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Agenda - 12-11-2007-4lxtr
ORANGE COUNTY AGREEMENT FOR CONSTRUCTION NORTH CAROLINA MANAGER AT RISK SERVICES This AGREEMENT is made and effective on this date: 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 ARGHITECTS & 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 ....... 1.1 Owner and Construction Manager At Risk ................................................................. 4 1.2 Owner and Designer 1.3 CMAR and Contractors 1.4 Relationshfo of the CMAR to the Designer ARTICLE 2 -PROJECT DEFINITION .......................................................................................................... 4 ARTICLE 3- CONSTRUCTION MANAGER AT RISK'S SERVICES ................................................................... b 3.1 CMAR Services 3.2 CMAR Personnel 3.3 Construction Management Pian 3.4 Consultant Selection 3.5 Time Management 3.6 Cost Manag_ ment 3.7 Manacement Information System {MISS 3.8 design Phase Services 3.9 Procurement Phase 3.1t) Construction Phase 3.11 Post Construction Phase 3.12 Addiiionai Services ARTICLE 4 -TIME FOR PERFORMANCE .................................................................................................... 16 4.1 Dura ion 42 Maslar Schedule 4.3_Non-waiver 4.4 Schedule Adjustment 4.5 Early Start 4.6 Recovery 4.7 Schedule Monitoring 4.8 Schedule Revisions 4.9 Wfthhoiding Paymenl from CMAR 4.10 Work by Owned 4.11 Force Maieure 4.12 Notice 4.13 Weather Delays 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 Changes ARTICLE 6 -OWNER'S RESPONSIBILITIES ............................................................................................... 20 6.1 Program 6.2 Decisions fi.3 Insurance 6.4 Notice of Nonconformifies 6.5 royals 6.6 Designer 6.7 Bud e 6.8_Separate Gontracts 6.9 Copies of Drawings and Specifications 6.10 Permits and Approvals 6.11 Funding Requirements fi.12 Communication with Contrectors 6.13 Copies of Notices and Communication fi.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 Guarenteed Maximum Price 7.4 Fixed Fee and General Gonditions Casts 2 ARTICLE 8 -INSURANCE AND INDEMNITY ................................................................. 8.1 CMAR's Liability Insurance 8.2 Builder's Risk Insurance 8.3 Indemnity ARTICLE 9 -TERMINATION AND SUSPENSION ........................................................... 9.1 Termination for Convenience 9.2 Terrnination for Default 9.3 Additional Termination Provisions 9.4 Suspension ARTICLE 10 • DISPUTE RESOLUTION ........................................................................ ARTICLE 11 • ADDITIONAL PROVISIONS ............................................................... 11.1 Confidentiality 11.2 Signs 11.3 Limitation and Assignment 11.4 MinoritYBus~ness Entemrise Prooram 11.5 Exient of Agreement 11.6 Severability 11.7 Meaning of Terms 11.8 Notices 11.913onds 11.10 Ownership of Documents ARTICLE i2 -SPECIAL GUARANTEED MAXIMUM PRICE PROVISIONS ..................... 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 ................ 25 ................. 27 ...................... 29 .................. 30 ........................ 31 3 ARTICLE 1 RELATIONSHIP OF THE PARTIES 1.1 Owner and Construction Manager at Risk The CMAR and the Owner shall perform as stated in this Agreement and each accepts the relationship between them that is established by this Agreement. The CMAR covenants with the Owner to furnish professional construction management services during the Project. in broad terms, under this Agreement, the CMAR will perform construction services, including efficient value engineering reviews and project management, business administration and field supervision, and shall use its best efforts to see to it that the Work of the Project is done in the best and most expeditious, economical manner consistent with the interests of the Owner, and in strict conformity with the Contract Documents, including aIi reasonable implications therein, and to furnish its skill and judgment with due care in accordance wish 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 shalt contract separately wish 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. Scat. § 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 tens "Contractor" or "Contractors' shall refer to all persons wish such contracts with the CMAR. 1.4 Relationship of the CMAR to the Desioner 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 tie provided wilh 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 Pian 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 - ConsWction 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 GMAR Services 4 The CMAR shall perform the Services described herein. The sequence Irt 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 famishing of services by such personnet 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 dditioes. Rerpovals. 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 addttions and edher 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. ff 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 parson ceases employment with the CMAR, or if the Owner requests the removal of eny such person, then the CMAR shall promptly notify the Owner of a proposed substitute of at least equal quaycations to perform the same functions, and provide a resume for the substitute. Each substitute parson 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, alt 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 alt services provided by such personnel. 3.2.2 CMAR's Project Representative The CMAR shall designate a Project Representative who has the authority to ad on behalf of the CMAR in respect to all matters that era the subject of this Agreement, including, without limitation, the power and authority to enter Into agreements ar modifications that contractually bind the CMAR. The Project Representative shall be available at ail 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 shalt 6e considered employees of the Owner. Tha 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 alt of their respective employees. 3.3 Construction Manaoement Plan W(thin 3t} 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 Pian 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 Qwner's schedule, budget, and design requirements for the Project. Tha CMAR shall then develop various alternatives far the sequencing and management of the Project and shall make recommendations to the Owner. The Conswction Menagernent Plan shall also include a description of the various bid packages recommended for the Prajed. 77re Construction Management Plan shall be presented to the Qwner for acceptance. Revisions approved by the Owner shall 6e incorporated into the Construction Management Plan. 3.4 Consuitani 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 Iisis of potential firms, developing criteria for selection, preparing and transmitting the requests fnr 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 ,Tj_nie anagement 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 Mosier Schedule for the Project. The Master Schedule shat! specify milestone dates and the proposed start and finish dates For each major project activity including all design and construction activities. The CMAR shalt submit the Master Schedule to the Owner for acceptance. 3.5.2 Uxidates and Revisions io 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 Constructon 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, conswction 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 shalt 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 ConsWction MaljSet 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 relaked to the Project. A report of the Constnaction Market Survey shall be provided to the Owner and the Designer. 3.6.2 ~roiect and Construction Budoet 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 shalt idenlify 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. Tho 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 Budoet 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 Corrirol 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. Tho CMAR shall reconcile its estimates with the Project Budges and the Construction Budget, and with any independent estimates obtained by the Owner. The CMAR shall coordinate .She 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 ConsWction Budget. 3.6.5 Protect and Gonstruction Budget Revision The CMAR shall make rewmmendations to the Owner conceming design changes that may resufl in revisions to the Project and Construction Budget and divisions of the Work required for the Project. 3.6.6 Value Enoineering Studies The CMAR shall provide value engineering recommendations io the Owner and Designer for major construction components, including cast evaluations of altematrve matedals 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 ail such addenda and shalt submR 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 io 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 Analyzing Bids: Upon receipt of bids, the CMAR shall evaluate the bids, including alternate prices and unit prices, and before award of any construction contract shall provide the Owner and the Designer with a report summarizing the bids. 3.6.9 Schedule of Values (Each Contract} The CMAR shall, in participation with the Contractors, determine a Schedule of Values for each of the construction contracts. The Schedule of Values shall be the basis for the allocation of the Construction Contract price io the activities shown on the Contractor's Construction Schedule. 3.6.10 Allocation of Costs to Contractor's Construction Schedule [Not used.] 3.6.11 Change Order Control The CMAR shall establish and implement a change order control system. 3.6.11.1 All proposed Owner-initiated change orders shall first be described in detail in writing by the Owner, or the Designer if so requested by the Owner, and forwarded to the CMAR. The CMAR shall then forward a request for proposal to the appropriate Contractor (or Contractors}, accompanied by technical Drawings and Specifications prepared by the Designer. In response to the request for a proposal, the Contractor shall submit to the CMAR for evaluation detailed information conceming 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 io perform Ehe 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 ail 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 shalt, 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. tf, 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 post of payroll, materials and equipment and the amount of payments to subcontractors incurred by the Contractor in performing the Work. 3.6.f2 Trade-Qff Studies The CMAR shall provide trade-off studies for various minor construction components. The results of the trade-oft 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 shalt be a certificate of payment that shall be signed by the CMAR and delivered to the Owner. Tha 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 Svstem fMIS} The CMAR shall deve}op a MIS to establish communication between the Owner, CMAR, Designer, and other parties on the Project. In devetoptng 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. 3.72 Schedule Maintenance Reports The CMAR shall prepare and distribute schedule maintenance reports on a monthly basis chat 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 ail design and construction schedules. During the Constructwn Phase the reports shall compare the actual construction dates to scheduled construction dates of each separate consWciion contract and to the Master Schedule for the Project. 3.7.3 Protect 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 recornmendatlons to the Owner for corrective action to maintain ail 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 sports 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 shaii 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 Change Order Report The CMAR shall prepare and distribute Design Phase reports on a monthly basis that shall list all Owner-approved addenda, substitutions and change orders as of the date of the report and shall state the effect of the changes on the Project and Construction Budget and the Master Schedule. The CMAR shall continue to prepare and distribute monthly change order reports during the Construction Phase. Tha report shall include logs of alt requests for information, requests for interpretaiiori 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 alt Owner-approved change orders by number, a brief description of the change order work, the cost established in the change oMer and percent of completion of the change order work. Tha 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 Project and Construction Budget Revisions The CMAR shall make recommendations to the Owner concerning construction changes that may result in revisions to the Project Guaranteed Maximum Price. 3.7.7 Progress Payment Reports tEach Contract} The CMAR shall prepare and distribute the progress payment reports. The reports shall state the total construction contrail 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 shalt 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 Tha 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 Resorts 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 Desion Phase Services All drawings and specifications shaii be prepared by the designer and submitted to the Owner for review and authorization to proceed wish procurement and construction. The CMAR shall provide the following services related >fl design of the Project. 3.8.1 Protect Conference fn 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 Constuction Management Plan, the Master 9 Schedule, the Design Phase Milestone Schedule; the Project Guaranteed Maximum Price, and the MIS. Tha 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 MI5 and the CMAR shall coordinate and expedite the flow of information between the Owner, Designer, the GMAR and others as necessary. 3.8.3 Progress Meetinos 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 Desion 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 shalt be provided in writing as notations on the documents or in a written report The GMAR is not responsihle 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 alt 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 io 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 R is aware eonceming patents or copyrights for inclusion in Contract Documents. The CMAR shall expedite the Owner's design reviews by compiling and conveying the Owner's comments to the Designer. 3.8.7 Aoorovais by Rectutatory Agencies 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 Corriractor 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 ident~ed by the CMAR and approved by the Owner. Consistent with Siaie 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 fomt 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 wiA 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 spacial warranties and other obligations imposed on the Contractors by the Specifications. 3.8.6 Owner Design Reviews 3.8.9 Public Relations 90 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. 3.8.1t} Project Funding The CMAR shall assist the Owner in preparing documents conceming 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. Stet. ~ 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 j?reoualifying Bidders The CMAR shall develop Iisis 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 Qwner 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 Camoaipn The CMAR shalt 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 grange 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 ddenda 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 Opening 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 Owners Minority Business Enterprise Policy, attached to this Agreement as Appendix C The Owner shall be given reasonable opportunfty to consider the quaycations of the successful bidder, and the impact of award of the contract on the Project and Construction Budget. 3.9.9 Construction Contacts 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 tabor Affidavits 11 The CMAR shall verify that ail required building permits, bonds, insurance, labor affidav'ds, and waivers required for the Project have been obtained. 3.10 ConsWc6on 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. 3.16.1 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 GMAR 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 GMAR, Owner, Designer, and Contractors. 3.10.3 Contract Administration Procedures The .CMAR shall establish and implement pror~dures 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 shat) maintain daily Job reports. The CMAR shall tie 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 Protect 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 shalt conduct pre- instailation 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 alt project site meetings to ail attendees, the Owner and Designer. 3.10.5 Coordination of Other Independent Consultants Technical Inspection and testing required by the Destgnar, 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.fi 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 Resort 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 shalt 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 shat( indicate the actual progress compared to scheduled progress and shall serve as the basis far the progress payment to the Contractor. The CMAR shall determine and implement altemaiive courses of action that may be necessary to achieve contract compliance by the Contractor. 3.10.8 Recovery Sc).jedules In the evens 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 Chanoes to the Contract Time • and Guaranteed Maximum Price The CMAR shall review the contents of a request for changes to the construction contract lime or price submitted by a Contractor, assemble information concerning the request and endeavor to detemtine 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 orrier documents for signing by the CMAR, Designer and Owner. The CMAR shalt 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 Ouality 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 data of substantial completion of the Work and shall replace such defective materials or workmanship without cost to the Owner. 3.16.10.1 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. Ail 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 Lhe repair or replacement of defective or non-conforming components within the warranty period. 3.10.10.2 The GMAR shalt 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 doss not conform to the requirements of the Gontract Documents. Except for minor variations as stated herein, the CMAR is not authorized as part of this service to change, evoke, enlarge, relax, actor, or to release any requirement of the Contract Documents or to approve or accept any portion of the Work oat performed in accordance wikh the Contract Documents. 3.10.11 Testinq by the CMAR The GMAR 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 ail 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 paint 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 alt 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 Gontractors 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 certfies 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 idenfdying alt 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 elf 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 ail new items identified on the Supplemental deficiency list. 13 3.10.14 Final Comoleton 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 io the Owner. Upon delivery of the Certificate of Final Completion to the Owner, the CMAR shall make alt remaining payments due to Contractors. 3.10.15 Protection of the Work Proaerty and the Public The CMAR shall be responsible for the entire site and shalt 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 eny Dwner-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 io property of others. The CMAR shall have access to the Protect 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 dutes 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 ail portions of the structure when the Work is not in progress, provide and set all temporary roofs, covers for doorways, sash and windows, barzicades, 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 bf proper protection or from any other cause shall be repaired or replaced without extra cost to the Owner.3.10.15.2 No tires 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 atl 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 welt barricaded and properly lighted at night. 3.10.15.4 Tha CMAR shalt develop and implement a Project Safely 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 vloladons and actions taken to protect the safety of parsons 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 Tha 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 taws 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 io Occupational Safety and Health Standards for the Construction Industry. 3.10.15.8 As part of the Project Safety Program the CMAR agrees io implement a Public Hazard Control Plan conforming to the standards set forth in ANSI A10.34-2005R. The Public Hazard Control Plan shalt be submitted to the Ownerfor review and approval before construction begins on the Project 3.10.15.9 The CMAR shall designate a responsible member of fts 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 Gontractor's onsite safety officer. 3.10.15.10 In the event of emergency affecting the safety of life, the protectkan 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 tie determined as provided for under Article 7 herein. 3.10.15.1 t 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 Protect Designer in writing. The Owner or Project property owner if different from the Owner sha{i 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 ail 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, Chapfer 4, Sedimentation Control, Subchapters 4A, 4B and 4C, as amended {15 N.C.A.C. 4A, 4B and 4C). 3.11 Posi Construction Phase The CMAR shall provide the following ongoing services in connection with Finai Completion of the Work by the Contractors: 3.11.1 Record Documents The CMAR shall coordinate and expedite submittals of information from the Contractors for preparation of record Drawings and Specifications, and shall coordinate and expedite the transmittal of such record documents to the Owner. 3.11.2 Organize and Index Operations and Maintenance Materials Prior to final completion of the Protect 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 Occuoanc~Permit The CMAR shall assist the Owner and Designer in obtaining an occupancy permit by accompanying governmental officials during inspections of the Project, preparing and submitling documentation to govemmentai agencies and coordinating final testing and other activities. 3.11.4 Occupancy Plan The CMAR, in consultation with the Owner, the Designer and appropriate regulatory agencies, shall prepare an Occupancy Plan far the Project. This plan shall tae provided to the Owner ai least thirty days prior to 5ubstantiai 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 tae ahticipated, 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 ar determination of the accuracy of existing drawings or other information furnished by the Owner are required and are not Additional Services; 3.12.2 Services related to procurement, storage, maintenance and installation of Owner-furnished equipment, materials, supplies and furnishings are Additional Services; provided, however, that coordination and scheduling of the procurement, storage, maintenance and installation of Owner-furnished 15 equipment, materials, supplies and fumishings 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 ocher utilization of the Project are Addiilonai Services; 3.12.4 Warranty inspections during the warcanty period of the Project an; 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 informakion 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 khe contract for moving activities in conjunction vrith the move-in for the Project and providing on- site personnel to oversee the relocation of furniture and equipment by the movers white actual move-in is in progress are Additional Services; provided, however, that coordination of the Work of the Contractors with move-in by the Owner in accordance with the Master Schedule is required and is not an Additional Service. ARTICLE 4 TIME FOR PERFORMANCE 4.1 Duration The commencement date for the CMAR's Services shall be the date of execution of this Agreement by the Owner as staled 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 shah 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 complefwn and final completion of the Project shall also be taxed. At that time the CMAR represents that the Masser Schedule has been reviewed in detail, that the Contractors participated in its preparation, that ail of the activities which impact, limit, or otherwise affect the time of completion of the Work are shown in the Master Schedule and that ail of the activities of others which impact, limit, or otherwise affect the start, duration, or completion of the CMAR's activities are also shown. The CMAR further represents that the CMAR can and will campiete each activity vrithin 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 cornpietion of the Work prior to any established completion date, no liability of the Owner to the CMAR for any failure of the CMAR io 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 shalt, 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 accardingiy; 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 Ear1y Start jiVot used.] 4.6 eco e 16 Should the CMAR tail to start a critical activity on the start dale shown In the Master Schedule or as ft 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 Priae 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 shalt cooperate with such monitoring and provide any and all information with respect to the progress of the Work and scheduiing 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 last with respect to any activity, and shall Furnish copies thereof to the Owner and Designer, 4.9 Withholding Payment from CMAR Should any monthly revision of any Master Schedule show that the CMAR is behind on any critical activity, the late completion of which could delay Substantial Completion of the Work, the Owner shall be entitled to withhold from the next Progress Payment due the CMAR an amount not exceeding the amount the Owner would be entitled to in Liquidated Damages, should Substantial Completion be delayed by the same number'of days that the CMAR , is currently behind schedule. if, subsequently, the Project progress, as shown by any succeeding monthly revision to the Master Schedule, is such that the anticipated delay no longer exists, the Owner shall pay with the Progress Payment next due to the CMAR such amounts as have been withheld in accordance with this paragraph. 4.10 Work by Owner If the CMAR, within a period of five (5) days after notice that it is behind in a critical activity or is otherwise in default under this Agreement, shall not proceed in good faith and with reasonable speed to correct such delay or default in accordance wish such notice, the Owner shall have full power and authority to take the prosecution of the Work out of the hands of ttre CMAR, to appropriate or use eny 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, rant 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. Ail costs incurred by the Owner in taking any such action shall be charged to the CMAR and deducted from any amounts due under the Agreement. 4.11 Force Majeure The CMAR may be entitled to an extension of the time for completion (but no increase in the Guaranteed Maximum Price except as described in this Paragraph 4.11) for delays arising from unforeseen causes beyond the contra) and without the fault or negligence of the Owner, the CMAR or the CMAR's Contractors as follows: 4.11.1 Acts of Gad, tornado, ftre, 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 124 day period. 4.12 NaUce The CMAR and the Contractors shalt 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 ail delays, except excessive inclement weather which shall be made in accordance with paragraph 4.13. Alt 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 shad provide the following infonnaUon: 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 actvities created by the delay and their relationship with existing activities; 4.12.4 identification of person(s) or organizafion(s} or events(s} responsible for the delay; 4.42.5 Anticipated extent of the delay, and 4.12.6 Recommended action to avoid or minimize the delay. 4.13 Weather Delays On any day that the CMAR considers that the Project is delayed by adverse weather conditions, the CMAR shall identify in writing to the designer and the Owner the adverse weather conditions affecting each activity, the speck 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 lima for performance of this Contract includes an allowance for a number of calendar days which may not be suitable for cgnstruction 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 5chedute. 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 far extension of time to the Designer. Such a request for time extension of the Contract Time shall be submitted by the tenth (14th} day of the month following that month in which the adverse weather is encguntered. The request shall include, but is not limited to, the following information: 4.13.1 Detailed description of weather's effect on scheduled activities and its net effect on the critical path of the Project, and 4.13.2 Weather records from the official weather station nearest the Project site and records of actual observation as contained in daily reports, correspondence, or other contemporaneously prepared documentation. 4.14 Damages for Delay The CMAR shall not be entitled to any adjustment in the Guaranteed Maximum Pdce 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 llouldated Damages 18 The CMAR specifically recognizes that a delay by the CMAR in achieving the Substan6ai Completion of the Project will necessarily cause damages, tosses, 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 facitfties, and inefficiency and loss of productivity, and that such damages, losses, and expenses may not be readily identifiable or ascertainable at the lime they are Incurred or ai 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,OD0) 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 Protect. 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 Chanaes 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 entite 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 Chanaes in the CMAR's Services Changes in the GMAR's Services may be directed by the Qwner in writing, and if so directed io provide different or additional Services the CMAR shall comply with the directions of the Owner. Additional compensation shall be sallied by a written amendment to this Agreement executed by the Owner and the CMAR. If possible, the amendment shall be executed by the Owner and CMAR prior to the CMAR perforrning 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 flue (5) days after changes to the scope of the Protect 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 Fes unless and un61 it is finaify determined at the completion of the Project chat the approved Cost of the Work exceeds one hundred and five percent (1D5%) 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 shalt be entitled to an increase in the Fixed Fae 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 GMAR'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 SpeGfications 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 shalt 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 fi.1 Program The Owner shaft 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 fumish the insurance that the Owner has agreed to furriish 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 infornaton 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 Qwner shall retain a Designer whose services, duties and responsibilities shalt 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 8udaet 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 dght to contract separately with other entities to complete portions of the Work of the Project, or to deploy its awn employees to complete portions of the Work. If the Owner contracts separately with any other parties, the Owner shall cause alt 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 nonce 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 io dispute resolution in accordance with the dispute resolution provisions in Appendix A. fi.9 Copies of Drawings and Specifications The CMAR shall estimate the reasonable number of copies of interim and final drawings, spedfications and Contract Documents required by the CMAR, and shall obtain such copies from the Designer ai 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 shat) 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, shalt communicate with the Contractors only through the CMAR. 6.13 Copies of Notices and Communication The Owner shalt send to the CMAR and shall require the Designer to send the CMAR oopies 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 paint of contact and to act in the Owner's behalf with respect io 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 Protect might require authorization by the County Commissioners and execution by the County Manager in addition to the Owner's project representative. 6.15 eaymeni to CMAR [Not used.] ARTICLE T 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 io modificafron only as defined in Ibis Agreement, 7.1.1 Guaranteed Maximum Price Proposal The Guaranteed Maximum Price shall 6e provided by the CMAR when requested by the Owner, but in no event before the completion of one hundred percent of schematic design documents far 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 pennit6ng, 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 Protect shall be between the CMAR and Contractors. The CMAR shall request and receive bids for each contract and shall advise the Owner with respect io award of a contract to the lowest responsive and responsible bidder. Tha 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 5pecif~caUons developed by the Designer shall be performed by Contractors, except as speciflcaily provided in this paragraph. The CMAR may perform a portion of the Work only if (i) bidding produces no responsible, responsive bidder for that portion of the Work, no responsive, responsible bidder wilt 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 io perform the Work, including direct labor costs wish reasonable burden, actual material costs, actual equipment costs, and actual subcontract payments, without markup for avefiead or profit. Any other direct costs of the Work performed by the CMAR will only be paid ff approved by the Owner in advance of performing the Work. 7.1.5 Elements of the Guaranteed Maximum Price The Guaranteed Maximum Price shalt include the total Cost of the Work, including the CMAR Fee for Services, the 21 reimbursable costs for General Conditions provided by the CMAR, 'rf any, and the CMAR Contingency, if any, all as defined herein. The Guaranteed Maximum Price inGudes 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.fi Sales and Use Taxos The Guaranteed Maximum Price shall include those sales and use taxes applicable to the Project that are legalty enacted at the Ume 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 io the CMAR other than General Conditions and Fixed Fee costs for payment to all separate Contractors, suppliers and equipment lessors for ail 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 shalt be for the benefit of the Project and the Owner. Trade discounts, rebates, refunds, and amounts received from sales of surplus ar 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 wish 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 Atl 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 chat 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 specfications. in those instances in which the Drawings and Specifications era not fully developed at the time the Guaranteed Maximum Price is established, the CMAR shall exercise reasonable care and judgment to determine the intent of the design and shall calculate the Guaranteed Maximum Price on the basis of the quality of construction, materials, and finishes that can be reasonably inferred from the design documents or other specified sources. The CMAR shall determine unit prices and the Cost of the Work and shall make those reasonable assumptions regarding the project scope and the quality of the intended construction as may be necessary to fully document the Guaranteed Maximum Price. 7.3.1 Changes Eo 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 Spec cations, 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 8y 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 Di~eciive to Proceed in the event the CMAR and the Owner cannot agree chat 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'rf necessary. 7.3.3 Unit Prices If unit prices are utilized in the Guaranteed Maximum Price, the Guaranteed Maximum Price Proposal shat) document the estimates on which the unit prices are based. if the CMAR later determines that the quantidies on which unit prices are based will vary from the quantities utilized by the CMAR to fns 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 5houtd the CMAR encounter unforeseen conditions at the Project site materially differing from those shown on the Drawings or indicated in the Specfications or differing materially from those ordinarily encountered and generally recognized as inherent in worts of the character provided for in this Agreement, the CMAR shall immediately, and in no event more than five (5) days later, give native to the Owner of such conditions before they are disturbed. The Owner and the Designer shall thereupon promplly investigate the conditions and if they find that they materially differ from those shown on the Drawings or indicated in the Specifications, they shalE 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 far 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 bean reasonably determined from any reports, surveys, and analyses made available for the CMAR's review or that could have been discovered by the CMAR through the performance of its obligations pursuant to the Contract Documents. 7.3.5 Minor Changes The Designer shall have the authority to order minor changes in the Project consistent with the intent of the Drawings and Specifications and not involving an adjustment in the Guaranteed Maximum Price or change of the construction completion date. Such changes may be affected by written order only. 7.4 Fixed Fee and General Conditions Costs The Owner shall compensate the CMAR for the CMAR's Fixed Fee and reimbursable General Conditions Costs in accordance with the terms and conditions of this Agreement as specifically as follows: 7.4.1 Fixed Fees The Fixed Feas 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 io the cost of serv(ces rendered not to exceed $6,500.00; and, for the construction and post-construction phases, a fee equal to eight percent (8%) of the Cosi of the Work set forth in the original agreed Guaranteed Maximum Price. In the event the original agreed Guaranteed Maximum Price is adjusted between the time it is fixed and the end of the 23 Project, the Fixed Fee shall be adjusted in accordance with Paragraph 5.1.2.1 of this Agreement. 7.4.2 General Conditions General Conditions Costs shall include the categories of costs described as General Conditions Costs in the Listing of Cost Elements contained in Appendix B. Within thirty (30) days after execution of this Agreement, the CMAR shall present a General Conditions cost proposal, induding its itemization of estimated General Conditions costs and a cash flow schedule for payments of General Conditions costs over the duration of the Project. At the time the Guaranteed Maximum Price is faced, General Conditions Costs to be induded in the Guaranteed Maximum Price shall be fixed as a lump sum, based on fine item estimates in a tabulation with cost elements at least as detailed as the cost elements in Appendix B. The following guidelines shall apply when calculating the lump sum for General Conditions: 7,4.2.1 Unless a schedule of personnel rates are agreed to in writing in an amendment io the Agreement, field personnel costs may be reimbursed at direct personnel expenses(empioyee costs (direct salary) plus all customary payroll benefits [ncluding but not limited to FICA, SUTA, FUTA, 401 K, vacation leave, sick leave, holidays, jury duty leave and bereavement leave] with no employee overhead mark up. The on-site field staff is limited to full time staff which includes the project manager, project engineer, field engineer, superintendent(s) actually famishing services to the Project, and field clerical staff, as amended from time to time by agreement of the parties. Other CMAR positions will be deemed included In the CMAR Fixed Fee; 7.4.2.2 Independent engineers, architects and other consultants employed by the CMAR and deemed necessary by the Owner at the reasonable prevailing hourly rates for such services. Any consultants employed by the CMAR for the Project muss be approved in advance by the Owner prior to performing work. 7.4.2.3 Travel Expenses: Ail travel, by any conveyance, required for the Projed, outside of Orange County. 7.4.2.4 Temporary FaciltGes: Field office(s) wish telephone service and high- speed tntemet connections and field offiice computers, as needed, for Project tracking purposes. All software for use on computers (accounting, tracking, scheduling, word processing, AutoCAD, Project management etc.}, otherwise shall be included in General Conditions. Field office temporary electric, heating, water, sanitation, and electronic equipment maintenance and field office operation costs, e.g., stationary, postage, etc., shall be incurred judiciously. Generai.Conditions shall include maintenance of an appropriate shipping and receiving system. 7.4.2.5 PlanslSurveyslPermitstfesting: Reproduction of Construction Documents as needed by the CMAR and approved in advance by the Owner. Surveyor's services {site layout, etc.), as required. Apply for and take delivery of all required permits (fee for permits to be paid directly by Owner unless otherwise directed by the Owner). 7.4.2.6 Safety/Cleanup: Establish and maintain an on-site safety program throughout the construction phases. (Note: The cost of home office safety personnel is included in the CMAR Fee.) Install and maintain temporary facilities, as required: safety barricades, partitions, ladders, stairs, site fencing, signage, first aid, Vaffic control devices, etc. Provide daily site clean up, trash collection, and removal. Provide and maintain site security throughout Project construction phases. Provide site snow removal, as may be required throughout Project construction phases. 7.4.2.7 General: Provide temporary weather and dust protection {that which must practically remain outside of contracts) as may be required during construction phases. Provide field personnel pagers, and two-way radio throughout the construction phases, as applicable. Include travel expenses for field personnel related to off-site equipmenttmatedais. survey and inspections. 7.4.2.8 insurencel8ond: Provide 100% Performance and Payment Bonds. Provide liability insurance and provide builder's risk insurance policy in the amount of the Guaranteed Maximum Pdce unless directed otherwise by Owner in accordance with an OCiP. 7.4.2.9 Close-OutlDa-Mobilization: Provide final sitelfaoility clean up. Provide final release of dens for alt contracts. Provide sets of all Contractor as-built drawings to the Owner and Designer; one set will be used by the Designer to prepare as- builtdrawings. 7.4.3 Construction Manager's Accounting Records 24 Records for the Cost of the Work, the CMAR's personnel expenses, independent engineer's fees, other consultant's fees and direct expenses pertaining to the Project shall be maintained on the basis of generally accepted accounting practices and shall be available for inspection by the Owner and the Designer at mutually convenient times throughout the duration of the Project and for a period of three years after completion of the CMAR's Services. 7.4.4 Pa r~nents Payments to the CMAR shall be made monthly. The CMAR shall submft an Application for Payment, acceptable to the Owner and the Designer, no later than the twenty fifth of each month. The Owner shall make payment as required by the accepted application no later than the twentieth of the following month as follows: 7.4.4.1 Seventy five percent (75%) of the Fixed Fee shall be paid monthly in amounts prorated equally over the duration of the CMAR's Services. The duration shall be as set out in Article 4. The remaining twenty five percent (25%} of the Fixed Fee shall be payable in full upon final completion of the Project. 7.4.4.2 Payment of Genera) Conditians costs shall be based on the cash flow schedule of payments prepared by the CMAR and submitted with the General Conditions cost proposal, which shall be converted to a fixed schedule of payments when the Guaranteed Maximum Price is fixed. 7.4.4.3 Payment of the actual verifiable Cost of the Work completed to date and not previously invoiced and paid, less retainage withheld from the Contractors. Except with 4he Owner's prior approval, payments allocated to the CMAR and the ConUactors shall be subject to a retention of ten (10%). Whenever any Contractor completes its Work on or before a target date mutually agreed upon by the Owner, Designer and the CMAR, and the Designer and Owner agree the Work is satisfactorily completed, the Owner may reduce the amount of retainage on that Contractor by fifty percent (50%) for the remainder of the Project. 7.4.4.4 Payments due to the CMAR that remain unpaid for more than thirty (30) days from the date of receipt by the Owner and the Designer of the CMAR's acceptable invoice shalt bear interest at the statutory rate. ARTICLE 8 INSURANCE AND INDEMNfI'Y 8.1 CMAR Liability Insurance The CMAR shall purchase and maintain insurance that shall protect the CMAR from the claims set forth below that may arise out of or result from the CMAR's performance of services pursuant to this Agreement: Claims under Workers' Compensation, disability benefits and other similar employee benefits acts that are applicable to the Work performed; Claims for damages because of bodily Injury, occupational sickness or disease or death of CMAR's employees under applicable employer's liability law; Claims for damages because of bodily injury or death of any person other than CMAR's employees; Claims for damages insured by usual personal injury liability coverage that are sustained by any person as a result of an offense directly related to the employment of such person by the CMAR or by any other person; Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, induding loss or use therefrom; Claims for damages because of bodily Injury or death of any person or property damage arising out of ownership, maintenance or use of any molar vehicle; and Claims for professional liability against any design professional engaged by the CMAR or the Contractors as required by the Contract Documents for fabrication or installation of components of the Project The CMAR shall include similar requirements in all Contracts for Contractors, with limits and coverage terms acceptable to the Owner. 8.1.1 Coverage Limits Workers Compensation shall be maintained with at least the minimum statutory limits. The CMAR's commercial generat 25 and molar vehiGe liability insurance shall be written for not less than the following limits of liability: a. Commercial General Liability 1. $2,000,000 Bodily Injury and Property Damage for each occurrence 2. $4,000,000 Products/Completed Operations Aggregate 3. $4,000,000 General Aggregate Coverage shall include, but not be limited io, the following supplementary coverages: 1. Contractual Liability to cover liability assumed under the agreement 2. Product and Gompleted 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 °occun-ence° basis, as distinguished from a "claims made' basis. 6. Completed Operations extended five years after flnai payment 7. For contractors with design responsibility, endorsement CG22 80 and DIC for contractors' professional is requested b. Commercial Motor Vehicle Liability 1. Minimum Combined Single limit that shall not be less than $1,000,000 per occurrence 2. Commercial Automobile Liability insurance to cover all vehicles owned by, hired by, or used on behalf of the Contractor c. ExcesslUmbrella Liability 1. $5 Million per Occurrence 2. $5 Million Aggregate 8.1.2 Poii e 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 Pro]ecl is located shall be a named insured on all commercial general liability policies and excesslumbrella liability policies submitted to comply with this Article. Commercial general liability and excess liabi#ity policies shall be endorsed with a schedule of underying liability policies required and obtained from the Contractors. Coverage under the CMAR commercial liability policies shall not be limited by any language in the contracts with the Contractors making the Contractors liable for losses in excess of the limits of coverage provided by the Contractors. 8.1.3 Professional Liability Policies Subject to section a.7 of Paragraph 8.1.1, policies for professional liability may be provided by the CMAR or by Contractars 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 intq 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 chat 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 flied with the Owner contemporaneously with execution of this Agreement or any relevant Contractor conVact 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 Proaerty Insurance [Not used.] 8.2.3 Partial Occupancy: 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. 6.2.4 Notices and Recovery If requested by the Owner, the CMAR shall provide the Owner with copies of all policies thus obtained for (he Project. The CMAR shall provide the Owner wish thirty (30} days advance notice of cancellation, non-renewal or endorsement reducing or restricting coverage. 8.2.5 Waiver of Subrogation Tha 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 builders 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 appty 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 ilia Designer}, officers, directors and partners from and against any and ail 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 oilier 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 taws 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 tndemnifcation 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 Qwner under Paragraph $.3. 8.3.2 indemnificafion by Contractors The CMAR shall cause each Contractor to indemnify and hold harmless the Owner, CMAR and Designer from and against any and ail 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 Bo~_ds 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 io the CMAR. In the event of tem7ination pursuant to Paragraph 9.1, the CMAR shall either cancel or assign to the Owner ail contracts with Contractors and other suppliers at the option of the Owner. The CMAR shall be paid for the Cost of the Work performed >n the date of termination, plus reasonable termination expenses payable to Contractors under their 27 respective contracts, which shall each contain a termination far 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 GMAR shall be paid ail of its allowable General Conditions costs to the date of termination, including alt termination expenses. Termination expenses are defined as those expenses arising prior, during and subsequent fo 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 Fea 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 data of termination; provided, however, that if it reasonably appears that the General Conditions costs being incurred by the GMAR 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 6y 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 ibis 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 shalt not carry on the Work in an acceptable manner, Terrninatlon under this Paragraph 8.2 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. tf the grounds for termination stated In the written notice are removed or cured within froe 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 Assionment of Contracts In the event of termination pursuant to Paragraph 9.2, ail construction and supply contracts between the CMAR and ail Contractors and other suppliers far 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 pr 9.2, the CMAR agrees io: deliver to the Owner alt Protect as-built records, operating manuals, warranties and other Project information generated to date; deliver fo the Owner copies of all shop drawings and ocher submittals received to date; convey to the Owner or its designees title to ail materials, supplies, partially or wholly fabricated parts and components, and any other property acquired 6y 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 ail or any part of the CMAR's services for the Pro}ect for the convenience of the Owner or for work stoppage beyond the control of the Owner or the CMAR. if the performance of alt 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 evens 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 th 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 Projector new persons assigned to the Project. 9.4.3 Protracted Suspension If the Project is suspended by the Owner for more than one hundred twenty (120) consecutive days, the CMAR shall have the option of requiring that the Guaranteed Maximum Price be renegotiated. Subject to the provisions of this Agreement relating to terminaton, a delay or suspension of the Project does not void this Agreement. 9.4.4 Additional Compensation to Contractors The CMAR shall include provisions in its contracts with Contractors substantially the same as this Paragraph 9.4, allowing for suspension of the Project by the Owner, and providing that suspension shall not be grounds for termination of the contracts except on the terms set forth in this Agreement. if the Owner suspends the Project for reasons other than default by the CMAR or any of its Contractors, the Guaranteed Maximum Price will be adjusted by an amount sufficient to reimburse the reasonable and provable expenses incurred by the Contractors as a result of the suspension. In no event wilt 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 alt 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 .lustice 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 Agroement 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 specificatly 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 taw. 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 wish governmental bodies having Jurisdiction over the design or construction of the Project. 11.2 Sions 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, shalt 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 addltion 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 shalt not be unreasonably withheld. Such signs may bear the name of the GMAR 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 Litnitation and Assionment 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 subconUactors as the CMAR may deem appropriate to assist in performance of the services and of the Wark hereunder in accordance with ibis Agreement. 11.4 jv[inority Business Enterprise Prooram The CMAR shalt at all times comply with the latest edition of the Orange County Minority Business Enterprise Policy. Ail 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, elther 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 Severability If any provision of this Agreement is held as a matter of taw 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 no@ce, it shall tie deemed io 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 ar 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 81 ei Hillsborough, North Carolina 27278 To the CMAR: Resolute Building Company Attn: iGm Vrana, Vice President PO.Box 3656 Chapel Hill, North Carolina 27515 11.9 Bonds In accordance with N.C. Gen. Slat. §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 bylaw and by the Owner. in arxordance with N.G. Gen. Slat. §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 alt labor and material costs or claims in connection with compliance with the Contract, in such form as may be required bylaw 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 atkomey 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 twnds shall name additional obligees to include any tender 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 inGude 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 Ownershia 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 ether than bidding, perm(tting 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, spec cations, 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 Budoet 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 Contnoency 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 casts 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 Constructlon Contract Price Savings and Overruns The CMAR shall as part of cost control under its Basic Services report the adjusted final actual price of each item or division of the Work the price of which was based on estimated quanfdies, 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 Pace, as determined in accordance with the terms of this Agreement, the amount indicated in the Guaranteed Maximum Price for the cost of such item shall be reduced by an amount equal to the difference between the fleet 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 teens 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 C ange of Contractor Ordered by Owner ff 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 6ccess of Guaranteed Maximum Price In the event that the sum of the Cost of the Work exceeds the Guaranteed Maximum Pdce and any adjustments therein as may 6e due pursuant to the terms hereof, the CMAR shalt continue to perform at no additional cost to the Owner until the Project, defined by this Agreement and all Attachments hen:to, 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 Ghapei Hlii, NC 27515 By: Title: (President) (Manager) Attest By: Title: (Secretary) (Manager) (Witness) OWNER: ORANGE COUNTY P. O. Box 8181 Hiifsborough, N.G. 27278 By: Chair Orange County Board of Commissioners Attest: Donna 5. Baker Clerk to the Board This instrument has been pre-audited in the manner required by the local Government Budget and Fiscal Control Act Orange County Finance Officer This instrument Is approved as to Form. Orange County Attorney 32 F:tLisaVom~sl0range County Agent for Construction Mg form rev by GEG 91207.COc 33 1 ORANGE COUNTY GENERAL. CONQ{TIONS OFTNE CONTRACT FOR CONSTRUCTION -- NORTH CONSTRUCTtOH MANAGER A'C RISK. CARCi1.1NA Table of Contents Articte 1. 1JetinEtians ..................................................................................................................................pag3 Ar#icte 2. Gorre-ation, Interpretation and Intent of Contract Dacuments ......................................................... 6 Articte 3. Fam'sliarity with Work, Conditions and I..aws .................................................................................... 7 Articte 4. Bonds ......................................._.................._............._.._.........................................,..................,...... B Article 5. insurance and Indemnity ................................................................................................................: 8 Article 6. Other Record Documents and Submittats ..............................................................:......................16 Article 7_ Contractor ...................................................................................................................................... 77 Article $, Owner ...................................................................................................................... .....,.,.....-...24 Articte 9. Construction Manager ...................................................,......._........ ...,.............--- •---..........24 Articte 10. Designer ........................................................................................................................................25 Articte 11. Testing and Surveytng ..................................................................................................................25 Articte 12. Separate Cantracts .......................................................................................................................25 Articte 13. Confrack7ime .. .........................................................................................................................26 Article 14. Changes in the Work ....................................................................................................,.............._..25 Articte 15. Ghange of the Contract Price ......................................................................................................... 3Q Article 16. Unforeseen Conrtitians ...................».............._..._........_..............................,...................................32 Arficie 17. Correction of Work before Fina( Payment ..............................,......»..........................._...................32 Article 1 B. Correction of Work after Substantial Campietion; Warranties and Guaranties .............................33 Ar#icie 19. CMAR's Right to Do Work .............................................................................................................. 34 Article 20. Partial Payments ..............................~........... .............---.............-...,...._...................................... 34 ArficEe 21. PEnat Payment ............................................................................................................................... 3S Articte 22. Contractor, Subcontractor and Supplier Affsdavit ...........................................................................3T Articte 23. Assignments and Subcantracts ........................................................................................__...........38 GENERAL CONDITEONS FOR GM AT RISK PROJECT 1 of 42 JUNE 2t)t)T EDETION :~ Article z4. Measurements ....................................... ....................................................................................38 Article 25. Contractor and Subcontractor Relationships .................................................................•....._......... 38 Article 26. Use of Premises ...........................................................................................................»................39 Article 27. Cutting, patching and Fitting .....................»......................................................................;............39 Article 28. bispute Resalution ................... ...................................................................................... ...........38 Article 28. Taxes ..................................................:... ...................................................................................38 Article 30. Operation of Owner's Facilitles ............. .........................................................................................40 Article 3'1. Third Party Senettclary Glause ...............................................................................................•--....40 Article 32. Measurement of Quant%ties........... .................................................................................................40 Article 33. Termination by the CMAR for Cause ............... .........................................................................4d Article 34. Termination or Suspension by the CMAR for Canvenience .......................................................... 4'I Article 35. Minority Business Enterprise Program ........................................................................................... 42 Article 38. General ...........................................................................................................................................42 GENERAL COND1TlONS FOR CM AT RISK PROJEt;T 2 of 42 JUNE 2007 EIIlT10N ARTlC~E 1. DEFINlTi4N5 1.1 Agreement - The Construction • Agreement, these General Conditions, and any Supplementary Conditions. 1.2 AfA -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 oaeupied by the Ownerfar its intended purpose, upon achievement of Substantial Compie#ion, as defined iri paragraph 1.39 of these General Conditions. 1,5 Change Order - A written order to the Contractor signed by the GMAR, the Owner and the Designer authorizing an addition, deletion, or revis[on In the Wark andlor an adjustment in the Contract Price andlor the Contract Time issued after execution of the Gonstructlan Agreement. See paragraph 14.1 of these General Conditions. 1.8 Completion Dates -Those dates identified as the Contractor's Completion Dates in the Contractor's Construction Schedule, the Master Schedule, or elsewhere in the Contract Documents. 1.7 Construction Agreement -The document executed by the Contractor and the CMAR to formally mernariatize their consent ka the terms of the Agreement. 1.8 Construction Change Directive - A written order to the Contractor signed by the CMAR, the Owner and the Designer directing an addition, deletion, or revision in the Work after execution ofi the Construction Agreement, in circumstances when the parties have been unable •fo agree on ari adjustment to the Contract Price or the Contract Time, but the CMAR directs that the Contractor proceed with said Work subject to adjustment of the Contract Price andlor Contract Time under the procedures described herein. 1.8 Construction Manages At Risk {CMAR} -The person or firm designated as the CMAR in the Contract Documents, or its authorized representatives. The agreement between the GMAR and the Owner is referred to herein as the CMAR Contract. 1.10 Contractor's Construction Schedule -That schedslle described 9n Article 13 hereof and identified as the Contractor's Construction Schedule. 1.11 Contract Documents - Afl of the documents that makeup the Agreement, plus the Drawings and 5pecifscations 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 ftom,.the Contract Documents far 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 Pro;ect wi14 be that time which is observed in Hillsborough, North Carolina, being Eastern Daylight Savings Time {EDT}, Eastern Standard Time {EST), or other as designated by the Designer. 1.14 contractor -The Contractor shall be that party identified as such In the Agreement. 1.15 Days -unless otherwise indicated, the tee rn "days" shall mean consecutive calendar days. GENERAL CONDiT10NS FOR GM AT R1SK PROJECT 3 of 42 Jt1NE 2007 ED1Ti01~t 1.1G Daylight Hours -The hours or 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 fheir authorized representatives. The Designer; as referred io herein, shat( mean architect, Eandscape architect, andlor engineer. They wit! 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 Ivcated and whenever issued, showing the des'sgn, location, and dimensions of the Work, and generally including plans. elevations, sections, details, schedules and diagrams. A list of the Drawings is contained to the Supplemental General Conditions. 1.19 f=ield Order - A written order issued by the Designer which ctarifes or interprets the Contract Documents or orders minor changes fn the Work in accordance with the Contract Documents. See paragraph 14.3 of these Genera( Conditions. 1.20 Final Completion -The po}nk at which the Contractor has, as determined by the Designer, completed the Work, with the exception of guaranty and warranty obligations, and becomes ent}tied, upon the recommendation of the CMAR and the Designer and determinakian by the Owner, to final payment. 1.21 The words "furnish," "furnish and install," "install," and "provide" or words with similar meanings shaiE be interpreted, unless otherwise stated, to mean furnish and install complete, in place and ready far 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 acfivity including alt design and construction activities. The Master Schedule shall be included in the bid documents presented to bidders. The Master Schedule shall be revised and updated to include key activities from the approved Gontractvr's Construction Schedule, 2s described in the Contract Documents, inciuding proposed stark 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, (B) 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 shall mean and include aI! written notices, demands, Enstructions, and claims approvals and disapprovals furnished by the CMAR, the Owner ar 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 Gontractor 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 shah be insufficient and ineffective as notice. Email ar other electronic delivery shat} be insufficient and ineffective as notice unless specifically allowed by the Supplementary Gonditions ar a Modifiicatian to the Agreement. Written notice shall be deemed to have been duty 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 representa#ive of such individuat, firm, or corporation, or on the date khat i# is mailed by registered or certified mail, return receipt requested, addressed to the Last business address of such individual, firm, or corporation known t4 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 shalt not be effective unless and until a written and signed receipt showing the date and time of delivery is obtained. GENERAL GONO}TIOt'aS FOR CM AT RISK PROJEGT 4 of 42 JUNE 2007 EDITION 1.25 Notice of Award -The written notice by the CMAR to the Contractor that the Contractor is the successful 13'rdder and that upon compliance with the conditions precedent to be fulfrtted by the Contractor within the time specified, the CMAR wilt execute and deliver the Agreement to fhe Contractor. 1.28 Notice to Proceed -See paragraph 13.3 of these General Conditions. 127 Owner -The Owner is the person designated as such in the Agreement. • i.28 Owner's Authorized Representative - A person, ar 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 an behalf of the Owner with authority and responsibility as herein specifed. 1.29 Project -The total construction of which the Work performed under the Contract Documents maybe the whole ar 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 shaft have the authority set forth in the fast sentence of paragraph 7.2_ 1.3t Request For Information (RFl) - A written cammunicat'san from the Contractor to the CMAR to be forwarded to khe Designer for any interpretation of, or information needed, required, ar desired under the Gontract Documents. The CMAR reserves the right to determine the reasonable format and contents required for a RFI. in any RFI, the Contractor shall state a reasonable date by which a response is necessary in order to avoid decay in progress of the Wark and shal4 make such request sufficiently in advance of such date as to avoid any such delay. Tire CMAR shall obtain a response in writing to the RFl by the date stated by -'~ the Contractor unless the CMAR cannof reasonably da so, fn which case fhe CMAR shalt prior to that date notify the Gontraetor of the date by which the GMAR can reasonably respond. The Contractor shall not be entitled to any additional time for fhe completion of the Work or any portion thereof by reason of the facture to timely respond to an RFl if the Contractor has not submit#ed the RFt sufficiently in advance to allow the CMAR and the Designer a reasonable time within which to respond. ~ • 1.32 Request for Payment -The form, in the form of AIA Document 6702 (latest edifton.) or ' other published document approved by the CMAR, which is to be used by the.Contractar in requesting progress payments and which is to include a Schedule of Values as required by the Contract Documents and an affidavit of the Gontractor that progress payments theretofore received from ttre CMAR on account of the Work have been applied by the Contractor to discharge in foil ail the Contractor's obligations incurred in connection with Work covered by all prior applications far payment. See paragraph 20.2 of these General Conditions. 1.33 Resident Superintendent -That person designated by fhe Contractor in accordance with paragraph 7.2 who has day-to-day responsibility for fhe prosecution of the Work and the obtaining of proper materials and equipment, and adequate tabor and who shall have the authority set forth in the last sentence of paragraph 7.2. t.34 Schedule of Values -Any breakdown of the Contract Prise which may be required by the Contract' Documents, and designated as such. See paragraph 20.1 of these General Conditions. 1.35 • Specifications -That portion of the Contract Documents consisting generally of the wr'stten requirements for rriateriats, equipment, construction systems, standards, and workmanship for fhe Work and performance of related services. . G1=NERAL CONDITiOniS FOR GMAT RESK PROJECT 5 of 42 JUKE 21)07 EDiT1ON 1.36 Subcontractor - A person, firm, or corporatlvn who has entered into a direct contract with the Contractor to perform any of the Work at the Project. 1.37 Submittal -Shop drawings, product data, samples, and ottter.documents required by the Contrast Dacuments to be submitted by the Contractor to the CMAR and the Designer. 1.38 Subm[#tat Register -See paragraph 132 of these General Conditions. -1.39 Substantial Completion -The point at which the Work, and Work by other Contractors on or in connection with the Project, as determined by the Designer, is suffic"sently complete in accordance with the Contrast Documents that it can be benefic(aIly occupied lay the Owner, - and the Wark can be utilized by the Owner for its intended use, and alt necessary permits and permiss[ons 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 Cornpletian being achieved. 1.40 Sub-subcontractor - A person or entity that has a direct or indirect contract with a Subcontractor to perform any of the Work at the Project. 1.41 Work -The construction and services required by the Contract Documents, including alt labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Gontractar's obligations. 1.42 All references in the Contract Dacuments to the masculine shall be interpreted as including the feminine or neuter and ail references In the Gontract Documents to the singular or the plural shall be interpreted as includ[ng the other, as may be appropriate in the reasonable interpretation of the Contract Documents. ARTICLE 2. GORREt_ATION, IiVTEF2PR~CTATtON AND INTENT OE CC>NTt;ACT pOCUMENTS 2--[ It is the intent of the Specifications and Drawings and oilier Contract Dacuments to describe a complete Project in accordance with the Contract Documents. 2.2 The Contrast Documents are complementary-, what is called for by one is as binding as if called for by alt, if the Contractor finds a conflict, error or discrepancy in the. Contract Documents, the Contractor shall not[fy the CMAR in writing before proceeding with the. Work affected thereby. [n resolving such conflicts, errors and discrepancies, the Gantract bocuments shall be given preference in the following order: Construction Agreement, Modifications, Addenda, Supplemental Conditions, General Conditions, Specifications, and Drawings. Figure dimensions on Draw[ngs shall govern over scale dimensions, and detailed Drawings shall govern over general Drawings. Any Work that may reasonably be inferred from the Contrac# Documents as being required #o produce the intended result shall be supplied whether or not it [s specifically called for. Work, materials or equipment described in words which, so applied, have a welt 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 ment[oned, but which are essential to produce a comple#e and properly operating instaltafran, ar useable structure ar plant providing the [ndicated function shall be furnished and instaAed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards,' Including material, style, finish, strength, class, 'weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the Designer before installation. This requ[rement is not intended to include major components not covered by ar Inferable from the Contract Documents. GENERAL CONDITIONS FOR CM AT RISK PROJECT 6 of 42 JUNE 2007 EDITION 2.4 The Wark ofi 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 all components of the Wark shall be installed or erected in accordance with the best practices of the pacficular trade. 2.5 The Contractor shall fully complete the Work and shall be responsible for all of the Work under the Gantract Documents to which the Construction Agreement applies. if the Contractor is prevented from doing so by any limitation of the Gon#ract Documents, the Contractor shall fmmediafeiy give notice thereof to the CMAR in writing before proceeding with the construction In the area where the problem or timitafson exists. 2.6 Standard specl€ications ar manufacturers' literature, when referenced, shalt be of the taiest 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 shalt submit to the CMAR within thirty (30} days after its receiving the Construction Agreement far signatures, any product that meets the express requirements of the Specifications; unless a Langer #ime is agreed to in the Master Schedule. Such Submittal shall Include manufacturer's data, test reports, performance data and cer#tficafions, samples, erection details, and other applicable information as required to permit determination by the Designer whether such proposed products are suitable. The Designer shall be the sole judge as to the suitability of any proposed product. The burden of proof 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 Infannation concerning the Wortc, because same of the " " ` "~ 'Work for which the Contractor will be responsible may be indicated on ar in documentation appiying~primarity to the Wark~of one ar more other separate prime contractors. No allowance will be made for the Contractor's failure fo become familiar with the complete set of Project Drawings and Specifications. 2.9 Contractor's requests for clarification or information shall clearly define the causets) of the Contractor's request and, as appropriate, shalt include the Contractor's interpretation and the Contractor's proposed solution. ARTtCLE 3. PAMtLtAR1TY WITH WORK, CONDITIOi~JS Al1t? LAWS 3.1 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 condittans at the Project site, and the character of equipment and facilities needed prior to and during prosecution of the Work. The Contractor is safisfred as io the character, quality and quant€ty of surface and subsurface materials or obstacles to be encountered Insofar as this information is reasonably asaer#ainable from inspection ofi the Project site, including alt exploratory work done by the Owner, as west as from information presented by the Contract >?ocuments, ar any other information made available to the Contractor prior to receipt of bids. Any failure by the Contractor to become acquainted with the available Information shall not relieve the Contractor from the responsibility far estimating properly the difficulty or cast of successfully performing the Work. _ 3.2 The Contractor shall be entitled to rely upon all information furnished to the Cantractar in writing by the CMAR with respect to the Project site and to make alE inferences from it that GENERAL CC)NQITIO?~S FOR CM AT RISK PROJECT 7 of 42 JUNE 20x7 ED1TEOlb would reasonably be made by a contractar 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 canfractor having knowledge and experience with similar work and, ff fhe CMAR-supplied Enformation is inadequate or insufficient in any respect, the Contractor shall be required to obtain independently such other information as a lcnawledgeabie and experienced contractar would prudently obtain in order to evaluate any such condition. 3.3 The Contractor specifically acknowledges familiarity with at1 Federal, State, and local laws, ordinances, rules, and regulations which may in any manner affect those engaged or employed In the Work, ar the materials ar equipment In or about the Work, ar in any way affect the conduct of the Work and agrees that the Contractor and the Con#ractor's employees, Subcontractors, and suppliers will, at all times, comply w[th same. if the Contractor shall discover any provisions in the Contract Documents which are contrary to ar 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 contractar shalt 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 alt costs which are a consequence of such performance. 3.4 At times selected by fhe 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. t34NiyS 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 Gantractor~fo guarantee the faithful performance of the Work in compliance with the Contract Documents, in such form as maybe required by law and by the Owner. if required, the band shall be dated the same data as~ the Construction Agreement and must be accompanied by a current copy ofi khe power of atEorney for the attamey-ln-fact executing such bond on behalf of a surety company licensed to do business in the state of North Carolina. 4.2 R payment bond in the full amount of the Contract Price, and subject to changes In the Contract Price, may tie required of fhe contractar to guarantee the payment of all labor and material casts or claims 'sn connection with compliance with the Contract. if required, the payment band shall be in such form as may be required by law and by the Owner. Sold band shall be dated and executed in the same manner as the performance band in paragraph 4.1'. ARTICLE 5. INSURANCE At~lD tNDEIVlNEi'Y 5.1 CONTRACTOR PROVIDED tl~1SURANCE The Contractor shall, without limiting its obligations or liabilities, procure, pay far and maintain such insurance as is required by law and as is requked by the Agreement to protect the Contractor, the CMAR, the Owner, the Designer and any lender of the Owner when the loan to fhe Owner is secured by the property on which the Project is located from claims for damages for bodily injury, including death, and from claims for property damage which may arise from the Contractor`s or its representatives', consultants', Subcontractors', agenEs', ar employees' operations under this Agreement. Such insurance shall be of the kinds and have limits of liability and coverages not Less than the minimum limits hereinafter specified ar required by law, whichever is granter. The CMAR makes no representation as to the adequacy ar sufficiency of such coverages. The following requirements shall in na GENERAL CONDITIONS FOR CM AT RESK PROJECT 13 of 42 ,TUNE 2007 irD1T10N way 6e construed to limit or eliminate the liability of the Contractor, which arises from performance of Work under the Agreement. Ttte 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 GMAR, authorized to do such business in the State•oF IJorkh Carolina, and on terms approved by the CMAR. insurance companies utilized shad have a minimum rating of A- and Class Vli as evaluated by the mast current A.M. Best Rating Guide. if the insurer has a Best Rating less Phan A- and Ciass Vit, the Contractor must receive specific written approval from the CMAR prior to proceeding with any Work under the Agreement. Ali agents and brokers shall hold valid licenses from • the State of :North Carolina. The_ Contractor shall famish to the GMAR 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 wifh certified copies of the insurance policies required by this Article, 'snciuding without (imitation declaration pages, conditions, exclusions and endorsements, and confirmation that each policy premium has been paid for fhe required farm of this Agreement. Certificates of insurance shalt be signed by a person authorized by that insurer to bind coverage an its behalf. Att insurance policies shaft provide, as evidenced by Certificates of insurance, that the insurance shall not be canceled, reduced, restricted, or changed in any way without at least thirty (3t2) days prior 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 (3t}) days, the insurer shall mail thirty (30} days prior written notice to named certificate holder:' !n 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 Ovvrier, 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 shaii pay or reimburse the cost of the premium in respect thereof. It is expressly provided, however, that any acfion ar Enaction on the part of the CMAR in this respect shalt in no way change or reduce the Contractor's responsibilities and iiabiii6es under this Agreement. ~ Self-funded, policy fronting. or other non-r'~sk transfer insurance mechanisms are not acceptable without prior written approval of the GMAR. Full disclosure of such a prograrsi must be made prior to commencing mobilization fa the Project sife. Failure to make a fup disclosure constitutes a material breach of the Agreement, justifying terminafion for default. The Contractor shalt name the CMAR, the Owner, the .Designer and their respective consultants as additional insureds under all its insurance contracts (except workers' compensation} with respect to and including without tim(tatian liability arising out of activities performed by ar on behalf of the Contractor, products and completed operations of the. Contractor, and automobiles awned, hired, leased, or borrowed by the Contractor. The coverage shaft contain no special lirnitativns on the scope of protection afforded to additional insureds. For any claims related to this Project, the Contractor's insurance or selfansurance shall be primary and noncontributory with respect to the GMAR, Owner or Designer 'snsurance. Any insurance or self-insurance maintained by the CMAR, the Owner or the Designer shaii be excess and noncontributory with respect to the Contractor's insurance. AI! policies- of insurance except as noted in paragraph 5.2 shall contain a clause waiving rights of subrogation against the CMAR, the Owner and fhe Designer, unless the CMAR approves otherwise in writing. GENIlRAL CONDtTiO1VS FOR CM AT RISK PROJECT 9 of 42 JUNE 2l)t37 EDtTIOt~I Limits of coverage are not to be amended by deductible clauses of any nature without the express written cartsent of the CMAR. The Contractor shall be soleljl responsible for any deductible assumptions that may exist in any Insurance policies required under this Agreement. In addition, the Contractor shalt be responsible and shalt not be reimbursed for any tosses arising from any risk or exposure not insured as required herein, or not covered as a result of a normal policy exclusion or that fails within the self Insured retention, if Contractor is self insured. The Contractor's insurance shalt apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. The daim provisions in fhe Contractor's insurance policies must specifically state the insurance company or Contractor's thud party administrator, if self insured, has bath the right and duty to adjust a claim and provide defense. The paficies shall 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, parkners, officers, directors, or employees of fhe insured, the premises owner, real estate manager. or the insured's Subcontractor, ar any family relative of such persons. if fie policies contain any warranty stating that coverage is null and void {or wards to that effect} if the Contractor does not comply with the most stringent regulations governing fhe Work, it shalt be modified so that coverage shall be afforded in al! cases except for the Contractor's willful or intentional noncompliance with applicable government regulations. Any failure by any person to comply wi#h reporting or other prov'sslans of the policy including breach of warranties, shall not affect coverage provided to the CMAR and the Owner and their respective representatives, aff9clals, and employees. The insolvency ar bankruptcy of the Insured or of the tnsured's estate shall nai relieve the insurance companies of their obl}gations under these policies. Any clauses to the contrary are unacceptable and must be stricken. Failure to comply with these requirements shat! be a material breach of this Agreement justifying termination for default. 5.1.'4 Worker's Compensation and Employers' Liability Insurance The Gantractor and its Subcontractors shall procure and maintain W orkers' Compensation insurance in the amount and type required by the Stake of North Caro}'ina and federal Eaw for ai! employees employed under the Agreement who may come within the protection of Workers' Compensation Laws and covering alt operations under the Agreement whether perfarrned by the Contractor or by its Subcantraetars. In jurisdictions not prav'sding complete Workers' Compensation protection, the Contractor and its Subcontractors shall maintain employers' liability insurance in an amount, form, company, and agency satisfactory to the State of North Catalina and the CMAR for the benefit of ail employees not protected by Workers' Compensaton Laws and covering all operations under the Agreement whether performed by the Gontractor or by its Subcontrac#ors. The Contractor shall pay such assessments as wilt protect the Contractor and the GMAR Pram claims under the Workers' Compensation Laws, workers' or workmen`s compensation disablity benefits, and other similar employee benefit acts. The current Experience Madificatian Factor shall be indicated on the Certificate of insurance. GENERA[_ COND1TlONS FOR GP^ AT RISK PRQJECT 10 of 42 JUNE 2007 ED1TlON Coverage under this section shall be as required by federal and state Workers' Compensation and Dccupa#Canal Disease Statutes, and sha{1 have minimum tirnits as follows: Coverage A: Statutory, State of North GarolCna Employers' Liability: Each Accident $1,000,000 Disease -Policy Limit $1,000,000 Disease -Each Employee $1,000,000 Such insurance shalt include Voluntary Compensation coverage, a Waiver of Subrogation in favor afi 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 shalt procure and maintain automobile insurance against liability far bodily injury and property damage as described below, that may arise with respect io the Wark being performed under the Agreement, and as wilt provide protection from claims which may arise out of or result from the Contractor's performance of the Work and the Contractor's other obligations under the Agreement, whether such performance of the Wark is tsy the Contractor, by any representative or Subcontractor, by anyone, bo#h afficialiy and personally, directly ar indirectly employed by any of them, or by anyone far whose acts any of ihern maybe liable. This policy of insurance shall carry the fallowing minimum Limit of Liability: Combined Single Limit $1,000,000 The policy of insurance snail contain or be endorsed io include the fallowing: a} owned, hired, and non-owned automobile liability. b} If the policy contains a warranty stating That coverage is null and void (or wards to that effect} if the transporter does not comply with the most stringent regulations governing the Wark, it shall be modified. sa that coverage shall be afforded Cn a!l cases except for the transporter's willful or inten#iona[ noncompliance wikh 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 respec#ve representatives, officCais, and employees. No subcontracfing of waste hauling shall be permitted without prior; wr'stten approval ofi 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,Op0,a0p,00 ProductslCompleted operations Aggregate $2,000,000.00 Bodily injury and Property Damage csl/each occurrence $1,000,000.00 Personal injury and Advertising injury $2,000,OOOAO GENERAL C4NDlT1C?NS POR CM AT RISK PRt3JECT 11 of ~42 JUNE 2007 EDITION The policy of insurance shall contain ar be endorsed to include the fal{owing: a) Blanket Contractual Liabi[[iy covering Contrae#ar's "sndemnification obligations under this Agreement, in accordance with tS0 po1'~cy faun GG 40 01. Modifications to the standard prov[sian wilt not be acceptable "sf they serve to reduce coverage. b) Premises/Operations Liability. c) Explos[on, cafiapse, and underground #ault. d) Independent Contractors and Independent Subcontractors coverage. e} - Broad Form Property Qamage. fl Personal Injury. g) Cross i_iab[iitydSeverability of interest clause. h) Employer's Stop-Gap Liabiiity endorsement, if appt[cabie. i) Amendment of the Pollution Exclusion Endorsement to allay coverage far bodily ;•,s~~c~-ar prsPerty-damage-causeb[-lai~-beat~srgake,r-o fire _.__ j} Designated Genera[ Aggregate Limit Endorsement Ef required by the Supplementary Gonditions. k} Far contractors with design responsibility, endorsement CG22 t30 and DIC for contractors' professional is requested. - - Coverage shall remain continuously in effect and without interruption for at [east six (6} years from the dale of the Notice of Award and shall include coverage for exposures arising #ram operations that have been completed. The Contractor shaft famish the GMAR and each other additional Ensured fisted in the Agreement to whom the Certifscates have been issued, evidence satisfactory fo the CMAR of cont[nuation of such insurance at the date of Substantial Completion and each year !hereafter. 5.1.4 Pollution LegaE Liability ~PLL} Pollution Legal Liabil[ty coverage will be provided if required by the Supplementary Conditions. 5.1.5 Professional Liabiiity Policies for professional itabll'tty must be prov[ded by the Gantractor or its independent design professional if the Contractor is required to provide any professional design services under the Contract Documents. Alternat[vety, compliance with paragraph 5:1.3 (k} is acceptable. The limits of coverage required for professional 1labii[ty shalt be included En the Contract Documents, and will be sub]ect to approve[ by the CMAR. takEng into account among any other reasonable factors the risks insured against; the cost of the insurance, and the professionals providing the insurance. 5.'f.6 Claims The Contractor shaft notify the CMAR within twenty four {24} hours of any cla'Ems or atieged ciairns received by the Contractor covered by any of the policies of insurance required of GENERAL CONDITIONS FOR CM AT RISK PROJECT 72 of42 JUNE 2407 EDIT[ON Contractor in this Agreement. The Contractor snail provide a written copy of the ciaim or alleged claim to the CMAR within three {3) days of the Conttactor's receipt of the claim or alleged claim. }f a ciaim is settled to the satisfaction of the ciaimant, the Contractor snail • submit a copy of the ciaimani's release to the CMAR. if a claim or alleged claim is rejected by the Contractor andlor its insurance company, the Contractor shalt imrnediatefy report this fact to the CMAR, Should thirty {30}days elapse after the claim or aleged claim has been received by the Contractor, and the Contractor Cs not able to report a settlement or rejection of the claim, it shall report to the CMAR the steps being taken with respect to the ciaim. Without iimiting the foregoing, the Contractor shall notify the CMAR in writing of any paid or incurred claims which may impair annual aggregate or genera( liability. 5.7.7 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 shah reduce to a max[mum of $25Q,00t} ar eliminate such deductibles or self-insured retentions wtth respect to the CMAR, ar the Gontractor shall provide evidence of coilaterai provided to insurers ar procure a band guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the deductible or self-insured retention amount, Any self-insured retention ar deductible amount on the policy snail not reduce the amount of eallectible limits or liability. 5.1.13 Subcontractors The Contractor shall include alt Subcontractors as Insureds under its policies, or shall famish 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 empCoyees, the Contractor shalt either {a) procure appropriate poiicles in the name of the Subcontractor, or (b) cause a rider ar riders to be attached to the Contractor's policies which steal! identify the 5ubconiractor 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 fhe employees of ail Subcontractors performing Wprkunder the Contract ©acuments. Except as otherwise approved by the CMAR in writing, Limits of Liability and coverage scope must be at a minimum as stringent as required of the Contractor by the Contract Documents. ACI Work performed for the Contractor by any Subcontractor shall.be pursuant to an appropriate agreement between the Gontractor and the Subcontractor which shall contain provisions thaE waive ail rights the contracting parties may have against one another for damages caused by fire or other perils covered by insurance as provided herein. insurance monies received from any toss shaft be divided as the respective interest of the parties affected shaft appear. 5.2 PROPERTY iNSURANCE The CMAR shat) be responsible for purchasing and maintaining insurance to protect the Project from penis of physical foss. 'fhe insurance shall provide for the cost of replacement far the Work of the time of any foss. The insurance shall include as named insureds the Owner, fhe CMAR, the Gontractors and their Subcontractors and shall insure against the loss from the perils of fire and ail risk coverage for physical loss or damage due to theft, vandalism, collapse, malicious mischief, transit, flood, earthquake, testing, damages resulting from defective design, negligent workmanship or defective material. The CMAR GENERAL. CONDITIONS FOR CM AT RISK PROJEG7 13 of 42 JUNE 2()t?7 EDITION shaEi increase the coverage limits as necessary to reflect changes in the estimated replacement ccist a€ the Project. . The CMAR shall provide the Contractor, if requested, with copies of ail paticles thus obtained for the Project. The CMAR shalt provide the Contractor with thirty (30) days notice of cancellation, non-renewal or endorsement reducing ar restricting coverage. The Contractor and the CMAR waive alt rights against each other and against the other separate contractors, the ©wner, 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 shat! each require appropriate similar waivers from the Owner, the ocher separate contractors, their Subcontractors, and their consultants and agents. This waiver does not apply to design stability. The Contractor is responsible for ail physical damage to owned or rented machinery, foals, equipment, forms, and other 'stems awned, rented or used by the Gantraetor andlor Subcantractor(s} in the performance of the Wark. The insurance coverage evidencing such shalt include a waiver of subrogation in favor of the CMAR, the Owner and the Designer and their respective consultants and agent's. The Contractor shaft provide valuable papers and records insurance with coverage in an amount commensurate with project scope as set forth !n the Supplementary General Conditions. If the Project includes as addition to or is adjacent to an existing structure, the CMAR, the separate Contractors and the Subcontractors shall be named as addiGona[ insureds for the Owner's property insurance covering such structure and its conten#s, If the Owner occupies or uses a part or parts of the Project prior to Subsfanfial Campie8on thereof, such occupancy shaft not occur until the Owner obtains property insurance for the structure and unfsl ail 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 fa purchase project-specific insurance affording coverage to the Contractor and Subcontractors, the terms and conditions of such cavecage shalt be set forth In the Supplementary Conditions. 5.4 CONTRACTOR AS JOINT VENTURE if the Contractor is completing this Project an a joint venture basis, both joint venture partners retain all liabilities assumed by this Agreement, individually and collectively. This may Include, but is not limited ta, ail premiums due, deductibteslself-insured retentions, coinsurance provisions, claim prauislons, insurance policy conditions, and indemnit'icatian provisions hereunder. . Evidence of a Blanket Joint Venture Endorsement must be obtained from the Genera! Liability and Contractor's Pollution Legal LiabAity carriers of each joint venture parMer substantialty as follows: . Wifh respect to "your work ; acrd the "producfs-comptefed operafions hazard'; you are an insured far your fiabtlify arising out of fhe conduct of any parfrrarship or joint venture of which you were a partner or member, even though fhis partnership or joinf venture fs not shown as a Named Insured in fhe Declarations. 7'hrs coverage is excess over any GENERAL CONDiTtONS 1=0R CM AT R15K PROJECT 14 of 42 JUNE 200? E[J1TiON available tiabr7ity purchased specifrcalty to insure the parfnership or jofrd venture. This coverage wilt not inure to the benefit of any ofher party except you." 5.5 INDEMMFtCATION The Contractor, to the fullest extent not expressly prohibited by law, shall defend, indemnify, and save harmless the CMRR, the Owner, the Designer, and their respective offictats, officers, emplayees, and agents from and against any and all !'sabilities (foreseeable or unforeseeable), penalties, fines, forfeitures, demands, claims, causes of actions, suits, judgments, and costs and expenses incidental #hereta, (including, without limitation, amounts paid pursuant to investigations, defense ar settlements, and reasonable attorneys' fees), which any or aII of them may hereafter suffer, incur, be responsible for, or .pay out as a result of but not limited ta: a) bodily injury (including sickness, disease, or death} to any person including; but not limited to, the Contractor's employees or 1#s representatives while an the site of the Project; or b) actual or alleged damage (including toss of use) to any property (public or private, including the Project or other property on the Project site); or c) contamination of or adverse effects on the environment arising directly or indirectly out of ar in connection with the performance of the Wank, including but not limited to any hazardous or toxic waste, substance, or constituent of any substance subject to regulation under CERCLA, RGRA, TSCR, and other Federal and state authorities that is spilled, released, threatening to release, or disposed of or destroyed by the Contractor or i€s Subcontractors an or off the site of the Froject or while in transport to or from the site; ar - - ~ • d) any violation or aEleged violation of laws and regulations, aris'sng out of or in any way connected with the Work, 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 indemniify any person against (asses resulting from a breach of contract ar resulting from negligence, . misconduct os violation of caws an 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 far alt legal fees and disbursements paid or incurred to enforce the provisions of this paragraph 5.4. The indemnification 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 henefit acts, ar the amount of insurance carried or recovered. The CMAR acknowledges that hazardous ar toxic waste, material, chemicals, compounds or substances, ar other environmental hazards, contamination ar 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 ar its 5ubcontractars, agents or emplayees, acting alone or in concert with others. tJntess the remedia#ion, 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 sha1E immediately, and in no event more Phan three days after such discovery,. glue pa#ice to the CMAR of the envEronmentat hazards before they are disturbed. The CMAR, the Owner and the designer shaft ihereupan promptly investigate the GENERAL CUNDITION5 FOR GM AT RISK PRO.lECT i5 of 42 JUNE 2t)07 EDlT10N environmentat hazards, and make such changes in the drawings and/or Specifications as they may fnd necessary fa abate, remediate, isolate or handle fhe environmental hazards. Any increase or decrease in the Contract Price or the Contract Time resulting from such changes shalt be adjusted in the manner provided herein for adjustments as to extra and/or additional 1Nark and changes, tt is agreed that the Contractor shat) have no liability under this Agreement far any enviranrnental hazards existing at, on or in the Project site prior tcs the date that Work commences under this Agreement unless the Contractor or its Subcontractors, agents or employees, acting alone or in concert with others, by their awn negligence or misconduct, release or expose the Owner ar third parties fa the environmentat hazards_ The provisions of this paragraph 5.q shaft survive the termfnatian or cancellation or completion of this Agreement. ARTiGLE 6. t7THER R)=CORD DOGt1MEN7S AND StltiMiTfAt..S 6.'t The CMAR shaft furnish to the Contractor the number of copies of Drawings and Specifications stated in the Supplementary Conditions. Additional copies of Drawings and Specifications may be obtained at the cost of reproduction and handling. 6.2 The Contractor shall submit to the CMAR for forwarding to the Designer alt Submittals required by the Contract Documents. 'The Contractor steal! submit four (4} reproducible prints of alt shop drawings plus the number of copies sufficient for its requirements. 'The Contractor shall submit samples in quantities required by the Contrac# Documents. The Contractor shalE submit product data in five (5} copies, plus the number of copies sufficient far the Contractor's requirements. A(I shop drawings shalt be reviewed by the Gan#ractor and shall bear the Contractor's stamp of approval before being forwarded fo the CMAR and _.. _ the Designer, Submittals shaft be submitted in such time as to cause no decay to the Work or any part thereof and in accordance wdh the Contractor's Construction Schedule and Submittal Reg'sster. 't'he CMAR shalt review and process the submittal with reasonable promptness, noting desired corrections, if any. The CMAR shat{ retain three (3} copies of the submittal and shalt return the balance of the reviewed submittal to the Contractor #or • action. The Contractor shall furnish any corrected submittal to the CMAR for forwarding to the Designer. The CMAR shalt retain three (3) copies of the corrected submittal for the records of fhe CMAR and the Designer, and wilt return the 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. Att substitutions prior to the receipt of bids shaft be in accordance with the Contrae# Documents. The Contractor acknowledges fhat the processing of shop drawings and other submittals is directly impacted by the clarify, completeness, and accuracy of said documents and that rt is the Contractor's responsibility to (i} review and coordinate each submittal with alt other related ar affected Work and (ii} approve each submittal before submitting same to the CMAR for approval. fi.3 No substitutions and no deviations from any requirement of the Contract Documents shall be deemed ai{owed unless the Contractor has~specificatly informed the CMAR in writing of such deviations at the time of submittal and the Designer and the Owner have given written and specific approval to the substitutions or deviations. In proposing a deviation ar substitution, fhe Contractor warrants to the CMAR, notwithstanding any review, allowance ar approval by the Designer or the Owner, #hat the deviation ar substitution is at feast equal to or better in quality and far the purpose intended, and that the Contractor shall not by reason of any such review, allowance or approval be relieved from any obligation or _ responsibility contained in the Contract Documents. ' GENERAL CONDITIONS FOR CM AT RISK PROJECT 1fi of 42 JUNE 2dt)7 EDITION 8.4 Review of submittals by the CMAR and the Designer shall not be construed as relieving the Contractor from responsibiltty far compliance with terms ar designs of the Contract Documents nor from respansibi[ity for errors of any sort in the submittal. • 6.5 The Contractor shall keep one record copy marked °As-Built" of alt Specificafions, Drawings, Addenda, Modifications, and Submittals at the Project in good order and annotated at least monthly to show all changes made during the construction process. Such monthly anno#atians and their approval by the CMAR shah 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 from damage by fire or other hazard. This record copy shall 6e available to the CMAR, the Designer and the Owner for inspection at al{ times. The complete record copy steal! be delivered to the CMAR for review. and transmittal to the Designer for the ©wner's purposes pr'sar to the Designer's certifytng Substantial Completion of the Wark. 6.ti At completion of the Project and before Ftnaf Payment, the Contractor shalt assemble and deliver to the CMAR one complete set of all as-built drawings and one complete set of all approved submittals, product data, and samples which were reviewed by the Designer. These drawings and submittals shall 6e on paper, or in electronic or other media if required by the Supplementary Condit}ons. These drawings and submittals shall be categorized and packaged as directed by the Designer. ARTICLE 7. CONTRACTOR 7.t The Contractor shall supervise and direct the Work efficiently and with 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 safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the fcnished Work complies accurately wi#h the Contract Documents. 7.2 The Contractor shall appoint a competent Project Manager with general author!#y to manage the Project for the Contractor. The Contractor also shall keep on the Project at all times during the Work of the Contractor a carnpefent 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 scups 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 its sale 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 Superintendent shalt have authority to act on behalf of the Contractor, and insfructions, directions or notices given to either of them shat! 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 lay out the Work and perform construction as required by the Contract Documents. The Contractor wilt at a(I times maintain good discipline and order at the site, and w'sll 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 ar the owner, does not perform Its Work In a proper and skillful manner. or is intemperate or disorderly sha11, at the GENERAL CONDITIONS POR CM AT RISK PROJECT 17 of 42 JUNE 2007 ERITtON written reques# of the CMAR, be removed forthwith by the Contractor, Subcontractor, or sub-subcontractor employ'sng such person without cost to the CMAR, and shall not be employed again in any pardon of the Work without the prior written approval of the CMAR. Should the Contractor fail to remove such person or persons or fad 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 unEil 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 ar otherwise unsatisfactory, 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 ail materials, equipment, tabor, transportation, construction equipment and machinery, tools appliances, fuel, tight. heat, and a!I other facilities and incidentals necessary for the execution, maintenance, initial operation, and completion of the Work, other than those specifically excluded by the Gontract 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 GMAR reasonable advance notice, if any materials are to be furnished or installed by the GMAR ar others under the terms of the Contract Documents, said materials shalt be made available to the Contractor at the location{s) specified in the Contract Documents. All costs of handling, transportation from the specified Location to the Project, storage, and installing of materials fumished by others shalt 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 fumished by others. The GMAR shall deduct from any monies due or to become due the Contractor any cost Incurred by the CMAR in making goad any such damage, loss, or deficiency. Ail equipment which is proposed to be used in the Work shall be of sufficient size and in such rnechanlcal condition as to meet the requirements of the Work and produce a satisfactory quality of work. Equipment used on any portion of the Work shalt be such that no injury to previously completed Work, adjacent property, or existing facilities shalt result from its use, When the methods and equipment to be used by the Contractor accomplishing the Work are not prescribed in the Contract t7ocumen#s> the Gontractor shalt be free to use any methods or equipment that will accomplish the Wank 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 snail be used unless others are authorized in wrifing 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 fo da sa. The request shall be in writing and shall include a full description of the methods and equipment proposed and of the reasons for desiring to make the change. if approval is given. it shall be an the condition that the Contractor shalt be fully responsible far 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 t7eslgner determines that the Vtilark produced does not mee# the requirements of the Contract Documents, the Contractor shall d'sscontinue the use of the substitute method or equipment and shalt 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 PRt7JECT 18 af42 JUNE 2007 EDITION specified quality, or fake such other corrective action as the CMAR may direct. No change in the Contract Price or in Contract Time shalt be made as a result of authorizing a change in methods or equipment under this paragraph. 7.6 A!t materials and equipment shah be new, except as otherwise provided in the Contract Documents. When special makes ar grades of material which are normally packaged by the supplier or manufacturer are specified ar approved, such materials shall be delivered to the Project site in theic original packages or containers with seals unbroken and labels intact. Materials shal4 be so stored as to assure the preservation of their quantity, quality and fitness far the Work. Stored materials, even (hough approved before storage, may again be inspected by the CMAR, the Designer or the Owner prior to their use in the Work and shall be required to meet the requirements of the ContracE Documents at the time they are incorporated into fhe Work. Stored materials shaA be tocafed so as to facilita#e their prompt inspection. The Contractor shall coordinate the storage of all materials with the CMAE~. Materials to be stared at the Project or on the Owner's property shalt not create an obstruction to the Owner`s or other contractor's reasonable activifses. Private property shall not be used for storage purposes without writ#en approvals consistent with fhe provisions of paragraph 20.3 of these General Conditions. The Contractor shalt make all arrangements and bear all expenses for the storage of materials an private property. Upon request, the Contractor shah famish the CMAR a copy of the property owner's permission. Ali storage sites on private ar 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 shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processor, except as otherwise provided in the Contract Documents. 7.8 The Contractor wiEt be fuEiy responsible for alt acts and omissions of its Subcontractors and of persons directly or indirectly employed by ahem and of persons far whose acts any of them may be liable 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! create any contractuaE relationship between any Subcontractor or supplier and the CMAR, the Owner or the Designer, or any obEigation an 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 furnish 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 5pecificatians and the identifications of any Drawings shall not contraE 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 GMAR and to 'furnish written evidence thereof to the CMAR within seven (7} days after written request by the CMAR. . 7.11 The Contractor shat) attend job progress conferences and all other meetings or conferences as directed by the CMAR. The Gantractor shalE be represented at these jab progress conferences by a representative having the authority of the Project Manager and by such other representatives as the GMAR may direct. Jab progress conferences shalt be open to 8ubcantractors, suppliers and any others who may contribute beneficially toward maEntalning required job progress, and such personnel shall be encouraged by the Contractor to attend. It shall be the principal purpose of job progress conferences to effect coardinatlon, cooperation and assistance in 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 an schedule and to complete the Work and the Project by the specified Corr-pletion bates. The Contractor shall be prepared to assess. progress of the Wark as required in the Contract Documents and to recommend remedial measures far correction ofi progress as may be appropriate. 'The CMAR shall preside as chairman and arrange for minutes to betaken and circulated. In the event that the prosecution of the Work is, discontinued for any reason, the Confractor shad notify the CMAR at least forty~elght (4$) hours in advance of resuming aperations_ Should the #erms of the Contract Documents require completion of one or more portions of the Wark far the Beneficial Occupancy of the Owner prior to completon of the entire Wartc, the Contractor shall complete such portion(s) of the Work an ar before the date specified. Such completion shalt include the obtaining of all government or other permits, permission, andlor approvals necessary to occupancy. The Contractor shall lndependenfly 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 ~ar increased cast due to completing such portion(s) of the Work. The Owner's possession and use of such portion(s) of the Work shall no# be deemed an acceptance of any Work not corhpteted in accordance with the Contract Documents. The Owner shall be responsible for the security, maintenance, utilities, and insurance of all portions of the Work completed and beneficially occupied by the Owner. 7.i 2 The Contractor shall pay af- license fees and royaities, and assume alt casts incident to the use of any invention, design process, ar device which is the subject of patent rights ar copyrights held by others, except for inventions, design processes, ar dev'sces specified by the Designer in the Contract Documents. The Contractor shah indemnify and paid harmless the CMAR, the Owner, the Designer, and anyone directly employed by any of them, from and against all claims, damages; losses and expenses, including attorney's fees and costs of defense, arising auf of any infringement ar alleged infringement of such rights during or after completion of the W ark, and shall defend all such claims in connection with any actual or alleged infringement of such rights. 7.13 The Contractor shelf secure and pay for all permits; including without limitation construction permits and licenses, and will pay all govemmentai charges and inspection fees necessary far the prosecution of the Wark. 7.1~i The Caritractor shall give all notices and comply with ail laws, ordinances, rotes, and regulations appficabie to the Work and shall protect and indemnify the CMAR, the Owner, the Designer, and their respective officials, officers, agents, employees ar servants against any claim or liability arising from or based on the vlolatton of any such Eaw, ordinance, regulation, order, or decree, whether by the Contractor or by the Contractor's employees, Subcontractors, sub-subcontractors, ar the'sr employees. 7.15 The Contractor shaEl be responsible for the reasonable and necessary protection and security of its Wark and its property and the property of others at the site, as required by laws or ~ ordinances governing such conditions, or by custom ar sound construction practices, and shalt share such responsibilities far protection of property at the site as may be directed by the Contract Documents and tt,e CMAR. The Contractor shall be responsible far any damage to tfte Owner's property, ar that of others, by the Contractor or the Gontractor's employees, Subcontractors, sub-subcontractors, ar their employees or agents, and shaft make good such damages. The Contractor shall be responsible for and pay for any such claims made against the CMAR or the Owner. 7.18 The Contractor shaif comply with the Project Safety Program and Public 1-lazard Control Plan implemented by the CMAR. The Contractor shat! protect existing improvements GENERAt_ CONDiTiONS FOR CM AT RIS1C PROJECT 20 of 42 JUNE 200? EDITION designated to remain in the vicinity of the operations and barricade alt vtalks, roads, and areas as necessary to keep the public away from the construction. 7.17 The Contractor shaft provide cover andlor protect at{ portions of the 11Vark and provide alt materials necessary to protect the Work whether performed by the Contractor or any of the Subcontractors ar sub-subcontractors. Any Work damaged through the tack of proper protection, or cram any other cause, shad be repaired or replaced without extra cost to the CMAR or extension to the Contract Time. The Contractor shaft maintain the Work during construction and until the Work is accepted. This maintenance shall constitute continuous and effective effort prosecuted day by stay, with adequate equipment and farces so that the Work is maintained in satisfactory condition at ail times. Ali casts of maintenance shall be included in the Contract Price and the Contractor will not be paid an additional amount far such effort. Should the CMAR observe That the Contractor at any time has failed to maintain the Wark as provided herein, the CMAR may immediately notify the Contractor af•such non-compliance. Such notification shall spec'sfy a reasonable time within which the 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 Contractors expense, #ake such action as if 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 shalt be deducted from monies due ar to become due the Contractor. Parking lots, streets, and walks connecting to the Project area shall 'at ati times be protected by the Contractor from deposits of mud, sand, stone, titter, yr debris in any form. Pedestrian traffic areas around the construction limits must be maintained in a clean and safe condition at atE times with required b~Cricades and covered walkways. When excavation or other operations outside the Project limits is required, the Contractor.shalt, immediately following that work, return the area to its original condition. All catch basins and storm drain fines in the vicinity of the Project site shall be protected at all times from entry of dirt, rubble and other debris. The residue From the cleaning of trucks; wheelbarrows, concrete buggies, etc. must be prevented from entering the• drainage system, and if cleaning is done, the residue must be contained and removed from the 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 far the protection of its employees and other persons at the Project site, and shalt comply at all times with the requirements of the mast current edition of the CAGC Safety and Health Manual [or the ACC Accident Prevention Manual in Construction], or the equivalent requirements of the Contractor's safety program, and shah fully comply with ati Federal, State, and local laws, rules, regulations. and building code requirement's sa as to pcevent accidents or injuries to persons on or about the Project site. The Contractor shat( ctearty mark or post signs warning aF existing hazards, and shah barricade excavations, elevator shafts, stairways, floor and wail openings and similar hazards. The Contractor shall protect against damage or injury resulting from falling materials, and shall maintain alt protective devices and signs throughout the progress of the Wank. A11 trenches, excavations, or other hazards in the vicinity of the Work shall be weft barricaded, and properly lighted at night. When 11Vork requires closing of an area normally used by the Owner or the public, the Contractor shall furnish, erect, and maintain temporary GENERAL CONDITIONS FOR CM AT RISK PROJECT 21 of 42 JUNE 2007 EDITION barr'~cades, and properly sight the area. The Contractor shall comply with any directions and public authorifies in this respect. 7.20 The Contractor shall adhere to the titles, regulations, and interpretations of the North Carolina bepartrnent of t_abar's Occupational Safety and Health Standards for the Construction industry (29 GFR Part 1926 as adopted in 13 NCAC 071':0201, including 2S CFR Park 19'10 General industry Safety and Health Standards applicable to construction) and IV.C. Gen. Slat. §95-126 through 9 b5 (Occupational Safety and Neaith) as welt as alt reviskons and amendments to such standards or statutes as may occur throughout the performance of the Work. 7.21 Any land-disturbing ackivlty performed by the Contractor in connection with the Project shalt comply w'sth aq erosion control measures set forth in the Contract Documents and any additional measures which may he required in order !o ensure #hat 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 NCAC 4A, 48, and 4C), and as may be revised or amended in the future. Upon receipt of notice that gland-disturbing activity is in vkoiation of said Act, the Contractor shall be resporisib[e for ensuring that alI steps or actions necessary to bring the Project in compliance with Bald Ack are promptly takeci. The Contractor shall be responsible for all 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 O4vner from all costs and expenses, including aktorney's fees and costs of defense, arising out of or related to the enforcement of the Act against any party ar person described In this Article. 7.22 The Gontractor shalt designate a responsible officer or employee as safety inspector, whose duties shall include accident prevention an the Project as well as implementation of -the Contractor's safety measures and safety programs on the Project. The Warne, 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, or property at khe Project site or adjacent thereto, the Contractor is obligaked to act in the Contractor's discretion to prevent threatened damage, injury, or' loss. As soon as prackicable, the Contractor snail notify the CMAR of such emergency_ The Contractor shalt give the CMAR prbrnpt written notice of any slgn~cant changes in the Work or deviations tram the Contract Documents caused by such emergency. if khe Contractor believes that addlkionai work dare in an emergency entitles the Contractor to an increase in the Contract Prtce or an extension of the Contract T'sme, 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 ail times keep the premises fires from accumulation of waste materials or nabbtsh caused by the Work. At least weekly and at the completion of the Wor[c, the Gontractor shat! remove ail waste materials and rubbish at#rkbutatale to the Gontractor's Work from and about the Project. At the campleGan of the Work, the Contractor shall remove alt toots, construction equipment, machinery, and surplus materials. She Contractor shag Ieave the Wark in condition for occupancy by the Owner such that no cleaning or other operations are required. Material cleared from the Project and deposited on adjacent property shall not be considered as having been disposed of satisfactorily. if the Contractor fails #a keep the Project.clean and free of waste materials or rubbish, faits to satisfactorily clean-up weekly or at the completion of the Work, tfte GMAR may do so and the costs thereof may be deducted from any amounts due or to become due khe Contractor. 7.25 Utilities, temporary facilities, and signs sha!{ be provided as described in the Contract Documents. Absent a confrary direction in the Supplemenkary Conditions, the Contractor GENERAL CONDITIONS FOR CM AT'R1SEf PROJECT 22 of 42 JUNE 2007 E©ITtON shall pay alt bills far its consumption of water, electricity, or other public utility service to the Project site. . 7.26 The Contractor shall indemnify and hold the GMAR, 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- subcontrac#or, or supplier engaged by or employed by the Contractor or employed by any of the SubeaMraetors claiming through him, including without limitation damages, tosses. and expenses arising out of ar relating to any inconvenience, delay, Interference, or other action arnnn-action of the Contractor or the Contractor's Subcontractors on the Project. The Contractor acknowledges that should the Contractor ar any of the Contractor's Subcontractors be damaged by any breach of contract by any other separate contractor on the Project, the. Contractor may invoke applicabte dispute resoluiian procedures with said • other separate contractor. 7.27 Prior to completion of the Work and Final Payment of the Contract Price, excepting only those portions of the Wark deemed accepted in accordance with the Contract Documents, the Contractor shall have charge and care of the Work, and shall take every precaution against injury or 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 GMAR, replace, rebuild, repair, restore, and make good ail injury or damage to any portion of the Work occasioned by any of the above causes before Final Complet'son and shah bear the expenses thereof. 7.28 In the event that the Work, ar any portion thereof, is suspended at any time pursuant to an _.. _ '__ .order of the O4vner, the Gantractar 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 Wark of the separate . con#ractars, both as to space and time. The CMAR shalt incorporate the Contractor's Construction Schedule Into the Master Schedule and coordinate the imptementatian of.the Contractor's Construction Schedule._ The .CMAR shalt also coordinate class-out of the Project, including but not limited to all testing, fispection, certincatians, and approvals required by public agencies. The Contractor shalt 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 CivtAR and all other ' separate contractors on the Project site. 7.33 The Owner has delegated to the CMAR all of its dut-es to coord'+nate and to expedite the Work not expressly reserved to the Owner by other provisions of the Contract Documents. 7'.31 Aii Work performed pursuant to the Contract Documents shalt conform in all respects to the North Carolina State Building Code and alt other state, local, and national codes in effect at the time of and applicable to this Work. 7.32 The CMAR shall coordinate and supervise the Installatlan of all sleeves, inserts, chases or other components of the. Wark needed far mechanical, plumbing, electrical or other work by the various contractors. The responsibility for exact location of such items shalt be that of the mechanical, plumbing, electrical or other prime contractor that requires the -terri for passage or support of its work. Generally, the mechanical, plumbing, electrical or other contractor that requires such Items far support ar passage of 'sts work shaA set its sleeves, inserts, chases or other devices. If necessary to maintain the progress of and complete its GENERAL CONDITIONS FOR CM AT RISK PRO,}ECT 23 of 42 ,lt1NE 2007 EDITIL~N ARTtGt_E'i0. DESfGNER 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 All Work completed under the Contract focuments shall be subject to review by 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 shalE be uncovered at the Contractor's expense. The Contractor shall notify the CMAR in writing at [east twenty-four (24~ hours in advance of covering any Work. 10.3. The Designer shall nvt be responsible for the construction means, methods, techniques, sequences, procedures, or the safety precautions and programs incident thereto, and shalt not be responsible for the Contractor's falture to perform the Work in accordance with the Contract Documents, but shalt be emitted 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 for#h in the Contract Documents. ARTICLE 11. TESTING AND SllRVE1ftNG 11.1 t_aboratory and field tests io determine compliance of construction with the Contract Documents shall be made by the Owner ar #esting consultants employed by the Owner except those required elsewhere in the Contract Documents. _to be paid for by the Contractor. The casts 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 [n which untested materials are used without approval or written permissipn of the CMAR and the Designer shall be removed and replaced at the Contractors 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 ci#ed standard me#hods of ASTM or other generally recognized or spec[f[catly 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 casts of retesting such Wark and the costs of Inspection services shalt be paid by the Contractor. Samples shat[ be taken by a testing laboratory employed by the Owner. AA materials being used are subject to inspection, tests, or rejection at any time pror to or during incorporation into the Work. Goples of.all Owner test reports will be fumished to the Contractor of Its written request. Copies of Contractor Pest reports shalt be furnished to the CMAR upon written request. 11.2 The CMAR shall have the right to deduct the costs of additional testing as described in paragraph 11.1 from any money due or to become due the Contractor; or if no money is due the Contractor, the CMAR shall have the right to recover these costs from the Contractor, from its sureties, or from both. '11.3 All layouts and serve}Rhg shat[ be accomplished by property qualified personnel duty licensed in the State of North Carolina. . ARTICLE 12. SEPARATE GON'l'RAC3S 12.1 It is expressly understood that the CMAR and the Owner may deploy their own employees or engage other separate contractors to perform Work as a part of the Aroject whose work wilt be perforrned slrnultaneausly and sequentially with the performance of the Work by the G;=":ERAL CONDITIONS FOR CM AT RISK PROJECT 25 of 42 JUNE 2007 EDITION Contractor. It shall 6e necessary far the Contractor to coordinate construction activities vrith such afher contractors, particularly with respect fo access to work areas, storage of rnater'sals, and use of elevators and other~common facilities, The Contractor shalt diligently and in good faith cooperate with fhe CMAR, the Owner, the Designer, and ail 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 mariers. Any dlspukes between the Contractor and any other separate prime contractor w[th respect to such matters shall be resolved En accordance with the claim and dispute resolution procedures in the Agreement. AR7'ICLI='t3. C4NTt2AC'f TIME 13.1 Within fourteen (14) days after initial receipt of the Construction Agreement by .the Cantractar 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 fa the requirements stated in the Contract Documents. 13.2 Within fourteen (14) days after inftiat receipt of the Construction Agreement by the Contractor for signatures, ti'te Contractor shall submit to,the CMAR a Submittal Reglster fisting 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 13eslgner with respecf to each Submittal. The dates submitted shaii 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 tesigner shalt not be required to review any Submittal from the Contractor until a Submittal Reglster .acceptable to and approved by the CMAR has been submi#ted by the Contractor. 'L3.3 Nat later than thirty (30) days fiotlawing execution and delivery of the Construction Agreement by the CMAR to the Contrackor, the CMAR shalt deliver to the Contractor a Notice to Proceed. The Notice to Proceed shalt state a commencement date on which it is expected that the Contractor wit4 begin the Work to be performed under the Agreement. The Contract Tme shall be measured from said specified commencement date. The commencement date stated In the Notice fo Proceed shall not be earlier than three (3) days after the Notice fo Proceed is served on the Contractor. lf, other than by mutual agreement, said specified commencement date is more than thirty (3fl} days after the date of execution and delivery of the Agreement from the CMAR to the Contractor and the Contractor be{ieves said delay justifies an increase in Contract Price and/or an. extension of Contract Tirne, the Gontractor may make a claim therefore as provided fn Article 14 andlor Article 15 of these General Conditions. No Work shall be done prior to the date specified in the Notice to Proceed. The Contraator shall submit a final Contractor's Construction Schedule for approval by the CMAR no later than fourteen {74} days after issuance of the Notice to Proceed. No payments shall be due the Contractor unfit this schedule fs 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 its bid. The Contractor's Constnsctton Schedule shall be incorporated into the CMAR's Project Master Schedule. The Contractor's Construction Schedule shaii Include alt of its activities which impact, limit, or otherwise affect the time of completion of fhe Project as shown in the Master Schedule. and aq 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 chat the Gontractor can and will complete each activity within fhe time shown for GENERAL CONDITtONS FOR CM AT RISK PROJECT 26 of 42 JUNE 2007 ED1T14N Work, however, the Contractor may be required to build or set sleeves, inserts, chases or other components of the Work needed far mechanical. plumtaing, electrical or other work by other contractors. 7.33 The Ganfractor shall be responsible for permanently fixed service facilities and systems in use during progress of the Work and shall strictly adhere to the following procedures: a) Prior to acceptance of the Work by the Owner, the Contractor shall remove and replace any part of fire permanent building systems damaged through use during construction. ' b) Temporary filters sha11 be installed in each of the heating and air candit~oning units, return air grilles, and other locations to prevent intrusion of dust, dirE, and debris during construction. Temporary filters shall be removed and replaced with new filters immediately prior to Substantial Completion. e) Extra effort shall be maintained to keep the 6u'siding clean and under no circumstances shall air systems be operated if finishing operations are creating dust in excess of whatwauld be considered nomlal if the betiding were occupied. d) When the permanent fighting system is used during construction, lamps shaft be replaced and shall be new an the date of Substantial Completion. ARTIGL.E 8. OWNER 8.i ~ The Owner strait issue communications and notices to the Contractor through the CMAR to the extent contemplated by the Contract Documents. ' 8.2 in case of termination of the employment of the Designer, the Owner shall. appoint as Designer a quatifed person who shall have and assume all rights and duties held by the ariginai Designer. 8.3 The Owner shah have the right to take possession of and use any portion of the Work notwithstanding the fact that the Time far 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. $.4 A waiver on the part of the Owner of any breach of any part of the Agreement by the Contractor shaft not be held to be a waiver of any other or subsequent breach. 8.5 The Owner shall pay all permanent acreage fees, govemmentat impact fees, and meter deposits far permanent utilities. ARTiCi.IE 9. CONSTRUCTION MANAGER 9.1 The Owner has engaged the CMAR for the purpose of (i) assisting the Owner and Designer In developing and administering budgets and cost controls, (ii} in evaluating canstructabi[fty and value engineering proposals, (iii} in establishing and maintaining a critical path method (CPM) schedule, {'sv) in coordinating andlor expediting alI Work on the Project, (v). in coordinating ail 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. GENEf2AL CONDITIONS FOR CM AT RISK PROJECT 24 of 42 ~ JUNE 2007 EDITl4N that activity an fhe Contracta~'s Construction Schedule. Time is of the essence with respect fo each such ac#ivity and Carnptetion Date. 13.5 if the Contracfor submits a construction schedule, progress report, or any other document that indicates ar 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 Time, no liability of the CMAR to the Contractor for any failure of the Contractor to so complete the Work shalt be created or implied. 13.6 If the Contractor, for reasons beyond fhe Contractor's control, 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 act'Nity That 'ss dependent upon that activity shall be adjusted accordingly, provided that at any titre the CMAR, by means.of a Change Order, may require the Contractor to work overtime, to increase labor forces or to talcs any necessary or appropr'ate action to decrease the tlrne required far any activity, and fhe Contractor shall be entitled to an adjustment in the Contract Price computed in accordance with Article 15 of these General Conditions. 13.7 At any time, fhe CMAR may order the Gontractor, on seven t7} days wri#ten 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 data 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 shat(, without being entitled to any increase in the Contract Price or other compensation, work overtime, increase labor forces or take such other action as may be necessary or ..appropriate to complete. the activity by the Completion Date shown on the Master Schedule, ar as such Completion Date may have been adjusted. _ 13.9 The CMAR shalP~ monitor progress ofi the Work at ati times and the Contractor shall cooperate with such monitoring and provide any and all 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 shat! revise the Master Schedule, showing any adjustments made 1n accordance with paragraphs 13.6 or 13,7, above, by any Change Order, the progress of fhe Work, and any days gained ar days lost . with respect to any activity, and shall furnish copies thereofita 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 fhe next Progress Payment due the Contractor an amount sufficient to reimburse the CMAR for any and aft delay damages, should Substantial Completion be delayed by the same number of days that the Contractor is currently behind schedule. If, subsequently, the Contractor's progress, as shown by any succeeding monthly revision fa the Master Schedule, is such that the anticipated detayno longer exists, the CMAR shall pay with the Progress Payment next due to the Contractor such amounts as have been withheld In accordance with this paragraph. 13.12 The CMAR shaA have the right to perform Work, hire and employ tabor 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 Gontractor in the progress of the Work. Such action by the CMAR shall not, in any way, affect, void or Elmlt 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 casts incurred by the CMAR in taking any such action shat! be charged fo the, Contractor and deducted frorn'any amounts remaining due under fhe Agreement. GENERAf_ CONDITIONS FOR CM AT RiSi4 PROJECT 27 of 42 JUNE 2007 EDiTtOtJ 13.13 The Gontractor maybe entitled to an extension of the Contract `time (but no increase fi the Gantract Price) far delays arising from unforeseen causes beyond the control and without the fault ar negligence of the Owner, the Designer, the CMAR, the Contractor or the Con#ractor's Subcontractors as follows: a) Labor disputes and strikes that directly impact the critical path activities of the Master Schedule; b~ Acts of Gad, tornado, Etta, hurricane, blizzard, earthquake, typhoon, or flood that damage completed Work or stared materials. c) Acts of the public enemy; acts of the 5tate,.Federat, or local government in their sovereign capacities. d) Abnormal inclement waafher as defined in Article 13.44. 13.14 On any day that the Contractor considers that the Project is delayed by adverse weather conditions, the Gontractor shalt identify fn writing to the CMAR the adverse weather conditions affecting each activity, the specific nature of the activity affected, the number of hours last, and the number of and identity (by responsibility or trade) of workers affected and shall obtain from the CMAf~ viritten recognittan of the delay. The time for performance of this Contract includes an allowance far a number of calendar days which may not be suitable for construction Wark by reason of adverse weather. Tha Contract Tirne will be extended only if the Wombat of calendar days of adverse weather recognized by the CMAR exceeds the number of inclement weather days set farfh below, and the Contractor demonstrates how this adverse weather impacts activities on the critical path of the Master Schedule. __ Monfh Number of Inclement Weather Days January 7 February ~ 6 I~larch 7 Apri( 6 May 7 June 6 July ~ 8 August B September - 5 Uctaber ~ November 5 December 9 13.15 if the Gontractor believes that the progress of the Work has been adversely affected by adverse w_ Bather recognized by the CMAR during a particular month, the Contractor shall submit a written request for extension of time to the CMAR Such a request for time extension of the Contract Time shalt be submitted by the tenth (10th} day of the month fottow'sng that month in which the adverse weather is encountered. The request shall include, but is not limited ta, the following information: a) Detailed description of wee#her's effect an scheduled activities and ifs net effect on the critical path of the Project, and b) Weather records from the official waafher station nearest the Project site and records of actual observation as contained in daily reports, correspondence, or other documentation. GENERAL GOND1TlONS FOR CM AT RISK PROJECT 2$ of 42 .TUNE 2007 EDITtOi~l 13.1 ti The Contractor specifically recognizes that a delay by the Contractor in achieving any Completion Date can have the effect ofi delaying fhe Substantial Completion of the Project, or could force the CMAR to acceierafe the Contractor's Work or the work of other contractors. Such delay in achieving a Completion Date will necessarily cause. damages, losses, and expenses fa the CMAR, including, but not limited to and by way of illustration " only, liquidated damages payable to 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, lasses, and expenses may be recovered #ram the Contractor and, if the Contractor is bonded, its surety. 93.17 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 Agreemenf and a material consideration thereof. ARTfGt_E 14. CHANGES {N THE WORK 94.1 Without invalidating the Contract Documents, the CMAR mayT 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 oc Field Orders the Contractor shall .proceed with the Work involved. Ail 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 andfor an extension or shortening of the Contract T'sme, adjustments shall be made as provided in Article 14 andfor Article 15 of these General Conditions. 14.2 If possible, Work shall not begin on any change or alterafion 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 ad}"ustment 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 delay in the Work that might affect the Contract Price or Contract Time, the Contractor shall, if so directed by the CMAR in writing, nevertheless proceed with the Work, and any adjusfinent to the Contract Price or Contract Tlme shall be negotiated by the parties at a later date, utilizing the dispute resolution procedures under this Agreement if necessary. Any claim for an adjustment in Contract Prlee or Contract Time, if not defined in the Construction Change Directive, shall be promptly made in writing in accordance with the procedures de~~ned in Article 15,2 of these General Conditions. 14.3 The Designer, through the CMAR, may authorize minor changes or alterations.in the Wark not.involving change in fhe Contract Price or in the Contract Time.and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order. Such alterations shall not invalidate the Cantraot Documents nor release the surety. if the Contractor believes that any minor change or alters#'son authorized by the Designer entitles the Contractor to an increase in the Contract Price andfor an extension of Contract Time, the Contractor may make a claim therefore as provided in Article 14 andfor Article 15 of these General Conditions. ' 14.4 Except in an emergency endangering life or property, na change shall be made by the Contractor except upon prior written Change Order, Construction Change Directive or Feld Order authorizing such change. GEtJERAL CONDlT10NS FOR CM AT RISK PRt?JECT 29 of 42 JUNE 2JC7 EDITION -14.5 increases in the Contract Price and/or extensions of the Contract Time for addifiorial Work performed by the Con#ractor snail only be In accordance with a written Change Order ar Construction Change Directive signed by the CMAR. ~ The Contractor shah not be en#itted to additional time or to additional compensation for any Wark performed or material supplied which is claimed to have been authorr~ed ar settled by an °oral° change, or by a "constructive" ar "implied" change, or by a course of conduct, or by any action or non-action by the CMAR, or any other persons, or by any means whatsoever other than by a written Change Order or Construction Change Direotive for such Work or material signed by the CMAR. 14.6 Changes in the Work resulting from emergency shall not invalids#e the Contract Documents nor release the surety if the Contractor is bonded, 94.7 The CMAR shall not be responsible for verbal instructions which have not been confirmed in writing, and in no case shall such instructions be in#erpreted as permitting a departure from the Contract Documents unless such instruction is canfiFrned in writing and supported by a proper Change Ordet, Construction Change Directive or Ftefd Order, whether ar not the cost is affected. 14.13 if the Gontractor is bonded, the CMAR, in its sole discretion, may require that the Gontractor notify the Contractor`s sureties of any changes affecting the general scope of the Work or change in the Contract Price, and that the amount of applicable bonds shah be adjusted accordingly. !f 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 shah require written consent of the Contractor's surety. At the time of signing a Change __ Order, the Gon#ractar snail be required to certiry 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 Direc#ive and that a copy of the approved Change Order or Construction Change Directive vrill be mailed to ail 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 became due or payable until written evidence of the surety's consent to the Change Order ar 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 Gontractor shaft support ail requests far Change Orders with a de#aifed 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 demons`Jates specifically why an increase in construction time is needed. 14.90 When a request for a Change Order involves a Subcontractor, the Contractor shad provide quotation from same an Subcontractor's letterhead. The Subcontractor's quote shad fist materials, equipment, and tabor separately, and show overhead and profit in the manner providad in paragraph 94.9. ARTICLE 15. CHANGE OF THE CC1I~TRACT PRICE 95.1 The Contract Price constitutes the total compensation payable to the Contractor fvr performing alt Work under the Contract Documents. Ali duties, responsibilities, and GENERA!_ CONDtT1ONS FOR CM AT RISK PROJECT 3CI of 42 JUNE 2Q07 EDITION obligations assigned to or undertaken by the Contractor shah 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 adjusfrnent in the Contract Price shall be in writing. Written notice of any event, action, or rion-action which may became the basis of a claim shall be delivered to the CMAR within Three (3) days of the occurrence, or the beginning o€ the occurrence. of any such event, action or non-action giving rise to the claim. Such written notice is a condition precedent to the making of a claim, and such notice shall describe the basis of the potential claim with reasonable detail and clar'sty. A claim shat! be made in writing and shall be delivered to the CMAR no later than fourteen (14} days after such notice. The claim snail 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 ldentifieafion, and shad state the amount claimed and how it is calculated. if the Contractor, at the time the claim is made, fs unable to state the amount claimed with accuracy, the Contractor shall so state~and provide the estimated arnaunt and the basis on which the amount is to be calculated. At the earliest date practicable, but in no evenf more than thirty (30} days after Contractor's notice of claim, the Gantractor shall supplement the eiaim 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 exptanafions, arguments, data, receipts, experk opinions, or other documents or information as the Contractor deems appropriate to be considered in support of the eiaim. A eiaim may properly be rejected by the CMAR by reason of the Contractor's #ailure 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 so{ely at the discrefion of the CMAR} unless a claim is sa made, nor shalt 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 ©wner 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 Gantractor of its decision with respect to the claim within #hirty {30) days of its receipt, or of the receipt of additional documentation ar Information i€ the absence of such has previvusiy 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 shalt 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 GMAR`s decision initiate the mediation process as described in Appendix A to these General Conditions. 15.3 in determining the amount vi` a Contract price adjustment, the parties snail .apply the following methods, as appropriate: (a} Change in Wark: The CMAR and the Contractor shall negotiate in good faifh 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 Worm. Such Change Order shalt set forth the corresponding adjustment to the Contract Price. in the event the CMAR and the Contractor are unable to agree, the CMAE~ shat! grant an equitable adjustment In the Contract Price. (b} Emergency Work: In The event of emergency endangering fife or property, the Contractor may be directed by the CMAR to proceed nn a time and material basis, GENERAL CONDITIONS FOR CM AT RISK PRO.lECT 31 of ~i2 JUNE 2007 EDITION whereupon the Contractor shalE so proceed and keep accurate4y, in such farm as may be required by the GMAR, a correct account of casts together with, aft proper invoices, payrolls, and supporting data therefore. 15.4 Where the Gantract Price Is to be adjusted, the fallowing limitations shalt apply in de#ermining the amount of adjustment: (a} 4n the case of extra or emergency work, the Gantract Price shalt not be Increased by more than the reasonable, actual, and documented net cost of the extra or emergency work plus ten percent {10%) of such net cast on Work performed by the Contractor and five percent {5%} thereof on any subcontracted Work for overhead and profit combined. (b) to the case of a decrease in Work, the Contract Price shat! not be decreased by less Phan the'net cost of the deleted Work.ptus five percent (5%) of such direct net cost far profit and overhead. The term 'net cost' as used herein shat! include, as applicable, and sha14 be limited ta, alt direct labor, direct material, direct equipment, tabor burden, sales taxes, shipping .and handling charges, permits and fees, and insurance and band premium adustments, if any, attributable to the change. Ali other items of cast shall be considered as overhead and covered by the percentages allowed in sections (a} and (b) of this paragraph. The Contractor shall provide worksheets ar tabulations describing the method by which the direct net cost was calculated, and shall provide alt data needed to support the calculation of the d'srect net cost, a!t in a farm acceptable to the CMAR. ARTICLE 16, tlNFORESEEPt CONDITIONS 16.1 Should the Contractor encounter unforeseen conditions at the Project. site materially differing from those shown on the Drawings ar indicated in the Specifccatlans or differing materially from those ordinarily encountered and generally recogn'szed as inherent in work of the character provided for in this Agreement, the Contractor shall immediately, and in nn event more than three {3) days later, give notice to the GMAR of such conditions before they are disturbed. The GMAR shat! thereupon promptly notify the Designer and Owner and investigate the conditions. The Cfv1AR shalt as soon as practicable request that the Designer make such changes in the brawings and/or Specifications as the CMAR anti the Contractor believe are necessary to continue the Work, Any increase or decrease in the Contract price resulting from such changes she!! be adjusted in the manner provided herein far adjustments as to extra andfor additional Work and changes. The CMAR shall not be liable ar responsible for addttianal work, costs, or changes to the Wark that could have been reasonably determined tram any reports, surveys, and analyses made available far 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. G4RRECTION OF WORK SEI=ORE FINAL PAYMENT 17.1 The ©wner and the CMAR have the authority to stop or suspend Work and to order Wark removed or to order corrections of defective Work or Wark 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; ar other parts of the Workwhich have been found by the CMAR, the Qwner ar the Designer to be defective or not fi 2ecardance with the Contract Documents shat! be condemned and shall be removed from the Project by the Contractor, and immediately replaced by new Work in accordance with the Contract GENERAL Ct~NDtTlQN5 FC~R CM AT RISK PROJECT 32 of 42 JUNE 2007 EDITIdN Documents at no additlanal cost to the CMAR. Work ar property of the Owner or others damaged or destroyed by virtue of such condemned Work shall be made good at the expense of the Contractor. " Correction of condemned Work described above shall be commenced by the Contractor within twenty-four (24} hours after notice from the CMAR and shoe 6e pursued to completion. Should the Contractor fail to proceed" reasonably with the above-mentioned corrections, the CMAR may, three (3} days after the notice speetf[ed 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 became due to the Contractor. Condemned Wark removed shalt be the property of the Contractor and shall be removed from the PraJect by the Contractor within ten (10j 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 shalt be deducted horn amounts due ar 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 1$. COFtC2ECTkON OF WORK AFTER SUBS`CANTiAL COMPLETIOU; WARRANTIES ANI] GUARANTEES 18.1 No cerkiticate of completion by any party, FUa1 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 ar the Designer shalt relieve the Contractor from responsibility #or negligence, defective material or workmanship, or taiture to comply fully with the Contract Dacuments_ 18.2 The Contractor shall, at the Contractor's sole cost and expense, make alt necessary repairs, replacements, and corrections of any nature or description, interior or exterior, structural ar non-structural, that shalt become necessary by reason of defective workmanship or materials which appear within a period of one (1 } year from the date of Substantial Completion and acceptance of the Project by the Qwner; provided, however that notwithstanding the preceding, if any longer guarantee period is specified for any particular materials or workmanship under the Contract Documents, ar 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 shat! govern. 18.3 tf, withfi any guarantee period, repairs or changes are required in connection with the Work, which are rendered necessary as the result of the use of materials, equipment, or workmanship which are inferior, defective, or, not in accordance with the terms of the Contract Dacuments, the Contractor sha}I, promptly upon receipt of notice from the CMAR and without expense to the CMAR: a) Completely repair or replace the Work so that It conforms to the Contract Documents; b) Correct all defects therein; c} Make goad all damage which, in the opin[on of the CMAR or~the Designer, is fire result at the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract Dacuments; and GI=NERAL CQtVI~tTIONS FOR CM AT RISK PROJECT 33 of 42 JUKE 2007 EDlT1ON d} .Make goad any Work or material, or .any equipment ar 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 shali• restore such disturbed work, facility, premises or construction to a condition sattsfactoryi to the Owner, and shalt guarantee such restored work to the same extent as if it were Work under the Contract Documents. tf the Contractor, after notice, fails to proceed promptly to comply with the terms of the guarantee, the CMAR may have the ~ defects corrected, and the Contractor and the Contractor's sureties shall be tiabte far all expenses incurred. "Promptly" is defined as within twenty four (24) hours for systems necessary to normal operation of the building and within seventy-two (72) hours fior all other Items. All special guarantees applicable to definite parts of the Work that may be 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 s#andard guarantees or warranties which do not comply with the tune omit specified herein shall be extended by the Contractor automatically without further Taction an the part of the,CMAR. 18.4 .ln 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 far the purpose of identifying defective workmanship andlar materials. If the Gontractor, having been requested to da so by the CMAR, faits to __ participate-!n such inspection, the Contractor shall be conclusively bound by any decision or ruling by khe Designer as to any defective ~ivorkmansiiip or material and as to ~#he Contractor's responsibility for its repair or replacement. ARTICLE 19. CMAR'S RIGHT' TO DO WORK 19.1 lf, during the progress of the Wark or during any period of guarantee, the Contractor fails to prosecute the Work property or to perform any provision of the Contract ©ocumerformhor CMAR, after three (3) days written notice tq the Contractor from the CMAR, may p have performed that portion of the Work and may deduct the cost thereof from any amount due ar to become due the Contractor. Notwithstanding any action by the CMAR under this paragraph, all warranties and bonds given ar to be given by the Contractor shat[ remain in effect or shalt be given by the Contractor. 19.2 Should the cost of such action by the CMAR exceed the amount due ar to become due the Contractor, the Contractor and the Contractor's sureties shall be tiabte 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 Gontractor for signatures khe Contractor shalt submit to the CMAR a Schedule of Values. The Schedule of Values shall indicate the value of the Wark, including applicable overhead and profit, far each Division and section of the Project Specifications. The CMAR shalt 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 COh1Dl-1'IONS 1=0R CM AT RISK PRO3EGT 34 of 42 SUNE 2007 EDkTIOt•. prepared by the Designer shall be binding on the CMAR and the Contractor, i~a Request far Payment shalt be certified by the CIV#AR until the Schedule of Values has been approved by the Owner. 20.2 Not later than the fifth {5th} day of each calendar month the Contractor shall submit to the CMAR a Request for Payment for Work done during the previous calendar month. The Request for Payment shall be in farm of AiA Documen# 0702 (latest edition), or other published document approved by the CMAR, and shalt show substantially the value of Work done {including the value of material delivered to the Project or stared by the Contractor at another site, subject to the conditions hereinafter set forth} during the previous calendar month, and shaft sum up the financial status of the Work with the following information: a) To#al Contract Price, including any adjustment thereto made pursuant to the Contract Documents. b} Value of Work completed and materials properly stored fo date. c) Less amount retained. d) Less previous payments. e} Current amount due. t) Contract Prlee 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 stared materials* such ma#erials must be stared an 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 wrl6ng from the Designer and • Owner and under such circumstances as may be .required by the CMAR and the Owner, such materials may be s#ored in a bonded warehouse. Requests for Payment on accounk of stored materials shall be accompanied by patd', invoices, bills 'of sate, warehouse receipts, or other documentary evidence. establishing Owner's title to such ma#ettais, evidence that the stored materials are Insured against toss and damage, and such other documen#ation as requtred by the CMAR. Respanslbility far tFre quantity, quality, and condition of such stored materials, whether stored on the Owner's property or 'away from the Owner's properly, sliali remain wikh the Contractor regardless of ownership or title. No payment shaft be made on account of materials stored to a banded warehouse unless the Contractor has acquired written permission from the CMAR and the Owner for such storage of materials and has complied with alt conditions set forth in such permission regarding such storage of materials in a bonded warehouse. 20.x. Any Request for Payment received by the CMAR on ar before the fifth {5th} day of the calendar month shall be cerkifisd for payment or returned for re-submission to the Contractor on ar, before the fifteenth (15th} day of the calendar month. The CMAR's certification shad be for the amount which was requested or that which the CMAR has dec"sded was justly due, and shalE state in v~lriting to.the Contractor and Owner the reasons far withholding payment of any or al! of the amount requested. 20.5 The CMAR may refuse to certify ail or part of any payment requested far any of the following reasons: GENEftAt CONf3tTlONS POR CM AT RtSK PROJECT 35 of 42 .TUNE 2007 Et3tTlOt~i a} Refusal by the Designer ro certify or the Owner to pay a payment application by the CMAR for Work by the Contractor. b} Defective Wank not corrected. c) Suits, acfsons, ar claims of any character filed against the Contractor, or due to the opera#ians of the Contract6r, or information or notice that a suit, action, oi- claim will be filed ar has been made. d} Information or notice that a Subcontractor or a supplier has not received payment from the Gantractor. e) The balance unpaid of the Contract Price is insufficient to complete the Work in the judgment of the CMAR. t} Damage to the CMAR, the Owner or another contractor. g) Inability of the Contractor to meet a Completion Date, including an anticipated damages neacco dancelewith paragraphs 1 3.11 a~ndf13.12 itl~holtd SentGeneral Conditions. h} Failure to #urnish Submittal as required by the Contract Documents on a timely basis in accordance with the Submittal Register. i) Such other reason as to the CMAR may appear prudent, proper, or equitable. When ~graunds far w'sthhold'ing certification have been corrected or removed, the CMAR shah 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 ark ar 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 shall be paid by the CMAR on or before the last business day of the month, but payment shall not be past due if paid within fifteen (15} days thereafter. 20.8 if the Contractor's Work has progressed In accordance with the Master Schedule as of a target date rnutuafty agreed upon by the Owner, the Resigner and the CMAR, and the Contractor has provided to the CMAR the written consent of its sureties to the cessation of further percentage retention, the amount certified for payment with respect to subsequent Requests for Payment may, in the discretion of the CMAR, be one hundred percent (100°~} of the value of Wank 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; provided, however, that the aggregate of periodic payment-s shalt not exceed ninety-five percent (95%} of the Contract Price. gRTtCLE 21. FINAL PAYMlii~1Y 21.1 Final Payment shall not be due to the Contractor until Fnal Completion. 21.2 Upan Substantial Completion, the CMAR in conjunction with the Designer shall prepare and submit to the Contractor deficiency lists identifying aft portions of the Work which are JUNE 2007 ED1TtON GENERAL CONDtTtONS FOR CM A1" RfSK PROJECT 36 of 42 shown at that time to be incomplete or detective. Within thirty {30} days of receipt of any deficiency list, the Contractor shall complete and correct a!I items on That list a€ong with alt other Work required to achieve Finial Completion of the Work, At any time prior to completion of the period of warranty, the CMAR may submit to the Contractor suppiementat deficiency fist's, in which case the Contractor shall 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 alt claims by the CMAR except: a} Claims arising from unsettled liens or claims against the Contractor. b} Defective Work or materials appearing after Ftna1 Payment. c} Failure of the Contractor to perform the Work in accordance with the Contract Documents. d) As conditioned in the Performance l3ond. e} Claims made prior to Final Payment which remain unsettled. f) Amounks due arising under Articles 18 and 28 of these General Gonditions. g} Claims for recovery of overpayment based upon incorrect "rr-easurement, estimate, or certificate. 2i.~t The making and acceptance of Ffnal Payment shah constitute a waiver of all claims by the Contractor except those claims previously made in writing pursuant to paragraph 15.2 of these General Conditions and not finally resolved. 21.5 The CMAR shalt not be required to make Final Payment unless and unlit (i} the Designer has certifed based an the Designer's observations and information' that all of the Wark by the Contractor under the Gan#ract Documents has been completed in accordance with the Contract Documents, and (ii) the Work by the Contractor has been approved by alt federal, state and total agencies having jurisdiction. 21.6. The final Request.for Payment shall be identified on its face as such and shat[ 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. shalt be made by the CMAR within thirty (30} days after the later of (i) full and Final Completion of a1! 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; {Iii} submission by the Contractor of a Request for Payment identified an its face as final. AI~TtCLE 22. CONTRACTOR, SUBCONTRACTOR AND St.tPPLIER AF>~IDAVfT 22.1 The Final Payment due the Contractor on account of the Contract Documents shall 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 all payments for materials, services, ar for any other reason in cannecttan 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; {B} aff<davitsfrom each Subcontractor and supplier signed, sworn, and notarized to the effect that ('t} each such Subcontractor or supplier has been paid in toil by the Contractor for alt W ork performed and/or materials suppl€ed by €t in GENERAL COPlDiTlONS FOR CM AT RISK PROJECT 37 of 42 JUNE 2Q07 ED1TtON connection with the Project, and (ii} that aB payments for materials, services, and for any other reason in connection with the subcontract or supply contract have~been satisfied and that no ciairns or bens exist against the Subcontractor or supplier in connection therewith; and {C) the written consent of the Cantracta-'s sureties to Final Payment. in the event that the Contractor cannot obtain an affidavit, as, required above, From any Subcontractor or suppiier, the Contractor shall state in the Contractor's affidavit that no cialrns o~ liens exist against such Subcontractor or suppiier to the best of the Contractor's knowledge, and that if any appear afterwards, the Contractor shah indemnify and save the CMAR and the t7wner harmless for all costs and expenses, including attorney's fees, on account thereofi. ARTICLE 23. ASSIGNMENTS AND SUBCONTRACTS 23.1 The Gontractor shah not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the GMAR. Except as may be required under terms of the bonds required by the Contract Documents, no funds or sums of money due or to became due to the Gantractor under the Gontract Documents may be assigned. ARTICLE 24. MEASUREMEf1T5 24.1 Before ordering rnateriai or doing Wark which is dependent for proper size or installation upon coordination with building conditions, the Contractor shat( verify alt dimenstons and shat! be responsible for the correctness of same. No consideration will be given for any claim based an di#ferences between the actual dimensions and those indicated in the Contract Documents. Any discrepancies between the Contract Documents and the existing conditions shalt be referred fo the Designer by the CMAR for adjustment before any Work affected (hereby is begun. ARTICLE 25. CONTRACTOR AND SUBCONTRACTOR RELATIONSfitPS 25.1 Within thirty (30) 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 materiels or equipment fabricaked to ~a special design}.proposed for any and aii portions of the Work. The Contractor stroll provide this fist at this time even if the Contractor was required to submit a list of proposed 5ubcohtractors with the Contractor's bid. The CMAR shalt 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 it needs additional information to evaluate the persons or entitles on the list. Failure of the CMAR to reply within ten {10) days after the Contractor has famished aii required information shat( constitute notice of no abjection. The Contractor shall not contract with any such proposed person or entity to which the CMAR has made reasonable objection. 1f 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 shall make na 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, shall apply to ail Subcontractors as if they were khe Contractor, .and that the Subcontractors shall, by means of #heir subcontracts, be bound by aii the terms of the Contract Documents. 25.3 Payments to Subcontractors by the Contractor shat( be made in accordance wifh the provisions of N_C. Gen. Stet. X143-134.1, GENERAL CONDITIONS FOR CM AT RISK PROJECT 38 of 42 JUNE 2047 EDiTt(3N ARTICLE 26. USE 4F PREMIS)=S 26.1 The Goniraetar~shali confine apparatus, the storage of materials, the operations of workers, and the dispose! 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. ar configuration. 26.3 The Contractor shall enforce ail of the CMAR's instructions, tnctuding, but not Limited to, those regarding signs, advertisements, fires, and smoking. At2TICLE 27. CUTTIiyG, PATGHIE~tG Af~D FlTTtPIG 27.1 The Contractor shat! da alt cutting, fitting, and patching of the Work that maybe required to make its several parts come together properly and fit !t to receive or to be received by Work shown in or which can be reasonably implied from the Contract Documents. ARTICLE 28, DISPUTE R1~SaLUTION 28.1 The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and at! suits or actions to enforce, interpre#, ar seek damages with respect to any provision af, 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 porkies that no ether court shall have Jurisd(ction or venue with respect to such suits or actions. Appendix A shalt be a part of the Contract' Documents. Prior to initiating an action under this Article, any party to this Agreement shalt initiate the mediation process as provided in Appendix A to these General Conditions. 28.2 Any person ar firm that expressly or impliediy agrees to perform labor or services or ko 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 28. The. Contractor, by means of its subcontracts, shah specifically require !ts Subcontractors to be bound by this Article. ARTICLE 29. TAXES " 29.1 The Contractor has included in the Contract Price, and shad pay, a[i taxes assessed by any authoc'sty on the Warlc ar'on the tabor and materials used therein. The Contractor shalt maintain all lax records during the life of the Project and furnish the CMAR with a complete (!sting of ail taxes paid by tax'sng authority, invoice number, date, amount, etc. in a form acceptable to the CMAR and the Owner. The Contractor is required to maintain a fie showing taxes paid on the Project for three {3} years after Final Payment or tum said documents over to the O4vner for its files. 29.2 The following is a list of requirements to be followed by the Contractor in maintaining proper records and repotting the North Carolina Sates and Use Tax and Local Sales and Use Tax. The Contractor shalt comply fully with the requirements outlined below, in order that the Owner may recover the amount of the tax permitted under the taw. a) It shall be the Contractor's responsibility to furnish the CMAR documentary evidence showing the materials used and sales and use tax paid by the Contractor and by each of its Subcontractors. Such evidence shall be transmitted to the CMAR with each pay request regardless of whether taxes were paid !n That period covered by the pay request. GENERAL. GONtJITLONS FOR CM AT RISK PROJECT 39 or 42 JUNE 2t}Q7 EIgtTION b) The documentary evidence shall consist of a certified statement by the CoMraetor and by each of the Contractor's Subcontractors ind'lviduaily. showing total purchases of materials from each separate vendor and totai sales and use taxes paid to each vendor. Certified statements must show the invoice number, or• numbers, covered, and inclusive dates of such invoices. c) Materials used from Contractor's ar 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 30. OPERATION OF OWNER'S FACILITIES 30.1 The Contractor agrees that all Work done under the Contract Documents shad be carried on in such a manner so as to ensure the regular and continuous operation of the adjoining or adjacent fadlities. The Contractor further agrees that the sequence of operations under the Contract Documents shall be scheduled and carried out so as to ensure said regular and continuous aperat'soh. The Contractor shah not dose any areas of construction untl so -authorized by the CMAR. The Contractor shaii control operations to assure the least inconvenience to the public. Under aii circumstances, safety shall be the most important consideration. ARTICLE 31. TI-t1RD PARTY BENEFICIARY Gt.AUSE 31.1 it is specifically agreed between the parties execu#ing the Agreement that, with the specific exception set forth paragraph 7.24 of these General Conditions, and that exception only, the Contract Documents and the prov'ssions therein are not intended to make the public, or - --any member thereof, athird-party beneficiary of the Agreement, ar to authorize anyone not a party to the Contract Documents to maintafi a suit for personal injuries or property damage pursuant to the terms of pravis'sons 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 fumished• 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 t3Y THE CMAR FOR CAUSE 33.1 if the Contractor faits to begin ar complete the Wark 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 bVork, ar shalt perform the Work unsuitably or shaii discontinue the prosecution of the Work for three (3) consecutive days, ar if the Contractor shaii become insolvent, be declared bankrupt, commit any act of bankruptcy or insolvency, allow any finat judgment to stand against the Contractor or 'sts affiliated companies unsatisfied for a period of forty-eight {48) hours, make an assignment for the benefit of creditors, ar for any other cause whatsoever shalt not carry on the Work in an acceptable manner, the. CMAR may give notice in writing to the Contractor and the Contractor's sureties of such delay, neglect, or default, specifying the same, and if the Contractor within a period of three (3} days after such notice shaii not proceed in good faith and with reasonable speed to correct such delay, neglect, or default in accordance with such native, the CMAR shall have full power and authority, to the extent permitted by law, without violating the Contract Documents, to take the prosecution of the Work out of the GENERAt_ GONDlTiONS FOR CM AT RISK PROJECT 4D of 42 , ,TUNE ZDD7 EDiTi4N hands of the Contractor, to appropriate or use any ar 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 sole discretion and opinion shall be necessary or appropriate for the completion of the Work in an acceptable manner. A!4 costs and charges incurred by the CMAR in proceeding in accordance with the preceding sentence, including attorney's fees, and ail casts incurred by the CMAR in completing the Work shall be deducted from any amount due ar which becomes due the Contractor. if such costs and expenses incurred by the CMAR shall be less than the sum which would have been payable under Contract Documents "sf 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 fhe•Contraetor`s surety ar sureties shat! be liable to the CMAR far 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 later 'rt is determined that the-Contractor had not substantiagy failed to perform in accordance with the terms of this Article, then the termination wilt be considered a termination for convenience under Article 34. ARTICLE 34. TERMtNAT14N OR SUSt'ENSlON BY'IHE CMAR F4R GONVENiENCE 34. t The CMAR may, without cause, order the Contractor to terminate, suspend, decay, or interrupt the Wark 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 ar expenses to which the Contractor may he 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 Gand(tions and the Contractor's Construction Schedule and the • Master Schedule shall be adjusted in accordanae with Article 73 of these General Conditions. 34.3 The CMAR shall terminate the Work or portion thereof by wri#ten notice 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 In the event of termination by the CMAR under this Article, the Contractor shall be entitled •to receive the ieasanable and documented direct costs incurred prior to terrninatian, including the cost of materials purchased for the Work which purchases cannot be canceled ar which material cannot reasonably be used by the Contractor on other work, and the cast of ciasing down the Project 1n a safe and efficient manner, plus ten percent {t tl%} thereof far overhead and profit, subject to the following conditions: a} When the Contract is terminated before completion of alt items of Work, payment shall be made for the actual number of units or items of Wark completed at the applicable contract prices, or as mutually agreed for items of Wark partially complete. if a mutual agreement cannot be reached, the•CMAR shall have the aukhvrify to make such equitable adjustment as it deems warranted and the Pinal Payment shall be made accordingly. b} Reimbursement for organization of arty Wark and moving equipment to and from the 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. tf a mutual agreement cannot be GENERAL CONCiTIONS FUR CM AT RISK PROJECT 41 of 42 JUNE 2007 EDtT10N reached, the GMAR wilt have the authority to make such equitable adjustment as it deems warranted and the Final Payment will be made accvrdingty. c} Materials obtained by the Contractor for the Work that have been inspected and accepted by the Designer and that are not incorporated in the Work shall, at the request of the Contractor, ~be purchased from the Contractor at the Gontractor's actual cost as shown by receipted hilts and actual casts records at such points of dei'svery as maybe determined by the CMAR. d) Na payment shall be made by the CMAR to the Contractor except as herein above provided. No claim for lass of anticipated profits shall be considered or allowed. e} Termination of the Contract shall not relieve the Contractor of its responsibltities for any completed portion of the Wark nor shad it relieve its sureties of (heir obiigattan #or and concerning any just claims arising out of the Work performed. In the event of termination or suspension by the CMAR for convenience, the Contractor shall not be entitled to any other compensation, including compensation for last profit, lost opportunity, or any other direct or consequential cost, fuss, or damage. ARTICLE 35. MINORITY BUSINESS ENTERPRISE PROGRAM 35.1 The Contractor shaft at ati times comply with the latest edition of the orange County Minority Business Enterprise Policy. Ail documentation substantiating compliance with the requirements of this program steal! be del'svered to the CMAR as stipulated in the Contract Documents. A copy of the orange County Minority Business Enterprise Policy is Append'sx C hereof and is included in the Project Manual. ARTICLE 3ti. GENERA!. 36.1 If any provision of the Agreement shaii be declared invalid or unenforceable, the remainder of the Agreement shall continue in full farce 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 Documenks. END OF GENERAL CONDITIONS OF THE CONTRACT FAR CONSTRUCTION - CONSTRUCTION MANAGER AT RISK F:V.lsalorangecaunty\©r2nge County Library and Oiiiaa Complex General Conditions.doc GENERAL CONDITIONS FOR GM AT RISK PROJECT 42 of 42 JUNE 2C}07 EDITtON W U a w d x w C 4~ ~z ~~ U W z d O a w ~' ~ c u D dva ~. w ~ o o ~ U~~ u d~~ o +% .r m w d b v~ q d o w ~o d ~ d O m .9 ~,~ ~~ai o. a.: '~ o ~ m c v C ~ O °a`,~"•n 07 ;ao~ ~dro o'~ ~G ~ .... o ~ ~ a ~~~A d ri ~ti 61 CJ 0 .~ U a d ~ w° ,~ p ~ .E U E o .o . -. 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C bU 4. .~ m A. ~ ~ {i7 N m `+ N W O m W (y :d O b d O m m ~ m ~ p O ^• 8 c o4.~~ N.~ p..., ~o~~_~~~ R O ~• ~ ~ m ~ H ~m ~ '° m °~ o m ~ m b ~ C a~i m C ~° at at O m > O w a.U~°a°po w m m m t1 ,.~M' m ~ ~ A q w ^ `.' w ~ ',~ o A U E ~ ~ a, ~ m c ~Y ~~~ a o m U U '~ •~ v o ~ U w m w m ,C O p N p m V O a. °' ~ ~ w ° ~ ~ v m O U C~ m o '' J' v b ,m, 'O o k i p m o m u K m.ti r e°o`o ~ m o ~ a P ~ ~ ~ 0 p~ 3 ~ V ^~ ~ m ~ m m ~ ;~ F m n ° ~' ami m `~ a ,. ~.a~o°o~ ~.c: ° m ~• ~ u 'm eq a q ~ r3 ~ o C.p m mVp ,~~ ~ m m `° ~ ~ 6 ~ o. y ^~ u ~ ~ ~ 3" m V .fl G U v ~ ~ • w m ~Ww m w_.. a .~ „ r. _ ~ .,y ~. ~~ m ". v o v a3... ° ~o 0 m~ w~ 3 ~ u~ a~ ~ ~, o w ~ y ~~ H ~i m o .~ ~ g+ ,U p 3 o a m ~i ,~' ~~k~~° W ~-~~ o = ~ °~ m ^ '~ y' h m q d d W a Appendix B to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center The Resolute Bullding Company Spreadsheet Report ~ page 1 OCESC CD Final 7'1/26/2007 8:58 AM Phase Description GENERAL. CONDITIONS 1001 General Conditions SITEWORK 2106 13uildingllnL iSemotiGon 2150 Special Foundations 2520 having Asphalt 2800 Sidewalks 2830 Fences & Gates 2901 Site Improvements CONCRETE 3100 Farming 32D0 Conc.Reinfarcement 3500 Footings 3800 Slaps-on-Grade 390D Slabs-on-Deck MASONRY 4900 ' Masonry Items 434D Slock 4900 Biockfi8 STEEL 5100 Structural Steel FRAMING 6100 Rough Carpentry 6400 Millwork 6984 Rough Hardware WATERPRF R lNSUL 7100 WaterpraaBng 7500 Roafing,Roo# Mti T650 Flexible Flashng 7800 Caulking DooRS & wiNDOws $100 HM Frames, poors 8200 Wood DOprs $444 Storefront 8700 Hardware FINISHES 9240 Sheetrock 9300 Hard Tile. . Appendix B to the Contract between Orange County and The RESO~UTE~Building Company for Orange County Emergency Services Center The Resolufe Building Company Phase Descclptlan 9500 Ceilings 9600 Flooring 8900 Painting sPECIAL'TIES 10001 Specialties FURNISHINGS 12001 Blinds CONVEYING SYSTEM 14041 Etevatar PLUMBING 154D1 Plumbing SPRINKLER 15501 Clean Agent Sprinkler ELECTRICAL. 16D01 Electrical Spreadsheet Repart Page 2 OCESC CD Ff»al 77/26/2007 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 1=or Recruitment And Selection Of Minority Business are hereby made a part of #hese contract documents. These requirements shag apply to ail 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 (1 d°!o). The Bidder will provide documented proof in the form of Appendix C1, MBE UTiLIZATlQN COMMITMENT, that these goals have been met or exceeded; OR Provide Appendix C1, MBE UTILIZATION COMMITMENT, identifying the amount of MBE participation; and, pr'sor to award, upon request, who evidence of goad faith effort made prior to the bid opening #o meet these goals; OR Provide Appendix C3, CERTIFICATION REGARDING CONTRACTING PRACTICES, and upon request, informs#ian sufficient far the Owner to determine that the Bidder does not customarily contract work an this type.. project. tt 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: If ttte MBE subcontract goats are not achieved, the Bidder shall provide the fallowing documentation to the Owner. ..,, MBE Utilization Commitment (Appendix C1). 2. Documentation of the Bidder's good faith efforts to meet the goals set forth in these provisions {upon request prior to award). This documentation shall include an affrdavit that certifies that the Bidder has taken at (east five (5) of the following fen {10) good faith stops to procure MBEs, and it shou{d also list which steps were taken: Contacted minority businesses that reasonably could have been expected to submit a quote and tha# were knownto the CMAR ar available on these State or Local government maintained lists at least ten (1 d) 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, speci#icatians, and requirements available for review by prospective minority businesses, or providing These documents to them at feast ten (10) days before the bide proposals are due. . 3. Broke dawn or combined elements of work into economically feasible units #o facilitate minority participation. 4. Worked with minority trade, community, or contractor organizations identified by the Office of Histarica4 Underutilized Businesses and included in the bid documents #hat 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 banding or insurance far contractors. T. Negotiated in good faith with interested minority t~usinesses and did not reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on tack 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 parfiership arrangements wish minority businesses in order -tc~tnerease~ppar~un'siies-for-rrrinarity~bvsiness~partrcipatian~srra`(Sabl c col- nos ruc~ian or repair '- projectwhen passible. 10. Provide quick pay agreements and policies to enable minority contractors and suppliers to meet cash flaw demands. This documentation shalt 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 shalt 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. ©. Far subcontracts where an MBE firm is no# cans'sdered to be the lowest responsible sub- bidder, copies of quotes received from all firms submitting quotes far that particular subcontract. E. Documentation of any contracts, correspondence or conversation with MBE fimis made in an attempt to meet the goals. NOTE: tf fhe Bidder provides sufficient evidence (fisted in #A) that the goals stated in the contract documents have been met, or awards al[ subcontracts to MBEs, the documentation listed.in B will not be required. Upon being named apparent low bidder, the Bidder shall provide a t_ETTER 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 fhe Owner finds it to be in its best interestta do sa and award the contract. PR(7GRAM CQMPLIANCE REQUIREMENTS: All writ#en statements, certifications ar intentions made by the Bidder shall became a part of the agreement between the Contractor and the CMAR for performance of this contract. Failure to comply with any of these statements, certifications of intentions, ar with the MBE Guidelines shall constitute a breach of the contract. A fading by the Owner that any information submitted either prior to award of the contract or during the performance of the contract is inaccurate, false or incomplete, shaft also constitute a breach of the contract. Any such breach may result in termination of the contract in accordance with the termination previsions contained in the contract. it sha11 be solely at tfie option of the Owner whether to terminate the contract far 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 wdl 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 wi#h Minority Firms for work listed in this schedule, conditional upon execution of a contract with the County of Orange. Failure to fulfil! 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. 1. Contacted minority businesses that reasonably could have been expected to submit a quote and that were known to fhe 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 banding 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 busiress 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 SETTER OF tNTENT TO PERFORM AS A CONTRACTOR OR PROVIDE MATERIALS OR SERVICC=S SUBJECT: ~~ " (Project Name) ~-• ~~ ~ + TO: (Name of Prime Bidder) The unders;geed;mends to perform work;n connect;on with the above project as a Minority Bus;Hess En#erprise. The MBE status of the undersigned is certified by the State of North Carolina. The undersigned is prepared to perform the fallowing described work or prov;de materials or services in connection with the above project {specify in detail part;cularwork items, materials ar services to be performed or provided): at the faflaw;ng price: You have projected the following commencement date far such work, and the enders;fined is projecting completion of such work as foiiows: Praj ected Projected Commencement Completion ;terns Dafe Date Contracting at any tier must be reported and is subject to MBE compliance requirements. This form shall be used for MBE contracting at any leve;. date: (Name of Minority Contractor) By: APPENDIX G1 OR C3 Ml7ST BE SUBMI7TEQ WITH B1D APPENDIX C3 CERTIFICATION REGARDING CONTRACTING PRACTICES We, ,hereby certify that it is (Bidder Name) our intentto perform 100% of the work required for the contract. (Name of Project} In making this certification, the Bidder states the following: That the Bidder does not customarily subcontract elements of this type project, and normally 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' job classifications needed to pert-orm the elements of the work an the Project or a breakdown - of Bidder's entire work force which illustrates the number of employees in each job classification. - Name and phone number of the Field Supervisors forthese jabs. * List of equiprnen# Bidder's firm owns that has been used on previous projects. " Copies of Lease agreement for equipment that was (eased. The Bidder agrees fo 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 cer6ficat'ron 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 fior Orange County Emergency Services Center TABLE OF C®11~TE111TS 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 04$10 -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 Lauver Blinds 13916 -Clean Agent Fire Suppression Systems 13930 -Automatic Fire Protection Systems 14240 -Elevators Appendix D-Divisions of Work -. -~ .~.~__ Pagetof2 Appendix D to the Contract between Orange Caunty and The Resolute Building Company for Orange Caunty Emergency Services Center 15000 -Plumbing Systems 16040 -Electrical Systems End of Table of Contents Appendix D-Divisions a[ Work Page 2 of 2 'T Appendix E Page 1 of 22 to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center '`','~+ it~'i~~a`iY ~;'~ :lt:,~'~ November 30, 2007 Mr. Jeff Thompson LEDAHF, Inc. 123 Main Street Belmont, NC 28012 The RESOLUTE Building Company P.O. Box 3656 Chapei Hill, NC 27515 (919} 933-1000 (919} 493-1004 Fax (919) 493-3333 Re: Change County Emergency Services Center Hillsborough, North Carolina Subject: Guaranteed Maximum Price Proposal Submission Dear Mr. Thompson: 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, lnc. 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 Twa 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: Porn Jones, Orange County Kim Vrana, RESOLUTE H:~EXP~PRO7ECT510CE5C\GMP Proposal\1 - Covcr Letter.doc Appendix E Page 2 of 22 to the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center Orange County Emergency Services Center - GMP Proposal Gost Breakdown THE 1tESOI-UfE BUII~ING CAMPANY 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:IEXP\PROJECTSIOCESCWppendix E14-Cost Breakdown.doc *. g ~q a `~ a 0 d N t`+ 0 ~~ ~ U ~ U 'mCT, W Q LT. N Appendix E Page 3 of 22 To the Contract between Orange County and The RESOLUTE Building Company far Orange County Emergency Services Center I I i C O Q , __ O O Ii 4 A N N i ~ 10 ~ c . 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O O Qf 10 O O O O O ~ ~I' 'V O CO CO O h 0] 4 t~ 7 O) <t' O O , M W 4 O~ I V '~ N N ~ ~ ~ N ~jj ~ N O : ~ ~ ~ ~ `- ~ CV O ~ ~ (~ • N Cy N f+ O O • m r tom- ~ c0 1t7 CA Q) Itj r CV f7 t(') O O r i17 ItI tai M It f~ j t0 .- CV c t N O I O , N ' O I V'I r e{ CO CO N N m ~ • r ye r ~ to M 1 I ~ S I i ~ I •~ C - N ~ I I C O m o U m m ~ ~ r c• ~ c o ~ i l 0' F = in ~tf o o o _ rn -o c ? l + ,_ _ ~ c o ui V ~ z C: 7 . S (~ m O i~ G N O N IL O C U ~ N COI of C a+ N ~ ~ m m ~ m m m Nm c W m ~ ~ m ~ c d m v ~ C] ~ c ~ c a c ro c ~ ° ~p 0 U ~ m N N C W O ~ N W ~/ .i ~ N ~ m O N C A o ' W E ` C t6 C ~ J c c o m m c m w m o m w o V ` ~_ ~ N c m c m o m O . c ~ In V I c ~ r ,~: C s o ~ v c v c aI m E ~ v ' c ~ o v I ~ N O to c tL N o m o o t~ c a O N [i ~) Q 'O ~ C c N 'O C C CO m to C :- N N N C d j fn m N 2 = to N C O O . 'D G7 ~ W 0 U 0 U L ~ Cn ll.. > 7 Q • U LL N W L!) (~ J LL O Q . ~ _ ~ .~ m TG 0 0 a K LL O l F C o N ~a ~ n O 1- U m N u o U ~ m i ~ C U > > > > > G > > > I ~ > > > > > id ~~ CY 111 ~ c -, ~ c • o ~ F ,_ o y _ ~ ~ r m ~ -o m c a - U c {y ~'O o • a 0 0 0 i 0 000 ) ° o 0 0 0 oTa ~ 5 Z W ~ a > m m ' ~ ~ _ ~ ro ~ m ' E a ~ v E 5 E E E i c' c ~ ° t_ •~ m w • E m m m m m E ~ w m ~ m ~ w ~ cys ' ~ ` ` E ~ ~ E ~ ° ~ m ~ w o ~ ~ ~ c ' •c n to m '= ~ i a ~ ~ ~ a m ~~ ~c L~ ~ tC C La tn xa U t m a r an .c n c n - II- ~ ~ : t -~ ^ ^ ^ u .a t - . m ~ j ~ I I ~ ~ a. o f ~ I I I ~ I ~ I r N ... ~ : . ~ ~ N in i ~ ~~ a, 4 a '~ ~' 0 ~! a ~~ ~ U .~ U ~~ m q f!} Q 0 U C b C] 0 N t"~... • Appendix E Page 4 of ?2 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center , o I >: : O N N U N _ ~. ° Ln _ ~ I ' _ ~ ~ ~ ' m = F N ° to m E r. tp O ~ O t~ fQ (n p p ' ~ _ I n. d, = ° O ` - , r, o- ~ CT. - In m u', m - u~ ° m '~' > m >) a te n _' ~ ~ a n N m * a > m > m • -, m a ` ° ro m > m > m o '- o : > cu m ~ o > m m > m : - m m m m m ~ . ° n ~I ° ° ° ° ° ( o ~ Z u. o ~ , w •w z - m m a o -w w ~ wi , w an 'w o, w ao wo l w ~. ~ ~ . ~- I- ~ - ~• O {[~ O O M i F M . M O M - t M SS N h Q) Ql O'1 F O N W W M V N ' M M N W tD C 1f1 O N• W t° M CO O O N 1° N °~ 1~ G W l 'd' N M O cfJ' O t•- V' N y+ p °~ l"'1 4N1 ~y N t~D V~' a ~ N M M r r 'd' 'c!' fD M _ M i ~ w 3 W __ W N i I a , ~ ~1 O m O • O ~ O ~Y M . V ' ' M N. (Q > C:') V 0~ c0 O c G 7 7 O 4!') O OF • • w ~ m N ~ N ' `~., O M N M M O ° N ~ M N I ` _ ; q In ~ M ` i ~ ~ W ~ I ) ' 4 ~ I Q ' + I I ° ° •o• u°~ i°a °o : ~ ~ o o 0 o 0 o o o o a o a o o o o a o o a oo o o o o 0 o 0 0 • I' o I n O V , , tn~ I O r 4'i l td If'1 ~"7 0] If7 tt) ~C) V ~ ' d' t tt7 ~C1 I m N t m ~ N O N N N N' n- h N N ~ • ( II 0. ~ i I 4 i I ~ I I ' S + , + 0 ~ 1 .r _ ~ • M' f` • • N u0i tC1 7M ICi ~. N N• ' ~ M ~° .M-' 1 i NI ~ i RS G W d M . C r N I l ( ~ ~ 1 ~ O p O • • ' • • • i• 1 O O O O N 'M ~ 0 47 0 tn 0 0 0 0 0 0 ~ , O ~ O O W W N O O O O~ •-OI ~ It W r" M ( W ~ r ` !n ~ O~i W' 1 M I O N i O O W ~ I I , ~ .- L i I l O. (d ~ .` ~ ~ N I ~ ~. . ` ~-. o , , ~ ~ M M N,rn rn ' ' , : , o w rn w m . O N, O~ M W l ~ L L' , ~ .~ ~ l o ~ i N O O. 0 0 0 O `- ~' O O O i 0 0 0 O O L ° ° ° ° ° I ~ V ~ 1 1 co m w o o w J ~ .~' r.. C N ~ N I ~ = N N U N N S' S .._. .._. ._. mI 0, ~ , U ° U ~ fA U ~A = N~ NI VJI (7 l 3 Q N O iw N V7 O O t0 O • N N h ~ M M O O O 'd' N 0 t0 0 W 0 N. •-` C4 G) O O O CO 0 0 I M °3 t~ t° M M M Q O 7. O I C O O N (° M r M M N A r M V ~• ! ~ 00 ~ r C O: O 1 °7 CO M ~ co O L1 G? O O T A M O NI ~`'~ M M O N~ CV N' M ~ N 00 ~ ~~~ ~ OI y... 6 . t + '~ x I , ~ . ~ • I ~ ~ ~ ~ ~ , ~ _~_ :~ io , >_ I O . I (/~ . Q fA fn I ~ ( C7 L7' C rn ~ O O O m' u .o . c ' m . E c ~ o rn rn ° '~ gy E c C ~ d is ~ ~ ._~ '.. E d, W (a _ ~ ~ . ~ ~ 5 ~ 5 5 'o° . m c c c °1 Tami l m rn a, •° p' m ~ ? U, . c m l €• ~ ~ v` ~ y ~ M I m ° ~ S , i i i u'i u i o ' ~° •° -°. ~ ° ° ~ ~ ~ uj `m c ~~ _ ° 4 N _ cv' N V' ~ U O m W " I ~ N o G -m ~ l r 'c u t <f u d' sY _ V o ' _ ` I c •- ~ IL i I°L 1°L l rn v, ~ y U V ~ , O' O i O O ° O ° ~ m ~° ~ ~ 'y U" ~( v 7 O m I ~ m U Q , o. Y va otf c m a ~ ~ m ml ~ ~ = m m ~y r a i ri t at ri at M ~ M 3 w r o o o m m v m m CL ~ ~ U U I U J u . u _ O L~ ~ . m m = m m l 'o' cA ~ Q x ~ m 3 m ~ ' c E ~ U ~ ° ° U ~ > ti < ~ - ` ` - - ` - . v _ ~ ll- ~ > > > m m ,., m c c _ ~ H U' ai ~ a I : w ,c U ° c ' N 3 m v •~ m ~ Z u ~ - - m c o ' v a m ~ m o m a m n . is m . n - . m 0 I ~° m o c~ 3 3 0 -o o ~ .~ o .Q co m • c c° o ~ .° NI ~~ ~ c ° m ar - ~ ~ ' in m c ro 'o ~ o~ m ' . o m °1 . m m , m . m m •c o~ t° ' ~ 4 aS W x ' W o 0 ~ ~ 0 0 li tL o tt as tq m m N W f m A > V' ~ tt U Y (t iv tJ! c n IL 4 . I. L (A V7 U tt. S ~ U ~ ~ ~ ~ ~ ~ ~ (~ u . 0] S W . . ~ I I ~ ~ .G o I c ~ ° ~ ~~ ° I a ` o c 1a l a N o M o c ° !~ N . N I N N ( M ~ ~' ro ~ 0. n o° N e- Q) _ ~ fi Lt, ~ U W Q Appendix E Page 5 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center C O O ' : • Q' O c ' ~ C O O ~ • ~ ~ m 'm0 y r (O ~ N ~ ' ` N Q ~~ ~ p c t m 2 p 1 rn m E o o ~ m m E a o E m o o o ~' o ~ ~ m o o ff' o ~ N ~ m o l D .1 >,. a ~ • ~ ~ o •~ m m $ ~ m ' n o a ~ ~ o m a v m m . a i m m o. p v o ~ o m c o ~ i ~' J N W J rc' Q 111 J ~ Q ~ J ~ V L W J .~ Q J ~ ~~ ~ a ~ _ ' [O m O 10 N O tD O CA O M N M rn M !~ OI 1~ N O O to p O t+ ' N O 07 N. N~ L0' 1.01 t~ 11~~ tD O N N S • ' O V' m h W W 0 It7 h O N N N O M C'~1 ~ M W CD N N~ N ~ N l0 N r N r er N m t 1 11 4] k7 t0 L0 h~ I q O _ r t r 1 I I y,~ O p O ~O , ~ ' ' N ty N N N O r ~ O 01 W st CO .- f• <!' N LO M Ol 1 0 CD Qa M r O [•'i N O O N ~!' N d' M M t[7 O O ~ ~`? ' I ' . ~ ~ V' rl ~ - r {I ~" ~ ~ N N M1 I .G O a ~~ I , ~ i •- ° • Y ° '~ 0 0 0 0 0 0 0 o O. o 0 0 ' 0 0 0 O ' 1 ' ', m o o I o ri• t0 v 47 ~ l0 v II1 v N O v v Il] -c O o 0 co 0 o 0 ci O ci 0 o 0 0 0 o ~ 1 ) ~ I ~ o v o 0 0 0 0 0 1 i ~ y ~ ~ i 1 ~~ a I ; I ~ 1 II O ~ • ~ 1 I ! I CD lf7 O . O M ' ~ M 6) M h O) h! N• M 1~ M M O O N; ~ ~!' M O N ~ CD. O• N• M r ' 'ct' N NI 7 10 d" 10 M O C7 O O h O M ~ M 0) CO t~ N~ t~ ~ ~ • CD : O Nor N h. CD .^ W N r c}• N CD 7 4'1 M' M, A CD h•1 .•~ N U7 M ItJ I N ~ O ' I r I e~ e~ r N M r ~ O r I r ~ E ' 4 , O. O O O ' 1C7 O ~ O ' 10 10 10 ~ N ' N N' ' N' ' N V' N, 1' ' N '7 1~ ~'~ O O 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O ' O O O 0~ O O O~ O d O r o O O •^ O h V O O. D r11 O t0 o CY V 2 •N' ~1 N V ` 0 • ~ ~ 0 , V' (D f0 tD tD W CO . I O N ti O U) ~ u3• V 0 0 ri In ' O [ C~ f P i ~ a c r m m 07 a7 0 W O: O ) . I~ r N. •` r O) V r I ~ N O O tD O Q. i ~ ~ d ~ i I ' I 1 ~ I 1 f 5 :. i~ I 1 1 Y + + ' ' •F/t L C .O O , ~ ~ ~ ~ I i , ' O O I_~~ `o m 1 I ~ ) r ' I ' I c i ~ •~ I . ~ A I ! I - . ..t .. 1 " C v a ~ m m m m 0 0 0 0 m ~ m m m . ~ • ' ~ o a !~ m n E a EI a .n E E t0 o v c v N o m m m m a m m m m .c v o o o 0 "~ . CD ' 'q' O O M M O O M M ~ O [r M M M M Imo- N CJ i 0 07 m M. a~ M I M 10 07 O) O Q) Ol O ~ 0 ` W 0 0 0 0 M D1 M 0) O N `7 N V' M 0 O 0 0 O 0 O CO O CD' N I f`- O• •- '' ~j r N Cj hN C7 t~ Cp N O CO tD OC N • ao W N) p i h s! r CV l0 O [+'9 ~ b7 ~ ~•' C I :O O. O ~i O O ~ M V 7 tl' ~ M M N p ' 1~ N ; C ' C D V : V I I Y I t . n i I I U i ( I 1 I i ' ' O r. O Y Y I m ~ i +' Q '" o y t m m ~ m E E crn c m l = . ~ ~ O Y C I I m U m m 0 Y~ m ~ I V C) N N V ~ O L 7. ' i • _ _ C ' ' O W O U! m Z p , m ( ~ m ` O D c c O c GD [O : EO O O c D c Q ~ O ~ N ~ m O c E E' E d Q ~ ro , c o m m Y~ ~ `° ~ ~ ~ E ~- E O u m 4II rncn f0 cn Y v Y v .Y v a c C 0 m 0 m ~ ° m m ,~~. w . o _ i° m U m E 0 ov O) O v•o `' .o w v1 m 4 c • o m . _ 0 0 0 0 _ x c E E v1 an d m L ('} 111 ,,. c ) m ccu m (!? f ] ~ ~ C m a a 0. ~ .~ N m ~ L ~ ~ O d - L ~ IL 4 11 ~ ~ Z t 7 ~ Q-' ~. a C O m . y O m V [ O E ~p ' m I 81 N O • ' G ~ O• O ~ r2 O T m c U O m m U f4 m ~ V N m U l U C~6 m N A N y0 ~ Y ' Y U U Y • U . . Y U , m m •~ D D W ~ •rO i ~ ~ U m, ~ t ~ G r ~ • N _ NI N N A ~ V t y m a Cj O . .i N r J: ~ O m _ . ` L o V Y W W ~ . lL 1L tL ~ . , 7 C O Y v O O O O C C O D W (, ~ ' 1 O Q~ f Q J U ~ ~~ }~ CV NI N iG o m CG o ~ N C L E• ~ m ~ r O o `o O O O O a . . v •- i O ~ . = . . •- t 1: .- O - • m r m n o m m m m m m ~ ~ L y ~ ~ ~i ~ O ) F - • F•- I E..: }- u> c~ a cn ~ a u O . c~ 7 i v1 ~ ~ i ~ c~ v c. > m m m . v1 w • u 1 m . u 1 ~ ~ m ~ w m o o ~ ~' N CA m t7 in v>: LI. ~ . a• o. . a. a ~•- ~ I 1 ~ ' 1 I ~ ~ ~ ~ ) I m ) ~ l ~ I I~ I~~ M ~ M I ti ` ~ r ' I ' . : 1 ~ - , v ~ a. ~, °° a fV 0 ~~ L a Ci i ~ ~ _ ~L ~ U ~ U Q Q fi t6 C •+~. y f11 Appendix E Page 6 of 22 Ta the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center y !L 'r N ~. O C C• cI ~ .° N W '~ r t0 qS IL' N ~ C C ro N N 2 N N~ ,.L °~ F m J C S rg ~ -~ ¢ d l ~ Q I`~ O i 0 O O O O O. O O 0 o7' M ' O ~ t~ ' ~ O M 0 0 ' ° 0 O O N ~ 0 0 0 0 0 0 0 O o O ° O ° ~ r `O <°o~ °m °v o~ ~°n cp m' o o r n ' i A m ' ~ I u ~ 'i o O _ lC ~ } h N Oi N h N N o w C I ~ ~ Q ' I I} ~ I ~ O ' rn M ~ O O tin O + tf7 ~ ' u O I, ' '-' • O a.Y V ) N I m r . - I N ~ M O ( O C1~S h- O • ~ N I Q ~ I O , ~ ~ • O p : O O O O ~, ~ + 00 ~ , ' Q1 G7 O ~ O • ~ [A u N Q ` I O~ O ~ o •~ O. V ~ ' h t I ~ N I I I N N I I ~ M• OI ! Q N N ~ ~ , , 1 ~ O N l1') N c0 ( O N; ~ t~ N ' ~a .; __. m o O 0 O 0 O 0 O~ 0 O ~~' N N' o O : ~ ~ ~ ; (~ ` 7': I O O ttj ( O Ci n ~ I O •L C 9 , O N ` O V' ivy ' O I O ) a I ~ l N t m I ; I ' ~ ~ i a./ 0 0 0 0 0 0 N N N N '• t 0 in N r ~ I t o ' I • i • a - °o °o °o ~ ; ~°o o' ry N : ' ~ ~ ' ~.. d o o ui I ui 0 0 i ~ fa CO • W N ~ ' ! ~ ~ n I J - I ~ ~ N I 0 N 1q d l N N m ro C9 N ro) N N W N N N N N N N N N ~ d 61 ro m l ) ~ Q 0 0 0 . 0 O O O O . 0 0 O . • I 0 0 0 0 O O 0 0 O O O O I 0 ~ O 0 O 0 O 0 O 0 O O O ' O h . O N 0 O 0 ' O 0 a1 O: r 0 0 ~ O 0 O O 0. O 11. O j ~ C7 r O O r 0 ' j N O r O <}' ~ t0 V' C~7 r t! r hl M r 0 C+1 07 01 1~ lf) fV l r r% i r l 4 ~ ' { : (O O O) I I N Q1 • I I ~ ~'•y I ' ~ , ~ ( I E m j I ~ T :t I ~I ~ ~ G o J ' IIN ~ v O c LL Q *~ cy5 = `o ~ .a I c w ~ ~ ~ o l Z c C7 i ~ ro ° ~ ' > ~ y N~ m~ o o~ ~ 4 ' G E m o c o '" ~ ` w O ro ~ . ' '' r E v m 3 ~ d ~ . ~~ O o ~ cn w -° ~ ~ N 1 LL ~ c ` . °o ~ y ^ ~, °o ~ ~ • t ~ 3 ro a `m ~ v '~ m y ~ ~ L .•'m u ~ ta f ~ .o ~ d ~ , O O c c o c c= d o ' C °~ L s c C ~ I (! +a ? ~ + r ~ r s r 0 O L' o oo o =~ . ^ = ~ o ~ o = ` ~ m ~.c a o I (~ m W O c O ~ Y a ` , 1= f Z 6 'K - i O LLI 4 Q O • ~ , O C ' D + Q i N N N f0 ~ O m y~ F+. . ` v ~ O 2 Z L Y 2 = Q 0 O ~ a C C ~ ~ O C O d' (~ CV CV W 'd' ,~', z _ ._ t~pp O ro ~ 0. w- i~ • C O ~ { O > 9 L K ~ w 4 U . ~ a lL LL _Y Y Q V - ~ 1 O • O - c0. m ~• X X= X X~ N ~ ~ .7 c O O O ' - 3 ~ '. ~ O 4 ca N I. i t O O K U U O m ~ Q ~ r N ' in W N N 6 Q O i O n O: O O N iV m N N 0 C . N• N ' ~ O ~ ct M D J .O J th ~ _ ~ +' _ O ~ ~ 0. O O ' ~ , LL ` 1 T ~ tO ~ 6 ~ ~ 0 4 0 ' I > :+ ~ l 0. Q. U ro U Q Y Y c C C G .~" ~ ~ _ C V~ ~ to C 1J f 1 C 1 ~ c h t7 T. LL c = S I I I ~ I I = a o o ) I o o a a ° . I n u ~ 0 u 0 l I 0 ( °o p 0 ~ I ~ O 0 ! l en I v K , f ~ c n I h .~ ( i 1 ~. I t + rn w ' w . ~I m j ~~ o~ 4 a~ v 0 ~~ ~~ ~ U ~ W ~ O L Q. C Rf Q U ~.~.. 0 d a Appendix E Page 7 of 22 To the Gontract between Orange County and The RESOLUTE Building Company far Orange County Emergency Services Center G t I , I ~ ' v • c Ci °~ o m c m~ c O m 'y m c ~ c E 3 3 I ~' 3' in ~ • ¢ ~ D ~ 4 U ta d to Q t = Q dd tp O . O 40 ,E O ~O ; j O ' ~ ~ V' O O O O O: tOt) pOj m M N h Lp ' ~ O t! N : O O O t7 M O' AO' Ri ~ N tD N LC J p ~ N M N P- V' ~ O i M O VN' N .1+ d. • N f7 ~ t I . . a, Y ~ . ~ . o~ N O + o N ~n n ' , Y pO u) a 00 N ~ t~ . O : cn f`'> o O, ~. C Q1 ~ N d , O I m i N N N 4 ~. ~ ch O, ( ~ N . ~ y ~ "' E ~~Q ~ ~ ~ ~ I ' o . O o y iri t o o O ~ M °o. rn m N ~I ti o0 m o: V ~ N ' , N O O i. N N N i~ .a• O' ~ r ~~ O ~ P c• -. ~ o ~ : , N cy' ~I n. ~ • ) I l I ' II 1 I 0 ~ f I ' 1 I _.! ~ ~ N C d' 1 ~ ~ ( I d ' mo .. SO ~ a t ' -'-1 ~ ~ O O f Y ~~ • I I ~ ( I I m ~` ~ i ; ' I I ~, ~ w ~ c ' ~ ' - ~t ~~ . ~ Q ' i 1 ~ ~ ~ , . ' ` ~ ~ ~ t ~ i I I ~a ~ ~ 1 I 1 I I • w ~ N N' ` ~ W y ~ ' y ~ N ~ W N N fp ~ ; A N N I N ~ N ~ ~ N) ~ ~ t17) ~ f0 ~I~. ~ N U1 N (~ °o ~' .> ~ = °o' rn °o o °o , °o °o °o 0 0 0 °O, °• I I °• 4 I o m ( o• o I Q a , ~ O N w m I ( I O I I i h 1 ~ ~ 1 : ~ y ( i I c ~ a ~ cra ~ W ~ ~ E ~) I o I ~t = ~ . ~ ~ ~ ~ y a y I I i~ ~- ~., v E m U ~ ro • o v° d ~,cs ~ h ~! ~ ' C .` ~ i~ c ~m N ~ . _ ' in tll a°i ' a ci > > ~ ~ Q c Q CL D ' c 'c ~ o Q ~ N , • m ~ ~., W a w > y `m c ' m Z a~ m ~ ~ ~ . N J ~ ~ ~ . (/ ~ Y xs' c ~ ro .o ~ .a a J w ~ ° o N, ~ ~~ N 3 ~ y . .o _'~ I C ~1 ~ ~ aci o ~ E ~ ~' N W T a v ~ t;~ m l i rn = N I a+ w , = N m P c~ c ct r n a . a ' r ° is m m ~ a ~ i w -~ i ~ ¢ m to Z 3 t! > J .. ° .. . 1 o to ~ : c o u = , ~ '¢ ¢ U _ "~ ~ U ~ (~ r'n I ~ ~., m w (_ ' ~ ~ (n v .~ c w, c r . U W _ ~ • ~ m 'C J O '>7 Z ~ ~ ~ a E ~ ~ c ~ Q V "t U `= v' S W ~ I 2 s is as U m y. o m es ~ m l "m l N c '~ m o m A o c ~ C . ~ ~ •~ 0. m v ~? m o L. N m ,~ m t c m ~ . ~ _ c $ Q U m W . m W J ~ 0. ~~ ~ d' ~ : 0. V~ U m U .7' Z 7 Z . • ~ • tlf -~ ~ ~ c W ul W ~J I L ~ ~ ~ i 'S ~ S U N U ~ W u_ A. d N to ~ F it. ~ ~ I ~ -I} v) V. t II , I('_' I I : ~ S CL. O O I I 4 I O O I ~ : O O tt I . 9 C o tt} O O! to i ~ r O O O I a - O N i r O Si ' e ~ I • ~ • ~ ~p I ( O 140'i - O COP I 1 '~'-' N ~ . C7 ~ ~ ~ ~ ~ ~ ~ i , ,n , I a - r 1 r r t l : ~ 1 c, ~ a `' 0 N L`O a Appendix E Page 8 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center O o ~~ ~~ 0 4 0 w o ._ ~ ° tC ~ ~ "' O h- Q 0 r °o a. C ~ ~ ~ .C O i O Q Q. Qy v o o a 0 "' m r ' p I j fC G '~ ~ N O tW9 ~ Q V ~~ a. ; a L .~ U ~ N t/9 , ~ U . ~. c ~ L ~ ~ O Q. l0 ~ J Q a ~ i ~ a l C Ll, O V CF C a' .~ m m ~.. 0 y C! C I3 ca m d °o, O ill O a i V N d Q d N L a h ~a ~~ a `-' a ti 0 0 <- 0 Q. ttf C ~ U N ~ V ~ W ca V i ~ ''^~^. v• Appendix E Page 9 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center (q ttS Gl w :,.. N Lti rn M Q M In CO O' o N °~°- arnD 1 S Q'! tf) M •- CO O r .~Q ~ .G J ~ [nOr NoJ O 't1 Ncom<rtirs a~ A N ~ ~ r ~ r o N m"o dQ N U7 p~ ~ qu-~ w~ ~ o ~~m ~ c~oQ ~ ~~~_~ c a`~i~ o ~U m U ~ ~a 0 0 Z c ~~ N 'O O] Ot h ~ H ~ N ~- N r ~ r"t. W ~ W N u. Appendix E Page 10 of 22 to the Contract between Orange County and The RE50l.UTE Building Company for the Orange County Emergency Services Center Orange County Emergency Services Center - GMP Proposal Unit Pricing me aesourre sunnu~ conwanir .. .~~_ _ 71!30!2007 Orange County Emergency Services Center Value Engineering Options Item Description Amount Status Adjustment Tatal 1 Base Bid $ 1,232,257 $ 1,232,257 2 Add Alt 1 -Replace exisiiing windows wish Insulating Glass $ 23,785 ~;;i~;tiTrft„~".,~ $ - $ 1,232,257 3 Add Alt 2 - Replace existing window with Polycarbonateitaminated Glass in Room 203 $ 25,850 .iif:~?:~i~~t?~ iii ` $ - $ 1,232,257 and Insulating Glass in the remaining windows. 3is':si?~ ~~':€`:'•`•~"'s`~: `'':`.'.':: 4 Deduct for Electrical Fxture package substitution with equal fixtures. $ (8,867) l ~;I~E~~ltd,,)~t~s~ ' ' $ - $ 1,232,257 ~~~ '':i: •2~~ai~~i s( 5 Deduut for using MC cable instead of EMT. $ {3,000) `= ~~i?:t)ltT~3`~ $ - $ 1,232,257 8 i3is_=1~~,f;{~tig':~€ $ - $ 1,232,257 7 ':,ii~~t~L~fl~~; ~~; :iiEE,i<ii::i,ic.?doiiiiiitiii>: Fi ..... .... .:. ............. $ - $ 1,232,257 8 ~:: s;6~P:;r3f1`l~CCi~~'ri ::::.... $ - $ 1,232,257 g _~~~~~";i5; $ - $ 1,232,257 ~~~el7iliiTi~_s' - $ $ 1,232,257 10 ~ 11 _k;i~~i~i71iT"~:;?~~t: -- $ - $ 1.232,257 ~Perida?~i~`:! ..,. Is;iiiL~~r~as ::::::.:..... $ - $ 1,232,257 ...:.::::::::::rt:s:s ~t~W:r;;.: 11b ::!'sf;~'~~tlit); :~ _ ~~.ii $ - $ 1,232,257 _ :~ ;•. 12 I~ ~_,j9E1{i~l[f~' $ $ 1,232,257 13 i` `_i(?~Ctll#Ig, ~ $ - $ 1,232,257 Total $ 1,232,257 H:\EXPtPROJEC7S10CESCWppendix E1[OGESC Final VE Chartxis]Detali 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 Orange County Emergency Services Center - GMP Proposal Allowances THE RESOLUTE BUILDING COMPANY 11 /30/2007 The foNowing Allowances have been included in the estimate. No. Allowance Description Amount ~ . - -~ Provide Two (2) Helical piers with 10k capacity at footings 2 Hardware Material Only __ 3 Hardware Installation _ . ... 4 ~ Provide Handicap Main. Entry Door Operator . 5 Provide Interior~Signa~e _. .. 6 Provide HVAC System ._ _ 7 Entry System ._ _ _ 8 Entry System Electrical Wiring .. __ $ 5,000 ~ $ 21,000 $ 10,000 ~ ~ --~ $ 3,500 $~ 500 $ 300,000 $ _ 27,aoo _ $ 5,000 Nate: "Provide" Allowances listed above include furnishing and installing and should be considered a "turn-key" budget amount. 1 of 1 28 - List of allowances Appendix E Page 12 of 22 to the Contract between Orange County and The RESOLUTE Building Company for the Orange County Emergency Services Center Orange County Emergency Services Center - GMP Proposal Alternates THE RESOLUTE BUILDING COMPANY 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 Alternate Description Number Replace Existing Windows with Window Type 2 as shown an 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 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:1EXPIPRO.IECTSIOCESCtAppandix E12C -Estimate Alternates ADD or Alternate DEDUG7 Amount ADD $ 25,959 ADD $ 27,995 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 '~' Orange County Emergency Services Center -GMP Proposal Proposal Criteria I THE RESOLUTE BUILDING COMPANY -1 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 3. 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 far adding scope into the project or for unforeseen ar 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 ar 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 Propasa{ 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. I H:1EXPIPROJECSSIOCESC1Appendiz El6-Proposal Cdterie.doc 1 Appendix E Page 14 of 22 To the Contract between Orange County and The RESOCIlTE Building Company for Orange County Emergency Services Center ~~V~E Orange County Emergency Services Center - GMP Proposal Proposal Criteria THE RE60LUTE BUILDING COMPANY -yl- - I 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 reasons} beyond the control of the CM. 1t). 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 far material or labor. Refer to the Proposal for included allowances. Division 1: General Project Criteria 1. 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 intertere 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 slang 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. 8. The Proposal has excluded permanent utility usage casts, including but not limited to, telephone, Internet, electricity, water, steam, sewer, chilled water and gases, etc. H:1F~CPIPROJECTS\OCESCVtppendix E\6-Proposal Cdleda.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 ''' Orange County Emergency Services Center - GMP Proposal Proposal Criteria THE RESOLUTE BUIU~ING COMPANY 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: Siteworic 1. The Proposal is based on the Owner removing and / or relocating all equipment, furnishings, ar 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 aver 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 14k capacity as shown on the contract documents. Division 8: Doors and Hardware 1. The Proposal includes a $21,000 dollar Hardware Material Allowance. H:1EXPIPROJECTSIOCESC1Appendix E\8•Proposal Cdtetia.doc Appendix E Page 16 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center Orange County Emergency Services Center-GMP Proposal Proposal Criteria THE RESOLUTE BUILDING COMPANY i 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 ali engineering and design shall be provided by the Uwner. 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. ~._... _._..... 4 -~----- _.....- H:lEXP1PROJECT510CE5CWppendiz E\6-Proposal Cdteria.doc Appendix E Page 17 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange County Emergency Services Center ®L~~ Orange County Emergency Services Center - GMP Proposal Proposal Crlter[a THE RESOUJTE BUItA1NG COMPMfY 6. The Proposal includes an Allowance of $27,QQ0 for Entry System Equipment. 7. The Proposal includes an Allowance of $5,QQQ for Entry System Wiring. H:IEXPNROJECTSIOCESCWppendiz Ei6-Proposal Criteria.dx 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 Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY DOCUment LISt 10/17/2007 Discipline [D Document Description Cover G001 Cover Sheet ~~~ ~ _ 0002 Building Data Sheet 6003 ~ Life Safety Plan Date Revision 10/26/07 -- 10/26/07 _ 10/26/07 Architectural A001 _ _ Demolition Plans _ .. 10/26/07 _ ~~ ~~~ ~ ~~~ ~ A101 _ First Floor Plan _ ~~ 10/26/07 _ _ A102 Second Floor & Roof Flan _ 10/26/07 A110 .._ Ret1ected 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 Lobby _ d Section through Addtions an 10/26107 8500 _ _ Door & Frame Schedule 10/26107 _ A501 HM Frame Details, Window Types _ _ 10126/07 _ - .. .. A520 Room Finish Schedule _ _ 10/26/07 . Afi00 Casework Elevations & Sections Schedule 10/26/07 i A601 Enlarged Plans Casework Elevations and Sections 10/26/07 S101 Foundation Ptan _ 5201 _ Framing Plans _____ ___ _ _ 5301 General Notes Fire Protection FP-1 Fire Protec#ion 1a26ro7 __ 10/26/07 10/26/07 10/26/07 - Plumbing P-1 1st Floor Plumbing Plan P-2 ~ 2nd Floor Plumbing Plari P-3 Water Heater Detail echanicat M1 Mechanical Summary and Schedules M2 First Floor Mechanical Plans M3 Second Floor Mechanical Plans M4 Mechanical Schematics ~ u~teru 10!26!07 ---..._-10128107 __ 10/26/07 ~~~~10/26/07 10/26/07 .. .._ __ 10/26/07 .__._ 1 of 2 Appendix E Page 19 of 22 to the Contract between Orange County and The RESOLUTE [3uilding Company for the Orange Gounty Emergency Services Center Orange County Emergency Services Center - GMP Proposal THE RESOLUTE BUILDING COMPANY Document List 10/17!2007 Discipline ID Document Description Revision Date Number Electrical f`1 Notes and Schedule _ _• 10126/07 __ 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 10126/07 __ __ ~..:-.'-.::r..T.-:.-1:i:»C»r.. 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Specificatians ,:; i: : :: : : : ?, f • { > : a{{{~. {{s ~ ~ , ,; ~ : : :;:; , : ~ ;,; , ; ; , ; : ,;, :, ~:: ~:~::~ -: • ~ •• Carley 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 RESOLUTE Buiiding Company for Orange ~~ ~ . ~ v • :. • Z ; O p Z 0 O 0 ~ :: F ~ ^ O E m : p :~ U: M O~ W ¢ N .. N ':. ~ . ` ~, - • . ° .; ~ ~ : '14c ~' :: ~ m E ' _______. i.._. ___. __-_._.._____ 1L N tII z - ~o CV :.. ~ = ~.. p m • m m ~ ~ Q : •. •• ....._.._. m-Q..._ . ._. .... _..__._ _ .. . ~ •.__ ___ __-..__. __ _ ... .._._._.._ ... .._._ .., °: ~ c ~ a ~ o ,__ - - .._ o. .....__.... .__... _. .. --E--- t 4K i G N N: O ~ . C m O ' O ' C m tJ O . C . m '~ m f~1 ~ . T CL C E Ql 'O , . ~ ~ m .:~ rtWi. ~ O N ~ ~ ~ ~ ~ ~ i~ C 07 U ~ E ^ N ~ Q C -m.. D . ... .._..- :r. 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CO 01 Qi ~ O r ~ a.~i an Appendix E Page 22 of 22 To the Contract between Orange County and The RESOLUTE Building Company for Orange •I w : {~ - u s • ~ z " ~ a a o i . .: ~ .~ z' i • ~ A • ~ N ~~ + N _' ~ i I ~, N y. . •.. .. •c ~ N: d m ~ E' ~ ~ , ~ ~ a . ~ . t. c G,c c J i Ui to <L D 0.' 0. 01 Z .~ O _U Q 4 U C U ~- N O • N f ~ ..: ~ N :o : C V a~.d : •a ~ V b a ~ i j ~ ; :, _ i c 7 tl1 ~ ~ .E d ~ e w,0. ' ~ 0 m; G ~ ®.v m ~ N m i2 ~ a. O N Q E O) O+ d7 •• m J lL , ~ ~ uJ ; E E : a ^ ^ p .' ~ '. i E ~ ~ ~,, ~ r n E E m x c ' ~ u m + .. ~ ~ c ; O ~ U3 N ~ ¢ ~ N c ro E o.o ~~ c ~~ c ~O ` . ~ ~ ` ~'~ a n o ~ m'm - c i`m a _• •~ . , o .~ > . ._._ ... ....- ---__ ._._.. __...---- ._......_.._........_~. ... ... .. _.._._ . . .... ~...._ N `o` er. . • . i 7R~i /Q Y K ~ •:. " ~ • i ww,, ~ W • + ~ ' i + W ~ ., ~ " ~ , i i ~ •. _ • t .. i .. i._ .,_._ ~ Q / ~~ II V f T ,G N• W W 0 0 W 0 W i CO i W 0• O~ O W 0 d0 0 W 0 N 0 GA . W 0 0 W O :`:_;i '':•C= 06 00 0.0 CO O ~D . 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