CONSTRUCTION MANAGEMENT AT-RISK (CMAR) AGREEMENT

AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER

Cost of the Work Plus a Fee with a Guaranteed Maximum Price

THIS CONSTRUCTION MANAGEMENT AT-RISK AGREEMENT ("Agreement") is made and entered into as of the [____] day of [________________], 20[____] ("Effective Date"),

BY AND BETWEEN:

OWNER:
Name: [________________________________]
Type of Entity: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Authorized Representative: [________________________________]
Title: [________________________________]

("Owner")

AND

CONSTRUCTION MANAGER:
Name: [________________________________]
Type of Entity: [________________________________]
License No.: [________________________________]
State(s) of Licensure: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Authorized Representative: [________________________________]
Title: [________________________________]

("Construction Manager" or "CM")

Owner and Construction Manager are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Owner intends to undertake the construction of the project described herein (the "Project") and desires to engage a Construction Manager to provide preconstruction services and construction services under the Construction Manager at-Risk (CMAR) delivery method;

WHEREAS, the Construction Manager has represented that it possesses the requisite experience, qualifications, financial capacity, and construction expertise to perform the services described herein;

WHEREAS, the Parties intend that the Construction Manager shall provide preconstruction phase services during the design of the Project and, upon mutual agreement of a Guaranteed Maximum Price, shall provide construction phase services and assume the financial risk for completing the Work within the Guaranteed Maximum Price;

WHEREAS, the Parties desire to set forth the terms and conditions governing the Construction Manager's engagement, compensation, obligations, and risk allocation;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — INITIAL INFORMATION AND PROJECT DESCRIPTION

1.1 Project Description

Project Name: [________________________________]
Project Location/Address: [________________________________]
County: [________________________________]
State: [________________________________]
Legal Description (if applicable): [________________________________]

1.2 General Description of the Project

[________________________________]
[Provide a narrative description of the Project, including scope of work, approximate square footage, number of stories, intended use, and any other relevant project parameters.]

1.3 Project Budget

Owner's Overall Project Budget: $[________________________________]
Owner's Construction Budget (Target): $[________________________________]

1.4 Project Schedule (Target)

1.5 Architect/Engineer

Name: [________________________________]
Address: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Agreement Date with Owner: [__/__/____]

The Owner's agreement with the Architect/Engineer is:
☐ Attached hereto as Exhibit [____]
☐ Available for review upon request
☐ To be provided upon execution

1.6 Owner's Designated Representative

The Owner designates [________________________________] as its representative authorized to act on behalf of the Owner with respect to the Project. The Owner's Representative shall:

(a) Examine documents submitted by the Construction Manager and render decisions promptly;
(b) Facilitate communication among the Owner, Architect, and Construction Manager;
(c) Have authority to approve Change Orders up to $[________________________________] individually and $[________________________________] in the aggregate without additional Owner approval.

1.7 Construction Manager's Designated Representative

The Construction Manager designates [________________________________] as its representative who shall be assigned to the Project on a [☐ full-time / ☐ part-time] basis during the:

☐ Preconstruction Phase
☐ Construction Phase
☐ Both Phases

The Construction Manager shall not change its designated representative without prior written notice to the Owner and the Owner's reasonable consent.

1.8 Key Personnel

The following key personnel shall be assigned to the Project and shall not be reassigned or replaced without the Owner's prior written consent, which shall not be unreasonably withheld:

1.9 Applicable Laws and Procurement Requirements

☐ This Project is publicly funded and subject to the following procurement statutes:
[________________________________]
☐ This Project requires compliance with prevailing wage / Davis-Bacon Act requirements
☐ This Project is subject to minority/women/disadvantaged business enterprise (M/W/DBE) participation goals of [____]%
☐ This Project is privately funded
☐ Other: [________________________________]

ARTICLE 2 — PRECONSTRUCTION PHASE SERVICES

2.1 General Preconstruction Obligations

The Construction Manager shall provide preconstruction phase services commencing on [__/__/____] or upon execution of this Agreement, whichever is later. The Construction Manager shall work collaboratively with the Owner and Architect/Engineer during the design phase to provide the following services:

2.2 Scope of Preconstruction Services

2.2.1 Preliminary Evaluation and Consultation

(a) Review the Owner's program, Project requirements, and budget and schedule expectations;
(b) Provide recommendations regarding site use, phasing, building systems, materials, construction feasibility, and budget implications;
(c) Identify and advise on governmental approvals, permits, and regulatory requirements;
(d) Advise on selection of testing and inspection services.

2.2.2 Constructability Review

(a) Review the Architect's design documents at each major milestone (Schematic Design, Design Development, Construction Documents at [____]%, [____]%, and [____]% completion) for constructability, coordination, and completeness;
(b) Provide written constructability reports within [____] business days of receipt of design documents at each milestone;
(c) Identify design elements that may result in construction delays, cost increases, or coordination conflicts;
(d) Recommend alternative materials, systems, or methods to improve constructability.

2.2.3 Cost Estimating

(a) Prepare detailed cost estimates at the following design milestones:
☐ Conceptual/Programming Phase
☐ Schematic Design ([____]% completion)
☐ Design Development ([____]% completion)
☐ Construction Documents — [____]% completion
☐ Construction Documents — [____]% completion
☐ Construction Documents — [____]% completion (final)

(b) Each cost estimate shall include:
- Itemized direct construction costs organized by CSI MasterFormat division or UniFormat system;
- General conditions costs;
- Construction Manager's fee;
- Contingencies (design contingency and construction contingency);
- Allowances;
- Escalation factors;
- Comparison to the Owner's budget with a reconciliation narrative.

(c) If any cost estimate exceeds the Owner's Construction Budget, the Construction Manager shall collaborate with the Owner and Architect to identify cost reduction strategies, including but not limited to value engineering, alternative materials, phasing modifications, and scope adjustments.

2.2.4 Value Engineering

(a) Prepare and present value engineering proposals identifying potential cost savings without materially diminishing the quality, function, or design intent of the Project;
(b) Each value engineering proposal shall include a description of the proposed change, estimated cost impact, schedule impact, quality/performance comparison, and long-term maintenance implications;
(c) Value engineering proposals shall be submitted with each cost estimate.

2.2.5 Scheduling Services

(a) Prepare a preliminary Project schedule at the commencement of preconstruction services;
(b) Update the schedule at each design milestone, incorporating:
- Design phase durations;
- Permitting timelines;
- Long-lead procurement items;
- Phasing and sequencing;
- Construction duration;
- Owner move-in / occupancy requirements;
- Weather contingency allowances;
- Commissioning and close-out activities.

(c) The schedule shall be prepared using Critical Path Method (CPM) scheduling software acceptable to the Owner;
(d) Identify long-lead items and advise on advance procurement opportunities.

2.2.6 Subcontractor and Supplier Market Analysis

(a) Develop and maintain a list of qualified subcontractors and suppliers for each trade;
(b) Develop bidders' interest in the Project and report such interest to the Owner and Architect;
(c) Prepare a subcontracting plan addressing:
- Trade package breakdown;
- Prequalification criteria and process;
- Bidding procedures and timeline;
- M/W/DBE outreach efforts (if applicable);
- Self-performance scope (if any, subject to Section 7.8).

2.2.7 Design-Assist Services

(a) Where requested by the Owner, the Construction Manager shall engage specialty subcontractors during the design phase to provide design-assist services for the following trade packages:

☐ Mechanical (HVAC)
☐ Electrical
☐ Plumbing
☐ Fire Protection/Suppression
☐ Structural Steel
☐ Building Envelope/Curtain Wall
☐ Elevator/Vertical Transportation
☐ Technology/Low Voltage
☐ Other: [________________________________]

(b) Design-assist subcontractors shall be selected through a qualifications-based process approved by the Owner;
(c) Costs of design-assist services incurred during preconstruction shall be:
☐ Included in the Preconstruction Fee
☐ Reimbursed as a Cost of the Work
☐ Included in the GMP
☐ Other: [________________________________]

2.2.8 Sustainability and Regulatory Review

(a) Advise on construction methods and materials to achieve sustainability or green building certifications if applicable:
☐ LEED (target level: [________________])
☐ WELL Building Standard
☐ ENERGY STAR
☐ Living Building Challenge
☐ Other: [________________________________]
☐ Not applicable

(b) Review design for code compliance, ADA/accessibility, and life-safety requirements from a constructability perspective.

2.3 Preconstruction Phase Duration

The Preconstruction Phase shall commence on [__/__/____] and is anticipated to continue through execution of the GMP Amendment. Preconstruction services and construction services may proceed concurrently as mutually agreed.

2.4 Ownership of Preconstruction Work Product

All reports, estimates, schedules, analyses, value engineering proposals, and other work product prepared by the Construction Manager during the preconstruction phase shall become the property of the Owner upon payment. The Construction Manager may retain copies for its records.

ARTICLE 3 — GUARANTEED MAXIMUM PRICE (GMP)

3.1 GMP Proposal

3.1.1 When the design has progressed to a stage mutually agreed upon by the Owner and Construction Manager, but no later than [__/__/____], the Construction Manager shall submit a GMP Proposal to the Owner for review. The GMP Proposal shall include:

(a) The proposed Guaranteed Maximum Price, inclusive of:
- Estimated Cost of the Work (as defined in Article 7);
- Construction Manager's Fee (as defined in Section 6.2);
- General Conditions costs;
- CM Contingency;
- Allowances;

(b) A list of the GMP Basis Documents (the specific drawings, specifications, addenda, and other documents upon which the GMP is based), identified by title, date, and revision number;

(c) A list of assumptions and clarifications upon which the GMP is based;

(d) A list of allowances and a statement of their basis;

(e) A statement of the CM Contingency amount and the criteria for its use;

(f) A proposed construction schedule, including dates of Substantial Completion and Final Completion;

(g) A date by which the Owner must accept the GMP Proposal (not less than [____] days from submission);

(h) A schedule of values organized by trade and CSI division;

(i) An itemized statement of the estimated Cost of the Work organized by trade or work package;

(j) The Construction Manager's proposed subcontracting plan;

(k) Identification of any Qualifying Conditions or exclusions.

3.1.2 The Construction Manager may submit the GMP Proposal based on design documents that are less than 100% complete. In such case, the GMP Proposal shall clearly identify:

(a) The level of design completion upon which the GMP is based;
(b) The assumptions made by the Construction Manager regarding incomplete design elements;
(c) The reasonably inferred scope items included in the GMP.

3.2 Owner Review and Acceptance

3.2.1 Upon receipt of the GMP Proposal, the Owner and Architect shall review the GMP Proposal and may:

(a) Accept the GMP Proposal;
(b) Reject the GMP Proposal and request revisions;
(c) Negotiate modifications to the GMP Proposal;
(d) Terminate this Agreement pursuant to Article 14.

3.2.2 If the Owner accepts the GMP Proposal, the Parties shall execute a GMP Amendment to this Agreement substantially in the form attached as Exhibit A ("GMP Amendment"). Upon execution, the GMP Amendment shall be incorporated into and become a part of this Agreement.

3.3 GMP Amendment

The GMP Amendment shall set forth:

(a) The Guaranteed Maximum Price;
(b) The GMP Basis Documents;
(c) The assumptions and clarifications;
(d) The construction schedule with Substantial Completion and Final Completion dates;
(e) The Construction Manager's Fee;
(f) The General Conditions costs;
(g) The CM Contingency;
(h) Allowances;
(i) The savings split allocation (Section 3.8);
(j) Liquidated damages provisions (if applicable);
(k) Any other terms specific to the construction phase.

3.4 Multiple GMP Amendments

☐ The Parties anticipate a single GMP Amendment for the entire Project.
☐ The Parties anticipate multiple GMP Amendments for the following phases/packages:

Phase/Package 1: [________________________________]
Phase/Package 2: [________________________________]
Phase/Package 3: [________________________________]
Phase/Package 4: [________________________________]

Each GMP Amendment shall be a separate undertaking, and the Construction Manager's total financial obligation under this Agreement shall be the aggregate of all executed GMP Amendments.

3.5 Failure to Agree on GMP

If the Owner and Construction Manager are unable to agree on a Guaranteed Maximum Price by [__/__/____], then:

(a) The Owner may direct the Construction Manager to proceed on a cost-of-the-work-plus-fee basis (without a GMP) for a period not to exceed [____] days while negotiations continue;
(b) Either Party may terminate this Agreement upon [____] days' written notice;
(c) Upon such termination, the Construction Manager shall be compensated for all preconstruction services performed through the date of termination and for any construction-phase costs legitimately incurred, plus the Construction Manager's Fee on such costs.

3.6 Adjustment of the GMP

The Guaranteed Maximum Price shall be adjusted only by:

(a) Written Change Orders executed by both Parties (Article 8);
(b) Construction Change Directives issued by the Owner (Article 8);
(c) Cost or time impacts resulting from:
- Owner-directed changes in scope;
- Differing or concealed site conditions not reasonably discoverable;
- Hazardous materials not identified in the GMP Basis Documents;
- Force majeure events (as defined in Section 12.5);
- Changes in applicable law enacted after the GMP Amendment date;
- Suspension of the Work by the Owner (Section 12.3);
- Other causes expressly identified in this Agreement.

The GMP shall not be adjusted for:

(a) Subcontractor bid overages or cost increases within the defined scope;
(b) Construction Manager's errors in estimating;
(c) Construction Manager's failure to properly manage the Work;
(d) Labor or material cost escalation within the defined scope (unless an escalation allowance is exhausted);
(e) Rework necessitated by the Construction Manager's failure to comply with the Contract Documents.

3.7 CM Contingency

3.7.1 Amount. The CM Contingency included in the GMP is: $[________________________________] (representing approximately [____]% of the estimated Cost of the Work).

3.7.2 Permitted Uses. The CM Contingency may be used by the Construction Manager, at its reasonable discretion, for the following purposes only:

(a) Trade buyout variances (subcontractor bids exceeding estimates for work within the defined GMP scope);
(b) Costs attributable to reasonably inferred scope items not explicitly shown in the GMP Basis Documents but reasonably inferable therefrom;
(c) Minor coordination costs and field conditions within the defined scope;
(d) Costs of corrective work that do not constitute defective work;
(e) Other costs within the defined scope of the GMP Basis Documents.

3.7.3 Prohibited Uses. The CM Contingency shall not be used for:

(a) Costs resulting from the Construction Manager's negligence or willful misconduct;
(b) Defective or nonconforming work;
(c) Scope additions or Owner-directed changes;
(d) Costs covered by insurance or bond claims;
(e) Fines, penalties, or liquidated damages;
(f) Costs that constitute a basis for a Change Order.

3.7.4 Reporting. The Construction Manager shall provide a monthly CM Contingency status report to the Owner, itemizing all draws, remaining balance, and projected usage.

3.7.5 Unused CM Contingency. Any unused CM Contingency at Final Completion shall be treated as savings and distributed in accordance with Section 3.8.

3.8 Savings and Savings Split

3.8.1 Definition of Savings. "Savings" means the difference between the Guaranteed Maximum Price (as adjusted by Change Orders) and the sum of the actual Cost of the Work, the Construction Manager's Fee, and General Conditions costs (as finally determined), provided that such difference is a positive number.

3.8.2 Distribution of Savings. Savings shall be distributed as follows:

☐ Option A: 100% to Owner
☐ Option B: [____]% to Owner / [____]% to Construction Manager
☐ Option C: First $[________________________________] to Owner, then [____]% to Owner / [____]% to Construction Manager
☐ Option D: Custom allocation:
[________________________________]

3.8.3 Conditions for Savings Distribution. The Construction Manager's share of savings (if any) shall be subject to:

(a) Achievement of Substantial Completion on or before the scheduled date (as adjusted);
(b) Satisfaction of all punch list items within [____] days of Substantial Completion;
(c) Delivery of all close-out documents (as-builts, warranties, O&M manuals, training);
(d) Resolution of all outstanding claims and disputes;
(e) Receipt of all required governmental inspections and certificates of occupancy;
(f) Submission of final accounting documentation satisfactory to the Owner.

3.8.4 Timing of Savings Payment. The Construction Manager's share of savings shall be paid within [____] days after Final Completion and the Owner's final reconciliation and acceptance of the Construction Manager's final accounting.

ARTICLE 4 — CONSTRUCTION PHASE SERVICES

4.1 Commencement

The Construction Manager shall commence the construction phase upon the later of:

(a) Execution of the GMP Amendment;
(b) Issuance of the Notice to Proceed by the Owner;
(c) Issuance of the applicable building permit(s).

The Owner may authorize the Construction Manager to commence early construction activities prior to execution of the GMP Amendment for the following:

☐ Site preparation and demolition
☐ Long-lead material procurement
☐ Foundation work
☐ Utilities relocation
☐ Other: [________________________________]

Such early work shall be authorized by written amendment and shall be included in the subsequent GMP.

4.2 General Construction Obligations

The Construction Manager shall:

(a) Perform and manage the Work in accordance with the Contract Documents;
(b) Provide all labor, materials, equipment, tools, and supervision necessary for the proper execution of the Work;
(c) Be responsible for construction means, methods, techniques, sequences, and procedures;
(d) Maintain the construction site in a clean, orderly, and safe condition;
(e) Coordinate its work with the Architect, Owner's separate contractors, and applicable governmental authorities;
(f) Comply with all applicable federal, state, and local laws, regulations, codes, and ordinances;
(g) Obtain and pay for all construction-phase permits and governmental fees (unless otherwise specified);
(h) Be responsible for the acts and omissions of its employees, subcontractors, sub-subcontractors, and their agents and employees.

4.3 Supervision and Staffing

(a) The Construction Manager shall provide qualified, competent, full-time supervision of the Work;
(b) The Superintendent shall be present at the Project site at all times that Work is being performed;
(c) The Construction Manager shall maintain staffing levels adequate to meet the approved construction schedule;
(d) The Owner reserves the right to require removal and replacement of any Construction Manager employee or subcontractor employee whose conduct or competence is, in the Owner's reasonable judgment, detrimental to the Project.

4.4 Schedule Management

4.4.1 Construction Schedule. Within [____] days of executing the GMP Amendment, the Construction Manager shall submit a detailed CPM construction schedule for Owner approval, including:

(a) All construction activities with logical relationships and durations;
(b) Procurement and submittal activities for all major materials and equipment;
(c) Owner-furnished items and Owner decision points;
(d) Milestone dates, including Substantial Completion and Final Completion;
(e) Float identification;
(f) Weather day allowances;
(g) Commissioning and testing activities;
(h) Phasing and occupancy sequences (if applicable).

4.4.2 Schedule Updates. The Construction Manager shall update the construction schedule [☐ weekly / ☐ bi-weekly / ☐ monthly] and submit updated schedules to the Owner and Architect at each progress meeting.

4.4.3 Recovery Schedule. If at any time the Construction Manager's progress falls behind the approved schedule by more than [____] calendar days through no fault of the Owner, the Construction Manager shall, at no additional cost to the Owner:

(a) Submit a recovery schedule within [____] business days;
(b) Increase workforce, work overtime, or employ other measures to regain the schedule;
(c) Bear all costs associated with schedule recovery, provided the delay is the Construction Manager's responsibility.

4.5 Quality Control and Quality Assurance

(a) The Construction Manager shall implement and maintain a written quality control/quality assurance (QC/QA) program;
(b) The QC/QA program shall be submitted to the Owner and Architect within [____] days of executing the GMP Amendment;
(c) The Construction Manager shall correct defective or nonconforming work at its own expense, whether or not such work has been previously inspected or approved;
(d) The Architect shall be the initial interpreter of the design intent and the requirements of the Contract Documents.

4.6 Safety

(a) The Construction Manager shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work;
(b) The Construction Manager shall designate a qualified safety representative at the Project site;
(c) The Construction Manager shall maintain a written site-specific safety plan;
(d) The Construction Manager shall comply with all OSHA regulations and applicable safety codes;
(e) The Construction Manager shall report all accidents, injuries, and safety incidents to the Owner within [____] hours of occurrence.

4.7 Submittals and Shop Drawings

(a) The Construction Manager shall prepare and maintain a submittal schedule coordinated with the construction schedule;
(b) The Construction Manager shall review all submittals for compliance with the Contract Documents prior to forwarding to the Architect;
(c) The Construction Manager's review shall not relieve the Architect's responsibility for design adequacy;
(d) The Construction Manager shall allow adequate time in the schedule for submittal review.

4.8 Project Meetings and Reporting

(a) The Construction Manager shall conduct regular progress meetings at least [☐ weekly / ☐ bi-weekly] with the Owner and Architect;
(b) The Construction Manager shall prepare and distribute meeting minutes within [____] business days;
(c) The Construction Manager shall submit monthly progress reports including:
- Schedule status and narrative;
- Cost report with comparison to GMP;
- CM Contingency status;
- Change Order log;
- Submittal status;
- RFI log;
- Safety report;
- Quality issues;
- Upcoming activities and look-ahead schedule;
- Cash flow projection.

4.9 Close-Out and Final Completion

(a) The Construction Manager shall prepare and submit a close-out plan at least [____] days prior to anticipated Substantial Completion;
(b) Upon Substantial Completion, the Construction Manager shall complete all punch list items within [____] days;
(c) The Construction Manager shall deliver the following prior to or upon Final Completion:

☐ As-built drawings
☐ Equipment warranties and guarantees
☐ Operations and maintenance manuals
☐ Training for Owner's personnel
☐ Spare parts and attic stock
☐ Certificates of occupancy / final inspection approvals
☐ Release of liens / final lien waivers from all subcontractors and suppliers
☐ Consent of surety to final payment (if bonded)
☐ Final accounting and cost documentation
☐ Commissioning reports
☐ LEED / sustainability documentation (if applicable)
☐ Record set of specifications with addenda and modifications
☐ Keys, access cards, and security codes

ARTICLE 5 — OWNER'S RESPONSIBILITIES

5.1 Information and Services

The Owner shall:

(a) Provide full information regarding the requirements of the Project, including the Owner's program, budget, and schedule;
(b) Provide surveys describing the physical characteristics, legal limitations, and utility locations for the site;
(c) Provide geotechnical and environmental reports for the site;
(d) Furnish all legal, accounting, and insurance counseling services as may be necessary;
(e) Provide prompt written notice to the Construction Manager if the Owner becomes aware of any fault or defect in the Work or nonconformance with the Contract Documents;
(f) Communicate with subcontractors and suppliers only through the Construction Manager, unless otherwise agreed.

5.2 Owner's Right to Perform Work and Award Separate Contracts

The Owner reserves the right to perform work related to the Project with the Owner's own forces and to award separate contracts in connection with other portions of the Project. The Construction Manager shall coordinate its work with such separate contractors.

5.3 Owner's Right to Carry Out the Work

If the Construction Manager defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within [____] business days after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to any other remedy the Owner may have, correct such deficiency and deduct the cost thereof from payment due the Construction Manager.

5.4 Financial Information

5.4.1 Upon the Construction Manager's written request, the Owner shall provide evidence of financing arrangements for the Project.

5.4.2 The Owner shall pay the Construction Manager in accordance with this Agreement and shall maintain adequate funds to fulfill its payment obligations.

ARTICLE 6 — CONSTRUCTION MANAGER'S COMPENSATION

6.1 Preconstruction Phase Compensation

6.1.1 Preconstruction Services Fee. The Owner shall pay the Construction Manager for preconstruction phase services a fee of:

☐ Lump Sum: $[________________________________]
☐ Hourly (not to exceed): $[________________________________]

Hourly Rates:
| Role | Hourly Rate |
|---|---|
| Project Executive | $[________]/hr |
| Preconstruction Manager | $[________]/hr |
| Estimator (Senior) | $[________]/hr |
| Estimator | $[________]/hr |
| Scheduler | $[________]/hr |
| MEP Coordinator | $[________]/hr |
| Administrative | $[________]/hr |

6.1.2 Payment. The Preconstruction Services Fee shall be paid:

☐ Monthly, based on percentage of services completed
☐ Monthly, in equal installments of $[________________________________]
☐ Upon completion of milestones:
[________________________________]
☐ Other: [________________________________]

6.1.3 Reimbursable Expenses During Preconstruction.

☐ All preconstruction expenses are included in the Preconstruction Fee
☐ The following expenses are reimbursable in addition to the Preconstruction Fee (at cost, with a markup of [____]%):
☐ Third-party cost estimating
☐ Printing and reproduction
☐ Travel
☐ Design-assist subcontractor fees
☐ Other: [________________________________]

6.2 Construction Phase Compensation — Construction Manager's Fee

6.2.1 CM Fee. The Construction Manager's Fee for the construction phase shall be:

☐ Fixed percentage of the Cost of the Work: [____]%
☐ Fixed lump sum: $[________________________________]
☐ Other: [________________________________]

The CM Fee covers the Construction Manager's overhead, profit, and home-office costs.

6.2.2 Fee Adjustment. If the scope of the Work is materially changed by Change Order, the CM Fee shall be adjusted as follows:

☐ The CM Fee percentage shall apply to the adjusted Cost of the Work
☐ The CM Fee shall be equitably adjusted by negotiation
☐ Other: [________________________________]

6.3 General Conditions Costs

6.3.1 General conditions costs are:

☐ Included in the Cost of the Work (Article 7), itemized below
☐ A fixed lump sum of $[________________________________] per month for [____] months
☐ A fixed lump sum for the duration of the Project: $[________________________________]

6.3.2 General conditions costs include, but are not limited to:

☐ On-site project management staff salaries, wages, and benefits
☐ Temporary facilities (trailers, offices, storage)
☐ Temporary utilities (water, power, sanitation)
☐ Temporary fencing and barricades
☐ Temporary roads and parking
☐ Security services
☐ Job-site communication equipment
☐ Project management software and technology
☐ Printing and document reproduction
☐ Clean-up and debris removal (daily/periodic)
☐ Final cleaning
☐ Small tools and consumables
☐ Safety equipment and supplies
☐ First aid supplies
☐ Photographs and video documentation
☐ Surveying and layout
☐ Testing and inspection (not by independent agencies)
☐ Dumpsters and waste disposal
☐ Winter protection / temporary heating
☐ Other: [________________________________]

ARTICLE 7 — COST OF THE WORK

7.1 Definition

The term "Cost of the Work" means costs necessarily incurred by the Construction Manager in the proper performance of the Work, subject to the GMP limitation. The Cost of the Work shall include the items set forth in this Article 7.

7.2 Labor Costs

(a) Wages and salaries of construction workers directly employed by the Construction Manager to perform the Work at the Project site;
(b) Wages or salaries of the Construction Manager's supervisory and administrative employees when stationed at the Project site with the Owner's prior approval;
(c) Costs of employee benefits, including social security, unemployment insurance, workers' compensation, health insurance, retirement, sick leave, vacation, and similar costs;
(d) Bonuses, profit sharing, or incentive compensation only as approved by the Owner in writing.

7.3 Subcontractor Costs

(a) Payments made by the Construction Manager to subcontractors and sub-subcontractors in accordance with their respective subcontracts;
(b) Costs of subcontractor bonds, if required.

7.4 Material and Equipment Costs

(a) Costs of materials, supplies, and equipment incorporated into the Work, including delivery, storage, and applicable taxes;
(b) Costs of materials in excess of those actually installed, if approved by the Owner (e.g., attic stock);
(c) Costs of temporary materials and equipment that are consumed in the performance of the Work.

7.5 Construction Equipment Costs

(a) Rental charges for machinery, equipment, and tools (not owned by the Construction Manager) used at the Project site;
(b) For equipment owned by the Construction Manager, costs not to exceed competitive rental rates for comparable equipment in the Project area;
(c) Costs of transportation, installation, dismantling, and removal of equipment.

7.6 Other Costs Included in Cost of the Work

(a) Building permit fees and other governmental fees, licenses, and inspections;
(b) Royalties and license fees paid for the use of patented designs, processes, or equipment;
(c) Testing and inspection costs required by the Contract Documents;
(d) Costs of removal and disposal of debris;
(e) Costs arising from emergencies affecting the safety of persons or property;
(f) Costs of data processing services related to the Work;
(g) Legal, mediation, and arbitration costs (other than those arising from disputes between Owner and Construction Manager);
(h) Costs of repair or correction of damaged or nonconforming work, provided the damage was not caused by the Construction Manager's negligence.

7.7 Costs NOT Included in Cost of the Work

The following shall not be included in the Cost of the Work:

(a) Salaries and expenses of the Construction Manager's principal officers and home-office employees (covered by the CM Fee);
(b) Overhead and general expenses of the Construction Manager's home office (covered by the CM Fee);
(c) Capital expenses, including interest on the Construction Manager's capital;
(d) Rental costs of the Construction Manager's home office;
(e) Costs due to the negligence or failure of the Construction Manager to fulfill a specific responsibility under this Agreement;
(f) Costs of correction of defective work;
(g) Costs that would cause the GMP to be exceeded (such excess costs being the Construction Manager's responsibility);
(h) Fines, penalties, and assessments;
(i) Entertainment and gift expenses.

7.8 Self-Performed Work

☐ The Construction Manager shall not self-perform any trade work; all trade work shall be performed by subcontractors
☐ The Construction Manager may self-perform the following trade work, subject to Owner approval:
[________________________________]
☐ The Construction Manager may self-perform trade work not to exceed [____]% of the Cost of the Work, provided competitive bids are solicited and documented
☐ Other: [________________________________]

7.9 Accounting Records and Audits

(a) The Construction Manager shall maintain full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement;
(b) The Owner, or the Owner's authorized representative, shall be afforded access to and the right to audit and copy the Construction Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda, and other data relating to this Agreement;
(c) The Construction Manager shall preserve such records for a period of [____] years after Final Completion, or such longer period as required by law;
(d) The Construction Manager shall require all subcontractors to maintain similar records and grant similar audit rights.

ARTICLE 8 — CHANGES IN THE WORK

8.1 Change Orders

A Change Order is a written instrument signed by the Owner, Architect, and Construction Manager, stating their agreement upon a change in the Work; an adjustment in the GMP, if any; and an adjustment in the Contract Time, if any.

8.2 Construction Change Directives

8.2.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner, directing a change in the Work prior to agreement on an adjustment, if any, in the GMP or Contract Time.

8.2.2 Upon receipt of a Construction Change Directive, the Construction Manager shall promptly proceed with the changed Work. The Construction Manager shall maintain detailed records of the costs of performing the changed Work.

8.3 Minor Changes

The Architect may order minor changes in the Work that do not involve an adjustment in the GMP or an extension of the Contract Time and are consistent with the intent of the Contract Documents. Such changes shall be effected by written order.

8.4 Pricing of Changes

Changes in the Work shall be priced using the following methods, in order of preference:

(a) Lump sum — mutually agreed upon by the Owner and Construction Manager;
(b) Unit prices — if applicable unit prices are established in the Contract Documents;
(c) Cost of the Work plus CM Fee — with the CM Fee applied at the rate established in Section 6.2;
(d) Time and material — with an agreed-upon not-to-exceed amount.

8.5 Markup on Changes

8.6 Claims for Additional Cost or Time

If the Construction Manager wishes to make a claim for an increase in the GMP or an extension of the Contract Time, it shall give the Owner and Architect written notice within [____] days of the occurrence giving rise to the claim. Failure to provide timely notice shall constitute a waiver of the claim.

ARTICLE 9 — SUBCONTRACTORS

9.1 Subcontracting

(a) The Construction Manager shall be fully responsible for acts and omissions of its subcontractors and sub-subcontractors and their agents and employees;
(b) All subcontracts shall be written and shall incorporate the applicable terms of this Agreement by reference;
(c) The Construction Manager shall not subcontract the entire Work.

9.2 Subcontractor Selection and Bidding

9.2.1 Prequalification. The Construction Manager shall develop prequalification criteria for subcontractors and submit such criteria to the Owner for approval. Prequalification criteria shall include, at a minimum:

(a) Financial capacity and bonding capability;
(b) Relevant project experience;
(c) Safety record (EMR, OSHA citations);
(d) References;
(e) Workforce capacity;
(f) Licensing and insurance.

9.2.2 Competitive Bidding. Unless otherwise agreed by the Owner:

(a) The Construction Manager shall solicit competitive bids from a minimum of [____] prequalified subcontractors for each trade package exceeding $[________________________________];
(b) Bid packages shall be prepared by the Construction Manager and include the applicable scope of work from the Contract Documents;
(c) The Construction Manager shall evaluate bids and provide a bid tabulation and recommendation to the Owner;
(d) The Owner shall have the right to review bid results and approve all subcontractor selections exceeding $[________________________________];
(e) The Construction Manager shall not award any subcontract to a related or affiliated entity without prior written disclosure to and approval by the Owner.

9.2.3 Subcontractor Substitution. The Construction Manager shall not substitute any subcontractor previously approved by the Owner without the Owner's prior written consent.

9.3 Subcontract Requirements

All subcontracts shall include the following provisions:

(a) Requirement to comply with the Contract Documents;
(b) Indemnification of the Owner and Architect;
(c) Assignment clause permitting assignment to the Owner upon termination of this Agreement;
(d) Insurance requirements consistent with Article 11;
(e) Warranty obligations;
(f) Lien waiver requirements;
(g) Prompt payment provisions;
(h) M/W/DBE compliance requirements (if applicable);
(i) Flow-down of applicable dispute resolution provisions.

ARTICLE 10 — CONTRACT TIME

10.1 Substantial Completion

10.1.1 "Substantial Completion" means the stage in the progress of the Work when the Work (or designated portion thereof) is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended purpose.

10.1.2 The date of Substantial Completion shall be as set forth in the GMP Amendment: [__/__/____].

10.2 Final Completion

10.2.1 "Final Completion" means the completion of all Work in accordance with the Contract Documents, including all punch list items, delivery of all close-out documents, and satisfaction of all conditions precedent to final payment.

10.2.2 Final Completion shall be achieved within [____] days after Substantial Completion.

10.3 Time Extensions

The Construction Manager shall be entitled to an extension of the Contract Time for the following causes, provided the Construction Manager complies with the notice requirements of this Agreement:

(a) Changes in the Work directed by the Owner;
(b) Owner-caused delays;
(c) Abnormal adverse weather conditions exceeding historical averages;
(d) Force majeure events (Section 12.5);
(e) Concealed or unknown conditions;
(f) Delays caused by governmental authorities having jurisdiction;
(g) Labor disputes not caused by the Construction Manager;
(h) Other delays beyond the Construction Manager's reasonable control.

10.4 Liquidated Damages

☐ Liquidated damages apply:
Amount: $[________________________________] per calendar day after the Substantial Completion date (as adjusted)
Cap: $[________________________________] (or [____]% of the GMP)

☐ Liquidated damages do not apply (Owner retains right to actual damages)

10.5 Early Completion Incentive

☐ Early completion incentive applies:
Amount: $[________________________________] per calendar day of early Substantial Completion
Cap: $[________________________________]

☐ No early completion incentive

ARTICLE 11 — INSURANCE AND BONDS

11.1 Construction Manager's Insurance

The Construction Manager shall procure and maintain, at its own expense, the following insurance coverages with carriers rated A- VII or better by A.M. Best:

11.1.1 Commercial General Liability
- Each Occurrence: $[________________________________]
- General Aggregate: $[________________________________]
- Products/Completed Operations Aggregate: $[________________________________]
- Personal and Advertising Injury: $[________________________________]
- Products/Completed Operations: Maintained for [____] years after Final Completion

11.1.2 Automobile Liability
- Combined Single Limit: $[________________________________]
- Covering: ☐ Owned ☐ Hired ☐ Non-owned vehicles

11.1.3 Workers' Compensation and Employers' Liability
- Workers' Compensation: Statutory limits
- Employers' Liability:
- Each Accident: $[________________________________]
- Disease — Each Employee: $[________________________________]
- Disease — Policy Limit: $[________________________________]

11.1.4 Umbrella/Excess Liability
- Each Occurrence: $[________________________________]
- Aggregate: $[________________________________]

11.1.5 Professional Liability (if providing design services or design-assist)
- Each Claim: $[________________________________]
- Annual Aggregate: $[________________________________]
- Maintained for [____] years after Final Completion

11.1.6 Contractor's Pollution Liability (if applicable)
- Each Occurrence: $[________________________________]
- Aggregate: $[________________________________]

11.1.7 Subcontractor Default Insurance (SDI) (if applicable)
☐ Required ☐ Not required
- If SDI is used in lieu of subcontractor bonds, the Owner shall be named as an additional insured

11.2 Additional Insured

The Owner, Architect, and their respective officers, directors, members, partners, agents, and employees shall be named as additional insureds on the Construction Manager's Commercial General Liability, Automobile Liability, and Umbrella/Excess Liability policies. Such additional insured coverage shall be primary and non-contributory.

11.3 Builder's Risk Insurance

☐ The Owner shall procure and maintain builder's risk / installation floater insurance
☐ The Construction Manager shall procure and maintain builder's risk insurance

Builder's risk insurance shall:
(a) Be written on an "all risk" or "special cause of loss" form;
(b) Cover the full insurable value of the Work, including materials stored on-site and in transit;
(c) Include coverage for soft costs, delay in completion, testing, and commissioning;
(d) Name the Owner, Construction Manager, and all subcontractors as insureds;
(e) Include a waiver of subrogation in favor of all named insureds.

11.4 Bonds

11.4.1 Performance Bond
☐ Required — in the amount of [____]% of the GMP
☐ Not required

11.4.2 Payment Bond
☐ Required — in the amount of [____]% of the GMP
☐ Not required

11.4.3 Bonds shall be issued by a surety company authorized to do business in the state where the Project is located and rated A- VII or better by A.M. Best. Bonds shall be in a form acceptable to the Owner.

11.4.4 Cost of Bonds. The cost of bonds is:
☐ Included in the Cost of the Work
☐ Paid separately by the Owner
☐ Other: [________________________________]

11.4.5 Subcontractor Bonds. Subcontractor performance and payment bonds shall be required for all subcontracts exceeding $[________________________________].

11.5 Certificates and Evidence of Insurance

(a) The Construction Manager shall deliver certificates of insurance and applicable endorsements to the Owner prior to commencing the Work and upon each renewal;
(b) Certificates shall evidence compliance with all requirements of this Article;
(c) The Construction Manager shall provide [____] days' advance written notice of cancellation, non-renewal, or material modification of any required policy.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________]. Any legal action arising out of this Agreement shall be filed in the courts of [________________________________] County, [________________________________].

12.2 Dispute Resolution

Disputes shall be resolved in the following sequence:

Step 1 — Negotiation. The Parties' designated representatives shall attempt to resolve the dispute within [____] business days of written notice.

Step 2 — Mediation. If negotiation is unsuccessful, the Parties shall submit the dispute to mediation administered by:
☐ American Arbitration Association (AAA) under its Construction Industry Mediation Procedures
☐ JAMS
☐ Other: [________________________________]

Step 3 — Final Resolution.
☐ Binding Arbitration administered by [________________________________] under its Construction Industry Arbitration Rules
☐ Litigation in the courts identified in Section 12.1

Continuation of Work. Pending final resolution of any dispute, the Construction Manager shall diligently continue to perform the Work, and the Owner shall continue to make undisputed payments.

12.3 Suspension by the Owner

The Owner may, at any time and for any reason, order the Construction Manager in writing to suspend, delay, or interrupt the Work, in whole or in part. If such suspension is not due to the Construction Manager's fault, the GMP and Contract Time shall be equitably adjusted to compensate the Construction Manager for the costs of demobilization, remobilization, and delay, plus the CM Fee on such costs.

12.4 Indemnification

12.4.1 To the fullest extent permitted by law, the Construction Manager shall defend, indemnify, and hold harmless the Owner, Architect, and their respective officers, directors, employees, agents, and consultants from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the performance of the Work, provided such claim is attributable to:

(a) Bodily injury, sickness, disease, or death;
(b) Injury to or destruction of tangible property (other than the Work itself);
(c) The negligent acts, errors, or omissions of the Construction Manager, its subcontractors, or anyone for whose acts any of them may be liable;

but only to the extent caused by the negligent acts or omissions of the Construction Manager, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable.

12.4.2 The Owner shall indemnify and hold harmless the Construction Manager from claims arising from the negligent acts or omissions of the Owner or the Owner's separate contractors.

JURISDICTION NOTE: Indemnification provisions are subject to anti-indemnity statutes that vary by state. Many states prohibit broad-form indemnification in construction contracts. This provision must be reviewed and may need to be modified to comply with applicable state law. Notable state restrictions include:
- Texas — Tex. Ins. Code § 151.102 (voids broad-form indemnity)
- California — Cal. Civ. Code § 2782 (limits indemnity to CM's proportionate fault)
- New York — N.Y. Gen. Oblig. Law § 5-322.1 (voids indemnity for indemnitee's own negligence)
- Florida — Fla. Stat. § 725.06 (limits indemnity obligations)

12.5 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, government actions, embargoes, labor disputes (not involving the Construction Manager's employees), unusually severe weather, or failure of suppliers. The affected Party shall provide prompt written notice and use commercially reasonable efforts to mitigate the delay.

12.6 Confidentiality

Each Party agrees to maintain the confidentiality of the other Party's proprietary or confidential information and shall not disclose such information to third parties without prior written consent, except as required by law, court order, or as necessary for performance of this Agreement.

12.7 Assignment

Neither Party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that the Owner may assign this Agreement to a lender as collateral security.

12.8 No Third-Party Beneficiaries

Nothing in this Agreement shall create any contractual relationship between the Owner and any subcontractor, sub-subcontractor, or supplier, or any rights in any third party.

12.9 Waiver of Consequential Damages

☐ Mutual waiver applies: The Owner and Construction Manager waive claims against each other for consequential damages arising out of or relating to this Agreement, including but not limited to damages incurred by the Owner for rental expenses, loss of use, income, profit, financing, business, or reputation; and damages incurred by the Construction Manager for principal office overhead, loss of financing, business, or reputation, and loss of profit, except anticipated profit arising directly from the Work.

☐ No mutual waiver: Each Party retains the right to claim consequential damages.

12.10 Entire Agreement

This Agreement, together with all exhibits, amendments, and the GMP Amendment(s), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral.

12.11 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

12.12 Notices

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by recognized overnight courier to the addresses set forth in this Agreement, or to such other address as a Party may designate by written notice.

12.13 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the fullest extent permitted by applicable law, including the federal ESIGN Act (15 U.S.C. § 7001 et seq.) and applicable state law.

ARTICLE 13 — PAYMENT

13.1 Progress Payments — Preconstruction Phase

The Construction Manager shall submit monthly invoices for preconstruction services in accordance with Section 6.1. The Owner shall pay each invoice within [____] days of receipt.

13.2 Progress Payments — Construction Phase

13.2.1 Applications for Payment. On or before the [____] day of each month, the Construction Manager shall submit to the Architect an Application for Payment covering Work performed through the end of the preceding month. Each Application shall include:

(a) An updated schedule of values;
(b) A cost report comparing actual costs to the GMP;
(c) Conditional lien waivers from the Construction Manager;
(d) Conditional lien waivers from all subcontractors and suppliers for the current payment period;
(e) Unconditional lien waivers from all subcontractors and suppliers for the previous payment period;
(f) CM Contingency status report;
(g) Stored material documentation (invoices, insurance, photographs).

13.2.2 Certification and Payment. The Architect shall review and certify the Application for Payment within [____] days of receipt. The Owner shall make payment within [____] days of the Architect's certification.

13.2.3 Retainage.

(a) The Owner shall retain [____]% of each progress payment;
(b) When the Work is [____]% complete, the retainage may be reduced to [____]% upon the Construction Manager's written request and the Owner's approval;
(c) Retainage on subcontractor work shall be held at the same rate;
(d) The Owner may release subcontractor retainage upon completion and acceptance of a subcontractor's scope of work, at the Construction Manager's request.

13.3 Final Payment

13.3.1 Final payment, including release of all retainage, shall be due within [____] days after:

(a) Final Completion;
(b) Receipt of the Construction Manager's final accounting;
(c) Receipt of unconditional final lien waivers from the Construction Manager, all subcontractors, and all suppliers;
(d) Receipt of consent of surety to final payment (if bonded);
(e) Resolution of all outstanding claims;
(f) Receipt of all close-out documents (Section 4.9);
(g) Owner's final reconciliation and determination of savings (if any) under Section 3.8.

13.3.2 Acceptance of final payment by the Construction Manager shall constitute a waiver of all claims by the Construction Manager against the Owner, except those claims previously made in writing and identified by the Construction Manager as unsettled at the time of final payment.

13.4 Interest on Late Payments

Payments not made within the time periods specified herein shall bear interest at the rate of [____]% per annum, or the maximum rate permitted by applicable law, whichever is less.

13.5 Prompt Payment to Subcontractors

The Construction Manager shall pay each subcontractor within [____] days of receipt of payment from the Owner for the subcontractor's Work. The Construction Manager shall require similar prompt-payment provisions in all subcontracts.

ARTICLE 14 — TERMINATION

14.1 Termination by the Owner for Cause

14.1.1 The Owner may terminate this Agreement for cause if the Construction Manager:

(a) Persistently or repeatedly fails to perform the Work in accordance with the Contract Documents;
(b) Fails to make prompt payment to subcontractors or suppliers;
(c) Persistently disregards applicable laws, statutes, ordinances, or regulations;
(d) Is adjudged bankrupt, makes a general assignment for the benefit of creditors, or has a receiver appointed;
(e) Otherwise substantially breaches a material provision of this Agreement.

14.1.2 Upon termination for cause, the Owner may:

(a) Take possession of the Project site and all materials, equipment, tools, and construction documents;
(b) Complete the Work by whatever reasonable method the Owner deems expedient;
(c) Withhold all payments until the Work is complete;
(d) Recover from the Construction Manager all costs of completing the Work in excess of the GMP (as adjusted), including reasonable attorneys' fees.

14.1.3 If the Owner's costs of completing the Work do not exceed the GMP, the Owner shall pay the Construction Manager for Work properly performed prior to termination, less damages incurred.

14.2 Termination by the Owner for Convenience

14.2.1 The Owner may terminate this Agreement for convenience upon [____] days' written notice to the Construction Manager.

14.2.2 Upon termination for convenience, the Construction Manager shall be entitled to payment for:

(a) Work properly performed prior to termination;
(b) Costs attributable to demobilization and termination;
(c) The CM Fee earned on the Cost of the Work incurred;
(d) Reasonable termination costs, but not including lost profits on unperformed Work.

14.3 Termination by the Construction Manager

14.3.1 The Construction Manager may terminate this Agreement if:

(a) The Owner fails to make payment within [____] days of the date due;
(b) The Work is stopped for [____] consecutive days through no fault of the Construction Manager due to a court order, governmental authority, or the Owner's failure to provide access or information;
(c) The Owner substantially breaches a material provision of this Agreement and fails to cure within [____] days of written notice.

14.3.2 Upon termination by the Construction Manager, the Construction Manager shall be entitled to payment for all Work properly performed, plus reasonable termination costs and the CM Fee on Work performed, plus a markup of [____]% on termination costs.

14.4 Obligations Upon Termination

Upon any termination, the Construction Manager shall:

(a) Cease the Work as directed;
(b) Take reasonable measures to protect Work in place;
(c) Assign subcontracts to the Owner (at the Owner's request);
(d) Remove equipment, temporary facilities, and debris as directed;
(e) Deliver all Project documents, including as-builts, submittals, and shop drawings.

ARTICLE 15 — WARRANTY

15.1 Construction Manager's Warranty

The Construction Manager warrants to the Owner that:

(a) All materials and equipment furnished under this Agreement shall be new (unless otherwise specified), of good quality, and free from defects;
(b) The Work shall be free from defects not inherent in the quality required by the Contract Documents;
(c) The Work shall conform to the requirements of the Contract Documents.

15.2 Warranty Period

The warranty period shall be [____] year(s) from the date of Substantial Completion, unless a longer warranty period is specified in the Contract Documents for particular items or systems. Extended warranties include:

15.3 Correction of Work

The Construction Manager shall promptly correct Work found to be defective or nonconforming within the warranty period. The cost of correction, including removal and replacement, shall be borne by the Construction Manager.

ARTICLE 16 — REPRESENTATIONS AND WARRANTIES

16.1 Construction Manager's Representations

The Construction Manager represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its state of organization;
(b) It holds all licenses, permits, and certifications required to perform the Work;
(c) It has the financial capacity and bonding capability to perform its obligations;
(d) The execution and performance of this Agreement will not violate any other agreement to which it is a party;
(e) It has reviewed and is familiar with the Project site, local conditions, and applicable requirements;
(f) No officer, director, or employee of the Construction Manager has a financial interest in any subcontractor or supplier that has not been disclosed in writing to the Owner.

16.2 Owner's Representations

The Owner represents and warrants that:

(a) It has the legal authority to enter into this Agreement and to authorize the Work;
(b) It has or will have adequate financial resources to fund the Project;
(c) It has provided accurate and complete information regarding the Project site and requirements to the best of its knowledge.

EXHIBITS AND ATTACHMENTS

The following exhibits are attached hereto and incorporated by reference:

☐ Exhibit A — Form of GMP Amendment
☐ Exhibit B — General Conditions (AIA A201-2017 / EJCDC CMAR-700 / ConsensusDocs 200 / Custom, as modified)
☐ Exhibit C — Insurance Requirements Schedule
☐ Exhibit D — Form of Performance Bond
☐ Exhibit E — Form of Payment Bond
☐ Exhibit F — Construction Manager's Preconstruction Proposal
☐ Exhibit G — Owner's Project Requirements / Program
☐ Exhibit H — Allowance Schedule
☐ Exhibit I — Unit Price Schedule
☐ Exhibit J — Form of Subcontractor Prequalification Questionnaire
☐ Exhibit K — M/W/DBE Participation Requirements (if applicable)
☐ Exhibit L — Prevailing Wage Determination (if applicable)
☐ Exhibit M — Form of Lien Waiver (Conditional and Unconditional)
☐ Exhibit N — [________________________________]

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

OWNER:

[________________________________]

By: ____________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSTRUCTION MANAGER:

[________________________________]

By: ____________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A — FORM OF GMP AMENDMENT

GMP AMENDMENT NO. [____]

TO THE CONSTRUCTION MANAGEMENT AT-RISK AGREEMENT

Dated: [__/__/____] ("Original Agreement")

Between: [________________________________] ("Owner")
And: [________________________________] ("Construction Manager")

For: [________________________________] ("Project")

This GMP Amendment No. [____] is entered into as of [__/__/____] and amends the Original Agreement as follows:

1. Guaranteed Maximum Price

The Guaranteed Maximum Price for [☐ the entire Project / ☐ the following phase/package: ________________________________] is established as:

2. GMP Basis Documents

The GMP is based upon the following documents:

3. Assumptions and Clarifications

The GMP is based upon the following assumptions and clarifications:

1. [________________________________]
2. [________________________________]
3. [________________________________]
4. [________________________________]
5. [________________________________]

4. Allowances

5. Qualifying Conditions / Exclusions

The following are excluded from the GMP:

1. [________________________________]
2. [________________________________]
3. [________________________________]

6. Construction Schedule

7. Savings Split

Savings (as defined in Section 3.8 of the Agreement) shall be distributed:
[____]% to Owner / [____]% to Construction Manager

8. Liquidated Damages

☐ $[________________________________] per calendar day after the Substantial Completion date
☐ Not applicable

9. Incorporation

Except as specifically modified by this GMP Amendment, all terms and conditions of the Original Agreement remain in full force and effect. In the event of a conflict between this GMP Amendment and the Original Agreement, this GMP Amendment shall control.

OWNER:

By: ____________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSTRUCTION MANAGER:

By: ____________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

JURISDICTION-SPECIFIC NOTES

California

• Cal. Pub. Cont. Code §§ 20175-20175.2 (CMAR authority for counties on projects over $1 million)
• Cal. Civ. Code § 2782 (anti-indemnity statute — limits indemnity to CM's proportionate fault)
• Cal. Civ. Code §§ 8000-9566 (mechanics lien law — preliminary notice, stop payment notice)
• Cal. Lab. Code §§ 1720-1861 (prevailing wage requirements on public works)

Texas

• Tex. Gov't Code Ch. 2269, Subch. F (Construction Manager-at-Risk for governmental entities)
• Tex. Ins. Code § 151.102 (anti-indemnity — voids broad-form indemnity in construction contracts)
• Tex. Gov't Code § 2253.021 (performance and payment bonds required on public contracts over $100,000)
• Tex. Prop. Code Ch. 53 (mechanics lien — notice and filing requirements)
• Tex. Bus. & Com. Code § 35.521 (retainage limitations)

Florida

• Fla. Stat. § 255.103 (CMAR authorized for state public construction projects)
• Fla. Stat. § 725.06 (anti-indemnity statute — limits indemnity obligations)
• Fla. Stat. § 713.01 et seq. (Construction Lien Law — notice to owner, claim of lien)
• Fla. Stat. § 255.05 (payment and performance bonds on public projects)
• Fla. Stat. § 218.735 (prompt payment on construction contracts)

New York

• N.Y. Gen. Mun. Law Art. 5-A (public bidding requirements — CMAR not broadly authorized for municipalities; typically requires special legislation or authority)
• N.Y. Gen. Oblig. Law § 5-322.1 (anti-indemnity — voids indemnity for indemnitee's own negligence)
• N.Y. Lien Law Art. 2 (mechanics lien filing and enforcement)
• N.Y. State Fin. Law § 139-f (prompt payment on public contracts)

SOURCES AND REFERENCES

• AIA Document A133-2019 — Standard Form of Agreement Between Owner and Construction Manager as Constructor (Cost of Work Plus Fee with GMP): AIA Contract Documents
• EJCDC Document C-520 — Agreement Between Owner and Construction Manager at Risk: EJCDC
• ConsensusDocs 500 — Standard Agreement Between Owner and Construction Manager (GMP): ConsensusDocs
• Procore — Guide to GMP Contracts: Procore GMP Guide
• Autodesk Digital Builder — CMAR Definition and Best Practices: Autodesk CMAR Guide
• ConsensusDocs — Contractor's Contingency: ConsensusDocs Contingency
• National Academies — Example Scope of Preconstruction Services: National Academies

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Construction management at-risk agreements involve complex risk allocation, significant financial exposure, and jurisdiction-specific procurement and licensing requirements. Consult qualified construction law counsel, licensed design professionals, and insurance advisors before executing this agreement.