AIA Document C132–2019 provides the agreement between the owner and the construction manager, a single entity who is separate and independent from the architect and the contractor, and who acts as an adviser (CMa) to the owner throughout the course of the project, beginning in the preconstruction phase. AIA Document C132–2019 is coordinated for use with AIA Document B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition.
Both C132–2019 and B132–2019 are based on the premise that there will be multiple construction contractors whose contracts with the owner will be administered by the construction manager and the architect under AIA Document A232™–2019. AIA Document C132–2019 is not coordinated with, and should not be used with documents where the construction manager acts as the constructor for the project, such as in AIA Document A133™–2019 or A134™–2019.
AIA Document C132–2019 is a standard form of agreement between the Owner and the Construction Manager and may be used on construction management projects for Preconstruction Phase and Construction Phase services, where the Construction Manager is only acting as an adviser and not also as a constructor. If the Construction Manager is to perform construction work, a different agreement form should be used, such as AIA Document A133–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price or A134–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price.
C132-2019 is intended for use on Projects where there is more than one Contractor. However, it may also be used for Projects where there is only one Contractor. Although modifications to the document are not required in that situation, users may wish to consider deleting or modifying the following sections to provide greater clarity in Projects involving only one Contractor: 3.2.13, 3.3.7, 184.108.40.206.2, 3.3.13, 3.3.19, 220.127.116.11, and 3.3.26.
AIADocument C132–2019 is intended to be used in conjunction with the following documents:
A232–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, which is incorporated by reference;
A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; and
B132–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition.
Before transmitting Instruments of Service or other information in digital form, parties should establish protocols for that transmission using AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit. If the Owner intends to pursue a Sustainable Objective, the parties should identify the Sustainable Objective in C132 and use AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, to establish the process for creating a Sustainability Plan that will define the parties’ responsibilities for pursuing the Sustainable Objective.
Additionally, the AIA publishes A533™ Guide for Supplementary Conditions, Construction Manager as Adviser Edition, which discusses other topics that may be of interest, and provides model language.
AIA Document C132–2019 contains a number of significant format and content changes from C132–2009. Article 1, Initial Information, has been expanded for clarity and to include the requirements to identify the Owner’s Sustainable Objective and to develop protocols for digital practice and building information modeling. Article 4 has been retitled Supplemental and Additional Services. C132-2009 included two types of Additional Services: 1) Additional Services that were identified and contracted for at the time the Agreement was executed, and 2) Additional Services that arose as the Project proceeded. To avoid the potential confusion caused by having two types of Additional Services, C132-2019 has re-categorized the first type of Additional Services as Supplemental Services. Accordingly, in C132-2019, Supplemental Services refers to services that are not included as Basic Services but that are identified as the Construction Manager’s responsibility at the time the Agreement is executed. Additional Services now refer only to those services that may arise as the Project proceeds.
There are many other changes to foster clarity in the Owner-Construction Manager as Adviser agreement as well. Described below are highlights of major changes in C132-2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser.
Throughout. References in C132–2019 to the General Conditions refer specifically to A232–2019.
Article 1 - Initial Information
§ 1.1.7 Sustainable Objective. Sustainable design and construction continues to rapidly evolve as owners are increasingly interested in incorporating sustainable features into projects. C132-2019 addresses current industry practices relating to sustainable design. Section 1.1.7 requires the Owner to identify any anticipated Sustainable Objective it may have for the Project. The Sustainable Objective is the Owner’s goal of incorporating Sustainable Measures into the design, construction, maintenance and operations of the Project to achieve a Sustainability Certification or other benefit to the environment, to enhance the health and well-being of building occupants, or to improve energy efficiency. If the Owner identifies a Sustainable Objective, the parties will incorporate AIA Document E235–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition into the Agreement to establish a process for creating a Sustainability Plan that will clearly define the parties’ responsibilities in terms of pursuing the Sustainable Objective. For more information on participating on a project with a Sustainable Objective, please see AIA Document D503™, Guide for Sustainable Projects.
§ 1.3 Use of Digital Data. This section requires the development of protocols for the transmission of Instruments of Service or other data in digital form through the use of AIA Document E203–2013, Building Information Modeling and Digital Data Exhibit.
§ 1.3.1 This section requires the parties to develop protocols for the use of, and reliance on, a building information model or portion thereof. Use of, or reliance on, a building information model without established protocols will be at the using or relying parties’ sole risk. This provision requires the use of AIA Documents E203–2013 and G202™–2013, Project Building Information Modeling Protocol Form, for the establishment of these protocols. For more information on using the AIA’s Digital Practice Documents, including E203–2013 and G202–2013, please see Guide, Instructions and Commentary to the 2013 AIA Digital Practice Documents.
§ 1.4 Section 1.4 has been added to provide a definition of the term “Contractors,” which is used throughout the document rather than the term “Multiple Prime Contractors,” which is used in C132-2009.
Article 2 - Construction Manager’s Responsibilities
§ 2.9 This section provides that assistance in establishing building information modeling and digital data protocols for the Project is now within the Construction Manager’s scope of services.
§ 2.10 This section specifies that a centralized electronic document management system will be used on the Project, and that the Construction Manager will be responsible for managing and maintaining the system. A fill point is provided to customize the system requirements.
Article 3 - Scope of Construction Manager’s Basic Services
§ 3.2 Preconstruction Phase.
§ 3.2.5 This section provides greater detail on the scope of the Construction Manager’s update of the project schedule.
§ 3.2.8 This provision expands the scope of the Construction Manager’s review of Contractors’ recommendations for systems, materials, or equipment for the impact upon cost, schedule, sequencing, constructability, and coordination among the Contractors.
§ 3.2.19 The Construction Manager’s scope of services in the procurement phase has been expanded to include assistance with development of the Bidding Documents.
§ 3.2.25 This section includes the Construction Manager’s responsibility to fulfill its Preconstruction Phase responsibilities as required in AIA Document E235™–2018, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, if the Owner identified a Sustainable Objective in Article 1.
§ 3.3 Construction Phase.
§ 3.3.5 The Construction Manager is required to review and analyze the construction schedules provided by the Contractors as part of updating the Project schedule.
§ 3.3.6 In addition to scheduling and conducting meetings, the Construction manager is expected to play an integral part in developing solution to issues.
§ 3.3.7 The Construction Manager is required to review and analyze the construction schedules provided by the Contractors to schedule and coordinate the sequence of construction and assignment of space.
§ 3.3.8 In addition to coordinating tests and inspections, the Construction Manager is required to observe on-site testing and inspections.
§ 18.104.22.168 This provision requires that the Construction Manager review submittals by Contractors’ design professionals for sequencing, constructability, and coordination impacts on the other Contractors, and that the Construction Manager discuss its findings with the Owner and the Architect, and coordinate resolution of any such impacts
§ 22.214.171.124 The Construction Manager is required to collect, review for accuracy, and compile the Contractors’ daily logs; and include them in the Construction Manager’s monthly reports.
§ 3.3.26 This section has been edited to require theConstruction Manager to perform an inspection, following issuance of a Certificate of Substantial Completion of the Work, to confirm the completion of the Work of the Contractors and make recommendations to the Architect when the Work of all of the Contractors is ready for final inspection.
Article 4 - Supplemental and Additional Services
Article 4 has been revised, as discussed above, to distinguish between Supplemental Services that are identified as the Construction Manager’s responsibility at the time the Agreement is executed; and Additional Services that may arise as the Project proceeds.
Article 5 - Owner’s Responsibilities
§ 5.15 Direct Communications. Language has been added clarifying that the Architect must be directly involved in any communications that relate to or affect the Architect’s services or professional responsibilities on the Project. To the extent direct communications between the Owner and Construction Manager otherwise occur, the Owner is required to subsequently notify the Architect as to the substance of any such communications relating to the Project.
Article 6 - Cost of the Work
§ 6.4 - 6.6 These sections have been edited to clarify the Construction Manager’s obligation to update the cost estimate if the bids or proposals received from the Contractors exceed the Owner’s budget, and the Owner chooses to make revisions to reduce the Cost of the Work.
Article 9 - Termination or Suspension
§ 9.6 Costs Attributable to Termination. This provision has been revised to clarify that costs payable to the Construction Manager under a termination for convenience include costs attributable to termination of consultant agreements.
§ 9.7 Termination Fee. A fill-point has been added for the parties to identify the termination fee that the Owner would pay to the Construction Manager in the event of a termination for convenience or if the Construction Manager terminates because of an extended suspension of the Project.
§ 9.8 One-year Termination. A provision was added that terminates the Agreement one year from the date of Substantial Completion, unless otherwise stated in the Agreement. There are several provisions in the Agreement where the terms and conditions will survive Termination of the Agreement.
Dispute Resolution—Mediation and Arbitration.
This document contains provisions for mediation and arbitration of claims and disputes. Mediation is a non-binding process, but is mandatory under the terms of this agreement. Arbitration may be mandatory under the terms of this agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.
The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain copies of the applicable mediation or arbitration rules, contact the American Arbitration Association at (800) 778-7879 or visit the website at adr.org.