CCA Document No. 51998 [= IB oO CANADIAN STANDARD CONSTRUCTION MANAGEMENT CONTRACT FORM BETWEEN OWNER AND CONSTRUCTION MANAGER PROJECT: Bzojact Title ‘CANADIAN CONSTRUCTION ASSOCIATION Copyright 1968CONTENTS Articles of Agreement Article No. Page No. Senvces and Responsibilities aa 1 Construction Management Team a2 2 onstruction Manager as Agent AS 2 Scope ofthe Project Aa 3 Contract Fee AS 4 Reimbursible Expenses 6 4 (Own Forces Work aT 4 Payment ne 4 Rights and Remedies ny 3 Receipt of and Addresses forNotices §—A10 5 Law of the Contract aM 5 Language of the Contract a2 5 Prior Negotiations, Representations or Agreements M3 6 ‘Suecessions ta 6 Discounts, Rebates and Refunds AAS 6 ‘Appendix ‘A’ ~ Reimbursible Expenses i Definitions 8 General Conditions. GCNo. —PageNo. Documents 1 1" Construction Manager's Services 2 4 = Pre-Construction Phase 22 "1 Construction Phase 23 13 = Post-Construction Phase 24 15 > Aditonal Services 25 45 Trade Contractors 3 16 Owner's Responsibility 4 16 Delays 5 7 ‘Owner's Right to Perform Contract orto Terminate Contract 6 7 Suspension, Abandonment or ‘Termination by Owner Without anadian Construction Assocation Cause 7 18 Caneehker Sect Suei00" "Construction Manager's Right ‘tana, Onto Terminate Contract 8 19 Kap see Changes inthe Project 8 18 Applications for Payment 10 20 Disputes 1 2 Assignment 12 2 Patent Fees 43 2 Waiver 14 2 Indemnification by Owner 16 22 Indemnification by Construction Manager 18 2 Insurance 7 2‘CONSTRUCTION MANAGEMENT CONTRACT AGREEMENT BETWEEN OWNER AND CONSTUCTION MANAGER. ‘This agreement made this dayof danuazy inthe year by and between Name and address of Omer hereinafier called the “Owner” and Name and address of Construction Manager herainafr called the "Cansiniction Manager” witnesses: thatthe parties agree as flows, ARTICLE A SERVICES AND RESPONSIBILITIES. {@) The Construction Manager agrees to provide the services set forth in GC2-CONSTRUCTION MANAGER'S SERVICES (6) The Owner shal be responsible forthe development ofthe design ofthe Project and has retained Name of Consultant hereinafer calle the “Consultant” The Consultant's services, duties and responsibities shall be as described in the Agreement between the Owner and the ConsultantARTICLE A2 THE CONSTRUCTION MANAGEMENT TEAM (2) The Construcion Manager, along with the Owner and the Consultant, shal form the “Construction Management Team,” ich wil work from the. commencement of th Pre-Construction Phase through to. completion of the. Post-Construcion Prase fer a. period. of Weeks / months (the “Centact Time") and shal strive to achieve Substantial Performance of the Project by the dayof January inthe year (©) The Construction Manager shall provide leadership tothe Construction Management Team on all matters relating to consttcion, Construction Manscancnt Team ARTICLE AS THE CONSTRUCTION MANAGER AS AGENT (2) The Construction Manager represents that he is knowledgeable and experienced in the manage- mento tne type ot consructon required for the Project. The Constructos Manager acknowedgos {hat he is being retained by the Ouiner because of his knowledge and expertise n that regard. (b) The Owner appoints the Construction Manager his agent o actin his name in accordance wth the terms ofthis Agreement and Tor the purpase ot tne management ofthe construcion of the Project osetibed in ARTICLE At SCOPE OF THE PROJECT. (ca $= 1988 2ARTICLE A SCOPE OF THE PROJECT ‘This Contract provides for services in etc ena dan nating» C1 Siam asc ofa ie sence nnn efARTICLE A-S CONTRACT FEE (@) The Owner agrees to pay tre Construction Manager as compensation for his services a Contract Fes of dolars 6 ) in Canadian funds eamed as follows: (1). For serices performed curing the Pre-Construction Phase, a fee of olars 6 ) payable atthe rate of oars 6 ) per month (2) For services pertormed during the Construction Phase, a foo of ollars 6 % (@)_ For services perforned during the Post-Constuction Phase, a fee of Soliars 6 ) payable at the rate of oliars 6 ) per month. Payment ofthe Contract Fee shall be made in accordance with the provisions of ARTICLE A-8 PAYMENT and GC 10-APPLICATIONS FOR PAYMENT. (©) The Contract Fee shall 2e subject to adjustment as may be required in accordance withthe pro- Visions of the Contract Cocuments ARTICLEA6 — REIMBURSIBLE EXPENSES In adelon to the Contract Fee stipulated in ARTICLE A.5 CONTRACT FEE of this Agreement, the (winer agrees to pay the Construction Manager forthe Reimbursible Expenses he incurs as defined by APPENDIX A’ To ths. Sgrooment In aozordance with ARTICLE AS PAYMENT and GC. 10: BPPLICATIONS FOR PAYMENT ARTICLE A OWN FORCES WORK The Construction Manager may, subject to the Owner's approval, perform work with his own forces. “Such work shall ‘be’ performed in accordance. wih the terms of his” Agreement The Owner shal pay te the Construcion Manager the. cost of such work plus a fee being er cont of hat cost aden to all other amounts payable Durstant to this Agreement. For the purposes ofthis provision, cost of he work shall include ana be limited to those tems set foth in APPENDIX A’ -REIMBURSIBLE EXPENSES to this Agreement ARTICLE AS PAYMENT (@) The Owner agrees to make monthly payments to the Construction Manager in Canadian funds on account of Rembursble Expenses incurred fo date, the applicable portion of the Contract Fee famed a descrbed In ARTICLE A-5 CONTRACT FEE of ts Agreement, any work performed Greely by the Construdion Manager pursuant to ARTICLE A-7 OWN FORCES WORK and for ‘Adaiional Services In acovcanee wth GC 2.5(0) If the Owner falls fo make payments to the Contractor as they become due Under the tems ofthis Contac, of In" an award by arbivation or cour, interest at per cont ( "g) above the prime rate per annum as ofthe date payment ecame due on such unpaid amounts shall also become due and payable titi payment. Such inferst shal be calculated an added to any unpaid amounts monthly. rime rate, forthe purgcses ofthis Agreement, means the lowest rate of interest quoted by The ‘Royal Bank of Canada fom time o time inthe City of ° the most eredit-worthy borrowers for prime busines loans, ARTICLES A. RIGHTS AND REMEDIES (e) The duties and obligations imposed by the Contract Documents and the rights and remedies Avaliable thereunder shal be n adtion to and not a substitution fr any duties, obligations, rights [and remedies otherwise avaiable by aw, (©) No axtion or failure to att by the Ouner or Construction Manager shal constitute a waiver of any Fight or duly afforded ether of them under the Contract, nor shall any such action or fur to act Consttute an approval ofor acquiescence in any breach thereunder, except as may be specically ‘feed in wing. ARTICLE A410 RECEIPTOF AND ADDRESSES FOR NOTICES ‘Communications in wring oetween the parties shall be considered to have been received by the ‘Sddressee on the date of deivery if delivered by hand tothe individual orto a member ofthe frm orto {an officer of the corporatior for whom they ara intended or If sent by post or by telegram, to have eon delivered within fie (©) daye of the date of maling, dispatch or delvery to the telegraph ‘company when aadressed a follows ‘The Owner at Strect and Hukbey end postal box suinber iif appiiGable, post ortice Sr district, province, postal code ‘The Construction Manager at 4200, 2950 Parsons Road NW gdnonton, Alberta 76N 152 ARTICLE At? LAW OFTHE CONTRACT “The law ofthe Place of the Project shall gover the interpretation ofthe Contract. ARTICLE A412 LANGUAGE OF THE CONTRACT \When the Contract Documents are prepared in both the English and French languages, its agreed that in the event of any apparent discrepancy between the English and French versions, the" apsas language shall preva “This Agreement i drawn in English atthe request of al parties hereto; camaro etedpe en ang aa dese partes cones sant Kite Conn scr hv ba paraded Bt apes of Cas,ARTICLE A413 _ PRIOR NEGOTIATIONS, REPRESENTATIONS OR AGREEMENTS ‘This Agreement supersedes all prior negotiations, representations or agreements, either written or ora ARTICLE A414 SUCCESSION ‘This Agreement shall enure to the benefit of and be binging upen the parties hereto and thei respective nev, legal represanatives, successors and assigns ARTICLE A415 DISCOUNTS, REBATES AND REFUNDS {All eash discounts shall accrue tothe Construction Manager unless the Owner deposits funds with the Construction Manager with urich to maka payments, of makes such payments diecly, in which case the eash clecounts shal accrue to the Osiner All trade dscourts, rebates and rafunde, and al ratume ‘tom sale of surpis materials and equipment applicable tothe Project shall accrue to the Owner, and the Construction Manager shall make provisions so thal they can be secured In witness whereof the partis hereto have executed this Agreement under their respective corporate seals ane by the hands of thei oper officers thereunto duly authorized SIGNED, SEALED AND DELIVERED Inthe presence of Owner CONSTRUCTION MANAGER, Yescor construction initas ebort D Walker, vice mecident NB" Where legal justo, ea pace, or Owner cr Canstucton Manager requtoment cas fr proot of ‘auhoriy to exocute this docuret roof of such authori inthe form ofa cetbed copy ofa esnuton naming the person or porsons in queston as utheied sign the Agreameon er and on half f the corparation oF parership,paes Io tis Agreement should be atachodAPPENDIX REIMBURSIBLE EXPENSES ‘The folowing items are the Reimbursible Expenses refered to in ARTICLE A-6 REIMBURSIBLE EXPENSES and the cost ofthe work forthe purposes of ARTICLE A-7 OWN EORCES WORK ofthe fararnt ar shai bo at tn proving me ocaly of te Paco of te Proc neat wih he ‘ror consent of tho Owner: (a) wages and benefits pald for labour inthe drect employ of the Construction Manager inthe perfor ‘hance ofthe Project under applicable collective bargaining agreements or under @ salary of wage Schedule agreed upon by the Owner and Construction Manger (©) salaries, wages and benefils of the Construction Manager's personne! in whatever capacity em ployee: salares, wages and benefits of personnel engaged at shops, or on the road, in expediting {he production or transportation of materials equipment, for that porion of thee jime spent on the Propel selaries, wages ond beneits of head offes or oer personnel, as are indicated below, for that prion of tir time spent on the Project; (6) contributions, assessments or taxes incurred during the performance of the Contract for such ffemg as unemployment nsuranee, workers’ compensation, Canada or Quebec Pension Plan and the Construction Rlanager’s employee benefit lan, Insofar as such costs are based on wages, Salaries or other remuneration pad to employees ofthe Construction Manager and included under ‘paragraphs (a) and (0) above (@) the potion of travel ard subsistence expenses of the Construction Manager or nis ofeers or ‘employees incurres whie raveing in dscharge of duties connected withthe Project, {c) the cost of al materiale, products, supplies and equipment incorporated into the Werk, including ‘costs of ransporiation én storage thereof, (1) the cost of materials, products, supplies, equipment, temporary services, tities and facies, and hand toos not owned by the workors Including tnsporation and maintenance thereot, which aro Consumed inthe performance of the Contract, and cost less salvage value on such lems Used ‘ut not consumed: which ramain the property ofthe Construction Manager, (0) rental costs of all tos, machinery and equipment used in the performance of the Contrect, \thethor rented ifom the Construction Manager or other, including retaliation, minor repairs and replacements, smarting, removal, wansportation and deivery cost thereof, (7) deposits ost {the amount of all subcantracts; ) the costs to the Constructon Manager that result from any Trade Contractor's insolvency or faire to perform (%) the cost of qualty assurance such as independent inspection and testing services;(1) charges levied by authoties having juridltion at the Place of the Project {m)royaties, patent licence fees, and damages for inkingement of patents and costs of defending ‘sults therefore subject aways to the Construction Managers obligation to indemnify the Owner pursuant to paragraph 12.101 GC 1: PATENT FEES: (0) premiums for al bonds and insurances which the Construction Manager is required, by the Eoniract Documents, to purchase and maintain (o) taxes ane duties rotates tothe Project for which the Construction Manager is lable other than tax ‘on income payable bythe Construction Manager, (©) losses and expenses sustained by the Construction Manager for mattrs which are the subjoct of the insurance coverages oblained pursuant to GC. 17 INSURANCE. when such losses and expenses are nol recoverable because the amounis are in excess of collctible amaunts, win, {he deductible amounts er are not insurable (2) ergs for telegrams, ese, ste telephones, cour series, expessoge, and ply cash (0) te cost of removal and disposal of waste products and debris; (6) costs incurred due to emergencies affecting the safety of persons or propery: (legal costs, ncured by te Construction Manager, arising out of the performance of the Contact (e) costs incured by the Construction Manager, with the Owners permission in expediting the reject- 80 work oF the warrany work of Trade Contractors and costs incutred by the Construction Manager in correcting defects or deficiencies in the work undertaken by his own forces and fepaiing damages resuitng thereftom elther curing the. course of construction or the warranty Period except those arsng from a negiigent or wiful act of the Construction Manager, (©) the cost of fnancing the Project in accordance withthe method determined by the parties; (w) the cost of auciting when requested by the Owner, (3) the cost of computer time and usage in accordance withthe method determined bythe partes; (0) such other costs directly incurred by the Construction Manager inthe performance ofthe Contract including the folowing: Itis the intention of the partes thatthe tems referred to herein shall cover and include any and all costs nd contingencies incurred by the Construction Manager in connection wih the Project.DEFINITIONS “The folowing Defntions shal apply to all Contract Documents 4. The Contract “The Contract Documents form the Contract. The Contract is the undertaking by the parties to per. form thelr respective dates, responsibilies and obligations a5 prescribed in the Contract [Bocuments and represents the enire agreement bebween the pates. 2. Contract Documents “The Contract Documents consist of the executed Agreement between the Owner and the Gonstrction Manager, the General Conditions of the Contract, Supplementary Constions, Befnitons, spectiestons, drawings and such other documents a8 are sted in ARTICLE At ~ SCOPE OF THE PROJECT including amendments thereto incorporated betore the execution of the Contract and subsequent amendments thereto made pursuant to the provisions of the ‘Contract and agreed upen between the partis. 3. Owner ‘The Owners the persor frm or corporation identified as such in the Agreement and is referred to throughout the Contract Documents as i singular n cumber and masculine in gender, The fxm Gungt means the Owner oF his authorized agent or representative @s desgnated to the Consttuction Manager r writing. 4. Consultant “The Consultant isthe parson, fim or corporation identified as such in the Agreement, and is an Zrenitec or engineer losnsed to practice In the province or tefory of the Place ofthe Project td oreo troupout he Gonact Doin 9 sgl in number and rascolne 6 {gonder. 5. Construction Manager The Consivicton Manager is te person, ft or corporation dentifod ox euch in the Agrsemont and s elered fo throughout the Contract Documents as # singular in number and masculine Gender. The term Corattucion Manager means the Construction Manager or his authored Fepresentative se designated tothe Owner in wring 6. Trade Contractor |A Trade Contractor is a person, frm or corporation having a direct contract withthe Owner 10 perlorm the Work. The etm Trade Contractor referred to throughout the Contract Documents as FF eingular in number and masculine in gender. 7. The Project ‘The Project means the total construction and related services to be managed under this Contract cof which te Work s 2 art. 8, The Work ‘The Work means thal portion of the Project performed by a Trade Contractor or by the Conetnition Manager erect using own forces. 9. Place of the Project “The Place ofthe Projects the designated site or locaton of the Project.10.Time “The Contract Time is the time stipulated in paragraph (a) of ARTICLE A-2, ay means calendar day. Working day means days other than Saturdays, Sundays and holidays which are observed by the ‘onstruction industry in fhe area of the Place of the Project. 11, Substantial Performance ofthe Project ‘Substantial Performance ofthe Project isthe date when the total construction contemplated bythe Project fs sufcienly complete In accordance wth the Contract Documents 412 Total Performance of the Project ‘Total Performance of tte Project is the date when the total construction and related services contemplated by the Project have been performed fo tha requirements of the Contract Documents 43. Changes in the Project Changes in the Project means addltons, deletions, or other revisions to the Project within the ‘eneral scope of the Contract‘THE GENERAL CONDITIONS OF THE CONSTRUCTION MANAGEMENT CONTRACT (Horeinater referred to as the General Conciions) Gc 1 DOCUMENTS 414 The Contract Documents shall be signed in duplicate by the Owner and the Construction Manager, 1.2 The Contract Docurrents are complementary, and whl is required by any one shall be as binding as if required by al, C2 CONSTRUCTION MANAGER'S SERVICES 24. The Construction Manager wil parform the folowing services in each of the toe phases escries below but doing $0, he assumes n0 responsibilty nor offers any experise wih ospec to the design of the Project including any and all architectural or engineering aspects ‘which shal be te responsibilty of the Consultant and Owner. 22 PRE-CONSTRUCTION PHASE 22:1. Consultation During Project Development: ‘tend regular mestings win the Construction Management Team during the ‘development of conceptual and preliminary design and. preparation. of working Srawings Io acvise on site use and improvements, selection of materials, building Systeme. ane equipment. Provide. recommendations on constuction feasibly, Svallabity of matorais and labour, time requirements for installston and construction, and factors ‘elated to cost including costs of alternative designs or materials, Preliminary budgets, and possible economies, 22.4.1. Roqusint the Ouner and other members of the Construction Management ‘Team wn te about conatbons applicable fer te duration of te Project. 22.1.2 Assist in providing laison and co-ordination among government authorities, uly companies, and other authorties having jurisdiction over the Place of the Proeet 2.22 Planning and Scheduling: Propare, for the Owner's reviow, a preliminary master time schedule, folowing consultation wth the Construction Kanagement Team, incorporating the sequence and {ming of the required basic program decisions, including design te. documentation, bid call, bi ovaluatons, vade contract awards and on-ste construction actives. 22.2.1 Montor and, if required, revise and update the protiminary schedule as the ‘esi proceeds. 22.22 Finaize the master time schedule forthe Owners approval, and, necessary, estimate. the manpower requirements, Break down this. schedule into Inahiduel networks for each phase of the Project whare necessary showing the sequence and timing Yor the main consirction operations and. the milestone completion operations and the milestone completion dates for the ‘ancus pases. 2.2.2.3 Recommend any equipment or materials which should be pre-ordered to mest the master time sohedule cease2.2.3. Project Constuction Budget: Prepare a Project budget as soon as major Project requirements have been identified, ‘and update periodically forthe Owner's approval 22.3.1 Propare an estimate based on a quantity survey of drawings and specications at the end of the Schematic design phase for approval by the ‘Constructon Management Team as the Project Construcion Budge 2.2.32 Upsate and refine his estimate forthe Owners approval as the development ‘of the drawings. and specications proceeds, and advise the Construction Manegement Team i it appears that tne Project Consition Budget wil not be mst and make recommendations for corrective action, 22.33 Evatate possible allematives as the design proceeds, in order to permit the seledion of the mast economical materials and methods that wil satsty the Gesign concopt, and the schedule. 22.34 Establish a cost contol program and prepare a projected cash flow for the Project. 2.24 Coordination of Trade Contract Documents: Review the Sawings and spesticaions as they are being prepared, recommending ‘allerative. salutons whenever design etals affect constuction feasibly ot Schedules 22.4.4 Make recommendations to the Owner and the Consultant regarding the vison of Work inthe drawings and specifications to Relp faciitate the bdaing ‘and awarding of trade contracts, allowing for phased constructon, taking into Consderation such factors as time of perfomance, avalabllty of labour, ‘overlapping trade jurisdictions, and prowston for temporary faites. 2.2.5 Construction Planning: Pian and arrange for supply of temporary services and site facies including but not limited to offeo eccommodation and supplies, site Rosrdings, access, storage areas, temporary power and ighung, wemporary eriiosures, heating, draiage ark water foclites, job offices, jOd secuy. matorais and personnel hosting facies and fcguipment, safely measures, access slars and ladders, protection of fnishes and ontinuous cleanup, 2.2.5.1 Review withthe Consultant the drawings and specifications to eliminate areas of cect and everoping nie Work to be pefomed by the various Tad ontactors, 22.52 Review with the Construction Management Team the construction insurance ‘eods forthe Project 2.2.8.3 Make recommendations tothe Constucion Management Team with respect to the bonding of Trade Contractors. 22.54 Assemble all bid documents for the solstation of competitive bids for Work to bbe parormed by Trade Contactors. Arrange for the advertising of such bid calls and prepare the necessary prequaliicaion ertora 2255 Analize the bids received ond recommend awards to the Owner. Once ‘wats are approved by the Owner. propare the rade contracts for execution. 225. Assemble the trade contract documents for all successful Trade Contractors ‘Chock winere required that all bonds, insurance policies, and. workers ‘compensation cerficaes are provided.22.5.7 Assist the Construction Management Team in obtaining all approvals, permits, ‘and Icenses required for tho Project. 2.2.58 Assit the Owner to arrange for legal surveys ofthe Project. The Construction ‘Maneger shall be responsible forthe maintenance of base ines and levels but “Trade Contactors shall be responsible fr detalod setting out of thei work. 23. CONSTRUCTION PEASE 2.3.1 Project Conta Monitor the Work ofthe Trade Contractors and coordinate the Work wit the activites {and responsiltes ef the Owner, Consultant and Construction Manage 2.3.1.1. Maimain @ competent fulltime staf atthe Place of the Project to coordinate ‘and provide general divesion of the Project and progress of the Trade Contactors of the Project 2.3.1.2 Establish on-site organization and lines of authority in order to carry out the ‘vera plans ofthe Constructon Management Team, 23.1.3. Establish procedures for coordination among the Owner, Consuant, Trade Contactors and Constrution Manager wit respedt 10 all aspects of the Project and implement such procedures. 2.3.4.4 Schedule and conduc progress meetings at which Trade Contactors, Owner, Consultant and Constructon Manager can discuss joilly such matters as procadures, progress, problems and senedulng 23.4.5 Provide regular monitoring of the schedule as construction progresses, donify potential variances. Between scheduled and probable completion Gates, Review schedule for work not started or incomplete and recomment {0 the Oumer and Trade Contactors adjustments In the schedule to meet the provabie completion date. Provide summary Teporss of each montring 3nd ‘Socument al changes in schedule, Revise the schedule as required by GC 5- DELAYS and Gc S CHANGES IN THE PROJECT. 2.3.1.8 Review the adequacy ofthe Trade Contractors’ personnel and equipment and the availabilty of materials and supple to mest the scnedule. Recommend courses of action to the Owner when requirements ofa trade contract are not Being met. 23.2. Physical Construction: Provide a of the constuction facies and services common to the requirements of al ‘Trade Conteciors, both emporary and permanent, as are planned and called for in tem 22.5 above, Eneure that a bidders are Inforried of the facies and services bing provides. 23.2.1 Adve the Owner of work which should best be done by the Constuction Marager Where the Owner approves of work to be dane by the Construction Manager, such work shall be. performed in. accordence with the. Contract Documents ang, unless otherwise agroed, paid for by the Owner pursuant 10 ARTICLE At OWN FORCES WORK 23.2.2 Provide advice and assistance on labour problems in order to minimize work slogpages and in the settlement o jurisdictional or oer labour disputes.2.3. Cost Control end Accounting: Bevelop, implment and maintain an effective system of Project cost control. Revise {nd refine the intaly approved Project Construction Buogel, incorporate approves Changes as they octur, and Cevelop cash flow reports and forecasts as needed (donkty vaianees between actual and budgeted or estimated costs and advise Owner ‘and Consultant whenever projected cost exceeds budgets or estimates. 2.3.3.1. Mainain accounting records and afford the Owner access to these records 2.9.8.2 Provide for and acminister the necessary procedures to permit recovery of al tax rebates where appicabe 23.3.3 If requested, assist the Construction Management Team in implementing ‘anges necessary 1 bring the projected costs within budgets or estimates, 23.4 Changes in the Work Bevelp and implement a system for the preparation, review and processing of Changes nthe Work, Recommend necessary or esiable Changes Inthe Wark tothe Gonsttucton Management Team, review requests for Changes in the Work, submt Fecommendatons 10. the Consiructon Management Team and assist in their ‘egatiaton. 238 Payments to Trade Contractors Develop. and implement procedure for the review, certification, processing and payment of appications by Trade Contactos for progress and final payments. 2.3.5.1. Expedite the processing of Trade Contractor 238 Other Consutants [Assit the Onner In selecting and retaining the professional services of a surveyor, testing laboralones, geotechnical and ther spesists and coordinate these services, ‘without assuming any responsibilty or labity of ofr these consuitans or ther work. 23.7 Inspection: Perodically inspect the Work of Trade Contractors for defects and deficiencies in the ‘Work wathou assuming any of the Consultant's responsibiies. for inspection. Inspection by the Construction Manager shall nol relieve the Trade Contractor from ther responsbiity for nor make the Construction Manager responsible for construction means, methods, techniques, sequences ang procedures, nor or ther responsibil Carry out the Wark in accordance wih ther contracts. 23.7.1 Review the safely programs of each of the Trade Contractors and make ‘Spo opriate recommendatans. In making such recammmendations and carrying ‘ut such reviews, the Constructan Manager shall not be required to make ‘exhaustive or continuaus inspections to check safely precautions ane programs in connection withthe Project. The performance of such services by the Construction Manager shall not relieve the Trade Contractors of their Fesponsties for the safety of persons and property, and or complisnee with the federal, provinial and. local statutes, rules, regulations and orders ‘prlcable to the conduct ofthe Work. 2.3.8 Document Iterretation Reter al questions for Interpretation of the documents prepared by the Constant to ‘the Consultant 289. Shop Drawings and Samples: ‘With the Consultant, establish and implement procedures for expediting the receipt processing end review of shop drawings and samples. eA S 9882.3.10 Reports and Project Site Documents: ‘Submit writen progress reports to the Owner and the Consultant including budget and ‘scheduling infrmation. Keep a daly log available tothe Owner an the Consultants. 23.104 Mainiain at the Place of the Project on a current basis, records of all necessary contacts, drawings, samples, purchases, malerials, equipment, Mhairtenance and operating manuals and insttuctons, and other construction Felated documents, ining all revisions. Obtain data from Trade Contractors ‘Sed maintain 2 current set_cf Project record documents and operating ‘manuals, At the completion of the Project, delver all such records to the Owner 2.3.11 Substantial Performance of tho Work: Subject to applicable logslation arrange with the Consutant forthe issuance of the necessary cottcates resbecing substan performance of we Work of designated Portons thereof and prepare wih the Consultant a Ist of incomplete or unsatisfactory ems and a schedule for heir complation, 2.3.1.4 Distibute eubstantal performance and total performance certificates. 28.12 StartUp: |With the Owner's maintenance personnel and the Consuitan, direct the check-out of Uiles, operations systems and equipment for reasioess and assist in ther nial stat- Up ane testing bythe Trade Contractors 23.13 Total Perfornance ofthe Work: Arango with the Consutant for the certicaion of total performance and provide ‘aten notice tothe Owner and Consultant thatthe Work is ready for final inspection ‘Soek and transmit fo the Consultant as received warrantes,aficavis, releases, bonds, ‘waivers, manuals ‘and. fecard drawings. Tur over to’ the Owner all keys an maintenance stocks, 24 POST-CONSTRUCTION PHASE 2.4.1 Operations: Maintain s cbse relationship with the Owner's operating staf to ensure a smooth and proper takeover ofthe Project, 242 Warranties: {Ass the Owner in administering warranties ofthe Trade Contractors. 25 ADDITIONAL SERVICES [At the request of the Owner, the Construction Manager will provide the following adstional Services upon witen agreement between the Owner and Construction Manager defining the fextent of such acétional services and the amount ang manner in which te Construction Manager willbe compensated for additonal services, 25.1 Services related to investigation, appraisals or valuations of existing conditons, facities or equipment, or verifying the accuracy of existing drawings or other Owner {umished ination 252. Services related to Owner-fumished equipment, furniture and fumishings which are not ‘a partof this Contract, 2.5.8. Services fortenant or rental spaces nota part of this Contract,254 Obtaining or training maintenance personnel or negotiating maintenance service contracts 2.5.8. Services related othe resolution of claims, adjudication of cisputes or Itigation 256 Other: GCS TRADE CONTRACTORS 3.41 The Construction Menager wil, in accordance with the direction of the Owner, arrange for contracts to be entered into Bween the various Trade Contractors and the Owner 3.2 Tho terms and condone of all rade contacts, including any amendments thereto, shall be subject to the approval ofthe Consitucion Manager GC 4 OWNER'S RESPONSIBILITY 41 The Owner shall pede full and tialy information regarding his requirements forthe Project. 42 The Owner shall designate in wing 8 representative who shall be fully acquainted with the Project and shall have the authority {o act on the Overs behalf n relation to al duties and responsibities of te Omer uncer this Contract including the suthoriy to Issue and approve the Project Constructon Budget and Changes in the Project and who shall fursh information ‘expeditiously and tender decisions promptly, The Construction Manager shall in al respects be ented to rely upen such designatod representative as having full and complete authorty in salts, 43 The Owner shall resin a Consultant who shall be responsible for the design and design- related services requted for the Projact The duties, responsibliies and services to be provided by the Consultant shal be described in the agreement between the Owner and the Consultant, a copy cf which shall be furishes to the Construction Manager. The agreement betwoen the Owner and the Consultant shall not be modified wihaut writen nalieaton tothe Consinucton Manager 44 The Owner shall funish promply to tho Construction Manager all necessary information regarding the Place of the Project including surveys as to the physical characterises of the Sit, sols reports ard subsurface investigations, logal limitation, utlty jocations and legal Sesciption. The Corstruction Manager shall have ne responsibilty or Habily with respect to ‘these matters includhg ther suitabity or non-suitabity tothe Project and shall be ented to rely entirely upon thacompletaness and accuracy theredt 45 The Over shal arrange to secure and pay for all necessary approvals, permits, easements, assesemonts and charges required for the constucion, use or occupancy of permanent ‘structures or permanent changes in existing facies. 446 The Owner shal furrish such legal and audting services as are required forthe performance ofthe Contract 4.7 The Owner shall provide, maintain and pay forthe insurance coverages ouined in GC 17- INSURANCE.48 The Over shal promptly notiy the Construction Manager in writing of any defective, faulty oF snonconfarning Work of which he becomes aware. 49° The Owner shall provi for the payment of al Trade Contractors in accordance withthe terms and conditions of he agreements ith such Trade Contractors and in conformity with the payment certieses Iseued by the Consultant ‘440 The Owner and the Consultant shall communicate withthe Trade Contractors soley through tne Construction Manager. 4411. The Owner shall ensure that adequate financing Is availabe in order to ensure the completion ofthe Project cs DELAYS 1541 Ifthe Construction Managers delayed at any time inthe progress ofthe Project by any actor fomission of the Owner or the Consultant of anyone engaged by them directly or indirect. then the Contract Time shall be extended by a feasonable period of time and the Contract Fee ‘hall be adjusted by 9 reasonable amount 52 Ifthe Construction Manager ie delayed at any time nthe progress of the Project by a slop work orGer issued by a court or ther publ authorty and, providing that such order was not Issued as the resulf of an actor fault of the Construction Manager or anyone employed or ‘engages by him deecly or indirectly. then the. Contract Time shall be extended by 2 Fesoonable perod of ime and the Contract Fee shall be adjusted by a reasonabie amount. 5.3 Ifthe Construction anager is delayed in the prograss of the Project by labour disputes, Sirkes, lock-outs, fre, unusual delay in. Yansportaion, adverse weather conditions not Feasonebly foreseeable, unavodable casvalles or, without imi to the foregoing, any cause Beyond tne Consirstion Manager's conto. then the Contract Time shall be extended by & reasonable peti ol ime and ine Contvact Fee shall be adjusted accorsingly. 5.44 No extension ofthe Contract Time nor adjustment tothe Contract Fee shal be made fr delay Unloss wren notice of clam ls gen tothe Owner win thirty (30) days after the occurence ‘ofthe event giving rise to the delay. 55 Where the Owner and Construction Manager are unable to agree upon the appropriate [2gjustment to be made to the Contact Time oF Contract Fee, such adjustment shall be Setermined in accordance with GC 11-DISPUTES. GC6 _OWNER'S RIGHT TO PERFORM CONTRACT OR TO TERMINATE CONTRACT 6.1 Ifthe Construction Manager should be adjudged bankrupt, or makes a general assignment for the benefit of creditors because of his insolvency, oF Ia receiver is appointed because of his Insolvency, the Owner may, wathout prewdce to any olher ight or remedy he may have, by fgving tne Construcion Manager or recelver or trustee in bankruptcy wren notice, terminate tho Contract. 6.2 If the Construction Manager should neglect to provide the services requited by the Contract to 2 Substantial degree, he Owner may notly the Construction Manager in wring thal hes i9 Gefaaitof is contractual obligations and instruct fim to correct the default within seven (7) ‘working days immetiateyfaiowing the receipt of such notice6.3 I the correction ofthe default cannot be completed in the seven (7) working days specified, ‘the Construction Managar shal be in compianes wth the Owner's Instructions i Re (a) commences the correction ofthe default within the spectod time and, (&) provides the Owner with an acceptable schedule for such correction, and (6) competes the cxrecton in accordance with such schedule. 64 If the Construction Manager fais to correct the defoult inthe time specified or subsequently ‘agreed upon the Over ithout prejudice te any other right or remedy he may have, may’ (@) correct such defaut anc deduct the cost thereof from any payment of fee then oF therester cue the Construction Manager, ot (©) terminate the Construction Manager right to perform the Contract in whole or in pat or terminate the Contract 6.5 the Owner terminals the Construction Manager’ right to perform the Contract, he shal (a) be entited to ake possession of the premises and all materials, equipment, tools, onstruction equipment and machinery owed by the Construction Manager and finish the Project by whatever method he may Sansier expedient. and (©) pay to the Corstructon Manager those further amounts to which he is ented in fetordance win ARTICLE A.6 REIMBURSIBLE EXPENSES and ARTICLE AT OWN FORCES WORK plus the proportonate amount ofthe Contract Fee eared tothe dato of termination, and (6) pay to the Construction Manager fair compensation, ether by purchase or rental, atthe Bption oF the Ouner, for any construction fools or machinery and equipment retained for ‘fe.on the Proje, and (2) assume and become lable forall obigations, commitments and unliquidated claims that the Construction Manager may have therefore, in good faith, undertaken or incurred in teonneetion withthe seid Project. ‘The Construction Manager shall as a condition of receiving the payments described, execute and vr asic pes ana ike aun acon, ncudng te aga assignment fis Gontractual highs, asthe Oumer may require forthe purpose of fully vesting in himself the fights and benefs ofthe Consiucton Manager under the oblaatons or cammiments a be ‘assumed by the Owner, 6.6 After the completion of the Pre-Construction Phase, ifthe final cost estimates make the Project no fongor feasbie from the standpont of the Owner, the Owner may terminate the Contract and shall pay the Construction Manager his foe in accordance witt ARTICLE A'S CONTRACT FEE fs any Reimbursible Expenses incured pursuant to ARTICLE A6 REIMBURSIBLE EXPENSES or ARTICLE A-7 OWN FORCES WORK, GC7_ SUSPENSION ABANDONMENT OR TERMINATION BY OWNER WITHOUT CAUSE 7.1. Should the Project be suspended, abandoned or terminated st any time prior to its completion by the Owner, the Construction Manager shall be entited to be pala in addition to the fee ‘computed in accordance ‘wth ARTICLE A-§ CONTRACT FEE_and those further amounts fecoverable under ARTICLE A.6 REIMBURSIBLE EXPENSES and ARTICLE AT OWN FORCES WORK, sum in compensaton for the loss of income experienced by the Construction Manager as a result ofthe premature termination ofthis Agreement caleuiated 35 Fotows: @ percent of the Contract Fee i the suspension, abandonment or termination ‘curs during te Pre-Construcion Phase; © percent ofthe Contract Fee if the suspension, abandonment or termination ‘occurs during t¥e Construction Phase; © percent of the Contract Fee ifthe suspension, abandonment or termination ‘occurs during he Post-Constrtin Phase,7.2 Suspension shall be deemed to have occurred should work on the Project have been stopped fat the Owners request and should such stoppage or stoppages have continued individually oF Collectively fora paid of sat (6) days. GC 8 CONSTRUCTION MANAGER'S RIGHT TO TERMINATE CONTRACT 8.4 If the Owner should o¢ adjudged bankrupt or makes a general assignment forthe benefit of {rectors because of nis nsolvency or ia tecelver Is appointed because of his insolvency, the Construction Manager may, without preusies tony other right or remedy he may have, by ‘giving the Owner of r2elver or trustee in bankruptcy writen noice, terminate the Contract, 8.2 Ifthe Projact or a substantial part thereof should be stopped or otherwise delayed for a period ‘of thity 60) days or more under an order of @ court or ener public authority having jurisdiction ‘and providing that su order was not issued as the result ofan ac or fault ofthe Construction Manager, the Conettuction Manager may. without prejudice to any other right or remedy he ‘may have, by ging the Owner written notice, terminate the Contract. 8.3 Should the Owner suspend the Project fora period of sixty (60) days as contemplated by GC 7-SUSPENSION ABSNDONMENT OR TERMINATION BY OWNER WITHOUT CAUSE, and the Owner has not insiructed the Construction Manager to resume the Project within tive (8) ‘working Gays after the Construction Manager gives the Owner wetten noice of his intention to Tesume the Project, ang providing such suspension was not due to the default of the Construction Manager then the Censtuetion Manager may, witout prejudice to any other Fights or remedies he may have, by ging tne Ownar ween notice, terminate the Contract. 8.4 The Construction Manager may notly the Owner in witing thatthe Owmer isin defauit of his Contractual obligations {2} the Owner fas to pay the Construction Manager when due those amounts which are ‘doe and payable in accordance with ine Contract or an award by arbitration or Cour, or (©) the Ouner violates the requirements ofthe Contract 1o substantial cegree. ‘The Construction Menager’s wrttennalice fo the Owner shal advise that if the default is not Corrected inthe seven (7) working daye Immediately folowing the recep of the writen notice the Construction Manager may, without prejudice to any other ight or remedy he may have, terminate the Contract 8.5 If the Constucton Manager terminates the Contract as herein set out, he shall be pois forthwith all sums fe whlen he is enttled pursuant fo paragraph 7.1 of GC T-SUSPENSION, ABANDONMENT OR TERMINATION BY OWNER WITHOUT CAUSE, GC9_ CHANGES IN THE PROJECT 9.4 Should the Over during the Pre-Construction Phase require a significant revision in the {design concept then developed, the Conlvact Fee and the Contract Time shall be subject o an ‘Sppropriate adjustmont. Any additional fee to which the Construction Manager is enfiled shal be such sum_as. having fegars to the total fee payable by this Contract for the Pre Gonstructon Phase reprecents the amount of the services provided by the Construction Manager which must be duplicated By such change. The Contract Time and the date for Substantial Performance of the Project shall each be eatended to reflect such addtional tie ‘as may reasonably be required having regard to al creumstances as a result ofthe change required by the Owner.92 93 94 ‘Should the Owner or his Consultant make changes n all or any portion of the work during the ‘auree of the Construction Phase snd should such changes singly or collectively have the fttec of extending ‘ne Contract Time or the ate of Substantial Performance oF Total Performance of the *oject, Ine Construction Manager shall be entiled to payment of an Addtianal fee having rege to thet portion of the fee allocaed to the Construction Phase of the Agreement as retect the additional ime for which the Constuction Manager is required tobe engaged on the Project ‘The Construction Manager shall advse the Owner promptly wien he determines that changes {as herein contemplatbd wll delay the date of Substantial Performance of the Projec, extend the Contract Time, aré entitle the Construction Manager to payment ofan addtional fe. Ifthe Owner and Construction Manager cannot agrae on the change in Contract Time and Contract Fee, the matter shall be determined in accordance wih the provisions of GC 11 DISPUTES. GC 10 APPLICATIONS FOR PAYMENT toa 102 (8) The fee for the Post-Construction Phase s ‘The Construction Menager shall submit tothe Owner on a monthly basis an application for payment covering al Rembursible Expenses incured during the previous pevied pursuant 10 ARTICLE f-5. REMBURSIBLE EXPENSES and tho amaunt of the Contract Fee then due 3s proved in ARTICLE A-S CONTRACT FEE and for work performed ctrecty by the Construction Manager pursuant to ARTICLE A-7 OWN FORCES WORK, (e) The Pre-Constacion Phase potion ofthe Contract Fee shall be payable monthly as st ut in ARTICLE A'S CONTRACT FEE. The balance of the Pre-Construction Phase fee, f ‘ny, shall be pid atthe commencement of constuction. (0) Prior to commencement of construction, the Construction Manager shall, in accordance ‘with. sub-paragraph 222.2 of GC-? CONSTRUCTION MANAGER'S. SERVICES, prove a Schotule showing the time required to achieve Substantial Performance of the Project. That parton of the fee payabie for the Consinacion Phase shall be payable i ‘equi monthly nstalmants determined hy evi the Construction Phase porton of te feo by the number of months schoduled from commencement of ‘canetructon 10 fSchieverent of Substantial Performance ofthe Project. Upon certication of Substantial Performance ofthe Project, the balance, i any, of the Construction Phase fee shall become due and payable, (©) Should the stale of completion ofthe Project at anytime during the Construction Phase bbe delayed tveugh no faut ofthe Owner or his Consultant, then the amount payable by the Owner each month shall be such that the total of all'sums paid In monthiy instalments oF account of the Construction Phase fee to the Construction Manager 0 ‘ate of payment when related to To llal Construcion Phase feo as a percentage feflets the degree of completion of the cansiructon of the Project at the date of that payment. Theater the amount ofthe fee payable monthly shall be adjusted either up br Gown s0\as to ensure that the toll Tees pad to the Constucton Manager monthly vwnen related tothe tla fee payable under this Contvact for the Construction Phase is fequal 10 the degree. of complain of constuction of the Project. In any event the ‘Construction Manager shall be enllled to payment In full of his Construction Phase fee upon certification of Substantial Performance ofthe Project. be paid in equal monthly instalments in _2ccordanioe wih ARTICLE A-6 CONTRACT FEE commencing the end ofthe fist month following ‘Substantial Performaneo of tho Project wih the balance pad at Total Performance d the Project 410.3 The Owner shall meke payment o the Construction Manager on account in accordance with the provisions of ARTICLE Ae PAYMENT ne later than fifteen (15) days following the dato of receipt of an appicaion for payment.Gc 11 pispuTES 1.1. Differences between the partes to the Contract as to the interrelation, appication or ‘administration ofthis Contract or any falure to agree where agreement between the parties I Called for, herein collectvely called disputes, shall be setled in accordance with the Fequirements of ths General Condition. 11.2 the pares so agree the dispute shall be submitted to arbiation in accordance with the provisans of the arration logislaton ofthe Place ofthe Project. 11.3 If no agreement is made for arbitration then either party may submit the dlspute to such judicial tribunal asthe croumstances may requ. GC 12 ASSIGNMENT 12. Neither party to the Contract shall assign tne Contactor a portion thereof without the writen censent ofthe other, ahich consent shal not be unreasonably withel. GC13 PATENT FEES 184 The Construction Manager shal hold the Owner harmless from and against claims, demands, losses, costs, damages, actions, sulls of proceedings arising out of the Constucton Managers performarce of te Contract which are atribuable to an infingement or an alleged infngement of a patont or invention by the Construction Manager or anyone for whose acts hhe maybe lable. 13.2 The Owner shall hold the Construction Manager harmless against, claims, demands, losses, costs, damages, aclons, suis or proceedings arising out of the Consiruction Managers performance ‘of the Contract which are. attibulable to en infingement oan alleged Infringement of a pata or invention in executing anything fo the purpose ofthe Contract, the ‘meds pan or desigh of wnien mas eupplied tothe Consitucton Manager for te performance ‘tthe Contact, Gc 14 WAIVER 441 As ofthe date of Total Performance ofthe Project, the Owner exprossly waives and releases the Construction Manager trom all claims agaist the Construction Manager including without Tmtaton those that might arse from the negigence or breach of contract by the Construction Manager except one or mare ofthe folowing, (2) those made in writing prior to Total Performance of the Project and stil unsettled (©) those arising fom the provisions of GC 16 -INDENINIFICATION BY CONSTRUCTION MANAGERS (6) those made in writing wihin a period of one (1) year from the date of Substantial Performance © the Project and arsing from any lbily of the Construction Manager for ‘damages resuting from the performance of this Contact with respect fo substantial ‘defects or deficiencies In the Project for which the Conetuction Manager is proven responsible, ‘As used herein ‘substantal defects or deficiencies’ means those defects or deficiencies inthe Project which affect he Project to such an extent or in such 8 manner that a significant part or the whole ofthe Projets uni or the purposes intended14.2 As of the date of Total Performance of the Project, the Construction Manager expressly ‘waives and releases the Oumer from all claims against the Owner including witnout imation those that might erge fom the negligence or breach of contract by the Owner except: (2) those made in writing prior to the date of Total Performance ofthe Project: (©) those arising from the provsions of GC 15-INDEMNIFICATION BY THE OWNER, GC 15 INDEMNIFICATION BY THE OWNER 18:4 The Owner shall indomnily and hold harmless the Construction Manager, his agents, and ‘employees, from and against al claims, demands, losses, costs, damages, actions, sus or proceedings by tnd partes, including al legal Toes, costs and expenses incurred in dafending ‘Such claime, that arise out of or are atbutable fo the performance of the Contact except any proportion thereof which is atiibutable ta acts oF omissons of the Construction Manager, his gents or employers, which constiuto a breach of this Contract and for which’ the Construction Managers ble under the terms ofthis Contract 182. The Owner shall indemnify and hold harmless the Construction Manager, his agents, and employees, ffom and agains al claims, damands, losses, costs, damages, actions, suits of proveedinge arising ovo! the performance of the Contract which are: (2) attrioutabe to 2 lack of ox defect in tile oF an alleged lack of or defect in ile to the Place the Project; or (b) attributable to he negligence of or a breach of contract by the Consultant or Owner oF (0) _atrinutabe o he negligence or breach of contract by any Trade Contractor. GC 16 INDEMNIFICATION BY CONSTRUCTION MANAGER. 16:4 The Construction Manager shall Indemnity and hold harmless the Owner, his agents anc employees, from ard against claims, demands, losses, costs, damages, actons, suits or progeedings by thidoartes that arse out oof are ainbulable to, the Gonsiruction Manager's Performance of the Contract eremnafter ve caleg ‘calms, provided such clams a (2) atbutable to body inury, sickness, disease or death, orto Injury to oF destruction of tangible propery and (b) caused by negligent acts or omissions of the Construction Manager or those directly employed or engaged by the Construction Manager, {€) mad in witing within a period of one (1) year trom the date of Substantial Performance ofthe Project. “The Owner express!y waves the right to indemnity for claims other than those slated above, 46.2 The obligation of the Construction Manager to indemnify hereunder shall be limited to the dolar amounts whic are recoverable under the insurance coverages maintained pursuant 10 GCTINSURANCE, 6C17 INSURANCE ATA The Owner underates and agrees at his cost to maintain insurance insuring the Interest of {and indemnifying te Construction Manager agaist any labily which he might incur as @ Fesul of camage (0 or injury sustained to any porion of the Project The Owner agrees that the Construction Menager may place the labity porton of such insurance withthe Insurer of his choice provicing the premiums are compettive or to maintain contiuly in regard to Completed operators coverage,