Agreement_Owner_CMAR_Sample_for_Airside_2_Modular_CMAR_9_27_2026.pdf

32234497.v3

AGREEMENT BETWEEN OWNER AND

CONSTRUCTION MANAGER AT RISK ENTITY (“CMAR”)

PROGRAM NAME: 27-109-RFSQ – Construction Manager at Risk (CMAR) Entity for Airside 2 Wing Expansion Program (BP- 00517)

32234497.v3

TABLE OF CONTENTS

ARTICLE 1 THE PROGRAM TEAM AND EXTENT OF AGREEMENT

1.1 Relationship of the Parties

1.2 The Program Team

1.3 Extent and Interpretation of Agreement

1.4 General Warranties and Representations

1.5 Independent Contractor

1.6 Definitions

ARTICLE 2 CMAR'S SERVICES

2.1 CMAR’s Services

2.2 General Services

2.3 CMAR’s Staff and Supervision of the Work

2.4 Jobsite Facilities

2.5 Administrative Records

2.6 Pre-Construction Services

2.7 Construction Phase Services

2.8 Project Close-Out

ARTICLE 3 OWNER'S RESPONSIBILITIES

3.1 OAR

3.2 Designer and consultant Agreements

3.3 Site Survey and Reports

3.4 Lines of Authority

3.5 Permitting and Code Inspections

ARTICLE 4 PERFORMANCE OF WORK AND SUBCONTRACTS

4.1 Performance of Work by CMAR

4.2 Investigations and Utilities

4.3 Field Conditions

4.4 Self-performance of the Construction Work

4.5 Owner’s Right to Withold Approval of Subcontractor or Suppliers

4.6 No Third- Party Beneficiary or Relationship

4.7 Required Subcontract Provisions

4.8 Responsibility for Acts and Omissions

4.9 VBE Policy

4.10 LDB Policy

4.11 Replacement of VBE and LDB Entities

4.12 DBE Policy

4.13 Labor Harmony

4.14 Use of Site and Coordination with Others

4.15 Separate Contractors

4.16 Cutting and Patching

4.17 Cleaning Up

4.18 Access to the Work

ARTICLE 5 SCHEDULE AND COMPLETION

5.1 Time

5.2 Project Schedule

5.3 Liquidated Damages

5.4 Progress of the Work

5.5 Prosecution of Work by Surety

5.6 Substantial Completion

5.7 Partial Occupancy or Use

5.8 Final Completion and Final Payment

ARTICLE 6 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION (GMP), CONSTRUCTION

CONTINGENCIES AND ALLOWANCES

6.1 Guaranteed Maximum Price Proposal

6.2 Scope of GMP Work

6.3 GMP Proposal Contents

6.4 GMP Negotiations

6.5 Accurate Costs

6.6 Guaranteed Maximum Price

6.7 Construction Contingency

6.8 Allowances

ARTICLE 7 GENERAL CONDITIONS COSTS

7.1 General Conditions Costs Defined

7.2 Preconstruction Phase General Conditions Costs

7.3 Construction Phase General Conditions Costs

ARTICLE 8 DIRECT COST OF THE WORK

8.1 Direct Cost of the Work

8.2 Excluded Cost Items

8.3 Discounts and Penalties

ARTICLE 9 CMAR FEE

ARTICLE 10 CHANGES IN THE WORK (CONTRACT MODIFICATIONS)

10.1 Contract Modifications

10.2 Change Orders

10.3 Construction Change Directives

10.4 Field Change Orders

10.5 Force Account Work

10.6 Itemized Accounting

10.7 Unit Prices

10.8 Owner Reduction of Scope

10.9 Unforeseen Conditions

10.10 Requests for Additional Time

10.11 Emergencies

10.12 Hazardous Waste Removal

10.13 Force Majeure

ARTICLE 11 PAYMENTS TO THE CMAR

11.1 Payment Applications

11.2 Progress Payments

11.3 Stored Materials

11.4 Retainage

11.5 Subcontractor Payments

11.6 Sub-subcontractor Payments

11.7 Final Payment

ARTICLE 12 BONDS, INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION

12.1 Bonds

12.2 Indemnity

12.3 CMAR’s Insurance

12.4 Builder’s Risk Insurance

12.5 CMAR’s Property

ARTICLE 13 SUSPENSION OF WORK; TERMINATION OF THE AGREEMENT

13.1 Suspension of Work by Owner for Cause

13.2 Suspension of Work by Owner Without Cause

13.3 Termination by Owner for Cause & Owner’s Right to Perform CMAR’s Obligations .. 62

13.4 Termination by Owner Without Cause

13.5 Termination by the CMAR

ARTICLE 14 ASSIGNMENT

ARTICLE 15 CLAIMS, REMEDIES AND DISPUTE REVIEW BOARD

15.1 No Guarantee of Work

15.2 Certification of Subcontractor Claim

15.3 Meeting of the Principals and Pre-Suit Mediation

15.4 Resolution of Disputes

15.5 Written Notice

15.6 Damages for Delay

15.7 Setoff

15.8 Jurisdiction, Venue, and Governing Law

15.9 Cumulative Remedies

15.10 Member Protection

ARTICLE 16 PROJECT DOCUMENTS, AUDIT RIGHTS AND COPYRIGHTS……………….………….68

16.1 CMAR’s Project Records and Owner’s Audit Rights

16.2 Confidentiality

16.3 Sensitive Security Information

16.4 Ownership, Patents, Trademarks and Copyrights

ARTICLE 17 MISCELLANEOUS PROVISIONS

17.1 Survival of Provisions

17.2 Severability

17.3 No Waiver

17.4 General Civil Rights Provisions

17.5 Title VI List of Pertinent Nondiscrimination Acts and Authorities

17.6 Compliance with Nondiscrimination Requirements

17.7 Federal Fair Labor Standards Act

17.8 Occupational Safety and Health Act

17.9 Vendors Lists

17.10 FDOT Indemnifications

EXHIBITS THAT ARE ATTACHED HERETO AND INCORPORATED HEREIN

EXHIBIT A PUBLIC SOLICITATION ADVERTISEMENT AND OPENGOV SOLICITATION EXPORT

WITH ALL ADDENDA

EXHIBIT B CMAR’S SOLICITATION RESPONSERESPONSE

EXHIBIT C CATEGORIES OF NON-REIMBURSABLE EXPENSES

EXHIBIT D CMAR’S PRECONSTRUCTION PROPOSAL (INCLUDING CURRENT CMAR CERTIFICATES

OF INSURANCE)

EXHIBIT E EDC-02 CAD BIM GIS STANDARDS, BIM EXECUTION PLAN (BUILDING INFORMATION

MODELING), to be provided electronically via a box.com folder link or PMIS

EXHIBIT F CMAR'S RESPONSIBILITIES AND OBLIGATIONS FOR OWNER DIRECT PURCHASES (Not

Used unless added via a Contract Amendment)

EXHIBIT G DIVISION 00 SPECIFICATIONS, INCLUDING PAYMENT AND PERFORMANCE BOND

FORMS, RELEASE FORMS, CONSTRUCTION ADMINISTRATION FORMS, AND

DESIGNATED MOBILIZATION PAYMENT TERMS FOR LDB SUBCONTRACTORS, to be provided electronically via a box.com folder link or PMIS

AGREEMENT BETWEEN OWNER AND

CONSTRUCTION MANAGER AT RISK ENTITY (“CMAR”)

THIS AGREEMENT is effective on the date of the last signature of the parties, by and between the Greater Orlando Aviation Authority, (“Owner”), a public and governmental body existing under and by virtue of the laws of Florida, with a business address at Orlando International Airport, Jeff Fuqua Boulevard, Orlando, FL 32827-4399, and ___________________ (“CMAR”), _____ authorized to do business in Florida, with a business address at

W I T N E S S E T H:

WHEREAS, the Owner desires to employ the CMAR to provide construction management at risk services for the _________________________________________ (“the Program”) at the Orlando International Airport ("Airport"), which is more specifically described in Exhibit “A”; and

WHEREAS, the Owner has retained ________________ as the Prime Design Consultant and Architect of Record (“Designer”) to provide design services for the Program; and has retained ____________________, as the Owner’s Authorized Representative (OAR) Program Management and Construction Management (PM/CM) entity (“OAR”); and

WHEREAS, the Owner has given public notice of the construction management at risk services to be rendered pursuant to this Agreement, a copy of which is attached hereto as Exhibit “A”; and

WHEREAS, the CMAR represents that it is thoroughly familiar with and understands the requirements of the Program and is experienced in the administration and construction of projects of the type and scope contemplated by the Owner, is licensed, qualified, willing and able to perform the construction management at risk services required by this Agreement;

and

WHEREAS, the selection of the CMAR has been made in accordance with the provisions of Sections 255.103 and 287.055, Florida Statutes.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Owner and the CMAR do hereby agree as follows:

ARTICLE 1 - THE PROGRAM TEAM AND EXTENT OF AGREEMENT

1.1 Relationship of the Parties. The recitations set forth above are incorporated herein by reference. The CMAR accepts the relationship of trust and confidence established between itself and the Owner by virtue of this Agreement. The CMAR covenants with the Owner to furnish the skill and judgment reflected in its Proposal and to cooperate with all of the Owner’s consultants, representatives and contractors in furthering the interests of the Owner. The CMAR agrees to furnish efficient business administration and superintendence and use its best efforts to complete the Program in compliance with the Contract Documents and in the most expeditious and economical manner consistent with the interest of the Owner and in full accordance with applicable federal, state and local laws and regulations.

1.2 The Program Team. The CMAR shall work cooperatively and in good faith with the Program Team at all times through final close-out and shall be available thereafter should additional services be required. The CMAR acknowledges that the Designer will provide leadership on all matters relating to design of the Program with support from the CMAR, and the CMAR shall provide leadership to the Program Team on all matters relating to construction. The specific representatives of the CMAR's team shall be set forth in each GMP Amendment.

1.3 Extent and Interpretation of Agreement.

1.3.1 This Agreement between the Owner and the CMAR supersedes any prior negotiations, representations or agreements. The parties agree that all commitments, agreements, or understandings concerning the subject matter of this Agreement are contained in this document or incorporated herein by reference.

Specifically, interview and presentation statements are incorporated herein to the extent they do not conflict with the terms of this Agreement. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written.

1.3.2 Contract Documents shall be construed in a harmonious manner, whenever possible.

1.3.3 This Agreement is the result of negotiation between the Owner and CMAR, with opportunity for review by legal counsel. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If any ambiguity or question of intent or interpretation arises, then this Agreement will be construed as if drafted jointly by the parties.

1.3.4 The Contract Documents shall be considered together, so that any part of the Work shown or described on the plans, though not specifically referred to in the specifications or elsewhere in the documents, and any work described or referenced in the specifications or other document, but not shown or described on the plans, shall be performed by the CMAR, as well as any work which, in the opinion of Owner, may be fairly inferred from the specifications, plans, other Contract Documents or by normal industry practice.

1.3.5 Detail plans shall take precedence over general plans for the same part of the Work. Specifications and detail plans that are prepared or approved by Owner after the execution of a GMP Amendment shall be deemed part of such specifications and plans if their requirements may be fairly inferred from the original specifications and plans, and that portion of the Work shown thereby shall be performed without any change in the GMP or Project Substantial or Final Completion Dates.

1.3.6 As used in the Contract Documents, (i) the singular shall include the plural, and the masculine shall include the feminine and neuter, as the context requires; (ii) “includes” or “including” shall mean “including, but not limited to”; and (iii) all definitions of agreements shall include all amendments thereto in effect from time to time.

1.3.7 In the event of a conflict between any of the Contract Documents, the more stringent requirements shall apply if the conflict cannot be resolved by applying the following Order of Precedence:

1. Contract Modifications

2. Guaranteed Maximum Price Amendment

3. Executed Agreement including Exhibits

4. Specifications and Drawings. Drawings take precedence over Specifications as to quantity and location. Specifications take precedence over Drawings as to quality of materials and workmanship.

5. Unit Price Schedules contained in a Bid

6. Measurements by Scale

1.4. General Warranties and Representations.

1.4.1 By their execution hereof, Owner and CMAR each represent and warrant to the other that they are authorized to enter into this Agreement and that this Agreement represents such Party's legal, valid and binding obligation, enforceable according to the terms thereof.

1.4.2 The CMAR acknowledges that it was competitively selected for this Agreement as a result of its Proposal and presentation to the Owner during the selection process. The CMAR agrees to provide its services under this Agreement at a level comparable to or greater than that referenced in its Proposal and presentation and agrees to use the team it proposed. CMAR covenants, represents and warrants to Owner that:

1. It is a business organization duly organized, validly existing and in good standing under the laws of the State of Florida, having full power and authority to engage in the business it presently conducts and contemplates conducting, and is and throughout the Work will be duly licensed or qualified and in good standing under the laws of said jurisdiction, including maintaining a valid general contractor’s license;

2. It has the required authority, ability, skills and capacity to perform, and shall perform, the Work in a manner consistent with sound engineering and construction principles, project management and supervisory procedures, and reporting and accounting procedures;

3. The execution, delivery and performance of this Agreement will not conflict with any applicable laws or with any covenant, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected;

4. It has knowledge of all the applicable laws and applicable building codes that are in effect on the Effective Date of the Agreement and of all business practices in the jurisdiction within which the Jobsite is located that must be followed in performing the Work.

5. No officer, director or employee of the Owner, or any business entity of which the officer, director or employee or officer's, director's, or employee's spouse or child is an officer, partner, director or proprietor, or in which such officer, director or employee or the officer's, director's or employee's spouse or child or any combination of them has a material interest in the CMAR.

Material interest is defined as a direct or indirect ownership of more than five percent of the total assets or capital stock of any business entity. In addition, the CMAR has not been represented before the Owner by any person who at any time during the immediately preceding two years was an officer, director or employee of the Owner.

7. No member or delegate to the Congress of the United States or the State of Florida Legislature shall share in any part of this Agreement or any benefit arising therefrom.

1.5 Independent Contractor. CMAR is an Independent Contractor and is not an agent or employee of Owner or Agent in performing the Work. Except as otherwise provided herein, CMAR shall maintain complete control and responsibility over its own employees, agents and operations and remains responsible to pay all taxes relevant to its status as the employer; and shall supervise and manage those of its subcontractors, vendors and their respective employees and agents. CMAR hereby accepts complete responsibility as a principal for its agents, subcontractors, vendors, their respective employees, agents and Persons acting for or on their behalf, and all others it hires to perform or assist in performing the Work.

1.6 Definitions: The following terms shall have the meanings specified herein. The definitions included in this Agreement are not exhaustive of all definitions used in this Agreement. Additional terms may be defined in other Contract Documents.

1.6.1 “Agreement” means this executed document, including all exhibits, Contract Modifications and

Contract Documents, such as the construction plans, specifications and other documents reflecting the terms and conditions for completion of the Work.

1.6.2 “AHJ” means any and all public entities and authorities having jurisdiction over the Program or any Project.

1.6.3 “Allowance” means that portion of the GMP that may be used exclusively by the Owner in accordance with Article 6.8.

1.

1.6.4 “Construction Contingency” means that portion of the GMP that may be used to reimburse the CMAR for costs incurred and authorized in accordance with Article 6.7.

1.6.5 “Commissioning” means the services provided by the CMAR in accordance with Paragraph 2.8.

1.6.6 “Construction Documents,” means the plans and specifications setting forth in detail the requirements of the construction of a particular Project that are signed and sealed by the Designer.

1.6.7 “Contract Documents” means this Agreement, including all exhibits, and amendments, plans, specifications and other documents reflecting the terms and conditions for completion of the Work.

1.6.8 “Contract Modification” is a written change to this Agreement or the Work that is approved and executed in one of the following forms: (1) Change Order, (2) Construction Change Directive, (3) Field Change Order, or (4) a GMP Amendment. See Article 10 for additional definitions and requirements for each type of Contract Modification.

1.6.9 “Cumulative Contract Value” means the total sum of all GMPs (including GMP amendments, if any) approved under this Agreement.

1.6.10 “Days” means calendar days unless otherwise specified and when any contractual obligation is measured by the number of days and the deadline date falls on a legal holiday or weekend when the Owner’s office is closed, the obligation will be allowed to be completed on the next business day without penalty.

1.6.11 "Design Development Documents,” means the plans, specifications, and other documents, which fix and describe the size and character of a particular Project as to architectural, structural, mechanical, plumbing and electrical systems, materials, and such other elements as may be appropriate for the CMAR to review, evaluate and prepare cost estimates.

1.6.12 “Designer” means the firm identified on page 1 as the Prime Design Consultant and Architect of Record and may, as the context requires, include all subconsultants and others for which the Designer may be responsible. All questions regarding the specific role of any consultant shall be directed to the OAR.

1.6.13 “Direct Cost of the Work” means the reimbursable costs for the elements of the Work that are expressly identified in Article 8 and includes Owner payments to vendors made in accordance with Exhibit F (if applicable).

1.6.14 “Effective Date of this Agreement” means the date this Agreement is executed by the Owner.

1.6.15 “Estimate” means the CMAR's latest estimate of probable construction cost with respect to a specific scope of work.

1.6.16 “Fee” means the amount to be paid to the CMAR in accordance with Article 9.

1.6.17 “Final Completion Date” means the date on which Final Completion of a Project is declared by Owner to have occurred.

1.6.18 “General Conditions Costs” means the reimbursable costs for items that are expressly identified in

Article 7.

1.6.19 “General Services” are the services to be performed by the CMAR that are described in Paragraph 2.2.

1.6.20 “GMP” or “Guaranteed Maximum Price” means the sum that is set forth in a GMP Amendment (as may be modified by a Change Order) and is the agreed total maximum price that the Owner is obligated to pay for the Project. In a phased project, there may be more than one GMP Amendment and the term GMP refers to the total of all phased amendments and change orders.

1.6.21 “Hazardous Materials” means any hazardous materials or hazardous substances as defined in the

Comprehensive Environmental, Response, Compensation and Liability Act (“CERCLA”) or the Resource Conservation and Recovery Act (RCRA) as the same may be amended from time to time, or any “hazardous material” or “hazardous substance” as defined in any applicable federal or state statute or regulation or local law.

1.6.22 “Jobsite” means those areas of the site or sites upon which the Projects will be constructed and such additional areas as may, from time to time, be designated by the Owner for the CMAR’s use and includes all modular construction, storage, assembly, transportation and logistics areas on Aviation Authority property.

1.6.23 “Notice to Proceed” means a Notice issued by Owner to CMAR, or by CMAR to a subcontractor, directing it to commence or proceed with the Work of the GMP Amendment for a particular Project or a Phase or portion thereof, and stating any further limitations on the extent to which such Work may commence and proceed.

1.6.24 “Notice to Proceed Date” means the date on which the Notice to Proceed is issued to CMAR, or the date stated in the Notice to Proceed as being the Notice to Proceed Date, whichever is latest.

1.6.25 “Owner’s Authorized Representative” or “OAR” means the entity or entities that have been retained by the Owner to facilitate the administration and management of this Agreement.

1.6.26 “Pre-Commissioning” means non-operating activities performed on equipment systems after installation including, but not limited to, removal of rust preventives, charging of lubricants, chemicals and supplies, checking motor rotation and machine alignment, checking of proper valve actuation, removal of temporary bracing, pressure and leak testing, safety valve testing and adjustment, checking electrical connections, performing continuity tests, and any other activities which are evidently necessary by virtue of the nature of the Work in order that all systems are functioning properly and safely during the Commissioning phase of a Project.

1.6.27 “Preconstruction Services” are the services to be performed by the CMAR that are described in

Paragraph 2.6.

1.6.28 “Program” means - BP-00517 Airside 2 Wing Expansion Program (26-109-RFSQ), and may consist of multiple phases.

1.6.29 “Program Team” means the CMAR, the Owner, the Owner’s Authorized Representative(s), and the

Designer assigned to the Program, and the Designer, as well as any other Owner consultants.

1.6.30 “Project” means the Work that is included in an approved and executed GMP Amendment or sometimes may refer to a specific package of work that is planned for a future GMP Amendment or Change Order.

1.6.31 “Project Manager” means the Project Manager for the CMAR.

1.6.32 “Punch list” means the list prepared by CMAR identifying matters that remain to be completed or corrected between Substantial Completion and Final Completion in order that Final Completion can be declared by Owner to have occurred.

1.6.33 “Schematic Design Documents” means plans and other documents illustrating the scale and relationship of the components of a Project and as further defined in the latest edition of the Engineering Document Control (EDC) specifications or Designer's scope of work.

1.6.34 “Shop Drawings” means plans, prints, diagrams, illustrations, brochures, schedules and other data that are prepared by CMAR or any of its subcontractors or vendors, and which illustrate how specific portions of the Work will be fabricated or installed.

1.6.35 “Subcontractor" means any entity that provides any labor, equipment, materials, and services to the

CMAR for the Program, including providers or suppliers of general requirements and vendors. Providers of utilities such as water and electrical power are not subcontractors.

1.6.36 "Subcontractor Change Order or Subcontract Modification” means a written change to a subcontract between the CMAR and a Subcontractor.

1.6.37 “Substantial Completion Date” means the date identified on the Certificate of Substantial Completion in accordance with Article 5.

1.6.38 “Work” means all the labor, equipment, materials, and services provided by the CMAR or subcontractor pursuant to, and to the extent required by, the terms of this Agreement, including without limitation, all preconstruction services (including those set forth in Paragraph 2.6), any engineering and design of those components of the Work for which CMAR assumes design-build, or delegated design, responsibility under the Contract Documents, procurement, manufacture, construction and erection, installation, training (including calibration, if required), inspection and testing to be performed by CMAR, and all other services, equipment and materials necessary for CMAR to achieve Final Completion of all Projects. Work also includes, but is not limited to, all or portions of the Program, including without limitation, labor, materials, equipment, services, and any other items to be used by CMAR or its subcontractors or vendors in the prosecution of this Agreement, wherever the same are being engineered, designed, procured, manufactured, delivered, constructed, installed, trained, erected, tested, started-up or operated during start-up and testing and whether the same are on or off the Jobsite.

ARTICLE 2 - CMAR'S SERVICES

2.1 CMAR Services. The CMAR shall be responsible for all services that are necessary and appropriate to the successful completion of the Program in a timely and cost-effective manner, including, but are not limited to, all services specified in this Agreement. The CMAR shall furnish and pay for all management, supervision, financing, labor, materials, tools, fuel, supplies, utilities, equipment and services of every kind and type necessary to diligently, timely and fully perform and complete in a good and workmanlike manner the construction of the Work (or designated portions thereof) in accordance with all of the terms and conditions of the Contract Documents. The CMAR shall provide all requested services according to the capabilities reflected in its Proposal and presentation made to the Owner. The services described or specified shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned. Unless otherwise provided in this Agreement, or as agreed in writing between Owner and CMAR, the form and content of all systems, reports, forms and regular submittals by CMAR to Owner shall be subject to Owner’s prior approval, and CMAR shall submit such documents to OAR and Owner for approval prior to implementation. Owner’s approval thereof shall not limit Owner’s right to thereafter require reasonable changes or additions to approved systems, reports, forms and regular submittals by CMAR to Owner. All CMAR services, including General Services and Preconstruction Services, shall be performed by CMAR staff or team members included in the Proposal, unless otherwise approved by the Owner in writing.

2.2 General Services

2.2.1 Project Management Information System (PMIS).

2.2.1.1 Commencing immediately after the Effective Date of this Agreement, the CMAR shall implement and utilize throughout the life of this Agreement the Project Management Information System (PMIS) as described herein or modified by agreement.

2.2.1.2 The reports, documents, and data to be provided under the PMIS shall represent at all times an accurate assessment of the current status of the Program, all Projects and their components and of the work remaining to be accomplished. The PMIS shall provide a sound basis for identifying variances and problems and shall serve as a resource for making management decisions.

Utilizing computerized systems, reports shall be prepared and furnished to the Program Manager that is identified in the Program Team's organizational chart. Data within the PMIS shall be accessible electronically (via internet) by the members of the Program Team and sent as requested to the Program Team.

2.2.1.3 The CMAR shall conduct a comprehensive workshop for participants designated by the Owner and additional seminars as required to provide instruction to members of the Program Team to facilitate each participant's use and understanding of the PMIS. The workshop shall emphasize function and organization of the PMIS during the design and construction of each Project; and shall establish, with the full concurrence of the Program Team, procedures for accomplishing the management control aspect of the Project.

2.2.1.4 Within twenty-one (21) days of the Effective Date of this Agreement the CMAR shall submit to the Owner for acceptance, the format for the reports to be generated by the PMIS for the following major elements:

Narrative Reports, Schedules, Cost Control Reports and Estimates, including Estimated Cost at Completion, in a format acceptable to the Owner Program and Project Accounting, Project Management Plans, and Contract and Field Administration, Document Management and Standard Forms.

All elements shall be maintained electronically in a format usable by the Owner and accessible (via website) by the members of the Program Team.

2.2.2 Narrative Reports

2.2.2.1 The CMAR shall prepare monthly reports as described hereunder. All reports shall be submitted in an electronic pdf format.

2.2.2.2 The Narrative Reporting Subsystem shall include the following reports:

1. A Monthly Executive Summary which provides an overview of each Project’s progress, current issues and pending decisions, future developments and expected achievements, and any problems or delays, including code violations found by any permitting authority.

2. A Monthly Cost Narrative describing the current construction cost estimate status of the overall Program as well as for each Project. Include specific attention to Contract Modification status (i.e., amount, reason for change, responsibility) and a list of all potential change orders shall be addressed in detail. Include an estimate of costs at completion for the Program and each Project, identify any budget over-runs and make recommendations for mitigation of budget issues.

3. A Monthly Scheduling Narrative summarizing the current status of the overall Program and each Project’s schedule. This report shall include an analysis of the various Project schedules, a description of the critical path, and other analyses as necessary to compare planned performance with actual performance.

4. A Monthly Accounting Narrative describing the current cost and payment status of the entire Program and each phase of the Project. This report shall relate current encumbrances and expenditures to the budget allocations. The report shall be divided to separate building costs from tenant costs or divided between elements of the Work, as directed by the Owner.

5. A Monthly report summarizing the participation of certified Veteran Business Enterprise

(“VBE”), Local Developing Business (“LDB”) and Disadvantaged Business Enterprise (“DBE”), if applicable, for each Project and the Program in the form prescribed by the Owner.

6. A Monthly Construction Progress Report during the construction phase summarizing the work of the various subcontractors. This report shall include information from the weekly job site meetings as applicable such as general conditions, long lead supplies, current deliveries, safety and labor relations, permits, construction problems and recommendations, and plans for the succeeding month.

7. A Daily Construction Diary during the construction phase describing events and conditions on the site. The diary shall be maintained at the site and be available to members of the Program Team. A bound copy of the complete diary shall be submitted to the Owner at the conclusion of each Project.

2.2.2.3 The reports outlined in Paragraphs 2.2.2.2(1) through (5) above shall be submitted monthly during the pre-construction phase and all reports outlined in Paragraphs 2.2.2.2 shall be submitted monthly during the construction phase. All reports shall be transmitted to the Program Manager in electronic form, unless otherwise agreed by the parties.

2.2.3 Schedule Development and Control

2.2.3.1 Initial Preliminary Schedule. The CMAR shall submit to the Program Team, with its 30% Schematic Design Estimate, a preliminary, summary level schedule that reflects the preconstruction and construction phases for all of the Work Packages identified in the Preconstruction Services Proposal.

This schedule shall identify, in the form of milestone dates, all inter-project relationships, including but not limited to, any CMAR related or adjacent work activities, airfield work activities, and civil sitework activities. This schedule shall also incorporate the Designer’s scheduled activities, any required Owner activities and other governmental activities, such as permitting and inspections. The Initial Preliminary Schedule shall also include long lead procurement items that require procurement by a specific time to prevent delay in the construction phase. If long lead items are required prior to the initial GMP being accepted, the Owner will determine whether the items will be Owner-furnished or purchased by the CMAR under the Preconstruction Phase Addendum. The Initial Preliminary Schedule shall be in a format that is acceptable to the Owner and shall include all design and construction milestone dates required by the Owner.

2.2.3.2 Owner Review and Schedule-Alignment Meeting(s). The Program Team will review the CMAR’s Initial Preliminary Schedules and provide comments and feedback to the CMARs. The CMAR shall attend any Schedule-Alignment Meeting, as required by the Owner, to review and align the Initial Preliminary Schedules. The CMAR shall coordinate its schedule with the Owner, Designer(s), other

CMAR and other contractors and consultants as applicable, to ensure that the Program scheduling needs are met.

2.2.3.3 Reconciled Preliminary Schedules. Based upon the Owner review and the Schedule-Alignment

Meeting(s), the CMAR shall update and add detail to its Initial Preliminary Schedule as required. Once the preliminary schedules are aligned to meet the Program scheduling needs, the updated schedule shall become the Reconciled Preliminary Schedule. The CMAR shall update the Reconciled Preliminary Schedule as required by the ongoing design progress. At a minimum, the CMAR shall update the Reconciled Preliminary Schedule at the 60% Design Development and 95% Construction Document deliverables. The Owner review and Schedule-Alignment Meetings will repeat for each deliverable phase.

2.2.3.4 Failure to submit an acceptable preliminary schedule or any required update shall be cause for the Owner to withhold payment for preconstruction services.

2.2.3.5 GMP-Specific Schedule. Each GMP proposal shall include, the most current updated Reconciled Preliminary Schedule that complies with the Division 01 specifications and includes the GMP-Specific Work. The schedule that is included in each GMP proposal shall establish achievement milestones for which compliance by the CMAR is a material obligation of this Agreement.

2.2.3.6 Baseline Schedule. Within thirty (30) days of a Notice to Proceed for the first GMP, the CMAR shall coordinate with the Owner, Designer, other contractors and applicable consultant(s), prepare and submit to the Program Team a proposed detailed Baseline schedule that complies with the Division 01 specifications and that reflects all required design, construction and occupancy activities, including all milestone dates that are consistent with the GMP-Specific Schedule(s). Failure to submit an acceptable Baseline Schedule shall be cause for the Owner to withhold payment for construction phase services.

2.2.3.7 Owner Baseline Schedule Review. The Program Team will review the proposed Baseline Schedule and provide comments, recommendations, and feedback as required. Upon receipt of review comments, recommendations, or feedback, the CMAR will promptly update and resubmit its proposed Baseline Schedule, no later than 48 hours. Once accepted by the Owner in writing, the Baseline Schedule shall be deemed part of the Contract Documents and shall serve to determine the impact of all delays, if any, and the impacts of all proposed or actual changes to the Work. See Article 10 and Division 01 specifications for additional requirements.

2.2.3.8 The Owner's acceptance or failure to object to any schedule shall not be deemed approval of any particular means or methodology. By allowing Work to continue after the scheduled completion date, the Owner does not waive any claim associated with the failure to meet the schedule.

2.2.3.9 Progress of the Work. The CMAR shall monitor and remain solely responsible for the progress of the

Work and achieving the scheduled completion and other milestone dates. The CMAR shall promptly notify the OAR in writing of any event that has or might cause a delay in the progress of the Work and the CMAR shall make recommendations to avoid or mitigate impacts to the schedule. The CMAR shall send this notice promptly (no later than 48 hours of the event or knowledge of a possible event), regardless of whether the CMAR intends to submit a request for time extension in accordance with Article 10 and the Division 01 specifications.

2.2.3.10 Progress Schedules. The CMAR shall submit monthly progress schedules that comply with Division 01 specification requirements.

2.2.3.11 The CMAR shall also provide a short-term, look-ahead schedule and a summary schedule for the CMAR's Work, weekly or as otherwise directed by the OAR.

2.2.4 Cost Control and Estimating.

Within twenty-one (21) days of the Effective Date of this Agreement, the CMAR shall submit to the Owner for approval its proposed format to be used for all cost estimates and the proposed format and content of the monthly Cost Control reports required by Article 2.2.5. The CMAR shall provide sufficient timely written detail in monthly Cost Control reports both for the overall Program and for each identified Project to permit the Program Team to control and adjust the Program and Project requirements, needs, materials, equipment and systems by building and site elements so that construction will be completed at a cost that will not exceed the maximum total Program budget and each Project’s budget.

2.2.5 Program and Project Accounting.

The CMAR shall utilize an accounting system that will enable the Program Team to plan effectively and to monitor for the Program and each Project the cash flow, costs, Contract Modifications, payments, and other major financial factors by comparison of budget, estimate, amounts invoiced, and amounts payable. The accounting system utilized by CMAR will serve as a basic accounting tool and an audit trail, but it will not replace the Owner’s accounting system and procedures. The Owner will maintain its own accounting system and procedures to be used as the source of all financial information for the Program and each Project. The CMAR will retain all files in a manner consistent with proper accounting procedures that are sufficient for an audit by the Owner periodically during the Program if the Owner elects. The CMAR’s accounting system shall include the following reports:

1. Cost Status Report presenting the estimate, and baseline costs (awarded subcontracts and purchase orders) for any given subcontract or line item. It shall show approved and pending Contract Modifications for each subcontract. Pending contract modifications shall be specifically identified and incorporated into the Cost Status Report to illustrate the total estimated probable cost to complete the Program and each Project.

2. Payment Status Report showing the value in place (both current and cumulative), the amount invoiced to CMAR (both current and cumulative), the amount paid by the CMAR to date, the retainage, the amount payable (both current and cumulative), and the balance remaining. A summary of this report shall accompany each payment application.

3. Detailed Status Report showing the complete activity history of each item in the Program and each Project accounting structure. It shall include the estimate and base-line costs figures for each subcontract. It shall give the Contract Modification history including Contract Modification numbers, description, proposed and approved dates, the proposed and approved dollar amounts and detailed reasons for the Contract Modification, and parties responsible. It shall also show all pending or rejected contract modifications. The payment history shall include the date, value-in-place, retainage, and accounts payable.

4. Cash Flow Diagram showing the projected accumulation of cash payments by the CMAR against the Program and Project Cash flow projections shall be generated for anticipated monthly payments as well as cumulative payments. This report shall include projections of contracted amounts and projections of potential and pending changes.

5. Job Cost Report. With each payment application, the CMAR shall provide a Job Cost Report in a format that is acceptable to the Owner.

6. Subcontractor Change Order Report detailing the cost adjustments made to the subcontracts and supporting the actual cost of the work to be submitted with the applications for payment.

7. Report on Construction Contingency, showing the initial amount of the Construction Contingency, along with an itemization of expenditures incurred and authorized. This Report shall include the date of approval by the Owner for each item and be submitted with each payment application.

2.2.6 Project Management Plans.

2.2.6.1 Within twenty-one (21) calendar days after the Effective Date of this Agreement, the CMAR shall develop, in conjunction with the Program Team, and submit to the Program Team a draft Project Manual that includes preliminary information for all sections. The Manual shall be updated monthly to include comprehensive management plans as described in the following subsection, with detail developed and included as needed.

2.2.6.2 Contents of Project Manual. The Project Manual shall describe in detail the procedures for executing the work and the organizations participating in the Program and for each individual Project, where appropriate. The Project Manual shall serve as a Project management plan, and shall include as a minimum the following sections:

1. Project Definition. The known characteristics of the Project shall be described in general terms that will provide the participants a basic understanding of the Project.

2. Project Goals. A description of the goals and objectives for the Project including a general discussion of schedule, budget, physical, technical and other objectives.

3. Project Strategy. A narrative description of the project delivery methods to be utilized to accomplish the Project and Project goals.

4. Project Work Plan. A matrix display of the work to be performed by the each member of the

Program Team during each phase of the Project.

5. Project Organization. A summary organization chart showing the interrelationships between the members of the Program Team, other supporting organizations, and permitting review agencies.

Detailed charts showing organizational elements participating in this project shall be included for each member of the Program Team.

6. Responsibility Performance Chart. A detailed matrix showing the specific responsibilities and interrelationships of the Program Team. The responsibility performance chart shall indicate primary and secondary responsibility for each specific task required to deliver this Project. The CMAR shall develop a similar chart for the personnel within its own organization who are assigned to the project, and for the personnel of the members of the Program Team from data supplied by each.

7. Flow Diagrams. Charts displaying the flow of information and the decision process for the review and approval of Shop Drawings and submittals, progress payments and Contract Modifications.

8. Communication Procedures. The CMAR shall establish written procedures for communications and coordination required between Program Team members. Procedures shall cover such items as correspondence, minutes, reports, inspections, team meetings, technical reviews, design reviews, and other necessary communications.

9. Safety Plan. The CMAR shall develop a comprehensive safety program for the Project to meet all applicable federal, state and local safety requirements including Occupational Safety and Health Administration (OSHA) provisions to be included in the Contract Documents. This will include an aggressive program for ensuring safety of all persons and property affected by the Work. The Safety Plan shall include emergency evacuation plans, a description of how fire and EMT crews will access the Jobsite.

10. Quality Control Plan. The CMAR shall develop and maintain an effective quality control plan and procedures to assure that materials furnished and quality of work performed are in accordance with the Contract Documents.

11. Crisis Management Plan. The CMAR shall develop a crisis management plan describing a general approach to and contacts in case of crisis situations, e.g., hurricane, riot, etc. that permits, to the fullest extent possible, uninterrupted work or prompt resumption of the work.

12. Labor Relations Plan. The CMAR shall develop an approach to labor relations for the Project that assures, to the fullest extent possible, the uninterrupted completion of the Project in accordance with the schedule and budget.

13. Security Plan. The CMAR shall develop and maintain a comprehensive plan to provide and assume all risks for Project safety and security and to protect the Project Jobsite and materials stored off-site against theft, vandalism, fire, and accidents, etc., as required by job and location conditions.

Mobile equipment and operable equipment at the site, and hazardous parts of new construction subject to mischief, shall be locked or otherwise made inoperable or protected when unattended.

14. Veteran Business Enterprise (VBE) and Local Developing Business (LDB) Participation Plan. The

CMAR shall develop an implementation plan for the VBE and LDB Participation Plan as proposed in the CMAR’s Proposal. The CMAR shall provide to the Owner all reports and other pertinent information, as required. In addition, the CMAR may be required to follow the requirements of the Owner’s DBE Program if the Owner notifies the CMAR that it applies due to specific funding sources.

15. Commissioning Plan. The CMAR, in coordination with the Program Team, shall develop a commissioning plan that will be implemented during the construction phase, which will provide a smooth and successful Owner or tenant occupancy of the Project. The purpose of the commissioning plan is to ensure that building systems perform interactively according to the design intent and the Owner’s and its tenant’s operational needs. Specific objectives include:

a. Applicable equipment/systems are installed properly and receive adequate operational checkout by installing subcontractors;

b. Verification and documentation of proper performance for installed equipment and systems;

c. Verification that the design intent is being met continually;

d. Documentation that operations and maintenance plans left on site are complete;

e. Documentation that the Owner’s operating personnel are adequately trained;

f. Documentation that record plans are accurately prepared during the construction of the Project;

g. Interaction with permitting authorities to facilitate the issuance of a Certificate of Occupancy;

and

h. Review of Contract Documents for warranty effective dates to coincide with the date for substantial completion for the Project.

16. Market Analysis and Bidders Plan. Within 30 days after the 30% design submittal has been issued, the CMAR shall submit a written "Construction Market Analysis and Prospective Bidders Report, reporting on availability of labor, material, equipment, potential bidders, and possible impact of any shortages or surpluses of labor or material, setting out recommendations and providing information as to prospective bidders for the Project. The CMAR shall develop a plan for stimulating interest of qualified contractors in bidding on the work and familiarizing those potential bidders with the requirements of the Project, such as the general pre-qualification process that will be used.

17. Maintenance of Traffic, Site Utilization and Jobsite Logistics. The CMAR shall submit to the Owner for review of a Maintenance of Traffic, Site Utilization and Jobsite Logistics Plan, that includes at a minimum, all site logistics, access locations, a secure site perimeter barricade, service roads, fences, gates, barricades, office and storage trailer locations, staging and maintenance of traffic for the Program and each Project. The plan shall contain specific procedures for minimizing the disruption of surrounding operations and inconvenience to the public accessing the project site(s). The plan shall include plans and other documents illustrating the scale and relationship of the Project components based on the Project’s current and future requirements, construction schedule and construction budget requirements. The Contractor shall erect and maintain, as required by existing conditions and the Contract Documents, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying the owners and users of adjacent sites and utilities of the safeguards and of hazardous or dangerous conditions. The CMAR shall ascertain what temporary enclosures, if any, of building areas should be provided for and may be provided as a practical matter, in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced.

The CMAR shall update the plan as necessary or as requested by the Owner and include the most current approved plan in each subcontract bid package.

18. Disaster Preparation and Recovery Plan. The CMAR shall develop and maintain a comprehensive disaster preparation and recovery plan in the event of an emergency, including a description of how CMAR will protect personnel and property in the event of a named windstorm, hurricane or other natural disaster.

2.2.7 Contract and Field Administration, Document Management and Standard Forms. The CMAR shall maintain a document control system, including a correspondence log, in sufficient detail to promote expeditious handling of all correspondence, submittals, and Standard Forms. The CMAR shall utilize the Owner’s following Standard Forms where appropriate:

1. REQUEST FOR INFORMATION (RFI): A RFI shall be utilized in the field to present any questions or interpretations requested by the CMAR. The OAR shall, upon receipt, secure a response from an appropriate source.