Common use of Additional Obligations and Responsibilities Clause in Contracts

Additional Obligations and Responsibilities. 3.1 In performing its services hereunder, the Manager shall place emphasis on considerations that will aid in completing the construction of the Project(s) consistent with the construction standards and procedures of the Fund, including the Fund’s requirement for scheduling, coordination, and completion. The Manager acknowledges that time will be of the essence for the Project(s) and it agrees to use reasonable care and diligence and to exercise its best efforts to administer, coordinate, monitor and inspect the work of the Contractors so as to assist the Fund in having the Project(s) completed on or before its contract completion date; provided, however, that the Manager, shall not be liable for any failure or inability of any of the Contractors to complete the Project(s) or any portion thereof within the time or times provided in their respective construction contracts. The parties recognize that the Manager cannot and will not be in control of the Project Consultants’ or Contractors’ activities in connection with the Project, and therefore, the Manager cannot warrant or represent that the actual duration of each phase of construction will be consistent with the overall Project construction schedule. In addition, the parties recognize that the Manager is not a guarantor of the Contractors’ work, and the Manager shall not be responsible for defective or non-conforming work performed by Contractors or for the means, coordination and methods of construction employed by the individual Contractors or for the safety precautions and programs in connection with the Project, since these are solely the Contractor’s responsibility. The Manager shall use its best efforts to obtain satisfactory performance from each of the Contractors. The Manager shall recommend courses of action to the Fund when requirements of a Contract are not being fulfilled. The Manager shall advise the Fund regarding the performance by each of the Contractors. Disputes with a Contractor relating to the execution or progress of the Work or the interpretation of the requirements of the Contract Documents (except interpretations of the drawings and specifications which shall be referred to the Consultant) shall be referred to the Manager who may make such recommendations to the Fund as Manager may deem necessary for the proper execution and timely progress of the Project. The Fund, at its discretion, shall take whatever action it deems necessary. The services of the Manager are intended to compliment and supplement but not replace or duplicate those of the Consultants, Contractors or Testing and Inspection agencies engaged by or through the Fund. 3.2 All recommendations that will affect the cost of the project shall be made by the Manager to the Fund and the Project Consultant in writing. The Fund may also require other recommendations and communications by the Manager to be made or confirmed by it in writing. All recommendations shall be made in writing directly to the Fund and the Project Consultant. After approval by the Fund and/or the Project Consultant, the Manager shall issue instructions directly to the Contractors. 3.3 The services to be performed hereunder shall be performed by the Manager's own staff, unless otherwise authorized in writing by Fund. The employment of, contract with, or use of the services of any other person or firm by the Manager, as consultant or otherwise, shall be subject to the prior written approval of Fund. No provision of this Agreement, or such authorization, shall, however, be construed as constituting an agreement between the Fund and any such person or firm. 3.4 The Manager shall designate one person as a Project Executive who, on its behalf, shall be responsible for coordinating all of the services to be rendered by it hereunder. The designation and continuance shall be subject to the approval of the Fund. All personnel assigned by the Manager to its performance of this Agreement shall cooperate fully with personnel assigned to the Project(s) by the Fund and the Project Consultant, and, in the event the Fund determines that any personnel of Manager have failed so to cooperate, the Manager, at the request of the Fund, shall replace such personnel. 3.5 For the Construction Phase, the qualifications of the field staff to be maintained at the site of the Project(s) shall have the following minimum qualifications: a. Project Manager: A minimum of eight (8) years’ experience with the Manager.

Additional Obligations and Responsibilities. 3.1 In performing its services hereunder, the Manager shall place emphasis on considerations that will aid in completing the construction of the Project(s) consistent with the construction standards and procedures of the Fund, including the Fund’s requirement for scheduling, coordination, and completion. The Manager acknowledges that time will be of the essence for the Project(s) and it agrees to use reasonable care and diligence and to exercise its best efforts to administer, coordinate, monitor and inspect the work of the Contractors so as to assist the Fund in having the Project(s) completed on or before its contract completion date; provided, however, that the Manager, shall not be liable for any failure or inability of any of the Contractors to complete the Project(s) or any portion thereof within the time or times provided in their respective construction contracts. The parties recognize that the Manager cannot and will not be in control of the Project Consultants’ or Contractors’ activities in connection with the Project, and therefore, the Manager cannot warrant or represent that the actual duration of each phase of construction will be consistent with the overall Project construction schedule. In addition, the parties recognize that the Manager is not a guarantor of the Contractors’ work, and the Manager shall not be responsible for defective or non-conforming work performed by Contractors or for the means, coordination and methods of construction employed by the individual Contractors or for the safety precautions and programs in connection with the Project, since these are solely the Contractor’s responsibility. The Manager shall use its best efforts to obtain satisfactory performance from each of the Contractors. The Manager shall recommend courses of action to the Fund when requirements of a Contract are not being fulfilled. The Manager shall advise the Fund regarding the performance by each of the Contractors. Disputes with a Contractor relating to the execution or progress of the Work or the interpretation of the requirements of the Contract Documents (except interpretations of the drawings and specifications which shall be referred to the Consultant) shall be referred to the Manager who may make such recommendations to the Fund as Manager may deem necessary for the proper execution and timely progress of the Project. The Fund, at its discretion, shall take whatever action it deems necessary. The services of the Manager are intended to compliment and supplement but not replace or duplicate those of the Consultants, Contractors or Testing and Inspection agencies engaged by or through the Fund. 3.2 All recommendations that will affect the cost of the project shall be made by the Manager to the Fund and the Project Consultant in writing. The Fund may also require other recommendations and communications by the Manager to be made or confirmed by it in writing. All recommendations shall be made in writing directly to the Fund and the Project Consultant. After approval by the Fund and/or the Project Consultant, the Manager shall issue instructions directly to the Contractors. 3.3 The services to be performed hereunder shall be performed by the Manager's own staff, unless otherwise authorized in writing by Fund. The employment of, contract with, or use of the services of any other person or firm by the Manager, as consultant or otherwise, shall be subject to the prior written approval of Fund. No provision of this Agreement, or such authorization, shall, however, be construed as constituting an agreement between the Fund and any such person or firm. 3.4 The Manager shall designate one person as a Project Executive who, on its behalf, shall be responsible for coordinating all of the services to be rendered by it hereunder. The designation and continuance shall be subject to the approval of the Fund. All personnel assigned by the Manager to its performance of this Agreement shall cooperate fully with personnel assigned to the Project(s) by the Fund and the Project Consultant, and, in the event the Fund determines that any personnel of Manager have failed so to cooperate, the Manager, at the request of the Fund, shall replace such personnel. 3.5 For the Construction Phase, the qualifications of the field staff to be maintained at the site of the Project(s) shall have the following minimum qualifications: a. Project Manager: A minimum of eight (8) years’ experience. b. Project Superintendent: A minimum of five (5) years’ experience. c. Assistant Project Superintendent: A minimum of three (3) years' experience. d. Project Engineers and Accountants: A minimum of three (3) years' experience in the construction industry with similar responsibilities to that to be assigned to such personnel for the Project(s). The Manager shall submit to the Fund for its review and approval its staff to be assigned to provide the services required under this Agreement prior to the commencement of those services. The Fund, during the course of the Project, reserves the right to approve staffing levels and the substitution of staff previously approved by the Fund. 3.6 The Fund shall include in all Contract Documents a requirement that the Contractors name the Manager as an additional Insured on all insurance coverage provided by the Contractors for the Project(s). 3.7 The Manager shall not be responsible for the consequences of: Acts of God (such as tornado, flood, hurricane, etc); the Fund’s, the State University of New York’s, the State of New York’s, Consultants’, Contractors’, vendors or other Project participants’ (and their respective agents’, employees’, consultants’, vendors’ and subcontractors’) acts, omissions to act or failures to timely act; strikes, lockouts or other labor disturbances; riots, insurrections, terrorist acts or civil commotions; embargoes; shortage or unavailability of materials, supplies, labor and equipment; sabotage; vandalism; the requirements of laws, statutes, regulations, and other legal requirements of governmental authorities; casualties requiring reconstruction or repair to the Project(s) or any parts(s) thereof; or any other matters beyond the reasonable control of the Manager. If the Manager’s duties are suspended as a result of such occurrence(s), the Manager’s compensation shall be accordingly deferred or equitably adjusted. 3.8 The Manager shall understand the functions, contractual relationships and levels of authority of the Fund, the campus where the Project(s) are located (Campus), Project Consultants, Contractor(s) and others with respect to each other and the Project(s) and shall conduct all activities accordingly. The Campus is the Fund’s client and the ultimate owner/ user of the Project(s), and the Manager will provide communication, collaboration and coordination as appropriate to the ongoing activities and services while understanding that all direction and authorization to the Campus is provided by Fund. The Manager will not act on any direction or request received directly from the Campus. 3.9 The Manager, during performance of services in providing the work authorized in this Agreement, shall safeguard that all necessary requirements for the work are in place prior to commencement of the work and that the work is properly performed and completed as necessary to produce the intended results. For example, but not limited to the following, the Manager shall safeguard that the work is performed by competent entities or persons; that the Manager’s staff gives its necessary attention to all the work while it is in progress; that work is performed in accordance with the Managerinstructions of the Project Consultant and permits, if any; and that work is performed by competent and suitable workers and equipment which shall be sufficient to prosecute all the work to full completion in the manner and time required.

Additional Obligations and Responsibilities. 3.1 In performing its services hereunder, the Manager shall place emphasis on considerations that will aid in completing the construction of the Project(s) consistent with the construction standards and procedures of the FundUniversity, including the FundUniversity’s requirement for scheduling, coordination, and completion. The Manager acknowledges that time will be of the essence for the Project(s) and it agrees to use reasonable care and diligence and to exercise its best efforts to administer, coordinate, monitor and inspect the work of the Contractors so as to assist the Fund University in having the Project(s) completed on or before its contract completion date; provided, however, that the Manager, shall not be liable for any failure or inability of any of the Contractors to complete the Project(s) or any portion thereof within the time or times provided in their respective construction contracts. The parties recognize that the Manager cannot and will not be in control of the Project Consultants’ or Contractors’ activities in connection with the Project, and therefore, the Manager cannot warrant or represent that the actual duration of each phase of construction will be consistent with the overall Project construction schedule. In addition, the parties recognize that the Manager is not a guarantor of the Contractors’ work, and the Manager shall not be responsible for defective or non-conforming work performed by Contractors or for the means, coordination and methods of construction employed by the individual Contractors Contractors, or for the safety precautions and programs in connection with the Project, since these are solely the Contractor’s responsibility. The Manager shall use its best efforts to obtain satisfactory performance from each of the Contractors. The Manager shall recommend courses of action to the Fund UNIVERSITY when requirements of a Contract are not being fulfilled. The Manager shall advise the Fund UNIVERSITY regarding the performance by each of the Contractors. Disputes with a Contractor relating to the execution or progress of the Work or the interpretation of the requirements of the Contract Documents (except interpretations of the drawings and specifications which shall be referred to the Consultant) shall be referred to the Manager who may make such recommendations to the Fund UNIVERSITY as Manager may deem necessary for the proper execution and timely progress of the Project. The FundUNIVERSITY, at its discretion, shall take whatever action it deems necessary. The services of the Manager are intended to compliment and supplement but not replace or duplicate those of the Consultants, Contractors or Testing and Inspection agencies engaged by or through the FundUNIVERSITY. 3.2 All recommendations that will affect the cost of the project shall be made by the Manager to the Fund University and the Project Consultant in writing. The Fund University may also require other recommendations and communications by the Manager to be made or confirmed by it in writing. All recommendations shall The University may also require other communications by the Manager to be made or confirmed by it in writing directly to the Fund and the Project Consultantwriting. After approval by the Fund University and/or the Project Consultant, the Manager shall issue instructions directly to the Contractors. 3.3 The services to be performed hereunder shall be performed by the Manager's own staff, unless otherwise authorized in writing by FundUniversity. The employment of, contract with, or use of the services of any other person or firm by the Manager, as consultant or otherwise, shall be subject to the prior written approval of FundUniversity. No provision of this Agreement, or such authorization, shall, however, be construed as constituting an agreement between the Fund University and any such person or firm. 3.4 The Manager shall designate one person as a Project Executive who, on its behalf, shall be responsible for coordinating all of the services to be rendered by it hereunder. The designation and continuance shall be subject to the approval of the FundUniversity. All personnel assigned by the Manager to its performance of this Agreement shall cooperate fully with personnel assigned to the Project(s) by the Fund University and the Project Consultant, and, in the event the Fund University determines that any personnel of Manager have failed so to cooperate, the Manager, at the request of the FundUniversity, shall replace such personnel. 3.5 For the Construction Phase, the qualifications of the field staff to be maintained at the site of the Project(s) shall have the following minimum qualifications: a. Project Manager: A minimum of eight (8) years’ years experience with the Manager.