35 English

ASSOCIATION OF CONSULTING ENGINEERING COMPANIES–CANADA
DOCUMENT NO. 35 - 2013
PROJECT MANAGEMENT AGREEMENT BETWEEN CLIENT AND

PROJECT MANAGER
Rights and Privileges
This document is published under copyright by the Association of

Consulting Engineering Companies–Canada (ACEC). Permission is
granted exclusively to ACEC members to copy and/or distribute this
document for its intended use. Users contemplating changes to the
agreement outlined in this document may, and are encouraged to, append
supplementary conditions to the document.
Users are advised to first consult with legal counsel prior to agreeing to any 1985
changes to the agreement outlined in this document. Revised 2013
ACEC Document 35 – 2013
INTRODUCTION TO DOCUMENT 35 - PROJECT MANAGEMENT AGREEMENT

BETWEEN CLIENT AND PROJECT MANAGER
Document 35 is a flexible agreement whereby an Owner, who may not have sufficient development
knowledge, expertise or experience, may retain a Project Manager to manage a residential, commercial or
industrial construction project in either the private or public sectors.
Document 35 may be used in conjunction with several methods of construction, including traditional
contract delivery projects with a general contractor performing, coordinating and supervising the work or
for projects following a construction management structure, or for design-build projects.
Under a classic hierarchical project, an Owner – assisted if required by a Project Manager - would retain
architects and engineers to design the work and then, often through a competitive bidding process, engage
a general contractor to build the project under a fixed price, unit-price or cost-plus prime contract. Under
the construction management (CM) method, an Owner – assisted if required by a Project Manager -
would retain architects and engineers to design the work and then, with the assistance of the CM, engage
multiple specialty contractors, coordinated by the CM to build the project. Under the design-build
concept, whether structured as a traditional Design Build (DB), Engineering, Procurement and
Construction (EPC), Engineering, Procurement and Construction Management (EPCM) or Public-Private
Partnership (PPP) project, an Owner – most likely assisted by a Project Manager - takes the project from
the initial planning phase through construction to completion.
The role of a Project Manager differs from the more limited role of a construction manager, although
much confusion abounds in the construction industry regarding the distinction between them. A
‘construction manager’ tends to describe a person who is focused on construction activities, whereas a
‘project manager’ tends to be involved in the management of all elements of a project, from the initial
project planning phase through detailed design to construction and other related activities (such as
feasibility and long range planning).. A construction manager may be involved in planning and design
phases, but usually only to the extent of providing advice on constructability and cost issues. The Services
under this Agreement can easily encompass the expanded role of a Project Manager or be contracted to
mirror the traditional role of a construction manager.
The Schedules included in Document 35 are modular and may be tailored for various types of projects
where an Owner needs the professional assistance of a Project Manager. Schedule A – PROJECT
MANAGER’S SCOPE OF SERVICES is a listing of typical services that may be applicable for most
types of design-bid-build projects and, by simple exclusions, can be tapered for construction projects that
use other contracting arrangements. Schedule B – FEES AND REIMBURSABLE EXPENSES also is
adjustable for all these situations. Users may fine-tune these flexible Schedules in the fields allotted for
changes within the Schedules or users may replace them by means of their own scope of services and fee
schedules.
Quite importantly, Document 35 assumes that the Project Manager WILL NOT PROVIDE design or site
supervision services and WILL NOT PERFORM any construction activities. This avoids putting the
Project Manager – who is a limited agent of the Owner – into an inherent conflict of interest position,
which would likely happen if the Project Manager were to be given concurrent design or site supervision
or construction responsibilities.
Document 35 is designed for an Owner who retains a professional engineer to provide the Project
management functions contained in Document 35. It is not designed for use by non-engineers. For
instance, the insurance and liability provisions are not suitable for non-professionals who may not have
professional liability insurance coverage. Users are cautioned to obtain legal, insurance and
professional advice before considering any changes to the General Conditions. In particular,
Engineers are cautioned that modifying General Conditions may affect professional liability
insurance coverage.
Document 35 is part of a suite of ACEC documents based in form and structure upon ACEC Document
31 2009 (Engineering Agreement between Client and Engineer). However, the content differs
significantly in some areas, as previously suggested. The ACEC document format adopts some features of
Canadian Construction Documents Committee (CCDC) documents, namely the use of the three parts:
Agreement Form, Definitions and General Conditions. Schedule A – PROJECT MANAGER’S SCOPE
OF SERVICES and Schedule B – FEES AND REIMBURSABLE EXPENSES form a fourth part.
Definitions in ACEC documents track, to the extent possible, those used in CCDC documents. As is the
case with the entire ACEC suite of contract documents, users should modify the printed text of the
Agreement Form, Definitions and General Conditions only by means of separate Supplementary
Conditions where it is necessary to take into account project specific issues.
***
TABLE OF CONTENTS
AGREEMENT ......................................................................1 GENERAL CONDITIONS ................................................. 9

A-1 The Services............................................................1 Part 1 Agreement Documents................................................. 9
A-2 Agreement and Amendments..................................2 Part 2 Law of the Contract ..................................................... 9
A-3 Project Management Agreement Documents..........2 Part 3 Rights and Remedies.................................................. 10
A-4 Fees and Reimbursable Expenses ...........................2 Part 4 Assignment ................................................................ 10
A-5 Payment ..................................................................3 Part 5 Project Manager’s Responsibilities............................ 10
A-6 Notices ....................................................................3 Part 6 Client’s Responsibilities ............................................ 12
A-7 Language of the Contract ........................................4 Part 7 Estimates.................................................................... 13
A-8 Succession...............................................................4 Part 8 Termination and Suspension...................................... 14
Part 9 Project Ownership, Identification and Confidentiality16
DEFINITIONS......................................................................6 Part 10 Insurance and Liability ............................................ 16
1. Construction Contract .............................................6 Part 11 Dispute Resolution................................................... 17
2. Construction Contract Documents ..........................6 Part 12 Payment ................................................................... 18
3. Construction Cost....................................................6 Part 13 Severability .............................................................. 19
4. Consultant ...............................................................6
5. Contractor ...............................................................6 SCHEDULE A - PROJECT MANAGER’S SCOPE OF
6. Fees.........................................................................6 SERVICES........................................................................ A-1
7. Notice......................................................................7
8. Place of the Work....................................................7 SCHEDULE B – FEES AND REIMBURSABLE
9. Project .....................................................................7 EXPENSES ....................................................................... B-1
10. Project Budget.........................................................7
11. Project Management Agreement.............................7
12. Project Time............................................................7
13. Reimbursable Expenses ..........................................8
14. Services...................................................................8
15. Suspension Expenses ..............................................8
16. Termination Expenses.............................................8
17. Value Added Taxes.................................................8
18. Work .......................................................................8
19. Working Day...........................................................8
ACEC Document 35 – 2013 1 of 19
PROJECT MANAGEMENT AGREEMENT BETWEEN CLIENT AND PROJECT MANAGER
dated as of the day of , 20 .
by and between:
(Insert legal name and address)

hereinafter called the “Client”
and:
(Insert legal name and address)

hereinafter called the “Project Manager”.
AGREEMENT
The Client and Project Manager agree as follows:
A-1 THE SERVICES
1.1 The Project Manager will provide Services in connection with the following Project:
(Insert a short description of the Project)
The location of the Project (the “Place of the Work”) is as follows:
(Insert the address, location or legal description of the site of the Work)
1.2 The Project Manager will provide Services for the Project in accordance with Schedule A –
PROJECT MANAGER’S SCOPE OF SERVICES.
1.3 Any change to the Services listed in Schedule A – PROJECT MANAGER’S SCOPE OF
SERVICES will be made by written order signed by both parties identifying the change plus
adjustments, if any, to the Project Manager’s Fees and Reimbursable Expenses and time for
completion of the Services.
A-2 AGREEMENT AND AMENDMENTS
2.1 This Project Management Agreement constitutes the entire agreement between the Client and the
Project Manager relating to the Project, and supersedes all prior agreements between them,
whether written or oral, respecting the Services. No other terms, conditions or warranties, whether
express or implied, form a part of this Project Management Agreement.
2.2 This Project Management Agreement may be amended only by a written document signed by
both the Client and the Project Manager.
A-3 PROJECT MANAGEMENT AGREEMENT DOCUMENTS
3.1 The following sections and documents form part of and are incorporated into the Project
Management Agreement:
Agreement
Definitions
General Conditions
Schedule A - PROJECT MANAGER’S SCOPE OF SERVICES
Schedule B - FEES AND REIMBURSABLE EXPENSES
Other documents:
*
* (Insert here, attaching additional pages if required, a list of all other sections and documents, including
any supplementary conditions, other schedules and lists that are to be incorporated into the Project
Management Agreement.)
A-4 FEES AND REIMBURSABLE EXPENSES
4.1 The Fees for the Services of the Project Manager are set forth in Schedule B – FEES AND
REIMBURSABLE EXPENSES.
4.2 Reimbursable Expenses are the costs and charges identified in Schedule B – FEES AND
REIMBURSABLE EXPENSES that are incurred by the Project Manager in performing the
Services.
A-5 PAYMENT
5.1 The Client will pay to the Project Manager the Fees and Reimbursable Expenses set out in this
Project Management Agreement.
5.2 The Project Manager will issue monthly invoices for Fees and Reimbursable Expenses, together
with applicable Value Added Taxes.
5.3 The Project Manager’s invoices are due when presented. Invoices unpaid by the Client 30 days
after presentation will bear interest of % per annum calculated monthly.
A-6 NOTICES
6.1 A Notice will be addressed to the recipient at the address set out below. The delivery of a Notice
will be by personal delivery, receipted courier delivery or by facsimile. A Notice delivered by one
party in accordance with this Project Management Agreement will be deemed to have been
received by the other party on the first Working Day after actual delivery. An address for a party
may be changed by Notice to the other party setting out the new address in accordance with this
Article.
6.2 Although the parties may use electronic communications for the purposes of general
communication, e-mail will not be used for delivery of a Notice.
6.3 The addresses for the parties are as follows:
Client*
(name of Client)*
(address)
(facsimile number)
Project Manager*
(name of Project Manager)*
(address)
(facsimile number)
*(If it is intended that a specific individual or officer must receive the Notice, indicate that individual’s
name and/or office.)
A-7 LANGUAGE OF THE CONTRACT
7.1 (For use in the Province of Quebec.) The parties confirm their wish that this Project Management
Agreement as well as any other related documents including future amendments, Notices and
correspondence be drawn in English. Parts of the Project Management Agreement may be
included as available in English or in French or both, according to the language or languages in
which they originally were drawn.
Les parties confirment leur volonté que cette convention de gestion du projet de même que tous
les documents s’y rattachant, y compris tous amendements, avis et correspondance futures, soient
rédigés en anglais. Des portions de cette convention sont incluses telles que disponibles, soit en
français ou en anglais ou les deux, selon la langue ou les langues dans lesquelles la portion
pertinente de cette convention aura été rédigée à l’origine.
A-8 SUCCESSION
8.1 This Project Management Agreement will inure to the benefit of and be binding upon the parties,
and upon their executors, administrators, successors and permitted assigns.
(Signatures next follow)

IN WITNESS WHEREOF the parties hereto have executed this Project Management Agreement as of
the day and year first above written.
CLIENT WITNESS
(only required where the Client is an
individual)
name of Client
signature signature
name and title of person signing name and title of person signing
signature signature
PROJECT MANAGER WITNESS

(only required where the Project Manager is an
individual)
name of Project Manager
signature signature
signature signature
Where legal jurisdiction, local practice, or Client or Project Manager requirements calls for:
(a) proof of authority to execute this document, attach such proof of authority in the form of a certified copy of
a resolution naming the representative(s) authorized to sign the Project Management Agreement for and on
behalf of the corporation or partnership; or
(b) the affixing of a corporate seal, this Project Management Agreement should be properly sealed.
DEFINITIONS
1. Construction Contract
Construction Contract means a contract between the Client and a Contractor for the performance
of some or all of the Work by the Contractor.
2. Construction Contract Documents

Construction Contract Documents means all documents relating to the Work issued by or through
the Consultants that are incorporated into the Construction Contract and all variations and
modifications issued by or approved by the Consultants.
3. Construction Cost
Construction Cost means the total cost to the Client of the Work, and includes:
(a) all materials, equipment, labour, Value Added Taxes, Contractor’s overhead and profit
provided in accordance with the Construction Contract Documents;
(b) the cost of all installations for the Project carried out by parties other than the
Contractor;
(c) the cost of all Work carried out under the Construction Contracts;
(d) refunds or sales tax exemptions on any materials or equipment, or both;
(e) the cost of Work carried out by direct labour or direct purchase of materials or
equipment by the Client at prevailing prices;
(f) the value of new or old materials provided by the Client;
(g) the value of all deletions made by the Client from the Work after the Project Manager
has completed a design for the deleted items as a part of the Work; and
(h) the value of any monetary damages or set offs retained by the Client from the
Contractor with respect to the Work.
4. Consultant
Consultant means a registered or licensed professional engineer or professional architect or other
specialist engaged directly by the Client. Where the context permits, the expression Consultant
may be extended to include sub-consultants or service providers directly engaged by the
Consultant.
5. Contractor
Contractor means a person or entity contracting with the Client to perform some or all of the
Work.
6. Fees
Fees means those fees that are identified in Schedule B – FEES AND REIMBURSABLE
EXPENSES and which are payable by the Client to the Project Manager.
7. Notice
Notice means a written communication between the parties that is delivered in accordance with
the provisions of Article A-6 –NOTICES. Use of the verb “to notify” means to send a Notice in
the above manner.
8. Place of the Work

Place of the Work means the designated site or location of the Work identified in this Project
Management Agreement.
9. Project
Project means the total endeavour contemplated in this Project Management Agreement of which
the Service, the services of the Consultant and the Work may be the whole or a part.
10. Project Budget

Project Budget means the estimate of the probable cost of the Project and includes:
(a) Construction Costs;
(b) the costs of labour, services and materials (such as equipment, furniture or fixtures) that
do not form a part of Construction Contracts but which form part of the Project;
(c) Fees and Reimbursable Expenses of the Project Manager;
(d) the fees and reimbursable expenses of Consultants;
(e) the salary and administrative costs of the Client directly related to the Project;
(f) the cost of land and any related rights, easements or servitudes;
(g) the cost of approvals, applications and permits and the services performed to obtain
such approvals, applications and permits; and
(h) other Project costs identified as such prior to the execution of this Project Management
Agreement or as mutually agreed upon by the Client and the Project Manager.
but excludes any estimates of the costs of financing, profit, return on capital, return on investment
or any forecasts of economic return associated with the execution of the Project.
11. Project Management Agreement

Project Management Agreement means this agreement between the Client and the Project
Manager, including all of the documents identified in Article A-3 PROJECT MANAGEMENT
AGREEMENT DOCUMENTS and any amendments thereto.
12. Project Time

Project Time means the period from the Notice from the Client to the Project Manager to proceed
with the Services until the delivery of the Services has been completed but in no case longer than
two years beyond the date that the Project is ready for use or is being used for the purpose
intended unless mutually agreed otherwise by the Client and the Project Manager.
13. Reimbursable Expenses

Reimbursable Expenses means those expenses that are identified in Schedule B – FEES AND
REIMBURSABLE EXPENSES and which are payable by the Client to the Project Manager.
14. Services
Services means the services identified in Schedule A – PROJECT MANAGER’S SCOPE OF
SERVICES, and includes any other Services added by the parties in accordance with paragraph
1.3 of Article A-1 SERVICES.
15. Suspension Expenses

Suspension Expenses means expenses incurred by the Project Manager, including demobilization
and remobilization expenses, which are directly attributable to suspension of the Services by the
Client.
16. Termination Expenses

Termination Expenses means expenses incurred by the Project Manager which are directly
attributable to termination of the Services and include the Project Manager’s expenses reasonably
and necessarily incurred in winding down the Services.
17. Value Added Taxes

Value Added Taxes means such sum as levied upon the Fee, Reimbursable Expenses or the Work
by a Federal, Provincial or Territorial Government and is computed as a percentage of the same
and includes the Goods and Services Tax, the Quebec Sales Tax, the Harmonized Sales Tax, and
any similar tax, the payment or collection of which is imposed by legislation.
18. Work
Work means the total construction and related services required by the Construction Contracts.
19. Working Day

Working Day means a day other than a Saturday, Sunday, statutory holiday or statutory vacation
day that is observed by the construction industry in the area of the Place of the Work. Reference
to a day, other than a Working Day, indicates a calendar day.
GENERAL CONDITIONS
PART 1 AGREEMENT DOCUMENTS
GC 1.1 If there is a conflict within the Project Management Agreement, the order of priority of the
documents which make up the Project Management Agreement, from highest to lowest, will
be:
(a) Agreement;
(b) Definitions;
(c) Any supplementary conditions to the General Conditions;
(d) General Conditions;
(e) Schedule A – PROJECT MANAGER’S SCOPE OF SERVICES;
(f) Schedule B – FEES AND REIMBURSABLE EXPENSES;
(g) Other schedules to the Project Management Agreement.
GC 1.2 The documents which make up the Project Management Agreement are complementary, and
what is required by any one will be as binding as if required by all.
GC 1.3 Words and abbreviations with well-known technical or trade meanings are used in the Project
Management Agreement in accordance with such recognized meanings.
GC 1.4 References in the Project Management Agreement to the singular will be considered to
include the plural as the context requires.
GC 1.5 References in the Project Management Agreement to regulations and codes are considered to
be references to the latest published version as of the signature date of the Project
Management Agreement, unless otherwise indicated.
PART 2 LAW OF THE CONTRACT
GC 2.1 The law of the Place of the Work will govern the interpretation of the Project Management
Agreement.
GC 2.2 The Client acknowledges receipt of sufficient information from the Project Manager,
including information concerning the Fees and Services of the Project Manager, so as to
allow the Client to assess the nature, extent and cost of the Services of the Project Manager
and the obligations which the Client assumes under this Project Management Agreement.
PART 3 RIGHTS AND REMEDIES
GC 3.1 Except as expressly provided in the Project Management Agreement, the duties and
obligations imposed by the Project Management Agreement and the rights and remedies
available thereunder will be in addition to and not a limitation of any duties, obligations,
rights, and remedies otherwise imposed or available by law.
GC 3.2 No action or failure to act by the Client or Project Manager will constitute a waiver of a right
or duty afforded or imposed under this Project Management Agreement, except as may be
specifically specified in writing.
PART 4 ASSIGNMENT
GC 4.1 Neither party may assign this Project Management Agreement in whole or part without the
written consent of the other, which consent will not be unreasonably withheld.
PART 5 PROJECT MANAGER’S RESPONSIBILITIES
GC 5.1 The Project Manager will act as the agent of the Client and, except as limited in this Project
Management Agreement and subject to the legal obligations prescribed by law, will have full
authority to plan, procure, organize and manage the contracts for Contractors and
Consultants for the Project on behalf of the Client in accordance with this Project
Management Agreement. The Project Manager will keep the Client generally informed on all
matters relating to the planning, development, design, procurement, construction and other
aspects of the Project.
GC 5.2 The Project Manager will provide the Services in accordance with this Project Management
Agreement and with the degree of care, skill, and diligence normally provided by project
managers in the performance of comparable services in respect of projects of a similar nature
to that contemplated by this Project Management Agreement.
The Project Manager will promptly notify the Client of any event or situation which
significantly impairs the Project Manager’s ability to perform the Services in whole or in part
under this Project Management Agreement.
GC 5.3 The Project Manager will maintain records of Reimbursable Expenses and time records for
Services performed for which the Fee is computed on an hourly basis. These records will be
maintained to acceptable accounting standards and made available to the Client at mutually
convenient times during the term of this Project Management Agreement and for a period not
exceeding one year following completion of the Services.
The Project Manager will maintain all records related to the Services performed pursuant to
this Project Management Agreement. These records include information with respect to the
Project, such as contracts, quotations, correspondences and invoices, which will be made
available to the Client at mutually convenient times during the term of this Project
Management Agreement and for a period not exceeding one year following completion of the
Services.
GC 5.4 The Project Manager will:
(a) not be responsible for the performance by the Contractor, subcontractors, suppliers or
any other contractors of the Work or for the failure of any of them to carry out the Work
in accordance with the Construction Contract;
(b) not be responsible for the performance of the Consultants or for failure of the
Consultants to carry out their services in accordance with their contracts with the
Client;
(c) not be responsible for, nor control, direct or supervise, the construction methods,
means, techniques, sequences or procedures of the Contractor, subcontractors,
suppliers or any other contractors;
(d) not be responsible for acts or omissions of Consultants, or the Contractor,

subcontractors, suppliers or any other contractor;
(e) not be responsible for safety precautions and programs required in connection with the
Work or for general site safety at the Place of the Work under applicable health and
construction safety legislation at the Place of the Work; and
(f) not be responsible for the advice of any independent expert engaged either by the
Client or the Contractor, whether or not recommended by the Project Manager.
GC 5.5 The Project Manager may engage service providers or other specialists as its sub-consultants
to perform discrete parts of the Services of the Project Manager in order to enable the Project
Manager to provide the Services. Prior to engaging a sub-consultant, the Project Manager
will submit to the Client the name of the sub-consultant, in writing, for approval. Should the
Client reasonably object to a sub-consultant engaged by the Project Manager, the Client may
request the Project Manager to replace the sub-consultant. In this event, the Client will pay
all costs resulting from termination and replacement of that sub-consultant and the parties
will adjust the Fees and time for completion of the Services to take into account the
termination and replacement.
GC 5.6 The Project Manager is responsible for and will coordinate the activities of its sub-
consultants.
GC 5.7 The Project Manager is entitled to rely upon the accuracy and completeness of information
and data furnished by the Client, including information and data originating from
Consultants, engaged by the Client.
GC 5.8 The Project Manager will not accept a commission or other compensation from a contractor,
manufacturer, supplier, consultant or other service providers involved in the Project. The
Project Manager will have no financial interest in the companies recommended by the
Project Manager as part of the Services. However, ownership of less than 1% of the
securities issued by a company whose securities are traded on a recognized securities
exchange will not be deemed to constitute a financial interest.
GC 5.9 The Project Manager will review Construction Contract Documents and other documents
prepared by the Consultants for the limited purpose of checking for general conformance to
the objectives of the Project and conformance of their contracts with the Client, but the
Project Manager will not have any responsibility for design errors or omissions in the
documents.
PART 6 CLIENT’S RESPONSIBILITIES
GC 6.1 The Client will promptly fulfill all of the Client’s responsibilities so as not to impede the
Project Manager’s orderly performance of the Services.
GC 6.2 The Client will fully advise the Project Manager in writing of the Client’s requirements in
connection with the Project, including the Project Budget and time constraints of the Client.
GC 6.3 The Client, when so notified by the Project Manager, will make available to the Project
Manager all information or data pertinent to the Project which is required by the Project
Manager to perform the Services.
GC 6.4 The Client, when so notified by the Project Manager, will directly engage the services of one
or more specialists to provide information or to perform ancillary services that are necessary
to enable the Project Manager to carry out the Services. Ancillary services may include, but
are not limited to, topographic surveys and mapping of the Place of the Work, site services
reports, technical investigations, geotechnical reports, quantity surveys and testing services.
The parties will jointly agree on the selection of any such specialist.
GC 6.5 Should the Client not provide the information required by the Project Manager to perform
the Services as mentioned in GC 6.3 or not accept the request of the Project Manager to
engage specialists as mentioned in GC 6.4, the Project Manager will be entitled at the Project
Manager’s option and upon a further Notice to the Client either to terminate this Project
Management Agreement or to be relieved of any responsibility for the consequences of the
Client’s decision not to provide the information or to engage specialists as requested by the
Project Manager.
GC 6.6 The Client will ensure that Consultants have adequate professional liability insurance,
commensurate with the services they will provide for the Project.
GC 6.7 The Client will promptly consider requests by the Project Manager for directions or decisions
and diligently inform the Project Manager of the Client’s direction or decision within a
reasonable time so as not to delay the Services or the progress of the Project.
GC 6.8 The Client will pay the Project Manager as provided in this Project Management Agreement.
GC 6.9 The Client will pay the Consultants, the Contractor and any other contractors who enter into
contracts with the Client as part of the Project.
GC 6.10 The Client, at the request of the Project Manager, will furnish reasonable evidence to the
Project Manager that financial arrangements have been made to fulfill the Client’s payment
obligations under this Project Management Agreement before signing the Project
Management Agreement, and promptly from time to time thereafter.
GC 6.11 The Client will notify the Project Manager of any material change in the Client’s financial
arrangements that affect the Client’s ability to fulfill the Client’s payment obligations under
this Project Management Agreement.
GC 6.12 The Client will provide those legal, accounting, insurance, bonding and other counselling
services which are necessary for the preparation of tenders or requests for proposals and the
like or for the performance of other Services of the Project Manager. If the Client is unable to
provide such counselling services, the Client may request the Project Manager to do so on its
behalf and in its name and expense. The Client will reimburse the Project Manager for
expenses incurred in securing any such counselling services.
GC 6.13 The Client is responsible for obtaining legal advice regarding contracts, tenders, requests for
a proposal or information, bids, contract awards and the like, regarding the Project. The
Client is responsible for decisions relating to the issuance, validity or award of contracts,
tenders, proposals or bids and for the resulting consequences, even where the Services require
the Project Manager to review or assist in the preparation of contracts, tenders, proposals or
bids and the like or to make recommendations regarding them or regarding the qualification
or selection of bidders.
GC 6.14 The Client will arrange where necessary for the Project Manager’s access to the Place of the
Work or other required locations to enable the Project Manager to perform the Services.
GC 6.15 The Client will designate in writing an individual to act as the Client’s representative who
will have authority to transmit instructions to and receive information from the Project
Manager.
GC 6.16 The Client will promptly notify the Project Manager whenever the Client or the Client’s
representative becomes aware of any defects or deficiencies in the Services, or in the
Construction Contract Documents.
GC 6.17 The Client will obtain required approvals, licences, and permits from municipal,
governmental or other authorities having jurisdiction over the Project so as not to delay the
Project Manager in the performance of the Services.
GC 6.18 The Client will not enter into contracts with Consultants or Contractors that are incompatible
or inconsistent with the Services to be provided under this Project Management Agreement.
PART 7 ESTIMATES
GC 7.1 In the event the Services require the Project Manager;
a. to assist the Client in the preparation of an estimate of the probable Project Budget or
Project Time, or
b. to provide the Client with an estimate of the probable Construction Cost , whether to
assist the Client with a call for tenders for the Work or otherwise,
the parties acknowledge that any estimate provided by the Project Manager is subject to
change and is contingent upon factors, including market forces, over which the Project
Manager has no control.
GC 7.2 In providing estimates, the Project Manager may rely, without verification, upon information
from the Client or public authorities beyond the knowledge or recourses of the Project
Manager for items such as, without limitation, :
a) the fees and reimbursable expenses of Consultants;
b) the salary and administrative costs of the Client directly related to the Project;
c) the cost of land and any related rights or easements;
d) the cost of approvals, applications and permits, and the services provided for those
activities;
e) the costs of items, such as equipment, furniture or fixtures, that do not form a part of
the Construction Contract;
f) estimates of profit, return on capital, economic return or other estimates giving rise to
forecasts of economic return associated with the execution of the Project; and
g) other costs deemed Project costs identified prior to the execution of this Project
Management Agreement or as mutually agreed upon by the Client and the Project
Manager.
GC 7.3 The Project Manager does not guarantee the accuracy of such estimates nor does the Project
Manager represent that bids, negotiated prices or the time for performance will not vary from
such estimates. More definitive estimates regarding costs and time for performance may be
assessed only when bids or negotiated contracts are received for the Work.
PART 8 TERMINATION AND SUSPENSION
GC 8.1 This Project Management Agreement is terminated on the earliest of:
(a) the date when the Project Manager has performed all of the Services; or
(b) the date of termination if termination occurs in accordance with this GC 10

TERMINATION AND SUSPENSION.
GC 8.2 If the Project Manager is a natural person practicing alone (and not part of a company or a
partnership) and should the Project Manager die or become seriously incapacitated before
having supplied all of the Services, either the Client or the estate or legal representative of the
Project Manager may terminate this Project Management Agreement upon Notice to the
other, with effect from the date of decease or, in the case of serious incapacity, from the date
of the Notice of termination.
GC 8.3 If the Project Manager is in material default in the performance of any of the Project
Manager’s obligations under this Project Management Agreement, the Client will notify the
Project Manager that the default must be corrected. If the Project Manager does not correct
the default within 30 days after receipt of such Notice or if the Project Manager does not take
reasonable steps to correct the default if the default is not susceptible of immediate
correction, the Client may terminate this Project Management Agreement upon further Notice
to the Project Manager, without prejudice to any other rights or recourses of the Client. Such
termination will not release the Client from its obligation to pay all Fees and Reimbursable
Expenses incurred by the Project Manager up to the date of termination in the manner
provided in this Project Management Agreement.
GC 8.4 If the Client is in material default in the performance of any of the Client’s obligations set
forth in this Project Management Agreement, including but not limited to the non-payment of
Fees and Reimbursable Expenses of the Project Manager in the manner specified in this
Project Management Agreement, the Project Manager will notify the Client that the default
must be corrected. If the Client does not correct the default within 30 days after receipt of
such Notice, the Project Manager may elect upon further Notice to the Client to suspend its
provision of the Services or to terminate this Project Management Agreement. In the event
the Project Manager elects to suspend, the Client will promptly pay the Fees and
Reimbursable Expenses of the Project Manager that are incurred and unpaid as of the date of
such suspension, plus the Suspension Expenses, In the event the Project Manager elects to
terminate, the Client will promptly pay the Fees and Reimbursable Expenses of the Project
Manager that are incurred and unpaid as of the date of such termination, plus the Termination
Expenses, without prejudice to any other rights or recourses of the Project Manager.
GC 8.5 If the Client is unwilling or unable to proceed with the Project, the Client may suspend or
terminate this Project Management Agreement by Notice of 30 days to the Project Manager.
Upon receipt of such Notice, the Project Manager will perform no further Services other than
those reasonably necessary to suspend or terminate that portion of the Project for which the
Project Manager is providing the Services. In such event, the Client will pay all of the Fees
and Reimbursable Expenses incurred by the Project Manager up to the date of suspension or
termination, plus the Suspension Expenses or Termination Expenses, as the case may be, in
the manner provided for in this Project Management Agreement.
GC 8.6 If the Client suspends performance of the Services at any time for more than 30 consecutive
or non-consecutive days through no fault of the Project Manager, then the Project Manager
may choose to terminate this Project Management Agreement upon Notice to the Client. In
this event, the Client will promptly pay the Fees and Reimbursable Expenses of the Project
Manager that are incurred and unpaid as of the date of such termination, plus the Termination
Expenses, without prejudice to any other rights or recourses of the Project Manager.
PART 9 PROJECT OWNERSHIP, IDENTIFICATION AND CONFIDENTIALITY
GC 9.1 The Client represents to the Project Manager that the Client is the owner of the Place of the
Work. If the Client is not the property owner, the Client will notify the Project Manager of
the identity of the property owner before signature of this Project Management Agreement.
GC 9.2 The Project Manager will be identified on Project signage and promotional material
whenever other Project design professionals are mentioned. The Project Manager may refer
to the Project in the Project Manager’s promotional material.
GC 9.3 Information regarding the design, functionality, equipment, management, costs, or progress
of the Project is confidential where one party has notified the other party of the confidential
or proprietary nature of such information and where such information is not public
knowledge. The parties agree not to disclose confidential information to third parties, except
to the extent required for performance of the Services or where required by law or by mutual
consent of the parties.
PART 10 INSURANCE AND LIABILITY
GC 10.1 The Project Manager will carry professional liability insurance of $1,000,000 per claim and
$1,000,000 in the aggregate within any policy year. Coverage will be maintained
continuously from the commencement of the Services until completion or termination of the
Services and, subject to availability at reasonable cost, for 2 years after completion or
termination of the Services.
GC 10.2 The Client may choose to increase the amount or the coverage of the Project Manager’s
professional liability insurance above that provided in GC 10.1 so as to obtain additional
insurance that is specific to the Project. The Project Manager will cooperate with the Client
to obtain such additional insurance, at the Client’s expense.
GC 10.3 If the Project Manager carries professional liability insurance for amounts greater than those
specified in GC 10.1, such insurance will be available under this Project Management
Agreement only up to the amount specified in GC 10.1 plus, if applicable, the amount of
additional insurance obtained under GC 10.2.
GC 10.4 The Client will provide or arrange for Project specific liability (wrap-up) insurance and
property (builder’s risk) insurance in respect of the Project and include the Project Manager
thereunder as an additional insured
GC 10.5 The Project Manager’s liability for claims which the Client has or may have against the
Project Manager or the Project Manager’s employees, agents, representatives and sub-
consultants of the Project Manager under this Project Management Agreement, whether
these claims arise in contract, tort, negligence or under any other theory of liability, will be
limited, notwithstanding any other provisions in this Project Management Agreement:
(a) firstly, to claims brought within the limitation period prescribed by law in the
jurisdiction in which the Project is located or, where permitted by law, within 2 years
of completion or termination of the Services, whichever occurs first; and
(b) secondly, to re-performance of defective Services by the Project Manager, plus:
(i) where claims are covered by insurance under section GC 10.1, and, if applicable,
by any additional insurance under section GC 10.2 - to the amount of such
insurance; or
(ii) where claims are not covered by insurance under section GC 10.1, and, if
applicable, by any additional insurance under section GC 10.2 - to the amount of
$ 250,000.
GC 10.6 Where the Project Manager is a corporation or partnership, the Client will limit any claim the
Client may have to the corporation or partnership, without liability on the part of any officer,
director, member, employee, or agent of such corporation or partnership.
GC 10.7 The Client’s and the Project Manager’s liability with respect to any claim against each other
will be limited to direct damages only and neither party will have any liability whatsoever for
consequential or indirect loss or damage (such as, but not limited to, claims for loss of profit,
revenue, production, business, contracts or opportunity and increased cost of capital,
financing or overhead) incurred by the other party.
GC 10.8 Subject to the limitations of liability set out in this Project Management Agreement, each
party will indemnify the other party, to the extent of the fault or negligence of the
indemnifying party, for damages and costs (including reasonable legal fees) resulting from:
(a) claims of third parties; or
(b) a breach of contractual obligations under this Project Management Agreement by the
indemnifying party or anyone for whom that party is responsible; or
(c) negligent or faulty acts or omissions of the indemnifying party or anyone for whom that
party is responsible.
PART 11 DISPUTE RESOLUTION
GC 11.1 The parties will make reasonable efforts to resolve disputes arising under this Project
Management Agreement by amicable negotiations. They agree to provide frank, candid and
timely disclosure of relevant facts, information and documents to facilitate these negotiations,
without prejudice to their rights and recourses.
GC 11.2 If a dispute has not been resolved by negotiations, either party may request that the dispute be
resolved by mediation by notifying the other party that it wishes the dispute to be resolved by
mediation. If the parties are unable to agree upon the choice of a mediator, either party may
apply to a superior court in the jurisdiction where the Project is located to appoint a mediator.
GC 11.3 If one party does not agree to resolve a dispute by mediation or should mediation not resolve
the dispute, either party may refer the unresolved dispute to the courts or, upon mutual
agreement, to any other form of dispute resolution, including binding arbitration.
GC 11.4 Unless the parties otherwise agree, any mediation or arbitration under this Project
Management Agreement will be conducted in accordance with the latest edition of CCDC 40
- Rules for Mediation and Arbitration of Construction Disputes, as applied to and compatible
with this Project Management Agreement, save that arbitration will be limited to a single
arbitrator.
GC 11.5 Any endeavour to resolve disputes arising out of this Project Management Agreement by
negotiation, mediation or other means of dispute resolution, including arbitration, will be
conducted on a confidential basis.
GC 11.6 The parties will submit to the exclusive jurisdiction of the courts in the Place of the Work if a
dispute is to be resolved by the courts, or if the dispute is referred to mediation or arbitration,
such mediation or arbitration will be held at a location within the jurisdiction of the Place of
the Work.
PART 12 PAYMENT
GC 12.1 The Client will pay to the Project Manager the amount of the Fees and Reimbursable
Expenses of the Project Manager together with applicable Value Added Taxes, when invoiced
by the Project Manager for Services which have been rendered, in accordance with Article
A5 – PAYMENT and Schedule B – FEES AND REIMBURSABLE EXPENSES.
GC 12.2 In the event the Client disputes in good faith a portion of the Fees and Reimbursable
Expenses invoiced by the Project Manager, the Client will pay the uncontested portion within
the prescribed time.
GC 12.3 Disputes regarding Fees and Reimbursable Expenses of the Project Manager will be resolved
in the manner specified in PART 11 - DISPUTE RESOLUTION.
GC 12.4 Where the Project Manager provides Services which extend beyond the period contemplated
at the time this Project Management Agreement was signed, the Project Manager will notify
the Client and, upon mutual agreement of the parties, the Fees of the Project Manager will be
increased in order to take into account the extended time required for providing the Services.
GC 12.5 Should the Client request a change to the Project or Work which requires the Project
Manager to provide additional Services beyond those contemplated at the time the Project
Management Agreement is signed, before undertaking such additional Services the Client and
the Project Manager will agree in writing upon the Project Manager’s remuneration and time
for providing the additional Services. Failing an agreement with the Client, the Client will
pay the Project Manager for the additional Services at the hourly rates set out in Schedule B
– FEES AND REIMBURSABLE EXPENSES and any additional Reimbursable Expenses
incurred, and grant a reasonable extension of time to the Project Manager for the
performance of the additional Services.
GC 12.6 Should the Client request a change to the Project or Work which renders useless a part of the
Services already provided, the Client nonetheless will pay the Project Manager in accordance
with this Project Management Agreement for Services already provided which the change has
rendered useless.
PART 13 SEVERABILITY
GC 13.1 If any provision of this Project Management Agreement is declared by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, such provision will be severed from this
Project Management Agreement and the other provisions of this Project Management
Agreement will remain in full force and effect.
(End of the General Conditions. Schedules A and B next follow.)

SCHEDULES TO ACEC DOCUMENT 35
PROJECT MANAGEMENT AGREEMENT
BETWEEN CLIENT AND PROJECT MANAGER

ACEC Document 35 – 2013 A-1
SCHEDULE A - PROJECT MANAGER’S SCOPE OF SERVICES
The Project Manager WILL PROVIDE the Services next described that are marked (X) in the column
entitled YES and WILL NOT PROVIDE the Services which are marked (X) in the column entitled NO.
A 1. Services during the Pre-Design Phase
Description of Services Yes No
If all Services during the Pre-Design Phase are EXCLUDED, check this box:
If Services during the Pre-Design Phase are INCLUDED, identify them by completing the following:
1.1 Organization or review of the statement of requirements provided by the Client.
1.2 Organization or analysis of expert and specialist studies prepared in support of the
conceptual design.
1.3 Organization or analysis of information provided by the Client, including

conditions or methods of operations of the Project, and similar matters.
1.4 Review of documents provided by Consultants for general compliance with project
objectives.
1.5 Preparation of reports relating to the Client's long-range plans.
1.6 Participation in or preparation of specified Project feasibility studies.
1.7 Provision of advice on Project delivery methods.
Enter here any additional Services During Pre-Design or references to them in

documents such as Requests for Proposals, Terms of Reference, or Statements of
Requirements. Attach additional pages if required.
Initials
Client Project Manager
A 2. Procurement Services
If all Procurement Services are EXCLUDED, check this box:
If Procurement Services are INCLUDED, identify them by completing the following:
2.1 Provision of advice on Project delivery methods and on achieving the selected
Project delivery method.
2.2 Assistance in the preparation of pre-qualification documents for procurement

tenders or proposals.
2.3 Assistance in the preparation of tender documents incorporating relevant

Construction Contract Documents and other documents prepared by Consultants
on the Project.
2.4 Assistance in obtaining bids including the preparation of addenda.
2.5 Assistance in the tendering or obtaining bids for the pre-selection or pre-purchase
of equipment.
2.6 Provision of advice on Client supplied materials and equipment for use on the
Project.
2.7 Review of bids received.
2.8 Assistance in the procurement of engineering or architectural services.
2.9 Assistance in the procurement of cost estimating services.
2.10 Assistance in the procurement of other specialists required for the Project.
2.11 Assistance in the procurement of specialized equipment, specialized construction

services or furnishings not included in construction tenders.
Enter here any additional Procurement Services or references to them in

Initials
A 3. Services during the Design Phase
If all Services during the Design Phase are EXCLUDED, check this box:
If Services during the Design Phase are INCLUDED, identify them by completing the following:
3.1 Attendance at meetings necessary to the coordination of the preliminary and

detailed design and execution of the Work.
3.2 Review of Construction Contract Documents prepared by Consultants for general

compliance with project objectives.
3.3 Review of preliminary and detailed design documents provided by Consultants for
general compliance with Project objectives.
3.4 Preparation for and/or participation in value engineering, design review or peer
review programs during preliminary and detailed design.
Enter here any additional Services During Design or references to them in

Initials
A 4. Services During Construction
If all Services during Construction are EXCLUDED, check this box:
If Services during Construction are INCLUDED, identify them by completing the following:
4.1 Attendance at meetings necessary to the coordination of the Construction and

execution of the Work.
4.2 Review of requests for change orders, change directives and other Project
documentation and correspondence issued or exchanged during the course of the
execution of the Work.
4.3 Assistance to the Client in obtaining specified permits pertaining to the Work.
4.4 Monitoring of compliance with construction review and testing programs which
may be required by the Construction Contract Documents or the Consultants or
imposed by law in connection with the execution of the Work.
4.5 Review of certificates pertaining to the Work.
4.6 Review of the correction of defects and deficiencies observed in the Work.
4.7 Coordination of Client required activities during commissioning and start-up.
4.8 Preparation of Project commissioning and start-up procedures.
Enter here any additional Services During Construction or references to them in

Initials
A 5. Post-Construction Services
If all Post-Construction Services are EXCLUDED, check this box:
If Post-Construction Services are INCLUDED, identify them by completing the following:
5.1 Provision of advice for initial facility management or operations following

delivery of the Work.
5.2 Review of operating and maintenance manuals provided by Consultants for

general compliance with Project objectives.
5.3 Review of post construction deliverables as provided by Consultants for general

compliance with Project objectives.
5.4 Coordination of the rectification of deficiencies or warranty issues during the

warranty period.
Enter here any additional Post Construction Services or references to them in

Initials
A 6. Consulting and Advisory Services
If all Consulting and Advisory Services are EXCLUDED, check this box:
If Consulting and Advisory Services are INCLUDED, identify them by completing the following:
6.1 Assistance in the preparation of an estimate of the probable Project Budget.
6.2 Assistance in the preparation of estimates of pre-construction Project construction

cost budgets.
6.3 Assistance in the preparation of estimates of Project operational cost budgets.
6.4 Assistance in the preparation of an estimate of the Project Time.
6.5 Preparation of reports relating to the Client's long-range plans.
6.6 Preparation of specified operational studies.
6.7 Preparation of cash flow projections.
6.8 Arrangement for expert and specialist studies for use in conceptual, preliminary,
and detailed design services.
6.9 Preparation for and/or attendance at a public participation/information sessions.
6.10 Provision of an estimate of the probable Construction Cost for the Project.
6.11 Assistance in preparing applications and supporting documents for governmental

grants, loans, and subsidies.
6.12 Assistance in preparing applications and supporting documents for reimbursement

in connection with the Project.
6.13 Assistance in obtaining specified approvals, licences and permits from

governmental authorities having jurisdiction over the Project.
6.14 Arrangement for the translation of documents into a language other than the
language of this Project Management Agreement.
Initials
6.15 Assistance in and/or participation in environmental assessments and impact

environmental studies.
6.16 Assistance in obtaining land or easements relating to the Project.
6.17 Preparation of a project specific management plan consisting of procedures for

quality control, roles and responsibilities, communications, changes to the project
and corrective action.
6.18 Assistance in litigation, arbitration, negotiation, or other legal or administrative

proceedings on behalf of the Client, and all necessary preparation in respect
thereof.
Enter here any additional Consulting and Advisory Services or references to them
in documents such as Requests for Proposals, Terms of Reference, or Statements
of Requirements. Attach additional pages if required.
Initials
ACEC Document 35 – 2013 B-1
SCHEDULE B – FEES AND REIMBURSABLE EXPENSES
B 1. Fees for Services
The following table identifies the method for determining the Fees due to the Project Manager under this
Project Management Agreement for the Services described in Schedule A:
Select Fee Basis Applicable to this Agreement

Project Managers Services
Fees as % of
(Refer to Schedule A) Hourly Rate Fixed Fees
Construction
Fees (B 1.1) (B 1.2)
Cost (B 1.3)
A1 Services during the Pre-Design Phase N/A
A2 Procurement Services N/A
A3 Services during the Design Phase
A4 Services during Construction
A5 Post-Construction Services N/A
A6 Consulting and Advisory Services N/A
Refer to Section B 1.1, B 1.2, and B 1.3 for a detailed description of the method for calculating the Fees
due to the Project Manager.
Reimbursable Expenses (Section B 2) are additional to the Fees due to the Project Manager.
Value added taxes are not included in Fees and Reimbursable Expenses.
Initials
B 1.1. Hourly Rate Fees
Hourly Rate Fees will be calculated on an hourly basis as the Project progresses at the following rates:
a) Project Manager $ per hour

b) Senior staff $ per hour
c) Intermediate staff $ per hour
d) Junior staff $ per hour
e) Clerical $ per hour
f) $ per hour
g) $ per hour
h) $ per hour
The rates in this table will be applicable for (select one):
the duration of the Project Management Agreement
twelve months from the effective date of this Project Management Agreement at which
time the rates will be increased by %, unless otherwise agreed in writing
by the parties
other (specify)
(Enter additional provisions below. Append extra pages if required.)
Initials
B 1.2. Fixed Fees
Fees for the project will be calculated as a fixed fee of $ , apportioned as follows:
Percentage Milestone/Task
% of fee for
% of fee for
% of fee for
% of fee for
% of fee for
The fixed fees will be applicable for (select one):
the duration of the Project Management Agreement
twelve months from the effective date of this Project Management Agreement at which
time the rates will be increased by %, unless otherwise agreed in writing by
the parties
other (specify)
Initials
B 1.3. Fees Based on Percentage of Construction Cost
Fees will be calculated as % of the Construction Cost, apportioned as follows (where not
applicable, insert Nil or N/A):
A 3 - Services During the Design Phase %

A 4 - Services During Construction %
TOTAL FEE 100 %
Fees based on a percentage of the Construction Cost are NOT applicable to the following Services which
should be calculated either on an Hourly Rate Basis (Section B 1.1) or a Fixed Fee Basis (Section B 1.2):
A 1 - Services during the Pre-Design Phase

A 2 - Procurement Services
A 5 - Post-Construction Services
A 6 –Consulting and Advisory Services.
For purposes of Section B1.3 (Fees Based on Percentage of Construction Cost) and notwithstanding
Definition 5 (Construction Cost), when determining Fees based on a percentage, the Construction Cost is
calculated in the following manner in regard to those phases of the Project Management Agreement
which are applicable to the Services to be provided by the Project Manager:
PHASE BASIS FOR CALCULATION

A 3 - Services during the Design Phase The estimate of probable Construction Cost at the
commencement of the design phase as agreed by the
Project Manager and the Client.
A 4 - Services during Construction The estimate of probable Construction Cost at the
commencement of the construction services as agreed by
the Project Manager and the Client.
Initials
B 2. Reimbursable Expenses
Reimbursable Expenses incurred by the Project Manager in carrying out the Services are subject to a
mark-up of % to cover office and administrative costs of the Project Manager- unless otherwise
agreed as follows:
(if applicable, indicate alternate methods for determining Reimbursable Expenses)
Reimbursable Expenses include the following expenses where incurred in relation to the performance of
the Services:
Transport, subsistence, and lodging in connection with the Project beyond kilometres
of the Project Manager's office. Use of vehicles will be charged at $ per kilometre.
Long distance telephone and facsimile communications.
Reproduction of information, drawings, specifications, and other documents necessary to the
Project.
Testing services.
Courier and messenger services.
Fees paid for securing approvals, permits, or licences from regulatory agencies having
jurisdiction over the Project.
Providing and maintaining Project site offices, telephones, facsimile as required for use by
the Project Manager.
Advertising incidental to the Project.
Obtaining necessary legal, accounting, insurance, bonding, and other counselling services
pertaining to the Project.
Specialized Project specific computer hardware and software charges and related expenses as
agreed to between the Client and the Project Manager.
Customs, excise, or any other taxes incurred by the Project Manager with respect to the
Services, but excluding Value Added Taxes.
Special or increased insurance coverage required by the Client according to paragraph GC
10.2.
Fees and disbursements of Sub-consultants required in the performance of the Services where
not included in the Fees in connection with the Project.
Costs incurred by the Project Manager in the performance of Services in connection with the
Project where the Project Manager has obtained the prior written approval of the Client.
Initials
Enter below additional descriptions to be used. Append additional sheets if required
Initials

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ASSOCIATION OF CONSULTING ENGINEERING COMPANIES–CANADA

DOCUMENT NO. 35 - 2013

PROJECT MANAGEMENT AGREEMENT BETWEEN CLIENT AND

Rights and Privileges

This document is published under copyright by the Association of

INTRODUCTION TO DOCUMENT 35 - PROJECT MANAGEMENT AGREEMENT

AGREEMENT ......................................................................1 GENERAL CONDITIONS ................................................. 9

PROJECT MANAGEMENT AGREEMENT BETWEEN CLIENT AND PROJECT MANAGER

dated as of the day of , 20 .

(Insert legal name and address)

(Insert legal name and address)

A-1 THE SERVICES

(Insert a short description of the Project)

The location of the Project (the “Place of the Work”) is as follows:

A-2 AGREEMENT AND AMENDMENTS

A-3 PROJECT MANAGEMENT AGREEMENT DOCUMENTS

A-4 FEES AND REIMBURSABLE EXPENSES

6.3 The addresses for the parties are as follows:

(name of Project Manager)*

A-7 LANGUAGE OF THE CONTRACT

(Signatures next follow)

PROJECT MANAGER WITNESS

name of Project Manager

2. Construction Contract Documents

(d) refunds or sales tax exemptions on any materials or equipment, or both;

(f) the value of new or old materials provided by the Client;

8. Place of the Work

10. Project Budget

(a) Construction Costs;

(c) Fees and Reimbursable Expenses of the Project Manager;

(d) the fees and reimbursable expenses of Consultants;

11. Project Management Agreement

12. Project Time

13. Reimbursable Expenses

15. Suspension Expenses

16. Termination Expenses

17. Value Added Taxes

19. Working Day

PART 1 AGREEMENT DOCUMENTS

(c) Any supplementary conditions to the General Conditions;

(d) General Conditions;

(e) Schedule A – PROJECT MANAGER’S SCOPE OF SERVICES;

(f) Schedule B – FEES AND REIMBURSABLE EXPENSES;

(g) Other schedules to the Project Management Agreement.

PART 2 LAW OF THE CONTRACT

PART 3 RIGHTS AND REMEDIES

PART 5 PROJECT MANAGER’S RESPONSIBILITIES

GC 5.4 The Project Manager will:

(d) not be responsible for acts or omissions of Consultants, or the Contractor,

PART 6 CLIENT’S RESPONSIBILITIES

GC 7.1 In the event the Services require the Project Manager;

a) the fees and reimbursable expenses of Consultants;

c) the cost of land and any related rights or easements;

PART 8 TERMINATION AND SUSPENSION

GC 8.1 This Project Management Agreement is terminated on the earliest of:

(b) the date of termination if termination occurs in accordance with this GC 10

PART 9 PROJECT OWNERSHIP, IDENTIFICATION AND CONFIDENTIALITY

PART 10 INSURANCE AND LIABILITY

(b) secondly, to re-performance of defective Services by the Project Manager, plus: