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.3 Overhead and general expenses, except as may be expressly included in Sections 6,1 to 6.7;
<br />.4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital
<br />employed for the Work;
<br />.5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the
<br />Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of
<br />them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract;
<br />.6 Any cost not specifically and expressly described in Sections 6.1 to 6.7;
<br />.7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the
<br />Guaranteed Maximum Price to be exceeded; and
<br />.8 Costs for services incurred during the Preconstr-uction Phase.
<br />§ 6.9 Discounts, Rebates and Refunds
<br />§ 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before
<br />making the payment, the Construction Manager included them in an Application for Payment and received payment
<br />from the Owner, or (2) the Owner has deposited funds with the Construction. Manager with which to make payments;
<br />otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts
<br />received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall
<br />make provisions so that they can be obtained.
<br />§ 6,9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the
<br />Owner as a deduction from the Cost of the Work.
<br />§ 6.10 Related Party Transactions
<br />§ 6.10.1 For purposes of Section 6.10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity
<br />having common ownership or management with the Construction Manager; any entity in which any stockholder in, or
<br />management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any
<br />person or entity which has the right to control the business or affairs of the Constniction Manager. The term "related
<br />party" includes any member of the immediate family of any person identified above.
<br />§ 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related
<br />party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including
<br />the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or
<br />cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be
<br />included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service
<br />from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. if the Owner
<br />fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from
<br />some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3,2.2 and 2.3.2.3.
<br />§ 6.11 Accounting Records
<br />The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise
<br />such controls as may be necessary for proper financial management under this Contract and to substantiate all costs
<br />incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors
<br />shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit
<br />and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting
<br />entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase
<br />orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these
<br />records for a period of three years after final payment, or for such longer period as may be required by law.
<br />ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES
<br />§ 7.1 Progress Payments
<br />§ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates
<br />for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the
<br />Construction Manager as provided below and elsewhere in the Contract Documents.
<br />§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
<br />month, or as follows:
<br />Init.
<br />AIA Document A133T'" — 2009 (formerly A121 T""CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights
<br />reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
<br />distribution of this AIA'" Document, or any portion of it. may result in severe civil and criminal penalties. and will be prosecuted to the maximum
<br />extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
<br />ALA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia_org.
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