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Request for Statement of Qualifications

For Construction Manager-at-Risk Services

T.Z. Osborne Water Reclamation Facility


56 MGD Upgrade - Package 3

Townsend Water Treatment Plant Filter Improvements and Basin Upgrades

July 2, 2014

The City of Greensboro Water Resources Department is hereby inviting SOQs from Professional Service
Consultants with construction service capabilities and General Contractors, with proven experience and
expertise, to provide professional Construction Manager-at-Risk (CMAR) Services related to T.Z. Osborne
Water Reclamation Facility (WRF) Upgrade - Package 3 and Townsend Water Treatment Plant Filter
Improvements and Basin Upgrades. The RFP document may be viewed and downloaded in PDF format from
Water Resources Internet Web Page under Featured Links at: http://www.greensboro-nc.gov/water or
http://www.greensboro-nc.gov/index.aspx?page=4293

Please submit one original and seven copies of your SOQ as well as an electronic copy in PDF format in a
sealed envelope or package, to be received by the City no later than 12:00 PM, July 29, 2014 to the attention
of: Mike Borchers, PE City of Greensboro Water Resources Department, 2602 South Elm-Eugene
Street, Greensboro, NC 27406. There is a mandatory pre-submittal meeting to review the RFQ requirements,
scope of work, and City requirements on July 11, 2014 at 2:00 PM at the Water Resources Department, 2602
S. Elm-Eugene Street, Greensboro, NC 27406 in the Lake Townsend Conference Room.

Steven Drew Jim Westmoreland


Water Resources Director City Manager
Water Resources Department

Request for Statement of Qualifications


For Construction Manager-at-Risk Services
T.Z. Osborne Water Reclamation Facility
56 MGD Upgrade - Package 3

Townsend Water Treatment Plant Filter Improvements and


Basin Upgrades
June 30, 2014

1. SUMMARY

1.1. Request for Statement of Qualifications (SOQ): The City of Greensboro Water Resources
Department is hereby inviting SOQs from Professional Service Consultants with construction
service capabilities and General Contractors, with proven experience and expertise, to provide
professional Construction Manager-at-Risk (CMAR) Services related to T.Z. Osborne Water
Reclamation Facility (WRF) Upgrade - Package 3 and Townsend Water Treatment Plant Filter
Improvements and Basin Upgrades.

1.2. Internet Web Site for More Information: This document may be viewed and downloaded in PDF
format from Water Resources Internet Web Page under Featured Links at:
http://www.greensboro-nc.gov/water or http://www.greensboro-nc.gov/index.aspx?page=4293

1.3. Project Summary:


1.3.1. T. Z. Osborne WRF 56 MGD Upgrade Package 3: The work of this Contract is located
at the T. Z. Osborne WRF on property owned by the City, located on Huffine Mill Road
near McLeansville, North Carolina. A copy of the 90 percent complete Contract
Documents for Package 3 in PDF format on CD may be obtained from the CDM Smith
upon payment of $75.00 (non-refundable, includes ground shipping and handling) for
each set of documents so obtained. Each request must be accompanied by a check
made payable to CDM Smith. Please refer to section 7 for contact information.

The work of the CMAR firm shall include all work in Divisions 0 through 16 and all Drawings,
including the furnishing of all labor, materials, equipment, permits, supervision and facilities
necessary to construct the WRF Upgrades and Expansion Package 3 project. This project
includes, but is not limited to, the following work:

1. Constructability review of 90% Design Drawings and Specification (prior to GMP)


2. Demolition of the existing filters and installation of new filter modifications.
3. Installation of new chlorine contact basins 5 and 6 including new effluent flume and
connection to the existing effluent junction box.
4. Installation of new outfall piping and expansion of the existing outfall structure.
5. Installation of new hypochlorite feed pumps and discharge piping including chemical raceway
vaults.
6. Installation of new bisulfite feed pumps and discharge piping.

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 1 of 34
Water Resources Department

7. Installation of new poly aluminum chloride (PACL) pumps and discharge piping including
chemical raceway vaults.
8. Installation scum handling improvements including new scum pre-concentrator basin, primary
scum pump replacement, and scum concentrator refurbishment.
9. Installation of all electrical work, including but not limited, conduit, wire, control panels, motor
starters
10. All associated Instrumentation and Controls modifications.
11. All associated piping and underground utilities modifications.
12. Testing, start-up, training, and miscellaneous work as shown on the Drawings and as
specified herein
13. Installation, maintenance and removal of all erosion, sediment and other environmental
protection measures, including all permits and approvals required.
14. Site clean-up and restoration.
15. All other work of the contract documents not listed herein.
16. All applicable Permits.

1.3.2. Townsend WTP Basin and Filter Improvements: The project is located on property owned
by the City of Greensboro, at the 30 MGD Townsend Water Treatment Plant, 6268 Bryan
Park Road, Browns Summit, NC 27214. The project is presently in the preliminary design
stage. Preliminary Drawings will be available in October 2014. Sixty percent (60%)
Drawings and Specifications will be available in January 2015. Ninety percent (90%)
drawings and specifications will be available in May 2015.

The work of the CMAR firm shall include all work indicated in Divisions 0 through 50, and on
drawings and in the specifications, to include furnishing all labor, materials, equipment, permits,
management, supervision and facilities necessary to construct the Townsend WTP Basin and
Filter Improvements Project. The project includes, but may not be limited to, the following work:

1. Constructability review of 60% Design Drawings and Specification (prior to GMP)


2. Construction Permits
3. Concrete spall and crack repair to the existing settling basins
4. Removal of existing horizontal flocculation equipment
5. Demolition of all or portions of the existing flocculation basins
6. Construction of new concrete flocculation basins and/or new walls and slabs within the
existing flocculation basins
7. Installation of new vertical flocculation equipment
8. Removal of filter media (gravel, sand, anthracite) from the existing filters
9. Inspection and repair of filter boxes and underdrains if necessary
10. Installation of new filter media
11. Installation of new grid-type air scour system
12. Installation of new blowers for the air scour system
13. Filter backwash and filter console automation improvements
14. New vertical backwash pump, masonry pump station structure, HVAC, and associated piping
15. New backwash meter, flow control valves, concrete flow meter vault and associated piping
16. Deep excavation in constrained area of existing WTP and associated large diameter (48-60
inch) piping connections within excavation
17. Piping modifications to existing backwash storage tank
18. Piping and underground utilities work
19. Associated electrical work, including but not limited to: wire, conduit, control panels, motor
starters, variable frequency drives, and enclosures

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Issued June 30, 2014 Page 2 of 34
Water Resources Department

20. Integration of new equipment into existing WTP SCADA system, which may include new
PLCs and/or modifications to existing PLCs
21. Disinfection, Testing, Start-up, and Training
22. Site work, including erosion and sediment controls, earthwork, final grading and seeding, and
repaving
23. Site clean-up and restoration
24. Warranty services during Correction Period

1.4. Qualifications-Based CMAR Selection Process: The Water Resources Department CMAR
Services Consultant Selection Process is Qualifications-Based.

1.5. City of Greensboro M/WBE Program: It is the policy of the City to provide minorities and women
owned businesses equal opportunity to participate in all aspects of City contracting and
purchasing programs, and to prohibit discrimination against any person or business in pursuit of
these opportunities on the basis of race, color, sex, religion, or national origin, and to conduct its
contracting and purchasing programs so as to prevent any discrimination. The Responder to
this RFQ agrees that it will notify the City and institute good faith efforts to comply with all
requirements of the M/WBE program in providing equal opportunities to North Carolina certified
Historically Underutilized Business firms in the Greensboro Metropolitan Statistical Area to
compete for and perform subcontracts. It is the intent of the Citys program and the Departments
outreach efforts to widen opportunities for historically underutilized businesses. The Department
encourages submitting firms to pursue strategic partnering arrangements that support the
utilization of M/WBE firms at the local level. Specific inquiries regarding this program should be
directed to Mr. Elijah Williams in Water Resources at (336) 373-7253.

1.6. Due Date: SOQs in response to this Request are due to the City no later than 12:00 PM, July
29, 2014. Earlier responses are welcome and appreciated.

2. SUMMARY OF CONSTRUCTION MANAGER-AT-RISK SERVICES

1. Attachment A to this RFQ provides a draft CMAR Agreement for this project.
2. The specific services of the selected CMAR firm for this project will be defined in the final
CMAR Agreement and the Contract Documents. The CMAR services will be provided in two
phases: Pre-Construction Phase Services and Construction Phase Services. CMAR services
are anticipated to include, but not be limited to, the following:
a. Pre-Construction Phase Services include scheduling, estimating, and development of a
proposed Guaranteed Maximum Price (GMP) for Project construction.
1. Advise and consult on certain aspects of project design.
2. Work with owner and engineer to create parameters for quality, cost and time.
3. Provide constructability reviews and cost analysis.
4. Prepare conceptual and detailed cost estimates at 60% (For Townsend Treatment
Plant only), 90% and 100%.
5. Develop a phasing and sequencing plan with the owner and engineer.
6. Utilize industry best practices to ensure constructability of the design.
7. Utilize Building Information Modeling (BIM) services.

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 3 of 34
Water Resources Department

b. Construction Phase Services are contingent upon City approval to proceed with the CMAR
proposed GMP and negotiation and execution of a mutually acceptable Agreement
between the City and Construction Manager with a Guaranteed Maximum Price (CMAR-
GMP).Construction Phase services include the completed construction for the Project
under the CMAR-GMP with the CMAR competitively procuring and contracting with the
subcontractors and assuming the responsibility and the risk of construction delivery within
the specified cost and schedule terms. It is anticipated that the CMAR firm will not self-
perform any of the work except as permitted in NC statute G.S. 143-128.1(c)
1. Manage the construction process including coordination of all subcontractors, vendors
and equipment suppliers.
2. Manage commissioning, close-out and warranty phases.
3. Prepare and let pre-qualifications and/or bid packages for all subcontractors, vendors
and suppliers.
4. Implement City M/WBE plan.
5. Prepare the overall project schedule and provide periodic detailed updates.
6. Establish and maintain all quality control standards.
7. Utilize BIM Services.

3. COMMERCIAL

3.1. Insurance Requirements: Any contract entered into as a result of this Request will require the
Contractor (Consultant(s) selected for the contract) to obtain and maintain certain minimum
insurance coverage. Without limiting any liabilities or other obligations of proposer, successful
proposers performing as independent Contractors hereunder, shall be fully responsible for
providing Workers Compensation, General Liability, Professional Liability, and Automotive
Liability coverages. The successful proposer(s), if any, must provide a Certificate of Insurance
within fifteen (15) calendar days after notification of award. Certification must include: name and
address of insurance company (must be authorized to conduct business in North Carolina or be
named on the List of Authorized Insurance maintained by the NC Department of Insurance),
policy number, list the City of Greensboro as an additional insured, and state liability coverage
and amounts.

3.2. Bonding and Insurance: The CMAR shall provide bonding and insurance in accordance with
Master Contract. The City will require the apparent successful Proposer to provide proof of the
required insurance coverage before entering into a contract. Failure to provide evidence of such
insurance coverage is a material breach and grounds for termination of the contract negotiations.
Any insurance required by the City shall be in form and substance acceptable to the City.

4. SOQ SUBMITTAL REQUIREMENTS

4.1. General: Please submit one original and seven copies of your SOQ as well as an electronic copy
in pdf format in a sealed envelope or package, to be received by the City no later than 12:00
p.m., July 29, 2014 to the attention of:

Mike Borchers, PE
City of Greensboro Water Resources Department
2602 South Elm-Eugene Street
Greensboro, North Carolina 27406

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 4 of 34
Water Resources Department

In the interest of fairness to all the proposers submitting Qualification documents and to allow for
the Citys timely review, SOQs received after the scheduled receipt time stated above will
not be accepted. All SOQs received become the property of the City and will not be returned.
Faxed or e-mailed documents will not be accepted. Early submission of SOQs is welcome and
appreciated.

4.2. Pre-Submittal Meeting: There is a mandatory pre-submittal meeting on July 11, 2014 at 2:00
PM at the Water Resources Department, 2602 S. Elm-Eugene Street, Greensboro, NC 27406 in
the Lake Townsend Conference Room.

4.3. SOQ Organization: To facilitate the Citys objective review of the SOQs from different Proposers,
the Proposers are requested to organize the main document using a standardized format. Each
SOQ should contain the following:

A cover letter on company letterhead signed by a Principal or other member of the firm
authorized to commit the firm to contract for CMAR services expressing interest and sufficient
resources.

Table of Contents, with page numbers

Information on the following topics:

Executive Summary: Should address the highlights of the SOQ, along with the strengths
and special expertise of the firm and the associated team to successfully accomplish the
objectives of the City. Please limit the Executive Summary to one page.

Statement of Qualifications: Identify and describe the qualifications of the firm and
professional services that may be provided by the CMAR or CMAR team in response to
this Request. Also include information on any proposed sub-consultants. Please note
which team members were involved in referenced projects. Please include an
approximate dollar amount (CMAR-GMP, if applicable) and time period involved in
referenced completed or current projects.

Project Approach: Identify and describe the project approach proposed for each project
using alternative delivery methods. The firm should identify the ingenuity, transparency,
and collaborative approaches using CMAR project delivery methodologies. This includes
packaging strategies, value engineering, outreach, and M/WBE program compliance
strategies. For the T. Z. Osborne WRF 56 Upgrade Package 3 a preliminary
construction cost estimate / analysis based on the packaging strategy is required.

Project Team & Project Management: Please identify the proposed project team
(including any subconsultants) and key personnel for the successful completion of
projects in partnership with Water Resources Department. Please include an
organizational chart and brief resumes of the project team members. Also, please identify
the project manager or primary contact and any other team members proposed, and
briefly describe how the project will be successfully managed. It is expected that the
team members proposed in the SOQ will be the ones that will actually work on projects
for the City. Describe the planned and envisioned workload of the proposed team
members for the timeframe of this contract, and verify that proposed staff will be prepared
for timely completion of projects under a potential contractual agreement with Water
Resources Department. Also describe your quality assurance / quality control methods.

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 5 of 34
Water Resources Department

Financial Data: Submit your organizations most recent audited financial statements for a
3-year period. Complete balance sheets and income statements must be included. The
statements shall be enclosed in a separate sealed envelope and included in the
Statement of Qualifications package. Data provided for parent or child entities related to
the CMAR firm in lieu of the CMARs data shall not be reviewed and shall be considered
non-responsive.

Terms and Conditions of the Contract: A sample professional CMAR services contract is
enclosed as Attachment A. Should the Proposer have any special or unusual contract
conditions, exceptions or limitations, the City should be advised of these in this section of
the SOQ. Also note your understanding of and commitment to the Citys M/WBE
program.

SOQs must be limited to no more than 40 pages single sided only, excluding the cover
page, cover letter, table of contents, resumes, OSHA 300 log and section dividers.

5. SELECTION OF CMAR FIRM

5.1. General: This Request does not commit the City to enter into agreement, to pay any costs
incurred in the preparation and submittal of a proposal in response to this request that exceeds
the $1,000 stipend (refer to section 6.1). The City will require the selected Firm, to participate in
negotiations of the fees for the project and to submit such scope, schedule, and technical and/or
other revisions to the proposals as may result from negotiations.

5.2. Non-Point Rating Items: An unsatisfactory rating on any item in the category titled non-point
rating items will be considered sufficient cause to reject the firms submittal. The following are
non-point criteria:

1. Responsiveness to RFQ Only responsive applications will be considered and


evaluated. A responsive application must be completed according to the instructions,
include all required attachments and requested information and is comprised of, but is not
limited to the following:

Executive Summary
Statement of Qualification
Project Approach and cost estimate
Project Team & Project Management
Financial Data
Terms and Conditions of the Contract
OSHA 300 Logs
All additional information as needed to provide a complete response to the RFQ

2. Debarment Status By submitting an application, the Applicant certifies that neither it nor
any affiliated entity is currently debarred from submitting bids or has otherwise agreed not
to submit bids on contracts with any government or business entity. If the applicant
experiences a material change in its debarment status after the application is submitted
and prior to the award of the contract for the project, the applicant shall notify the City of
the change in writing at the time the change occurs or as soon thereafter as is reasonably
practicable. If at any time during the evaluation process the applicant is debarred as
described above, it will be considered grounds for automatic disqualification.
3. Contractor's License The applicant must provide a copy of their North Carolina
Contractors License, or provide a statement indicating that they are able to acquire one in
a timely fashion consistent with the project schedule.

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 6 of 34
Water Resources Department

4. Bonding Capacity/Statement Applicants must provide a signed statement from its


Surety stating that, based on present circumstances, the surety will be willing to provide
bid, performance and payment bonds for the applicant in connection with the Project.

5.3. Qualifications-Based Selection Criteria (Point Rating Items): Procurement of the CM services will
be made in accordance with the provisions of G.S. 143-64.31 which requires that CM firms be
selected on the basis of demonstrated competence and qualification for the type of professional
services required without regard to fee. After selection of a qualified CM, the City and the
selected firm will negotiate a contract for those services at a fair and reasonable fee with the
best qualified firm.

SOQs/Proposals are traditionally evaluated and ranked based upon objective Qualifications-
Based criteria. The City reserves the right to request an interview with any Proposing firm during
the selection process. Should the City see the need to interview the Proposers, the Proposer will
be notified as early as possible in the proposal review process. The selection criteria are as
follows:

1. Overall content and quality of the submitted SOQ.


2. A statement of the firms philosophy, goal, vision statements and/or guiding principles.
3. Firms record of experience in successfully delivering similar projects, in the United States
in the past 5 years. At least one of these projects should have a Guaranteed Maximum
Price of $20 million or greater.
4. Relevant experience, expertise, and qualifications of the firm and project team members.
5. Ability to meet established schedules and budgets.
6. Qualifications Package References for all projects occurring during the previous six (6)
years.
7. Financial Data Data will be reviewed for financial soundness.
8. Qualifications Package appearance and presentation.
9. Statement regarding legal / litigation history for the last ten (10) years.
10. Project Approach.
11. Proposed utilization of M/WBE and/or Historically Underutilized Business firms with an
explanation of their involvement in the work or documented good faith efforts to provide
M/WBEs and/or HUBs equal opportunity to perform subcontracts under the proposed
Professional Services Contract. Description of the process to encourage local and minority
participation of vendors, subcontractors and other service providers for the project.
12. Safety record for the last 5 years including the OSHA 300 log. (This information will not
count against the 30 page limit and is viewed as reference information.)
13. Other factors that may be appropriate for the project.

5.4. Rating and Selection Team: The following individuals will comprise the team responsible for
reviewing and rating the SOQs submitted:

Steven Drew, Director of Water Resources


Kenney McDowell, Deputy Director Water Resources
Michael Borchers, Engineering Division Manager
Barry Parsons, Water Supply Division Manager

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 7 of 34
Water Resources Department

Lori Cooper, Water Reclamation Superintendent


Elijah Williams, Utility Design Engineer
Anwar Rasheed, SCR

5.5. Additional Information about this RFQ:

1. Selection Committee:
a. A Selection Committee will evaluate the information submitted. Please do not contact
any member of the selection committee, any elected officials and any employee of the
City of Greensboro regarding these projects. Any attempt to do so will result in
disqualifications of the firms submittal for consideration. (See Section 7 for directions
regarding questions about the project(s) or this RFQ.)

2. Public Records:
a. Upon receipt by the City of Greensboro, your Qualifications Package is considered a
public record except for material that qualifies as Trade Secret information under
North Carolina General Statute 66-152 et seq. Your Qualifications Package will be
reviewed by the Selection Committee, as well as other staff and members of the
general public who submit public record request. To properly designate material as a
trade secret under these circumstances, each firm must take the following precautions:
(a) any trade secrets submitted by a firm should be submitted in a separate, sealed
envelope marked Trade Secret-Confidential and Proprietary Information-Do Not
Disclose Except for the Purpose of Evaluating this Qualifications Package, and (b) the
same trade secret/confidentiality designation should be stamped on each page of the
trade secret materials contained in the envelope.
b. In submitting a Qualifications Package, each firm agrees that the City of Greensboro
my reveal any trade secret materials contained in such response to all staff and City
officials involved in the selection process and to any outside consultant or other third
parties who serve on the Selection Committee or who are hired by the City of
Greensboro to assist in the selection process. Furthermore, each firm agrees to
indemnify and hold harmless the City and each of its officers, employees and agents
from costs, damages, and expenses incurred in connection with refusing to disclose
any material that the firm has designated as a trade secret. Any firm that designates its
entire Qualifications Package as a trade secret may be disqualified from the selection
process.

3. Conditions, Clarifications and Reservations


a. The City of Greensboro expects to select a separate CM firm for each project and
reserves the right to request substitutions of subconsultants.
b. The City of Greensboro reserves the sole discretion and right to reject any and all
responses received with respect to the RFQ and to cancel the RFQ process at any time
prior to entering into a formal agreement. The City of Greensboro further reserves the
right to request additional information or clarification of information provided in any
response. The City of Greensboro also reserves the right, but is under no obligation, to
waive technicalities and informalities.

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 8 of 34
Water Resources Department

c. A response to this RFQ should not be construed as a contract, nor indicate a


commitment of any kind. The RFQ does not commit the City of Greensboro to pay
costs incurred in the submission of a response to this RFQ or for any cost incurred prior
to the execution of a final contract in excess of the $1,000 stipend. No recommendation
or conclusion from this RFQ process concerning an individual firm shall constitute a
right (property or otherwise) under the Constitution of the United States or under the
Constitution, case law or statutory law of North Carolina. Neither biding contract,
obligation to negotiate, nor any other obligation shall be created on the part of the City
of Greensboro unless the City of Greensboro and your firm execute a contract and the
contact is approved by Greensboro City Council.
d. All responses to this RFQ shall be the property of the City of Greensboro.
e. Performance and payment bonds will be required by the formal agreement for CMAR
services. As part of the qualification process, the City of Greensboro will require a letter
from your boding agency or other verification the City of Greensboro deems
appropriate which discloses your firms current boding limit and rating.

5.6. Schedule for the Selection Process: The following is the anticipated schedule for the
Consultant(s) selection process:

Item Date

City of Greensboro Issues RFQ June 30, 2014

Mandatory Pre-Submittal Meeting July 11, 2014 at 2:00 PM

Completed SOQs due to City of Greensboro July 29, 2014, 12:00 Noon
Engineering Division, 2602 South Elm-Eugene
Street

City review of SOQs and Selection of July 30 August 7, 2014


Short List of Qualified Consultants, if applicable

City selects Most Qualified Consultant No Later Than August 8, 2014

6. SOQ Submission Stipend

6.1. The City of Greensboro will provide a $1,000 stipend for all complete and accepted submissions.
To be eligible to receive the stipend an invoice on the submitting firms corporate letter head shall
be provided at the time of SOQ submission. The submitting firms with complete and accepted
submissions will receive the stipend at the completion of the CM selection process.

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 9 of 34
Water Resources Department

7. Contacts/Further Information

7.1. The City of Greensboro appreciates your interest in providing services for these projects. For
further information or questions regarding the design content for the projects in this Request for
Qualifications, please contact:

CDM Smith Hazen and Sawyer


Mr. James Butcher, PE Senior Project Manager Mr. Jay Jackson, PE Vice President
5400 Glenwood Avenue, Suite 300 Raleigh NC 4944 Parkway Plaza Blvd Suite 375 Charlotte NC
27612 Phone # (919) 787-5620 28217 Phone # (704) 357-3150
ButcherJM@cdmsmith.com jjackson@hazenandsawyer.com

Request for SOQ CMAR Services Greensboro Water Resources Department


Issued June 30, 2014 Page 10 of 34
Attachment A

CMAA Document CMAR-1

Standard Form of Agreement Between


OWNER AND CONSTRUCTION MANAGER

2013 EDITION
(Construction Manager At-Risk)

This document is to be used in connection with CMAA Standard Form of Contract Between Construction
Manager and Contractor (CMAA Document CMAR-2), CMAA General Conditions of the Construction
Contract (CMAA Document CMAR-3), CMAA Standard Form of Contract Between Construction Manager
and Designer (CMAA Document CMAR-4), all being 2013 Editions.

CONSULTATION WITH AN ATTORNEY IS RECOMMENDED WHENEVER THIS DOCUMENT IS USED.

AGREEMENT
Made this U day of U in the year of Two Thousand and U

BETWEEN the Owner: U

and the Construction Manager (hereinafter referred to as the CM): U

For services in connection with the Project known as: U


As further described in Article 2: U

The Owner and CM, in consideration of their mutual covenants herein, agree as set forth below: U

Construction Management Association of America, 7926 Jones Branch Drive, Suite 800 McLean, Virginia 22102-3303

WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.

P a g e 1 | CMAA Document CMAR-1


Copyright Construction Management Association of America, Inc., 2013. All rights reserved.
Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
The Construction Management Association of America (CMAA) supports and encourages disputes
avoidance through the use of processes that enable issue resolution at the lowest possible level of the
parties involved in a construction project.

CMAA recognizes that disputes, and the resolution of disputes, are often a difficult, time-consuming, and
disruptive aspect of construction projects.

Participants in construction projects should resolve to avoid litigation by taking advantage of various
alternative dispute resolution (ADR) processes to resolve disputes. These include mediation, mini-trial,
disputes review board (DRB), partnering, negotiation, and neutral fact-finding.

ADR is a process that relies on consensual, court-annexed or contractually mandated procedures. ADR
processes used for particular projects should be appropriate to each project and its participants, they
should be established and consented to by all participants, and encouraged by the construction manager.

CMAA believes that lengthy arbitration and litigation should be used only as a last resort in resolution of
construction related issues.

P a g e 2 | CMAA Document CMAR-1


Copyright Construction Management Association of America, Inc., 2013. All rights reserved.
Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
Table of Contents
ARTICLE 1: RELATIONSHIP OF THE PARTIES.................................................................................................................. 4
ARTICLE 2: PROJECT DEFINITION .................................................................................................................................. 4
ARTICLE 3: CONSTRUCTION MANAGERS BASIC SERVICES ........................................................................................... 4
ARTICLE 4: DURATION OF THE CONSTRUCTION MANAGERS SERVICES .................................................................... 12
ARTICLE 5: CHANGES .................................................................................................................................................. 13
ARTICLE 6: OWNERS RESPONSIBILITIES ..................................................................................................................... 13
ARTICLE 7: COMPENSATION FOR CM SERVICES AND PAYMENT ................................................................................ 14
ARTICLE 8: INSURANCE AND MUTUAL INDEMITY ...................................................................................................... 19
ARTICLE 9: TERMINATION AND SUSPENSION ............................................................................................................ 20
ARTICLE 10: DISPUTE RESOLUTION ............................................................................................................................ 21
ARTICLE 11: ADDITIONAL PROVISIONS ....................................................................................................................... 22
ARTICLE 12: SPECIAL GUARANTEED MAXIMUM PRICE PROVISIONS ......................................................................... 22

P a g e 3 | CMAA Document CMAR-1


Copyright Construction Management Association of America, Inc., 2013. All rights reserved.
Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
ARTICLE 1: RELATIONSHIP OF THE various parts of total construction to be performed
under this Agreement.
PARTIES
The Project name and locations are as follows:
1.1 Owner and Construction Manager: The CM and
the Owner shall perform as stated in this Agreement U
and each accepts the relationship between them that
is established by this Agreement. The Project is intended for use as:

1.1.1 Standard of Care: The CM covenants with the U


Owner to furnish its skill and judgment with due care
in accordance with applicable federal, state, and local ARTICLE 3: CONSTRUCTION
laws and regulations that are in effect on the date of
this Agreement first written above. MANAGERS BASIC SERVICES
1.2 Owner and Designer: The Owner, in consultation 3.1. CM Basic Services: The CM shall perform the Basic
with the CM, shall contract separately with one or Services described herein. It is not required that the
more Designers to provide architectural and Basic Services be performed in the sequence in which
engineering design for the Project, agreement(s) to they are described in this form agreement.
which the CM is not a party. The Project is defined in
Article 2 of this Agreement. This Agreement shall not 3.2. Pre-Design Phase
give the Designer any claim or right of action against
the CM and this Agreement shall not create a 3.2.1. Project Management
contractual relationship between any parties except
the Owner and the CM. 3.2.1.1. Construction Management Plan: The CM shall
prepare a Construction Management Plan for the
1.3 Owner and Contractors: The Owner will require Project. In preparing the Construction Management
the CM to contract directly with such Contractors as Plan, the CM shall consider the Owners schedule,
may be necessary for construction or supply of the budget, and design requirements for the Project. The
Project. All such contracts shall be issued consistent CM shall then develop various alternatives for the
with the applicable provisions of this Agreement. sequencing and management of the Project and shall
make recommendations to the Owner. The
1.4 Relationship of the CM to the Designer and Other Construction Management Plan shall be presented to
Project Participants: In providing construction the Owner for acceptance.
management services described in this Agreement,
the CM shall endeavor to maintain a working 3.2.1.2. Designer Selection: If requested by Owner, the
relationship with the Designer. Notwithstanding the CM shall assist the Owner in the selection of a
foregoing, the Designer shall be solely responsible for Designer by developing lists of potential firms,
the Project design and shall perform in accordance developing criteria for selection, preparing and
with the Designer agreement with the Owner and transmitting the requests for proposal, assisting in
nothing in this Agreement shall be construed to mean reviewing written proposals, assisting in conducting
that the CM is responsible for the design of the Project interviews, evaluating candidates and making
or that the CM assumes any of the contractual or recommendations.
customary duties of the Designer or any other persons
or parties not specified by this Agreement. 3.2.1.3. Designer Contract Preparation: If requested
by Owner, the CM shall assist the Owner in the
ARTICLE 2: PROJECT DEFINITION preparation and review of the Agreement between
the Owner and the Designer.
The term Project when used in the Agreement shall 3.2.1.4. Designer Orientation: If requested by Owner,
mean the total construction to be performed under the CM shall conduct or assist the Owner in
this Agreement. The term Work required for the conducting a Designer orientation session during
Project used in this Agreement shall mean the which the Designer shall receive information

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
regarding the Project scope, schedule, budget, and 3.2.3.3. Cost Analysis: The CM shall analyze and report
administrative requirements. The CM, however, does to the Owner the cost of various design and
not warrant the accuracy or completeness of any construction alternatives. As a part of the cost
information provided by the Owner. analysis, the CM shall consider costs relating to
efficiency, usable life, maintenance, energy, and
3.2.2. Time Management operation.

3.2.2.1. Master Schedule: In accordance with the 3.2.4. Management Information System (MIS)
Construction Management Plan, the CM shall prepare
a Master Schedule for the Project for review by 3.2.4.1. Establishing the Project MIS: The CM shall
Designer, if applicable, and Owner and approval by the develop a MIS to establish communication among the
Owner. The Master Schedule shall specify the Owner, CM, Designer, and Contractors, and other
proposed start and finish dates for each project parties on the Project. In developing the MIS, the CM
activity and the dates by which certain construction shall interview the Owners key personnel and others
activities must be complete. The CM shall submit the to determine the type of information for reporting,
Master Schedule to the Owner for acceptance. the reporting format, and the desired frequency for
distribution of the various reports.
3.2.2.2. Design Phase Milestone Schedule: After the
Owner accepts the Master Schedule the CM shall 3.2.4.2. Electronic Documents: If the Owner requires
prepare a Milestone Schedule for the Design Phase. that the Owner, CM, Designer, and/or Contractors
The Design Milestone Phase Schedule may be used in exchange documents and data in electronic or digital
the request for proposals and contract for the form, prior to any such exchange, the Owner, CM,
Designer and shall be a method for judging progress Designer, and/or Contractors shall agree in a written
during the Design Phase. protocol governing all exchanges, which, at a
minimum, shall specify: (1) the definition of
3.2.2.3. Construction Phase Milestone Schedule: In documents and data to be accepted in electronic or
connection with establishing the Master Schedule, the digital form or to be transmitted electronically or
CM shall prepare a Milestone Schedule for the digitally; (2) management and coordination
Construction Phase, which Schedule shall be used in responsibilities; (3) necessary equipment, software
connection with soliciting bids from Contractors and and services; (4) acceptable formats, transmissions
suppliers. methods and verification procedures; (5) methods for
maintaining version control; and (6) privacy and
3.2.3. Cost Management security requirements of the written protocol. The
Parties shall bear their own costs as identified in the
3.2.3.1. Construction Market Survey: The CM shall protocol. In the absence of a written protocol, use of
conduct a Construction Market Survey to provide documents and data in electronic or digital form shall
current information regarding the general availability be at the sole risk of the recipient.
of local construction services, labor, materials and
equipment cost and other economic factors related to 3.2.4.3. Design Phase Procedures: As part of the MIS,
the Project. A report of the Construction Market the CM shall establish procedures for reporting,
Survey shall be provided to the Owner and the communication, and administration during the Design
Designer. Phase.

3.2.3.2. Project and Construction Budget: Based on 3.3. Design Phase


the Construction Management Plan and the
Construction Market Survey, the CM shall prepare a 3.3.1. Project Management
Project and Construction Budget based on separate
divisions of the Work required for the Project. The CM 3.3.1.1. Revisions to the Construction Management
shall submit the Project and Construction Budget to Plan: During the Design Phase, the CM shall make the
the Owner for acceptance. The Project and recommendations to the Owner regarding revisions to
Construction Budget shall be revised as directed by the Construction Management Plan. Revisions
the Owner. approved by the Owner shall be incorporated into the
Construction Management Plan.

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
3.3.1.2. Project Conference: At the start of the Design compiling and conveying the Owners comments to
Phase, the CM shall conduct a project conference the Designer.
attended by the Designer, the Owner and others as
necessary. During the Project Conference, the CM 3.3.1.8. Approvals by Regulatory Agencies: The CM
shall review the Construction Management Plan, the shall coordinate transmittal of documents to
Master Schedule, the Design Phase Milestone regulatory agencies for review and shall advise
Schedule, the Project and Construction Budget, and potential problems in completing such reviews.
the MIS.
3.3.1.9. General Conditions: The General Conditions
3.3.1.3. Design Phase Information: The CM shall for use in the contracts between the CM and the
monitor the Designers compliance with the Contractors for construction for the Project shall be
Construction Management Plan and the MIS and the CMAA Document GMP-3. Separate General Conditions
CM shall coordinate and expedite the flow of for materials and equipment procurement shall be
information between the Owner, Designer, and others prepared by the CM to meet the specific requirements
as necessary. of the Project.

3.3.1.4. Progress Meetings: The CM shall conduct 3.3.1.10. Public Relations: The CM shall assist the
periodic progress meetings attended by the Owner, Owner in public relations activities and shall prepare
Designer and others as necessary. Such meetings shall information for and attend public meetings regarding
serve as a forum for the exchange of information the Project.
concerning the Project and the review of design
progress. The CM shall prepare and distribute minutes 3.3.1.11. Project Funding: The CM shall assist the
of these meetings to the Owner, Designer and others. Owner in preparing documents concerning the Project
and Construction Budget and for use in obtaining or
3.3.1.5. Review of Design Documents: The CM shall reporting on project funding. The documents shall be
review the design documents for clarity, consistency, prepared in a form approved by the Owner.
constructibility and coordination among the
Contractors. The results of the review shall be 3.3.2. Time Management
provided in writing as notations on the documents.
Notwithstanding the foregoing, the CM shall not be 3.3.2.1. Revisions to Master Schedule: While
responsible for providing, nor does the CM control, performing the services provided in Paragraphs
the Project design and contents of the design 3.3.1.1, 3.3.1.2 and as necessary throughout the
documents. By performing the reviews described Design Phase, the CM shall recommend revisions to
herein, the CM is not acting in a manner so as to the Master Schedule. The Owner shall issue change
assume responsibility or liability, in whole or in part, orders as needed to the appropriate parties to
for all or any part of the Project design and design implement the Master Schedule revisions.
documents. The CMs actions in reviewing the Project
design and design documents and in making 3.3.2.2. Monitoring The Design Phase Milestone
recommendations as provided herein are only Schedule: While performing the services provided in
advisory to the Owner. Paragraphs 3.3.1.3, and 3.3.1.4, the CM shall monitor
compliance with the Design Phase Milestone
3.3.1.6. Design Recommendations: The CM shall make Schedule.
recommendations to the Owner and Designer with
respect to constructibility, construction cost, sequence 3.3.2.3. Pre-Bid Construction Schedule: Prior to
of construction, construction duration, time for transmitting Contract Documents to bidders, the CM
construction, and separation of the Project contracts shall prepare a Pre-Bid Construction Schedule for each
for various categories of work. In addition, the CM part of the Project and make the schedule available to
shall give to the Designer all data of which it or the the bidders during the Procurement Phase.
Owner is aware concerning patents or copyrights for
inclusion in Contract Documents. 3.3.3. Cost Management

3.3.1.7. Owner Design Reviews: The CM shall use best 3.3.3.1. Project and Construction Budget Revision:
efforts to expedite the Owners design reviews by The CM shall make recommendations to the Owner
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Copyright Construction Management Association of America, Inc., 2013. All rights reserved.
Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
concerning the design changes that may result in service shall include the following: preparation and
revisions to the Project and Construction Budget and transmission of questionnaires; receiving and
divisions of the Work required for the Project. analyzing completed questionnaires; interviewing
possible bidders, bonding agents, and financial
3.3.3.2. Cost Control: The CM shall prepare an institutions; and preparing summary reports regarding
estimate of the construction cost for each submittal of this activity to the Owner. The CM shall also prepare a
design drawings and specifications from the Designer. bidders list for each bid package.
The estimate for each submittal shall be accompanied
by a report to the Owner and Designer identifying 3.4.1.2. Bidders Interest Campaign: The CM shall
variances from the Project and Construction Budget. conduct a campaign via telephone, e-mail and other
The CM shall coordinate and expedite the activities of appropriate correspondence to attempt to create
the Owner and Designer when changes to the design interest among qualified bidders.
are required to remain within the Project and
Construction Budget. 3.4.1.3. Notices and Advertisements: The CM shall
prepare and place notices and advertisements to
3.3.3.3. Value Engineering Studies: The CM shall solicit bids for the Project.
provide value engineering recommendations to the
Owner and Designer for major construction 3.4.1.4. Delivery of Bid Documents: The CM shall
components, including cost evaluations of alternative expedite the delivery of bid documents to the bidders.
materials and systems. The CM shall obtain documents from the Designer and
arrange for printing, binding, wrapping and delivery to
3.3.4. Management Information System (MIS) the bidders. The CM shall maintain a record of bidders
receiving documents.
3.3.4.1. Schedule Reports: In conjunction with the
services provided by Paragraph 3.3.2.1, the CM shall 3.4.1.5. Pre-Bid Conference: In conjunction with the
prepare and distribute schedule maintenance reports Designer, the CM shall conduct a Pre-Bid Conference.
that shall contrast actual progress against scheduled These conferences shall be forums for the CM and
progress for the Design Phase and the overall Project Designer to explain to the bidders the Project
and shall make recommendations to the Owner for requirements, including information concerning
corrective action. schedule requirements, time and cost control
requirements, access requirements, the project
3.3.4.2. Project Cost Reports: The CM shall prepare administrative requirements and technical
and distribute project cost reports that indicate information.
estimated costs compared to the Project and
Construction Budget and make recommendations to 3.4.1.6. Information to Bidders: The CM shall develop
the Owner for corrective action. and coordinate procedures to provide answers to
bidders questions.
3.3.4.3. Cash Flow Report: The CM shall periodically
prepare and distribute a cash flow report. 3.4.1.7. Addenda: The CM shall receive from the
Designer a copy of all addenda. The CM shall review
3.3.4.4. Design Phase Change Order Report: The CM addenda for clarity, consistency and coordination
shall prepare and distribute Design Phase change among the bidders. Notwithstanding the foregoing, by
order reports that list all Owner-approved change performing the reviews described herein, the CM shall
orders as of the date of the report and shall state the not be acting in a manner so as to assume
effect of the change orders on the Project and responsibility or liability, in whole or in part, for all or
Construction Budget and the Master Schedule. any part of the Project design or the content of the
design documents. The CM shall also distribute a copy
3.4. Procurement Phase of all addenda to each bidder receiving documents.

3.4.1. Project Management 3.4.1.8. Bid Opening: The CM shall conduct bid
openings and shall evaluate the bids for
3.4.1.1. Prequalifying Bidders: The CM shall develop responsiveness and price and the CM shall make
lists of possible bidders and prequalifying bidders. This

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Copyright Construction Management Association of America, Inc., 2013. All rights reserved.
Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
recommendations to the Owner concerning the 3.4.3.2. Analyzing Bids: Upon receipt of bids, the CM
acceptance or rejection of bids. shall evaluate the bids, including alternate prices and
unit prices.
3.4.1.9. Awarding of Contracts to Contractors: After
consultation with the CM, the Owner shall select each 3.4.4. Management Information System (MIS)
Contractor for the Project. In this connection, Owner
shall defend, indemnify and hold harmless the CM 3.4.4.1. Schedule Maintenance Reports: The CM shall
from any and all bid contest claims, actions or lawsuits prepare and distribute schedule maintenance reports
arising from the bid selection process. during the Procurement Phase. The reports shall
compare the actual bid and award dates to scheduled
3.4.1.10. Preparation of Construction Contracts: At the bid and award dates and shall summarize the progress
direction of the Owner, the CM shall prepare, execute, of the Project.
and deliver to Owner the Contract Documents
between the CM and the Contractors. The CM shall 3.4.4.2. Project Cost Reports: The CM shall prepare
also issue the notices to proceed. and distribute the project cost reports during the
Procurement Phase. The reports shall specify the
3.4.1.11. Pre-Construction Conference: In connection actual award prices and construction costs for the
with the Designer, the CM shall conduct a Pre- Project, compared to the Project and Construction
Construction Conference during which the CM shall Budget.
review the reporting procedures and other rules.
3.4.4.3. Cash Flow Reports: The CM shall prepare and
3.4.1.12. Permits, Insurance and Labor Affidavits: The distribute cash flow reports during the Procurement
CM shall verify that the Contractors have secured the Phase. The reports shall be based on actual award
required building permits, bonds, insurance, labor prices and construction costs for the Project and the
affidavits, and waivers. reports shall specify the actual cash flow compared to
the projected cash flow.
3.4.2. Time Management
3.5. Construction Phase
3.4.2.1. Pre-Bid Construction Schedule: The CM shall
inform the bidders of their responsibilities regarding 3.5.1. Project Management
the Pre-Bid Construction Schedule specified in the
Instructions to Bidders or Contract Documents. 3.5.1.1. Onsite Management and Construction Phase
Communication Procedures: The CM shall provide and
3.4.2.2. Contractors Construction Schedule: The CM maintain a management team on the Project site to
shall provide a copy of the Master Schedule to the provide contract administration and the CM shall
bidders. As part of the Notice of Award, the CM shall establish and implement coordination and
inform each Contractor of the requirements for the communication procedures among the CM, Owner,
preparation of a construction schedule. The Designer, and Contractors. Neither the Owner nor the
Contractor shall prepare its own construction schedule CM shall have control over or charge of and shall not
in accordance with the requirements of the Contract be responsible for construction means, methods,
Documents. techniques, sequences, and/or procedures, or for
safety precautions and programs in connection with
3.4.3. Cost Management the Contractors' work, since these are solely the
Contractors' responsibilities under their construction
3.4.3.1. Estimates for Addenda: The CM shall prepare contracts.
an estimate of costs for all addenda and shall submit
the estimates to the Owner for approval. After 3.5.1.2. Contract Administration Procedures: The CM
approval by the Owner, the addenda shall be shall establish and implement procedures for
transmitted to bidders and the Guaranteed Maximum expediting and processing requests for information,
Price and the CMs compensation shall be adjusted as shop drawings, material and equipment sample
provided in this Agreement. submittals, Contractor schedule adjustments, change
orders, substitutes, payment requests and the
maintenance of logs. The CM shall maintain daily job

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Copyright Construction Management Association of America, Inc., 2013. All rights reserved.
Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
reports. The CM shall be the party to whom requests performed in accordance with the Contract
for information, submittals, Contractor schedule Documents. Notwithstanding the foregoing, by
adjustments, substitutes, change order requests and performing the reviews described herein, the CM shall
payment requests shall be submitted. not be acting in a manner so as to assume
responsibility or liability, in whole or in part, for all or
3.5.1.3. Project Site Meetings: Periodically the CM any part of the Project design or whether of the
shall conduct meetings at the Project site with each Contractors Work complies with the design
Contractor and the CM shall conduct coordination documents.
meetings with all Contractors, the Owner and
Designer. The CM shall record, transcribe and 3.5.1.7. Operation and Maintenance Materials: The
distribute minutes to all attendees, the Owner and CM shall receive from the Contractors operation and
Designer. maintenance manuals, warranties and guarantees for
materials and equipment installed in the Project.
3.5.1.4. Coordination of Other Independent
Consultants : Technical inspection and testing provided 3.5.1.8. Substantial Completion: In consultation with
by the Designer or others shall be coordinated by the the Designer, the CM shall determine when the
CM. The CM shall be provided with a copy of all Project and the Contractors work is substantially
inspection and testing reports on the day of the complete. In consultation with the Designer, the CM
inspection or test. In this paragraph, the CM is not shall, prior to issuing a Certificate of Substantial
responsible for providing, nor does the CM control, Completion, prepare a list of work that does not
the actual performance of technical inspection and conform to the Contract Documents. This list shall be
testing. The CM is performing a coordination function attached to the Certificate of Substantial Completion.
and is not acting in a manner so as to assume
responsibility, in part or in whole, for all or any part of 3.5.1.9. Final Completion: In consultation with the
such inspection and testing. Designer, the CM shall determine when the Project
and the Contractors work is finally completed and,
3.5.1.5. Review of Requests for Changes to the following completion of corrections, shall issue a
Contract Time and Price: The CM shall review the Certificate of Final Completion to the Owner.
contents of a request for changes to the contract time Following the receipt of payment from the Owner, the
or price submitted by a Contractor, assemble CM shall make all payments due to Contractors.
information concerning the request and endeavor to Receipt of payment from the Owner is a condition
determine the cause of the requests and make precedent to payment to the Contractors.
recommendations to the Owner as to the validity
thereof. In instances where the CMs analysis reveals 3.5.2. Time Management
that the request is valid, the CM shall prepare a
detailed report to the Owner for approval and prepare 3.5.2.1. Master Schedule: The CM shall adjust and
the necessary change order documents for signing by update the Master Schedule and distribute copies to
the Contractor and Owner. the Owner and Designer. All adjustments to the
Master Schedule shall be made for the benefit of the
3.5.1.6. Quality Review: In consultation with the Project.
Designer, the CM shall establish and implement a
program to monitor the quality of construction. The 3.5.2.2. Contractors Construction Schedules: The CM
purpose of the program shall be to guard the Owner shall review each Contractors Construction Schedule
against defects and deficiency in the work of the and shall verify that the schedule is prepared in
Contractor. The CM shall reject work and transmit to accordance with the requirements of the Contract
the Contractor a notice of nonconforming work when Documents and that it establishes completion dates
it is the opinion of the CM that the work does not that comply with the requirements of the Master
conform to the requirements of the Contract Schedule.
Documents. Except for minor variations as stated
herein, the CM is not authorized as part of this service 3.5.2.3. Construction Schedule Report: The CM shall
to change, evoke, enlarge, relax, alter, or to release review the progress of construction of each Contractor
any requirement of the Contract Documents or to on a monthly basis, shall evaluate the percentage
approve or accept any portion of the Work not complete of each construction activity as indicated in

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
each Contractors Construction Schedule and shall detail in writing by the Owner to the CM and then
review such percentages with the Contractor. This shall be described in detail in a request for proposal to
evaluation shall serve as data for input to each the affected Contractor(s), accompanied by technical
periodic Construction Schedule report that shall be drawings and specifications prepared by the Designer.
prepared and distributed to each Contractor, the In response to the request for a proposal, the
Owner and Designer. The report shall indicate the Contractor(s) shall submit to the CM for evaluation
actual progress compared to scheduled progress and detailed information concerning the costs and time
shall serve as the basis for the progress payment to adjustments, if any, necessary to perform the
each Contractor. The CM shall determine and proposed change order work. The CM shall discuss the
implement alternative courses of action that may be proposed change order with the Contractor(s) and
necessary to achieve contract compliance by each endeavor to determine the Contractors basis for the
Contractor. cost to perform the Work and the effect, if any, on the
Guaranteed Maximum Price. The CM shall make
3.5.2.4. CM Review of Time Extension Requests: The recommendations to the Owner prior to the Owners
CM shall, prior to the issuance of a change order, acceptance of change orders and, following Owner
determine the effect on the Master Schedule of time acceptance, shall prepare for signature by the CM and
extensions requested by the Contractor in each such Contractor or Owner the change order documents.
change order. The CM shall verify that the Work, and any adjustment
of time required by approved change orders has been
3.5.2.5. Recovery Schedules: If the CM determines incorporated into the Contractors Construction
that any specific Contractors are delaying the Schedule.
Schedule, the CM may require such Contractors to
prepare and submit a recovery schedule as specified in 3.5.3.4. Cost Records: In instances where a lump sum
the Contract Documents. or unit price is not determined prior to performing
work described in a request for proposal as provided
3.5.3. Cost Management in Paragraph 3.5.3.3, the CM shall request from the
Contractor records of the cost of payroll, materials
3.5.3.1. Schedule of Values (Each Contract): The CM and equipment and the amount of payments to
shall, in participation with the Contractors, determine subcontractors incurred by the Contractor in
a Schedule of Values for each of the construction performing the Work.
contracts. The Schedule of Values shall be the basis for
the allocation of the contract price to the activities 3.5.3.5. Trade-Off Studies: The CM shall provide trade-
shown on each Contractors Construction Schedule. off studies for various minor construction
components. The results of the trade-off studies shall
3.5.3.2. Allocation of Costs to Contractors be in report form and distributed to the Owner and
Construction Schedule: Each Contractors Construction Designer.
Schedule shall have its total contract price allocated
among each such Contractors scheduled activities so 3.5.3.6. Progress Payments: In consultation with the
that each of the Contractors activities shall be Designer, the CM shall review the payment
allocated a price and the sum of the prices of the applications submitted by each Contractor and
activities shall equal the total contract price. The CM determine whether the amount requested reflects the
shall review the contract price allocations and verify progress of the Contractors work. The CM shall make
that such allocations are made in accordance with the appropriate adjustments to each payment application
requirements of the Contract Documents. Progress and shall prepare and forward to the Owner a
Payments to the Contractor shall be based on the progress payment report. The report shall state the
Contractors percentage of completion of the total contract price, payments to date, current
scheduled activities as set out in the Construction payment requested, retainage and actual amounts
Schedule report and the Contractors compliance in owed for the current period. Included in this report
accordance with the Contract Documents. shall be a certificate of payment that shall be signed
by the CM and delivered to the Owner. The CM shall
3.5.3.3. Change Order Control: The CM shall establish make payments that are due to all contractors,
and implement a change order control system. All suppliers, and material men within ten (10) days
proposed change orders shall first be described in following the receipt of payment for the work from

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
the Owner. Receipt by the CM of payment from the 3.5.4.7. Contractors Safety Program Report: The CM
Owner is a condition precedent to payment to a shall review the safety programs of each Contractor as
contractor. In addition, the CM shall endeavor to keep required by the Contract Documents and coordinate
the Project and the site on which work is performed the safety programs for the Project.
free and clear of all liens and claims from contractors,
subcontractors, or suppliers. 3.6. Post Construction Phase

3.5.4. Management Information System (MIS) 3.6.1. Project Management

3.5.4.1. Schedule Maintenance Reports: The CM shall 3.6.1.1. Record Documents: The CM shall coordinate
prepare and distribute schedule maintenance reports and expedite submittals of information from the
during the Construction Phase. The reports shall Contractors for preparation of record drawings and
compare the actual construction dates to scheduled specifications, and shall coordinate and expedite the
construction dates of each separate construction transmittal of such record documents to the Owner.
contract and to the Master Schedule for the Project.
3.6.1.2. Organize and Index Operations and
3.5.4.2. Project Cost Reports: The CM shall prepare Maintenance Materials: Prior to final completion of
and distribute project cost reports during the the Project the CM shall compile manufacturers
Construction Phase. The reports shall specify actual operations and maintenance manuals, warranties and
project and construction costs compared to the guarantees and bind such documents in an organized
Project and Construction Budget. manner.

3.5.4.3. Project and Construction Budget Revisions: 3.6.1.3. Occupancy Permit: The CM shall assist the
The CM shall make recommendations to the Owner Owner in obtaining an occupancy permit by
concerning construction changes that may result in accompanying governmental officials during
revisions to the Project and Construction Budget or inspections of the Project, preparing and submitting
Guaranteed Maximum Price. documentation to governmental agencies and
coordinating final testing and other activities.
3.5.4.4. Cash Flow Reports: The CM shall prepare and
distribute cash flow reports during the Construction 3.6.2. Time Management
Phase. The reports shall specify actual cash flow as
compared to projected cash flow. 3.6.2.1. Occupancy Plan: The CM shall prepare an
Occupancy Plan for the Project. This plan shall be
3.5.4.5. Change Order Reports: The CM shall provided to the Owner.
periodically prepare and distribute change order
reports during the Construction Phase. The report 3.6.3. Cost Management
shall list all Owner-approved change orders by
number, a brief description of the change order work, 3.6.3.1. Change Orders: The CM shall continue to
the cost established in the change order and percent provide services related to change orders as specified
of completion of the change order work. The report in Paragraph 3.5.3.3.
shall also include similar information for potential
change orders of which the CM may be aware. 3.6.4. Management Information System (MIS)

3.5.4.6. Progress Payment Reports (Each Contract): 3.6.4.1. Closeout Reports: At the conclusion of the
The CM shall prepare and distribute progress payment Project, the CM shall prepare final project accounting
reports. The reports shall state the total construction and closeout reports.
contract price, payment to date, current payment
requested, retainage and actual amounts owed this 3.6.4.2. MIS Reports for Move-in and Occupancy: The
period. A portion of this report shall be a certificate of CM shall prepare and distribute reports associated
payment that shall be signed by the CM and delivered with the Occupancy Plan.
to the Owner for use by the Owner in making
payments to the CM. 3.7. Additional Services

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
3.7.1. At the request of the Owner, the CM shall and furnishing services in connection with the
perform the following Additional Services and shall be replacement of such work;
compensated for same as provided in Article 7 of this
Agreement. The CM shall perform Additional Services 3.7.1.15. Services made necessary by the default of a
only after the Owner and CM have executed a written Contractor;
amendment to this Agreement providing for such
services. Additional Services may include: 3.7.1.16. Preparation for and serving as a witness in
connection with any public or private hearing or
3.7.1.1. Services related to investigation, appraisal, or arbitration, mediation or legal proceeding;
evaluation of existing conditions, facilities, or
equipment or determination of the accuracy of 3.7.1.17. Assisting the Owner in public relations
existing drawings or other information furnished by activities and preparing information for and attending
the Owner; public meetings; and

3.7.1.2. Services related to procurement, storage, 3.7.1.18. Services related to move-in including
maintenance and installation of Owner-furnished preparing and soliciting responses to requests for
equipment, materials, supplies and furnishings; proposals, preparing and coordinating the execution
of contracts, conducting pre-moving conferences,
3.7.1.3. Services related to determination of space administering the contract for moving activities in
needs; conjunction with the move-in for the Project and
providing on-site personnel to oversee the relocation
3.7.1.4. Preparation of space programs; of furniture and equipment by the movers while
actual move-in is in progress.
3.7.1.5. Services related to building site investigations
and analysis; ARTICLE 4: DURATION OF THE
3.7.1.6. Services for tenant or rental spaces; CONSTRUCTION MANAGERS
SERVICES
3.7.1.7. Preparation of a Project financial feasibility
study; 4.1. The duration of the CMs Basic services under this
Agreement shall be U consecutive calendar days from
3.7.1.8. Preparation of financial, accounting or MIS the commencement date.
reports not provided under Basic Services;
4.1.1. The commencement date for the CMs Basic
3.7.1.9. Performance of technical inspection or Services shall be the date of execution of this
testing; Agreement by the Owner as stated herein or the date
on which the Owner issues to the CM a written
3.7.1.10. Preparation of an Operations and instruction to proceed with Basic Services, whichever
Maintenance Manual; is earlier.
3.7.1.11. Services related to recruiting and training of 4.1.2. The CMs Basic Services shall be performed for
maintenance personnel; the periods of time indicated in this Agreement. If
portions of design and construction occur
3.7.1.12. Performance of warranty inspections during simultaneously, some of the phase durations may
the warranty period of the Project; overlap.
3.7.1.13. Services related to interfacing or working 4.1.2.1. The CMs Basic Services during the Pre-Design
with the Designer or other consultants that are Phase shall be performed for a period of U
beyond the scope of this Agreement; consecutive calendar days from the commencement
date.
3.7.1.14. Consultation regarding replacement of work
damaged by fire or other cause during construction

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4.1.2.2. The CMs Basic Services during the Design compensation shall be made by a written amendment
Phase shall be performed for a period of U to this Agreement executed by the Owner and the CM.
consecutive calendar days, commencing on U. The amendment shall be executed by the Owner and
CM prior to the CM performing the services required
4.1.2.3. The CMs Basic Services during the by the amendment. The CM shall proceed to perform
Procurement Phase shall be performed for a period of the services required by the amendment only after
consecutive calendar days, commencing on U. receiving notice directing the CM to proceed.

4.1.2.4. The CMs Basic Services during the 5.1.4. Payment of Additional Compensation: The CM
Construction Phase shall be performed for a period of shall submit invoices for additional compensation with
U consecutive calendar days, commencing onU. its invoice for Basic Services and payment shall be
made pursuant to the provisions of Article 7 of this
4.1.2.5. The CMs Basic Services during the Post- Agreement.
Construction Phase shall be performed for a period of
U consecutive calendar days, commencing on U. ARTICLE 6: OWNERS
ARTICLE 5: CHANGES RESPONSIBILITIES
6.1. The Owner shall provide to the CM complete
5.1. Owner Changes
information regarding the Owners requirements for
the Project. The CM, however, does not warrant the
5.1.1. The Owner, without invalidating this
accuracy or completeness of any information provided
Agreement, may make changes in the CMs Basic
by the Owner.
Services specified in Article 3 of this Agreement. The
CM shall promptly notify the Owner of changes which
6.2. The Owner shall examine information submitted
increase or decrease the CMs compensation, the
by the CM and shall render decisions thereto
duration of the CMs Basic Services, or both.
promptly.
5.1.2. Additional Compensation and Extended
6.3. The Owner shall furnish design, legal, accounting
Duration: The CM shall be entitled to receive
and insurance counseling services as may be necessary
additional compensation and additional time when
for the Project.
the scope of Basic Services is increased or extended
through no fault of the CM. If the scope of Basic
6.4. The Owner shall furnish insurance for the Project
Services is increased or the duration of the CMs Basic
as specified in Article 8.
Services is extended or the duration of the Basic
Services to be performed within a phase duration 6.5. If the Owner observes or otherwise becomes
specified in Article 4 is extended, the CM shall be aware of any fault or defect in the Project or
entitled to receive additional compensation, and the nonconformity with the Contract Documents, the
duration of the Agreement shall be extended. A Owner shall give prompt written notice thereof to the
written request for additional compensation shall be CM.
given by the CM to the Owner within thirty (30) days
of the occurrence of the event giving rise to such 6.6. The Owner shall furnish required information and
request. The amount of additional compensation to be approvals and perform its responsibilities and
paid and the amount of extension of the duration of activities in a timely manner to facilitate orderly
this Agreement shall be determined on the basis of progress of the Work in cooperation with the CM,
the CMs cost, a customary and reasonable consistent with this Agreement, and in accordance
adjustment in the CMs fixed or lump sum fee with the planning and scheduling requirements and
consistent with the provisions of Article 7, and a budgetary restraints of the Project as determined by
determination of the length of the extensions of the the CM.
duration of this Agreement.
6.7. The Owner shall retain a Designer whose services,
5.1.3. Changes in the CMs Basic Services: Changes in duties and responsibilities shall be described in a
the CMs Basic Services and entitlement to additional written agreement between the Owner and Designer.

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The services, duties, and responsibilities of the 6.13. The Owner, its representatives and consultants
Designer set out in the agreement between the Owner shall communicate with the Contractors only through
and Designer shall be compatible and consistent with the CM.
this Agreement and the Contract Documents. The
Owner shall, in its agreement with the Designer, 6.14. The Owner shall send to the CM and shall
require that the Designer perform its services in require the Designer to send the CM copies of all
cooperation with the CM, consistent with this notices and communications sent to or received by
Agreement and in accordance with the planning, the Owner or Designer relating to the Project.
scheduling and budgetary requirements of the Project
as determined by the Owner and documented by the 6.15. The Owner shall designate, in writing, an officer,
CM. The terms and conditions of the agreement employee or other authorized representatives to act
between the Owner and the Designer shall not be in the Owners behalf with respect to the Project. This
changed or waived without written consent of the CM, representative shall have the authority to approve
whose consent shall not be unreasonably withheld. changes in the scope of the project and shall be
available during working hours and as often as may be
6.8. The Owner shall approve the Project and required to render decisions and furnish information
Construction Budget and Schedule and any in a timely manner.
subsequent revisions as provided in Article 3 of this
Agreement. 6.16. The Owner shall make payments to the CM on
the basis of the Contractors payment applications
6.9. If the Owner contracts separately with any other that are certified by the CM and on the basis of the
parties, the Owner shall cause all such agreements to CMs invoices for its services performed.
be compatible and consistent with this Agreement.
Each of the agreements shall include waiver of ARTICLE 7: COMPENSATION FOR CM
subrogation.
SERVICES AND PAYMENT
6.10. At the request of the CM, sufficient copies of
interim and final drawings, specifications and Contract 7.1. The CM shall receive compensation for its services
Documents shall be furnished to the CM by the Owner in accordance with Paragraph 7.2 (Cost Plus Fixed
at the Owners expense. Fee), Paragraph 7.3 (Lump Sum), o

6.11. The Owner shall in a timely manner secure, 7.2. Cost Plus Fixed Fee: The Owner shall compensate
submit and pay for necessary approvals, easements, the CM on the basis of the CMs cost plus fixed fee and
assessments, permits and charges required for the in accordance with the terms and conditions of this
construction, use or occupancy of permanent Agreement as follows:
structures, or for permanent changes in existing
facilities. 7.2.1. Compensation for Basic Services: The CM shall
be compensated for performing the Basic Services as
6.12. The Owner shall furnish evidence satisfactory to described in Article 3 as follows:
the CM that sufficient funds are available and
committed for the entire cost of the Project. Unless A fixed fee of: U Dollars ($U);
such reasonable evidence is furnished, the CM is not
required to commence its services and may, if such 7.2.1.1. The cost of employees working on the Project,
evidence is not presented within a reasonable time, or other than principals, in an amount, which equals the
if after such evidence has been furnished, the Owner multiples as established in Paragraphs 7.2.1.3, 7.2.1.4,
shall materially vary such financial arrangements and 7.2.1.5, multiplied by the personnel expense for
without prior notice to the CM, suspend the services each such employee. Personnel expense for an
specified in this Agreement upon fifteen (15) days employee shall be U times the base hourly wage.
written notice to the Owner and in such event, the CM Personnel expense includes the base hourly wage,
shall be compensated in the manner provided in payroll, taxes, employee benefits, Workers
Article 9.2. Compensation insurance. The cost of the CMs
principals shall be paid to the rate as specified in
Paragraph 7.2.1.6. The specified multiples and rates

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shall remain constant for a twelve month period 7.2.2.1.5. Computer software purchased;
following the date of this Agreement. Thereafter, the
multiples established in the referenced paragraphs 7.2.2.1.6. Electronic data processing service and rental
shall be adjusted by the CM if the CMs personnel of electronic data processing equipment;
expense changes;
7.2.2.1.7. Word processing equipment rental;
7.2.1.2. Employees assigned to the Project and
working at the construction site or employees for 7.2.2.1.8. Premiums for insurance beyond the limits
which the Owner provides all office facilities and normally carried by the CM that are required by the
services, excluding the project manager and assistant terms of this Agreement;
project managers, a multiple of U (U);
7.2.2.1.9. Relocation of employees and families;
7.2.1.3. Employees assigned to the Project and
working in the CMs administrative office, including 7.2.2.1.10. Temporary living expenses of employees
the project manager and assistant project managers, a who are not relocated, but assigned to the Project;
multiple of U (U);
7.2.2.1.11. Gross receipts taxes, sales or use taxes,
7.2.1.4. Construction and craft labor personnel services taxes and other similar taxes required to be
stationed at the construction site, a multiple of U(U); paid as a result of this Agreement;

7.2.1.5. Principals of the CM who participate in the 7.2.2.1.12. Field office expenses including the cost of
Project, a fixed rate of U Dollars ($U) per hour. The office rentals, field telephones, utilities, field office
Principals to be compensated according to these furniture, equipment and supplies; and
terms are:
7.2.2.1.13. Premium time work.
7.2.1.6. Independent engineers, architects and other
consultants employed by the CM and performing 7.2.2.2. The CM shall be compensated at cost plus a
services related to the Project, a multiple of U (U), fee of ten (10) percent for its administrative expenses
over the amount of the invoice for such services. for the cost of materials, equipment, supplies and
subcontractors related to General Conditions work
7.2.2. Direct Expenses that is provided by the CM at the request of the
Owner. Any direct labor provided by the CM related to
7.2.2.1. In addition to the compensation for Basic and General Conditions work shall be paid to the CM in
Additional Services stated herein, the CM shall be accordance with Paragraph 7.2.1.5.
reimbursed for direct expenses for performing its
Basic and Additional Services. Direct expenses are 7.2.3. Construction Managers Accounting Records
those actual expenditures made by the CM, its
principals, employees, independent engineers, 7.2.3.1. Records for the CMs personnel expenses,
architects, and other consultants in the interest of the independent engineers, architects and other
Project, including, without limitation: consultants fees and direct expenses pertaining to the
Project shall be maintained on the basis of generally
7.2.2.1.1. Long distance telephone calls, telegrams accepted accounting practices and shall be available
and fees paid for securing the approval of authorities for inspection by the Owner or the Owners
having jurisdiction over the Project; representative at mutually convenient times for a
period of two years after completion of the CMs Basic
7.2.2.1.2. Handling, shipping, mailing and Services.
reproduction of materials and documents;
7.2.4. Payments
7.2.2.1.3. Transportation and living expenses when Payments to the CM shall be made monthly, not later
traveling in connection with the Project; than fifteen (15) days after presentation of the CMs
invoice to the Owner as follows:
7.2.2.1.4. Computer equipment rental or service fees;

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7.2.4.1. Payment of the Fixed Fee as indicated in Installment No. Installment Due Installment
Paragraph 7.2.1.1 shall be in amounts prorated equally Date Amount
over the duration of the CMs Basic Services, as set
forth in Article 4; Click here to Click here to Click here to
enter text. enter text. enter text.
7.2.4.2. Payment of personnel expense and the fixed
hourly rate for principals shall be in amounts equal to
the actual hours spent during the billing period on the 7.3.2. Payments
Project, multiplied by the rates and multipliers Payments to the CM shall be made monthly, not later
denoted in Paragraphs 7.2.1.2, 7.2.1.3, 7.2.1.4, 7.2.1.5, than fifteen (15) days after receipt of the CMs Invoice
and 7.2.1.6; by the Owner.

7.2.4.3. Payment of independent engineer, architect 7.3.2.1. No deductions shall be made from the CMs
and other consultant services shall be in amounts compensation due to any claim of the Owner,
equal to the invoice in receipt by the CM for the billing Contractors or others not a party to this Agreement or
period times the multiplier stated in Paragraph due to any liquidated damages, retainage or other
7.2.1.7; sums withheld from payments to the Contractors or
others not a party to this Agreement.
7.2.4.4. Reimbursement for direct expenses shall be in
amounts equal to expenditures made during the 7.3.2.2. Payments due to the CM that are unpaid for
billing period and during previous billing periods not more than thirty (30) days from the due date of the
yet invoiced; CMs invoice shall bear interest at the annual rate of
U% from the due date, compounded monthly.
7.2.4.5. No deductions shall be made from the CMs
compensation due to any claim of the Owner, 7.3.3. Compensation for Additional Services
Contractors or others not a party to this Agreement or The CM shall be compensated and payments shall be
due to any liquidated damages, retainage or other made for performing Additional Services in an amount
sums withheld from payments to the Contractors or and on terms mutually agreeable between the Owner
others not a party to this Agreement; and and CM.

7.2.4.6. Payments due to the CM that are unpaid for 7.4. Guaranteed Maximum Price
more than thirty (30) days from the date of the CMs
invoice shall bear interest at the annual rate of U% 7.4.1. The Guaranteed Maximum Price shall be
from the due date, compounded monthly. determined and managed as follows:

7.2.5. Compensation for Additional Services 7.4.1.1. During the Design Phase, but not later than
The CM shall be compensated and payments shall be sixty (60) days prior to the date that the Work is
made for performing Additional Services in the same advertised for bids, the Owner, at its sole option, may
amount and manner as provided in Article 7 for Basic request the CM to establish a Guaranteed Maximum
Services. There shall be an increase in the Fixed Fee Price for the Project. The Guaranteed Maximum Price
set out in Paragraph 7.2.1.1 in an amount that is shall be documented by the CM as defined in Article
mutually agreeable between the Owner and CM. 12 and, once established, the Guaranteed Maximum
Price shall be subject to modification only as defined
7.3. Lump Sum in this Agreement.
The Owner shall compensate the CM for Basic Services
on the basis of a Lump Sum in accordance with the 7.4.1.2. The Guaranteed Maximum Price shall be
terms and conditions of this Agreement as follows: submitted to the Owner not more than thirty (30)
days after receipt by the CM of the Owners request
7.3.1. Compensation for Basic Services for the Guaranteed Maximum Price. The Owner shall
The CM shall be compensated for performing Basic accept such Guaranteed Maximum Price within fifteen
Services described in Article 3, a total Lump Sum in the (15) days of the date of the receipt unless such time is
amount of U Dollars ($U), which shall be paid in Click mutually agreed to be extended. If the Owner does
here to enter text. monthly installments as follows: not accept the Guaranteed Maximum Price within the
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time period herein provided, such price shall be 7.4.1.8. The Guaranteed Maximum Price is the total
presumed to be rejected by the Owner. cost of the Project, as defined herein plus the CMs fee
for Basic Services. The Guaranteed Maximum Price
7.4.1.3. In the event the Owner does not accept the includes the cost of labor, equipment, supplies,
CMs Guaranteed Maximum Price and elects not to go materials, services and allowances to complete the
forward with the Project, the CM shall be reimbursed project. The cost data shall be directly correlated to
in accordance with the requirements for termination the specific design drawings and specifications in
as defined in Paragraphs 9.1.1 and 9.1.3 of this existence at the time the Guaranteed Maximum Price
Agreement. is prepared. The assumptions used in the preparation
of the Guaranteed Maximum Price shall be identified
7.4.1.4. In the event the Owner does not request the by the CM as part of the Guaranteed Maximum Price
CM to establish a Guaranteed Maximum Price or does documentation, in accordance with Paragraph 12.1.2,
not accept the CMs Guaranteed Maximum Price, but and appended hereto.
chooses to proceed with the Project, then all
provisions of this Agreement regarding the 7.4.1.9. The Guaranteed Maximum Price shall include
Guaranteed Maximum Price and adjustments thereto those taxes applicable to the Project that are legally
shall become null and void. All other provisions of this enacted at the time the Guaranteed Maximum Price is
Agreement shall remain in full force and effect, with established. Any increase or decrease in taxes that
all Project costs being reimbursed to the CM by the affect the Guaranteed Maximum Price and that are
Owner in accordance with this Agreement without the enacted after the Guaranteed Maximum Price is
limitations imposed by Paragraph 12.1.6 thereof. submitted shall be incorporated into that price by
change order.
7.4.1.5. In the event that the Guaranteed Maximum
Price is accepted by the Owner within the time 7.4.1.10. The Owner may change the scope of the
stipulated herein, the applicable sections of Article 12 Project or a part thereof and the Guaranteed
of this Agreement shall be completed and initialized Maximum Price shall then be adjusted as provided in
by both parties to this Agreement and the CM shall Paragraph 7.4.3.
become responsible for the means, methods,
sequences, and procedures used in the construction of 7.4.2. Cost of the Project
the Project and shall proceed with the CMs Basic The term cost of the Project shall include all
Services. amounts paid by the Owner to the CM for payment to
all separate Contractors, suppliers and equipment
7.4.1.6. Construction contracts for the Work required lessors for all work, material, and equipment supplied
for the Project shall be between the CM and to the Project including general conditions items, plus
Contractors. The CM shall request and receive bids for the CMs Fee.
each contract and shall make a recommendation to
the Owner with respect to award of a contract to the 7.4.2.1. The cost of the Project shall not include the
lowest responsive and responsible bidder. The CM following:
shall enter into a contract with that bidder within five
(5) days after receipt of approval of award from the 7.4.2.1.1. The CMs fee for Basic Services;
Owner.
7.4.2.1.2. All professional fees paid by the Owner to
7.4.1.7. The CM shall be eligible to perform work of the Designer or other consultants retained directly by
specific trades on the Project. Should the CM elect to the Owner;
do so, it shall be required to offer a sealed bid for such
parts of the Project. The CMs bid shall be due on the 7.4.2.1.3. All costs paid directly by the Owner to
date established for receipt of the other separate contractors or suppliers retained directly by the
contractor bids. In the event that the CM is Owner and outside the scope of the Guaranteed
determined to be the lowest responsive and Maximum Price;
responsible bidder on such work, the Owner shall
approve award to the CM and shall enter into a 7.4.2.1.4. All Additional Services costs as defined
separate contract with the CM for that work. herein; or

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7.4.2.1.5. All other costs not within the control of the 7.4.3.1.3. If neither of the methods set forth in
CM or identified as being not within the Guaranteed 7.4.3.1.1 or 7.4.3.1.2 is agreed upon by the Owner, the
Maximum Price. CM provided it receives a written order signed by the
Owner, shall promptly proceed with the work
7.4.2.2. The cost of the Project may be further defined involved. The cost of such work shall then be
in the documentation required by Paragraph 12.1.2 of determined on the basis of the cost records for the
this Agreement. If the requirements of this Paragraph changed work. Choice of this method shall not restrict
7.4.2 and the documentation required by Paragraph the Owner or the CM from submitting the matter to
12.1.2 differ, then the CM shall identify and explain dispute resolution as set forth in Article 10 hereof as
the difference, but the documentation provided in to the justification or right of the CM to an increase in
accordance with Paragraph 12.1.2 shall be the basis the Guaranteed Maximum Price due to such work. In
for determining the scope of the Guaranteed such case, the CM shall keep and present in such form
Maximum Price. as may be agreeable to the Owner an itemized
accounting together with appropriate supporting data
7.4.3. Adjustments to the Guaranteed Maximum Price of the actual cost of the Project.
The CM understands, confirms and agrees that its
responsibility hereunder is to construct the Project in 7.4.3.2. If the unit prices are stated and if the
accordance with the drawings and specifications. It is quantities originally contemplated by the CM are so
recognized that the Guaranteed Maximum Price may changed in a proposed change order or as a result of
be determined based upon incomplete design several change orders that application of the agreed
documents and in those instances in which the unit prices to the quantities or work proposed cause
drawings and specifications are not complete at the substantial inequity to the Owner or the CM, the
time the Guaranteed Maximum Price is established, applicable unit prices and Guaranteed Maximum Price
the CM shall exercise reasonable care and judgment shall be adjusted.
to determine the intent of the design and shall
calculate the Guaranteed Maximum Price on the basis 7.4.3.3. Should concealed or unknown physical
of the quality of construction, materials, and finishes conditions be encountered that differ materially from
that can be reasonably inferred from the design those identified in the drawings or specifications, the
documents or other specified sources. The CM shall Guaranteed Maximum Price and the completion date
determine unit process and the cost of the Project and shall be adjusted upon claim made either by party to
shall make those assumptions regarding the project this Agreement within ten (10) calendar days after the
scope and the quality of the intended construction as first observance of the conditions.
may be necessary to fully document the Guaranteed
Maximum Price. The Owner and CM shall use the 7.4.3.4. The Designer shall have the authority to order
documentation specified in Paragraph 12.1.2 in minor changes in the Project consistent with the
determining whether or not the scope of the Project intent of the drawings and specifications and not
or a part thereof has been changed and in determining involving an adjustment in the Guaranteed Maximum
entitlement to an adjustment to the Guaranteed Price or change of the construction completion date.
Maximum Price. A determination regarding all Such changes may be affected by written order only
requests for adjustment to the Guaranteed Maximum and shall be signed by the Owner and the CM prior to
Price shall be made in writing within thirty (30) days the work being performed. The CM shall have the
from the date of a written request for an adjustment. right to dispute whether a Designer-ordered change is
minor in character or instead requires the issuance of
7.4.3.1. The amount of adjustment to increase or a change order.
decrease the Guaranteed Maximum Price resulting
from a change in the Project shall be determined in 7.4.4. Adjustments to the CMs Compensation
one or more of the following ways: The CM shall promptly notify the Owner when
changes to the scope of the Project or a part thereof
7.4.3.1.1. By mutual acceptance of a lump sum, or when delays caused in whole or in part by the
properly itemized and supported by cost data; or Owner or Designer increase or extend the scope or
duration of the CMs Basic Services. The CM shall be
7.4.3.1.2. By unit prices defined and listed in Exhibit A; entitled to receive additional compensation and an
or increase in the duration of this Agreement pursuant to

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the provision of Article 5 and consistent with the b. Commercial Motor Vehicle Liability
provisions of Article 7 of this Agreement. 1. Bodily Injury:
U Each Occurrence
ARTICLE 8: INSURANCE AND U Aggregate
2. Property Damage:
MUTUAL INDEMITY U Each Person
U Aggregate
8.1. CMs Liability Insurance
8.1.3. Commercial general liability insurance may be
8.1.1. The CM shall purchase and maintain such arranged under a single policy for the full limits
insurance that shall protect the CM from the claims required or by a combination of underlying policies
set forth below that may arise out of or result from with the balance provided by an excess or umbrella
the CMs performance of services pursuant to this liability policy.
Agreement:
8.1.4. The foregoing policies shall contain a provision
8.1.1.1. Claims under Workers Compensation, that coverages afforded under the policies shall not be
disability benefits and other similar employee benefits cancelled or expire until at least thirty (30) days
acts that are applicable to the Work performed; written notice as been given to the Owner and shall
include wither a liability endorsement covering this
8.1.1.2. Claims for damages because of bodily injury, Agreement or an endorsement making the Owner an
occupational sickness or disease or death of CMs additional insured under the policies. Certificates of
employees under applicable employers liability law; Insurance showing such coverages to be in force shall
be filed with the Owner prior to commencement of
8.1.1.3. Claims for damages because of bodily injury or the CMs services.
death of any person other than CMs employees;
8.2. Builders Risk Insurance
8.1.1.4. Claims for damages insured by usual personal
injury liability coverage that are sustained by any 8.2.1. The CM shall be responsible for purchasing and
person as a result of an offense directly related to the maintaining insurance to protect the Project from
employment of such person by the CM or by any other perils of physical loss. The insurance shall provide for
person. the full cost of replacement for the entire Project at
the time of any loss. The insurance shall include as
8.1.1.5. Claims for damages, other than to the Work named insureds the Owner, the CM, the Contractors
itself, because of injury to or destruction of tangible and their subcontractors and shall insure against the
property, including loss or use there from; or loss from the perils of fire and all risk coverage for
physical loss or damage due to theft, vandalism,
8.1.1.6. Claims for damages because of bodily injury or collapse, malicious mischief, transit, flood,
death of any person or property damage arising out of earthquake, testing, defective design, negligent
ownership, maintenance or use of any motor vehicle. workmanship or defective material. The CM shall
increase the coverage limits as necessary to reflect
8.1.2. The CMs commercial general and motor vehicle changes in the estimated replacement cost.
liability insurance, as required by Paragraph 8.1.1,
shall be written for not less than the following limits of 8.3. Property Insurance
liability:
8.3.1. If the Project includes as addition to or is
a. Commercial General Liability adjacent to an existing structure, the CM, the
1. Personal Injury: Contractors and the subcontractors shall be named as
U Each Occurrence additional insureds for the Owners property
U Aggregate insurance covering such structure and its contents.
2. Property Damage:
U Each Occurrence 8.3.2. If the Owner occupies or uses a part or parts of
U Aggregate the Project prior to substantial completion thereof,
such occupancy shall not occur until the Owner

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obtains property insurance for the structure and until implied) of the CM and its officers, directors, partners,
all insurance companies providing insurance for the employees, and agents, (hereafter the Owners
Project consent to such occupancy by endorsement to claims), shall not exceed the total insurance proceeds
the insurance policies. paid on behalf of or to the CM by the CMs insurers in
settlement or satisfaction of the Owners claims under
8.4. Owners and Designers Insurance the terms and conditions of the CMs insurance
policies applicable thereto (excluding fees, costs and
8.4.1. The CM shall be named as an additional named expenses of investigation, claims adjustment, defense
insured in any insurance policy for the Project that and appeal).
may be obtained by the Owner and Designer.
8.7.2. The Owner shall cause the Designer to defend,
8.5. Notices and Recovery indemnify and hold harmless the Owner and the CM,
and their employees, agents and representatives to
8.5.1. The Owner and CM each shall provide the other the same extent and in the same manner that CM has
with copies of all policies thus obtained for the provided indemnification for the Designer under
Project. Each party shall provide the other with sixty Paragraph 9.5.1.
(60) days notice of cancellation, non-renewal or
endorsement reducing or restricting coverage. 8.7.3. The Owner hereby agrees to defend, indemnify
and hold harmless the CM and its employees, agents
8.6. Waiver of Subrogation and representatives from and against any and all
claims, demands, suits and damages for bodily injury
8.6.1. The Owner and the CM waive all rights against and property damage for which the Owner is liable
each other and against the Contractors, the Designer, that arise out of or result from negligent acts or
and consultants, agents and employees of the other omissions of the Owner, its employees, agents,
for damages occurring during construction and representatives, independent contractors, suppliers,
covered by any property insurance required for this and the Designer.
Project. The Owner and the CM shall each require
appropriate similar waivers from their contractors, 8.7.4. The CM shall cause the each Contractor to
designers, consultants and agents. defend, indemnify and hold harmless the Owner, the
CM and the Designer from and against any and all
8.7. Indemnity claims, demands, suits, damages, including
consequential damages and damages resulting from
8.7.1. To the fullest extent permitted by law, the CM personal injury or property damage, costs, and
shall defend, indemnify and hold harmless the Owner, expenses and fees that are asserted against the Owner
its employees, agents, officers, directors and partners and the Designer and that arise out of or result from
from and against any and all damages arising from negligent acts or omissions by the Contractor, its
bodily injury or property damage and reasonable employees, agents and representatives in performing
attorneys fees incurred by the Owner caused solely the Work.
by the negligent act, error or omission of the CM, in
performance of services under this Agreement. The ARTICLE 9: TERMINATION AND
CM shall procure and maintain insurance as required
by and set forth in this Agreement. Notwithstanding SUSPENSION
any other provision of this Agreement, and to the
fullest extent permitted by law, the total liability, in 9.1. Termination
the aggregate, of the CM and its officers, directors,
partners, employees, and agents to the Owner and 9.1.1. This Agreement may be terminated by the
anyone claiming by, through or under the Owner, for Owner for convenience after seven (7) days written
any and all claims, losses, costs or damages notice to the CM.
whatsoever arising out of, resulting from or in any way
related to the Project or this Agreement from any 9.1.2. This Agreement may be terminated by either
cause or causes, including but limited to the party hereto upon seven (7) days written notice
negligence, professional errors or omissions, strict should the other party fail substantially to perform in
liability or breach of contract or warranty (express or accordance with the terms hereof through no fault of

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
the terminating party or if the Project in whole or by the Owner and during such period, the Owner shall
substantial part is stopped for a period of sixty (60) reimburse the CM for all costs of reduced staff. Upon
days by the Owner or under an order of any court or cessation of the suspension, the CM shall restore the
other public authority having construction site and home office staff to its former
size.
9.1.3. In the event of termination pursuant to
Paragraph 9.1.1, the CM shall be paid its 9.2.3. Persons assigned to another project during such
compensation for services performed to the date of suspension or period and not available to return to
termination, services of professional consultants then this Project upon cessation of the suspension shall be
due and all termination expenses. Termination replaced. The Owner shall reimburse the CM for costs
expenses are defined as those expenses arising prior, incurred in relocating staff persons returning to the
during and subsequent to termination that are directly Project or new persons assigned to the Project.
attributable to the termination, plus a percentage of
the CMs Fee as follows: 9.2.4. If the Project is suspended by the Owner for
more than three (3) months, the CM shall be paid
9.1.3.1. Twenty (20) percent if the termination occurs compensation for services performed prior to receipt
during the Pre-Design Phase, Design Phase, or of written notice from the Owner of such suspension,
Procurement Phase; or together with direct expenses then due and all
expenses and costs directly resulting from such
9.1.3.1.1. Ten (10) percent if the termination occurs suspension. If the Project is resumed after being
during the Construction Phase or Post-Construction suspended for more than six (6) month, the CM shall
Phase. have the option of requiring that its compensation,
including rates and fees, be renegotiated. Subject to
9.1.4. In the event of termination pursuant to the provisions of this Agreement relating to
Paragraph 9.1.2, the CM shall be paid its termination, a delay or suspension of the Project does
compensation for services performed to the date of not void this Agreement.
termination, services of professional consultants then
due and all termination expenses. No amount ARTICLE 10: DISPUTE RESOLUTION
computed as provided in Paragraphs 9.1.3.1 and
9.1.3.2 shall be paid in addition, if the termination is
10.1. Mediation/Litigation
due to the CMs failure to substantially perform in
accordance with the terms of this Agreement.
10.1.1. If a dispute arises out of or relates to this
Contract or its breach, the parties shall endeavor to
9.2. Suspension
settle the dispute first through good faith direct
discussions between their representatives. If the
9.2.1. The Owner may order, in writing, the CM to
Parties representatives are not able to resolve such
suspend all or any part of the CMs services for the
matter within five (5) business days of the date of the
Project for the convenience of the Owner or for work
first discussion, the Parties representatives shall
stoppage beyond the control of the Owner or the CM.
immediately inform senior executives of the Parties
If the performance of all or any part of the services for
who shall meet within five (5) business days to
the Project is suspended, an adjustment in the CMs
endeavor to reach resolution. If the dispute remains
compensation shall be made for the increase, if any, in
unresolved after fifteen (15) days from the date of
the cost of the CMs performance of this Agreement
first discussion, as a prerequisite to maintaining any
caused by such suspension and this Agreement shall
action based on this Agreement, all such claims,
be modified in writing accordingly.
disputes or controversies shall be presented for non-
binding mediation before JAMS or such other neutral
9.2.2. In the event the CMs services on the Project are
as may be agreed upon between the parties. If the
suspended, the Owner shall reimburse the CM for all
dispute cannot be settled by mediation within sixty
of the costs of its construction site staff, assigned
(60) days, the parties shall submit the dispute to
Project home office staff and other costs provided for
litigation in state or federal court venued in the state
by this Agreement for the first thirty (30) days of such
and county where the Project is located.
suspension. The CM shall reduce the size of such staff
for the remainder of the suspension period as directed

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
10.2. Joinder of Other Parties in Litigation may be amended only by written instrument signed by
In any litigation filed in accordance with this both the Owner and the CM. Nothing contained in this
Agreement, either party thereto, at its sole discretion, Agreement is intended to benefit any third party. The
may include by joinder persons or entities Contractors and Designer are not intended third party
substantially involved in a common question of law or beneficiaries of this Agreement.
fact whose presence is required if complete relief is to
be accorded therein. 11.5. Severability

ARTICLE 11: ADDITIONAL 11.5.1. If any provision of this Agreement is held as a


matter of law to be unenforceable, the remainder of
PROVISIONS this Agreement shall be enforceable without such
provision.
11.1. Confidentiality
The CM will keep all information concerning the 11.6. Meaning of Terms
Project confidential, except for communications
incident to completion of the Project between the CM, 11.6.1. References made in the singular shall include
Designer, and Contractor, and their independent the plural and the masculine shall include the feminine
professional engineers, architects and other or neuter.
consultants and subcontractors, and accountants and
attorneys, and except for publicity approved by the 11.6.2. The meaning of terms used herein shall be
Owner and communications in connection with filings consistent with the definitions expressed in the CMAA
with governmental bodies having jurisdiction over the Standard Form Agreements, Contracts and General
design or construction of the Project. Conditions.

11.2. Limitation and Assignment 11.7. Notices

11.2.1. The Owner and the CM each bind itself, its 11.7.1. Whenever any provision of the Contract
successors, assigns and legal representatives to the Documents requires the giving of written notice, it
terms of this Agreement. shall be deemed to have been validly given if delivered
in person to the individual or to a member of the firm
11.2.2. Neither the Owner nor the CM shall assign or or to an officer of the corporation for whom it is
transfer its interest in this Agreement without the intended or if delivered or sent by registered or
written consent of the other, except that the CM may certified mail, postage prepaid, addressed as follows:
assign accounts receivable to a commercial bank for
securing loans without approval of the Owner. To the Owner: U
However, nothing contained in this paragraph can To the CM: U
prevent the CM from employing such consultants,
associates or subcontractors as the CM may deem ARTICLE 12: SPECIAL GUARANTEED
appropriate to assist in performance of the services
hereunder.
MAXIMUM PRICE PROVISIONS

11.3. Governing Law 12.1. Guaranteed Maximum Price

11.3.1. Unless otherwise provided, this Agreement 12.1.1. Upon the Designers preparation and Owners
shall be governed by the law of the State where the approval of U%-complete drawings the Owner and the
Project is located. CM shall set a Guaranteed Maximum Price for the
Project. Until such time, CM shall be compensated as
11.4. Extent of Agreement set forth in Section 7.1 hereof.

11.4.1. This Agreement represents the entire and 12.1.2. Documentation of the Guaranteed Maximum
integrated agreement between the Owner and the CM Price shall be developed by the CM from the design
and supercedes all prior negotiations, representations drawings and specifications and such other documents
or agreements, either written or oral. This Agreement as may be specified as follows:

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
12.1.2.1. The documentation, which shall be attached amount shown in the Project and Construction Budget
hereto as Exhibit A and made a part hereof by for such item shall be increased by an amount equal to
reference, shall include budgeted amounts for each of the difference between such cost and the amount
U priced divisions of the Work required for the Project shown in the Project and Construction Budget for such
and an amount of U designated as a contingency item and the Contingency shall be reduced by the
amount (the Contingency) for the use of the CM. The same amount. The Guaranteed Maximum Price shall
Guaranteed Maximum Price is for the total cost of the not be adjusted; and
Project and not the cost for each or any division of the
Project, unless otherwise specified. 12.1.3.3. If the Owner directs the CM to award a
contract to a bidder other than the lowest responsible
12.1.2.2. The documentation shall be prepared by the and responsive bidder for any potion of the Project,
CM and submitted to the Owner with the Guaranteed the Guaranteed Maximum Price shall be increased by
Maximum Price. The documentation may include the amount of the difference between the award price
drawings, sketches, specifications, calculations or and the price submitted by the lowest responsible and
other data used to identify the basis of the responsive bidder. The Contingency shall not be
Guaranteed Maximum Price. changed;

12.1.3. As the separate contracts, purchase orders or 12.1.4. The Guaranteed Maximum Price established
other fixed contract prices are obtained and are for the Project is U Dollars ($U). This Guaranteed
awarded for each of the separately priced divisions of Maximum Price is for the work described in the
the work required for the Project as shown in the documentation attached as Exhibit A.
Project and Construction Budget, the Guaranteed
Maximum Price and the Project and Construction 12.1.5. In the event that the cost of the Project
Budget shall be adjusted as follows: exceeds the Guaranteed Maximum Price and any
adjustments therein as may be due pursuant to the
12.1.3.1. If the cost of any division as awarded is less terms hereof, the CM shall continue to perform at no
than the amount shown on the Project and additional cost to the Owner until the Project, defined
Construction Budget, as determined in accordance by this Agreement and all Attachments hereto
with the terms of this Agreement, the amount complete. The CM shall be responsible for paying all
indicated in the Project and Construction Budget for costs, in accordance with the terms of this Agreement
such item shall be reduced by an amount equal to the that may be necessary to complete the Project, even if
difference between such cost and the amount shown such amounts are in aggregate in excess of the
on the Project and Construction Budget for such item Guaranteed Maximum Price.
and the Contingency shall be increased by the same
amount; (Remainder of the page is intentionally left blank.)

12.1.3.2. If the cost of any division is greater than the


amount shown in the Project and Construction Budget
to the extent that the Contingency is sufficient, the

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.
This Agreement is executed the day and year first written above.

OWNER: CONSTRUCTION MANAGER:


U U

Title: U Title: U

Attest: Attest:

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Reproduction or translation of any part of this Document without the permission of the copyright owner is unlawful.