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furnishing of services by such personnel throughout the
<br />duration of the Project, and any individuals approved by the
<br />Owner to replace them, is of the essence to this Agreement.
<br />3.2.1 Additions, Removals, Replacements
<br />From time to time, personnel may be added as necessary and
<br />appropriate to the stage of planning, programming, designing
<br />and constructing the Project. The CM shall anticipate the need
<br />for such additional personnel by submitting to the Owner, no
<br />later than seven (7) days prior to the need for the additional
<br />personnel, a list of the proposed additional personnel, attaching
<br />the resumes of proposed additional personnel, and stating the
<br />reasons for such additions. The Owner shall promptly review
<br />the proposed additions and either approve or disapprove the
<br />additional personnel in writing. The GM shall not employ any
<br />individual to perform the functions of any approved personnel
<br />without the advance approval of the Owner, which approval
<br />shall not be unreasonably withheld. The GM shall not, for so
<br />long as any approved person is employed by the CM, change
<br />such person without the Owner's prior written approval, which
<br />shall not be unreasonably withheld. If the Owner becomes
<br />dissatisfied with the quality or timeliness of the services
<br />rendered by any approved person, the CM shall promptly
<br />remove such person and recommend a replacement. If any
<br />approved person ceases employment with the CM, or if the
<br />Owner requests the removal of any such person, then the CM
<br />shall promptly notify the Owner of a proposed substitute of at
<br />least equal qualifications to perform the same functions, and
<br />provide a resume for the substitute. Any replacement
<br />responsible person must be approved by the Owner prior to
<br />commencing pertormance of any services for the Project, which
<br />approval shall not be unreasonably withheld. The CM shall
<br />bear, at its own expense and without reimbursement by the
<br />Owner, all costs associated with replacing, for any reason, any
<br />approved personnel. The CM shall remain solely responsible
<br />to the Owner, notwithstanding the Owner's approval of any
<br />approved personnel, for the quality and performance of all
<br />services provided by such personnel.
<br />3.2.2 CM's Proiect Representative
<br />The CM shall designate a Project Representative who has the
<br />authority to act on behalf of the GM in respect to all matters
<br />that are the subject of this Agreement, including, without
<br />limitation, the power and authority to enter into agreements or
<br />modifications that contractually bind the CM. The Project
<br />Representative shall be available at all times during all phases
<br />of performance of services under this Agreement to consult
<br />with the Owner on matters pertinent to construction of the
<br />Project.
<br />3.2.3 CM's Employees
<br />None of the persons employed by the CM shall be considered
<br />employees of the Owner. The CM shall be solely responsible
<br />for any workers' compensation obligations, withholding taxes,
<br />unemployment insurance, compliance with immigration and
<br />licensing laws, and any other employer obligations with respect
<br />to all of its employees.
<br />3.3 Construction Management Plan
<br />Within thirty (30) days after execution of this Agreement, the
<br />CM shall present to the Owner a Construction Management
<br />Plan for the Project, including dates by which deliverables
<br />required by the Construction Management Plan will be
<br />completed. The CM shall make recommendations for revisions
<br />to the Construction Management Plan throughout the duration
<br />of the Project, as may be appropriate. In preparing the
<br />Construction Management Plan, the CM shall consider the
<br />Owner's schedule, budget, and design requirements for the
<br />Project. The Construction Management Plan shall include a
<br />description of the various bid packages recommended for the
<br />Project and a preliminary Master Schedule. The Construction
<br />Management Plan shall be presented to the Owner for
<br />acceptance. Revisions approved by the Owner shall be
<br />incorporated into the Construction Management Plan.
<br />3.4 Consultant Selection
<br />If requested by the Owner, the CM shall assist the Owner in the
<br />selection of designers and other consultants necessary for the
<br />Project (generally referred to in this Agreement as
<br />"Consultants") by developing lists of potential firms, developing
<br />criteria for selection, preparing and transmitting the requests for
<br />proposal, assisting in reviewing written proposals, assisting in
<br />conducting interviews, evaluating candidates and making
<br />recommendations.
<br />3.4.1 Consultant Contract Preparation
<br />If requested by the Owner, the CM shall assist the Owner in the
<br />preparation and review of Agreements between the Owner and
<br />the Consultants engaged by the Owner.
<br />3.4.2 Consultant Orientation
<br />If requested by the Owner, the CM shall conduct or assist the
<br />Owner in conducting orientation sessions during which the
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