Common use of COLLABORATIVE PROJECT DELIVERY Clause in Contracts

COLLABORATIVE PROJECT DELIVERY. 1.1 Owner and Participants collectively form a CPD Team to facilitate the successful planning, design, construction, and commissioning of the Projects. This CPD Team approach recognizes that each Party’s success is tied directly to the overall success of all Parties and the Project. The CPD approach and this Agreement are intended to incentivize behaviors that contribute to Project success, including: a. openly sharing information in a transparent and collaborative exchange in regard to all matters relating to the Project; b. actively promoting harmony and cooperation among all Parties and with subcontractors and subconsultants and others not parties to this Agreement; c. organizing and integrating their respective roles, responsibilities and expertise among themselves and all Project participants; d. identifying and aligning each Party’s expectations and objectives with those of all Project participants; e. committing to open communications, transparent decision making, proactive and non-adversarial interaction, problem-solving and the sharing of ideas and constructive and forward-looking critique and recommendations with all; f. regularly seeking to collaboratively improve Project scheduling, planning, design, construction, and commissioning processes; and g. at all times, proactively identifying and addressing problems to minimize adverse impacts to a Project and to each Party and making recommendations and taking actions to push the collective success of the Parties and the Project. 1.2 Each Party will propose a representative to be a part of the Project CPD Leadership Team. The initial members are . The CPD Leadership Team will work collaboratively to provide management-level leadership throughout the Project. The CPD Team will always exercise its responsibilities in the best interests of the Project, in accordance with their roles and responsibilities stated in the respective Project Contracts and with the requirements of this Agreement. CPD Leadership Team members may be changed with the consent of Owner, which will not be unreasonably withheld. 1.3 The CPD Leadership Team will participate in creating the Conditions of Satisfaction for each Project contemplated by Article 3 below. The CPD Leadership Team will meet regularly at established intervals, initially established in Article 3, to review the CPD Team’s progress in meeting the identified Project delivery goals, including the Conditions of Satisfaction, to review Project status, schedule issues, cost, quality, safety issues or problems, and to identify opportunities for improvement, and discuss the progress against the Conditions of Satisfaction and related evaluations contemplated by Article 3 of this Agreement. Because the failure to meet the Schedule in the CM Agreement creates liability for Participants under Section 4.2 below, the CPD Leadership Team will, if possible, approve the final Schedule for construction by unanimous consent. If that is not possible, the Schedule will be that agreed to between the Owner and the Construction Manager. 1.4 If a Project issue arises that requires immediate attention, any member of the CPD Leadership Team may call for a meeting on one business day’s written notice that includes a thorough description of the issues to be addressed. CPD Leadership Team meetings may be conducted through any medium the CPD Leadership Team members mutually agree upon or the Owner reasonably requires, including telephone, video, or web-conferencing. 1.5 The CPD Leadership Team will make every effort to resolve disputes under the Project Contracts. All issues that might require “ notice” or result in a “default” or other adverse action by any Party under a Project Contract will be addressed first by any involved Party to the CPD Leadership Team before acting under the applicable Project Contract, with specific factual issues and possible solutions identified for discussion. The CPD 1.6 The timely sharing of accurate and reliable information among CPD Team members and, when applicable, among other Project participants, is critical to the success of the Projects. Each CPD Leadership Team member will communicate in an open, honest, and clear manner that accurately conveys the relevant Project issues, conflicts, deliverables, or reliable commitments. Each CPD Leadership Team member will take all reasonable steps necessary to encourage the prompt communication of such information directly between the CPD Leadership Team and all separate contractors, consultants, and lower tier subcontractors and suppliers. Commented [A3]: Or Architect Commented [A2]: Or consultants 1.7 This Agreement does not and will not include as Parties any subcontractors and/or Consultants that may be selected by Construction Manager and/or Architect, with Owner’s consent as required by any CM or Architect Agreement , to provide design-assist services. With the written consent of the Owner, which will not be unreasonably withheld, Construction Manager and/or Architect may elect to create an incentive agreement and incentive pool for design-assist subcontractors or consultants, in which the Construction Manager or Architect shares any part of its interest in the Incentive Profit Pool with those parties or otherwise creates incentives in those subcontractors or consultants that are consistent with the goals of this Agreement. These agreements can include guaranteed maximum price (GMP) subcontracts with savings provisions, if approved by the Owner in writing. The Owner is not a party to any such agreement. In its discretion, and on 48 hour written notice to other CPD Leadership Team members, any Party may permit subcontractors, suppliers or other third parties to attend any CPD Leadership Team meetings or otherwise provide input to the CPD Leadership Team. 1.8 Because unspent contingency under the CM Agreement can be a source of funding for the Incentive Profit Pool as explained in Article 2 below, the CPD Leadership Team will review and discuss the use of the contingencies and analyze and promote practices that reduce the need to spend funds out of contingency. The CPD Team will endeavor to reach a consensus on whether any design/construction contingency, Owner contingency or Owner change order is the appropriate funding mechanism for unbudgeted expenses that arise during any aspect of the Project. Similarly, because buy-out savings in the CM Agreement can also be a source of additional Incentive Profit Pool funding, the CPD Leadership Team will continuously monitor value engineering and other costs savings possibilities and make recommendations on the same to the Owner. to ensure on-time 1.9 The CPD Leadership Team will give particular focus and attention to schedule compliance and problems, quality and quality control programs, and safety programs and issues. The CPD Leadership Team will use its best professional efforts delivery of each Project, and/or timely completion of any milestone dates in a Project Contract, all with the highest level of quality that is consistent with the applicable Project Contract and in a construction environment that minimizes disruption to Owner’s operations and places a premium on a “no harm” construction process. 1.10 The effectiveness of the CPD Leadership Team depends upon making and fulfilling commitments made to other Parties in the CPD Process. Each CPD Leadership Team member will have full authority to make commitments on behalf of his or her Party. The CPD Leadership Team will strive for unanimous consent on important decisions affecting performance and required actions, however, final authority on all matters addressed to the CPD Leadership Team on which decisions by Owner are required by any Contract remains with the Owner. Similarly, responsibility for work and services under the Project Contracts remains with the Party charged with responsibility thereunder. The Parties agree to be 1.11 This Article is not intended to be a comprehensive statement of all responsibilities under or goals of the CPD Program. The obligations for the CPD Program here should be read to be consistent with, and supplemental to, those in the Project Contracts. The CPD Leadership Team will develop new protocols and processes based on circumstances and Project-specific issues. All such steps will be consistent with the goals and obligations of this Article and when approved by Owner will be part of the evolving CPD Program. Commented [A6]: Note for the Project Team: make sure you thoroughly understand the profit sharing framework before agreeing to pricing/fee terms.

COLLABORATIVE PROJECT DELIVERY. 1.1 Owner and Participants collectively form a CPD Team to facilitate the successful planning, design, construction, and commissioning of the Projects. This CPD Team approach recognizes that each Party’s success is tied directly to the overall success of all Parties and the Project. The CPD approach and this Agreement are intended to incentivize behaviors that contribute to Project success, including: a. : openly sharing information in a transparent and collaborative exchange in regard to all matters relating to the Project; b. ; actively promoting harmony and cooperation among all Parties and with subcontractors and subconsultants and others not parties to this Agreement; c. ; organizing and integrating their respective roles, responsibilities and expertise among themselves and all Project participants; d. ; identifying and aligning each Party’s expectations and objectives with those of all Project participants; e. ; committing to open communications, transparent decision making, proactive and non-adversarial interaction, problem-solving and the sharing of ideas and constructive and forward-looking critique and recommendations with all; f. ; regularly seeking to collaboratively improve Project scheduling, planning, design, construction, and commissioning processes; and g. and at all times, proactively identifying and addressing problems to minimize adverse impacts to a Project and to each Party and making recommendations and taking actions to push the collective success of the Parties and the Project. 1.2 . Each Party will propose a representative to be a part of the Project CPD Leadership Team. The initial members are ______________________________. The CPD Leadership Team will work collaboratively to provide management-level leadership throughout the Project. The CPD Team will always exercise its responsibilities in the best interests of the Project, in accordance with their roles and responsibilities stated in the respective Project Contracts and with the requirements of this Agreement. CPD Leadership Team members may be changed with the consent of Owner, which will not be unreasonably withheld. 1.3 . The CPD Leadership Team will participate in creating the Conditions of Satisfaction for each Project contemplated by Article 3 below. The CPD Leadership Team will meet regularly at established intervals, initially established in Article 3, to review the CPD Team’s progress in meeting the identified Project delivery goals, including the Conditions of Satisfaction, to review Project status, schedule issues, cost, quality, safety issues or problems, and to identify opportunities for improvement, and discuss the progress against the Conditions of Satisfaction and related evaluations contemplated by Article 3 of this Agreement. Because the failure to meet the Schedule in the CM Agreement creates liability for Participants under Section 4.2 below, the CPD Leadership Team will, if possible, approve the final Schedule for construction by unanimous consent. If that is not possible, the Schedule will be that agreed to between the Owner and the Construction Manager. 1.4 . If a Project issue arises that requires immediate attention, any member of the CPD Leadership Team may call for a meeting on one business day’s written notice that includes a thorough description of the issues to be addressed. CPD Leadership Team meetings may be conducted through any medium the CPD Leadership Team members mutually agree upon or the Owner reasonably requires, including telephone, video, or web-conferencing. 1.5 . The CPD Leadership Team will make every effort to resolve disputes under the Project Contracts. All issues that might require “ notice” or result in a “default” or other adverse action by any Party under a Project Contract will be addressed first by any involved Party to the CPD Leadership Team before acting under the applicable Project Contract, with specific factual issues and possible solutions identified for discussion. The CPDCPD Leadership Team will provide recommended solutions, consistent with the goals and obligations of this Agreement and the best interests of the Project, to the involved Parties. To encourage dispute resolution under this Section, the Parties agree that any deadlines in a Project Contract for notice or other required actions, including mediation or formal dispute proceedings, prompted by the act or omission of another Party will, except in an emergency threatening personal injury or property damage, be suspended and tolled until the majority of the CPD Leadership Team determines that dispute resolution obligations under this Section have been satisfied or impasse over solutions has been declared by the aggrieved Party. The dispute resolution efforts and recommendations of the CPD Leadership Team are not binding on any Party and each Party retains all rights and remedies available under the applicable Project Contract. 1.6 The timely sharing of accurate and reliable information among CPD Team members and, when applicable, among other Project participants, is critical to the success of the Projects. Each CPD Leadership Team member will communicate in an open, honest, and clear manner that accurately conveys the relevant Project issues, conflicts, deliverables, or reliable commitments. Each CPD Leadership Team member will take all reasonable steps necessary to encourage the prompt communication of such information directly between the CPD Leadership Team and all separate contractors, consultants, and lower tier subcontractors and suppliers. Commented [A3]: Or Architect Commented [A2]: Or consultants. 1.7 This Agreement does not and will not include as Parties any subcontractors and/or Consultants that may be selected by Construction Manager and/or Architect, with Owner’s consent as required by any CM or Architect Agreement , to provide design-assist services. With the written consent of the Owner, which will not be unreasonably withheld, Construction Manager and/or Architect may elect to create an incentive agreement and incentive pool for design-assist subcontractors or consultants, in which the Construction Manager or Architect shares any part of its interest in the Incentive Profit Pool with those parties or otherwise creates incentives in those subcontractors or consultants that are consistent with the goals of this Agreement. These agreements can include guaranteed maximum price (GMP) subcontracts with savings provisions, if approved by the Owner in writing. The Owner is not a party to any such agreement. In its discretion, and on 48 hour written notice to other CPD Leadership Team members, any Party may permit subcontractors, suppliers or other third parties to attend any CPD Leadership Team meetings or otherwise provide input to the CPD Leadership Team. 1.8 Because unspent contingency under the CM Agreement can be a source of funding for the Incentive Profit Pool as explained in Article 2 below, the CPD Leadership Team will review and discuss the use of the contingencies and analyze and promote practices that reduce the need to spend funds out of contingency. The CPD Team will endeavor to reach a consensus on whether any design/construction contingency, Owner contingency or Owner change order is the appropriate funding mechanism for unbudgeted expenses that arise during any aspect of the Project. Similarly, because buy-out savings in the CM Agreement can also be a source of additional Incentive Profit Pool funding, the CPD Leadership Team will continuously monitor value engineering and other costs savings possibilities and make recommendations on the same to the Owner. to ensure on-time. 1.9 The CPD Leadership Team will give particular focus and attention to schedule compliance and problems, quality and quality control programs, and safety programs and issues. The CPD Leadership Team will use its best professional efforts to ensure on-time delivery of each Project, and/or timely completion of any milestone dates in a Project Contract, all with the highest level of quality that is consistent with the applicable Project Contract and in a construction environment that minimizes disruption to Owner’s operations and places a premium on a “no harm” construction process. 1.10 The effectiveness of the CPD Leadership Team depends upon making and fulfilling commitments made to other Parties in the CPD Process. Each CPD Leadership Team member will have full authority to make commitments on behalf of his or her Party. The CPD Leadership Team will strive for unanimous consent on important decisions affecting performance and required actions, however, final authority on all matters addressed to the CPD Leadership Team on which decisions by Owner are required by any Contract remains with the Owner. Similarly, responsibility for work and services under the Project Contracts remains with the Party charged with responsibility thereunder. The Parties agree to bebe bound by Owner decisions, subject to any appropriate Change Order requests as permitted by the relevant Contract. 1.11 This Article is not intended to be a comprehensive statement of all responsibilities under or goals of the CPD Program. The obligations for the CPD Program here should be read to be consistent with, and supplemental to, those in the Project Contracts. The CPD Leadership Team will develop new protocols and processes based on circumstances and Project-specific issues. All such steps will be consistent with the goals and obligations of this Article and when approved by Owner will be part of the evolving CPD Program. Commented [A6]: Note for the Project Team: make sure you thoroughly understand the profit sharing framework before agreeing to pricing/fee terms.

COLLABORATIVE PROJECT DELIVERY. 1.1 Owner and Participants collectively form a CPD Team to facilitate the successful planning, design, construction, and commissioning of the Projects. This CPD Team approach recognizes that each Party’s success is tied directly to the overall success of all Parties and the Project. The CPD approach and this Agreement are intended to incentivize behaviors that contribute to Project success, including: a. openly sharing information in a transparent and collaborative exchange in regard to all matters relating to the Project; b. actively promoting harmony and cooperation among all Parties and with subcontractors and subconsultants and others not parties to this Agreement; c. organizing and integrating their respective roles, responsibilities and expertise among themselves and all Project participants; d. identifying and aligning each Party’s expectations and objectives with those of all Project participants;all e. committing to open communications, transparent decision making, proactive and non-adversarial interaction, problem-solving and the sharing of ideas and constructive and forward-looking critique and recommendations with all; f. regularly seeking to collaboratively improve Project scheduling, planning, design, construction, and commissioning processes; and g. at all times, proactively identifying and addressing problems to minimize adverse impacts to a Project and to each Party and making recommendations and taking actions to push the collective success of the Parties and the Project. 1.2 Each Party will propose a representative to be a part of the Project CPD Leadership Team. The initial members are . The CPD Leadership Team will work collaboratively to provide management-level leadership throughout the Project. The CPD Team will always exercise its responsibilities in the best interests of the Project, in accordance with their roles and responsibilities stated in the respective Project Contracts and with the requirements of this Agreement. CPD Leadership Team members may be changed with the consent of Owner, which will not be unreasonably withheld. 1.3 The CPD Leadership Team will participate in creating the Conditions of Satisfaction for each Project contemplated by Article 3 below. The CPD Leadership Team will meet regularly at established intervals, initially established in Article 3, to review the CPD Team’s progress in meeting the identified Project delivery goals, including the Conditions of Satisfaction, to review Project status, schedule issues, cost, quality, safety issues or problems, and to identify opportunities for improvement, and discuss the progress against the Conditions of Satisfaction and related evaluations contemplated by Article 3 of this Agreement. Because the failure to meet the Schedule in the CM Agreement creates liability for Participants under Section 4.2 below, the CPD Leadership Team will, if possible, approve the final Schedule for construction by unanimous consent. If that is not possible, the Schedule will be that agreed to between the Owner and the Construction Manager. 1.4 If a Project issue arises that requires immediate attention, any member of the CPD Leadership Team may call for a meeting on one business day’s written notice that includes a thorough description of the issues to be addressed. CPD Leadership Team meetings may be conducted through any medium the CPD Leadership Team members mutually agree upon or the Owner reasonably requires, including telephone, video, or web-conferencing. 1.5 The CPD Leadership Team will make every effort to resolve disputes under the Project Contracts. All issues that might require “ notice” or result in a “default” or other adverse action by any Party under a Project Contract will be addressed first by any involved Party to the CPD Leadership Team before acting under the applicable Project Contract, with specific factual issues and possible solutions identified for discussion. The CPD 1.6 The timely sharing of accurate and reliable information among CPD Team members and, when applicable, among other Project participants, is critical to the success of the Projects. Each CPD Leadership Team member will communicate in an open, honest, and clear manner that accurately conveys the relevant Project issues, conflicts, deliverables, or reliable commitments. Each CPD Leadership Team member will take all reasonable steps necessary to encourage the prompt communication of such information directly between the CPD Leadership Team and all separate contractors, consultants, and lower tier subcontractors and suppliers. Commented [A3]: Or Architect Commented [A2]: Or consultants. 1.7 This Agreement does not and will not include as Parties any subcontractors and/or Consultants that may be selected by Construction Manager and/or Architect, with Owner’s consent as required by any CM or Architect Agreement , to provide design-assist services. With the written consent of the Owner, which will not be unreasonably withheld, Construction Manager and/or Architect may elect to create an incentive agreement and incentive pool for design-assist subcontractors or consultants, in which the Construction Manager or Architect shares any part of its interest in the Incentive Profit Pool with those parties or otherwise creates incentives in those subcontractors or consultants that are consistent with the goals of this Agreement. These agreements can include guaranteed maximum price (GMP) subcontracts with savings provisions, if approved by the Owner in writing. The Owner is not a party to any such agreement. In its discretion, and on 48 hour written notice to other CPD Leadership Team members, any Party may permit subcontractors, suppliers or other third parties to attend any CPD Leadership Team meetings or otherwise provide input to the CPD Leadership Team.hour 1.8 Because unspent contingency under the CM Agreement can be a source of funding for the Incentive Profit Pool as explained in Article 2 below, the CPD Leadership Team will review and discuss the use of the contingencies and analyze and promote practices that reduce the need to spend funds out of contingency. The CPD Team will endeavor to reach a consensus on whether any design/construction contingency, Owner contingency or Owner change order is the appropriate funding mechanism for unbudgeted expenses that arise during any aspect of the Project. Similarly, because buy-out savings in the CM Agreement can also be a source of additional Incentive Profit Pool funding, the CPD Leadership Team will continuously monitor value engineering and other costs savings possibilities and make recommendations on the same to the Owner. to ensure on-time. 1.9 The CPD Leadership Team will give particular focus and attention to schedule compliance and problems, quality and quality control programs, and safety programs and issues. The CPD Leadership Team will use its best professional efforts to ensure on-time delivery of each Project, and/or timely completion of any milestone dates in a Project Contract, all with the highest level of quality that is consistent with the applicable Project Contract and in a construction environment that minimizes disruption to Owner’s operations and places a premium on a “no harm” construction process. 1.10 The effectiveness of the CPD Leadership Team depends upon making and fulfilling commitments made to other Parties in the CPD Process. Each CPD Leadership Team member will have full authority to make commitments on behalf of his or her Party. The CPD Leadership Team will strive for unanimous consent on important decisions affecting performance and required actions, however, final authority on all matters addressed to the CPD Leadership Team on which decisions by Owner are required by any Contract remains with the Owner. Similarly, responsibility for work and services under the Project Contracts remains with the Party charged with responsibility thereunder. The Parties agree to be 1.11 This Article is not intended to be a comprehensive statement of all responsibilities under or goals of the CPD Program. The obligations for the CPD Program here should be read to be consistent with, and supplemental to, those in the Project Contracts. The CPD Leadership Team will develop new protocols and processes based on circumstances and Project-specific issues. All such steps will be consistent with the goals and obligations of this Article and when approved by Owner will be part of the evolving CPD Program. Commented [A6]: Note for the Project Team: make sure you thoroughly understand the profit sharing framework before agreeing to pricing/fee terms.