2008-091 Purchasing- Clancy & Theys Construction Manager at Risk Services Animal Services Facility

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This Agreement represents the entire and integrated agreement between the Owner and the CMAR and supercedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by written directives, change orders and other instruments signed by the Owner and the CMAR as expressly set forth in the Agreement. Nothing contained in this Agreement is intended to benefit any third party. The Contractors and Designer are not intended third party beneficiaries of this Agreement. 11.6 Severability If any provision of this Agreement is held as a .matter of law to be unenforceable, the remainder of this Agreement shall be enforceable without such provision. 11.7 Meaning of Terms References made in the singular shall include the plural and the masculine shall. include the feminine or neuter. To the greatest extent possible, the meaning of terms used herein shall be consistent with the definitions expressed in the Contract Documents, Designer agreement, and the Contractor contracts. 11.8 Notices Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended or if delivered or sent by registered or certified mail, postage prepaid, addressed as follows: To the Owner: Orange County, North Carolina Attn: Pam Jones, Director of Purchasing and Central Services Post Office Box 8181 Hillsborough, North Carolina 27278 To the CMAR: Clancy & Theys Construction Company Attention: Bill Macdonald; Senior Project Manager 516 West Cabarrus Street Raleigh, North Carolina 27603 11.9 Bonds In accordance with N.C. Gen. Stat. §143-128.1, the CMAR shall provide a performance bond with a penal sum equal to 100% of the Guaranteed Maximum Price to guarantee the faithful performance of the Work, in such form as may be required by law and by the Owner. In accordance with N.C. Gen. Stat. §143-128.1, the CMAR shall provide a payment bond with a penal sum equal to 100% of the Guaranteed Maximum Price to guarantee the payment of all labor and material costs or claims in connection with compliance with the Contract, in such form as may be required by law and by the Owner. These bonds shall be dated the same date as the Agreement and must be accompanied by a current copy of the power of attorney for the attorney-in-fact executing such bond on behalf of a surety company licensed to do business in the state of North Carolina and reasonably acceptable to the Owner. If required by the Owner, these bonds shall name additional obligees to include any lender providing financing for the Project, the North Carolina Local Government Commission and any other joint obligee reasonably required by the Owner. In its Guaranteed Maximum Price, the CMAR shall include a program and costs for bonds or other security against default by Contractors as the CMAR deems appropriate to protect the CMAR and the Owner against such defaults. 11.10 Ownership of Documents The CMAR shall be entitled to maintain possession of a reasonable number of sets of Contract Documents and record documents during and after the completion of the Project for its records. After completion of the Project, the CMAR shall destroy or return to the Owner all other copies of such documents as requested by the Owner. The CMAR shall not reproduce or distribute such documents to any third person or for any purpose other than bidding, permitting and construction of the Project. The CMAR shall have no copyright or other rights in the documents, or other rights to use the documents. ARTICLE 12 SPECIAL GUARANTEED MAXIMUM PRICE PROVISIONS 12.1 Guaranteed Maximum Price Pursuant to this Agreement and for the Project defined in Article 2, the Owner and the CMAR have set a Guaranteed Maximum Price for the Project of an amount not to exceed $1,308, 733.00. - 31