reached, the -CMAR shall 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 fhe job shall be considered when not otherwise provided far in the Contract Documents where the volume of completed Work is too small to compensate the Contractor for those expenses under unit prices. !f a mutual agreement cannot be GENERAL COIVCITIONS FOR CM AT RISK PROJECT 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 fhe Contractor far 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 actua! cost as shown by receipted bills and actual costs records. at such paints of delivery as may be determined by fhe CMAR. d) No payment shall be made by the CMAR to fhe Contractor except as herein above provided. No claim for loss of anticipated profits shall be considered or allowed. e) Termination of the Contract shaft not relieve the Contractor of its responsibilities far 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 fhe CMAR for convenience, the Contractor shall not be entitled to any other compensation, including compensation for lost proft, lost opportunity, or any other direct or consequential cost, loss, or damage. ARTICLE 35. MINORITY BUSINESS ENTERPRISE PROGRAM 35.1 The Contractor shall at alt 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 fhe Contract Documents. A copy of the Orange County Minori#y Business Enterprise Policy is Appendix C hereof and is included in the Project Manua[. ARTICLE 36. GENERAL - 36.1 !f any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in tali force and effect. 36.2 The titles to Articles herein 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:1Cisa\orangecountyl0range County Library and Office Complex General CondiGons.doc GENERAL CONDITIONS FOR CM AT RISK PROJECT 42 of 42 .TUNE 2007 EDITION 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 Canference 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 l of 6 RULE 1. .INITIATING MEDIATED SETTLEMENT CONFERENCES A. Purpose of Mandatory Settlement Conferences. Pursuant to G.S. §143-12$(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 prepazation 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 anytime prior to or during commencement of the dispute resolution process. B. Initiating the Dispute Resolution 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 decisions 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. RULE 2. SELECTION OF MEDIATOR 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 beheld 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 movvng 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. l . Ail 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. d. 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 maybe 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 beheld in confidence during the conference. g. The inadmissibility ofconduct and statements as provided by G.S. §7A-38.1(1). h. The duties and responsibilities of the Mediator and the participants. i. 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 bias, prejudice or partiality. 3. Declaring Impasse: The Mediator may determine at any time during the mediation conference that an impasse exists and that the conference 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 b 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 MAHING A. These Rules maybe 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 proj ects 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 maybe 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:~I,isa~forms~Appendix A Agent for Construction Manager At Risk Serv form.doc Page 6 of 6 Appendix B to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center The Resolute Building Company Spreadsheet Report Page 1 OCESC CD Final 11/26/2007 8:58 AM Phase Description GENERAL CONDITIONS 1001 General Conditions SITEWORK 2100 Buildingllnt. Demolition 2150 Special Foundations 2520 paving Asphalt 2800 Sidewalks 2830 Fences & Gates 2901 Site Improvements CONCRETE 3100 Forming 3200 Conc.Relnforcement 3500 Footings 3800 Slabs-on-Grade 3900 Slabs-on-Deck MASONRY 4100 Masonry Items 4300 Block 4900 Blockfill STEEL 5100 Structural Steel FRAMING 5100 Rough Carpentry 6400 Millwork 8900 Rough Hardware WATERPRF ~ INSUL 7100 Waterproofing 7500 Roofing,Roof Mtl 7650 Flexible Fiashng 7900 Caulking DOORS ~ WINDOWS 8100 HM Frames, Doors 8200 Wood Doors 8400 Storeftont 8700 Hardware FINISHES 9200 Sheetrock 9300 Hard Tile. . Appendix B " to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center The Resolute Building Company Phase Description 9500 Ceilings 9500 Flooring 9900 Painting SPECIALTIES 10001 Specialties FURNISHINGS 12001 Blinds CONVEYING SYSTEM 14001 Elevator PLUMBING 15401 Plumbing SPRINKLER 15501 Clean Agent Sprinkler ELECTRICAL 16001 Electrical Spreadsheet Report Page 2 OCESC CD Final 11/26/2007 8:58 AM APPENDIX C TO AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES ORANGE COUNTY MINORITY BUSINESS ENTERPRISE POLICY APPLICATION: The requirements of the Guidelines For Recruitment And Selection Of Minority Business are hereby made a part of these contract documents. These requirements sha[I apply to all contractors regardless of ownership. MBE CONTRACTOR GOALS• The goals for participation by Minority firms as contractors on this project have been set at ten percent (10°!°). The Bidder will provide documented proof in the form of Appendix C1, MBE UTILIZATION COMMITMENT, that these goats have been met or exceeded; OR Provide Appendix C1, MBE UTILIZATION COMMITMENT, identifying the amount of MBE participation; and, prior to award, upon request, who evidence of good faith effort made prior to the bid opening to meet these goals; OR Provide Appendix C3, CERTIFICATION REGARDING CONTRACTING PRACTICES, and upon request, information sufficient far the Owner to determine #hat the Bidder does not customarily contract work on. fhis type . project. it is 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: }f the MBE subcontract goals are not achieved, the Bidder shall provide the following documentation to the Owner. ~ 1. MBE Utilization Commitment (Appendix C1). 2. Documenta#ion of the 8idder's good faith efforts to meet the goals set forth in these provisions (upon request prior to award). This documentation shall include an affidavit that certifies that the Bidder has taken at least five (5) of the following ten (10} good faith stops to procure MBEs, and it should also lisf which steps were taken: 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 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 to be performed. 2• Made the construction plans, specifications, and requirements available far review by prospective minority businesses, or providing these documents to them at feast ten (10) days before the bide proposals are due. 3• Broke down or combined elements of work info economically feasible units to facili#ate minority partcipation. 4. Worked with minority trade, community, or contractor organizations identified by the Office of Historical Underutilized Businesses and included in the bid documents that provided assistance in recruitment of minority businesses. 5. Attended any prebid meetings scheduled by the public owner. 6. 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 reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on lack of qualifications should have the reasons documented in writing. 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 fetters of credit, including 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 credit_ Negotiated joint venture and partnership arrangements with minority businesses in order to-increase-oppor-turrities-forminority-bu~sin-ess-participat'ron~a~ablie co- ns action or repair '~ project when possible. 1 Q. 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 to at least three (3) MBE firms from the source list provided by the State for each subcontract to be let under this contract (if 3 or more firms are shown on the source list}. Each solicitation sha{I contain a specific description of the work to be subcontracted, location where bid documents can be reviewed, representative of the Prime Bidder to contact, and location, date and time when quotes must be received. B. Copies of quotes or responses received from each firm responding to the solicitation. C. A telephone to of follow-up calls to each firm sent a solicitation. D. Far subcontracts where an MBE firm is not considered to be the lowest responsible sub- bidder, copies of quotes received from alt firms submitting quotes for that particular subcontract. 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 in the contract documents have been met, or awards all subcontracts to MBEs, the documentation lisfed.in B will 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 fads it to be in its best interest to do so and award the contract. PROGRAM COMPLIANCE REQUIREMENTS: All written statements, certifications or intentions made by the Bidder shall become a part of the agreement between the Contractor and the CMAR for perFom~ance 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 con#ract. A .finding by the Owner that any information submitted either prior to award of the contract or during the performance of the contract is inaccurafe, 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 terming#ion provisions contained in the contract. It shall be solely at the option of the Owner whether to terminate the contract for breach. APPENDIX C1 OR C3 MUST BE SUBMITTED WITH BID APPENDIX C1 MBE UTILIZATION COMMITMENT We, (Bidder Name) do certify that on the ORANGE COUNTY EMERGENCY SERVICES CENTER LOCATED AT 510 MEADOWLANDS DRIVE 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 percent (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 services. Such work will be subcontracted to the following firms listed below. If the bidder intends to subcontract, this form must be completed regardless of the amount or lack of participation- attained. Name and Phone Indicate Description Number of Firm MBE of Work Dollar Value The undersigned will enter into a formal agreement with Minority Firms for work listed in this schedule, conditional upon execution of a contract with the County of Orange. Failure to fulfill this commitment may constitute a breach of the contract. The undersigned hereby certifies that he or she has read the terms of this commitment and is authorized to bind the bidder to the commitment herein set forth. Date: (Name of Authorized Officer) Signature Title We, do certify that we did undertake the following steps in good faith to procure minority enterprise. The bidder must cite that at least five steps were taken. 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 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 to be performed. 2. Made the construction plans, specifications, and requirements available for review by prospective minority businesses, or providing these documents to them at least ten (10) 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, community, or contractor organizations identified by the Office of Historical Underutilized Businesses and included in the bid documents that provided assistance in recruitment of minority businesses. 5. Attended any prebid meetings scheduled by the public owner. 6. 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 reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on lack of qualifications should have the reasons documented in writing. 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, including 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 credit. 9. Negotiated joint venture and partnership arrangements with minority businesses in order to increase opportunities for minority business participants on a public construction or repair project when possible. .10. Provide quick pay agreements and policies to enable minority contractors and suppliers to meet cash flow demands. APPENDIX C2 LETTER OF INTENT TO PERFORM AS A CONTRACTOR OR PROVIDE MATERIALS OR SERVICES SUBJECT: ~ ~~ (Project Name) ~. " -~ TO: (Name of Prime Bidder} The undersigned intends to perform work in connection with the above project as a Minority Business Enterprise. The MBE status of the undersigned is certified by the State of North Carolina. The undersigned is prepared to perform fhe following described work or provide materials or services in connection with the above project (specify in detail particular work i#ems, materials or services to be performed or provided): at the following price: You have projected the following commencement date for such work, and the undersigned is projecting completion of such work as follows: Projected Projected Commencemen# Completion Items Date Date Contracting at any tier must be reported and is subject to MBE compliance requirements. This #orm shat[ be used for MBE contracting at any level. Date: (Name of Minority Contractor) By: APPENDIX C1 OR C3 MUST BE SUBMITTED WITH B1D APPENDIX C3 CERTIFICATION REGARDING CONTRACTING PRACTICES We, ,hereby certify that it is (Bidder Name} our in#ent to perform 100% of the work required for the (Name of Project} In making this certifrcation, the Bidder states the following: contract. 1. That the Bidder does not customarily subcontract elements of this type project, and nom~ally performs and has the capability to perform and will perform all elements of the work on this project with his/her own current work forces; and 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 employees' jab classifications needed to perform the elements of the work on the Project or a breakdown of Bidder's entire work force which.iltustrates the number of employees in each job classification. Name and phone number of the Field Supervisors for these jobs. ' List of equipment Bidder's firm awns that has been used on previous projects. 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 1 above. The undersigned hereby certifies that he or she has read this certifrcation and is authorized to bind the Bidder to the commitments herein contained. Date: (Name of Authorized Officer} Signature Title Appendix D to the Contract between Orange County and The Resolute Building Company for Orange County Emergency Services Center TABLE OF CONTENTS Bid Package Scopes of Work 01732 -Selective Building Demolition 02361 -Termite Control 02741 -Asphalt Paving 02751 -Cement Concrete Paving 02821 -Chain-Link Fences and Gates 03300 -Cast-in-Place Concrete Foundations 04810 -Masonry 05100 -Structural Steel 05200 -Structural Steel Erection 06100 -Rough Carpentry 06402 -Architectural Woodwork 07100 -Waterproofing and Caulking 07190 -Water Repellents 07500 - TPO Roofing, Flashing, Trim and Accessories 08100 -Doors and Frames 08400 -Aluminum Storefront, Glass and Glazing 09200 -Drywall and Plaster Systems 09310 -Ceramic Tile 09511 -Acoustical Panel Ceilings 09600 -Carpet and Resilient Flooring 09900 -Interior and Exterior Painting 10100 -Miscellaneous Specialties 12491 -Horizontal Louver Blinds 13916 -Clean Agent Fire Suppression Systems 13930 -Automatic Fire Protection Systems 14240 -Elevators Appendix D-Divisions of Work Page 1 of 2 Appendix D - to the Contract between Orange County and The Resolute Building Company for Orange County Emergency Services Center 15000 -Plumbing Systems 16000 -Electrical Systems End of Table of Contents Appendix D-Divisions of Work Page 2 of 2 Appendix E Page 1 of 22 to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE5OLYTE November 30, 2007 Mr. Jeff Thompson LEDAHF, Inc. 123 Main Street Belmont, NC 28012 Re: Orange County Emergency Services Center Hillsborough, North Carolina Subject: Guaranteed Maximum Price Proposal Submission Dear Mr. Thompson: The RESOLUTE Building Company P.O. Box 3656 Chapel Hill, NC 27515 (919) 933-1000 (919) 493-1000 Fax (919) 493-3333 Enclosed please find The RESOLUTE Building Company's Guaranteed Maximum Price (GMP) Proposal for the above referenced project. Our Proposal 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 One Hundred Fifty Five (155) Calendar Days to construct from date of commencement to date of substantial completion. Estimated project cost is anticipated to be One Million Two Hundred Thirty Two Thousand Two Hundred Fifty Seven Dollars and no cents ($1,232,257.00) 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 appreciation, Matt Solomon Project Manager cc: Pam Jones, Orange County Kim Vrana, RESOLUTE H:\EXP\PROJECTS\OCESC\GMP Proposal\1 -Cover L.etter.doc Appendix E Page 2 of 22 to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE50LYTE Orange County Emergency Services Center - GMP Proposal Cost Breakdown THE RESOLUTE BUILDING COMPANY Cost Breakdown This section is organized as follows: a. Detailed Project Estimate b. VE Options c. List of Allowances d. Alternates per Bid Packages e. Unit Prices H:\EXP\PROJECTS\OCESC\Appendix E\4-Cost Breakdown.doc ~- .~ ~o a O _ m `~ ~ c _ ii ~ U ~ U N tq ~ W d U L Q Q. C Q V a m .~ O d d Appendix E Page 3 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center o a o 0 V f0 ~ C C ~ f0 (0 N ~. O N N O O N ~ ~ 'O J ~ ° C E C C ~ Vl V UJ N N .~ N N U ~ E ~ ~ m m ~ ~ ~ 3 > > 3 N 0 0 0 l0 O O t0 O 00 N u i ~O 0 0 D U fA r . - N N N V M (h M (n ¢ ~•+ O O N O i~ ~ ~- n l0 O O ) c0 I~ O O ~ O O O In O n cO O ap O O O O ~ 0 0 0 0 0 0 0 O O O O O O C c0 cO cO 1n O 7 ~ O n n O .- V I M (O O tt o0 N N E ~ ~ 0 ~ w 7 c0, ~ t~ V N N ~ c0 M r _ _ t0 O Q N ~O L C N O S O t~ (MD O ~ k 00 ~ O O d Q M W ~ CO ~ O p p O r o °a N ~ O O O N 0 ~ ~ ' O ~ tl) O I v ~°n o° °O ° iri of ~ o n °o •L N c- N ~ i0 O a ` N N d L w +-' fQ C ~ N O O ~ I~ 0 N 0 In O L!7 IA ~ l0 0 0 0 0 0 0 0 O • M In O N ~ f~ ap to r N O r O O to 0 l0 f~ c0 O L ~ 4+ O Ct N E N M to ~ M r M CO ~O 7 aD ~ N O Ln . a E C G Q O O O O O O O O O O O O O O O O O O to d O O O O O O O O O O O O O O O O O O N V • ~ 0 ^ O ~f9 r p n tC) O') ~ 0 0 ~ 0 0 lf) O L 01 0 ~ c- ` O M M N l0 O O Q) CO t7 a ~a • L ~ . ~v ++ 0 0 N 0 N 0 O O p O L C m co n N N ~ ~ O M {0 J Q ° O ° O ° O O O ° ° O Y L ~ V O °..,. O ~ O ~ ~ O M v ~ a` w w ~ Y 3 Y 3 O E O E O E y 3 y 3 O E O E O E O E O E O m O E O O E O E O E O N L ~ ' ~ • `0 3 ~ o m L y y N ~ , N ti w ~ y ~ y a i m y w ~, y ~ C'J O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 N ~ O 0 W O O O O O O V st V O t~ ~ O) O M O N (V In l0 ~A N cV lid l0 N t1y to ~- lO N O S tO N N O m O O ~ H ~- O O O c0 O O O n R O (O O O N N N N N N f~ O O I N W In Oi O lfj ~ N tr1 l0 O In O ~ ~ O M ~ r O ~ N N Y O N O V' ~ V aD N N N ~ O) M .- ~ lC) to lt7 R Z C O O O N ~ U U ~ O Y C C O Q c L ~ Vl NS O O u O N ~ j :4 ~ V V Z ~ p V > ' O H O :o m w 'a~ m o ~ ~ c U C ~ ~ U ~ E > E N 7 ~ N n m C ~ ~ J Ql p C N ~1 Y ~ Q = ~ C¢ C y C _~ ( p ~ _ J c c rn c m ~~ m ~ c O_ L ~ N m to Y o ~ o 3 0 c O Q' LL O ~° m C ~ O V N (0 N N m IL (~ '(0 .fq.. N N N Q' N S ~ C ' N ~ w ~ '0 U U ~ E ' 0 C 77p N S (/J ~ ~ j "O L O .C w N O ~ N O ~ O C X O ~ 41 c N o ~ i N h ~ ~ U ` ~ C m p :~ Q `as E ~ O U O U L tn ~ w ~ U ¢ N U~ ~ lL w O i 9 ~ y O ~ ~ N W 4 c ~ o F ° ` w o ~ c ` 'O n ~ `~ ~ ~ m a~ ~ U ~ ~ C ~ n c ~ ¢ - d q Z = ac ~ _ ~ - ~ ~' - ~' ~ O r `~ d - o a y 5 in in LL U rn °~ W ` d 0 d 0 a> a> d d d a> ~ a~ m m d ~ R d m W i a a i •, i ~ t m w n a~ . N ~ ~ E . ~ n E a E a E m S ~c ~ i- Tr 0 '~ E 0 0 0 0 0 0 ° ~ o 0 0 0 0 •e~ ~ ~ ~ t7 tq a` cq a` cn cA ~ vEJ cn ~ F m -° ~ ~ F ~ O O ~ c E E E E E E E E E E E E d im ~ > - ~ - ii d F fn CD ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ V ? 2 LL d R t d o O 0 N N N ri ~o a ~ R ~ ii ~ C m L tv ~ W Q L Q. C V C a M~ W w H m Appendix E Page 4 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center 0 0 +;. ~ V l V l Y N y O ~ N _ C ~ ~ ~ ~ ^ ~ c ° d f0 ~ ~ m c (0 ~ O ~ ° ~. a ° .-. d O ° d o ii _ \ a ~ ~ ~ N ~ t0 f0 _ ~ N O > • T 7 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ O ' N U N N d N ~ ~ a a a ~ ~ ~ ~ LL J W W Z fn ^ ^ W W O J W W 7 O ^ _ W ^ W ^ N O N W ~ ^ N W ~ J J J J J J d J y.i C p O ~ O M O ~ N ~ ~ O M ~ M l0 N f~ O W O M t~ O O Ln 1f7 c0 M N G M M l0 IA (O V Ln O f~ A In a0 M O N 0~1 r M N W 0 0 f~ _ N ~ ~ (p ~ N W N M M r r V' V O M a 0 M ~ w 0 ++ L C O O M l0 O t N l0 N O ~ N O O V' M M N ~ M N O (O O M V ap 00 O M 0 O to p d ~ ~ ~ N M M M N ( 0 M W N t Q Q O ~ O # ~A O O O O 0 O 0 0 0 0 0 0 0 0 0 0 0 O O x ~ ~ ~ N O O O O O O O O O O O O O p V N ~ N O ~ N N N M M ~ ~ ~ N O ~ •` M N a L d w ~.+ lC C 'L ~ (O O ~ V M ~ V ~ N f~ O In ~ M ~ O to N (D aO N if i N N ~ N M In O N f~ ~ w O N ~ E ~a ~ O ~ O O * O O M ~ ll~ 0 0 0 O II~ N O ~ O ~~ n m ~ V O O to ~ W M O N O a O) Q) O N R • L m L C O O M M O N h O Q) Q) M ~ O O ~ O J Q `0 N 0 O 0 O 0 O 0 O 0 O ~ L 0 d ~ O O O O O O O O O ~ ~ W 00 ~ W {C ~ ~ a w w N y y w y N U N ~ C C C C C ~ y ~- U U U w - U U U U U fA U f/1 = N N N U O N O ~ N M M O O O V N 0 CO 0 CO 0 N ~ CO 0 O 0 O O o0 O M Q~ f~ In M M M O) O O op ~ In I~ O M r M M N M O O ' O N N M O N O M M Q1 ~ M ~ ~ O O O O O m V O N M ~- M M N O N N tf) M _ m V N O O Q (D O V ~ 07 ~ V O ~ ~ M N ~ W 00 In Lfj O O !C ~"' N O. 0 Q _ r+ fl. w ~ a N 'Q V .~ y ~ d y ti ~ 0 0 0 O N in m ~ _ ~ ,~ ~ ~ N 3 ~ °• ° ° N m a ~ ~ ~ ~ m L1J + '„ ~ r o w S ~ ~ ~ ° m m c c c ~ a> c h a~ M ~ 'p C7 -_ E c ~ j o , to 01 d ? C I"' N O ~ .- ., T J N N d m O) m O) ~ O M O ' E C ~ N L ~ ~ C C ' O E W ~ w C O ~ ~ ~ V ~ <Y If7 V ~ V In V X d C~ O O O O O O Y Y C C C C C ~ ~ ~ N C N C O C Q o, ~ Y ea ~ Y 0 a~ a. ~ ~ m E U ~ ai c m ~ ri ri ri ri ri w of a w w w U U o 0 0 o 0 o 0 0 °' L o LL. a i g . o ~ ¢ 3 w ~ m LL o E ~ U c o o ~ > .o at x xt ~t st ~ c g g ~ a~ m a> m ~ ~ U U U w LL o m ~ ~ c m m ~ U 'y N O ~ ~ ~ U F Z ~ LL V G N - OO l9 (0 (6 f0 - (9 c f0 ++ ti m > > > rn C m C rn C - F- - w H O m m d ~ W N !n r U ~ - ~ ° to a~ ~ nO+ '0 0 0 ~ m o ~ - o m ~ ~ m m o ~ N ~ ~ c~ 3 3 ~0 0 o v v ~ o ~ a w a N ' ~' ~ a iv CJ? cq U. a a i LL tR !q U W 3 ~ U ~ ~ ~ a i ~ a i ~ ~ ~ ~c ^ tL m m ~ W W iS - t ^ ^ LL LL LL m m to u. U > v U u_ U x d N I N a ~ ip ~ ° N ° ° N N m N N M M M M • . Appendix E Page 5 of 22 • To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center ~ E E E O ° m ° rn O .N , ~ O ~ N O O O X O N y X 0 C O "' ~X 0 Q ~ O ~ n O N 2 J ~ rn ` ~ n O ~ ~ $ E 0 ~ 0 ~ 0 0 ~ 0 n O g N ~ 0 J ~ ~ • N ' ~ N N ~ . ~ $ ~ r O a i ~ a~i ~ O N Q p ~ Q p ~ p p ~ ~ N ~ N N N fn W J ~ Q W J ~ Q ~ J ~ U ~ W .~ ~ Q J ~ fn In Q' Q' d' K w (O O O LO N O O O to O M N M m M n O1 I~ N O 'O O O h N O O) N 00 «) N I~ h O ~ N O a0 O M 7 W n tD O O t0 ~ O r O M M O n C N LO I~ '- O .-- ~ N O Ln LO ~ LO LO ~ 1~ O N V O O O N ~ O N O M ~ m N r w ~ to to O cM ~ M CO I~ a +•,• 00 O 1~ N ~ O) V I~ LO O 01 O) N N O ' ' L C ~ ~ N N tD O O N ~ W ~ ~ N M O) (p O M ~ M N O LO V V M M l0 O M L O N N I~ ~ _ Q a 0 ~ O O O O O O O O O O O O O O O d M LO ~ LO LO LO LO LO LO O 0 0 0 0 0 0 O ~ ~ ~ ~ ~ ~ ~ V 0 0 0 0 0 0 O L ~ M a L d W Q l6 = O N O LO r O 0 m CO M N M m M ~ O f~ N M H M M O O N V V 7 M 0 N f~ f~ O O N M ~ N N ~ l0 cr LO M O M O O I~ O M M a0 r 'L ~ _ ~- V N (O V I M M M CO f~ ~ N 1n M lf~ N ~ p~ N r m O M M N M ap R C G Q d 0 O 0 O O O O O L17 ~ O O O V LO cD LO O LO O N V N 7 N V N V~ N •~} N 7 N V f~ M O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 O 0 O O O O O V •L O O f~ W L!7 V O M O C O O f~ n n 1~ e0 W tb ~ c0 (O (O cp (0 (p O N ~ O O O ~ O Lt7 O Lf7 d O m 0 0) 01 m O N O O n (D f` O n O ~ IC • L d F+ ~ ~ C L ~' L t1 V ~ O R J Q I * 0 0 L O O O p V Ln ~a •+ N N R ~ ~ U L U N U l0 f6 f6 f0 U U U U f0 l0 L6 (6 ~ >. T O d ~ ~ ~ ~ 3 a~ m a~ a~ n a n d Lu Lu Lv s ~ ~ ~ ~i v v - - N - rn - E E E E ~y V t0 V O O M M O O M M O ~ M M M M !~ M f~ O) O) O) M M oD M LO W W (p m O 0 O l!7 O O O O M O M O1 0 N 7 N V' M 0 O 0) ~ 0 O 0 O 00 O (O N I~ O_ N r O n ~`'~ O r W N O O M O O N N M W M M O) I~ 0 7 N N t0 O M L!') M a0 ~ 0 0 0 0 O Y L O V (O W •cl' V ~_ N V l 0 M R H i _N Y O- U C O p o f Y Y Y m ~ ~ o Y rn C. • ~ ~ ~ Y m m o E E E c N ~ ~ V ~ ~ O O L O m U N N c X ~ Cn c O U ~[ m L I L i S c m m 'Lp W s ~ y d 'g c y x a ~ ~ a h c c c o o ao m ~ ~ n a p Op ~ rn ~ o Q (a ~ O ~ U c~ y C O E ~ ~ O LL N m N m f6 m Y ~ Y Y Y O O O Q m m w .y. w ~ ~ a~ E E E E t3 a m ~ ar p N ~ y o a ~ .$: v - - 0 ~ o 0 o 0 00 °~ ~ o E E to m° m a ~ m ~ v° o ~°c 0 c 0 c c m a c c a N o Z m r r ,C m m m m ao 00 o a = _ _ = af0i af°i ;y d tq w Z s. R c m m m o a? m O d o m ~ om O m o 0 o a~ m Lu a~ m ~ a O = iE ii ii ii m m J ti. o rn N _ (~ m ~ ~ ~ ~ ~ ~ (n Ul d U ~ ~ N C ~ ~ ~ LD N N (6 (6 N N w= Y Y Y Y 'C "O .r~i U m ~ fn N N N ~ C w ~ C E N ~ ~ y C O O O 0 'Y <L • ~ . • . . 7 0 V 0 0 0 0 0 O W V Q U U Q ~ N N N N a a Q 0 0 0 _ ~ ~n _ n n _ n _ n _ a a~ y m O Cl m m m m m F- ~ ~ ` ~ ~ aJ O ~ ~ r r i Vi U to U lL U fD ~ ~ ~ U U U m m m fq m (q m m d' ~ m N ao 0o ao 0o ao V) to N C9 ti N LL a' d ~ a d d a o o ° fl o M t7 eF ct ~ 1n tfi '~* ~ ~a °° a 0 0 N a N~ ~ 1.6 C ~ U d t U N ~ ~ W d Q L Q Appendix E Page 6 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center ~ ~ O 3 y O T ` c .O ~ O O L (6 - L ~ 'O 7 O LL ^ O N O ~ O N U N U N U ..I 'L r ~ ~ ~ m ~ • > > 3 > > a3i ~ Y 3 m 3 c ~ c r 2 3 3 3 ' _ O O o o o 0 N N ~ F- C~ J C ~ ~ M _ Q _ Q _ Q w n CD o O 0 O 0 O 0 ~t 0 O 0 N 0 CO 0 0 O 00 M o ~ n O o M ~ o In 0 O 0 0 o u~ r 0 0 0 0 0 0 0 0 0 0 _ C r CO N V O ~ U7 W O O O CO ~ O O O O O O (Q O I~ N W N f~ N M O 0 N ~••• r+ R OOi M ~ O x ~ O O V C O CO Cf) CO r O O n O N N M O L O oa 0 0 0 o S ' o o a V ~ ~ ~ N O ~ O O L to O a ~` O N N M O' L ` d r y 0 {{f C o~0 O O 7 V' N N r O O •` ~ N l0 N CU O O Gl O N h f{f N Q ~ O O O O O N N O ~ V M O O V M O O M r O a N ~ w N •L d R L C CO o0p N N N N N Q ~ t0 J Q O O O O O N N t' ~ O O O O O u) M O O ~ V C O a D N R L J Q. w C y L N N W N Vl N CC N f9 N fn O N 7 N N _ N C6 C4 (0 N (O 7 N CO CO CO ( f6 CU 3 3 3 3 N N d N N N N N N A N N (0 f0 N ~( V 0 O 0 O 0 O 0 O O O O O O O O O O O O O O O 0 O 0 O O O O O O O O O O O O O O O O O 1~ N O 0 O 0 O 0 M ~ O 0 O 0 O 0 O 0 O 0 ~ ~ N O ~ ~ O M .-• M r M r O N C•M 0) ~ N ~ C O O ~ N E N O rn T ~ ~ M N ~ O ~~' Y c L~' ~ ~ ° ~ a O c Q. v U ~ o N ._ a 0 c °~ m a~i c ° o •` V f9 m N U Z M M =N Q O > mEm N ~ CO 0 Z V wl d C C Q J J _. . .. - Z L N i LL ~ o 3 H d C o E $ a6 L ~ ~ ~ d g N O C E E ~ C O °~ y 3 v ~ w d a r c D d ~ co 2' d' N N ~ ~ N 6 W C > w > v M M ~ Q E E ~ +~ W 3 • F- m - '0 C ~ O ~ y O ( O U c ° ~ N > O D ~ ~ o Y L L Y d c o ~ d a ~_ ` 3 r ~ Q "_ °' C G o m d> m -a ojS vi LL m o ~ _ C • _ m O ld 7 O C N LL7 N 'O O ~ . ~ w ~ O Il. C C Y d + LL 2i ~ O L~ 'C ~ ~ L - N L 3 ~ Q U U m ~ i . .. 2 CO Q ~ L O O O ~ d rn y 0 0 ~ E i ~ ~ ~ 0 0 0 O _ O ~ p _ d ~ C ~ ~ O O O O ` ~ 2 c0 ~ W t]. C ~ (6 f0 C m ~ !f7 0 2 2 2 ~ ~ ~ ~ O O O V N U N V O 2 (a ° 3 ° 3 " o Q L w ~ n o o ' v ~ O L u. o - 'C - ~ ~ ~ ~ x x ~ x x ~ . U (6 a v a ( ~ 0 L _3 - a O O t0 a NN ~ ( a O O x m v > <0 ~ O Td• ~ ~ CA ~ of m N a O g O ~ p G O O N fV N (V N a N c rV W o') 0 J C6 J Cn ~' 2 ~ ~ In W ~ >? 7 > > > ~ 2 tl. d > d U f0 U ~ ~ 2 C c C ~" ~ fn C fq fn fn fn i•7 iM C cM M O S C LL 2 ~n c I i ~ i L O d O O O O O O O O b O Kf O O O O O O O p II ~' t0 ~}} ~ tp COO ~. ~ PO. ~ Cr6 ib eO~ 00 O m m a O C. q ~ ~ LL d CC', d t C' ~ LL d (^ L Q. Appendix E Page 7 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center o R ~ L J ~ C N C C N f9 'O O N ~ CO C ~I N O ~ O ~ N O O N ~ O ~ O cn ~ ¢ g p ~ ¢ v U rn a cn a z a .. ~ o o N o h o o u~ v o 0 0 0 o u~ rn n u~ C N N O N f~ 'R ~ W N ~ n N tC 7 O Q co ~ u i rn N M N ~ O M O O o J N O n M V N Q L ~ ~ N * O N O ~ • O N tri r O 0 l0 " C1 7 c0 ~A ^ l 0 W N ~ f~ O M O •" ~ O ~ ~ N N 'a O M O M N tl' I~ N O * O O « O O O O O O O O O O ~ 0 O O O •~ o N ~ N ~ m N M f~ r t 0 a00 N r M r O N M O O . L ~ N N O ~ O ~ M O ~ N V M G1 t ~+ . 0 ~ r•' V' •C ~ 'd' d 0 R Lr Q d o « V • L d ~ R d R .~ L C O 3 ~ O R J Q L ~ O t1 .Q .~ J d .~ :+ C ~ ~ > N N -" -o > N N a > h N N a N N N N ~ N y y ~ N ~ ~ _ _ N N (4 N N O ~ t0 ~- (O V O O CO O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O p 0 O O ~ N M ~ ~ M ~ 0 O O ~ O N ( O Y o R F- m N C ~ 7 n j ~ I ! ~ • O ~ O ~ a N ~ T L N `O ~ U c ~ O c O aci N m fn ~ ~ ~ ~ Y _ N ~ U ~ ~ W o 0 otS c :~ N ~ ~ ~ c J N ~ ~' o t ~' ~ m ~ Z E Z ~ ~ J ~ a ~ v Q V W Y V 'O C.1 G) -p j ~ ~ ~ N Q N N r 3 w ' `~ 0 a Y a 2 N ~ d ~ a O Z m ~ Y c N ~ m 3 Q' ~ E ~ 2 0 ` w m ~ a~ ~ c ~ m . .. w c c ° c~ F- W L i ~ a~ a~ o ~ to . -. ~ 2 ' F= ~ rn ~ ~ ~ - _ ~ U is C ~o a .X ~+- ~ o, Z vi ' 3 > ~ o ~ :a 5 Z a Q U ¢ V .L Z ~ ~ a ~ m m O v _ ~ N c ~ p o c o = - c W i d a~ ~ a~ w - ~o m `O c ~ o ~ o c Z ay > ; ~ E a ~ ~ c R ~ Q U Q (J W v ~ t ~ ~ ~ m n ~ m m N a ~ - ~ Z 2 U N U ~ ti u. a s ~ W ~ I- ii ~ ~~ LL m ~ U W w d LL d fn U U 2 2 2 W LtJ w w m H {d a o° °o o° o0 00 0 0 ~ 0 `- 0 d T o T a P o ~ OM1 W ~ ~ ~ N T 'C1' T t !! !~ ~ r icai r ~ r to ~a ~~ a `_' Appendix E Page 8 of 22 To the Contract. between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center 0 r 0 ~3 3 0 Q .r C !C 7 ~+ "'' C F- Q +. o° L ~ ~ d ~ ~ t 0 0 O O V ~ O a` `~ L d w Q O Q ~ ~ ~ ii d~ m t~ N V, 'C LL ca C: L C Q. C 4 O V C a .~ m d w 0 H G1 v ti w R ~L d 0 R g Q m ~L a R d w c ~ O J Q L .~ a O d .Q V .~ ~ 3 R 3 Q °o O d Y !6 H C O G. .~ v N d D m W R t ~ a ~, c~ c 3 0 Appendix E Page 9 of 22 • To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center N R d w R y+ N W .~ v 0 U ~ v eo ~ rn O °D ~ d e- C: i D ~ ~ a~0 ~: O f~ r tl1 a 'Q~~'o - ~ U N rn ti 0 ~^- t00'-NaDO ~ NcOM 71~M Q! OOaO~ V r OJ ai Sri < M .- N ~ O a N ~ Eo ~~ N o~ ~~u-Z o `~ ~ o cam ~ ~~ c J ca ~ l9a `-' C ayiJ o ~U y CJ a c 0 0 Z C Y ~ ~ 7 fil V1 _~ LO u~ N N N N o~ ro +r ~~ m Appendix E Page 10 of 22 to the Contract between Orange County and The RESOLUTE Building Company for the Orange County Emergency Services Center RE50LI,ITE Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY Unit Pricing Orange County Emergency Services Center Value Engineering Options 11 /30/2007 Item Description Amount Status Adjustment Total 1 Base Bid $ 1,232,257 $ 1,232,257 2 Add Alt. 1 -Replace exisiting windows with Insulating Glass $ 23,785 Pending $ - $ 1,232,257 3 Add Alt. 2 - Replace existing window with Polycarbonate/Laminated Glass in Room 203 and Insulating Glass in the remaining windows. $ 25,650 Pending $ - $ 1,232,257 4 Deduct for Electrical Fixture package substitution with equal fixtures. $ (6,667) Pending $ - $ 1,232,257 5 Deduut for using MC cable instead of EMT. $ (3,000) Pending $ - $ 1,232,257 6 Pending $ - $ 1,232,257 7 Pending $ - $ 1,232,257 8 Pending $ - $ 1,232,257 g Pending $ - $ 1,232,257 10 Pending $ - $ 1,232,257 11 Pending $ - $ 1,232,257 11a Pending $ - $ 1,232,257 11b Pending $ - $ 1,232,257 12 Pending $ - $ 1,232,257 13 Pending $ - $ 1,232,257 Total a 1,232,257 H:\EXP\PROJECTS\OCESC\Appendix E\(OCESC Final VE Chart.xlsjDetail 1 of 1 Appendix E Page 11 of 22 to the Contract between Orange County and The RESOLUTE Building Company for the Orange County Emergency Services Center RE50LI~ITE Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY Allowances The following Allowances have been included in the estimate. 11 /30/2007 AI lowance No. Allowance Description AI lowance Amount ~ Provide Two (2) Helical piers with 10k capacity at footings $ 5,000 2 Hardware Material Only $ 21,000 3 Hardware Installation $ 10,000 4 Provide Handicap Main Entry Door Operator $ 3,500 5 Provide Interior Signage $ 500 6 Provide HVAC System $ 300,000 7 Entry System $ 27,000 8 Entry System Electrical Wiring $ 5,000 Note: "Provide" Allowances listed above include furnishing and installing and should be considered a "turn-key" budget amount. 2B - List of Allowances 1 of 1 ' Appendix E Page 12 of 22 • ~ to the Contract between Orange County and The RESOLUTE Building Company for the Orange County ' Emergency Services Center RE50L~1TE Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY Alternates 11 /30/2007 The following Alternates have NOT been included in the estimate and represent potential additions to or deletions from the total estimate amount. Alternate ADD or Alternate Number Alternate Description DEDUCT Amount 1 Replace Existing Windows with Window Type 2 as shown on ADD $ 25,959 the Drawings with frames as described in Division 8 Section "Aluminum Framed Entrances and Storefronts" and Insulating Glass Type GL-2, as described in Division 8 Section "Glazing" Quantity 19. 2 Replace Existing Windows with Window Type 2 as shown on ADD $ 27,995 the Drawings with frames as described in Division 8 Section "Aluminum Framed Entrances and Storefronts" At windows in room 203 provide Glass Clad Polycarbonate/Laminated Glass Insulating Glass units Type GL-2A, as prescribed in Division 8 Section "Security Glazing" Quantity 5. At Remainder of windows, provide Insulating Glass Type GL-2, as described in Division 8 Section "Glazing" Quantity 14. H:\EXP\PROJECTS\OCESC\Appendix E\2C -Estimate Alternates 1 of 1 ' Appendix E Page 13 of 22 . To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE50LVTE Orange County Emergency Services Center -GMP Proposal THE RESOLUTE BUILDING COMPANY Proposal Criteria The following is a list of scope and product clarifications for the Orange County Emergency Services Center. If a conflict should arise between the Contract Documents and this Attachment, this Attachment shall dominate. General Clarifications The Proposal is based on the Bid Documents prepared by the Designer of Record and presented in the Document List. 2. The 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 Proposal includes a Construction Contingency. This contingency is available to the CM for any unanticipated scope items or misunderstandings of scope by the CM and its Subcontractors. It is not the intent that the contingency be available for adding scope into the project or for unforeseen or concealed conditions. 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 CM recommends the Owner carry a separate design and/or project contingency. 4. Any "buy-out" or savings from line items can be used for any cost overruns on other line items. Excess savings shall be accumulated to the contractor's contingencies 5. The Proposal includes 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 potential reimbursement by the Owner. 6. The 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. 7. The Proposal is based on the anticipated project schedule, sequence and duration. 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 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. H:\EXP\PROJECTS\OCESCWppendix E\6-Proposal Criteria.doc - Appendix E Page 14 of 22 • ~ ~ To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE50LYTE Orange County Emergency Services Center - GMP Proposal Proposal Criteria THE RESOLUTE BUILDING COMPANY 9. The Proposal is based on the expectation that the Substantial Completion Date be defined as the date of receipt of the Certificate of Occupancy issued by the governing regulatory agency unless that issuance is delayed by reason(s) beyond the control of the CM. 10. The 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 of the respective areas. 11. The Proposal includes several ALLOWANCES. Certain allowances are intended to be furnish and install (provide) allowances while others may be intended solely for material or labor. Refer to the Proposal for included allowances. Division 1: General Project Criteria The Proposal includes costs for the Building Permit. 2. The Proposal includes costs for Payment and Performance Bonds to be provided by the CM. 3. The Proposal includes General Liability Insurance premiums. 4. The Proposal includes Builders Risk for that portion of work included in the contract. It does not include "all peril" insurances for existing structures. 5. The 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. 6. The Proposal is based on material manufacturer's standard products, profiles, colors, etc. In general, the Proposal has been compiled from industry standards that align with the existing facility and the described design intent communicated to date. 7. The 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. All substitutions shall be submitted to the owner and designer for approval along with any savings. 8. The Proposal and Schedule are based on historically average weather conditions. The CM will endeavor to minimize cost or time implications associated with abnormal weather. 9. The Proposal has excluded permanent utility usage costs, including but not limited to, telephone, Internet, electricity, water, steam, sewer, chilled water and gases, etc. H:\EXP\PROJECTS\OCESC\Appendix E\6-Proposal Criteria.doc 2 ' Appendix E Page 15 of 22 • ~ To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE50LYTE Orange County Emergency Services Center - GMP Proposal Pro osal Criteria THE RESOLUTE BUILDING COMPANY p 10. The Proposal has excluded design/consultant fees, planning fees, usage fees, impact fees, development fees, capacity charges, escrows or taxes (except material sales tax). 11. The Proposal has excluded cleaning, testing, repairing, refurbishing, code upgrades and recertification of existing systems or structures. If requested by the Owner, these items may be added to the CM's scope of work later. 12. The Proposal has excluded any costs associated with Department of Insurance Special Inspections. This should be included into the owners testing allowance. 13. The 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 and costs should abatement be required once the project has commenced. 14. The Proposal has excluded materials testing and inspections. The Proposal is based on the understanding that the Owner will provide all material testing and inspections. 15. The 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. 16. The 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. Division 2: Sitework The Proposal is based on the Owner removing and / or relocating all equipment, furnishings, or other items not specifically called out on the drawings or specifications prior to the project commencement date. The intent is to avoid any potential misunderstanding of what is to be turned over to the Owner and what is acceptable for removal. If requested by the Owner, help with removal may be added to the CM's scope of work later. 2. The Proposal includes Light Duty Asphalt Patching. Light Duty paving has been anticipated to be 2" I-2 asphalt surfacing. Proposed cost of asphalt material has been based on North Carolina Department of Transportation terminal prices. Adjustments to asphalt material cost may be required at a later date to reflect the DOT index at that time. 3. The Proposal includes a $5000 Allowance for Two (2) Helical piers with 10k capacity as shown on the contract documents. Division 8: Doors and Hardware The Proposal includes a $21,000 dollar Hardware Material Allowance. H:\EXP\PROJECTS\OCESCWppendix E\6-Proposal Criteria.doc • Appendix E Page 16 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE50LIllTE Orange County Emergency Services Center -GMP Proposal THE RESOLUTE BUILDING COMPANY Proposal Criteria 2. The Proposal includes a $10,000 dollar Hardware Installation Allowance. 3. The Proposal includes a $3,500 dollar Allowance for a Handicap Door Operator at the Main Entry. Division 9: Finishes 1. The Proposal excludes Engineering of metal stud framing systems as it is anticipated that all engineering and design shall be provided by the Owner. Division 10: Miscellaneous Specialties 1. The Proposal includes a $500 dollar Allowance for Signage and Installation. Division 15: Miscellaneous Specialties HVAC Division 1. The Proposal includes a $300,000 dollar Allowance for HVAC. Fire Protection Systems 1. The Proposal includes Clean Agent Fire Protection Systems. 2. No Automatic Fire Protection System per specification section 13930-1 is included as part of the proposal. Division 16: Electrical 1. The Proposal does not include UPS. UPS to be provided by the owner. 2. The Proposal excludes site parking lighting. 3. The Proposal does not include feeder and 3" PVC to telecommunication Facility. 4. Telecommunication Facility is by the owner and is not included as part of this Proposal. 5. The Proposal includes stub up conduits only for data, telephone and TV. No wiring for these items have been included in the GMP. This is to be provided by another vendor as selected by the owner. H:1EXP\PROJECTSIOCESC\Appendix E\6-Proposal Cdteria.doc 4 - Appendix E Page 17 of 22 • ~ To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center RE50L111TE Orange County Emergency Services Center - GMP Proposal Proposal Criteria THE RESOLUTE BUILDING COMPANY 6. The Proposal includes an Allowance of $27,000 for Entry System Equipment. 7. The Proposal includes an Allowance of $5,000 for Entry System Wiring. H:\EXP\PROJECTS\OCESC\Appendix E\6-Proposal Criteria.doc rJ • Appendix E Page 18 of 22 . to the Contract between Orange County and The RESOLUTE Building Company for the Orange County - Emergency Services Center RE50LI~TE Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY Document List 10/17/2007 Discipline ID Document Description Date Revision Number Drawings Cover G001 Cover Sheet 10/26/07 G002 Building Data Sheet 10/26/07 G003 Life Safety Plan 10/26/07 Architectural A001 Demolition Plans 10/26/07 A101 First Floor Plan 10/26/07 A102 Second Floor & Roof Plan 10/26/07 A110 Reflected Ceiling Plan 10/26/07 A200 Building Elevations 10/26/07 A301 Section through Addition and Lobby 10/26/07 A302 Section through Addition and Lobby 10/26/07 A303 Section through Elevator Hoistway and Lobby 10/26/07 A304 Sections 10/26/07 A310 Interior Sections 10/26/07 A320 Section through Addtions and Lobby 10/26/07 A500 Door & Frame Schedule 10/26/07 A501 HM Frame Details, Window Types 10/26/07 A520 Room Finish Schedule 10/26/07 A600 Casework Elevations & Sections Schedule 10/26/07 A601 Enlarged Plans Casework Elevations and Sections 10/26/07 Structural S101 Foundation Plan 10/26/07 S201 Framing Plans 10/26/07 S301 General Notes 10/26/07 Fire Protection FP-1 Fire Protection 10/26/07 Plumbing P-1 1st Floor Plumbing Plan 10/26/07 P-2 2nd Floor Plumbing Plan 10/26/07 P-3 Water Heater Detail 10/26/07 Mechanical M1 Mechanical Summary and Schedules 10/26/07 M2 First Floor Mechanical Plans 10/26/07 M3 Second Floor Mechanical Plans 10/26/07 M4 Mechanical Schematics 10/26/07 1 of 2 ' Appendix E Page 19 of 22 ' to the Contract between Orange County and The RESOLUTE Building Company for the Orange County Emergency Services Center RE50LI~TE Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY Document List 10/17/2007 Discipline ID Document Description Date Revision Number Electrical E1 Notes and Schedule 10/26/07 E2 First Floor Lighting & Power Plans 10/26/07 E3 Second Floor Lighting & Power Plans 10/26/07 E4 Auxiliary Risers & Schedules 10/26/07 E5 Panel Schedules 10/26/07 Specifications Corley Redfoot and Zack, Inc. 10/26/07 Lasater, Hopkins, Change, PC 10/26/07 Reece, Noland & McElrath, Inc. 10/26/07 End of Document List 2of2 Appendix E Page 20 of 22 To the Contract between Orange County and The RES(~~ ~ 1TF R. ii~riinn r~.,,.,~.,., f,,.. r,..,.,,.,. ,~ 0 z ___ _ __ . . _ .._ _ .. ......... . ...... __ ° n ap n n c - 0 o > j 0 0 ~ _ .. ~ M OZO ~ Q f~ kia _ r' O N N ~ ~ ~ N ~ N > a __.. ° ~ ~° y m m E c m E __ . __ _... _.. ..... ...... .... _. ..... _... _.. . _. -o ' • ~ .c d .... _...... _ . .. t y af6. 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O N O M O tCJ O Q. p 0 0 0 0 0 0 0 ~ 0 CO 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ 0 ~ 0 0 to 0 O 0 O 0 i ~ O O N I~ O O fD 1~ ~ ~ ~ ~ L O O N In to O r O In 00 M r CO ~ lA O ~ ~ ~ ~ O ~ ~ ~ e- ~ ~ •-- ~ N ~t O ~ ~ ~ M to P 00 r 00 O f0 r r r Appendix F Page 1 of 3 To the Contract between Orange County and The RESOLUTE Building Comnanv for Orange f w - - -- o _ _ _ _ _ _ _ __ _ _ __ __ _ Z o o o F C7 ° Z » ~' O O O .. .. .. .. _ ~ ll¢ M OZO O Q fA a ... .. .._.. .. . ........................ _ ........ _ ... _ ...... ~ O N N ~ ~ ~ m a a m y m m c _ __ ._ _.. ... __ s v .a a ~ ~ ~ .O. .C ._ .wa f6 C 7 O f6 O o , ~, ~ w 0 ~ a ' z m ° . .... ...... ................... _ .................. - m _.. _.. .. ~, a_. ~ _._..._ _ _ _... .. a = 0 ~ ~ ~ ~ ...... 7 ` .-. C N C - - O._ __. _. .. .. ... _.... .._ t". _... . _.. .. _._... .. .. .. _ ~ Q 0. O ~` "O . c _ z N _ ~ ~, ~ ~ > 7 m.U O O >. C ~ ~ y O = w O •• ~ - N N - ~ C... _ E d ,~..~-109- 0.. .. ~ O.. 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O ~ O ~ O O n O ~ O n O n O ~ O ~ O e O r n h I~ ~ ° ~ ° O 0 0 ~ R•~ c~ ~ F- U f- U > O > O U w ~ w U w U w U c~ a a a s > ~ > w O U U 0 U 0 0 0 O) c w~ ¢ O A O z z ~' o o o p w p ~ ¢ w cn w cn w cn w tn 0 z O z m O 10 0 U 0 U O 0 z 0 z ~~ N .- N O ~ O O O .- M .- ~ ~ lt7 .- O ~ to o n ~ O ~ n N O M N N i N r- N tb - N O - N ~ ~a Q ¢ a ¢ ¢ a a ¢ ¢ a ¢ ¢ la a ! ¢ ¢ ~ ¢ a ~ W ~ ?~ 'C n 0 r~ 0 ~ 0 r~ 0 ti 0 0 n 0 r~ 0 ~ 0 r` 0 r 0 'i o o ' o 0 n r` ~ ti r` r` ~ ~~' ~ w~ C7 > C7 > F- U F- U > O > O w w w w w > j d d > ; (~ H 0 a 0 a 0 F- 0 H 0 > 0 > N C a o o z z o 0 0 0 0 a w w 0 O ~ U O 'w w 0 0 0 0 C~ lA ~ 00 N h r CO N CO O ~Y ~ M 0 c0 0 O ~ M ~ ~ ~ ~ ~ O 0 N r ~ ~ ~ N ~ N N fN O '. ~ i 0 M ~ ON ~ CEO N f0 ~ O N V ' + 0 7 O 'O 'O 'O r" 'd r' 'O 'O O '6 'O 'O 'O ~ ~ O 'O V L ~ M ~ 'O 0 ~ ~ 'O O ~ V G1 L n- a~ c I O ~ m °' ~ o _ 3 ~ v d a ~ o I ~ a a _ ~ rn ~ a Q to ~ c ~ rn ~ m ~ ~ N a 3 ~ a~ a i O L^ in ~ E v ~ c ~' W ~ 3 c m -o . o • a ~ _ ~ O • ~ ~ ~ o O m ~ N °° ~ iu ~ D Z` ~ m ~ o o ~ = ~ ~ ~ a ~ E rn ~ c o m o m ~ ~ ~ a~ o a ° U c a' aoi ~ ~ o ~ ~ ~ ~ U p ~ c c o O) -o 3 ~ o. ~ Y U g w , ~ c U U U O _ U , - o o ~ O N '~ ,. N C m m N > N ' N 4. N E a ~ ~ W 'NO C m ~ N O O ~ ~ ~ N _ O U ~ g ,~ > g v ~ d c~ a~ c rn ~ v i\ o rn 0 rn m ~+ E ~ ~ ~ v ~ ~ m o ~ aci ~ y ~ ~ o ~ ~ ~ ~ °o ~ ~ ~ ° ~ ~ E ~ E ~ E E ~ U ~ ~ ~ ~ ~ a v U •~ ¢ a a m ~ v " ~°- o ai°i a~i a1°i aoi af6i m ~' '~ o c ~ 'v ~ O ~ ~ o o c 'ao ~ ~ ~ ~ U i-- ~ ~ a r E- cn a m U ;w o w ~ m cn lip U U a . m a U cn U W i; v 4- J ~ ~ 0p t N VO' ~ t? O ~ O 000 OOi r- V ~ ~ ~ 0 ~ ~ '" ' N 0 Oo O m- 0 0 0 0 0 0 ~ A O o O CO O CO O CO O CO O t~ O I~ O tp O CO O O V O ~ O t 0 O ~ O li O ~ ~ r 'd I to 1~ In N ~ M ~ O ~ O O O O O O O O O O O ~, O O O O O O p. O O O ~ O m O O O O O O O O O O O Appendix F Page 2 of 3 To the Contract between Orange County and The RESOLUTE Building Company for Orange w • _ __ _ __ Z O ~ Z > °> ~ > > Z O E O • ~ ~ ~ ~ N m N : H ...... 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M a a a O a a a a LL M ~ ¢ O N M <-• r ~- r 0 ~ 0 0 ~ 0 0 r M M M M CD O ~ t 0 ~ O N O N O N O N t0 N t` N O r 0 N 0 N 10 N O O O 0 O ~ ~ o 0 ~ N 1l N ' ` ~ O j ~ 'D "O ~ "O ~ . V ~ 'O l0 a 10 'O 0 'O 00 'D O 'O t0 'O ~ 'd 10 v t0 ~ ~- 'O ~• 'O M 'O 00 '6 N ~ M ~ V 'O N a O V V "O M 'C1 O 'O M V 0 'D 10 'O l0 V M 'O O 'O ~ 'O [O 'O CD 'O 10 v L d ' 0 O ~ r N N r r N a i L C L O) ~ N 7 O O ~ C •j,.G . ~ 0). . O .~ C U ~ a m a ~ ~ ~ ~ N C p ~ N U V) a N N ~ m ~ a F- ~ `~ ~ o ~ ~- o 0) d P C f0 C C L C ~C o N m N N O) y Q . N (n m N O O) ~ L O ~ ~ ~ ~ O) C ~ ~ C7 .'k' { 07 O y f` LL' ~ ~ O) O 0) U C V ~ _ LL y ~ N ~ ( f C f .:I ~ O ft3 O m -7 3 O ~ ) p U i O V > N ~ ~ ~C 'Y lL ~ LL C N i O ~ U O a to N ~ ~ 1p N O ~ O ~ a O ~ 03 t p '~ O O C O O ~ = C g = Q O W C G w O O ~ ~ Of C ~ Q ~ Qi ~ ~' ~ E ~ N .~. = U U N ~ ~p ~ m N 0. C 0 0) 0 N O ~ OJ > U N O C O U t3 0) ~ 7 !n [0 ~ O ~ N d' 7 U 0) 2 w fn _ d 0) ~ N W ~ N ' O ~ N L . 0) C 0) .. . y O .r . N w O ' 07 O 0) ~ 'p ~ ~ O N 0) . ~ LL N J fn LL C U C fn ~ Cn In W LL <n Q d. LL ~ U c O U V_Q Q O O O' :.: 0 ' 0 0 0 0 0 ~p O O M O O (p CO (O rn O X 1 0 0 N O O O N O r ~ ~ 0 0 0 0 0 CO l0 0 0 O 0 0 0 0 100 r N N ~ ~ N 0' ~ ~ ~ ~ M ~ N M ~ E 7 N 0 O ~ l0 r r ~ e}• 0 O 0 CO ~ 01 0 0 0 0 (,j O C 7 V m ~ ~ ~ .- ~ O N M M M M M 00 ~ N O ~ O CO N 00 f` ) r 00 t0 I~ M ~ ~ ~ O) O f~ N l0 O t~ N O Q) ~ to r M r --- Appendix F Page 3 of 3 To the Contract between Orange County and The RESOLUTE Building Company for Orange ~. _ _.. _ __ j o ~ ~ ~ ~ Z > > o o ~ Z E p ~ M C O ~ ¢ w y a; d N ~ 3 ~ > ~ U ~ y' w f6 w ~ f C~ O ~ = C ~ ~ ~ ~ C Q . O ? : ~ L ~ ~ c •E c O ~ c c E •c ~ t . u1 LL lC ~ H LL N~ U t I--' : (~ fO LL O ~ ~ °o -.O..N.-.. 01.. U. Q1 .- C rn. ~ o c~ c U c .. .. .. .. _ _.. _.. .. .. C .. .. .. _.. .. y O i z . Y d O • n ~ ~ ' U U ~ X f0 • 7 ~~ N N ~ ~ - p ~ C O IL d w.d ~ ~ a N d~: tl1 f0 . : y a ~ ~ LLa 3 m m a ~a ~ 3 ~° ~'~ a~ rn ~° a ~ ~ U'~ D ... 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Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z O Z O Z w LL ¢ a a a ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ~ f, ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ p d N O O O N O M 7 N O O O M n r n Q1 O) M n t` n n ~ n ti n Q1 n n ~y~i O M M M 0 0 0 ~ ~ ~ O r r N N N ~ r ~- ~ ~ ~ r N v W ~"C c0 O aD O CO O 00 O N O 00 O OD O 00 O 00 O OD O 00 O 00~ P O O f~ O I~ O ~ O n O ~ O h O ~ O ~ O f` O ~ O ~ O f` O N O t~ O I~ O n O L ~ ~ ~ ~ ~ >- >- } } ~' >- >• } U U U U U U U U U U U U U U U U U N C wN a a. a a ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢' w w w w w w w w w w w w w w w w w ~ ¢ ¢ ¢ ¢ ~ - ~ ~ ~ ~ ~ ~ ~ o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o p G 0o N w N w N co N . 0 1n 0 1n 0 ao 0 rn 0 u~ ~ 1n ~ o r~ N ~ ~ ~ n ~ n ~ n ~ ~ ~ ~ ~ ~ ~ n ~ ~ ~ r~ ~- ~ ~ ~ ~ ~ r 1. ~ r~ ~ r~ ~- V a1 ~ V ~ V M •O M '0 M •0 N •0 ~ V V 'O to '0 N 'O M '0 N O '0 '0 O 0 •0 0 '0 0 •0 OD '0 Op ~ 00 '0 O "0 O ~ O '0 O U O 'D O ~ O 'O O •0 N 'O O •0 O L O O ! N N N N N N N N N N N N N N N N N a L 0 rn f6 . ~ m a c ~ S C N ~ v •~ O. N I p h O V U ¢d O. Q 0 L U ' > rn i 0 ~ N ` w 0 ~ to C to ~ ' y E .O i ~ c a ~ ~ m y m o i- O > O ~ 3 co m m N m ~ ~ ~ •N a~ ; ~ ~ ~ ~ ~ ~ n m ~ ~ ~ ~ ~ ~ E a ,~ 'Ln LL ~ ~ ~ c c c ii O E E ~ in ~ Ox p E ~ ~ E E a ii in ~ •~ ~ p ~ ~ ~ LL •E LL O ~ a ~ ~ ~ ~ ~ ~ U ~ ~ ~ t c y U • O C 0 ' ~ C fV¢ n H ~ O ` o ` ~ w ~ C m U :o ~ •~ C a U ~ •c O ~ J (/I ~' ` Z c _ m ~ C t ~ ~ .. ` t ~ O c O ~... ° G m 0I c m ¢ O ~' 7 N 3 Y m c L ° c ~ c ~ c U m ° o ~ ~ ° c ° ° ° f0 a J LL m a i ~ ii a i a_ w a iL i a uw '> m > ' a1 n. ~~ R ~ o a a i ~ i a w o U °: in o ~ o cn y w o m _ o w ~ U a i U ~ ¢ c m °' W •~ ~v Q- lp N ~ 0 ~ ~ 0 0 0 0 0 Q O M N O O o 0 O O O l0 N R7 O ~ O O O 0 O 0 O 0 ~f 0 N 0 M 0 I 0 0 O.. 0 0 0 0 0 0 0 0 CO 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ 0 0 O tp O O O O ~ O O N I~ ~ to (D I~ ~ P ~ ~ g- '~'. 00 N O ~ N O) tp r l0 ~ CO ~ M O tfy ~ f~ 00 ao M r OD CO W ~ l(7 ~ O ~ r Client: 126284 RFRARIII ACORD CERTIFICATE OF LIABILITY INSURANCE ~' ,~ 12/O7/200i PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Wachovia Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE PO Box 97787 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Raleigh, NC 27624-7787 P:919~76-8834 F:919-676-3307 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: AmerlSUre COmpanleS 19488 Resolute Building Company INSURER B: Amerisure Mutual Insurance Company PO Box 3656 INSURER C: Amerisure Insurance Company Chapel Hill, NC 27515 INSURER D: INSURER E: COVERAGES 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. LTR N R TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS A GENERAL LIABILITY CPP2073875050007 10/01/07 10/01/08 EACH OCCURRENCE $1 000 pOp X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $300 000 CLAIMS MADE ~ OCCUR MED EXP (Any one person) $10 000 PERSONAL & ADV INJURY $1 OOO 000 GENERAL AGGREGATE $2 000 000 X GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $2 000 000 POLICY X jE OT- LOC C AUT OMOBILE LIABILITY CA2013873050007 10/01/07 10/07/08 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $1x000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ X $250 Comp Ded PROPERTY DAMAGE X $500 COII Ded (Peraccidenq $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ B EXCESS/UMBRELLA LIABILITY CU2013877 10/01/07 10/01/08 EACH OCCURRENCE $10 000 000 X OCCUR ~ CLAIMS MADE AGGREGATE $1 O 000 000 DEDUCTIBLE $ X RETENTION $ O $ B WORKERS COMPENSATION AND WC201388105 10/01/07 10/01/0$ ~( WC sTATU- oTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $100 000 N ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED9 E.L. DISEASE - EA EMPLOYEE $100 OOO If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $500 000 OTHER DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Project: Orange County Emergency Services Center, 510 Meadowlands Drive, Hillsboro, NC. The County of Orange is additional insured as respects general liability coverage. All polices referenced on this Certificate have been endorsed to provide 30 days notice of cancellation or non renewal by Registered mail to the County of Orange (endorsements attached). County of Orange PO Box 8181 Hillsborough, NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _3p._ DAVS 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 REPRESENTATNE ACORD 25 (2001/08) 1 Of 2 #S1289666/M1263070 EPA01 ~ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an 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 a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or after the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #S1289666/M1263070 THIS l=I~DURSEMENTi CH~ING~S T~iE PO~LIGY. 'LEASE READ IT CAREFULLY. PC)LICY CHANGES ('Sniirv ('henna Rt~~mhgr' 'S R[7LiCY NUMBER Pt7LiG'f CttANGE3 EFPECI"IVE CClM!?Ai~Y CPP 2073875 T1-3fl-2x07 r'1MER{aLJRE !lVSl1RANGE COt~If~F,NY _ _ Dtrecf Sifi N~.: _~ Gr~tup No : r ~ POLiGY PEiifOD +4ecc~unt t~©.: 1{158151 __ Frain 10-d1-200't To 1(3~D1-~~8 ~ _ ~~..__ . _..~ .____ NAMED CNSUREO .a.., AUTHORIZicD Ri7PRESi"Ni`ATIVE RESC~L'tJ7~ 6UILUING %C)A~1PAN~ 1hlAOHt~ViA IPdS $ER~IfiRLEIGih'i SEE. EIVt'?Oh2Si=tvlENT "A" !='O SOX 365~a (;1-lAPEL HILL, NG 27575 PRODUCERCC~QE: $1b27~-1~t3 __ GCyYERAGE MARTS AFFEGT~D ALL C~'~. VEF~Cs~: PARTv~ CHANGES THE ~Tl'AOFi~D ~t1i~iGELLATiON NC]TIFiGATiC?N Ft'~R~4, EFIDURS>=h4GNT"~", 1 ADDED f ,- L ~-.._-f_~~~-~' 12 ~ ~ ~O `~ Authceri4ed p2apr~seri~Yir~~ Signature Gapyrk~Ya1, Msurar~oe S~rer~c.es tJNir~, Inc., 19&3 A-3188 {12-88} Cvpyr jltt, ISO Gomm~rr~~l Fiis~ S~~~s, Inc., 1983 r. THIS ~NDtS~tSEMf=(~°i` C1-IA[~GES THE POLICY. Pt<EA~SE READ IT CAl2EFUf_L'~'. ~14NC~lLATIf?Pt Nf3T6FIGATI~N IT 1S AGR~EC} TI-~T iN THEE~E~I~~ ~F CANCEI_LAT(ON C1F~ ~J4N-6~ENEV'JR~, ~F THIS Pt~'L[CY. THE GC~t~11PAA:~' WILL ~1~1E T~ifRTY {3~J} DA1~S PRIt7F~ V'a'R{TT`~N NC7°C'1CP $Y CER`~`IE~IED ti4Ai~ RETI~R~I F~E~,GlniF~"i' F~EQUESTED AND kPPIvIES T}~1EREi7F TO THt= FO~.LCIWING: owarv~E CbUI~TY' r=~rtE~~ErWCY ~ERVIGES C~tJ'r~R 51C M~AQt~I~Vl~4NDS DRIVE N11.LSB{?R{?UCFI, NC COl1NTY OF C~RA~dGE PO f~QX 8181 HILL5b4)FZC7t.~ejH, IJC 27278 CO!vjRtEl E T iiiS GNtY WHL-N ~h1DGft5E~.tE~NY i~ ~SSi~'Eb 5UBSECIU>`N7T~7 THE bRt~PhtAL POLICY' ENr~~RSEh~SE1'~3T "1~" Ef€~ti~~ C7~tc Expir~t~it PGtiGy HEtrr~b~r rf Endorse-~ner~t t~istr~et-lotdiv. Producer Date t7~a#~ Issued CPP 2013E375 11-30-2f707 8162279-160 4~1A~C:HQ~.`fA It~1S,`P.ALEIGii 1t~-01-200fl 12-~7-~OT TP~333s #YS~xarabmorat fomss a Par(o; tMe abuun ~surnbare~ policy 8rt~ is su~if~vt to 0sl 4f lYi~i prcw~~ions at said yOGcy nut s~~cIfically modi6eti ~~r~bp. TF3l5 ENDG7RSCf^dENT IS 75SUED t3Y' TraE GGlAF~ANY {N171{:ATEO B~Lt~4'd RN4ER1$URE iaAtJ7UAL WSIIRANCE COMPANY [,~„ AMERI$URE INSURANCE COMPANY AA-~11 7~iIS ~NDO#7S~P~tEN7° CHA4IG~S fi`HE POLICY. PEASE F~EAD 1T ~AREFU(mE~Y, Po~icY cwa~~ES P~lICy Chan a Nurnner ~~ CkiANLyE5 T~CE ATTr~CH~p ~,Afi~tCELt1~T1C~Af NGT1FtCFl~!'l~N FLJE~1~9, ~Np(~RS~k~iCNT'CY", IS AOL~E'C}. 7 Aukh~r2~x1 Rapt.~ae~nr-..~~ zbgriaCure C.cr~~yriyht, l~urancc~ S~cvi~es C3tTi~e, Irtt;., 1933 J~~188 (12-88) C~pyric6tr~, 15L7 Cornm~rlal Risk 5~rvic.~s, 9.~„ 183 POt_fGY PfU~681"R P~DLtCY C1~.4NGES EFFECTIVE ~ COh4F'ANY CA 2L113k373 11 3fJ-2607 ~AtviERjSUFiE tM1iSllFttihCE Gi~PvfPAi~'Y pirec413i11 No.t Group No.: ~ POl7CY PEFt4C~ i Account Na.: 1C~5$~i`.~1 ~ ~ From 90-Lei-2U07 70 10-131-2flt~II NAMEp INSllRED AUTI~IC4217~ REpRESENTATIVF ~ESf~IUT~ ~UtFL1iNG t;OMF'At~Y YW6~ti;HC~V~ INS 5w~'~tRALE1GV~ SEA E~tC~O~'tSEMEf~T "r~" PQ 8CJ7C 366 GN~PEL t11LL, NG 27515 ; PROLtUCER GLIDE: S1b'279-1~0 CaVERAGE PARTS AF~E4TED c~}n•1~~~~~Igi. At~TC~~~JFILE THIS EFtDQI~SEIti9EN'f CHANGES THE PC3LlCY. P'L.E,4SE READ IT CAFtE~t11„i.Y. ~ANCEE t,~tTf~St~tNt~~IFICATI~?l~l IT IS F+GREE€~ THAT IN THE EVENT OF CANDE~.L.ATION CaR hOh~-RE~lE1rVA~. Q~ TEiIS f~~L~Y,'6'k~r~ ~OA~IPANY V~ViLE GIVE THIRTY 4~~ DAYS PRlC~R 1NRITfEht NC~TIGE flY CER'FIFtEl3 MAIL.fZETUR~ RECEIF'~' `~t~QItESTEI~ AND APf~LIf/S THEf~EC~F TQ SHE ~'G~LGU~fING: (,~Ra.NGE ~Clt~hiTY EMERGEPlCY SERVICES CENTEF~ 5't0 (~1EADt7VtfLAEdDS DRIVE hiIL~SE3QRt?UGI-f, tVC. GQC1h}Tl' f7F OF2ANGE PU Bf?X 81'9 MILLB~{}'R~11JGH. NG 272TS ENC~ORSEMEt~tT "D" F'altey (duntfaer ~ 2013#373 Tht~ antlors®mantfoexn~ a ~.: ;ORfF'Ll_T'[: TF{IS G~N1.Yti'JFfEN ENQ{1R5E1a'IENT iS1S~CJk[7 Slff3~F.e~lfEhY-f Tt?TNI=Cti~IG9NAt.l~fLICY Etfe~'tiv~ Cale Exp~r~tic~n bf Er7ctorsenzerl Distti~t-inthvv. ~'~C~di~Ct~r pate: Dste Issued 11-3~-20{~i' $'I~2279-1~1 WWC:H~JVIAIt*I5t6~AI.EIG;-j 10-D1-2C~Ory 'f2-0~-07 SR t~:"the aF~tw~ ~r~rta6~red ~t~~~'y and i5 sEt6jtet M ~rl or the prwEsit~~s 4~f s~e~i poi,-y no= ~c~ecir,~ 6y modFfi9e! rtby. TFit~ ENi?t~ftsF_T,~IEN7 lei I.SSUEQ BY'CiE GOMPAMY kNQIGATQD~Elt3W AM~RISIJRE ~1tJTtJA1,. F2ANCE COIN~'ANY AMERi~7RE IN GE Gt)ISI~PANY _ _ ._ A TJ~ltS ~t1DC3RSEMEN7 CHANGES 1"~iE PQLiGY. PLEASE REAL? 1T GAREFl9LE.Y. P~~.1CY ~N1~~~E~ Policy Chan a Nttrrtbe~' a RQLt~;Y NUMf3~1•{ F'GEICY CHANGES EFFECTIVE COMPANY Cf~ 2~1i.~~s77 t1-3U-2bG? AI~IEF{ISUR~ tt1l.~'1`llr'lL tNSUF~ANCE GUMPANY illr+~ct B~fll r~Eo.. Groa~#s IVs Pf34.IGY PERIL Acccn,~t No.: SOSSS1~1 x Frnrn t0-01-2f~77 Tv '[p-C9-24308 ~,09 NAMED INSURED A11T HORIZED itEPR£9ENTATNE RE~C~LUTE BU~I.DING GCaMP'AtJY WAChI~~11A 1~S 51~RV~R~~;c;F{ SEE GU72t12 03-05 PO BMX 3G5Fi ~HAP~L HILL, NC 27~~{S €"RC3[)U6ER CODEe Si6279-t~{7 GUYEI2AGE PARTSAFFEG'I'ED UMIBF~EULA LIABILITY CHANGES THE ATTAGNEI} ~';ANCELLATiUN NtJ~'t~ECATIflN FARM, Eh1DpRSEM14E^iT "t?",1~ AE3DI.~E). ~~ Authorifed F7epr~s~?r~tatty~ ~ign8tur~ Cr~IZy~ighf.lris~ra~icr3 Services C)fftc~s, IrlG., ~ Ft~~'I$8 {12-~#ly Co~Yr(gri#, ISC1 Cornmar.;a[ Risk~et+ar~s, !nc„ 1 i ~ y ~ 1`HIS l=NL~ORSEtUIENT CkiAAI~E~ THE PC3LI~GY`. !`'LEASE REAIS R CAREFULLY. CANCE~TlON Nt7T6FICATi~N CT iS AGF~EELS Tk~a~' iri "CHI E~1EI~T t~F CA~cEL~AT1+~t~i (~~ NCN-3=2i/NEV4'AL aF "CFiIS PC7LICY, TFIE ~4t~iPANY'vVi~L GIVE THIRTY ~31;tj C?Al'~ PRIGRIAlRI"f"I'E~1 ~1QTICE E3Y CERTIFIED h~AiL RETURN RECEIPT RFGUESTED AN[~ APC~LlEC THERE4JF Tt~ THE FALLOWING: CSRAtvi;E COUNTY )=9J{EF2GENGYSERVlCES CE=LATER ~» MEA©oti^~~araQS ~Riu~ HiLLSBi7RGlJGH, NG ~C?UN'fY Off' OF~NCE r~c~ ~st~x s~sl HiLLSBt~R4UG1-fi, NC ~7~7>3 ETVL)(~C-2~EtvfENT "CJ" ~~1;cy Number GiJ ~t,13dr7 tF~i~ a r ~esrsr m~~r., soim~ a p: CC1MY@.a'TF 1`HlS C~FlLI' YIHEN ENC"J{?f~~aEMENT i~ i.i~K~D ~~BSEt1UEPET TCJ THE OR1Ca~P1Atr P1~LkC+Y --- EtYectiue Date Expira~,ion of Endorsen~~~nt District-IndFr. ProduC~r dale i~al~ lssu~d 11-3t~-,~,~di $1t~22794'f btl WAG~t.~vl>a INSiR.AL~IGN "1~1~~"E-2U~8 12-Q~-C~~' art of tFEe ~Lscvs tltHtib@Mt6 ~t>licy a~e~ k~ suGj~cf 1e al3 of Cho p['pvi5igt15 ~! ~3~ ptsCl~y ttc5t ~wac i>C~1iy mQrS~f~;i herohp. tktVS EtVC3C7ftSE@.iENT IS ISSUEC7 BY THE GOAAR/kNY (ND1~~ATCt) L;LLbW [~ n~cRisuR~ ~crrtri~i~su~t~ ec~ar~r pl A~~Rtsu~E rtv c~ nNnr M-~~~~ +t - ~' .~ :~ Form OC-13 Bond No.104956537 SECTION 307 FORM OF PERFORMANCE BOND Date of Contract: December 1 1, 2007 Date of Execution: December 1 1, 2007 Name of Principal: Resolute Building Company (Contractor) 200 Cloister Court, Chapel Hill, NC 27514 Name of Surety: Travelers Casualty and Surety Company of America 1500 Market Street, Suite 2900, Philadelphia, PA 19102 Name of Contracting Orange County Body: PO Box 8181, Hillsborough, NC 27278 Amount of Bond: One Million Two Hundred Thirty Two Thousand Two Hundred Fifty Seven and 00/100 Dollars ($1,232,257.00) Project: Orange County Emergency Management Services Facility, Hillsborou , NC KNOW ALL MEN BY THESE PRESENTS, That we, the PRINCIPAL AND SURETY above named, are held and firmly bound unto the above named Contracting Body, hereinafter called the Contracting Body, in the penal sum of the amount stated above for the payment of which sum well and truly to be made, we bind, ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the principal entered into a certain contract with the Contracting Body, identified as shown above and hereto attached: NOW THEREFORE, if the principal shall well and truly perform and fulfill all the undertaking, covenants, terms, conditions and agreements of said contract during the original term of said contract and any extensions thereof that may be granted by the contracting body, with or without notice to the surety, and during the life of any guaranty required under the contract, and shall well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly modifications to the surety being hereby waived, then, this obligations to be void; otherwise to remain in full force and virtue. IN WITNESS WHEREOF, the above bounden parties have executed this instrument under their several seals on the date indicated above the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Performance Bond Page 1 of 2 ~ '' ~ ~ Executed in Three (3) counterparts Witness: (Proprietorship or Partnership) Attest: (Corporation) Title: ~~~~%ri = ~~ (Corporate Secretary or Asst. Secretary Only Witness: 'fer S. ' sley Countersigned: (N.C. Li ensed Resid nt Agent) Scott D. Mathers Wachovia Insurance Services (Name & Address -Surety Agency) P.O. Box 97787 Raleigh, NC 27624 Surety Company Name and N.C. Regional or Branch Office Address By: Title: Scott D. Mathers (Attorney-in-Fact) (Surety Corporate Seal) Travelers Casualty and Surety Company of America 3710 University Drive, Suite 340 Durham, NC 27707 Resolute Building Company (Contractor -Trade or Corporate Name) By: Title: ~1r~ (Owner, Partner or Co s. or Vice Pres. Onl ~V~LD//V~ (Corporate Seal) ~~ 6~~P oR9TF ~~ p SEAL -o yb ~/ NC Travelers Casualty and Surety Company of America (Surety Company) Performance Bond Page 2 of 2 J Y Form OC-10 SECTION 308 FORM OF PAYMENT BOND Date of Contract: December 11, 2007 Date of Execution: December 11, 2007 Name of Principal: Resolute Building Company (Contractor) 200 Cloister Court, Chapel Hill. NC 27514 Name of Surety: Travelers Casualty and Suret~pany of America 1500 Market Street, Suite 2900, Philadelphia. PA 19102 Name of Contracting Oranee County Body: PO Box 8181. Hillsborough, NC 27278 Amount of Bond: One Million Two Hundred Thirty Two Thousand Two Hundred Fifty Seven and 00/100 Dollars ($1.232,257.00) Project: Oran a Coun Emergency Management Services Facility, Hillsborough, NC KNOW ALL MEN BY THESE PRESENTS, That we, the PRINCIPAL AND SURETY above named, are held and firmly bound unto the above named Contracting Body, hereinafter called the Contracting Body, in the penal sum of the amount stated above for the payment of which sum well and truly to be made, we bind, ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the principal entered into a certain contract with the Contracting Body, identified as shown above and hereto attached: NOW THEREFORE, if the principal shall promptly make payment to all persons supplying labor/material in the prosecution of the work provided for in said contract, and any and all duly authorized modifications of said contract that may hereafter be made, notice of which modifications to the surety being hereby waived, then this obligation to be void; otherwise to remain in full force and virtue. IN WITNESS WHEREOF, the above bounden parties have executed this instrument under their several seals on the date indicated above the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Payment Bond Page 1 of 2 Executed in _ Three (3) counterparts Witness: (Proprietorship or Partnership) Attest: (Corporate n) L By: Title: ~ i~~ • (Corporate ecretary or Asst. Secretary Only) Witness: .~' Je r S. a'1ey Countersig d: (N.C. Li nsed Resident Agent) Scott D. Mathers Wachovia Insurance Services (Name & Address -Surety Agency) P.O. Box 97787 Raleigh, NC 27624 Surety Company Name and N.C. Regional or Branch Office Address Travelers Casualty and Surety Company of America 3710 University Drive, Suite 340 Durham, NC 27707 Resolute Building Company (Contractor -Trade or Corporate Name) By: Title: 1/ / - "'" / (Owner, Partner or Corte President or V (Corporate ~~r~nly) v c•° O 'y~ `> ~~~~ ~~~ r ~ NC Travelers Casualty and Surety Company of America (Surety Company) By: Title: Scott D. Mathers (Attorney-in-Fact) (Surety Corporate Seal) Payment Bond Page 2 of 2 ~_~ TRAVELERS POWER OF ATTORNEY Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. Seaboard Surety Company St. Paul Fire and Marine Insurance Company RED St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company Attorney-In Fact No. 214644 Certificate No. O Q 1 5 5 7 2 4 3 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, guazanteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or{,roceedings allowed by law. IN WITNEJanWHEREOF, the Compa2006ave caused this instrument w he sicned and their corporate seals to be hereto affixed, this day 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 5th St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company ,~~ ~ r ~~AJn~~ CC ~ $UREIy ' FIRE 6y'T o\*N.!NSp9 Jpt 1"~nsu ~JP IY ANDS Np sugfry t~Y~tMO FO y -.YO (1 K~ a A r~pR FOR~1'~ ?~ tiC1 u G~ ~ ~" ~ < ~i RAtE71 z ~l F.~ j#,u//r pORPORA)'~ p~ ~ ~ y~~f Y1982~ 0 ~9'/ X7927 ~n: •" I:~. ~._ ei~: : Mat7F0aD~ ~ ~fNflfFaR0. ~ < 4 `~crF'~aa ~ T~~ 1951 9~ ,E ~ 2 c. ~` SEAL iod ~~.S8AL:'D ~ Cor+N. r° ~£ :n 1896 ~ ~ F OF S~smIN~E ! ~L. d. •., a s JD 1 ~+,. State of Connecticut City of Hartford ss. By: Georg Thompson, enior ice President On this the 5th day of January 2006 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., Seaboazd 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 Guazanty 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. ~~,.TlT In Witness Whereof, I hereunto set my hand and official seal. Tliq ~ Q~ C . My Commission expires the 30th day of June, 2011. ~'0t/BUG3* Marie C. Tetreault, Notary Public 58440-8-06 Printed in U.S.A. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER