Certificate shall not limit, waive or otherwise
affect any right or remedy Owner may have pursuant to this Agreement, any Law or
otherwise, including any right Owner may have against Construction Manager for
failure to perform the Work in accordance with the terms of this Agreement. Upon
receipt of final payment, Construction Manager will assign to Owner all permits,
licenses and title to any materials used and paid for by Owner in the completion
of the Project that were in the name of Construction Manager.
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES
8.1
GENERAL REPRESENTATIONS AND WARRANTIES.
Each Party represents and warrants to the other Party that on and as of the date
hereof:
(A)
IT IS DULY FORMED AND VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF ITS JURISDICTION OF FORMATION, WITH POWER AND AUTHORITY TO CARRY ON
THE BUSINESS IN WHICH IT IS ENGAGED AND TO PERFORM ITS RESPECTIVE OBLIGATIONS
UNDER THIS AGREEMENT;
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT HAVE BEEN DULY
AUTHORIZED AND APPROVED BY ALL REQUISITE CORPORATE, LIMITED LIABILITY COMPANY,
PARTNERSHIP OR SIMILAR ACTION;
(C)
IT HAS ALL THE REQUISITE CORPORATE, LIMITED LIABILITY COMPANY,
PARTNERSHIP OR SIMILAR POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND
PERFORM ITS OBLIGATIONS HEREUNDER;
(D)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT DO NOT, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN WILL NOT, VIOLATE ANY OF
THE PROVISIONS OF THE ORGANIZATIONAL DOCUMENTS OF SUCH PARTY, ANY AGREEMENT
PURSUANT TO WHICH SUCH PARTY OR ITS PROPERTY IS BOUND OR, TO ITS KNOWLEDGE, ANY
APPLICABLE LAWS; AND
(E)
THIS AGREEMENT IS VALID, BINDING AND ENFORCEABLE AGAINST SUCH
PARTY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY, MORATORIUM,
INSOLVENCY AND OTHER LAWS GENERALLY AFFECTING CREDITORS' RIGHTS AND GENERAL
PRINCIPLES OF EQUITY (WHETHER APPLIED IN A PROCEEDING IN A COURT OF LAW OR
EQUITY).
8.2
CONSTRUCTION MANAGER REPRESENTATIONS AND WARRANTIES.
Construction Manager represents and warrants to Owner that:
(A)
IT HAS SUBSTANTIAL EXPERIENCE, KNOWLEDGE AND PROFESSIONAL
COMPETENCE IN THE PROCUREMENT, PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT OF
PROJECTS SIMILAR TO THE PROJECT;
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(B)
IT HAS THE RESOURCES AND PERSONNEL TO PERFORM THE WORK; AND
(C)
IT IS FULLY EXPERIENCED, PROPERLY QUALIFIED AND PROPERLY LICENSED,
EQUIPPED AND ORGANIZED TO PERFORM THE WORK.
8.3
WARRANTIES RELATED TO THE WORK.
(A)
CONSTRUCTION MANAGER REPRESENTS, WARRANTS AND AGREES AS FOLLOWS:
(I) THE WORK WILL BE OF HIGH QUALITY, FREE FROM DEFECTS AND IN SPECIFIC
CONFORMITY WITH THIS AGREEMENT; (II) THE WORK WILL BE PERFORMED AND THE PROJECT
WILL BE COMPLETED IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT, AND
(III) UPON COMPLETION, THE PROPERTY SHALL MEET THE STANDARDS SET FORTH IN THE
SCOPE OF WORK AND SHALL HAVE PASSED ALL ENVIRONMENTAL OR OTHER TESTING REQUIRED
THEREIN. CONSTRUCTION MANAGER SHALL BE REQUIRED TO REPAIR, CORRECT, REFINISH, OR
IF INSUFFICIENT, TO RE-PERFORM THE WORK, AND GENERALLY TAKE OR CAUSE TO BE TAKEN
SUCH ACTION AS MAY BE REQUIRED, TO FULLY REMEDY ("REPAIR") ANY DEFECTS
DISCOVERED DURING THE TERM OF THIS AGREEMENT AT NO COST TO OWNER.