Agreement with Haydon Companies LLC
Extracted text (via pymupdf)
255037 characters
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 1
CITY OF GLENDALE, ARIZONA
STANDARD AGREEMENT BETWEEN OWNER AND CM@RISK
ON THE BASIS OF A GUARANTEED MAXIMUM PRICE
January 28, 2025 Edition
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 2
THIS PAGE IS BLANK
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 3
TABLE OF CONTENTS
ARTICLE 1
SCOPE OF WORK
ARTICLE 2
CONTRACT DOCUMENTS
ARTICLE 3
INTERPRETATION AND INTENT
ARTICLE 4
OWNERSHIP OF DOCUMENTS
ARTICLE 5
CONTRACT TIME
ARTICLE 6
PRE-CONSTRUCTION PHASE FEE AND GUARANTEED MAXIMUM PRICE
ARTICLE 7
PROCEDURE FOR PAYMENT
ARTICLE 8
TERMINATION FOR CONVENIENCE
ARTICLE 9
REPRESENTATIVES OF THE PARTIES; AUTHORITY
ARTICLE 10
BONDS AND INSURANCE
EXHIBITS
EXHIBIT A – CM@Risk General Conditions
Attachment 1 – Performance and Payment Bonds
Attachment 2 – Amendment and Change Order Pricing Format Sample
EXHIBIT B – Haydon Companies, LLC (formerly Haydon Building Corp) Pre-Construction Services Proposal
Dated May 10, 2022
EXHIBIT C – Cost of the Work – Schedule of Values (blank template)
EXHIBIT D – Form of Amendment – GMP and Construction Phase Fee
EXHIBIT E – Construction Documents
EXHIBIT F – Statement of All Clarifications and Assumptions
EXHIBIT G – Schedule of Major Milestones
EXHIBIT H – Dispute Resolution Procedures
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 4
THIS PAGE IS BLANK
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 5
This “Agreement” is made this day of in the year 2025, by and between
CITY OF GLENDALE, ARIZONA, an Arizona municipal corporation (“OWNER”), located at
5850 West Glendale Avenue, Glendale, Arizona, 85301 and Construction Manager at Risk
HAYDON
COMPANIES,
LLC
(FORMERLY
HAYDON
BUILDING
CORP
(“CM@RISK”), located at 4640 East Cotton Gin Loop, Phoenix, Arizona 85040, (each a “Party”
or collectively the “Parties”) for services in connection with the following PROJECT: 202105
Bethany Home Road Storm Drain Improvements Phase I (the “Project”), the Construction
Documents for which are or will be prepared by STANTEC CONSULTING SERVICES, INC.
(“DESIGN PROFESSIONAL” or “DP”).
In consideration for the mutual covenants and obligations contained herein, Owner and
CM@Risk agree as follows:
Article 1
Scope of Work
1.1
CM@Risk shall perform all needed services in the Pre-Construction and Construction
Phases of the Project, and provide all material, equipment, tools, and labor necessary to
satisfactorily complete all work, deliverables and services described in and reasonably inferable
from the Contract Documents (collectively “Scope of Work”, “Project Work” or “the Work”). The
Parties agree that this Agreement shall not be effective as a contract for Construction Phase
services until such time as the Parties agree on a Guaranteed Maximum Price (GMP) and
Construction Phase Fee in the form of a written amendment to this Agreement specifically
incorporating those contract terms.
1.2
The Parties agree that the CM@Risk has provided services for the Pre-Construction
Phase in accordance with its Pre-Construction Services Proposal, attached as "Exhibit B -
PreConstruction Services Proposal" dated May 10, 2022, to this Agreement. The Parties then
entered into a Pre-Construction Phase Agreement dated May 10, 2022, which was intended by
the Parties to govern the Preconstruction Phase as defined herein. It is now the intent of the
Parties that this Agreement, inclusive of all exhibits, shall serve as the entire and integrated
agreement between the Parties for both the Pre-Construction and Construction Phases and shall
supersede and replace the Pre-Construction Phase Agreement dated May 10, 2022, in its entirety.
To the extent that any inconsistency or ambiguity exists between the Pre-Construction Phase
Agreement dated May 10, 2022, and this Agreement, inclusive of all exhibits, this Agreement
shall control.
During the Pre-Construction Phase the CM@Risk shall prepare a cost estimate and provide a
GMP, using the format set forth in “Exhibit C – Cost of the Work – Schedule of Values” (blank
template), which excludes the Pre-Construction Phase Fee, for the Owner’s review and approval
for all the Work required to complete the Project. If the GMP proposed by the CM@Risk is
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 6
acceptable to the Owner, the Parties agree to execute an amendment to this Agreement, in the form
provided on “Exhibit D – Form of Amendment – GMP and Construction Phase Fee” hereto, to
establish the GMP and Construction Phase Fee, and to incorporate herein the Construction
Documents and other Contract Documents, CM@Risk assumptions and clarifications as may be
necessary to define the Scope of Work as in “Exhibit E – Construction Documents”, “Exhibit F –
Statement of All Clarifications and Assumptions”, and “Exhibit G – Schedule of Major
Milestones” hereto. (If the GMP is not within the Owner’s Project Budget, the Owner reserves the
right to terminate this Agreement or act as otherwise provided for in the “Exhibit A – CM@Risk
General Conditions”.)
Article 2
Contract Documents
2.1
The “Contract Documents” are comprised of the following. In the event of a conflict in the
Contract Documents, the Contract Documents will be applied in the following order of precedence:
2.1.1 This Agreement without Exhibits.
2.1.2 Exhibit A to this Agreement – “CM@Risk General Conditions”.
2.1.3 Owner’s Project Criteria developed by Owner, and Design Professional program (if
any), with the Criteria taking precedence over the program, unless and to the extent
specifically modified by one of the subsequent documents.
2.1.4 Exhibit C – Cost of the Work – Schedule of Values
Exhibit F – Statement of All Clarifications and Assumptions
Exhibit G – Schedule of Major Milestones
For the purposes of order of precedence only, these three documents will be treated as one
document.
2.1.5 Exhibit E to this Agreement – “Construction Documents”.
2.1.6 Exhibit B to this Agreement – Haydon Companies, LLC (Formerly Haydon
Building Corp) Pre-Construction Services Proposal dated May 10, 2022, as subsequently
modified by addenda, amendments or change orders.
2.1.7 Exhibit H regarding Dispute Resolution Procedures.
2.1.8 The following other documents, if any, forming part of the Agreement: .
2.1.9 Owner’s Request for Qualifications (RFQ) including all Addenda, Exhibits and
Clarifications.
2.1.10 The CM@Risk’s qualifications submission, as required by the RFQ, including any
clarifications and revisions of the submission.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 7
Article 3
Interpretation and Intent
3.1
The Contract Documents are complementary and must be interpreted in harmony so as to
avoid conflict or ambiguity, with words and phrases interpreted consistent with construction and
design industry standards.
3.2
Terms, words and phrases used in the Contract Documents shall have the meanings as
defined in the “Exhibit A – CM@Risk General Conditions” or if not specifically defined, their
ordinary and common meaning.
3.3
The Contract Documents form the entire Agreement between Owner and CM@Risk and
by incorporation herein are as fully binding on the Parties as if set forth herein. No oral
representations or other agreements have been made by the Parties except as specifically stated in
the Contract Documents.
3.4
Compliance. Services and materials will be furnished in compliance with applicable
federal, state, county and local statutes, rules, regulations, ordinances, building codes, life safety
codes, or other standards and criteria designated by City.
3.5
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority and
govern the conduct of the parties.
Article 4
Ownership of Documents
4.1
The Owner, through its separate agreement with the Design Professional, has and shall
continue to have ownership of all drawings, specifications, and other documents and electronic
data furnished by Design Professional.
4.2
The Owner shall also have ownership of documents or electronic data similar to those
described in Article 4.1 above created by or in the possession of CM@Risk as well as any
estimates, schedules, value engineering submissions, or other work product or deliverable
furnished by CM@Risk to Owner.
Article 5
Contract Time
5.1
Owner and CM@Risk mutually agree that time is of the essence with respect to the dates
and times set forth in the Contract Documents. CM@Risk understands that the time(s) for
completion(s) set forth in these documents are essential to the Owner and a material consideration
for this Agreement.
5.2
For the Pre-Construction Phase Services the Work and Contract Time shall commence
within five (5) days of execution of this Agreement, unless the Parties mutually agree otherwise
in writing. For the Construction Phase Services the Work and Contract Time shall commence
within five (5) days of CM@Risk’s receipt of Owner’s Notice-to-Proceed (NTP), unless the Parties
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 8
mutually agree otherwise in writing.
5.3
Substantial Completion
5.3.1 Substantial Completion of the Work (the Substantial Completion Date) shall be
achieved no later than TBD calendar days after receipt of the NTP, or by date certain TBD, subject
to adjustments in accordance with the Contract Documents.
5.3.2 Interim milestones and/or Substantial Completion of identified portions or phases
of the Work shall be achieved as follows, subject to adjustments in accordance with the Contract
Documents: TBD.
5.4
Final Completion
5.4.1 Final Completion of the Work or portion or phase thereof shall be achieved within
(TBD at GMP) calendar days after the date established for Substantial Completion of the Work,
or by date certain (TBD at GMP), unless otherwise mutually agreed by amendment or change order.
5.4.2 Interim milestones and/or Final Completion of identified portions or phases of the
Work shall be achieved as follows, subject to adjustments in accordance with the Contract
Documents: TBD.
5.5
Liquidated Damages. CM@Risk understands and acknowledges that if Substantial
Completion is not achieved by the Substantial Completion Date provided in Article 5.3.1, and
Article 5.3.2 above for identified portions or phases of the Work, Owner will suffer damages,
which are difficult to accurately quantify and ascertain. CM@Risk agrees that if Substantial
Completion for each portion or phase of the Work is not timely achieved, CM@Risk shall pay
Owner seven hundred ten dollars ($710) per day as liquidated damages, and not as a penalty, for
each calendar day that Substantial Completion for each portion or phase extends beyond the
Scheduled Substantial Completion Date(s). In addition, if Final Completion is not attained within
the time period defined by Article 5.4 above, CM@Risk shall pay Owner seven hundred ten dollars
($710) per day as additional liquidated damages, and not as a penalty, for each calendar day that
Final Completion extends beyond the required date. The liquidated damages provided for herein
shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any
other damages, whether special or consequential, and of whatsoever nature incurred by Owner
which are occasioned by any delay in CM@Risk achieving Substantial Completion or Final
Completion on or after the established dates.
Notwithstanding anything stated herein, the above-stated liquidated damages shall in no way limit
Owner’s other rights (e.g. “recovery measures” or termination) or limit Owner’s entitlement to
damages for any breach other than for delay for which Contractor may be responsible pursuant to
the terms of this Agreement or applicable law. If for any reason liquidated damages as set forth in
this section are unenforceable, Owner shall be entitled to recover its actual damages sustained as
a result of any delay in the completion of this Project.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 9
Article 6
Pre-Construction Phase Fee and Guaranteed Maximum Price
6.1
Owner shall pay CM@Risk a Pre-Construction Phase Fee for the Pre-Construction
Services and a Construction Phase Fee for Construction Phase Services as provided in the Contract
Documents. The CM@Risk’s Construction Phase Fee, plus the Cost of the Work, Contingencies
and Allowances, each as defined in the “Exhibit A – CM@Risk General Conditions”, will
comprise the GMP to be established in compliance with the “Exhibit A – CM@Risk General
Conditions”. Unless otherwise agreed to, CM@Risk’s GMP is deemed to include all required
taxes (including sales and use taxes), as well as all applicable bond and insurance costs.
6.1.1 The Pre-Construction Phase Fee, as defined in Section 1.2 of the “Exhibit A –
CM@Risk General Conditions”, shall be a not-to-exceed amount of Four Hundred Sixty-Nine
Eight Hundred Eighty-Four and 00/100 dollars ($469,884.00).
6.1.2 The Construction Phase Fee (profit and overhead only) shall be established initially
as a fix percentage of TBD% of the direct construction cost. The Parties understand and agree that
during GMP negotiations the TBD% will be expressed as a dollar amount in the worksheet found
in Exhibit C.
6.2
If the GMP requires an adjustment due to changes in the Scope of Work during the
Construction Phase, the cost of such changes shall be priced under Section 10 of the “Exhibit A –
CM@Risk General Conditions”.
6.3
For events giving rise to an extension of the CPM Schedule pursuant to Section 9.4 of the
“Exhibit A – CM@Risk General Conditions”, either agreed to or awarded, CM@Risk will provide
all the necessary extended Construction General Conditions for a daily sum as provided for in
Sections 9.6 and 10.4 of the “Exhibit A – CM@Risk General Conditions”. The specific amount of
extended Construction General Conditions will be determined by the Owner on a case- by-case
basis prior to issuance of a change order and must be determined to be fair and reasonable to the
satisfaction of the Owner and the Design Professional.
Article 7
Procedure for Payment
7.1
Progress Payments. For Pre-Construction Services, CM@Risk shall submit to Owner on
the last business day of each month CM@Risk’s Application for Payment based on the percentage
completed for each Pre-Construction Design Phase as agreed to by the Owner. Payment for
CM@Risk’s Construction Services shall be made in accordance with Section 7 of the “Exhibit A
– CM@Risk General Conditions”. All costs, which exceed the GMP and are not authorized by
change order, are to be paid by the CM@Risk and not the Owner.
7.2
Record Keeping and Finance Controls. With respect to all Work performed by
CM@Risk, its Subcontractors and consultants under this Agreement, CM@Risk, its
Subcontractors and any consultants, shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management, using accounting and control
systems in accordance with generally accepted accounting principles, and subject to approval by
the Owner. During performance of the Work and for five (5) years after Final Payment, the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 10
CM@Risk shall retain and shall also require all Subcontractors and any consultants to retain for
review and/or audit by the Owner all correspondence, meeting minutes, memoranda, electronic
media, books, accounts, reports, files, time cards, material invoices, payrolls, and evidence of all
communications, direct and indirect costs and all other matter related to the Work. For avoidance
of doubt, the parties agree that: (i) where the costs of the Work is determined by reference to fixed
labor, equipment and/or mark-up rates set forth in the Contract Documents, the audit of such costs
shall be limited to the quantity of units to which the established rates are applied; and (ii) for
competitively procured subcontracts performed pursuant to a stipulated sum, the audit shall be
limited to change orders performed on a “cost-plus” basis Upon request by the Owner, a legible
copy or the original of any or all such records shall be produced by the CM@Risk at any time
during or after the Work as the Owner may request. The CM@Risk shall submit to the Owner
upon request all payrolls, reports, estimates, records and any other data concerning Work
performed or to be performed and concerning materials supplied or to be supplied, as well as
Subcontractor or any consultant payment applications or invoices and such Subcontractor’s or any
consultant’s progress payment checks. The requirements of this Article shall be provided for in
all contracts between the CM@Risk and its Subcontractors and any consultants employed by the
CM@Risk.
Article 8
Termination for Convenience
8.1
This Agreement may be terminated for the convenience of Owner as provided for in
Section 12.1 of the “Exhibit A – CM@Risk General Conditions”.
Article 9
Representatives of the Parties; Authority
9.1
Owner’s Representatives.
9.1.1 Owner designates Abdul Rashid, P.E., Sr. Civil Engineer, located at City of Glendale
Engineering Department 5850 W. Glendale Avenue, Glendale, AZ 85301 as as the “Owner’s
Senior Representative”, who has the authority and responsibility set forth in the Contract
Documents, including the authority and responsibility for avoiding and resolving disputes under
Section 11 of the “Exhibit A – CM@Risk General Conditions”.
9.1.2 Owner designates Abdul Rashid, P.E., Sr. Civil Engineer, 5850 W. Glendale Avenue,
Glendale, AZ 85301 as its “Owner’s Representative(s)”, who has the authority and responsibility
set forth in the Contract Documents.
9.2
CM@Risk’s Representatives.
9.2.1 CM@Risk designates Chance Raser, Vice Presidnet Civil Estimating, Haydon Companies,
LLC, 4640 E. Cotton Gin Loop, Phoenix, AZ 85040 as “CM@Risk’s Senior Representative”, who
has the authority and responsibility set forth in the Contract Documents, including the authority
and responsibility for avoiding and resolving disputes under Section 11 of the “Exhibit A –
CM@Risk General Conditions”.
9.2.2 CM@Risk designates Grant Fletcher, Preconstruction Director, Haydon Companies, LLC,
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 11
4640 E. Cotton Gin Loop, Phoenix, AZ 85040 as the “CM@Risk Representative,” who has the
authority and responsibility set forth in the Contract Documents.
9.2.3 CM@Risk designates Robert Bateman, Superintended, Haydon Companies, LLC, 4640 E.
Cotton Gin Loop, Phoenix, AZ 85040 as the “Superintendent”, who has the authority and
responsibility set forth in the Contract Documents.
9.2.4 CM@Risk’s Representatives and Superintendent, as approved by the Owner, shall not be
replaced without the Owner’s prior written approval.
9.2.5 CM@Risk warrants and shall ensure that only individuals who are authorized to legally
bind CM@Risk will sign documents associated with this Agreement.
Article 10
Bonds and Insurance
10.1
Prior to, and as a condition for, the CM@Risk to perform Pre-Construction Phase Services,
CM@Risk shall procure, deliver and maintain insurance coverage as provided in Section 6 of the
“Exhibit A – CM@Risk General Conditions.” Prior to, and as a condition for, CM@Risk to
perform Construction Phase Services and Owner issuance of a Notice-To-Proceed, CM@Risk
shall procure, deliver and maintain Performance and Payment Bonds and insurance coverage, as
provided in Section 6 of the “Exhibit A – CM@Risk General Conditions.”
CM@RISK:
OWNER:
Haydon Companies, LLC
(Formerly Haydon Building Corp)
City of Glendale, Arizona
By Its: Authorized Representative
By Its: Authorized Representative
(Signature)
(Signature)
(Printed Name)
(Printed Name)
(Title)
(Title)
(Date)
(Date)
ATTEST:
___________________________
Julie K. Bower
(SEAL)
City Clerk
Matthew Carpenter
Member
05/05/2025
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 12
APPROVED AS TO FORM:
___________________________
Michael D. Bailey
City Attorney
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT A
CM@Risk General Conditions
Dated April 8, 2025
( pages)
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
THIS PAGE IS BLANK
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 1
CITY OF GLENDALE, ARIZONA
EXHIBIT A
CONSTRUCTION MANAGER AT RISK AGREEMENT (CM@Risk)
GENERAL CONDITIONS
January 28, 2025 Edition
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 2
THIS PAGE IS BLANK
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 3
TABLE OF CONTENTS
SECTIONS
SECTION 1
GENERAL
1.1
Mutual Obligations
1.2
Basic Definitions
1.3
Mutual Understanding
SECTION 2
CM@RISK’S SERVICES AND RESPONSIBILITIES
2.1
General Services
2.2
Pre-Construction Services
2.3
Legal Requirements
2.4
Government Approvals and Permits
2.5
CM@Risk’s Construction Phase Services
2.6
CM@Risk’s Responsibility for Project Safety
2.7
Warranty
2.8
Correction of Defective Work
SECTION 3
DESIGN PROFESSIONAL’S SERVICES AND RESPONSIBILITIES
SECTION 4
OWNER’S SERVICES AND RESPONSIBILITIES
SECTION 5
HAZARDOUS CONDITIONS AND UNFORESEEN PROJECT SITE CONDITIONS
5.1
Hazardous Materials
5.2
Unforeseen Project Site Conditions
5.3
Archeological Conditions
SECTION 6
INSURANCE AND BONDS
6.1
Bond Requirements
6.2
CM@Risk’s Insurance Requirements
6.3
Minimum Scope and Limits of Insurance
SECTION 7
PAYMENT
7.1
Guaranteed Maximum Price; Savings
7.2
Schedule of Values
7.3
Applications for Progress Payment
7.4
Payments and Retainage
7.5
Early Release of Subcontractor Retainage
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 4
7.6
Payment for On-Site and Off-Site Materials
7.7
Ownership of Construction Work
7.8
Substantial Completion
7.1
Final Completion and Final Payment
7.2
Allowances
7.3
Contingencies
7.4
Rental Equipment
SECTION 8
INDEMNIFICATION
8.1
Proprietary Rights, Patent and Copyright Infringement
8.2
General Indemnity
SECTION 9
TIME AND DELAY
SECTION 10
CHANGES TO THE CONTRACT SCOPE, PRICE, TIME AND TERMS
10.1
Changes
10.2
Change Directives
10.3
Minor Changes in the Work
10.4
Price, Time or Scope of Work Adjustment
10.5
Emergencies
SECTION 11
REQUESTS FOR CONTRACTUAL ADJUSTMENTS AND DISPUTE RESOLUTION
11.1
Dispute Avoidance and Resolution
11.2
Administrative Hearing Process
11.3
Consequential Damages
11.4
Decisions of Design Professional or Owner
SECTION 12
STOP WORK AND TERMINATION
12.1
Owner’s Right to Stop Work or Terminate for Convenience
12.2
Owner’s Right to Perform and Terminate for Cause
12.3
CM@Risk’s Right to Stop Work and Terminate for Cause
SECTION 13
MISCELLANEOUS
13.1
Assignment Prohibited
13.2
Successorship
13.3
Governing Law
13.4
Severability
13.5
No Waiver
13.6
Headings
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 5
13.7
Notice
13.8
Non-Appropriation; Non-Availability of Funds
13.9
Conflict of Interest
13.10 Compliance and Legal Worker Requirements
13.11 Assignment of Overcharge Claims
13.12 Disputes
13.13 Sexual Harassment
13.14 Modification of Agreement
13.15 Veteran’s Preference
13.16 No Boycott of Israel
13.17 Uyghur Forced Labor Prevention Act
13.18 Complete Agreement
ATTACHMENTS
ATTACHMENT 1 - PERFORMANCE AND PAYMENT BOND FORMS
ATTACHMENT 2 - AMENDMENT AND CHANGE ORDER PRICING FORMAT -
SAMPLE
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 6
THIS PAGE IS BLANK
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 7
SECTION 1
GENERAL
1.1
MUTUAL OBLIGATIONS.
1.1.1 Owner and Construction Manager at Risk (CM@Risk) commit, at all times, to
cooperate fully with each other, and proceed on the basis of trust, confidence, and good faith to
permit each Party to realize the benefits expected and afforded under the Contract Documents,
which benefits include the satisfactory and timely completion of the Project and performance of
all obligations required by the Contract Documents.
1.2
BASIC DEFINITIONS.
Contract Documents are those documents noted under Article 2 of “STANDARD FORM
AGREEMENT BETWEEN OWNER AND CM@RISK ON THE BASIS OF A
GUARANTEED MAXIMUM PRICE” (the “Agreement”) and also include, but are not limited
to, the Agreement, amendments, change orders, these General Conditions, any supplementary or
special conditions referenced in the Agreement and any other items stipulated to as being included
in the Contract Documents, including the complete design as accepted by the Owner.
1.2.1 Reserved.
1.2.2 “Allowances” are items set forth on “Exhibit C – Cost of the Work – Schedule of Values”
to the Agreement as an estimate for the cost of that item of work and to the extent that the Cost of
the Work for that item is lesser or greater than the estimate the GMP will be reduced or increased
by change order.
1.2.3 “Bidding Contingency or Construction Contingency” means that part of the Guaranteed
Maximum Price (GMP) the CM@Risk may use during the Bidding or Construction Phase for
purposes as set forth in Section 7.11.1 below, all subject to Owner’s approval, after GMP has been
accepted. Contingency may not be used to cover the cost of any work on the Project after issuance
of the Certificate of Final Completion.
1.2.4 “CM@Risk” means the CM@Risk and all persons and entities identified as members of the
CM@Risk Team in the CM@Risk’s response to the Owner’s RFQ which led to the Agreement
with all amendments, and any substitutes permitted under the terms of the Agreement, and these
General Conditions. The CM@Risk participates in the Pre-Construction Phase as set forth in the
Agreement by, among other things, doing value engineering, evaluating costs and constructability,
preparing schedules, implications of alternate designs and systems and materials during and after
design of the Project. During construction, the CM@Risk assumes all risk for price and schedule
under the Agreement and its GMP.
1.2.5 “Construction Documents” are the Design Documents prepared by the Design Professional
for the Project, approved by the Owner as incorporated into the Guaranteed Maximum Price, to be
used to construct the Project. All modifications to the Construction Documents must be approved
by the Owner, in writing, prior to incorporation into the Agreement.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 8
1.2.6 “Construction General Conditions” means all on-site Project-specific job costs of
CM@Risk not itemized elsewhere in the Contract Documents but specifically excludes, without
limitation, the following:
a)
bonds,
b)
insurance,
c)
items which are included in the Construction Phase Fee, such as:
(1)
Home (off-site) Expenses,
(2)
Profit & Overhead,
(3)
Home Office Personnel such as Corporate Executive, and Project
Executive,
(4)
Home Office Staff Transportation & Travel Costs,
(5)
Home Office Accounting & Contract Forms,
(6)
Legal Expenses,
(7)
Project Staff Moving Expenses,
(8)
Off-site Staff Training & Education (unless pre-authorized by Owner, in
writing),
(9)
Pre-Mobilization Office Space,
(10)
Off-site Equipment & Supplies,
(11)
Home Office PCs and Commercial Software Purchase/License,
(12)
Forms,
(13)
Estimating & Value/Constructability Analysis,
(14)
Contractor Yard not Dedicated to Project,
(15)
Contractor Association Fees, Licenses & Memberships,
(16)
Cost over GMP,
(17)
Corrective Work,
(18)
Bonuses,
(19)
Cost of Living Allowance,
(20)
Marketing Expenses,
(21)
Corporate Sponsorships and Entertainment, and
d)
Promotional or Celebratory Expenses the CM@Risk incurs while performing and
completing the Project.
Any Owner-approved meal expense shall not exceed Owner’s current policies applicable to
Owner’s employees, unless Owner specifically authorizes a different reimbursement rate in
writing in advance of the incurrence of such expenses. Specifically excluded is any expense for
alcohol.
Out-of-town travel, including travel time and living expenses may be included in Construction
General Conditions if such travel expense is: (i) necessary to perform the Scope of Work and (ii)
pre-authorized and approved by Owner in writing. If approved, compensation for meals and
lodging expenses shall be subject to Owner’s current travel and business meal policies applicable
to Owner’s employees, unless Owner specifically authorizes a different reimbursement rate in
writing in advance of the incurrence of such expenses. CM@Risk’s subsistence rates shall be
negotiated at time of GMP-Setting. Subsistence rates, duration and specific categories of expenses
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 9
must be determined to be fair and reasonable, and approved in advance, in writing, by Owner.
CM@Risk’s allowable labor rates and burdened labor rates within any rates or part of the
Construction General Conditions are restricted to direct labor costs, that is, salaries/wages plus
statutory or regulatory required costs (social security, Medicare employee’s match,
unemployment, etc.) and employee related benefits and expenses (for example, vacations, health
insurance, retirement, etc.), as agreed to by Owner and identified in Exhibit F – Statement of All
Clarifications and Assumptions. If CM@Risk self-performs Work, self-perform labor rates, and
any approved overtime rates, shall follow the policy set forth in Section 2.2.4.8.
In the event that CM@Risk is entitled to reimbursement of expenses under the Contract
Documents, CM@Risk shall submit all receipts and any other reasonably required backup
documentation to Owner and/or Design Professional within sixty (60) days after such expense is
incurred. Owner shall not be required to reimburse CM@Risk for any invoice or receipts for
expenses received by Owner or Design Professional after that time.
CM@Risk’s Construction General Conditions must include a detailed listing of rental equipment
with rental rates and anticipated duration of use, and purchase prices for said equipment per
requirements of Section 7.12.
CM@Risk’s Construction General Conditions-type charges may not be listed in the
Subcontractors’ Schedule of Values, nor will such charges be paid by the Owner.
Construction General Conditions shall first be submitted by the CM@Risk during GMP
negotiation process as a detailed breakdown of itemized costs, and shall be reimbursed as a
category of Work within the Schedule of Values based on either actual cost or negotiated amounts,
as agreed to by Owner.
All excluded expenses the CM@Risk incurs while performing and completing the Project are not
reimbursable as Construction General Conditions, and must be paid out of the Construction Phase
Fee.
1.2.7 “Construction Phase” – is defined as including but not limited to the following subphases:
construction administration, closeout and warranty, and may include some activities that occur
after Final Completion.
1.2.8 “Construction Phase Fee” includes all direct and indirect costs of CM@Risk providing off-
site management, supervision and support for the completion of the Work during the Construction
Phase, plus associated overhead and profit. The Construction Phase Fee shall initially be calculated
not to exceed TBD% of Direct Construction Cost only, and then shall be expressed as a dollar
amount in Exhibit C as mutually negotiated and agreed to by the Parties in writing, subject to any
cost or credit adjustments prescribed by General Conditions Section 10.4.
1.2.9 “Construction Phase Services” includes the services to be performed by CM@Risk under
this Agreement during the Construction Phase, including those services identified in Section 2.5.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 10
1.2.10 “Contract Float” - If the Critical Path Method (“CPM”) schedule of the Work anticipates
early completion of all or any part of the Work, Contract Float is the number of calendar days
between CM@Risk’s anticipated date for early completion of all or any such part of the Work and
the corresponding specified Contract Time. It is owned jointly by Owner and CM@Risk.
1.2.11 “Contract Time” is a time set forth in the Contract Documents for any time periods
identified.
1.2.12 “Cost of the Work” (or “Construction Costs”) consists of those items of Work which are
paid for by the Owner to the CM@Risk, and consists of those categories of Direct Construction Cost
and Indirect Construction Cost set forth as allowable in “Exhibit C – Cost of the Work – Schedule
of Values” to the Agreement, throughout the Project up to the time of Final Completion.
1.2.13 “Day” as used in these General Conditions refers to calendar day unless otherwise denoted.
1.2.14 “Deliverables” - the work product prepared by the CM@Risk within the definition of the
Scope of Work in the Agreement. Some of these Deliverables provided by the CM@Risk during
the Pre-Construction Phase are the Project Schedule, Schedule of Values, Alternative System
Evaluation, Procurement Strategies plus proposed MBE/WBE Utilization, Subcontractor and
Supplier bid packages and Agreements.
1.2.15 “Design Phase” (or “Pre-Construction Phase”) is defined as including but not limited to the
following subphases: Program Development, Conceptual Design, Schematic Design, Design
Development, GMP-Setting and Construction Documents.
1.2.16 “Design Professional” is a representative of the Owner for the Project as provided in the
Contract Documents, whose Agreement is with the Owner, and a) who is a qualified professional
properly licensed in the State of Arizona to furnish applicable design and construction
administration services, and b) is not the Agent of the Owner except for the approval and
certification of CM@Risk progress payment applications, and Substantial Completion, if so
designated.
1.2.17 “Design Documents” (or “Design Submission Documents”) consist of the Drawings and
Specifications prepared at specific phases of the design effort by the Design Professional including
Programming, Schematic Design, and Design Development, as well as cost estimates and other
documents prepared by the CM@Risk that are submitted for Owner’s approval for each subphase
of the Project design services.
1.2.18 “Direct Construction Cost” is the sum of all applicable Construction General Conditions
costs, Subcontractor costs, costs of self-performed work (if approved in writing in advance by
Owner), Allowances and Contingencies. Contingencies specifically include Bidding and
Construction Contingency.
1.2.19 “Final Completion” is defined as 100% completion of all Work described by or reasonably
inferred from the Project Criteria and Contract Documents, including but not limited to all a) Punch
Lists, b) Close-Out Documents, c) Owner training/start up activities, and d) third party
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 11
commissioning.
1.2.20 “Guaranteed Maximum Price (GMP)” is the dollar amount that the CM@Risk guarantees
to be the maximum amount due from the Owner to the CM@Risk under the Agreement for
Construction Phase Services. It is the sum of the Cost of the Work, and the CM@Risk’s
Construction Phase Fee. The GMP is subject to additions or deductions due to changes in the
Scope of Work. All costs, which exceed the GMP and are not authorized by change order, are to
be paid by the CM@Risk and not the Owner.
1.2.21 “Hazardous Materials” are defined as any materials, wastes, substances and chemicals
deemed to be hazardous under applicable Legal Requirements, or for which the handling,
remediation, or disposal are regulated by applicable Legal Requirements. Where applicable, the
term Hazardous Waste shall have the meaning provided for in Section 1004 of the Solid Waste
Disposal Act (42 USC, Section 6903) as may be amended from time to time.
1.2.22 “Indirect Construction Cost” is the sum of all applicable insurance costs, bond costs and
applicable sales or use taxes, and excludes the Construction Phase Fee.
1.2.23 “Legal Requirements” include all regulations, policies, procedures and practices of the City
of Glendale and all applicable rules, laws, codes, ordinances and regulations of any government or
quasi-government entity, federal, state and local having jurisdiction over the Work, the practices
involved in the Work, or any other work performed.
1.2.24 “Open Book Cost” is the Cost of the Work as compiled and recorded in accordance with
the provisions of Section 2.1.14 of these General Conditions.
1.2.25 “Partnering” or “Teaming” is a mutual effort by all parties involved in the Project,
principally the Owner, the Design Professional and the CM@Risk, to cooperate and coordinate
efforts to achieve the final result intended by the Project Criteria. All involved use their expertise
for the benefit of all. Partnering requires flexibility and appreciation of the positions of other
parties and willingness to make compromises for the benefit of all. Owner has the exclusive right
to decide whether or not to use Partnering on the Project and will indicate its decision on this
during the Pre-Construction Phase.
1.2.26 “Pre-Construction Phase Fee” includes all direct and indirect costs of CM@Risk in
providing the Pre-Construction Services until completion of the Construction Documents and the
award of all bid packages, plus associated overhead and profit.
1.2.27 “Pre-Construction Services” includes the services to be performed by CM@Risk under this
Agreement during the Pre-Construction Phase, including those services identified in Section 2.2.
1.2.28 “Project Budget” is the total cost to the Owner for the Project, including the Design
Professional, CM@Risk’s Pre-Construction Phase Fee, the GMP (including CM@Risk’s
Construction Phase Fee, Construction services, Allowances and any and all Contingencies), other
consultants, furniture, fixtures, and equipment, Site acquisition, permit fees, management fees, and
other incidentals required to achieve Final Completion of the Project.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 12
1.2.29 “Project Criteria” are developed by or for Owner to describe Owner’s program,
requirements and objectives for the Project, including use, space, price, time, Site, utility, parking,
and expandability requirements, as well as all submittal requirements and other requirements
affecting CM@Risk’s performance of its Work. The Project Criteria may include conceptual
documents, design criteria, performance requirements, and other Project specific technical
materials and requirements prepared by or for Owner.
1.2.30 “Punch List” means those minor items of Work identified and listed by Design Professional
and agreed to by Owner to be completed by CM@Risk after Substantial Completion and prior to
Final Completion, which do not prevent the Project from being fully used for the purpose for which
it is intended and which will not prevent the issuance of a certificate of occupancy or a favorable
review by the State Fire Marshal.
1.2.31 “Savings” is the difference, if any, calculated by subtracting both the Cost of the Work and
the Construction Phase Fee from the GMP. Savings shall be allocated as set forth in Section 7. The
amount of Savings is to be determined by Owner with such assistance as Owner requests of
CM@Risk and is to be based on the GMP in effect on the date of Final Completion of the Work.
1.2.32 “Site” is the land and other areas on which the Project is located.
1.2.33 “Subcontractor” (of any tier) is any entity or person who performs a portion of the Work,
on- or off-site, directly on behalf of the CM@Risk, including any materials, workers and suppliers,
and shall include all employees, agents and authorized representatives of such entities or persons.
1.2.34 “Substantial Completion” is the date on which CM@Risk’s Work, or an agreed upon
portion of the Work, is sufficiently complete, as determined by the Design Professional or Owner’s
issuance of a Certificate of Substantial Completion, so that Owner can fully occupy and utilize the
Project, or a portion thereof, for the purposes for which it is intended. To achieve Substantial
Completion, all Work must be complete except for items included on the approved Punch List. As
part of Substantial Completion all required inspections, State Fire Marshal and State Elevator
certificates, Boiler inspection, ACC inspection for natural gas lines, and preliminary test and
balance of the mechanical systems must be obtained or completed. (Owner retains the right to
require inspections of the Work past those inspections required for Substantial Completion, and
such inspections may be required through the date of Final Completion).
1.2.35 “Total Float” is the number of calendar days by which the Work or any part of the Work
may be delayed without necessarily extending a pertinent Contract Time. Total Float is by
definition at least equal to Contract Float.
1.2.36 “Value Engineering Proposal” - A modification to the Work proposed by the CM@Risk
after the Effective Date of the Agreement for the purpose of reducing the total cost of construction
while still delivering a quality and functional Project. Value Engineering is part of the broader
goal of obtaining optimum value for each dollar the Owner spends on the Project.
1.2.37 “Work” is comprised of all activities required to complete the Project as defined by the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 13
Project Criteria and Contract Documents, including the Pre-Construction Services and the
Construction Phase Services as well as procuring and furnishing all materials, equipment, services,
and labor reasonably inferable from the Contract Documents, or from prevailing trade usage and
custom.
1.3
MUTUAL UNDERSTANDING.
Owner and CM@Risk agree that these provisions set forth their mutual understanding and
agreement regarding the Agreement, General Conditions or subjects addressed therein.
1.3.1 It is understood and agreed that Owner has hired a Design Professional to design the
Project.
1.3.2 CM@Risk understands and agrees that the design for the Project may not be complete at
a) the time the GMP is agreed to, and b) at the time of execution of the Agreement.
1.3.3 CM@Risk commits to cooperate and interact with and advise the Design Professional in
producing a completed design for the Project that is acceptable to the Owner, all as more fully
described in the Contract Documents.
1.3.4 When the Design Documents are complete and requisite approvals obtained and they are
accepted by the Owner, they shall be incorporated in and become part of the Contract Documents
as though they were included at the time of execution of the Agreement.
SECTION 2
CM@RISK’S SERVICES AND RESPONSIBILITIES
2.1
GENERAL SERVICES.
2.1.1 The CM@Risk Representative shall attend all meetings and assist the Owner during the
Pre-Construction Phase in accordance with these General Conditions. During the Construction
Phase, the CM@Risk Representative, and Superintendent as necessary, shall be at the Site at all
times when Work is being performed, and shall have the necessary expertise and experience
required to properly supervise the Work. The CM@Risk Representative shall communicate
regularly with Owner and Design Professional and shall be vested with the authority to act on
behalf of CM@Risk as to all matters. The CM@Risk Representative may only be replaced with
the mutual written agreement of Owner and CM@Risk.
2.1.2 During both the Pre-Construction and Construction Phases the CM@Risk shall provide
Owner and Design Professional, on a monthly basis, a written status report detailing the progress
of the Work during that month, including whether the Work is proceeding according to Schedule,
an updated and current Critical Path Method (CPM) Schedule, an updated and current Work cash
flow projection for the duration of the Project, copies of the Superintendent’s daily site reports,
identification of any discrepancies, conflicts, or ambiguities existing in the Construction
Documents that require resolution, whether health and safety issues have arisen in connection with
performance of the Work, and whether other matters exist that require resolution so as not to
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 14
jeopardize CM@Risk’s ability to complete the Work for the GMP on schedule and within the
Contract Time(s). The CM@Risk’s monthly report shall also include a cost tracking report with
projected final cost, subcontract amounts and buy-out status and status of Contingency and
Allowance usage.
2.1.3 Within twenty-one (21) days after executing the Agreement, CM@Risk shall prepare and
submit to Owner a Critical Path Method Master Schedule (CPM Schedule) for the Work including
the activities in the Design Phase and the Construction Phase. The CPM Schedule shall include
three (3) weeks of Owner review time for design submission documents at each subphase (progress
development, Schematic Design, Design Development and Construction Drawings) and adequate
time for City and for other regulatory-type reviews and for all other necessary approvals. The CPM
Schedule shall indicate the dates for the start and completion of the various stages of Work,
including the dates when Owner information and approvals are required and all necessary
shutdowns or suspensions of Owner or separate vendor activities on the Site (if any). The CPM
Schedule shall allow for multiple bid packages and fast-tracked construction as may be required by
Owner and include any contemplated completion date(s) earlier than those required by the Contract
Documents.
2.1.4 The Owner, Design Professional, and CM@Risk will meet promptly after execution of the
Agreement to discuss issues affecting the administration of the Work, and to implement the
necessary procedures, including submittals and Owner site activity schedules, to permit the Owner,
Design Professional, and CM@Risk to perform their respective obligations under the Contract
Documents. These tasks may be implemented by the utilization of a formal “Partnering” or
“Teaming” process developed during an initial workshop that will include the CM@Risk, Owner,
Design Professional, and their key participants. Follow up sessions will occur every three months
or as otherwise mutually agreed to ensure that all commitments are updated and being followed
by all parties. The cost of this “Partnering” or “Teaming” effort, if invoked by Owner, will be an
allowable Project Cost.
2.1.5 The CM@Risk shall interact and cooperate fully with the Owner and Design Professional
during the Design Phase and Construction Phase so as to keep the Work within the Owner’s budget
and schedule limitations.
2.1.6 The CM@Risk covenants with the Owner to furnish its best skill and judgment and to
cooperate with the Design Professional in furthering the interests of the Owner. The CM@Risk
agrees to furnish efficient business administration and superintendence and to use its best efforts
to timely complete the Work in an expeditious and economical manner consistent with the interest
of the Owner.
2.1.7 The CM@Risk, the Owner, and the Design Professional, called the “Project Team”, shall
cooperatively work together during all phases of the Work to achieve timely completion of the
Project. The CM@Risk shall provide leadership to the Project Team during the Pre-Construction
Phase for all schedule or alternative systems issues and on all matters relating to construction and
shall record and distribute minutes of meetings per Section 2.2.4.4. During the Pre-Construction
Phase the CM@Risk shall provide to the Owner and the Design Professional a written evaluation
of the Owner’s Project Criteria and Project Budget and Schedule, each in relationship to the other
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 15
with recommendations on the appropriateness of each.
2.1.8 The Contract Documents do not create any contractual relationship between the Design
Professional and the CM@Risk or any separate contractors, consultants, Subcontractors of any
sub-tier or suppliers on the Project; nor shall anything contained in the Contract Documents be
deemed to give any third party any claim or right of action against the Owner, the Design
Professional or CM@Risk, which does not otherwise explicitly exist in the Contract Documents.
2.1.9 The CM@Risk’s initial Work shall consist of its services in connection with the Pre-
Construction Phase. The CM@Risk’s Services in that phase shall be parallel to and coincidental
with the Programming, Schematic Design, Design Development, and Construction Document
subphases of the Design Professional’s Services. CM@Risk shall prepare an itemized building
systems type cost estimate at the completion of each design subphase, and at other times as agreed
upon by the Project Team, in a format consistent with that used by Design Professional or in a
format otherwise mutually agreed upon prior to the cost estimate preparation. CM@Risk shall
prepare CSI-formatted cost estimates following the format of “Exhibit C – Cost of the Work –
Schedule of Values” to the Agreement, at each submittal phase after the completion of Schematic
Design, to verify that applicable portions of the Project are staying within the Owner’s identified
budget. It is the obligation of the CM@Risk to keep all Deliverables required of it up to date
during the Pre-Construction Phase so that the Project activities will continue uninterrupted while
progressing into the Construction Phase.
2.1.10 During the Pre-Construction Phase, the CM@Risk shall provide a GMP per Article 1.2 of
the Agreement, and phased GMPs if required by Article 1.1 of the Agreement. Thereafter, as the
Scope of Work is further developed and defined during the Pre-Construction Phase, and costs are
established for the Work, the Parties contemplate that the Scope of Work to be performed by the
CM@Risk will be adjusted by amendment or change order to the Agreement. Any such
amendment or change order will define the Work to be performed by the CM@Risk under the
Agreement, and may amend or add any design submission document that is not within the original
Scope of Work undertaken to be performed by the CM@Risk. The GMP and Contract Time may
from time to time, be adjusted, as may be necessary, due to such change orders or amendments.
2.1.11 Subject to the other provisions of these General Conditions, submission of the GMP by the
CM@Risk is a representation that the CM@Risk has visited the Site, become familiar with the local
and any specific conditions under which the Work is to be performed, and has correlated
CM@Risk’s observations with the requirements of the Owner’s Project Criteria.
2.1.12 The intent of the Contract Documents is to include all items and services necessary for the
proper execution and completion of the Work. The Contract Documents are complementary, and
what is required by anyone shall be as binding as if required by all. Work not covered in the
Contract Documents but deemed necessary for the proper completion of the Work by the Design
Professional will be required of CM@Risk unless it is inconsistent with the Contract Documents,
or is not reasonably inferable therefrom as being necessary to produce the intended results. Words
and abbreviations, which have well known technical or trade meanings, are used in the Contract
Documents in accordance with such recognized meanings.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 16
2.1.13 The organization of the Specifications into division, section, and article, and the
arrangement of Drawings shall not obligate or control the CM@Risk in dividing performance of
the Work among Subcontractors, or in establishing the extent of the Work to be performed by any
one trade.
2.1.14 With respect to all Work performed by CM@Risk and its Subcontractors and consultants,
CM@Risk, its Subcontractors and consultants, shall keep full and detailed accounts and exercise
such cost controls as may be necessary for proper financial management, using accounting and
control systems in accordance with generally accepted accounting principles and subject to review
by Owner. During performance of the Work and for five (5) years after Final Payment, the
CM@Risk shall retain and shall also require all Subcontractors and consultants to retain for review
or audit, or both, by the Owner all correspondence, meeting minutes, memoranda, electronic
media, books, accounts, reports, files, time cards, material invoices, payrolls, and evidence of all
communications, direct and indirect costs and all other matters related to the Work. Upon request
by the Owner, a legible copy or the original of any or all such records as are described above shall
be produced by the CM@Risk at any time during or after the Work as the Owner may request.
Upon request the CM@Risk shall submit to the Owner copies of all payrolls, reports, estimates,
records, change order costs and data, and any other data concerning Work performed or to be
performed, materials supplied or to be supplied, including Subcontractor or consultant payment
applications or invoices and such Subcontractor’s or consultant’s progress payment checks. The
requirements of this section shall be provided for in all contracts between the CM@Risk and its
Subcontractors and consultants. The Owner may exercise its rights under this Paragraph as often
as reasonably necessary in the Owner’s sole judgment to assure the Owner has a complete and
accurate understanding of all Project costs.
2.2
PRE-CONSTRUCTION SERVICES.
2.2.1 CONSULTATION DURING PROJECT DEVELOPMENT.
In addition to the services of the CM@Risk listed in 2.1 above, CM@Risk’s Pre-Construction
Services shall include, but not be limited to, the services set forth in this Section 2.2 and shall include:
participation in team building, formal Partnering or Teaming, development of a project
management plan, providing value analysis, constructability and bidability reviews, cash flow
projections, estimating/price guarantees, and Subcontractor bid package timing and strategy.
These services shall also include, but not be limited to, review of design; advice on Site use,
improvements, selection of materials, building systems and equipment; long lead items, and
recommendations on construction feasibility, availability of materials and labor, local construction
activity as it relates to work schedules, and time requirements for installation and construction.
2.2.2 BUDGETING AND GUARANTEED MAXIMUM PRICE.
2.2.2.1 The CM@Risk shall provide the Pre-Construction Services for the Pre-Construction Phase
Fee identified in the Agreement. That fee will be earned based upon the amount of Design Phase
Work completed. That fee shall be billed and payable monthly as a percentage of completion of
Pre-Construction Services. The Construction Phase Services of CM@Risk will be provided based
upon an Open Book Cost of the Work, plus the separate Construction Phase Fee for CM@Risk
identified in the Agreement, which together comprise the GMP as set forth in Section 2.2.2.2
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 17
below.
2.2.2.2 As provided for in Article 1.2 of the Agreement and when the design has sufficiently
progressed, the CM@Risk shall propose a GMP for the construction that is to be based on the Cost
of the Work. The CM@Risk shall attach to the GMP a list of the Drawings and Specifications
used by the CM@Risk in preparing and setting the GMP and also a “Statement of All Clarifications
and Assumptions” that the CM@Risk used to supplement the information contained in the
Drawings and Specifications CM@Risk has listed. The “Statement of All Clarifications and
Assumptions” may, at the discretion of CM@Risk, be shown in the form of Drawings or be in
narrative form or a combination of both, but must in any event be complete and detailed.
2.2.2.3 The Owner will, at its sole discretion, have the option to accept the GMP submitted by
CM@Risk, request that CM@Risk submit another GMP, or reject the GMP and terminate all
contracts and agreements with the CM@Risk. In the event of such a termination the CM@Risk
shall receive payment for services it has provided to date and other reasonable termination costs
approved by Owner. In this situation, there shall be no amounts paid for any lost profits, lost
opportunity or other similar costs.
2.2.2.4 Once accepted by the Owner, the GMP may be revised only by an approved amendment
or change order.
2.2.2.5 For any Contingency within the GMP, the criteria for the development of that Contingency
must be acceptable to the Owner. Thereafter, the CM@Risk must inform the Owner of any
intended usage of the Contingency, with supporting itemized schedule and pricing documentation,
to maintain complete records and confirm its appropriate use for the Project.
2.2.3 COST ESTIMATES.
2.2.3.1 Construction Cost. All estimates of GMP, and the Schedule of Values set forth in the
“Exhibit C – Cost of The Work – Schedule of Values” to the Agreement shall include without
duplication:
a)
Construction General Conditions;
b)
All labor, materials, equipment, tools, construction equipment and machinery,
water, heat, utilities, transportation, and other facilities and services necessary for
the proper execution and completion of the Work, whether temporary or permanent,
and whether or not incorporated or to be incorporated in the Work;
c)
An entry for “Bidding Contingency or Construction Contingency”;
d)
The CM@Risk’s Construction Phase Fee;
e)
All bond and insurance premiums; and
f)
All applicable taxes
2.2.3.2 The CM@Risk’s estimates of Construction Costs shall not include sums due the Design
Professional, the CM@Risk’s Pre-Construction Phase Fee, the costs of land, rights of way,
financing or other costs which are the responsibility of the Owner.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 18
2.2.3.3 The CM@Risk, prior to and in preparing its estimates of Construction Costs and providing
the GMP, shall consult with the Design Professional to determine, to the extent possible, what
materials, equipment, component systems and types of construction are to be included in the
Construction Documents and to make recommendations for reasonable adjustments in the Scope
of Work, and to include in the Construction Documents alternate items, as are approved by the
Owner in writing.
2.2.3.4 The CM@Risk shall prepare an estimate of Construction Cost as soon as major Project
requirements have been identified, and update the estimate for each submittal of the Design
Submission Documents specified in Section 1.2.15 of these General Conditions. For all bid
packages for Construction, the CM@Risk shall prepare a quantity take-off cost estimate based on
CSI formats within thirty (30) days of receipt of applicable documents from the Design
Professional. All estimates of Construction Cost shall make allowance for bidding and price
escalation. During the Pre-Construction Phase, the CM@Risk shall continually monitor the cost
estimates and develop a cost estimate to help assure that the Cost of the Work remains within the
applicable portions of the Project Budget or GMP, as applicable. No construction services or Work
to be performed under the Agreement shall commence until a GMP is established by the
CM@Risk, submitted and accepted by the Owner.
2.2.3.5 All CM@Risk cost estimates shall be prepared separate and independently from Design
Professional estimates and shall be based on quantitative takeoffs whenever possible and shall be
completed in sufficient depth and organization to be used in preparing budgets based on sub-trades,
combinations of sub-trades, building systems, and bid packages. A lump sum estimate is not
acceptable unless it is otherwise agreed to by the Owner and such estimate relates to an actual
Subcontractor price or bid.
2.2.3.6 CM@Risk shall submit all applicable cost estimates to the Design Professional and Owner
for review, scope verification and reconciliation with the Design Professional’s estimates of cost.
If the Design Professional and CM@Risk cannot agree on any individual cost items, then the
highest identified cost of either will be utilized and noted as such by the CM@Risk in the
submission of the cost estimate to the Owner as part of the design submittal.
2.2.3.7 After review and scope verification of the cost estimate done by the Design Professional,
the CM@Risk shall a) notify the Owner if it appears that the Design Professional estimate of
Construction Costs will exceed the applicable portion of the projected Project Budget or GMP as
may be applicable, b) satisfactorily demonstrate the accuracy of its estimate in such detail as shall
be reasonably required by the Owner, and c) make reasonable recommendations for corrective
action consistent with the Project Budget or GMP, as may be applicable. All such cost estimates
must be within Project Budget or GMP as applicable, or include reasonable recommendations for
bringing the estimates within the Project Budget or GMP, as applicable, prior to final submission
to Owner for review and acceptance. Any costs to correct Design Documents to bring the Project
back within the Project Budget or GMP, as applicable, shall not be borne by the CM@Risk, except
for the CM@Risk’s own costs incurred in re-estimating.
2.2.3.8 Design Professional/CM@Risk Cooperation: The Design Professional, by the terms of its
agreement with the Owner, is obligated to provide reasonable cooperation to the CM@Risk in the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 19
development of estimates of Construction Cost and the GMP. Conversely, the CM@Risk shall
provide reasonable cooperation to the Design Professional in the development of estimates of
Construction Cost and the GMP. Design Professional and CM@Risk shall reconcile their cost
estimates with each other and the Owner no later than seven (7) calendar days after the completion
of CM@Risk’s estimate or receipt of Design Professional’s estimate to assure the Owner that the
Project Cost is within the designated budget.
2.2.4 OTHER PRE-CONSTRUCTION SERVICES.
2.2.4.1 The CM@Risk shall review the Drawings and Specifications as they are being prepared,
recommending alternative methods whenever design details affect construction feasibility,
schedules or cost. However, nothing contained in this section 2.2.4.1 shall be construed to require
the CM@Risk to provide design services.
2.2.4.2 The CM@Risk shall make recommendations to the Owner and the Design Professional
regarding the division of work in the Drawings and Specifications to facilitate the bidding and
awarding of subcontracts, allowing for phased construction, if applicable, taking into consideration
such factors as time of performance, availability of labor, overlapping trade jurisdictions,
provisions for temporary facilities, and the like.
2.2.4.3 Coordinating with the Design Professional, the CM@Risk shall provide a written
Constructability Review of all Drawings and Specifications, in a form acceptable to Owner. The
Constructability Review shall (a) minimize areas of conflict, errors, omissions, and overlapping of
the Work to be performed by the various Subcontractors, (b) confirm that the full Scope of Work
has been included in the Drawings, (c) endeavor to minimize cost and Value Engineer Proposals
where appropriate, and (d) allow for phased and/or fast-track bid packages and construction, as
required. An acceptable and effective Constructability Review is a goal for the CM@Risk and the
Owner.
2.2.4.4 The CM@Risk shall attend all regular meetings with the Owner and Design Professional
and such additional meetings as the Owner may request. All regular meetings shall be scheduled
by the Design Professional with the prior agreement of the CM@Risk and approval of the Owner.
All additional meetings shall be scheduled by the Owner.
At a minimum, the CM@Risk shall attend the following meetings and shall be responsible for
leading the meeting or issuing meeting minutes as noted. Additional meetings may be required by
Owner, or may be necessary in the normal course of business, and shall not be additionally
compensated by the Owner to the CM@Risk unless agreed to in advance in writing by the Owner,
and unless the scope of such meetings could not have reasonably been expected given the scope
of the Project.
Meeting
Lead
Frequency
Issue Minutes
Kickoff
Owner
Minimun Four
DP
Partnering
Facilitator
As Needed
Facilitator
Stantec Consulting
Engineers – Design Phase
DP
Minimun Four
DP
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 20
Deliverables Format
DP
As Needed
DP
Presentation of Subphase
Deliverables to User Groups DP
As Needed
DP
Plan Review
Owner
As Needed
DP
Commissioning
Comm. Ag.
As Needed
Comm. Ag.
GMP-Setting
Owner
As Needed
DP
Pre-Construction
CM@Risk
As Needed
DP
Haydon Companies, LLC –
Construction Phase
CM@Risk
Bi-Weekly
CM@Risk
Pre-installation
CM@Risk
As Needed
CM@Risk
Design Related Subject –
Before 100% CD Set
DP
As Needed
DP
Design Related Subject –
After 100% CD Set
DP
As Needed
CM@Risk
Closeout
Owner
Once
CM@Risk
Others as required by Owner TBD
Once
TBD
2.2.4.5 The CM@Risk shall investigate and recommend materials and equipment that could be
purchased directly by the Owner. In providing its recommendations, CM@Risk will consider the
impact of any long lead times associated with any materials or equipment needed on the Project
and the potential cost-savings from mass purchasing power. In addition, CM@Risk will
recommend a schedule for such purchases, after coordination with the Design Professional
regarding the timetable for preparation of Construction Documents; and expedite and coordinate
delivery of these purchases to facilitate their delivery by the required dates. The CM@Risk shall
coordinate with Owner regarding the installation of any such purchased materials and equipment.
2.2.4.6 Subcontractor Selection.
2.2.4.6.1 Pre-Construction Phase. If the Owner determines that Integrated Project Delivery
(IPD) or Building Information Modeling (BIM) objectives will benefit the Project and it is or will
be to the advantage of Owner or the Project to select certain subcontracting trades to participate in
the design process during the Pre-Construction Phase, then the following procedures will apply:
a) CM@Risk will prequalify Subcontractors from the trades needed in the Pre-
Construction Phase.
b) Upon acceptance of the Owner, a Request for Qualifications (RFQ) is requested from
pre-qualified Subcontractors by the CM@Risk. The RFQ will request additional
qualification information in addition to pricing information, such as labor rates and
overhead and profit factors.
c) The Statement of Qualifications (SOQ) from the Subcontractors will be reviewed by
a committee consisting of CM@Risk, Owner and design team members. The
qualification and pricing information will be scored by a pre- determined weighted
scoring system.
d) The committee will develop a list of firms that will be interviewed.
e) The Subcontractors will be interviewed and ranked, and the highest ranked
Subcontractor will be selected to provide the services.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 21
2.2.4.6.2 Construction Phase. The CM@Risk shall, with the assistance of the Owner and
Design Professional, prepare the necessary and appropriate bidding information, bidding forms,
and pre-qualification criteria for bidders; develop Subcontractor interest; establish bidding
schedules; advertise for bids; and conduct pre-bid conferences to familiarize bidders with the
bidding documents and management techniques and with any special systems, materials, or
methods. The CM@Risk shall review all potential Subcontractors with the Owner and Design
Professional and obtain Owner’s approval of the pre-qualification of any Subcontractor in
accordance with the Owner-approved Subcontractor Selection Plan. If the CM@Risk becomes
aware, prior to any bid date, that less than three (3) pre-qualified Subcontractors plan to bid any
portion of any Bid Package or that anticipated bids from previously approved or pre-qualified
Subcontractors are likely to exceed the current Schedule of Values or estimate of Construction
Cost, the CM@Risk shall promptly notify the Owner.
2.2.4.6.3 Subcontractors. Once approved by Owner, no Subcontractor may be replaced by
CM@Risk without Owner’s prior approval and any change in cost to CM@Risk will not be a
responsibility of Owner and there will be no increase in GMP or contract price by reason of such
change of cost. Within thirty (30) calendar days after award, one fully executed subcontract for
work or services on this Project shall be furnished to Owner together with all special or
supplementary conditions applicable to the subcontract work.
2.2.4.7 The CM@Risk shall provide the Owner and Design Professional with requirements and
assignment of responsibilities for safety precautions and programs as required for the execution of
the Work, temporary Project facilities and for equipment, materials and services for common use
of Subcontractors and verify that all such information is included in the Construction Documents.
2.2.4.8 CM@Risk Self-Performance.
2.2.4.8.1 The CM@Risk must disclose to the Owner, upon initiation of Pre-Construction
services, any portions of the Work that are to be considered for potential self-performance. If the
CM@Risk indicates it desires to self-perform any portion of the construction work, the following
procedures will be followed. The CM@Risk must submit its qualifications to do the listed
portion(s) of the construction work to the Owner and if the Owner is satisfied with CM@Risk’s
qualifications as to that portion of the construction work, the Owner will designate the CM@Risk
as a pre-qualified Subcontractor for that portion of the construction work. A bid package for each
portion of the construction work as to which CM@Risk is a pre-qualified Subcontractor will be
prepared in the same manner and content as bid packages for Subcontractors in other trades.
CM@Risk will submit a proposed price (the “Price Submission”) for each of these portions of the
construction work. This proposed price shall include labor rates, and certify that sub-sub trades
and materials will be bid with a minimum of three pre-qualified bidders. Overtime for self-
performed work shall be approved by Owner in writing in advance.
2.2.4.8.2 To evaluate the CM@Risk’s Price Submission on self-performed work, Owner may
do any or all of the following at the Owner’s discretion: (i) engage an estimator selected by Owner
to prepare an independent estimate of this portion of the construction work: (ii) engage the DP or
other consultants to do a construction market study to confirm construction market impacts to the
cost of this portion of the construction work, or (iii) take other action to evaluate the CM@Risk’s
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 22
Price Submission. In any event, CM@Risk is responsible to establish to the Owner’s satisfaction
that the CM@Risk’s Price Submission is reasonable and appropriate. If the Owner is satisfied that
the CM@Risk Price Submission is reasonable and appropriate, the Owner will advise the
CM@Risk that the CM@Risk is selected as the Subcontractor for that portion of the construction
work.
2.2.4.8.3 If, at the conclusion of the review of the CM@Risk’s proposed price, the Owner is
not satisfied that the CM@Risk’s Price Submission is reasonable and appropriate, the Owner will
so advise the CM@Risk and the CM@Risk will proceed in the following manner: There will be a
normal Subcontractor bid competition for selection of the Subcontractor to perform this portion of
the construction work, in accordance with the procedures in section 2.2.4.6.2, except that,
notwithstanding any other provision of the CM@Risk Design Phase Services Contract Documents
to the contrary, (i) the CM@Risk’s Price Submission will be the CM@Risk’s bid for that portion
of the construction work in the Subcontractor bidding process; (ii) the CM@Risk must obtain bids
for that portion of the construction work from a minimum of two other pre-qualified
Subcontractors, (iii) the Subcontractor bids for that portion of the construction work must be
delivered to Owner rather than the CM@Risk, and (iv) the Owner will decide which bid to accept,
in accordance with Section 2.2.4.6.2.
2.3
LEGAL REQUIREMENTS.
2.3.1 CM@Risk shall perform all Work in accordance with the Legal Requirements and the
General Conditions and otherwise shall provide all notices applicable to the Work. It is the
responsibility of the CM@Risk during the Pre-Construction Phase to assist the Design
Professional and the Owner to ascertain that the Construction Documents under preparation are in
compliance with all Legal Requirements
2.4
GOVERNMENT APPROVALS AND PERMITS.
2.4.1 Unless otherwise provided in the Contract Documents, CM@Risk has the responsibility to
obtain and pay for all necessary permits, approvals, licenses, government charges, plan review fees
and inspection fees required for the prosecution of the Work. CM@Risk shall follow all Owner
Plan Review, permitting and inspection procedures.
2.5
CM@RISK’S CONSTRUCTION PHASE SERVICES.
2.5.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or
of a separate Contractor(s), CM@Risk’s Construction Phase Services shall include: team
management and coordination, scheduling, cost controls and change order management, submittal
process management, subcontracting, field management, safety program, close-out process, and
warranty period services. This responsibility shall include providing, through itself or its
Subcontractors, all necessary supervision, labor, inspection, testing, start-up, material, equipment,
machinery, temporary utilities, and other temporary facilities needed to permit CM@Risk to
complete construction of all Work consistent with the Construction Documents.
2.5.2 CM@Risk shall perform all construction work, services and activities efficiently and with
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 23
the requisite expertise, skill, quality and competence necessary to satisfy the requirements of the
Contract Documents. CM@Risk shall at all times exercise complete and exclusive control over
the means, methods, sequences and techniques of construction.
2.5.3 CM@Risk shall only employ Subcontractors (of any tier) who are properly licensed and
fully able and committed to performing the Work in compliance with the Construction Documents
and with the same or higher degree of skill, quality and competence as CM@Risk.
2.5.4 CM@Risk shall be fully responsible for the Work of its Subcontractors and any of their
acts and omissions in connection with the performance of their work. Nothing in the Contract
Documents is intended or shall be deemed to create any legal or contractual relationship between
Owner and a Subcontractor (of any tier). In addition, nothing in the Contract Documents is
intended to, or shall be deemed to create any third-party beneficiary rights.
2.5.5 CM@Risk is responsible for coordinating the activities and Work of all Subcontractors . If
Owner is performing other work with separate contractors under Owner’s control, CM@Risk
agrees to cooperate and coordinate its Work with the work of Owner’s separate contractors so that
the Project can be completed in an orderly, efficient and coordinated manner reasonably free of
significant disruption to any party.
2.5.5.1 The Owner reserves the right to award other contracts related to the Project, or to perform
certain work itself. Any such other work may or may not be known to the Owner or disclosed to
the CM@Risk prior to execution of the Agreement. The CM@Risk shall afford the Owner and
such other contractors reasonable opportunity for the introduction and storage of their materials
and equipment and the execution of their work, and shall properly coordinate its Work with theirs
in such manner as the Owner or Design Professional may direct. The CM@Risk shall also assure
at its own cost reasonable access of other contractors to their site and their work.
2.5.5.2 Upon request of the CM@Risk, the Owner will provide the CM@Risk with a copy of
Drawings, Specifications, Schedules or other needed data relating to such other contracts or work
as may be necessary to meet CM@Risk’s duty to coordinate. The CM@Risk shall thoroughly
examine these documents and shall within three (3) business days of completing such examination
notify the Owner in writing of any conflicts with the Work to be performed by the CM@Risk. In
no event shall such notice be given by CM@Risk so late as to interfere with or delay the Work to
be performed by the CM@Risk. Failure of the CM@Risk to request, review, or provide written
notice as provided above shall constitute a waiver of any objections or claims the CM@Risk may
otherwise have as a result of the necessity to coordinate the CM@Risk’s Work with other activities.
2.5.5.3 Should the CM@Risk sustain any damage through any act or omission of any other such
contractor or subcontractor, CM@Risk shall have no claim or cause of action against the Owner
for such damage and hereby waives any such claim. The CM@Risk does not waive any claim or
cause of action against any other contractor or subcontractor to recover any and all damages
sustained by reason of the acts or omissions of such other contractor or subcontractor. The phrase
“act or omission” as used in this section shall be defined to include, but not be limited to, any delay
on the part of any such other contractor or subcontractor, whether due to negligence, gross
negligence, inadvertence or any other cause.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 24
2.5.5.4 Should the CM@Risk cause damage to the Work or property of any other contractor or
subcontractor of the Owner, the CM@Risk shall upon receiving due notice of damage promptly
attempt to settle with such other contractor by agreement, repair or otherwise to resolve the dispute.
If any such separate contractor sues or initiates a proceeding against the Owner on account of any
damage alleged to have been caused the CM@Risk or its Subcontractors, the Owner shall notify
the CM@Risk who shall at its own cost defend such proceedings, or pay the costs of the Owner
defending such proceedings, and if any judgment or award against the Owner arises therefrom the
CM@Risk shall pay or satisfy it and shall reimburse the Owner for all attorney’s fees and court
or other costs which the Owner has incurred in connection with the matter.
2.5.6 CM@Risk shall keep the Site free from debris, trash and construction waste to permit
CM@Risk to perform its construction services efficiently, safely, and so as not to interfere with
the use of any adjacent land areas, including the reasonable aesthetic appearance of the jobsite and
all storage/staging areas. CM@Risk shall also be responsible for and take precautions and
measures to fully secure, safeguard and protect the Work during the Construction Phase. Unless
previously released of responsibility by Owner, the CM@Risk’s responsibility to secure, safeguard
and protect the Work shall continue until Final Completion and final acceptance by the Owner.
2.5.7 Upon Substantial Completion of the Work, or a portion of the Work, CM@Risk shall remove
all debris, materials, waste, equipment, machinery and tools from the Work so as to permit Owner
to safely occupy the Work or a portion of the Work for the use for which it is intended.
2.5.8 CONTROL OF THE WORK.
2.5.8.1 The CM@Risk shall supervise and direct the Work of its employees and Subcontractors
and coordinate the Work with the activities and responsibilities of the Owner and the Design
Professional so as to complete the Work in accordance with the Owner’s objectives of cost, time
and quality as set forth in the Contract Documents.
2.5.8.2 The CM@Risk shall establish an on-site organization with lines of authority to carry out
the overall plans for completion of the Work.
2.5.8.3 The CM@Risk shall schedule, notice, conduct, and take and distribute minutes of weekly
progress meetings at which the Owner, Design Professional, and CM@Risk can discuss jointly
such matters as procedures, progress, and problems.
2.5.9 DAILY LOG.
2.5.9.1 The CM@Risk shall maintain a daily log of construction activities for each calendar day
of the Contract Time, using a form pre-approved by the Design Professional. In that log the
CM@Risk shall document all activities at the Work Site, including, but not limited to:
a) Weather conditions showing the high and low temperatures during work hours, the
amount of precipitation received on the job Site, and any other weather conditions
which adversely affect Work at the Site;
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 25
b) Soil conditions which adversely affect Work at the Site;
c) The hours of operation by CM@Risk and individual Subcontractor personnel;
d) The number of CM@Risk and Subcontractor personnel present and working at the
Site, by subcontract and trade, and updated schedule activity number;
e) The equipment active or idle at the Site;
f) A description of the Work being performed at the Site by updated schedule activity
number;
g) Any delays, disruptions or unusual or special occurrences at the Site;
h) Materials received at job Site;
i) A list of all visitors at the Site; and
j) Any other information deemed relevant as to activities on the Site that day.
2.5.9.2 The CM@Risk shall provide copies of the daily logs to the Owner on a weekly basis. The
daily log shall not constitute written notice to the Owner of any event or occurrence when such
notice is required by the Contract Documents.
2.5.9.3 Any changes affecting previously approved Work shall require prior written approval of
the Owner.
2.5.10 SUPERVISION AND CONSTRUCTION PROCEDURES.
2.5.10.1 The CM@Risk shall supervise and direct the Work, using the CM@Risk’s best skill and
attention. The CM@Risk shall be solely responsible for the coordination and accomplishment of
all portions of the Work under the Contract Documents.
2.5.10.2 The CM@Risk shall be responsible to the Owner for the acts and omissions of the
CM@Risk’s employees, Subcontractors of all tiers, their agents and employees, and any other
persons performing any of the Work or furnishing materials under a contract with the CM@Risk.
2.5.10.3 The CM@Risk shall not be relieved from its obligation to perform the Work in
accordance with the Contract Documents either by the activities or duties of the Design
Professional in its administration of this Agreement, or by inspections, tests or approvals required
or performed by persons other than the CM@Risk. Nothing contained in this paragraph shall
preclude the CM@Risk from asserting any rights it may have under this Agreement in the event of
unreasonable delays to the CM@Risk in the conducting of any inspections, test, approvals, or
other actions by the Design Professional upon which the CM@Risk is dependent.
2.5.10.4 The CM@Risk shall employ a competent Owner-approved Superintendent and
necessary assistants, who shall be in attendance at the Project Site during the progress of the
Work. The CM@Risk shall also employ the CM@Risk Representative (approved by Owner)
together with such additional engineering and clerical support as may be reasonably required and
appropriate to the stage of construction work. Once designated the Superintendent and
Representative of CM@Risk shall not be changed except with the prior consent of the Owner,
unless the Superintendent or Representative proves to be unsatisfactory to the CM@Risk or
ceases to be in its employ. The Superintendent and Representative shall represent the CM@Risk
and all communications given to the Representative shall be binding on the CM@Risk. All such
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 26
communications shall be confirmed in writing.
2.5.10.5 The CM@Risk shall at all times enforce strict discipline and good order among its
employees and its Subcontractors’ employees, and shall not allow employment on the Work of
any unfit person or anyone not skilled in and capable of performing the task assigned to them.
2.5.10.6 The CM@Risk shall at all times allow the Owner, Design Professional, or any other
designated representatives access to the construction work to observe progress and inspect the
quality of work and conformance to the Construction Documents.
2.5.10.7 Any Work required to be inspected by the Design Professional and/or the Owner prior
to being covered, which is covered up without prior inspection or without prior consent of the
Design Professional and/or the Owner, must be uncovered by the CM@Risk, if requested by the
Design Professional or the Owner, and then re-covered at no cost to Owner, notwithstanding the
provisions of the following Section.
2.5.10.8 CM@Risk shall notify the Owner and Design Professional in writing at least forty-eight
(48) hours prior to the time at which the Owner or Design Professional must be present to perform
an inspection. Failure to provide such notice shall make the CM@Risk solely responsible for all
consequences, including backcharges for subsequent re-inspection, of non-inspection and any
required access to or uncovering of such Work.
CM@Risk shall advise the Owner and Design Professional of any additional inspections required
by other entities, including but not limited to any Authority Having Jurisdiction (AHJ), and shall
follow those entities’ required inspections procedures. Failure to provide such notice to the Owner,
the Design Professional, or any other entity requiring inspection, shall make the CM@Risk solely
responsible for all consequences, including backcharges for subsequent re-inspection, of non-
inspection and any required access to or uncovering of such Work.
2.5.11 ADMINISTRATION.
2.5.11.1 Except as may be expressly provided to the contrary in the Contract Documents, the
CM@Risk Representative(s), with a primary contact designated, shall forward all communications
in writing and all documents simultaneously to the Owner’s Representative(s) and the Design
Professional’s Representative(s) as listed below:
Design Professional’s
Representative(s):
CM@Risk
Representative(s):
Owner’s
Representative(s):
Chris Eggers
Grant Fletcher
Abdul Rashid, P.E.
2.5.12 DRAWINGS AND SPECIFICATIONS.
2.5.12.1 The CM@Risk shall study and compare the Construction Documents prior to beginning
work on each phase or portion of the Work and immediately report to the Design Professional and
the Owner any material error, inconsistency, conflict, ambiguity, or omission that is discovered.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 27
2.5.12.2 The Construction Drawings are intended to show general arrangements, design and extent
of Work and are not intended to serve as shop drawings. Where required, the CM@Risk shall
perform no portion of the Work without having shop drawings, product data or samples approved;
any Work performed in violation of this provision will be solely at the CM@Risk’s risk regardless
of Design Professional’s and/or Owner’s knowledge of such Work being performed.
2.5.12.3 In the event of any conflict or ambiguity, the Construction Documents shall be interpreted
as being complementary, requiring delivery by CM@Risk of a complete Project, or a designated
portion thereof. Any requirement in any one of the Construction Documents is as binding as if it
were included in all Construction Documents. In the event of any conflict or ambiguity, perceived
or real, the CM@Risk shall request an interpretation by the Design Professional before performing
the Work. Generally, the Specifications (“Specifications”) address quality, types of materials and
contractual conditions while the Drawings (“Drawings”) show placement, sizes, and fabrication
details of materials. In the event a conflict is discovered in the Construction Documents, the
priorities stated below shall govern and control:
a) Addenda shall govern over all other Construction Documents;
b) Subsequent addenda shall govern over prior addenda, but only to the extent modified;
c) In case of conflict between Drawings and Specifications, the Specifications shall
govern;
d) Conflicts within the Drawings:
(1) Schedules, when identified as such, shall govern over all other portions of the
Drawings.
(2) Specific notes shall govern over all other notes and all other portions of the
Drawings, except the schedules described in 2.5.12.3.d (1) above.
(3) Larger scale drawings shall govern over smaller scale drawings.
(4) Figured or numerical dimensions shall govern over dimensions obtained by
scaling.
e) Conflicts within the Specifications: These General Conditions shall govern over all
sections of the Specifications except for specific modifications thereto that may be
stated in Special Conditions or addenda. No other section of the Specifications shall
modify these General Conditions; and
f) In the event provisions of codes, safety orders, Construction Documents, referenced
manufacturer's specifications or industry standards are in conflict, the more restrictive
or higher quality shall govern.
2.5.12.4 In the event of conflict between Owner’s Technical Standards and/or Design Guidelines
(if any) and the Design Professional’s Drawings and Specifications, CM@Risk shall promptly call
the conflict to the attention of Owner and Design Professional and the use of such Drawings or
Specifications by CM@Risk will be deferred until resolution of the conflict to Owner’s
satisfaction.
2.5.12.5 If the Construction Documents are not complete as to any minor detail of a required
construction system or with regard to the manner of combining or installing of parts, materials, or
equipment, but there exists an accepted trade standard for good and skillful construction, such
detail shall be deemed to be an implied requirement of the Construction Documents in accordance
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 28
with such standard. That is to say, a) “minor detail” shall include the concept of substantially
identical components, where the price of each such component is small even through the aggregate
cost or importance is substantial, and shall include a single component which is incidental, even
though its cost or importance may be substantial, and b) the quality and quantity of the parts or
materials so supplied shall conform to trade standards and be compatible with the type,
composition, strength, size, and profile of the parts or materials otherwise set forth in the
Construction Documents.
2.5.13 SUBMITTALS, DRAWINGS AND SHOP DRAWINGS.
2.5.13.1 The CM@Risk shall maintain at the Site, for the use of the Owner and of the Design
Professional, one copy of all Drawings, Specifications, bulletins, addenda, amendments or change
orders, field orders, approved shop drawings, approved submittals, supplementary instructions,
requests for information, catalog data, manufacturers' operating and maintenance instructions,
certificates, warranties, guarantees and other contract related documents and their modifications,
if any, in good order and marked daily by the CM@Risk to record all approved changes made
during construction. All of these shall be turned over to the Design Professional by the CM@Risk
at the time of Substantial Completion for the purpose of the Design Professional assembling and
correlating the material for use by the Owner.
2.5.13.2 The CM@Risk shall submit to the Design Professional, with such promptness as to cause
no delay in its Work or in the work of any other contractor, all submittals and shop drawings as
are required by the Construction Documents, or are necessary to illustrate details of the Work.
2.5.13.3 Each submittal and shop drawing must be accompanied by a CM@Risk transmittal letter
containing a list of the titles and numbers of the shop drawings. Each series shall be numbered
consecutively for ready reference. Each submittal and shop drawing shall be marked with the
following information:
a) Date of Submission
b) Name of Project
c) Location of Project
d) Branch of Work (Specification Section)
e) Project Number
f) Name of Submitting CM@Risk
g) Name of Subcontractors
h) Revision Number
At the request of Owner, identified submittals shall be submitted to Owner for its review
concurrent with review of same by Design Professional. During the Construction Phase the
CM@Risk shall promptly provide Owner with an electronic copy of all approved submittals.
2.5.13.4 All Subcontractor submittals and shop drawings shall be reviewed by the CM@Risk prior
to being submitted to the Design Professional and each shall bear a written statement by the
CM@Risk that the submittals and shop drawings are consistent with the Construction Documents
and other Contract Documents or if not totally consistent shall bear a written statement indicating
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 29
all variances from the Construction Documents and other applicable Documents. Any submittals
or shop drawings submitted without the statements will be returned for resubmission; the
submittals or shop drawings will be considered as not having been submitted, and any delay caused
thereby shall be the CM@Risk’s sole responsibility. This review by CM@Risk of Subcontractor
submittals and shop drawings shall not be construed as CM@Risk approval of the design therein
except that it shall be a representation that the letter accompanying the submittal or shop drawings
does indicate all variations from the Construction Documents and other Contract Documents as
required by section 2.5.13.5.
2.5.13.5 The CM@Risk shall include with submittals and shop drawings, a letter to the Design
Professional, with concurrent copy to the Owner, indicating all variances from the Design
Professional's Drawings and Specifications. Failure to so notify the Design Professional of such
variances will be grounds for subsequent rejection of the related Work or materials. If, in the
opinion of the Design Professional, the variances are not acceptable, the CM@Risk must furnish
the item as specified or as indicated on the Construction Drawings.
2.5.13.6 It is the CM@Risk's obligation and responsibility to check all of its submittals and shop
drawings and to be fully responsible for them and for coordination with connecting Work.
Submittals and shop drawings shall indicate in detail all parts of an item of Work, including
erection and setting instructions and engagements with Work of other trades or other separate
contractors.
2.5.13.7 By the act of reviewing or submitting submittals and/or shop drawings, the CM@Risk
thereby represents to the Owner and Design Professional that it has determined and verified
availability, field measurements, field construction criteria, materials, catalog numbers and similar
data, or will do so, and that it has checked and coordinated each submittal and/or shop drawing
with the requirements of the Work and of the Construction Documents. If any specified material,
item or part is not available, the CM@Risk shall so indicate to the Design Professional.
2.5.13.8 The Design Professional shall review and approve submittals and shop drawings and
return them to the CM@Risk within twenty (20) calendar days of receipt unless otherwise
previously agreed in writing. For scheduling purposes, the CM@Risk must assume a 20-day
review period for each submittal or set of shop drawings, and ten (10) calendar days for
resubmittals, except for complex submittals identified by the Design Professional as having
significant deficiencies, wherein the resubmittal turnaround time will be within twenty (20)
calendar days. If review and approval are delayed beyond twenty (20) calendar days, the Design
Professional shall notify the CM@Risk and the Owner in writing stating the reason for the delay.
Approval shall not relieve the CM@Risk from the responsibility for variances from the Drawings
and Specifications, unless it has been called to the Design Professional's attention, in writing, at
the time of submission. Any modification will be approved only if it is in the interest of the Owner
to effect an improvement in the Work and does not increase the GMP or Contract Time. Any such
modification is subject generally to all other provisions of the Construction Documents, and is
without prejudice to any and all rights under any surety bond.
2.5.13.9 If the Design Professional returns a submittal or shop drawing to the CM@Risk with the
notation “rejected”, “revise and resubmit”, or “approved as noted”, the CM@Risk, so as not to
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 30
delay the Work, shall promptly resubmit a submittal or shop drawing conforming to the
requirements of the Construction Documents and indicating in writing on the submittal or shop
drawing and on the transmittal what portions of the resubmittal have been altered in order to meet
with the approval of the Design Professional. Any other differences between the resubmittal and
the prior submittal shall also be indicated by CM@Risk on the shop drawing and on the resubmittal
as a special note.
2.5.13.10 No extension of Contract Time will be granted to the CM@Risk because of its failure to
submit submittals or shop drawings with sufficient time to allow for review, possible resubmittals
and approval. Work shall not commence until the CM@Risk has received written approval. The
CM@Risk shall furnish prints of its approved submittals and shop drawings to all the
Subcontractors whose work is in any way related to the Work. Only prints bearing this approval
will be allowed on the Site.
2.5.14 PRODUCT SAMPLES, TESTS, AND CERTIFICATES.
2.5.14.1 The CM@Risk shall furnish product samples of all items requested or required by the
Specifications. product samples shall be properly identified and submitted with such promptness
as to cause no delay in Work or in the work of any other contractor and to allow time for
consideration by the Design Professional and the Owner. The Design Professional and/or Owner
will review product samples in accordance with Section 2.5.13 above.
2.5.14.2 Each Product Sample must be accompanied by a letter of transmittal containing the
following information:
a) Date of Submission
b) Name of Project
c) Location of Project
d) Branch of Work (Specification Section Number)
e) Project Number
f) Name of Submitting CM@Risk
g) Name of Subcontractor
2.5.14.3 The CM@Risk shall furnish to the Design Professional a certificate stating that material
or equipment submitted by CM@Risk complies with Contract Documents. If a certificate
originates with the manufacturer, the CM@Risk shall endorse it and submit it to the Design
Professional together with a statement of compliance in its own name.
2.5.14.4 No tests, inspections or approvals performed or given by the Owner or the Design
Professional or others acting for the Owner or any agency of Federal, State or Local government
nor any acts or omissions by the Owner or the Design Professional in administering this Agreement
shall relieve the CM@Risk from its duty to perform the Work in accordance with the Contract
Documents and all applicable law or regulation or code.
2.5.14.5 Unless the Design Professional is authorized at the time of submittal to return samples at
the CM@Risk's expense, rejected samples will be destroyed.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 31
2.5.14.6 After delivery of materials by CM@Risk, the Design Professional may make such tests,
as it deems necessary, with samples required for such tests being furnished by and at the cost of
the CM@Risk. Any test is for the benefit of the Owner and shall not relieve CM@Risk of the
responsibility for providing quality control measures to assure that Work performed strictly
complies with the Construction Documents. No test shall be construed as implying acceptance of
materials, work, workmanship, equipment, accessories or any other item or thing.
2.5.14.7 Materials, workmanship, equipment or accessories may be rejected on the basis of the test
results even though general approval has been previously given. If items have been incorporated
in Work, the Design Professional shall have the right to cause their removal and replacement by
items meeting Construction Document requirements, with the cost of such removal and
replacement being done by the CM@Risk and not the Owner, or to demand and secure appropriate
reparation to or price adjustment for the benefit of Owner from the CM@Risk.
2.5.15 AS-BUILT DRAWINGS.
2.5.15.1 Prior to Final Payment, the CM@Risk shall complete and turn over to the Design
Professional the As-Built Drawings kept current at the Project Site by CM@Risk. Those As-Built
Drawings shall consist of a set of drawings which clearly indicate all field changes that were made
during contract performance to adapt to field conditions, changes resulting from amendments or
change orders and all buried and concealed installation of piping, conduit and utility services. All
buried and concealed items both inside and outside the facility shall be accurately located on the
As-Built Drawings as to depth and in relationship to not less than two permanent features such as
interior or exterior wall faces. The As-Built Drawings shall be clean and all changes, corrections,
and dimensions shall be given in a neat and legible manner in a contrasting color. CM@Risk shall
also provide an electronic file of the As-Built Drawings to Owner in digital form pre-approved by
Owner.
2.5.15.2 With respect to any changes or corrections in the Work which are made subsequent to
Substantial Completion, such revisions shall be submitted to the Design Professional for approval
prior to Final Payment.
2.5.16 SCHEDULE AND COORDINATION.
2.5.16.1 The CM@Risk shall schedule and coordinate the Work of all of its Subcontractors on the
Project including their use of the Site. The CM@Risk shall keep the Subcontractors informed of
the Project CPM Schedule to enable the Subcontractors to plan and perform their Work properly.
2.5.16.2 At the time of the submission of the GMP, the CM@Risk shall submit to the Design
Professional a detailed CPM Schedule for the Work, which shall provide for the expeditious and
practicable execution of the Work. The CPM Schedule shall be consistent with and build upon
any previous schedules issued during the Pre-Construction Phase. The CPM Schedule is not to
exceed time limits current under the Contract Documents and shall be related to the Work to the
extent required by the Contract Documents.
2.5.16.3 The CPM Schedule required for the performance of the Work shall include reasonable
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 32
detail including a time scaled network and computer printout in accordance with the following
requirements:
a) no activity shall be longer than twenty-one (21) calendar days (i.e. task line item
duration in the CPM Schedule) in length except fabrication and delivery activities;
b) each activity must be logically tied to another activity to show its interdependency
with other activities;
c) installation activities must be logically tied to submittal/approval, fabrication and
delivery;
d) only a single critical path shall be allowed; and
e) all activities on the schedule must be clearly designated.
2.5.16.4 The CM@Risk shall prepare and keep current, for the Design Professional’s approval, a
timetable for submittals that is coordinated with the CM@Risk’s CPM Schedule for the Work and
that allows the Design Professional the specified time to review submittals.
2.5.16.5 The CPM Schedule shall be revised monthly by the CM@Risk to reflect actual conditions
in the field and be transmitted monthly to Owner and Design Professional with a Narrative Report
including a description of current and anticipated problem areas, delaying factors and their impact
and corrective action taken or proposed. This update is to be submitted with each Application for
Progress Payment. Owner’s review of the CPM Schedule update shall not be construed as relieving
CM@Risk of its complete and exclusive control over the means, methods, sequences, and
techniques of construction. The CM@Risk understands and agrees that the monthly updated CPM
Schedule will be the basis for the analysis and granting or rejection of time extensions in
accordance with Section 9 of these General Conditions.
2.5.16.6 In addition to the monthly CPM Schedule update, the CM@Risk’s schedule shall also be
revised at appropriate intervals as required by the conditions of the Work or as directed by the
Owner or Design Professional with a printed and electronic copy of the revision submitted to the
Owner and Design Professional in a format acceptable to the Owner.
2.5.16.7 The CM@Risk shall perform the Work at all times during the Construction Phase in
accordance with the most recent Owner-approved schedule and consistent with the established
Contract Time.
2.5.16.8 It is agreed by the Parties that if the CM@Risk submits an original or updated CPM
Schedule which shows that the Project and/or individual milestone(s) for the Project will be
completed earlier than required by the adjusted contractual completion date(s), the differences
between the forecasted early completion and the required completion shall be considered Project-
owned Total Float available for use by both the Owner and the CM@Risk.
2.5.16.9 It is also agreed by the Parties that since Total Float time within the CPM Schedule is
jointly owned, no time extensions will be granted nor delay damages paid by Owner until a critical
path activity delay occurs which extends the Work beyond the adjusted contractual completion
date. Since float time within the CPM Schedule is jointly owned, it is acknowledged and agreed
by CM@Risk that Owner-caused delays on the Project may be offset by Owner-caused time
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 33
savings which result in a critical path activity savings of time to the CM@Risk. In such an event,
the CM@Risk shall not be entitled to receive a time extension or delay damages until all Owner-
caused time savings are exhausted and the applicable contractual completion date or milestone
date is also exceeded.
2.5.16.10 It is also agreed that no time extensions shall be granted nor delay damages paid unless
the delay is clearly demonstrated by the updated CPM Schedule and the current and supporting
narrative as of the month the change was issued or occurred, or the delay took place, and which
delay cannot be mitigated, offset, or eliminated through actions such as revising the intended
sequence of Work or other reasonable or industry recognized means of mitigating schedule
slippage.
2.5.16.11 Should the CPM Schedule show the CM@Risk to be thirty (30) days or more behind
schedule for the Work as a whole, at any time during construction, CM@Risk shall, upon Owner’s
request, prepare a “Recovery Schedule” and report to explain and display how CM@Risk intends
to regain compliance with the CPM Schedule as soon as practicable.
2.5.16.12 If Owner reasonably determines that the performance of the Work is behind Schedule
such that the CM@Risk will be unable to achieve Substantial Completion of the Work prior to
expiration of the Contract Time, the Owner shall have the right, but no obligation, to order the
CM@Risk to take corrective measures necessary to expedite the progress of construction,
including, without limitation, (i) working additional shifts or overtime, (ii) supplying additional
manpower, equipment. and facilities and (iii) other similar measures (collectively “Extraordinary
Measures”). The determination of whether the progress of the Work is behind schedule shall take
into account any extensions in time to which the CM@Risk is entitled. Owner is hereby permitted
to continue use of Extraordinary Measures until the progress of the Work complies with the stage
of completion required by the Contract Documents. The Owner’s right to require Extraordinary
Measures is solely for the purpose of ensuring the CM@Risk’s compliance with the Schedule. In
no event shall the Owner have control over, charge of, or any responsibility for construction means,
methods, techniques, sequences or procedures or for safety precautions and programs in
connection with the Work, notwithstanding the rights and authority granted in this Subsection
2.5.16.12 or elsewhere in the Contract Documents. CM@Risk shall not be entitled to adjustment
in the GMP in connection with Extraordinary Measures required by the Owner under or pursuant
to this Subsection. Owner may exercise its rights under or pursuant to this Subsection as frequently
as necessary to ensure that the CM@Risk’s performance of the Work will comply with the CPM
Schedule and the Contract Documents. The cost of Extraordinary Measures will be included in the
Cost of the Work.
2.6
CM@RISK’S RESPONSIBILITY FOR PROJECT SAFETY.
2.6.1 CM@Risk recognizes the importance of performing its work in the safest manner possible
so as to prevent damage, injury or loss to (a) all individuals at or in the vicinity of the Work,
whether working or visiting the Project or Campus; (b) all work, including materials and
equipment incorporated or stored on- or off-Site; and (c) all property adjacent to the Site. On that
basis CM@Risk assumes responsibility for implementing and monitoring all safety precautions
and programs related to the performance of the Work and will submit a safety plan to Owner and
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 34
Design Professional at the time of issuance of the Notice to Proceed with the Work. CM@Risk
shall, prior to commencing construction, designate a safety manager with the necessary
qualifications and experience to supervise the implementation of the plan and the monitoring of
all safety precautions and programs related to the Work. The safety manager shall make routine
daily inspections of the Work Site, and shall hold at least weekly safety meetings with CM@Risk’s
personnel and Subcontractors.
2.6.2 CM@Risk and its Subcontractors shall comply with all Legal Requirements relating to
safety, as well as any Owner specific safety requirements set forth in the Contract Documents.
CM@Risk will immediately report, in writing, to Owner’s Representative and all government or
quasi-government authorities having jurisdiction over matters involving the Work, any significant
injury, loss, damage or accident occurring at the Site of the Work.
2.6.3 CM@Risk’s responsibility for safety under Section 2.6 is not intended to in any way relieve
CM@Risk’s Subcontractors (of any tier) from applicable obligations and responsibilities for
complying with all Legal Requirements, including those related to health and safety matters, and
their taking all necessary measures to implement and monitor all safety precautions and programs
to guard against injury, losses, damages or accidents resulting from their performance of the Work.
2.7
WARRANTY.
2.7.1 CM@Risk warrants to Owner that the construction, including all materials and equipment
furnished as part of the Work, shall be new, unless otherwise specified in the Contract Documents,
of good quality, in conformance with the Contract Documents and free of defects in materials and
workmanship. CM@Risk’s warranty obligation excludes defects caused by abuse, alterations, or
unreasonable failure to maintain work by persons other than CM@Risk, CM@Risk’s
Subcontractors, or others under CM@Risk’s control. Nothing in this warranty by CM@Risk shall
limit any manufacturer’s warranty that provides Owner with greater warranty rights than set forth
in this Section or the Contract Documents.
2.7.2 CM@Risk will provide Owner with all manufacturers’ warranties and Operation and
Maintenance Manuals upon the date of Final Completion of the Work. CM@Risk shall provide
Owner a two-(2) year warranty for all portions of the Work, which warranty will commence upon
Substantial Completion of the Work. All statutory, special, implied, or other warranties, express
or implied, related to latent defects, or as noted in the Contract Documents, will remain in force
and are not limited or superseded by this provision.
2.7.3 The Warranties identified herein do not limit or control other remedies available to Owner
at law or their limitation periods, if any.
2.8
CORRECTION OF DEFECTIVE WORK.
2.8.1 If any portion of the Work is covered over by CM@Risk or its Subcontractor contrary to
the request of the Design Professional or Owner or as required by the Construction Documents or
the applicable building standards or codes if requested in writing by the Design Professional or
Owner, that Work or portion thereof must be promptly uncovered for observation at the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 35
CM@Risk’s own expense.
2.8.2 If any portion of the Work, other than those portions required to be inspected by the Design
Professional, the Owner or others, prior to being covered, has been covered over, the Design
Professional or Owner may request that it be uncovered for observation. If such portion of the
Work is found to be in accordance with the requirements of the Construction Documents, the cost
of uncovering it shall be charged to the Owner as an amendment or change order. If such portion
of the Work is found not to be in compliance with the requirements of the Contract Documents,
the CM@Risk shall bear such costs to uncover, remove and replace or repair such defective work
and re-cover the work.
2.8.3 Unless a specific written waiver of such non-conformance has been provided to the
CM@Risk, CM@Risk agrees to promptly correct any Work that is found not to be in conformance
with the Contract Documents, whether previously inspected by the Owner’s representatives or not.
This obligation of CM@Risk shall continue for a period of two (2) years from the date of
Substantial Completion. Nothing in this section shall waive any other rights or remedy that the
Owner may have under Arizona law.
2.8.4 CM@Risk, upon receipt of written notice from Owner that the Work is not in conformance
with the Contract Documents, shall, within seven (7) days (except in the case of an emergency or
item on the schedule critical path, which will require immediate response) commence correction
of such nonconforming Work, including the correction, removal or replacement of the
nonconforming Work and any damage caused to any other parts of the Work affected by the
nonconforming Work. In the event CM@Risk fails to commence the necessary corrective steps
within seven (7) days of the Notice, Owner, in addition to any other remedies provided under the
Contract Documents, may at the end of the seven (7) day period commence to correct or cause the
correction of such nonconforming Work with its own or other forces. CM@Risk shall be
responsible for all costs and expenses that Owner incurs in remedying any such Work not in
conformance with the Contract Documents, including at Owner’s sole discretion, any of its own
staff time costs and all Design Professional or other fees incurred. Owner will notify CM@Risk
of its intent to make such corrections at or before the commencement of the corrective work.
2.8.5 The two-year warranty period referenced in Section 2.7 applies only to the CM@Risk’s
obligation to correct Work not in compliance with the Construction Documents, and shall not
constitute a period of limitations with respect to any other rights or remedies Owner may have
with respect to CM@Risk’s other obligations under the Contract Documents. CM@Risk
acknowledges that, for purposes of statutes of limitations, Owner is an instrumentality of the State
of Arizona, acting in its sovereign capacity.
SECTION 3
DESIGN PROFESSIONAL’S SERVICES AND RESPONSIBILITIES
3.1
The Design Professional will be the initial interpreter of the intent and requirements of the
Construction Documents. Following a written request from the Owner or CM@Risk, the Design
Professional shall promptly provide a written interpretation of the intent or requirements of the
Construction Documents. These initial interpretations shall be consistent with the intent of the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 36
Contract Documents.
3.2
The Design Professional will timely review and approve or take other appropriate action
upon the CM@Risk’s submittals, such as shop drawings, product data and samples, to ensure
conformance with the Construction Documents. Such action shall be taken with reasonable
promptness as specified so as not to cause delay. The Design Professional’s approval of a specific
item or component shall not indicate approval of an assembly of which the item is a component.
3.3
Following consultation with the Owner, the Design Professional will take appropriate
action to facilitate issuance of amendments or change orders and may authorize minor changes in
the Work as defined in Section 10.3.
3.4
The Design Professional and Owner will each have authority to reject any Work which
does not conform to the Contract Documents and to require special inspection or testing, but may
take such action only after consultation with the other. However, neither the authority to act given
to the Design Professional and the Owner under this subparagraph nor any decision made by them
in good faith either to exercise or not exercise such authority shall give rise to any duty or
responsibility by them to the CM@Risk, any Subcontractor, any of their agents or employees, or
any other person performing any of the Work.
3.5
Based on its observations of the Work and evaluation of applications for payment the
Design Professional will have the responsibility to determine the amounts owed to the CM@Risk
from time to time under and in accordance with Section 7 of these General Conditions and
applicable law.
3.6
DESIGN SERVICE.
3.6.1 Under separate agreement with the Owner, the Design Professional shall submit to Owner
all required Design Submission Documents to describe the Project’s essential elements. The
Design Submissions required of the Design Professional, will include Drawings, Specifications,
cost estimates and other documents as may be necessary to fully identify the Project scope and
materials. The CM@Risk shall submit detailed cost estimates as part of the design submission to
the Owner. At the time of the scheduled submissions, CM@Risk, Design Professional and Owner
shall meet and confer about the submission with CM@Risk and Design Professional identifying
during the meeting, among other things, the evolution of the design and any significant changes or
variances from the requirements of the Contract Documents, or previously submitted design
submissions, and, if any, changes in anticipated costs.
3.6.2 Minutes of these design review meetings will be maintained by Design Professional and
provided to all attendees for review. Following the design review meeting, Owner shall review
and approve or reject the Design Submission within three (3) weeks from receipt. Owner may
reject full or partial design submittals that do not conform with the Owner’s Project Criteria,
overall Project concepts, and budgets, or for any other reasonable cause consistent with the intent
of the Contract Documents. Upon such rejection the Design Professional shall redesign or
reengineer the portion of the design rejected. CM@Risk shall revise the cost estimate at no
additional cost, such that it meets Owner’s requirements. All variances from the Owner’s Project
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 37
Criteria must be approved in writing by the Owner.
3.6.3 As necessary for the timely completion of the Work, the Design Professional shall submit
to Owner for Owner’s review and approval or rejection, Construction Documents describing the
requirements for construction of the Work. The Owner, Design Professional and CM@Risk shall
have design review meetings to discuss Construction Documents consistent with section 3.6.1
above, and Owner shall review and approve or reject the Construction Documents within three (3)
weeks of receipt from the Design Professional.
3.7
The Design Professional will provide administration of this Agreement on behalf of the
Owner as described throughout the Agreement and these General Conditions and in Owner’s
contract with the Design Professional.
3.8
The Design Professional will be an Owner’s representative during construction and until
the two (2) year warranty period has expired. All instructions and communications by the Design
Professional to the CM@Risk shall be copied to the Owner. The Design Professional will, unless
otherwise provided, be the Owner’s agent for receipt and processing of CM@Risk’s pay
applications as described in Section 7 below and otherwise shall have authority to act on behalf of
the Owner only to the extent provided in the Contract Documents.
SECTION 4
OWNER’S SERVICES AND RESPONSIBILITIES
4.1
Owner shall, throughout the performance of the Agreement, reasonably cooperate with
CM@Risk and perform Owner’s responsibilities, obligations and services in a timely manner so
as not to delay or interfere with CM@Risk’s performance of its obligations under the Contract
Documents.
4.2
Owner’s Representative shall be responsible for processing and delivery of Owner-
supplied information and approvals or rejections in a timely manner to permit CM@Risk to fulfill
its obligations under the Contract Documents. Owner’s Representative shall also provide
CM@Risk with reasonably prompt notice if and when it observes any failure on the part of
CM@Risk to fulfill its contractual obligations, including errors, omissions or defects in the
CM@Risk’s performance of the Work. Failure of the Owner or its representatives to notify the
CM@Risk hereunder shall not reduce, change, lessen or alleviate in any way, the duties and
obligations of CM@Risk under the Contract Documents.
4.3
Owner shall provide reviews and approvals or rejections of the CM@Risk’s cost estimate
portion of the Design Submission within three (3) weeks of receipt of those documents. The Owner
shall review documents submitted by the CM@Risk and shall render any decisions pertaining
thereto without unreasonable delay.
4.4
Owner is responsible for all work performed at the Project by parties under the Owner’s
control other than CM@Risk or Design Professional. Owner shall contractually require such
parties to cooperate with, and coordinate their activities with CM@R so as not to unreasonably
interfere with CM@Risk’s ability to complete its Work in a timely manner, consistent with the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 38
Contract Documents.
4.5
The Owner shall interact and reasonably cooperate with the CM@Risk to keep the Work
within the Project Budget or GMP, as may be applicable. To that end, Owner will reasonably
consider recommendations of the CM@Risk to redesign the Construction Documents, include
deductive alternatives or reductions in the Work (including Value Engineering Proposals), or
otherwise modify the Contract Documents. If at any time, it is apparent that the Cost of the Work
cannot be kept within the Project Budget or GMP, the Owner may terminate this Agreement in
accordance with the Termination for Convenience provisions set forth below.
4.6
The Owner, acting through the Design Professional and consistent with the Owner’s
agreement with the Design Professional, shall furnish the CM@Risk a sufficient quantity of
documents and information required for the CM@Risk’s performance of its Pre-Construction
services.
4.7
Upon request the Owner will provide the CM@Risk with a copy of the executed contract
between the Owner and the Design Professional. The Owner will likewise, upon request, provide
the Design Professional with a copy of the CM@Risk Agreement, once executed.
SECTION 5
HAZARDOUS MATERIALS AND UNFORESEEN
PROJECT SITE CONDITIONS
5.1
HAZARDOUS MATERIALS.
5.1.1 It is the sole responsibility of the CM@Risk, as part of the agreed upon GMP, to properly
remove and dispose of any Hazardous Materials in the Project identified as such in the Contract
Documents by the Owner. CM@Risk, upon encountering any Hazardous Materials not identified
in the Contract Documents, shall stop Work immediately in the affected area and notify Owner
and, if required by any Legal Requirements, all governmental or quasi-governmental entities with
jurisdiction over the Project. Owner has responsibility to take the necessary measures required to
properly remove and dispose of Hazardous Materials not identified in the Contract Documents as
being the responsibility of the CM@Risk.
5.1.2 CM@Risk will be entitled, in accordance with the provisions of these General Conditions,
to an adjustment in the GMP or Contract Time(s) of performance, or both, to the extent that the
CM@Risk’s costs or time of performance have been adversely and materially impacted by the
presence of unforeseen or undisclosed Hazardous Materials.
5.1.3 Owner is not responsible for Hazardous Materials introduced to the Site by CM@Risk,
Subcontractors (of any tier) or anyone else for whom the CM@Risk is responsible unless provision
of such Hazardous Materials are called for in the Contract Documents.
5.1.4 CM@Risk agrees to indemnify, defend and hold harmless Owner and others under Owner’s
control, and the officers, directors, employees and agents of each of them, from and against all
claims, losses, liabilities, costs and expenses, including but not limited to attorney’s fees and
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 39
expenses, arising out of or resulting from CM@Risk’s importation, improper handling, storage,
abatement, removal or disposal of any Hazardous Materials by CM@Risk.
5.1.5 Releases of Hazardous Substances. Upon any release of any hazardous substance in
connection with the Work, whether relating to a pre-existing condition or acts or omissions of
CM@Risk, CM@Risk shall take immediate action reasonably necessary to contain the release and
if the hazardous material release is not a CM@Risk release, Owner will pay CM@Risk the
reasonable costs incurred by CM@Risk in taking such containment action. Owner may elect to
have CM@Risk control and carry out any containment, clean-up, removal and remediation activity
needed, provided that if the release is not a CM@Risk release, Owner will be responsible to pay
CM@Risk for such CM@Risk containment activities in accordance with Section 10.4 of these
General Conditions, including allowance of additional Contract Time thereunder.
5.2
UNFORESEEN PROJECT CONDITIONS.
5.2.1 If CM@Risk encounters, during the performance of its Work, concealed or latent physical
conditions or subsurface conditions at the Project which (a) materially differ from the conditions
indicated in the Contract Documents; or (b) are of an unusual nature which differ materially from
the conditions ordinarily encountered and generally recognized as inherent in the sort of work
provided for in the Contract Documents, CM@Risk shall immediately provide written notice to
Owner apprising Owner of the unforeseen conditions encountered. CM@Risk shall not disturb or
modify such conditions without Owner’s prior written consent. Owner shall promptly investigate
CM@Risk’s notice of an unforeseen Site condition and advise CM@Risk of its findings and
determination.
5.2.2 If the conditions encountered by CM@Risk under Section 5.2.1 are determined by the
Owner to be an unforeseen Project Site condition, CM@Risk will be entitled, in accordance with
the provisions of these General Conditions, to an adjustment in its GMP and/or Contract Time(s)
of performance, to the extent that CM@Risk’s cost or time of performance have been adversely
impacted by the unforeseen conditions. Adjustments to GMP will be for the actual direct cost
impact incurred by CM@Risk to address and resolve the unforeseen conditions.
5.2.3 No claim by the CM@Risk for an increase in the GMP or in Contract Time(s) shall be
considered or allowed by Owner without compliance with the advance notice requirement set forth
above, submission of verifiable documentation of specific direct cost impact, and an adequate
opportunity for the Owner to investigate. Extensions of Contract Time(s) will be considered and
allowed only when based upon submission of an updated CPM Schedule and supporting narrative
showing an actual unavoidable delay to the Project Critical Path due to the unforeseen Project Site
conditions.
5.2.4 In no event shall the Contract Time or GMP be adjusted for conditions that could or should
have been identified by the CM@Risk through its investigations or survey of existing conditions
prior to submission and establishment of the GMP and the CMP Schedule.
5.2.5 If Owner determines CM@Risk has no entitlement to an adjustment in GMP or Contract
Time for what CM@Risk contends is an unforeseen Project Site condition, CM@Risk may only
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 40
proceed in pursuit of its position or claim in accordance with the provisions of Section 11 of these
General Conditions.
5.3
ARCHEOLOGICAL CONDITIONS.
5.3.1 If in the course of performing the Work, the CM@Risk, any Subcontractor or other persons
or entities under the control of CM@Risk, encounters any Native American burial site or other
archeological artifacts are disturbed, the CM@Risk shall notify Owner and suspend any work or
activity in the vicinity of the burial site or artifact. Owner will determine with reasonable
promptness what action, if any, needs to be taken and advise CM@Risk how to proceed or to
adjust the Work. Any claim or need for adjustment in Contract Time or GMP will be handled
under 5.2.2 above.
SECTION 6
INSURANCE AND BONDS
6.1
BOND REQUIREMENTS.
6.1.1 The CM@Risk, after acceptance of the GMP by the Owner and prior to the start of any
Construction Phase Services by the CM@Risk, shall furnish to the Owner performance and
payment bonds, satisfactory in form to the Owner each in a penal sum equal to one hundred percent
(100%) of the GMP. These surety bonds in the form attached hereto as Attachment 1 to these
General Conditions are not to be expressly limited as to time in which action may be instituted
against the surety company. The bonds shall be furnished on Owner’s forms and shall be executed
by a surety company authorized to do business in the State of Arizona. Individual sureties and
default type insurance will not be accepted by Owner as a substitute for the requisite CM@Risk
performance and payment bonds.
6.1.2
The Owner may require each proposed Subcontractor whose initial subcontract amount
will be $100,000 or more to furnish a performance bond on Owner’s form or on a form approved
by Owner, which provides equal or better coverage, for the full amount of its subcontract. This
bond shall be obtained by the Subcontractor as a separate entity and the cost shall be included in
the Subcontractor’s bid to the CM@Risk. Alternatively, in place of Subcontractor performance
bonds, if approved in advance by the Owner, the CM@Risk may provide Subcontractor default
protection that is equivalent or better than bonds provided by the Subcontractors. The cost of such
bonds or default protection shall be included in the GMP.
6.2
CM@RISK’S INSURANCE REQUIREMENTS.
6.2.1 The CM@Risk shall not commence any Work until it obtains all required insurance and
delivers satisfactory proof thereof to the Owner. The CM@Risk shall not permit Subcontractors
to commence Work until applicable insurance requirements have been complied with by
Subcontractor.
6.2.2 Insurance coverage assuring the adequacy of the CM@Risk’s performance and warranty
obligations shall be maintained for the full warranty period specified in Section 2.7.2 and any
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 41
specific guarantee or warranty available by law.
6.3
MINIMUM SCOPE AND LIMITS OF INSURANCE.
6.3.1 Without limiting any liabilities or any other obligations of the CM@Risk, the CM@Risk
shall provide and maintain, and cause its Subcontractors to provide and maintain, insurance
coverage in forms and with duly licensed or approved non-admitted insurers in the state of Arizona
and rated at least A-VII in the current A.M. Best Company ratings. The Owner in no way warrants
that the above-required minimum insurer rating or the following minimum coverages are sufficient
to protect the CM@Risk or any Subcontractor from all insured or insurable risks or from potential
insurer insolvency.
6.3.1.1 The CM@Risk shall cause its subcontractors engaged in the performance of services under
this Agreement to provide and maintain appropriate types and amounts of insurance coverage and
limits of liability, as determined by CM@Risk and agreed to by Owner, commensurate to the type
of work to be performed and exposure to risk. Subcontractor coverage shall be maintained through
Final Completion and additionally provided whenever performing services at the project site
during the full warranty period. CM@Risk shall provide certification with each payment
application that its subcontractors comply with this provision.
6.3.2 Worker's Compensation Insurance. CM@Risk shall procure and maintain worker's
compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of the CM@Risk, its employees, or both, engaged in the performance of services under
this Agreement. CM@Risk shall maintain coverage through Final Completion for all employees
engaged in the performance of services under this Agreement, and shall maintain coverage through
the full warranty period specified herein for all employees that perform services at the Project Site
after Final Completion, and during the full warranty period.
Worker’s Compensation
Employer’s Liability
Statutory
Each Accident
$1,000,000
Disease – Each Employee
$1,000,000
Disease – Policy Limit
$1,000,000
The policy shall contain a waiver of subrogation against the City of Glendale, and its officers,
officials, agents, and employees for losses arising from work performed by or on behalf of the
CM@Risk.
This requirement shall not apply to: Separately, each contractor or Subcontractor that is exempt
under A.R.S. 23-901, and when such contractor or Subcontractor executes the appropriate waiver
(Sole Proprietor/Independent Contractor) form.
6.3.3 Commercial General Liability Insurance. The policy shall be an occurrence form policy
and shall include coverage for bodily injury, broad form property damage (including completed
operation), personal injury (including coverage for contractual and employee acts), and blanket
contractual products. Said policy shall contain a severability of interest provision, and shall not
contain any provision which would serve to eliminate third-party action over claims.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 42
• General Aggregate
$4,000,000
• Products – Completed Operations Aggregate
$2,000,000
• Personal and Advertising Injury
$2,000,000
• Blanket Contractual Liability – Written and Oral
$2,000,000
• Fire Legal Liability
$100,000
• Each Occurrence
$2,000,000
CM@Risk shall maintain the above-listed coverage limits through the two-year CM@Risk’s
warranty period specified herein for CM@Risk.
The policy shall be endorsed to include the following additional insured language: “The City of
Glendale, and its officers, officials and employees shall be named as additional insureds with respect
to liability arising out of the activities performed by or on behalf of the CM@Risk".
6.3.4 Business Automobile Liability Insurance. CM@ Risk shall procure and maintain
commercial/Business automobile liability insurance with a minimum, combined single limit for
bodily injury and property damage of not less than $2,000,000 each accident with respect to the
CM@Risk’s owned, hired, or non-owned vehicles assigned to or used in performance of the
services.
If Hazardous Materials or waste are to be transported, the Commercial Automobile Liability
insurance shall be endorsed with the MCS-90 endorsement in accordance with applicable legal
requirements.
CM@Risk shall maintain the above-listed coverage limits through the two-year CM@Risk’s
warranty period specified herein for CM@Risk.
6.3.5 Builder’s Risk Insurance. CM@Risk shall provide and maintain, until written notice of
Substantial Completion from the Owner, a Builder’s All Risk Insurance Policy, which will protect
the interests of the Owner and contractors of all tiers against loss as specified below. This policy
shall provide coverage for 100% of the insurable value of the Work, including any Owner
furnished work. The insurance shall provide replacement cost coverage for all real and personal
property incorporated into the Work including engineered and Project specific false works and
formings, while at the Project Site, off-site, or in transit. Coverage shall be extended to include
soft costs (such as reasonable compensation for Design Professional, Owner and contractors’
services and expenses required as a result of an insured loss, excluding any Liquidated Damages),
extra expense, and expediting expense.
The insurance obtained under this section 6.3.5 shall insure against “all risks” of direct physical
loss or damage, including, without duplication of coverage, collapse, earthquake, flood, testing
and startup, and ensuing damage as a result of faulty workmanship or material or both.
The policy shall name the City of Glendale as loss payee for all covered losses as their interests
may appear.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 43
The policy shall be endorsed waiving the carrier’s right of recovery under subrogation against the
Owner, CM@Risk and Subcontractors, for losses covered under the Builder’s Risk policy.
The CM@Risk shall be responsible for the deductible on each loss and shall retain responsibility
for any loss not covered by the Builder’s Risk policy.
The CM@Risk shall be solely responsible for any required notice to or consent of the insurer
providing the Builder’s Risk coverage regarding a) a covered event or occurrence and b)
occupancy of the Work, or a portion thereof, by the Owner.
This insurance shall not cover any contractor’s equipment, including, but not limited to machinery,
tools, equipment, or other personal property owned, rented, or used by the CM@Risk or
Subcontractors in the performance of their work on the Work, which will not become a part of the
Work to be accepted by the Owner.
6.3.6 Umbrella/Excess Liability Insurance.
CM@Risk shall procure and maintain
Umbrella/Excess insurance covering General, Automobile and Employers Liability in excess of
scheduled primary limits, with minimum policy limits as reflected in the table below.
The Umbrella/Excess insurance policy shall include a drop-down provision. In the event of the
depletion or exhaustion of the CM@Risk’s underlying policy aggregate(s) by payment of loss, the
umbrella/excess policy shall continue for subsequent losses as follows:
In the event of such depletion, it shall continue for subsequent losses as excess insurance over the
amount of insurance remaining under the underlying insurance, subject to the policy limits.
In the event of such exhaustion, it shall continue for subsequent losses as primary insurance excess
of any retention specified in the excess policies.
Total Project Budget
Required Excess/Umbrella Limits
$0 - $2 M
$0
$2M - $10 M
$2M per occurrence, $2M aggregate
$10M - $25M
$5M per occurrence, $5M aggregate
$25M - $100M
$10M per occurrence, $10M aggregate
Greater than $100M
$25M per occurrence, $25M aggregate
CM@Risk shall maintain these Umbrella/Excess Liability coverage limits through the two-year
CM@Risk’s warranty period specified herein for CM@Risk.
6.3.7 Additional Insurance Requirements. The policies required in Sections 6.3.3 (Commercial
General Liability), 6.3.4 (Business Automobile Liability), 6.3.5 (Builder’s Risk Insurance) shall
include, or be endorsed to include, the following provisions:
The City of Glendale, and its officers, officials and employees wherever additional insured status
is required. Such additional insured shall be covered to the full limits of liability purchased by
the CM@ Risk, even if those limits of liability are in excess of those required by this Contract.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 44
The CM@Risk’s insurance coverage shall be primary insurance with respect to all other available
sources, except for Worker’s Compensation insurance. Any self-insurance or other insurance
carried by the City of Glendale, its officers, or employees, if any, shall be excess and not
contributory to the insurance provided by the CM@Risk.
Coverage provided by the CM@Risk shall not be limited to the liability assumed under the
indemnification provisions of this Contract.
6.3.8 Proof of Insurance. CM@Risk shall provide to the Owner certificates of insurance
(ACORD form or equivalent approved by the Owner) evidencing the coverages required herein as
proof that the policies providing the required coverages are in full force and effect prior to the
CM@Risk’s performing any work on the premises of the Owner. The certificates for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. All of the above conditions shall be clearly shown on each certificate. Such certificates
shall identify this Agreement or be an annual or periodic certificate stating that it covers any and
all projects or work performed by the CM@Risk during said period. Coverage afforded under the
policies will not be canceled, terminated or materially altered until at least thirty (30) days' prior
written notice has been provided by the CM@Risk to the Owner as evidenced by a return receipt
signed by the Owner. Certificates of insurance should be addressed as follows:
City of Glendale
Risk Management Department
5850 W. Glendale Avenue
Glendale, AZ 85301
Owner has the right to request and to receive, within ten (10) working days, certified copies of any
or all of the policies and/or endorsements required in this Agreement. Owner shall not be obligated
to review same or to advise CM@Risk of any deficiencies in such policies and endorsements, and
such receipt shall not relieve CM@Risk from, or be deemed waiver of, Owner's right to insist on
strict fulfillment of CM@Risk’s obligations under this Agreement.
6.3.9 Failure to Provide or Maintain Insurance. Failure on the part of the CM@Risk to procure
or maintain the required insurance shall constitute a material breach of this Agreement upon which
the Owner may immediately terminate this Agreement, or at its discretion procure new or renew
such insurance and pay all premiums in connection therewith, and all monies so paid by the Owner
shall be repaid by the CM@Risk to the Owner upon demand, or the Owner may offset the cost of
such premiums together with interest at the statutory legal rate against any money due the
CM@Risk from the Owner. Costs for coverages maintained by the CM@Risk in excess of those
required hereunder shall not be charged to the Owner unless otherwise agreed to and included in
the GMP.
6.3.10 Authorization to Obtain Information. The Owner may, and the CM@Risk hereby
authorizes the Owner to, request and receive directly from insurance companies utilized by the
CM@Risk in meeting the insurance requirements, any and all information reasonably considered
necessary in the sole discretion of the Owner.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 45
6.3.11 Waiver. CM@Risk and its insurers providing the coverages required above shall and do
hereby waive all rights of recovery against the City of Glendale, and its officers and employees.
6.3.12 Claim Reporting. Any failure to comply with the claim reporting provisions of the policies
or any breach of a policy warranty shall not affect coverage afforded under the policy to protect
Owner.
6.3.13 Self-insurance. The policies specified herein may provide coverage which contains
deductibles or self-insured retentions. Such deductibles and/or self-insured retentions shall not be
applicable with respect to the coverage provided to Owner under such policies. The CM@Risk
shall be solely responsible for any deductible and/or self-insured retention, and Owner, at its
option, may require the CM@Risk to secure the payment of such deductible or self-insured
retention by a surety bond or an irrevocable and unconditional letter of credit.
6.3.14 Cancellation of Insurance. In the event any insurance coverage required in this Section 6
for the Work is canceled, reduced, or terminated, CM@Risk agrees to provide notice to Owner
and replace the insurance without any lapse of protection to Owner. If such coverage is not
replaced, or CM@Risk fails to meet any of the requirements for insurance listed above, Owner
may at its option immediately terminate the Agreement between Owner and CM@Risk, or in
Owner’s discretion, procure or renew such missing insurance coverage and pay the premiums,
therefore. Any such premium amounts paid by Owner shall be repaid by CM@Risk upon demand.
If CM@Risk fails to pay such premiums, Owner may offset the premium cost plus interest at the
legal rate from CM@Risk’s Final Payment under the Agreement. Except for the Builder’s Risk
coverage, the Owner's exercise of its option to occupy and use completed portions of the Work
shall not relieve the CM@Risk of its obligation to maintain insurance required under the insurance
provisions of this Agreement until the date of Final Completion and/or the expiration of the
warranty period as specified in 6.3.2, 6.3.3, 6.3.4, and 6.3.6 above.
6.3.15 Contractual Obligations. The stipulation of insurance coverages in this section 6.3 or
elsewhere, shall not be construed to limit, qualify, or waive any liabilities or obligations of
CM@Risk, assumed or otherwise, under this Agreement.
SECTION 7
PAYMENT
7.1
GUARANTEED MAXIMUM PRICE; SAVINGS.
7.1.1 The Owner shall pay the CM@Risk for the CM@Risk’s performance of this Agreement
and the Work, and the CM@Risk shall accept the Cost of Work plus Fees (Pre-Construction Phase
Fee and Construction Phase Fee) as payment in full; provided, however, that the sum of the Cost
of Work and the Construction Phase Fee shall not exceed the GMP as originally fixed or as
adjusted from time to time as provided in these General Conditions.
7.1.2 Savings shall be calculated and paid upon Final Completion of the Work. All Savings shall
be distributed with 100% allocated to Owner. Savings returned to the Owner shall not include
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 46
return of Construction Phase Fee for the amount of the Savings, but shall include appropriate
percentage of bonds and insurance premiums and taxes attributable to the Savings amount.
Allocations to GMP for Allowance and Contingency items that remain unused upon Final
Completion shall be returned 100% to the Owner.
7.2
SCHEDULE OF VALUES.
7.2.1 Before issuance of the GMP-Setting amendment and commencement of the Work in the
Construction Phase, the CM@Risk shall submit to the Owner, and the Owner and the CM@Risk
shall agree upon, a complete Schedule of Values on the items constituting the GMP following the
sample outline in “Exhibit C – Cost of the Work – Schedule of Values”, setting forth the various
portions of the Work, and the portions of the GMP allocated to each portion of the Work. This
Schedule of Values shall be also used as a basis for payment as the Work progresses. Those
portions of the Schedule of Values allocable to Work to be performed by Subcontractors of the
CM@Risk shall be finalized as and when the Subcontracts are executed. All estimated
construction costs not specifically allocated to a Subcontract (including Work self-performed) or
to Construction General Conditions shall be allocated to “Bidding Contingency” and shall , upon
approval of the Owner, be available for later use by the CM@Risk as Construction Contingency,
for reallocation to other line items as provided for in these General Conditions.
7.3
APPLICATIONS FOR PROGRESS PAYMENT.
7.3.1 CM@Risk shall deliver to Design Professional (or such other person as is designated by
Owner) on the last Day of each month a sworn application for progress payment in the format
specified by Owner in “Exhibit C – Cost of the Work – Schedule of Values” to the Agreement. .
A copy of the pay application shall be concurrently provided to Owner. Each such application for
payment shall be based on the Schedule of Values and be in an amount determined by the
percentage of completion of the Work in the month being billed. It shall show the percentage of
completion of each category of the Work performed in the billing period. The payment application
shall be accompanied (as separate documents) by (a) an updated CPM Schedule and narrative
schedule update report as provided for herein, and (b) conditional lien waivers from each
Subcontractor or supplier entitled to progress payment thereunder. In addition, the CM@Risk shall
provide the following documentation upon specific request by Owner: a) a written accounting in
a form agreed to by CM@Risk and Owner of the Cost of Work completed, b) a report by
CM@Risk on Subcontractor buy-out status, contract sums, and Subcontractor pay applications, c)
a copy of job cost ledger, d) a copy of timecards for all employees charged to the Project and e) a
copy of Construction General Conditions invoices and purchase orders, each for the time periods
periodically requested by Owner. All meal expenses included in Construction General Conditions
shall be supported by a copy of the credit card receipt (if applicable) and a detailed copy of the
bill, with a written list of attendees and business purpose of the meeting/meal included.
7.3.2 The CM@Risk Construction Phase Fee shall be paid monthly in accordance with the
percentage of completion of the Work. The Construction General Conditions shall be paid monthly
based on actual cost. The amount approved and paid for progress achieved in the month billed for
shall not constitute final acceptance of the Work and is subject to final adjustment at the time of
final acceptance and Final Payment so as to fully comply with, and not exceed, the GMP.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 47
7.3.3 The Design Professional, within seven (7) days after receipt of CM@Risk application for
progress payment, and no later, will either issue to Owner (a) a certificate of approval for payment
of such amount as is invoiced in the payment application, or (b) specific written findings setting
forth those items in detail in the estimate of the Work in the pay application that are not approved
for payment under the contract. Any items that are not specifically identified by the Design
Professional as not approved, with written detailed findings, shall be deemed approved.
7.3.4 As to any items not approved for payment, Owner may withhold an amount from the
progress payment to be made for the time period billed for a sufficient sum to pay the expenses
Owner reasonably expects to incur in correcting the deficiency set forth in the written finding
issued by the Design Professional or Owner.
7.4
PAYMENT AND RETAINAGE.
7.4.1 Within fourteen (14) days following the receipt of the Design Professional certificate of
approval for payment and the written detailed findings of items not approved, if any, the Owner
shall pay to the CM@Risk the amount due on the progress payment application. However, the
payment shall be limited to 90% of the approved value of the construction work in place and the
value of materials suitably stored in accordance with Section 7.6.1 below of these General
Conditions during the month being billed. The remaining 10% shall be retained by the Owner until
the Contract is 50% complete at which time the retainage shall be reduced to no more than 5%;
provided that: (a) the CM@Risk is making satisfactory progress on the Contract; and (b) in the
Owner’s sole judgment, there is no specific cause or claim requiring a greater amount than 5% to
be retained. Thereafter, the Owner shall pay the CM@Risk 95% of the value of the construction
work and materials on approved progress billings, unless and until it determines satisfactory
progress is not being made, at which time the 10% Retainage may be reinstated. Such 10%
reinstatement would be 10% of the total contract value of construction work in place and materials
stored. The Owner’s determination concerning the satisfactory progress of the Work for retainage
adjustment purposes shall be final.
7.4.2 Within sixty (60) calendar days after the issuance of the Certificate of Final Completion
and receipt by Owner of all other documents required from CM@Risk by the Contract Documents,
all retained amounts shall be paid to CM@Risk as part of Final Payment provided however; a) the
Final Payment shall not become due from Owner until the CM@Risk delivers to the Owner all
items set forth in Section 7.9.2, including full and final unconditional releases in statutory form
from all Subcontractors and major Suppliers acknowledging that they have received payment in
full. Any claim filed thereafter shall be the responsibility of the CM@Risk, and b) if any claim
does remain unsatisfied after all payments are made by Owner, the CM@Risk shall immediately
upon demand refund to the Owner all monies that the latter may be compelled to pay in discharging
such unsatisfied claim including all costs, interest and attorneys’ fees.
7.5
EARLY RELEASE OF SUBCONTRACTOR RETAINAGE.
7.5.1 If a Subcontractor has completed its portion of the Work (including all Punch List items)
pursuant to its subcontract, the CM@Risk may request the Owner to disburse the amount of
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 48
Retainage allocable to such Subcontractor, after delivering to the Owner, when required by the
Owner, consent to such disbursement from such Subcontractor’s surety, in a form satisfactory to
the Owner, and a final lien release from the Subcontractor. If the Owner is satisfied that the
Subcontractor’s work has been fully and finally completed in accordance with the Contract
Documents, the Owner may disburse said Retainage to CM@Risk for payment over to the
Subcontractor, however, the two-year warranty period with respect to such Subcontractor work
shall not commence until Substantial Completion of the entire Work.
7.6
PAYMENT FOR ON-SITE AND OFF-SITE MATERIALS.
7.6.1 Progress Payment shall be made when due to CM@Risk on account of materials and
equipment delivered and suitably stored at the Site for subsequent incorporation in the Work.
Payment may be similarly made to CM@Risk for materials and equipment suitably stored off the
Site, conditioned upon the CM@Risk furnishing satisfactory evidence to the Owner that (a) title
to the materials and equipment will pass to the Owner upon payment for same; (b) there are no
claims of third parties; (c) the materials and equipment are adequately insured for full replacement
value plus delivery; and (d) such other matters as the Owner may reasonably request in order to
protect its interests.
7.7
OWNERSHIP OF CONSTRUCTION WORK.
7.7.1 The CM@Risk warrants that title to all construction work included in an Application for
Progress Payment shall pass to the Owner no later than the time of payment, therefore. The
CM@Risk further warrants and represents to Owner that upon submittal of an Application for
Payment, all construction work for which Applications for Payment have been previously issued
and payments received from the Owner shall, to the best of the CM@Risk’s knowledge,
information and belief, be free and clear of liens, claims, security interests or encumbrances in
favor of the CM@Risk, its Subcontractors, material suppliers, or other persons or entities making
a claim by reason of having provided labor, materials and equipment relating to the Work.
7.8
SUBSTANTIAL COMPLETION.
7.8.1 When the CM@Risk believes the Work, or a portion thereof which the Owner wants to
accept separately and agrees to do so, is Substantially Complete, as defined in Section 1.2 above,
the CM@Risk shall notify the Owner and the Design Professional and submit to the Owner and
Design Professional a comprehensive list of items to be completed or corrected as to that Work or
all Work. Within five (5) business days of receipt of the CM@Risk’s notice and list, the Owner,
the Design Professional and CM@Risk will jointly make an inspection of the Project to determine
whether Substantial Completion has in fact occurred. If it is determined by the Owner that the
Work, or the relevant portion thereof, is Substantially Complete, the Owner shall issue the Punch
List and the Certificate of Substantial Completion stating the date of Substantial Completion which
certificate shall be executed by the Owner, the Design Professional and the CM@Risk. The
CM@Risk shall thereupon proceed promptly to complete or correct Punch List items. Failure to
include an item on the Punch List does not alleviate or alter the responsibility of the CM@Risk to
complete all Work in accordance with the Contract Documents.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 49
7.9
FINAL COMPLETION AND FINAL PAYMENT.
7.9.1 CM@Risk must complete all outstanding Work items noted in the Substantial Completion
“Punch List” for the Work, or relevant portion thereof, and satisfy other Contract requirements as
set forth in the Contract Documents in order for Owner to certify Final Completion. Requirements
for this certification also include, but are not limited to, equipment operating training for Owner
and submission and approval by Owner of all Record and Close Out Documents and copies of all
Construction General Conditions and Purchase Orders not previously provided, completion of test
and balance reports and all commissioning reports.
7.9.2 Conditions Precedent to Final Payment. Neither Final Payment nor any final release of
Retainage shall become due until such time as CM@Risk submits to the Owner:
a)
An affidavit that payrolls, bills for materials and equipment, and other indebtedness
connected with the Work for which the Owner or the Owner’s property might be
responsible or encumbered (less amounts withheld by the Owner) have been paid or
otherwise satisfied by CM@Risk;
b)
A certificate evidencing that insurance required by the Contract Documents to remain
in force after Final Payment is currently in effect and will not be canceled or allowed
to expire until at least thirty (30) calendar days’ prior written notice has been given to
the Owner;
c)
Consent of Surety to Final Payment;
d)
Unconditional waivers of lien in statutory form from all Subcontractors, material
suppliers, or other persons or entities having provided labor, materials and equipment
relating to the Work;
e)
If required by the Owner, other data establishing payment or satisfaction of
obligations, such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract Documents;
f)
All Project warranty documents, including special manufacturers warranties;
g)
Final Subcontractor List;
h)
All approved submittals and shop drawings (electronic copy);
i)
Schedule of Required Maintenance;
j)
Operation and Maintenance Manuals (electronic and hard copies);
k)
As-Builts (electronic copies, hard copies and BIM Model);
l)
Any required Owner training provided by CM@Risk;
m)
Budget Reconciliation including satisfactory audit of the Construction General
Conditions;
n)
Final Test & Balance Report sealed by professional;
o)
Commissioning completed and reports received;
p)
All keys have been returned; and
q)
Any other items identified by Owner, which are listed in Owner’s Final Project
Completion Checklist and agreed to by CM@Risk in Contract Documents, to be
received by Owner.
7.9.3 If, after Substantial Completion of the Work has been achieved, Final Completion is
materially delayed through no fault of the CM@Risk, or by the issuance of additional change
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 50
orders or change directives by the Owner, the Owner may at its sole discretion, upon request of
the CM@Risk, and without terminating the Agreement, make payment to CM@Risk of the
balance due for that portion of the Work fully completed. If the remaining balance for Work not
fully completed is less than the Retainage, and if bonds have been furnished, the written consent
of surety to payment for that portion of the Work fully completed shall be delivered by the
CM@Risk to the Owner, and such payment shall be made under the terms and conditions
governing Final Payment, except that such payment shall not constitute a waiver of claims by
either the CM@Risk or the Owner.
7.9.4 Acceptance of Final Payment by the CM@Risk shall constitute a waiver of all affirmative
claims by the CM@Risk in connection with the Agreement and performance of the Project. The
making of the Final Payment by the Owner shall constitute a waiver of claims by the Owner, except
those arising from (a) liens, claims, security interests and encumbrances arising out of the Work
after Final Payment; (b) latent defects which the Owner becomes aware of after Final Payment; or
(c) the terms of warranties required by the Contract Documents and other rights provided under
Arizona law.
7.10
ALLOWANCES.
7.10.1 The CM@Risk shall include in the GMP all Allowances stated in the Contract Documents.
Items covered by Allowances shall be supplied for such amounts and by such persons or entities
as the Owner may direct, but the CM@Risk shall not be required to employ persons or entities
against which the CM@Risk makes reasonable objection. Unless otherwise provided in the
Contract Documents:
a)
Materials and equipment under an Allowance shall be selected by the Owner within
a reasonable time frame as defined in the Owner approved Project CPM Schedule;
Allowances shall cover the cost to the CM@Risk of materials and equipment
delivered at the Site and all required taxes, less applicable trade discounts;
b)
Allowances shall not include professional or construction fees, Construction
General Conditions, or bond or insurance premiums;
c)
Allowances shall cover CM@Risk’s costs for unloading and handling at the Site,
labor, installation costs and other expenses;
d)
Whenever costs are more than or less than Allowances, the GMP may be adjusted
accordingly by amendment or change order in accordance with provisions of Section
10. The amount of the amendment or change order shall reflect the difference
between actual costs and the Allowances plus Fee on such difference in accordance
with Section 10 hereof if the actual costs are greater than the Allowances.
7.11
CONTINGENCIES.
7.11.1 The CM@Risk and the Owner acknowledge that the GMP contains a line item for a
“Bidding Contingency or Construction Contingency”. On a monthly basis, after finalization (i.e.,
“buyout” or subcontractor contract issuance) of a line item, the Schedule of Values will be adjusted
to reflect the actual amount. Contingencies shall not be carried in line item amounts after
finalization. The Bidding Contingency, upon approval of the Owner, shall be for the CM@Risk’s
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 51
use and shall be increased by amounts not expended on other line item bid packages and shall
decrease by additional amounts required to be expended on other line item bid packages. Following
completion of all contract execution by Subcontractors (Project finalization), Bidding Contingency
shall become Construction Contingency and CM@Risk may use this Construction Contingency,
upon review and approval by Owner (such approval not to be unreasonably withheld), for
legitimate unforeseen construction expenses, in accordance with the criteria set forth below. It is
understood and agreed that the parties will discuss use of Contingency as circumscribed below,
prior to the expenditure of Contingency funds:
a)
Carry out the full original intent of the documents, including Design
Professional’s supplemental instructions, request for information responses,
or other design coordination issues. This would not include any change in
scope or other items that the CM@Risk could not have reasonably inferred
from the Contract Documents;
b)
Pay for performance of work that was not allocated to, or was omitted from,
the scope of subcontracts (provided that this provision shall not relieve
Subcontractors from demonstrable bid errors and CM@Risk shall use
commercially reasonable efforts to enforce the rights and remedies under
applicable subcontracts prior to utilizing contingency funds);
c)
Address unforeseen delays that do not give rise to an adjustment to the CPM
Schedule pursuant to Section 9.6 of these General Conditions;
d)
Payment of deductibles for, or repair of, damage caused by forces outside the
reasonable control of the CM@Risk including, without limitation, those
caused by vandalism; and/or
e)
Address changes in commodity market supplies, escalation, or inflation
CM@Risk shall submit detailed monthly reports to Owner indicating how the Construction
Contingency was used in the reporting period, and the status of the Construction Contingency.
Any amounts remaining in “Bidding Contingency or Construction Contingency” at Final
Completion shall be deemed Savings and will be allocated to Owner as such. Should the “Bidding
Contingency or Construction Contingency” be exhausted prior to award of all the bid packages,
any subsequent overruns in bid package costs shall be the CM@Risk’s sole responsibility, with no
additional compensation due thereon from the Owner.
7.11.2 Reserved.
7.11.3 Upon award of each bid package, the difference between the CM@Risk’s estimated Cost
of the Work contained within the bid package, exclusive of contingency, versus the actual award
cost thereof as determined by the bidding and award of the package shall be promptly calculated.
If the award cost exceeds the CM@Risk’s estimated cost in the GMP, any necessary portion of the
Bidding Contingency shall be applied, subject to Owner’s approval, to cover any overrun and any
underrun amount shall be used to increase the Bidding Contingency.
7.11.4 CM@Risk will include an explicit requirement that change orders between CM@Risk and
the Subcontractors will be priced consistent with the requirement of Section 10 of these General
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 52
Conditions with adequate itemized change order pricing regardless of whether or not there is a
comparable change order between CM@Risk and the Owner. In addition, CM@Risk shall retain,
and make available to Owner upon request, all bid documents including requests for proposals,
requests for quotes, and bid responses from both successful and unsuccessful bidding
Subcontractors.
7.12
RENTAL EQUIPMENT.
7.12.1 Rental equipment (rental charges for machinery, equipment, and hand tools not
customarily owned by construction workers that are provided by the CM@Risk at the site, whether
rented from the CM@Risk or others, and costs of transportation, installation, minor repairs and
replacements, dismantling and removal thereof). Rates, quantities of equipment rented, and
duration of use shall be subject to the Owner’s prior approval.
7.12.2 The projected usage for each piece of equipment to be rented for use on the project and the
estimated total rentals shall be considered by the CM@Risk before the piece of equipment is rented
so that an appropriate rent versus buy decision can be made. Purchased equipment shall be
considered “job owned”. At the completion of the project, the CM@Risk shall transfer title and
possession of all remaining job-owned equipment to the Owner, or CM@Risk may keep any such
equipment for an appropriate fair market value credit to job cost, which will be mutually agreed to
by Owner and CM@Risk.
7.12.3 Each piece of equipment to be rented shall have hourly, daily, weekly and monthly rates,
and the most economical rate available shall be reimbursed based on the circumstances of actual
need and usage of the piece of equipment while it is stationed at the jobsite. When the piece of
equipment is no longer needed for the work, no rental charges will be reimbursed if the piece of
equipment remains at the jobsite for the convenience of the CM@Risk.
7.12.4 The reimbursable equipment rental rates shall not exceed one hundred percent (100%) of
the published rates in a mutually agreed publication. If the publication does not contain
information related to the type of equipment rented, the CM@Risk will be allowed to use a
maximum equipment rental rate equal to one hundred percent (100%) of the current competitive
rental rates from local third-party equipment rental companies. Owner may agree to rely solely on
current competitive rental rates from local third-party equipment rental companies.
7.12.5 Reserved.
7.12.6 Reserved.
7.12.7 Rental charges for equipment, except for equipment owned by CM@Risk or any of its
affiliates, subsidiaries, or other related parties, and which is rented from third parties for use in
proper completion of the Work shall be considered reimbursable, and will be reimbursed at actual
costs, as long as rental rates are consistent with those prevailing in the locality. For any
lease/purchase arrangement where any of the lease/purchase rental charges were charged to Owner
as reimbursable job costs, appropriate credit adjustments to job cost will be made for an appropriate
pro rata share of the fair market value of the equipment at the time it was last used on the job.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 53
7.12.8 The CM@Risk shall be required to maintain a detailed equipment inventory of all job-
owned equipment (either purchased and charged to job cost or job-owned through aggregate
rentals) and such inventory shall be submitted either electronically or hard copy (at Owner’s
election) to Owner each month. For each piece of equipment, such inventory should contain at a
minimum (1) original purchase price or acquisition cost (2) acquisition date (3) approved fair
market value at the time the piece of equipment was first used on the job and (4) final disposition.
SECTION 8
INDEMNIFICATION
8.1
PROPRIETARY RIGHTS, PATENT AND COPYRIGHT INFRINGEMENT.
8.1.1 CM@Risk shall defend any action or proceeding brought against Owner based on any
assertion or claim that the Work, or any part thereof, or the operation thereof or use of the Work
or any part thereof, constitutes infringement of any third-party proprietary rights, trademark, patent
or copyright, now or hereafter issued (“Proprietary Rights”). Owner agrees to give prompt notice
in writing to CM@Risk of any such action or proceeding and to provide authority, information
and assistance in the defense of same. CM@Risk shall defend, indemnify and hold harmless
Owner from and against all damages and costs, including attorney’s fees, awarded against Owner
or CM@Risk in any such action or proceeding. CM@Risk further agrees to keep Owner informed
of all developments in the defense of such actions or proceedings.
8.1.2 In the event that Owner is enjoined from the operations or use of the Work, or any part
thereof in connection with any claim of infringed proprietary rights, CM@Risk shall at its sole
expense take reasonable steps to procure the right or license to operate or use the Work. If
CM@Risk cannot so procure the aforesaid right within a reasonable time, CM@Risk shall then,
promptly, at CM@Risk’s option and at CM@Risk’s expense and in consultation with owner, (a)
modify the Work so to avoid infringement of any Proprietary Rights; or (b) replace said Work with
Work that does not infringe or violate any such Proprietary Rights.
8.1.3 Sections 8.1.1 and 8.1.2 above shall not be applicable to any action or proceeding based on
infringement or violation of a Proprietary Right, (a) relating solely to a particular process or the
product of a particular manufacturer specified by Owner and such processes or products are
something other than that which has been offered or recommended by CM@Risk to Owner; or (b)
arising from modifications to the Work by Owner or its agents after acceptance of the Work.
8.1.4 In addition to the other obligations of the CM@Risk under this Section 8.1, CM@Risk will
be responsible for delays and for increases in the cost of the work associated with or arising out of
any claim of infringed Property Rights.
8.2
GENERAL INDEMNITY.
8.2.1 CM@Risk shall indemnify, defend, save and hold harmless the City of Glendale, and its
officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against
any and all claims, actions, liabilities, damages, losses, or expenses (including court costs,
attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 54
as “Claims”) for bodily injury or personal injury (including death), loss or damage to tangible or
intangible property, or other financial loss incurred by the Indemnitee caused, or alleged to be
caused, by the negligence, acts or omissions of CM@Risk or any of its owners, officers, directors,
agents, employees or Subcontractors, arising out of or in any way related to the performance of
the Work or this Agreement, or defects in the Work, or any materials supplied. This indemnity
includes any claim or amount arising out of or recovered under the workers’ compensation law or
arising out of the failure of such contractor to conform to any Legal Requirement or court decree.
It is agreed that CM@Risk will be responsible for primary loss investigation, defense and
judgment costs where this indemnification is applicable. In consideration of the award of this
contract, the CM@Risk agrees to waive all rights of subrogation against the City of Glendale, and
its officers, officials, agents and employees for losses arising from the Work performed by the
CM@Risk for the City of Glendale.
8.2.2 CM@Risk shall, without any delay, discharge or cause to be discharged any mechanic’s
liens or notice of intent to file a mechanic’s lien against the Project of the Site filed by any of its
laborers, Subcontractors, Sub-subcontractors, Suppliers, material man, or anyone else acting or
claiming to act through the CM@Risk and shall defend, indemnify and hold Indemnitee harmless
from and against all costs, expenses, or damages from the same, including reasonable attorney’s
fees and expenses and expert fees, regarding such lien, notice or claim of lien, together with interest
thereon. If the CM@Risk shall fail to promptly discharge or cause to be discharged the same to
Owner’s complete satisfaction, Owner may do so and charge the cost thereof to CM@Risk.
CM@Risk shall be entitled to utilize statutory procedures for bonding off liens to satisfy the
requirements of this Section. Notwithstanding the foregoing, CM@Risk shall not be responsible
for discharging, defending against, or indemnifying against such lien if the lien was filed as a direct
result of the Owner’s failure to pay an amount properly due and owing to CM@Risk under the
Contract Documents.
SECTION 9
TIME AND DELAY
9.1
The CM@Risk and Owner both recognize and acknowledge that any time limits set forth
in the Contract Documents for performance are of the essence of this Agreement. CM@Risk
agrees that it will commence performance of the Work, achieve Substantial and Final Completion
of the Work, and achieve any interim milestones for Substantial and Final Completion, in
compliance with all contractual time requirements.
9.2
Time is of the essence of each and every part of the Contract Documents and of the
Specifications wherein a definite and certain length of time is fixed for the performance of any act
or activity whatsoever. Where, under the Contract Documents additional time is allowed for the
completion of any Work, the new time limit fixed by such extension shall also be of the essence
of this Agreement.
9.3
Failure of the CM@Risk to achieve the completion dates for Substantial or Final
Completion set forth in the Agreement will result in the assessment of Liquidated Damages as
provided in the Agreement. The per diem amount for Liquidated Damages provided for in the
Agreement shall be paid for each and every calendar day that the CM@Risk is not in full
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 55
compliance with the time(s) stipulated in the Agreement for completing the Work. The Liquidated
Damages per diem amount is fixed and agreed upon by and between the CM@Risk and Owner
because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages
the Owner would in such event sustain. Any such sums may be withheld by the Owner from Final
Payment due hereunder or from retainage.
9.4
If CM@Risk is delayed in the performance of the Work, and such delay actually and
directly delays a timely achievement of a critical path activity, element or component, based upon
an analysis of the current CPM Schedule, due to acts, omissions, conditions, events, or
circumstances beyond CM@Risk’s control or prevention and due to no legal fault of its own or
those for whom CM@Risk is responsible under the terms of the Contract Documents, the time for
Substantial Completion of the Work, and to the extent applicable, any interim milestones or
Substantial Completion dates for portions of the Work, shall be extended by written amendment
or change order for the amount of time attributable to such events or circumstances. By way of
example only, such acts, omissions, conditions, events, and circumstances which would entitle
CM@Risk to an extension of the Contract Time(s), include acts or omissions of Owner, or anyone
under Owner’s control, including separate contractors hired by Owner, unforeseeable Project Site
conditions, wars, floods, labor disputes, epidemics and pandemics, unusual delay in transportation,
verifiable supply chain disruptions, materials shortages, and unusually adverse weather conditions.
9.5
The CM@Risk has included a specified number of days of weather-related delays within
the CPM Schedule which the Owner has approved and that number of days is incorporated herein
by reference. If the Project experiences weather-related delays beyond the contractually specified
number of weather days, the CM@Risk shall be entitled to a commensurate extension of time.
9.6
CM@Risk shall be entitled to an appropriate adjustment of its GMP for extended
Construction General Conditions resulting from events giving rise to an extension of the CPM
Schedule pursuant to Section 9.4 of these General Conditions and upon proof of the actual, direct
additional cost to the CM@Risk for such delays.
9.7
Notice of any delay in performance of the Work which CM@Risk attributes to the Owner
must be made by CM@Risk in writing to the Design Professional and Owner promptly but in no
event later than five (5) days after discovery of the event giving rise to the delay. The CM@Risk
shall then provide additional details concerning the delay in writing to the Design Professional and
the Owner within ten (10) calendar days from the delay notice. Failure to satisfy each of these time
requirements shall absolutely bar any and all later delay claims. The detailed notice shall identify
the cause of the delay, and the anticipated length of the delay in reasonable detail, the probable
effect of such delay upon the progress and Cost of the Work, and possible mitigation plans. If the
cause of the delay is ongoing, the CM@Risk must give further detailed notice every month at the
same time it submits the updated Project Status Report to the Design Professional.
9.8
Within fifteen (15) calendar days after the elimination of any such delay, the CM@Risk
shall, unless the time is extended by an appropriate change order or amendment signed by the
Owner, submit further documentation concerning the delay and, if appropriate, a formal written
request requesting an extension of time for such delay and any compensation sought for the delay.
The written request for time extension shall state the cause of the delay, the number of days of
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 56
extension requested and the compensation sought and provide a fully documented analysis of the
critical path schedule, including a “fragnet” and any other data demonstrating a delay in the critical
path of the Work or individual milestone or the overall Project completion. If the CM@Risk does
not timely comply with the notice and documentation requirements set forth in this Section 9.8,
the CM@Risk’s claim for delay is barred.
SECTION 10
CHANGES TO THE CONTRACT SCOPE, PRICE, TIME AND TERMS
10.1
CHANGES.
10.1.1 After the Agreement is signed, modifications to the Agreement, including any changes to
GMP, the Contract Time(s), Scope of Work, or terms and conditions of the Agreement may only
be made by a written amendment or change order executed by the Parties, except as provided for
in Section 10.2.
10.1.2 The CM@Risk shall not proceed with the Work on any change involving an increase or
decrease in cost or time without receiving prior written authorization from the Owner, and
CM@Risk must proceed in accordance with the procedures set forth in this Section 10. The
Owner’s right to make changes in the Work shall not invalidate this Agreement, relieve the
CM@Risk of any responsibility or require the Owner give notice to the surety. Any other
requirement of notice to the surety of a change in the Work shall be the sole responsibility of the
CM@Risk. If the CM@Risk proceeds with any change involving an increase or decrease in cost
or time without written authorization from Owner as required by this paragraph, the CM@Risk
hereby waives all rights or claims CM@Risk may have in connection with or as a result of the
change.
10.1.3 An amendment or change order is a written instrument issued after execution of the
Agreement, signed by the Owner and CM@Risk, stating their agreement upon the following, as
applicable:
a)
The scope of the change in the Work and why such change was deemed necessary;
b)
The amount of the adjustment, if any, to the GMP;
c)
The extent of the adjustment, if any, to the Contract Time(s) for performance set
forth in the Contract Documents; and
d)
Changes to the terms and conditions of the Agreement.
10.1.4 All changes in the Work authorized by an amendment or change order shall be performed
under the applicable terms of the Contract Documents, and Owner and CM@Risk shall negotiate
in good faith and as expeditiously as possible on the appropriate adjustments, if any, in Contract
Time or GMP. No GMP adjustment on account of a change order shall include the CM@Risk’s
or Subcontractor’s profit, fee, home office overhead or a formula allocation of indirect costs except
as allowed in Section 10.4.1 below unless otherwise specifically allowed under these General
Conditions.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 57
10.2
CHANGE DIRECTIVES.
10.2.1 A “Change Directive” is a written order prepared by the Design Professional and signed
by Owner, directing a change in the Work at a point in time prior to agreement on an adjustment
in GMP or the Contract Time(s) of performance or both. By issuance of a written change directive,
Owner, at any time, may make any such changes within the general scope of the Agreement or
issue additional instructions, require additional or modified Work, or direct deletion of Work.
Upon receipt of a change directive, the CM@Risk shall promptly proceed with the change in the
Work and promptly advise the Owner of the CM@Risk’s agreement or disagreement with the
proposed method of adjustment for GMP or the Contract Time or both.
10.2.2 Owner and CM@Risk shall negotiate, in good faith and as expeditiously as possible, the
appropriate adjustments resulting from the Change Directive, and agreement reached shall be
effective immediately and memorialized by preparation and execution of an appropriate
amendment or change order. If the Parties fail to reach an agreement, the CM@Risk shall be
entitled to proceed in accordance with Section 11 of this Agreement.
10.3
MINOR CHANGES IN THE WORK.
10.3.1 Design Professional may make minor changes in the Work consistent with the intent of the
Contract Documents providing such changes do not involve an adjustment in the GMP or Contract
Time(s) of performance and do not materially affect or alter the design, quality, or performance.
The Design Professional shall promptly inform Owner, in writing, of any such changes, and verify
that CM@Risk has recorded such changes on the As-Built Documents.
10.4
PRICE, TIME, OR SCOPE OF WORK ADJUSTMENT.
10.4.1 The cost of or credit to the Owner resulting from a change order, amendment, or Change
Directive shall be determined in one or more of the following ways:
a)
By unit prices stated in the Contract Documents;
b)
By cost, as defined below and described in Attachment 2 to these General
Conditions, properly itemized and supported by sufficient data reduced to
meaningful unit prices for each assembled component of the Work in order to
facilitate evaluation. Such costs shall be itemized by crafts as defined within the
Schedule of Values, submitted in a format approved by the Owner, and limited to
items directly allocable to the change in the Work:
1)
Cost of materials, including delivery;
2)
Cost of labor, fully burdened, including, but not limited to, payroll taxes, social
security, unemployment insurance, vacation and fringe benefits required by
agreement or routinely paid by CM@Risk, and worker’s compensation
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 58
insurance, but excluding Subcontractor’s labor;
3)
Rental value of equipment and machinery to be established by rental receipts
and not to exceed reasonable and customary rates for the locale of the Work.
For owned equipment, CM@Risk must prove reasonable rental rate pursuant
to actual ownership costs;
4)
As a guideline, on a not-to-exceed (“NTE”) percentage of Direct Construction
Cost only basis, the following overhead, Construction General Conditions and
fee percentages shall be utilized, and shall be fixed as a dollar amount, unless
otherwise established in the Agreement, or otherwise mutually agreed upon
and documented in the amendment or change order description:
Subcontractor Fee (Home Office OH and Profit):
5%
Subcontractor General Conditions, NTE:
10%
Total Subcontractor Markups, NTE:
15%
CM@Risk Fee (Home Office OH and Profit), NTE or as per
CM@Risk Agreement:
TBD%
CM@Risk Construction General Conditions,
NTE or as per CM@R Agreement:
5%
Total CM@Risk Markups, NTE:
12%
5)
The Agreement may involve situations where larger amounts of Overhead and
Construction General Conditions are needed to address extenuating site-
related circumstances. However, as a guideline, the combined total Fee
(including Profit and Overhead) and Construction General Conditions,
including the CM@Risk and all levels or tiers of Subcontractors, shall
generally not exceed twenty-seven percent (27%) of the total direct costs of
materials, labor, rental equipment and Subcontractor insurance and bonds.
6)
Subcontractor pricing to CM@Risk, specifically as regards, and in support of
a CM@Risk amendment or change order with Owner, shall contain, at a
minimum, the same level of detail as CM@Risk provides in items 1) through
4) above in this Section 10.4.1(b).
c)
Mutual acceptance of a lump sum properly itemized and supported by sufficient
substantiating data to facilitate audit; provided that such lump sum shall not exceed
that amount calculated under (b) above.
10.4.2 Any dispute regarding the pricing methodology or cost of a change shall not relieve the
CM@Risk of the obligation to proceed with work on the change directed by the Owner. The cost
or credit to the Owner shall be promptly determined by the Owner in accordance with this
Agreement.
10.4.3 An Owner approved written amendment or change order, once fully executed by Owner
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 59
and CM@Risk shall be full and final settlement of all entitlement claims for direct, indirect, delay,
disruption, inefficiency, productivity and any other consequential costs related to items covered or
affected, as well as for related delays. Any such claim not presented by the CM@Risk for inclusion
in the amendment or change order prior to signature is irrevocably waived.
10.4.4
In the event of any disagreement between Owner and the CM@Risk regarding:
i)whether CM@Risk is entitled to payment as a result of any amendment, change order or change
directive; ii) the amount of compensation in the event of any other disagreements over the Scope
of Work or proposed changes to the Work, or iii) an extension of time for completion of the
Work, Owner and CM@Risk agree to resolve all such disagreements consistent initially with
Section 10 of these General Conditions and thereafter if not resolved, in accordance with Section
11. As part of the negotiation process, CM@Risk shall furnish Owner and Design Professional
with a good faith estimate of the costs to perform the disputed services or work in accordance
with Owner’s interpretations. If the Parties are unable to agree, and Owner expects CM@Risk to
promptly perform the services in accordance with Owner’s or Design Professional’s
interpretations of the documents, CM@Risk shall proceed to perform the disputed services,
conditioned upon Owner issuing a written Change Directive to CM@Risk directing CM@Risk
to proceed and specifying Owner’s or Design Professional’s interpretation of the services that are
to be performed.
10.4.5
The requirements set forth above as to CM@Risk providing detailed, itemized pricing
on Subcontractor change orders is fully applicable to change orders from CM@Risk to
Subcontractor where there are no comparable amendments or change orders between Owner and
CM@Risk.
10.5
EMERGENCIES.
10.5.1 In any emergency affecting the immediate safety of persons or property, CM@Risk shall
promptly act, at its discretion, to prevent or minimize threatened damage, injury or loss. Any
increase in the GMP or Contract Time(s) of performance or both claimed by CM@Risk on account
of emergency work shall be determined as provided in Section 10.4.
SECTION 11
REQUESTS FOR CONTRACTUAL ADJUSTMENTS AND DISPUTE RESOLUTION
11.1
DISPUTE AVOIDANCE AND RESOLUTION.
11.1.1 The Parties are fully committed to interacting and working with each other through the
course of the Project, and agree to communicate regularly with each other at all times, including
attending weekly on-site design and construction status meetings, so as to avoid, eliminate, or
minimize any disputes, disagreements, claims, or controversies relating to the Project (hereinafter
“Disputes”). To the extent Disputes occur or arise during the course of the Project that are not
otherwise resolved by applicable portions of this Agreement, both CM@Risk and Owner agree to
timely resolve such Disputes in an amicable, professional, and expeditious manner at the lowest
possible level so as to avoid unnecessary costs, delays, and disruptions to the Work. To this end,
the CM@Risk Representative shall refer the Dispute to the Owner’s Representative by written
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 60
notice of same, not more than seven (7) calendar days from the occurrence of the event which
gives rise to the Dispute, or not more than seven (7) calendar days from the date that the CM@Risk
knew or should have known of the matter, provided however, a request for adjustment based on
time or delay must proceed under Section 9, and a request for adjustment to Contract Price or
Contract Time must proceed under Section 10.
11.1.2 If the Representatives are unable to resolve a dispute pursuant to Section 11.1.1, the
Representatives will promptly provide notice to the CM@Risk’s and Owner’s Senior
Representatives of such failure. The CM@Risk’s Senior Representative and Owner’s Senior
Representative shall meet within 48 hours of such notice and shall attempt to resolve the Dispute.
The Parties agree that prior to any meetings between the Senior Representatives, they will timely
exchange with each other all relevant documents and information that will assist the Senior
Representatives in resolving the Dispute. The Senior Representatives shall have seven (7) calendar
days from the time they first met to resolve the Dispute. If the Senior Representatives, after
meeting in good faith, determine that the Dispute cannot be resolved by them on terms satisfactory
to both Parties, the Parties agree to arbitrate the dispute in accordance with the procedure found in
the attached Exhibit H.
11.1.3 The Parties understand and agree that the processes set forth in Section 11.1 and 11.2,
provide the sole and exclusive remedy to resolve a Dispute. The Parties further understand and
agree that providing notice of the Dispute to the other party in accordance with Sections 11.1.1
and 11.1.2 is integral and essential to the Parties’ ability to perform their obligations under this
Agreement. Failure to properly utilize the procedures in Section 11.1.1 and 11.1.2 exposes the
non-utilizing party to damages which are difficult to accurately quantify and ascertain. The Parties
agree that failure to properly utilize the procedures in Section 11.1.1 and 11.1.2 will require the
non-utilizing party to pay the other party ten thousand and 00/100 Dollars ($10,000.00) as
liquidated damages, and not as a penalty. The damages awarded pursuant to this section shall be
in addition to and not in lieu of other damages provided for under this Agreement.
11.2
Reserved.
11.2.1 Reserved.
11.2.2 Unless otherwise agreed in writing, the CM@Risk shall carry on the Work and maintain
its progress during the course of any unresolved Dispute, and the Owner shall continue to make
payments as they fall due to the CM@Risk in accordance with the Contract Documents.
11.3
CONSEQUENTIAL DAMAGES.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, NEITHER THE OWNER NOR THE
CM@RISK SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES
OR DAMAGES ARISING OUT OF BREACH OF CONTRACT, INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS.
11.4
DECISIONS OF DESIGN PROFESSIONAL OR OWNER.
Any failure of the Design Professional or Owner to make a decision within the time limits set forth
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 61
herein shall not be construed as an agreement to all or any part of the CM@Risk’s claim for relief.
11.5
DISPUTES ARISING AFTER PROJECT COMPLETION.
Claims involving defective design or construction work discovered after Final Completion shall
be resolved in accordance with the procedure set forth in Exhibit H.
SECTION 12
STOP WORK AND TERMINATION
12.1
OWNER’S RIGHT TO STOP WORK OR TERMINATE FOR CONVENIENCE.
12.1.1 Owner at any time may, without cause and for its convenience, order CM@Risk in writing
to stop or suspend its Work, for a period not to exceed sixty (60) calendar days. CM@Risk may
seek an adjustment of the GMP or Time(s) of performance or both under Section 9 and 10 of the
General Conditions to the extent that its work has been adversely impacted by any such suspension
or stoppage of work by Owner, unless actions, omissions or inactions of the CM@Risk are the
cause of the Owner stopping or suspending the Work.
12.1.2 Upon seven (7) calendar day’s written notice to CM@Risk, Owner may, without cause and
without prejudice to any other right or remedy of Owner, elect to terminate the Agreement for
convenience of the Owner. In such case CM@Risk shall be paid (without duplication of any
items): a) for completed and accepted Work performed in accordance with Contract Documents
prior to the effective date of the termination, including fair and reasonable sums for overhead and
profit on such Work; b) for expenses incurred prior to termination in performing services and
furnishing labor, materials and equipment as required by the Contract Documents in connection
with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses;
and c) for all claims, costs, losses and damages incurred in settlement of terminated contracts with
Subcontractors, suppliers and others.
12.1.3 Upon receiving a Notice of Termination for Convenience, the CM@Risk shall proceed as
follows: a) stop work as specified in the Notice, b) award no further subcontracts, c) terminate all
subcontracts to the extent they relate to the Work terminated, d) assign to the Owner all rights of
the CM@Risk under terminated subcontracts, in which case Owner shall have the right to settle or
to pay any termination settlement proposal arising out of these terminations, and e) submit
complete termination inventory schedules to Owner no later than one hundred twenty (120)
calendar days from date of the Notice of Termination.
12.2
OWNER’S RIGHT TO PERFORM AND TERMINATE FOR CAUSE.
12.2.1 If CM@Risk consistently fails to (a) provide a sufficient number of skilled workers or the
materials required by the Construction Documents; (b) comply with applicable Legal
Requirements; (c) pay, without cause, its Subcontractors or suppliers; (d) prosecute the Work with
promptness and diligence to ensure that the Work is completed within the Contract Time(s) as may
be from time to time adjusted; or (e) otherwise perform the Work and its obligations in compliance
with the Contract Documents, Owner shall , in addition to any other rights and remedies provided
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 62
in the Contract Documents or by law, have the right to perform or terminate as set forth herein.
Owner shall provide written notice of default to CM@Risk and if CM@Risk fails to cure the
default within seven (7) days of such written notice, Owner shall have the right , to (i) perform and
furnish through itself or through others it selects any such labor, materials, or Work, and to deduct
the cost thereof from any monies due or to become due to CM@Risk under the Contract
Documents; or (ii) terminate the Agreement with CM@Risk for all or any portion of the Work,
enter upon the premises and take possession, for the purpose of completing the Work, of all job-
owned materials, equipment scaffolds, tools, appliances, and other items thereon, all of which
CM@Risk hereby transfers, assigns and sets over to Owner for such purpose, and to employ any
person or persons to complete the Work and provide all of the required labor, services, materials,
equipment and other items; or (iii) both. Upon exercising its right to Terminate for Cause for any
reason set forth above, Owner, at its discretion, may also exercise the right to have each or any of
CM@Risk’s Subcontractor and supply agreements assigned to Owner, or Owner’s nominee,
provided however, Owner should have no responsibility or liability for acts or omission of
CM@Risk under such Agreements and the sole recourse of Subcontractors for events occurring
before termination of this Agreement shall be against CM@Risk.
12.2.2 In the event of such Termination for Cause, CM@Risk shall not be entitled to recover any
further payment until the Work is completed and shall then only be entitled to be paid for all Work
performed prior to its date of default minus costs incurred by Owner to complete the Project, as
set forth below, to the extent those costs exceed the GMP. In the event Owner’s cost and expense
of completing CM@Risk’s Work shall exceed the GMP, then CM@Risk or its surety shall
promptly pay the difference to Owner. Such costs and expense shall include not only the cost of
completing the Work to the satisfaction of Owner and of performing and furnishing all labor,
services, tools, equipment and other items required in the Contract Documents, but also losses,
damages, costs and expenses, including consultant and attorney’s fees and expenses incurred in
connection with the re-procurement and defending claims, arising from or related to CM@Risk’s
default.
12.2.3 CM@Risk agrees that in the event that Owner terminates the Agreement for cause and
such termination is ultimately determined to be improper or wrongful, the sole and exclusive
remedy shall be that the Termination for Cause will be automatically and retroactively converted
to a Termination for Convenience and the provisions of Section 12.1 of these General Conditions
shall apply.
12.2.4 The Parties agree that if CM@Risk institutes or has instituted against it a proceeding under
the United States Bankruptcy Code, such event may impair or frustrate CM@Risk’s performance
of its obligations under the Contract Documents. Accordingly, if such event of default occurs,
Owner shall be entitled to request CM@Risk, its trustee or other successor, to provide adequate
assurance of future performance and CM@Risk agrees such request must be complied with. If
CM@Risk fails to comply with such request, to the satisfaction of Owner, within ten (10) days
after receiving notice of the request, Owner, in addition to any other rights and remedies provided
by the Contract Documents, or by law, shall be entitled to terminate the Agreement as a
Termination for Cause described in Sections 12.2.1 and 12.2.2 above and shall be entitled to pursue
the remedies set forth in those Sections. Owner shall thereupon be entitled to perform and furnish
through itself or through others any such labor, materials or equipment necessary for the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 63
completion of the Work and necessary to maintain the Contract Time(s) of performance, and to
deduct the costs from any monies due or to become due CM@Risk under the Contract Documents.
In the event of any such bankruptcy proceedings, the Agreement shall terminate if CM@Risk
rejects the Agreement or if there has been a default under the Contract Documents, and CM@Risk
is unable to give adequate assurances that it will perform as provided in the Contract Documents,
to the satisfaction of Owner, or otherwise is unable to comply with the requirements for assuming
the Agreement under the applicable provisions of the Bankruptcy Code.
12.3
CM@RISK’S RIGHT TO STOP WORK AND TERMINATE FOR CAUSE.
12.3.1 CM@Risk may, in addition to any other rights afforded it under the Contract Documents
or by applicable law, either stop work or terminate the Agreement for cause upon Owner’s failure
to timely pay an amount in excess of $100,000 dollars properly due to CM@Risk under any
CM@Risk Application for Payment. In this regard, CM@Risk shall provide Owner with written
notice indicating that such non-payment condition has occurred, and that it is CM@Risk’s
intention to only stop work or terminate the Agreement if the non-payment condition is not cured
within seven (7) calendar days from Owner’s receipt of CM@Risk’s notice. In the event that
CM@Risk elects to only stop work, it may nonetheless later indicate its intention to terminate the
Agreement by providing Owner with written notice that CM@Risk will terminate the Agreement
within seven (7) calendar days from receipt of CM@Risk’s notice; unless the alleged cause of
termination is cured in the interim.
12.3.2 In the event CM@Risk properly and lawfully elects to stop work under Section 12.3.1 for
non-payment and then resumes work, CM@Risk shall be entitled to make a claim for adjustment
to the GMP and Contract Time(s) of performance to the extent CM@Risk has been adversely
impacted by the stoppage of work. In the event that CM@Risk elects to terminate the Agreement
on the basis permitted under section 12.3.1, CM@Risk shall be entitled to recover the same costs
it would be permitted to recover had Owner terminated this Agreement for its convenience under
Section 12.1 of these General Conditions.
12.4
If the Agreement is terminated for any of the reasons set forth above, CM@Risk’s
agreements with its Subcontractors and suppliers, at Owner’s option and without further action by
CM@Risk, shall be assigned to Owner; provided however, that Owner shall have no liability for
any pre-existing acts or omissions or default by CM@Risk under such agreements and the sole
recourse of such Subcontractors and suppliers for any such events shall be against CM@Risk.
SECTION 13
MISCELLANEOUS
13.1
ASSIGNMENT PROHIBITED. Neither CM@Risk nor Owner may, without the written
consent of the other, assign, transfer, or sublet any portion or part of the Work or the obligations
required by a Party under the Contract Documents.
13.2
SUCCESSORSHIP. The provisions of these General Conditions and the other Contract
Documents shall be binding upon the Parties, their employees, agents, heirs, successors and
assigns.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 64
13.3
GOVERNING LAW. Interpretation of the Contract Documents and any and all disputes
arising under or in connection with the Project, Work and Contract Documents shall be governed
by Arizona Law. Any lawsuit or action arising out of, relating to or pertaining to this Agreement
shall be brought in the Arizona Superior Court in the County in which the Owner is located, and
only after all contractual and administrative procedures have been exhausted.
13.4
SEVERABILITY. If any provision or any part of a provision of the Contract Documents,
or any legal authority mentioned herein, shall be finally determined to be superseded, invalid,
illegal, or otherwise unenforceable pursuant to applicable laws by any authority having
jurisdiction, such determination shall not impair or otherwise affect the validity, legality, or
enforceability of the remaining provision or parts of the provision of the Contract Documents,
which shall remain in full force and effect, to the fullest extent permitted by law, as if the
unenforceable provision or part were deleted.
13.5
NO WAIVER. Except as otherwise provided herein, the failure of either CM@Risk or
Owner to insist, in any one or more instances, on the performance or timely performance of any
of the obligations required by the Contract Documents shall not be construed as a waiver or
relinquishment of such obligation or right with respect to any other performance or obligation.
13.6
HEADINGS. The headings used in these General Conditions or used in any other Contract
Document are for ease of reference only and shall not in any way be construed to limit or alter the
meaning of any provision.
13.7
NOTICE. Whenever the Contract Documents require that notice be provided to the other
Party, notice will be deemed to have been validly given (a) if delivered in person to the individual
intended to receive such notice; or (b) if delivered or sent by registered or certified mail, postage
prepaid to the address indicated in the Agreement.
13.8
NON-APPROPRIATION; NON-AVAILABILITY OF FUNDS. If Owner’s performance
under this Agreement or funds available for this Project and/or Work are dependent upon (i) the
appropriation or allocation of funds by the City of Glendale City Council, and if the Council fails
to appropriate or allot funds necessary for performance of the Project and/or Work, (ii) the sale of
bonds or other similar instruments, and if such bonds or other instruments are not sold or proceeds
are not available, or (iii) third party gifts, donations or grants, and if such gifts, donations or grants
are not received in whole or in part by Owner; then Owner may provide notice of this to the
CM@Risk, and either a) cancel this Agreement without further obligation of Owner except as set
forth at the end of this paragraph, or b) delay the Project and/or Work for a period of up to six (6)
months (without cost to the Owner), after which date if no such funds are legally available for
performance of this Agreement, Owner may cancel this Agreement without further obligation of
Owner, except as set forth at the end of this paragraph. If Owner cancels the Agreement pursuant
to this Section 13.8, Owner shall reimburse CM@Risk for all services authorized and rendered
prior to Owner’s delivery to CM@Risk of notice of lack of funds pursuant to this Section, in the
manner set forth in Section 2.2.2.3.
13.9
CONFLICT OF INTEREST.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 65
13.9.1 This Agreement is subject to the provisions of Arizona Revised Statutes §38-511 and the
City of Glendale may, within three years after its execution, cancel this Agreement without penalty
or further obligation if any person significantly involved in negotiating, drafting, securing or
obtaining this Agreement for or on behalf of the City of Glendale becomes an employee or agent
in any capacity of any other party or a consultant to any other party with reference to the subject
matter of this Agreement while the Agreement or any extension hereof is in effect.
13.10 COMPLIANCE AND LEGAL WORKER REQUIREMENTS.
13.10.1 The Parties shall comply with all applicable state and federal statutes and regulations
governing equal employment opportunity, non-discrimination, and immigration. The aforesaid
provisions shall include, but not be limited to, the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation, and selection for training, including apprenticeship. CM@Risk shall post in
conspicuous places, available for employees and applicants for employment, notices to be
provided by the Owner, setting forth the provisions of this nondiscrimination clause and shall insert
this provision in all subcontracts hereunder, except subcontracts for standard commercial supplies
or raw materials.
13.10.2 CM@Risk warrants that it is in compliance with all federal immigration laws and
regulations that relate to its employees. Pursuant to Arizona Revised Statutes § 41-4401, the
CM@Risk warrants that it is in compliance with the state law requirement that employers in
Arizona verify the employment eligibility of employees, hired after December 31, 2007, through
the federal E-verify program or any successor program. CM@Risk shall be responsible for all
costs associated with compliance with such programs. The warranty requirements of this
Sectionshall apply to all Subcontractors, and the CM@Risk shall require each Subcontractor to
warrant compliance with the provisions of this section. This section is not applicable where the
CM@Risk is a governmental entity nor is the CM@Risk required to pass this provision through
to Subcontractors and sub-subcontractors who are governmental entities.
13.10.3 A breach of any of the warranties required under this section shall be deemed a material
breach of this Agreement subject to penalties, including termination for cause.
13.10.4 In addition to other audit provisions contained in this Agreement, the Owner retains the
right to audit and inspect such documents of any CM@Risk or Subcontractor’s employees who
perform Work to ensure that the CM@Risk or Subcontractor is complying with the warranty
requirements of this Section.
13.10.5 Reserved.
13.11 ASSIGNMENT OF OVERCHARGE CLAIMS. The Owner and CM@Risk recognize that
in actual economic practice overcharges resulting from antitrust violations are in fact borne by
Owner. Therefore, the CM@Risk hereby assigns to Owner any and all claims for such overcharges
that may vest in CM@Risk during performance of the Project and for three (3) years after final
acceptance. The CM@Risk in all subcontracts shall require all Subcontractors to likewise assign
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 66
all claims for overcharges to the Owner.
13.12 EQUALITY. The CM@Risk and all Subcontractors shall abide by the requirements of 41
CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against
qualified individuals based on their status as protected veterans or individuals with disabilities,
and prohibit discrimination against all individuals based on their race, color, religion, sex, or
national origin. Moreover, these regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals without
regard to race, color, religion, sex, national origin, protected veteran status or disability.
13.13 SEXUAL HARASSMENT. The CM@Risk shall comply with the Owner’s current policy
regarding sexual harassment. The Owner prohibits sexual harassment by any person on Owner’s
premises or at any Owner-affiliated functions or facilities.
13.14 MODIFICATION OF AGREEMENT. The Contract Documents may not be changed,
altered, or modified in any way except in writing (by amendment or change order per Section
2.1.10) and signed by a duly authorized representative of both Parties.
13.15 VETERAN'S PREFERENCE. CM@Risk agrees to provide preference in initial
employment for U.S. veterans by:
• Adding points to the raw score of a numerically scored screening instrument, or
• Hiring a veteran if, at the conclusion of the search process, a veteran is one of a number
of comparably qualified candidates.
For purposes of this certification, “veteran” means: an honorably separated person (honorable or
general discharge) who served on active duty (not active duty for training) in the Armed Forces:
• During any war declared by Congress;
• During the period April 28, 1952 through July 1, 1955;
• For more than one hundred eighty (180) consecutive calendar days, any part of which
occurred after January 31, 1955, and before October 15, 1976;
• During the Gulf War period beginning August 2, 1990, and ending January 2, 1992; or
• For more than one hundred eighty (180) consecutive calendar days, any part of which
occurred during the period beginning September 11, 2001, and ending on the date
prescribed by Presidential proclamation or by law as the last day of Operation Iraqi
Freedom; or
• In a campaign or expedition for which a campaign medal has been authorized, such as
El Salvador, Lebanon, Granada, Panama, Southwest Asia, Somalia, and Haiti.
Medal holders and Gulf War veterans who originally enlisted after September 7, 1980, or entered
on active duty on or after October 14, 1982, without having previously completed 24 months of
continuous active duty, must have served continuously for 24 months or the full period called or
ordered to active duty. Effective on October 1, 1980, military retirees at or above the rank of major
or equivalent, are not entitled to preference unless they qualify as disabled veterans.
13.16 NO BOYCOTT OF ISRAEL. To the extent A.R.S § 35-393 through § 35-393.03 are
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Page | 67
applicable, the parties hereby certify that they are not currently engaged in, and agree for the
duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term
is defined in A.R.S § 35-393.
13.17 UYGHUR FORCED LABOR PREVENTION ACT (UFLPA). CM@Risk certifies that it
does not currently, and during the term of this Agreement, will not use:
a)
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b)
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c)
any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.
13.18 COMPLETE AGREEMENT. This Agreement constitutes the complete and integrated
agreement between the Owner and the CM@Risk, and it supersedes all prior negotiations,
representations or agreements, either written or oral.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
ATTACHMENT 1
PERFORMANCE AND PAYMENT BOND FORMS
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
PERFORMANCE BOND
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That,
(hereinafter called the Principal), as Principal, and
a corporation organized and existing under the laws of the State of
, with
its principal office in the City of
(hereinafter called the Surety), as
Surety, are held and firmly bound unto the City of Glendale, (hereinafter called the Obligee),
in the amount of
Dollars
($
), for the payment whereof, the said Principal and Surety
bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and
severally, firmly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the Obligee,
dated the
day of
, 20 , to construct and complete a certain
work described as
which contract is hereby referred to and made a part hereof as fully and to the
same extent as if copied at length herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall faithfully perform and fulfill all the undertakings, covenants, terms, conditions
and agreements of said contract during the original term of said contract and any extension
thereof, with or without notice to the Surety and during the life of any guaranty required under
the contract, and shall also perform and fulfill all the undertakings, covenants, terms,
conditions, and agreements of any and all duly authorized modifications of said contract that
may hereafter be made, notice of which modifications to the Surety being hereby waived; then
the above obligation shall be void, otherwise to remain in full force and effect and Surety shall
be obligated to perform if Principal fails to perform.
The prevailing party in a suit on this bond, including any appeal thereof, shall recover as a
part of his judgment such reasonable attorneys' fees as may be fixed by a judge of the Court.
Witness our hands this
day of
, 20
.
PRINCIPAL
SEAL
SURETY
SEAL
By:
BY:
Bond Number
Agent Name & Telephone
Bonding Company & Telephone
Agent Address
Bonding Company Address
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
PAYMENT BOND
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That,
(hereinafter called the Principal), as Principal, and
a
corporation organized and existing under the laws of the State of
, with its
principal office in the City of
(hereinafter called the Surety), as Surety,
are held and firmly bound unto the City of Glendale, (hereinafter called the Obligee), in the
amount of
Dollars
($
), for the payment whereof, the said Principal and Surety bind
themselves, and their heirs, administrators, executors, successors and assigns, jointly and
severally, firmly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the Obligee, dated
the
day of
, 20 , to construct and complete a
certain work described as
which contract is hereby referred to and made a part hereof as fully and to the same extent as if
copied at length herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall promptly pay all monies due to all persons supplying labor or materials to him/her or
his/her subcontractors in the prosecution of the work provided for in said contract, then this
obligation shall be void, otherwise to remain in full force and effect.
The prevailing party in a suit on this bond, including any appeal thereof, shall recover as a part of his
judgment such reasonable attorneys' fees as may be fixed by a judge of the Court.
Witness our hands this
day of
, 20
.
PRINCIPAL
SEAL
SURETY
SEAL
By:
BY:
Bond Number
Agent Name & Telephone
Bonding Company & Telephone
Agent Address
Bonding Company Address
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
ATTACHMENT 2
AMENDMENT AND CHANGE ORDER PRICING FORMAT – SAMPLE
Reference 10.4.1
Work By
Work By
Subcontractor
CM@Risk
a. Cost of Materials
$ 2,000.00
$ 4,000.00***
b. Cost of Labor
$ 1,000.00
$ 2,000.00***
c. Rental Value of Equipment
$ 250.00
$
500.00
d. Subcontracted Work (from line k)
$ 3,828.83
e. Subtotal
$ 3,250.00
$10,328.83
f. Construction General Conditions
(Subcontractor – assume 10% of line e &
CM@Risk assume 5.5% of line e)*
$ 325.00
$ 516.44
g. Subtotal
$ 3,575.00
h. Subcontractor Fee (assumes 5% of line g)
$ 178.75
i. Subtotal
$ 3,753.75
j. Subcontractor Insurance (and bond, if
applicable, assumes 2% of line i)**
$
75.07
k. Subtotal - Subcontracted Work
$ 3,828.83
l. Direct Construction Cost
$10,845.27
m. CM@Risk Fee (assumes 5.5% of Direct
Construction Cost per CM@Risk General
Conditions’ Section 1.2.8)
$ 542.26
n. Contractor Bonds and Insurance (assumes
2% of Direct Construction Cost)**
$ 216.91
o. Subtotal
$11,604.44
p. Tax (assumes 6% of line o)
$ 696.27
q. Total Cost of Change Order Work
$12,300.70
*
Construction General Conditions cannot exceed 10% of the total of material and labor for
Subcontractor work, and cannot exceed 5.5% to CM@Risk for the total of self-performed and
Subcontractor work.
** Cannot exceed 2% without documentation of additional cost.
*** CM@Risk’s work, if applicable.
Required Assumptions:
(1)
Not all Amendments or Change Orders will have work involving both Subcontractors
and the CM@Risk. In each case, only the appropriate categories of costs and
percentages will be utilized.
(2)
Deductive Amendments or Change Orders utilize the same format and method of
cost/credit determination including application of all deductive fees and markups.
Where a change involves both, added costs and credits, the net addition or credit amount
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
shall be determined independently for each Subcontractor and the CM@Risk prior to
the application of Fee, Bond and Insurance costs, and Tax.
(3)
Payment for Bonds will be for the CM@Risk only, as required by the Contract
Documents, unless the Owner has required bonding of Subcontractor(s) in accordance
with the Exhibit A – CM@Risk General Conditions. Unless otherwise indicated in the
Contract Documents, Subcontractor liability insurance is required and such costs are
allowable.
(4)
The final Change Order amounts shall be fixed dollar amounts (not percentages) and
shall be rounded to the nearest whole dollar.
(5)
Entries for lines a., b., and c. shall be supported by and developed from documentation
provided with the Amendment or Change Order cost proposal.
(6)
Entries for lines j., m., n. and p. shall be actual percentages based on and supported by
records of the applicable Subcontractor and/or CM@Risk. The percentages shown
above for these lines are assumed values for purposes of illustration only.
(7)
As a guideline, the combined total Fee/Profit, and Construction General Conditions,
including the CM@Risk and all levels or tiers of Subcontractors, shall generally not
exceed twenty-seven percent (27%) of the total direct cost of items a., b., c., and j.
(8)
Note that all percentages used in the sample calculation above are for illustration
purposes only. Actual percentages may vary per contract requirements.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT B
Haydon Building Corp Pre-Construction Phase Proposal
dated May 10, 2022
(2 pages)
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
EXHIBIT A - PROJECT DESCRIPTION
The project intent is to provide drainage improvements near Bethany Homes Rd from 51 st Ave & 43rd Ave between
Maryland and Grand Avenues, and on Grand Avenue between 471h and 51 st Avenues and, associated watershed.
Haydon Construction (Contractor) to provide design phase assistance and construction services as the
Construction Manager at Risk (CMAR).
The drainage improvements will mitigate recurring drainage issues near the intersection of Bethany Home Road,
51 st Avenue and Grand Ave by intercepting and redirecting stormwater with storm drain system, and by providing
additional retention and detention facilities. The project is divided into three (3) separate design packages to
advance construction start dates in specific locations. Each package will be submitted and finalized on independent
schedules.
City of Glendale - (Bethany Homes Rd. Drainage lmprovements-202105)-CMAR 26
HAYDON PRE-CONSTRUCTION PHASE PROPOSAL
May 10, 2022
EXHIBIT B - HOURLY RATE SCHEDULE
The schedule of hourly labor rates for employees of the CM@Risk and its Subconsultants follow and are based
on the approved proposal submitted to the City on 04/19/2022.
LIST OF CLASSIFICATIONS:
For all phases of design and pre-construction services (Programming/ Schematic Design, Design
Development, Construction Documents):
Personnel
Hourly Rate
PreCon Manager
$135
Estimating Manager
$135
Estimator
$128
Project Manager
$128
Utilities Coordinator
$109
Project Superintendent
$119
Project Engineer
$107
Agtek-(includes Takeoff Engineers)
$101
GPS/Drone Crew
$121
Safety Manager
$119
For all phases of design and pre-construction services (Programming/ Schematic Design, Design
Development, Construction Documents):
Phases
Total
Package 1
$37,471.25
Package 2
$67,448.25
Package 3
$44,965.50
City of Glendale -(Bethany Homes Rd. Drainage lmprovements-202105)-CMAR 27
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT C
Cost of the Work
(One (1) page - template)
(2 pages - final document to be included with GMP Amendment)
See Attached
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
HAYDON BUILDING CORP
4640 E. Cotton Gin Loop
Phoenix, Arizona 85040
Office: 602-296-1496 / Fax: 602-296-1457
City of Glendale
Date submitted:
4/5/2025
Estimate #:
22-049-13
100% GMP
PACKAGE 3 - 47th AVE
GENERAL ITEMS
SUBTOTAL GENERAL ITEMS
-
$
REMOVALS & ABANDONMENT
SUBTOTAL REMOVALS & ABANDONMENT ITEMS
-
$
FLATWORK & PAVING ITEMS
SUBTOTAL FLATWORK & PAVING ITEMS
-
$
UNDERGROUND ITEMS
530
15 IN RGRCP, CLASS 3
X
LF
484
$49.86
24,131.24
$
540
30 IN RGRCP, CLASS 3
X
LF
248
$77.75
19,281.54
$
550
36 IN RGRCP, CLASS 3
X
LF
785
$75.64
59,380.74
$
560
48 IN RGRCP, CLASS 3
X
LF
1,376
$121.98
167,847.28
$
570
54 IN RGRCP, CLASS 3
X
LF
2,393
$145.30
347,706.14
$
580
SD MH, MAG DET 520 & 522
X, SUB
EA
8
$1,565.57
12,524.52
$
590
SD MH, MAG DET 522 & COP 1560
X, SUB
EA
7
$1,565.57
10,958.96
$
600
8 IN DUCTILE IRON PIPE WATERLINE WITH FITTINGS
X
LF
91
$169.25
15,402.02
$
610
16 IN DUCTILE IRON PIPE WATERLINE WITH FITTINGS
X
LF
79
$263.69
20,831.74
$
620
6 IN DUCTILE IRON PIPE WATERLINE WITH FITTINGS
X
LF
80
$121.79
9,743.06
$
640
12 IN DUCTILE IRON PIPE WATERLINE WITH FITTINGS
X
LF
20
$278.71
5,574.10
$
SUBTOTAL UNDERGROUND ITEMS
693,381.34
$
ADDITIONAL ITEMS
SUBTOTAL ADDITIONAL ITEMS
-
$
PACKAGE 3S - MISSOURI AVE
REMOVAL ITEMS
SUBTOTAL REMOVAL ITEMS
-
$
FLATWORK & PAVING ITEMS
SUBTOTAL FLATWORK & PAVING ITEMS
-
$
UNDERGROUND ITEMS
880
SEWER CLEANOUT, MAG DET 441
X
EA
1
$576.33
576.33
$
880
12 IN HDPE
X
LF
19
$18.94
359.89
$
890
66 IN RGRCP, CLASS IV
X
LF
381
$224.87
85,677.04
$
900
66 IN RGRCP, CLASS V
X
LF
1,608
$306.97
493,607.96
$
910
STORM DRAIN MANHOLE, MAG DET 521 & COP 1560
X, SUB
EA
8
$1,565.57
12,524.52
$
SUBTOTAL UNDERGROUND ITEMS
592,745.74
$
CONSTRUCTION TOTAL
1,286,127.08
$
100% GMP
Bethany Home Storm Drain - Phase A (Package 3 & 3S) - 47th Ave 100% GMP 1A- EARLY
MATERIAL PROCUREMENT
Item No.
Propose to self-
perform (x) or
Sub
UM
Quantity
Description
Unit Price
Total Price
4/5/2025 11:04 AM
1 of 2
EXHIBIT C
HAYDON BUILDING CORP
4640 E. Cotton Gin Loop
Phoenix, Arizona 85040
Office: 602-296-1496 / Fax: 602-296-1457
City of Glendale
Date submitted:
4/5/2025
Estimate #:
22-049-13
100% GMP
100% GMP
Bethany Home Storm Drain - Phase A (Package 3 & 3S) - 47th Ave 100% GMP 1A- EARLY
MATERIAL PROCUREMENT
Item No.
Propose to self-
perform (x) or
Sub
UM
Quantity
Description
Unit Price
Total Price
A. Direct Cost Subtotal:
1,286,127.08
$
A.2 Contingency
0%
-
$
A. Total Direct Cost
1,286,127.08
$
GENERAL CONDITIONS (Corporate Overhead)
6.29%
80,897.39
$
B. SUBTOTAL 1 (COST OF THE WORK)
1,367,024.47
$
CONSTRUCTION MANAGEMENT FEE (Profit)
3.71%
50,716.61
$
C. SUBTOTAL 2
1,417,741.08
$
BONDS
1%
14,177.41
$
INSURANCE
0.99%
14,035.64
$
D. SUBTOTAL 3
1,445,954.13
$
SALES TAX
5.98%
86,468.06
$
-
$
E. SUBTOTAL GMP 1
1,532,422.19
$
-
$
TOTAL OF PHASE A (PACKAGES 3 & 3S) - 100% GMP 1A EARLY MATERIAL PROCUREMENT
1,532,422.19
$
4/5/2025 11:04 AM
2 of 2
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT D
Form of Amendment - GMP and Construction Phase Fee
(Two (2) pages - template)
(2 pages - final document)
See attached
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
Project Name: Bethany Home Road Drainage Improvements Phase I
Project No.:
202105
Amendment No: 01
Date:
April 16, 2025
This Amendment to that certain Standard Form Agreement dated May 10, 2022 by and between the City of Glendale
and Haydon Companies, LLC (Formerly Haydon Building Corp) (CM@Risk) for services, deliverables and work
related to Project No. 202105, Project Name: Bethany Home Road Drainage Improvements Phase I, (the
“Agreement”) is made and entered into effective this day of , 2025.
1. This Amendment #01 establishes a Guaranteed Maximum Price (“GMP”) and Construction Phase Fee for
Construction Services and incorporates such terms into the Agreement, making the Agreement effective
for Construction Phase Services:
a.
The total fee for Construction Phase Services, which is included in the Guaranteed Maximum Price (GMP)
as defined under the Agreement, shall be fixed at Fifty Thousand Seven Hundred Sixteen and 61/100
Dollars ($50,716.61). [This phase is for material procument only. Construction will follow after material
is procured.
b. The Guaranteed Maximum Price (“GMP”) for Construction Services, as defined under the Agreement, shall
be One Million Five Hundred Thirty-Two Thousand Four Hundred Twenty-Two and 19/100 Dollars
($1,532,422.19). This sub Phase A, GMP-1A has been developed to provide means of early material
procurement of precast and storm drain pipe materials based on utilizing design plans and documents.
Future amendment for GMP 1B will include the installation of procured material.
c.
The total compensation under the Agreement, as amended by this Amendment, shall be:
Pre-Construction Phase
Construction Phase
Total
Original Agreement:
$469,884.00
$
$469,884.00
Previous Amendments:
$
$
$
This Amendment:
$
$1,532,422.19
$1,532,422.19
Total (including this
Amendment):
$469,884.00
$1,532,422.19
$2,002,306.19
2. DELETE the blank template “Exhibit C – Cost of the Work – Schedule of Values” from the Agreement,
and ADD “Exhibit C – Haydon Companies, LLC (Formerly Haydon Building Corp) Cost of the Work –
Schedule of Values” dated April 14, 2025 (2 Pages), attached herein.
3. ADD “Exhibit E – Construction Documents necessary to define Scope of Work and deliverables for the
Construction Phase Services, including plans, designs, drawings, specifications and other required
Contract Documents” dated April 4, 2025 (2 Pages), attached herein.
4. ADD “Exhibit F - Statement of All Clarifications and Assumptions” dated April 4, 2025 (1 Pages),
attached herein.
5. ADD “Exhibit G – Schedule of Major Milestones” dated TBD (TBD Pages), attached herein.
6. All other provisions, terms and conditions of the Agreement shall remain unchanged and in full effect.
(Signature on following page)
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment, effective as of the date first
written above.
OWNER
CM@RISK
City of Glendale
Haydon Companies LLC
(Formerly Haydon Building Corp)
5850 W. Glendale Avenue
4640 E. Cotton Gin Loop
Glendale, AZ 85301
Phoenix, AZ 85040
By: Its Authorized Representative:
By Its Authorized Representative:
Signature
Signature
Printed Name
Printed Name
Title
Title
Date
Date
ATTEST:
___________________________
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
___________________________
Michael D. Bailey
City Attorney
DESIGN PROFESSIONAL
Stantec Consulting Services, Inc.
3133 W. Frye Road
Chandler, AZ 85226
By Its Authorized Representative:
Signature (Reviewed in accordance with the “Professional Services Agreement", Contract C22-0170, dated
2/8/2022)
Printed Name
Title
Date
Matthew Carpenter
Member
05/05/2025
Sr. Project Manager, Sr. Associate
5/12/2025
Chris Eggers, PE
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT E
Construction Documents necessary to define Scope of Work and Deliverables for the
Construction Phase Services, including plans, designs, drawings, specifications and other
required Contract Documents
(2 pages - To be Incorporated by Amendment)
See Attached
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
GMP 1 SCOPE LIMITS
Scope of Work
Scope of Work: As a key component to the Glendale Stormwater Management Plan, This Phase A
GMP-1A has been developed to provide means of early material procurement of precast and storm
drain pipe materials based on utilizing design plans and documents listed in Exhibit E for storm drain
improvements in the areas described below:
•
47th Ave – W. Marlette Ave to W. Marshall Ave
•
W. Marshall Ave to W Missouri Ave
•
W. Missouri Ave to ADOT retention basin
The Improvements include:
-
15” RGRCP, 30” RGRCP, 36” RGRCP, 48” RGRCP, 54” RGRCP, 66” RGRCP storm drain
-
Storm drain manholes
-
Sewer Cleanout pipe material
-
Waterworks materials
EXHIBIT E
EXHIBIT E - LIST OF FINAL PLANS AND SPECIFICATIONS
•
100% Bethany Home Road Drainage Improvements Phase A - Work Package 3 – 47th Avenue
Alignment (Sheets 1-29)
o
Prepared by Stantec Consulting Services Inc.
o
100% Submittal
o
Submittal date 7/15/2023
•
100% Bethany Home Road Drainage Improvements Phase A – Work Package 3 (3S) – 47th Avenue
Alignment (Sheets 1-14)
o
Prepared by Stantec
o
100% Submittal
o
Submittal date 1/23/2025
•
Design Memo Work Package #3
o
Prepared by Stantec Consulting Services, Inc.
o
Dated July 14, 2023
•
Bethany Home Road Drainage Improvements Work Package #3 – 100% Technical Specifications
Special Provisions
o
Prepared by Stantec Consulting Services Inc.
o
100% Submittal
o
Dated July 14, 2023
•
Bethany Home Road Drainage Improvements Work Package #3 (3S)– 100% Technical Specifications
Special Provisions
o
Prepared by Stantec Consulting Services Inc.
o
100% Submittal
o
Dated January 23, 2025
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT F
Statement of All Clarifications and Assumptions (if any)
(1 pages - To be Incorporated by Amendment)
See Attached
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
GMP CLARIFICATIONS, INCLUSIONS and
EXCLUSIONS
CITY of GLENDALE
CONSTRUCTION MANAGER AT RISK for
Bethany Home Road Storm Drain Improvements Phase A - 47th Avenue Alignment
Project No. 202105
HAYDON BUILDING CORP. PROJECT NUMBER: 01-0053
NUMBER
CLARIFICATIONS, INCLUSIONS and EXCLUSIONS
1.
The 100% costs for GMP 1A Phase 1 is developed based on plans and specifications listed in Exhibit E.
2.
The Bid Item Numbers and Descriptions in the Attachment (GMP proposal) shall serve to assist in the
Clarification of a Bid Item Scope of work.
3.
The City of Glendale and MAG specifications and standards were used per plans.
4.
RCP Pipe & Precast Manhole material lead time is approximately 3-4 weeks according to Jensen, upon
approved material submittals.
5.
Waterworks material lead times from Ferguson are being requested and will be based upon approved
material submittals.
6.
Pricing is based on a construction start notice to proceed (NTP) in April 2025. If NTP is beyond 5/1/2025
pricing shall be subject to review and revision to account for current market conditions for labor,
equipment, materials, etc
EXHIBIT F
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT G
Schedule of Major Milestones
(0 pages - To be Incorporated by Amendment)
N/A
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
T H I S P A G E I S B L A N K
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
EXHIBIT H
Dispute Resolution Procedures
1.
Disputes.
1.1
Each Dispute arising out of or related to this Agreement (including Disputes
regarding any alleged breaches of this Agreement) shall be initiated and decided
under the provisions of this Exhibit.
1.2
CMAR and City shall each designate in writing to the other party, from time to
time, a member of senior management who shall be authorized to attempt to
expeditiously resolve any Dispute relating to the subject matter of this Agreement
in an equitable manner.
1.3
A party shall initiate a Dispute by delivery of written notice to the members of
management designated by the respective parties under Section 1.2 of this Exhibit.
1.4
The parties must:
(A)
Attempt to resolve all Disputes promptly, equitably and in a good faith
manner; and
(B)
Provide each other with reasonable access during normal business hours to
any and all non-privileged records, information and data pertaining to any
such Dispute.
1.5
With respect to matters concerning modification of the GMP or any schedule,
CMAR must first follow the provisions of any Claim procedure established by the
Design-Build Agreement before seeking relief under these Procedures.
2.
Emergency Arbitration.
2.1
If the parties are unable to accomplish resolution of a Dispute, the expedited
resolution of which either party considers necessary to prevent or mitigate a
material delay to the critical path of the Services (a "Time Sensitive Dispute")
within two days after the Time Sensitive Dispute has been initiated by a party, either
party may thereafter seek emergency relief before an emergency arbitrator (the
"Emergency Arbitrator") appointed as follows:
(A)
The parties will exercise best efforts to pre-select an Emergency Arbitrator
within 20 days after entering into this Agreement;
(B)
If the Emergency Arbitrator has not been selected at the time a party delivers
Notice of a Time Sensitive Dispute, the parties will each select a
representative within one day after the Notice is delivered and the two
representatives will then select the Emergency Arbitrator by the third day
following delivery of the Notice.
(C)
The Emergency Arbitrator shall be an attorney with at least ten (10) years’
experience with commercial construction legal matters in Maricopa County,
Arizona, be independent, impartial, and not have engaged in any business
for or adverse to either party for at least ten (10) years.
2.2
The Emergency Arbitrator will conduct a hearing and render a written
determination on the Dispute to both parties within five business days of the matter
being referred to him or her, all in accordance with Rules O-1 to O-8 of the
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
American Arbitration Association ("AAA") Commercial Rules-Optional Rules for
Emergency Protection Commercial Rules ("AAA Emergency Rules").
2.3
Although the hearing will be conducted using AAA rules, unless both parties agree
otherwise, this dispute process will not be administered by the AAA but will be
conducted by the parties in accordance with these procedures.
2.4
If, however, an Emergency Arbitrator has not selected within three days after
delivery of the Notice, either party may upon three days additional notice, thereafter
seek emergency relief before the AAA, in accordance with the AAA Emergency
Rules, provided that the Emergency Arbitrator meets the qualifications set forth
above.
2.5
All proceedings to arbitrate Time Sensitive Disputes shall be conducted in
Glendale, Arizona.
2.6
Presentation, request for determination (i.e., a party’s prayer), and the Emergency
Arbitrators decision will adhere to the procedures required in Section 3.6 of this
Exhibit.
2.7
The finding of the Emergency Arbitrator with respect to any Time Sensitive
Dispute will be binding upon the parties on an interim basis during progress of the
Services, subject to review de novo by arbitration after the Project Substantial
Completion Date.
2.8
The time and extent of discovery will be as determined by the Emergency
Arbitrator.
(A)
Discovery orders of the Emergency Arbitrator will consider the time
sensitivity of the matter and the parties desire to resolve the issue in the
most time and costs efficient manner;
(B)
The parties are obligated to cooperate fully and completely in the provision
of documents and other information, including joint interviews of
individuals with knowledge such that the matter moves toward resolution
in the most time and costs efficient manner and the Emergency Arbitrator
is empowered to fashion any equitable penalty against a party that fail to
meet this obligation.
3.
Non-Emergency Arbitration.
3.1
Except as provided in Section 5 of this Exhibit, any Dispute that is either a non-
emergency Dispute that has not been resolved by negotiation, or a de novo review
of an AAA emergency arbitration will be decided by binding arbitration by a panel
of three arbitrators in accordance with, but not necessarily administered by, the
Construction Industry Rules of the AAA.
(A)
The parties shall each select an arbitrator within 15 days after notice that a
party desires to resolve a dispute by arbitration.
(B)
The two arbitrators shall then each select a third arbitrator. If an arbitrator
is not selected within any such 15 day period, then the arbitrator shall be
appointed by the AAA.
3.2
The arbitrator(s) shall meet the qualifications of Emergency Arbitrators as provided
in Section 2 of this Exhibit.
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
3.3
The arbitrators do not have the authority to consider or award punitive damages as
part of the arbitrators' award.
3.4
In connection with such arbitration, each party shall be entitled to conduct up to
five depositions, and, no less than 90 days prior to the date of the arbitration hearing,
each party shall deliver to the other party copies of all documents in the delivering
party's possession that are relevant to the dispute.
3.5
The arbitration hearing shall be held within 150 days of the appointment of the
arbitrators.
3.6
At the arbitration hearing, each party will argue its position to the arbitrators in
support of one proposed resolution to the dispute (a “Proposed Resolution”).
(A)
Each party’s Proposed Resolution must be fully dispositive of the dispute.
(B)
The arbitrators must select one Proposed Resolution by majority consent
and are not free to fashion any alternative resolutions.
(C)
The parties must submit their proposed resolution of the matter to the
arbitrators and the other party 15 days prior to the date set for
commencement of the arbitration proceeding.
(D)
The decision of the arbitrators will be forwarded to the parties within 15
days after the conclusion of the arbitration hearing.
(E)
The decision of the arbitration panel is final and binding on the parties and
may be entered in any court of competent jurisdiction for the purpose of
securing an enforceable judgment.
(F)
All costs and expenses associated with the arbitration, including the
reasonable legal fees and costs incurred by the prevailing party, must be
paid by the party whose position was not selected by the arbitrators.
4.
Continuing Work. Unless otherwise agreed to in writing, CMAR must continue to
perform and maintain progress of the Work during any Dispute Resolution or arbitration
proceedings, and City will continue to make payment to CMAR in accordance with the
Agreement.
5.
Exceptions.
5.1
Neither City nor CMAR are required to arbitrate any third-party claim, cross-claim,
counter claim, or other claim or defenses in any action that is commenced by a
third-party who is not obligated by contract to arbitrate disputes with City and
CMAR.
5.2
City or CMAR may commence and prosecute a civil action to contest a lien or stop
notice, or enforce any lien or stop notice (but only to the extent the lien or stop
notice the party seeks to enforce is enforceable under Arizona law), including,
without limitation, an action under A.R.S. § 33-420, without the necessity of
initiating or exhausting the procedures of this Exhibit.
5.3
This Exhibit does not apply to, and may not be construed to require arbitration of,
any claims, actions or other process undertaken, filed, or issued by the City of
Glendale Building Safety Department, Code Compliance Department, Police
Department, Fire Department, or any other agency of City acting in its
City of Glendale Standard Form Agreement Between Owner and CM@Risk (January 28, 2025)
governmental permitting, for the benefit of public health, safety, and welfare, or
other regulatory capacity.
5.4
In connection with any arbitration, the arbitrators do not have the authority to, and
may not enforce, any provision of the Federal or Arizona Rules of Civil Procedure.