William H. Galvin
Middle School

Consigli Construction Co., Inc.

CONSTRUCTION CONTRACT

Agreement for Construction Manager at Risk Services

TOWN OF CANTON

WILLIAM H. GALVIN MIDDLE SCHOOL Canton, Massachusetts

DATED 5.1.24

Owner-Construction Manager Agreement

Agreement for Construction Manager at Risk Services

1

TOWN OF CANTON

AGREEMENT FOR CONSTRUCTION

MANAGER AT RISK SERVICES

OWNER - CONSTRUCTION MANAGER AGREEMENT

WILLIAM H. GALVIN MIDDLE SCHOOL

Awarding Authority: Town of Canton

This agreement ("Contract") is made as of the 1st of May in the year Two Thousand and Twenty Four by and between the Town of Canton (the “Owner”), a Massachusetts municipal corporation, with a principal place of business at 801 Washington St, Canton, MA 02021 and Consigli Construction Company, hereinafter called the “Construction Manager or CM", with a principal place of business at 72 Sumner Street, Milford, MA 01757.

The terms used in this Owner --Construction Manager Agreement, are defined in the General Conditions of the Contract and in this Owner – Construction Manager Agreement.

The scope of the work is generally described as follows:

The performance of pre-construction services and construction services, as described in the Contract Documents, during the design and construction of the William H. Galvin Middle School (the “Project”).

The Project involves the new construction of one building totaling approximately 218,350 sf.; abatement and demolition of existing building; construction of open space, fields, and other related site improvements. The site is located at the existing William H. Galvin Middle School at 55 Pecunit St, Canton, MA 02021.

PRELIMINARY STATEMENT

A. Pursuant to M.G.L.c. 149A the Town of Canton (“Owner”) is undertaking the construction of the new William H. Galvin Middle School (the “Project”).

B. The Construction Manager (“CM”) shall perform the obligations, responsibilities and liabilities of the Construction Manager under this Contract.

C. OWNER has engaged Leftfield, LLC. (the "Project Manager"), under a separate agreement to assist OWNER in connection with the Project, as provided in M.G.L.c. 149A section 2. The Project Manager will assist the Owner in the administration and management of the Project during design and construction. The CM shall fully cooperate with the Project Manager including, but not limited to, complying with any instructions that the Project Manager may issue on OWNER’s behalf.

2

D. OWNER has engaged the architectural firm of Ai3 Architects (the "Designer"), under a separate agreement to provide design services for the Project. The CM shall fully cooperate with the Designer including, but not limited to, complying with any instructions that the Designer may issue on the Project.

NOW, THEREFORE, in consideration of the mutual agreements and obligations of the parties set forth below, OWNER and the Construction Manager do hereby agree as follows:

Article 1. The Work.

1.1 The Construction Manager's Responsibilities. The CM shall perform the Work as required by the Contract Documents to construct the Project.

1.2 Site. The Site is shown in the Site Plans that accompanied the Request for Proposals for Construction Management Services issued by the Owner.

1.2.1Site Inspection. By executing this Agreement, the CM acknowledges that it has visited the Site and has learned as much about the Site as may reasonably be learned from such an inspection and information contained within the RFP and schematic design documents.

Article 2. The Contract Documents.

2.1 Contract Documents. The following documents forming the Contract, are incorporated by reference herein, and are referred to as the "Contract Documents".

-The Request for Qualifications for Construction Management Services for the Project, including amendments thereto.

-The CM’s Response to the Request for Qualifications, as accepted by the Owner. -The Request for Proposals for Construction Management Services for the Project, including exhibits and amendments thereto.

-The Construction Manager's Proposal, as accepted by the Owner.

-The Owner-Construction Manager Agreement, including amendments thereto. -The General Conditions of the Contract.

-The Plans and Specifications prepared by the Designer, including Addenda.

-All Approved Change Orders/Contract Modifications issued after execution of the Owner -Construction Manager Agreement.

-The Guaranteed Maximum Price (“GMP”) Amendment, including any revisions thereto. Article 3. Relationship of the Parties.

3.1 CM's Obligation. The CM accepts the relationship of trust and confidence between OWNER and the CM established by this Agreement and covenants with OWNER to cooperate at all times with OWNER , the Project Manager, the Designer and any other consultants or project representatives engaged or employed by OWNER , and to utilize the CM's customary skill, efforts and judgment to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and, consistent with the requirements of the Contract Documents, to perform the Work in the best way and most expeditious and economical manner consistent with the interests of OWNER and to make every reasonable effort to achieve time savings and construction efficiencies with respect to the Work. The CM, in performing its services under this Agreement, is an independent

3

contractor and is not an agent or employee of, or a joint venture with, OWNER. The CM shall work in harmony and cooperation with the OWNER, the Project Manager, the Designer, and separate contractors and other persons or entities engaged by OWNER or otherwise employed in connection with the Project, as well as other public agencies having jurisdiction with respect to the Project.

3.2 Standard of Performance. The CM represents that it is experienced and skilled in construction of projects of the type, magnitude and complexity described in the Contract Documents, that it is familiar with the special obligations and requirements of a construction-manager-at-risk in the construction industry generally and pursuant to M.G.L. c. 149A specifically, that it is familiar with the special problems and requirements of construction of the type required for the Project and in the location of the Site, and that it will furnish a complete and fully operable Project as indicated by and reasonably inferable from the Contract Documents.

Article 4. Contract Time.

4.1 Commencement Date. The CM shall begin preconstruction and construction phase services pursuant to the terms and conditions included in written Notices to Proceed ("NTP") issued by OWNER.

4.1.1Schematic Design Preconstruction Services. The NTP for Schematic Design preconstruction services shall be issued within a reasonable time following execution of the Contract. It may, in OWNER’s discretion, instruct the CM to begin only certain portions of the preconstruction services.

4.1.2Design-Construction Preconstruction Services. The NTP for Design/Construction preconstruction services shall be issued within a reasonable time following execution of the Contract. It may, in OWNER’s discretion, instruct the CM to begin only certain portions of the preconstruction services.

4.1.3 Construction Services. The NTP for construction services shall be issued within a reasonable time following the execution of the GMP Amendment as defined in Paragraph 6.5.2, provided that, the OWNER intends to issue a NTP to perform an initial phase of construction services, prior to the execution of the GMP Amendment, as described in the Request for Proposals. If the NTP is issued prior to the execution of the GMP Amendment, OWNER may, in its discretion, limit the scope of the NTP in whatever manner it deems appropriate.

4.2 Substantial and Final Completion. The CM shall achieve Substantial Completion of the entire Work, in accordance with Article 4.5, subject to any adjustments in the Contract Time approved by OWNER in accordance with the Contract Documents (the "New Building Substantial Completion Date"). The CM shall achieve Final Completion of the Work, no later than 60 days after substantial completion of the entire work. The Substantial and Final Completion Dates shall be subject to extensions of Time that may be approved by OWNER in accordance with the Contract Documents.

4.3 Time is of the Essence. The CM acknowledges that the times of New Building Substantial Completion of the Work, Final Completion of the Work, any other milestones for completion of portions of construction, times for submitting proposals for contract modifications, and other times set forth in the Contract Documents are essential conditions of this Agreement.

4

4.4 Liquidated Damages.

4.4.1 If the CM shall neglect, fail or refuse to achieve New Building Substantial Completion of the Work within the Contract Time, as adjusted in accordance with the provisions of the Contract Documents, the CM and the CM’s surety agree, as a part of the consideration for the execution of this Contract by Owner, to pay Owner the amounts set forth in this Subsection 4.4.1 below, not as a penalty, but as liquidated damages to cover certain losses, expenses and damages of Owner for such breach of contract as herein set forth, for such failure to substantially complete the Final Phase of the contract in a timely manner. The CM acknowledges that delay in New Building Substantial Completion of the Project will cause disruption of Owner’s operations and those of the Canton Public Schools. Such disruptions include without limitation, loss of productivity and efficiency and duplication of effort of the Owner and of employees and contractors engaged by the Owner for operation of the completed facility. Owner will incur other direct administrative, professional, rental, storage, moving, transportation and other costs in the event of such delay. Delay in New Building Substantial Completion will also require Owner to incur additional costs for compensation to the Designer, Project Manager and other consultants or contractors for extended or additional work on the Project. In light of the costs, damages, losses, risks and liabilities described above, the parties have agreed upon the liquidated damages stated below. Such damages have been fixed and agreed upon because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages Owner would in such event sustain, and said amounts may be retained by Owner on or after the scheduled date of New Building Substantial Completion from current progress payments or any other amounts owing to the CM. The agreed liquidated damages amounts are $3,000 per day for each calendar day of delay in achieving New Building Substantial Completion.

4.4.2 Except as otherwise expressly provided, none of the following shall constitute a waiver of the CM’s or its surety’s obligations to pay liquidated damages or actual damages, as provided in Subsection 4.4.1:

(a) Acceptance of any portion of the Work or payment to the CM or its surety therefor;

(b) Completion of a portion of the Work or the use or occupancy of a portion of the Work by OWNER or others;

(c) OWNER’s requiring or allowing the CM or it surety to complete the Work after the New Building Substantial Completion Date for a particular phase of the Work has passed.

4.5 Construction Completion Dates

A summary of the construction completion dates for the Project are as follows:

• New Building Substantial Completion shall be TBD

• New Building Certificate of Use & Occupancy [temp. is acceptable], including limited Sitework shall be TBD

• Project Sitework Completion shall be TBD

Final Completion 60-days after substantial completion.

5

Article 5. Construction Manager's Services.

5.1 Preconstruction Services. Commencing upon the date of this Agreement, unless otherwise directed in a NTP issued by OWNER, the CM shall perform preconstruction services as provided in this Article and elsewhere in the Contract Documents. The CM’s scope of services during the Preconstruction Phase is described in the Request for Proposals, a copy of which is incorporated by reference into this Agreement. Preconstruction services shall be considered complete when all Preconstruction Services as described in the RFP have been achieved including all sub-filed trade and subcontractor bidding services and the completion and execution of a GMP.

5.1.1Construction Planning. The CM shall attend regular Project meetings with OWNER, the Project Manager and the Designer. If requested by OWNER, the CM shall schedule and lead such meetings and keep (take) minutes of such meetings. The CM shall consult with OWNER, the Project Manager and the Designer concerning planning for construction of the Project. The CM shall make recommendations as to the purchase and assist in expediting the procurement of long lead items, which are required for the Project to ensure their delivery by the required dates. The CM shall review and, if appropriate, make recommendations with respect to the phasing of the Work, in conjunction with the needs of the Owner. The CM shall advise the Designer with respect to the division of the Work into subtrade categories to facilitate the development of bid and proposal packages bidding and awarding of subcontracts, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities.

5.1.2Construction Services. The CM’s scope of services during the Construction Phase is described in the Request for Proposals, a copy of which is incorporated by reference into this Agreement.

5.2 Preconstruction and Construction Services. The CM shall perform its preconstruction and construction services, responsibilities and obligations concurrently as necessary during the term of this Agreement.

5.2.1 Design Review. The CM shall review, on a continuous basis, the development of the Drawings, Specifications and other design documents produced by the Designer. The CM shall consult with OWNER, Project Manager and the Designer regarding the selection of materials, building systems and equipment, and shall recommend alternative solutions whenever design details impact construction feasibility, schedules, cost or quality (without, however, assuming the Designer's responsibility for design) and shall provide value engineering services to OWNER . Without limitation, the CM shall review the design documents for clarity, consistency, constructability, maintainability/operability and coordination among the trades, coordination between the specifications and drawings, compliance with M.G.L. c. 149A for procurement, and sequence of construction, including recommendations designed to minimize adverse effects of labor or material shortages. The CM reviews shall be provided in writing with detailed notations on the drawings and specifications and coordinated with a detailed spreadsheet of the notations and recommended solutions in order to track the issues to final resolution. The CM shall attend meetings as necessary with the Designer, OWNER and the Project Manager in order to discuss and resolve all issues. Notwithstanding anything contained herein to the contrary, it is expressly understood that the CM is not assuming any design responsibility or liability in connection with the services provided under this Section 5.2.1 or elsewhere in the Agreement.

5.2.2 Master Development Schedule. The CM shall develop detailed project schedules, including a

6

detailed phasing plan and logistics plan for the Work in accordance with the milestone bid packages stated in Article 4.5 of this agreement. The CM will cooperate with the Project Manager during the development and analysis of these documents. The CM shall coordinate and integrate its Project schedules with scheduling information developed by the Project Manager and other parties. The requirements provided herein are in addition to and not in limitation of the CM's obligation to prepare and maintain the Baseline Critical Path Method (CPM) Schedule and other schedules as provided in the Contract Documents.

5.2.3 Cost Estimates.

(a) Within fifteen days (15 working days) after CM has received Schematic Design Documents, Design Development Documents, 60% CD Phase and 90% CD phase Construction Documents prepared by the Designer and approved by OWNER, the CM shall prepare, for the review of the Designer and the Project Manager, and approval of OWNER, detailed estimates of the Construction Cost (hereafter defined) with supporting data including but not limited to unit costs of all materials, equipment and labor hours required to complete all sections of the work. Estimates are to be prepared in Uniformat II, level 3 and CSI Master Format 6-digit format to level 3. As used herein, "Construction Cost" shall mean the total cost or, to the extent the Project is not completed, the total estimated cost of constructing the Project, including the Cost of the Work, the General Conditions Payment, Permit Fees, CM Contingency, Insurance and bonding costs, design contingency, allowances and the CM Fee. The Construction Cost does not include costs of land acquisition, financing costs, Owner purchased furnishings and equipment, project manager fees or design fees. The CM shall provide value engineering analysis and recommendations during design and construction in order to maintain the limits of the project budget during design, and the Guaranteed Maximum Price (GMP), thereafter, and as requested by Owner.

(b) The CM shall update and refine its estimate of Construction Cost at appropriate intervals agreed to by OWNER, the Designer and the CM.

(c) Owner may, but shall not be required to, arrange for the preparation of its own periodic estimates of Construction Cost, to be performed by the Designer and/or the Project Manager. The CM shall work in good faith and in cooperation and coordination with the Project Manager and the Designer, and any other consultants involved in preparing estimates of Construction Cost, in order to reconcile any differences between cost estimates prepared by the CM and the cost estimates prepared by such other parties, to clarify assumptions upon which cost estimates are based, and otherwise to address any concerns or questions with respect to such cost estimates raised by the Designer, the Project Manager, OWNER or such other consultants. If the agreed upon, reconciled estimate of Construction Cost exceeds the initial Construction Budget established by OWNER , the CM shall advise and cooperate with OWNER , the Project Manager and the Designer in identifying, specifying and recommending changes in, or additional specification of materials, equipment, component systems and types of construction, or other adjustments in the scope or quality of the Project (collectively, "Cost Reduction Alternatives"), including contingencies or alternative bid items, so as to facilitate revision of the design of the Project to reduce the Construction Cost so as to comply with the Owner’s fixed limit of construction cost. Implementation of any Cost Reduction Alternative shall be subject to the approval of OWNER, and OWNER shall have the right, in its sole discretion, to choose

7

which of the Cost Reduction Alternatives shall be implemented.

(d) In addition to the detailed cost estimates of Construction Cost required under subparagraph (a), the CM shall upon request by the Owner, provide additional cost estimating services related to value engineering and for estimating costs related to Proposed Change Orders, at no additional cost to the Owner.

5.2.4 Permits and Approvals. Consistent with the CM Contract General Conditions, the CM shall assist OWNER and the Designer in identifying all governmental permits, user fees, approvals and licenses of any kind which must be obtained and be met in connection with the construction and use and occupancy of the Project. The CM shall comply with all mitigation requirements in the permits that have issued for the Project. The Owner has agreed to waive fees for permits that will be issued by the Town of Canton. All fees for other permits shall be part of the Cost of the Work and paid for by the CM. All applications, requests, appeals, filings and other documents, materials and information prepared by the CM to be submitted to governmental authorities in connection with the Permits and Approvals shall be subject to the prior approval of the OWNER, and shall be delivered to the OWNER sufficiently in advance of the time of their proposed filing or submission so as to permit a reasonable period for the review and comment of the OWNER and its consultants. If requested by the OWNER at any time, any such documents or materials to be used in connection with the permits and approvals may be prepared by the OWNER or other persons designated by the OWNER, and the OWNER or other persons designated by the OWNER may appear on behalf of the OWNER at any hearing, presentation or conference. In addition, the CM shall promptly complete and provide such other documentation as may be requested by the OWNER, any of its agencies, or such other parties as the OWNER may indicate.

5.2.5 Progress Reports. The CM shall furnish to the District’s project representative monthly reports concerning the progress of the work which addresses: (a) compliance with the construction schedule, (b) status of major scopes of work being performed by the CM and subcontractors, (c) status of shop drawings, submittals, RFI’s and material procurement, (d) workforce hours status including total

workforce hours, minority hours, minority percentage, female hours and female percentage, (e) safety/occurrences, (f) status of change orders, (g) 30 day look ahead, (h) MBE/WBE status updates and workforce participation hours, and (i) other matters relating to the progress of work as directed by the Owner’s Project Manager or the MSBA. These reports shall be delivered as part of the monthly payment requisition. Failure to provide said report may result in payment delay. In addition to monthly reporting, the CM shall compile a hi-level weekly report look-ahead which will be posted weekly on a website/portal which will be developed and managed by the CM Firm.

5.2.6 Subcontracts. Unless the Owner authorizes the CM to self-perform any of the Work during construction, all Work shall be performed by the CM pursuant to Subcontracts awarded by the CM in accordance with the General Conditions of the Contract, particularly Appendix C: Procedures for Award of Subcontracts. The CM shall perform the overall management of the effort required to solicit and prequalify, receive sub-bids and proposals and award subcontracts to the subcontractors who perform services hereunder, in accordance with the procedures specified in Appendix C, provided, however, that the Owner shall procure bids from Trade Contractors, as provide in Appendix C.

(a) The CM shall consult with OWNER with respect to the procurement of bids for all subcontracts.

8

The CM understands and agrees that OWNER or the Project Manager may, to the extent described in the General Conditions of the Contract, Appendix C - Procedures for Award of Subcontracts, participate in negotiations with Subcontractors and that OWNER and its representatives shall have access to any documents submitted by all Trade Contractors and Other Subcontractors to the CM, for review as to compliance with bidding and proposal procedures and other requirements of the Contract Documents. No Subcontract or other agreement between the CM and any third party for the furnishing or supply of any labor, materials or equipment in the performance of the Work shall be entered into without OWNER’s prior written approval. Such written approval by Owner may take the form of an approval of a list of subcontractors and the dollar value of the subcontracts that CM intends to execute on this Project. Standard forms of subcontract agreement for all Trade Contractors are attached to the General Conditions of the Contract. The CM shall include all costs, with respect to the procurement of bids for all subcontracts, however the Owner shall pay for reproduction costs associated with the procurement of bids for Trade Contractors.

5.3 Construction Services. In accordance with the Notice to Proceed with Construction, the CM shall perform Construction Services as provided in these paragraphs and elsewhere in the Contract Documents.

5.3.1 Construction Cost Monitoring. The CM shall provide a system of Project cost monitoring and reporting and shall develop cash flow reports and forecasts in the format approved by OWNER upon the advice of Project Manager. The CM shall identify variances between actual costs and its estimated costs and shall immediately advise OWNER whenever projected costs exceed previous estimates. Such reports and other information shall be included in the Monthly Progress Reports to be submitted to the Owner.

5.3.2 Costs of Construction shall, in no event, exceed the Guaranteed Maximum Price that will be negotiated between CM and Owner.

5.3.3 Quality Assurance/Quality Control. In addition to the Owners independent testing and inspection services, the CM shall be responsible for ensuring that adequate quality assurance and quality control programs are developed, implemented and enforced by the CM's staff and all Subcontractors.

5.3.4 Prevailing Wage. Work under this project is subject to the prevailing wage laws M.G.L.c. 149, s.26-27 H. The schedule for prevailing wages is provided in Exhibit 3 of the contract agreement. The CM and its subcontractors shall be responsible for anticipating the costs of future changes to the prevailing wage rates in their bid prices, provided that for change order work, the CM and the subcontractor will be entitled to apply the wage rates in effect at the time the extra work is performed.

5.3.5CM Responsibility for Managing Construction. The CM shall be responsible for managing, coordinating, scheduling, and supervising all aspects of the construction of the Work, as described in this Agreement, the General Conditions, and all other Contract Documents.

5.4 General Requirements for Preconstruction and Construction Services

9

5.4.1 Design Related. CM shall provide Owner with recommendations and advice concerning design of the Project and modifications or alternatives. If the CM recognizes or discovers that any portion of the Drawings and Specifications are in error, unclear, ambiguous, or is at variance with applicable laws, the CM shall promptly notify the Designer, the Project Manager and OWNER in writing. By providing such notice, it is understood that the CM does not assume any obligations or responsibilities for the design of the Project, which obligations shall remain with the Architect. If, however, the CM proceeds with work based on Drawings and Specifications that CM knows are in error, unclear, ambiguous, or at variance with applicable laws, without providing such notice to the Designer and the Project Manager, the CM shall bear all costs related to the correction of such work.

5.4.2CM's Organization and Staff. The CM shall establish a table of organization and lines of communication required to carry out the requirements of this Agreement in order to organize and direct the efficient construction of the Project. A listing of the CM's key staff who will perform services directly on this Project, is provided below. All key staff shall be available for and actively participate in the performance of the services provided under the Contract Documents. No substitution of any assigned and approved key staff shall be made by the CM without the prior written consent of OWNER in its reasonable discretion. Before any such substitution is made, the CM shall submit to OWNER the qualifications of any proposed replacement. The removal or replacement, without OWNER’s consent, of any of the key staff listed in CM’s Proposal, other than as a result of retirement, disability, death or bona fide termination of employment, or other reasonable reason accepted by Owner shall constitute a material breach of this Agreement. Within thirty (30) days after execution of this Agreement, the CM shall furnish to OWNER a detailed organizational chart (the "Organizational Chart") for approval by OWNER. Such chart shall reflect the same persons as set forth in the Proposal unless otherwise approved by OWNER. It shall be noted that key staff shall not be allowed departure from participation in the management of the project due to CM firm management training programs.

The CM’s key staff are:

Article 6. Contract Price

6.1 Contract Price.

6.1.1 OWNER shall pay to the CM the Contract Price for the CM's proper performance of the Contract and completion of the Work. The "Contract Price" consists of the Pre-Construction Services Fee described in Section 6.2.1, the General Conditions Amount, described in Section 6.2.2, the Cost of the Work, as defined in Article 7, the CM Fee as defined in Section 6.3 and in the CM’s Construction Manager Services Fee Proposal Form. The total payments to the CM (the Contract Price) shall not exceed the Guaranteed Maximum Price (“GMP”) to be agreed to by the Parties in a Contract Amendment, that will be negotiated after Contract execution.

10

6.1.2 For Change Orders or Contract Modifications authorized by the Owner pursuant to the Contract Documents, the Contract Price shall be adjusted as provided in Section 6.2.4 below and Article VII of the General Conditions and not otherwise. After the GMP has been agreed to by OWNER and the CM, any increase or decrease in the Contract Price authorized by OWNER by execution of a Change Order, shall increase or decrease the GMP, accordingly.

6.1.3 The CM’s Fee Proposal, submitted on Forms B, C, and D, designates the contract amounts for the Pre-Construction Services Fee, the Construction Manager’s Fee, and the General Conditions. Forms B, C, and D are made part of this contract at Exhibit 1.

6.2 Contract Price Breakdown

6.2.1 Preconstruction Services Fee. The Schematic Design Pre-Construction Services Fee is a fixed lump sum amount of forty-four thousand, six hundred and eight dollars [$44,608.00]. The Pre Construction Services Fee is a fixed lump sum amount of three hundred fourteen thousand, seven hundred twelve dollars [$314,712.00]. From the commencement of the Preconstruction Period through the end of the Preconstruction Period, monthly payments for the Pre-Construction Services shall be in accordance with the Pre-Construction Services Fee specified in Exhibit 1. The amount of the monthly payments shall be based on thirteen thousand, one hundred thirteen dollars per month [$13,113.00/month], subject to a cap of three hundred fourteen thousand, seven hundred twelve dollars [314,712.00].

6.2.1.1 The Owner may, after execution of the Contract, authorize the CM to spend additional amounts for testing and exploratory work, during the Pre-Construction Phase.

6.2.1.2 In the event that conditions arise that cause the Pre-Construction Services to be extended, the Owner reserves the right to negotiate a revision to the monthly amount of the Pre-Construction Services Fee, to reflect any changes in the CM’s workload during the extended Pre-Construction Phase period. Those revisions may include a reduction in the value of the monthly Pre-Construction Services Fee, reflecting workload decreases or reductions in the number of the CM’s personnel assigned to the Project.

6.2.2 General Conditions Amount. In consideration of the performance by the CM of the items of work described in the Contract Documents as General Conditions, OWNER shall pay to the CM, the lump sum amount specified on Exhibit 1, Form D, for General Conditions. The Amount of General Conditions is a lump sum amount of twelve million, two hundred forty seven thousand, five hundred two dollars [$12,247,502.00]. The total dollar value for General Conditions Costs set forth in FORM D represents the maximum amount to be paid to the CM for all General Conditions Costs during the Construction Phase, unless Owner agrees to a Change order that revises the cost items covered by General Conditions. Should the final GMP value exceed the listed GMP value in the RFP, the General Conditions amount [minus GL insurance, builders risk, and bond] shall remain unchanged. Alternatively, if the final GMP is lower than the listed GMP value in the RFP, the General Conditions amount [minus GL insurance, builders risk, and bond] shall remain unchanged. GL insurance, builders risk, and bond values shall be adjusted if the final GMP were to increase or decrease beyond the GMP value listed in the RFP.

The Owner may elect to provide Builders Risk Insurance. If the Owner elects to provide this

11

insurance coverage, the specified value assigned as part of the General Conditions will be deducted accordingly.

6.2.3 Construction. During the Construction Period, monthly payments shall be made to the CM on account of General Conditions Costs. Prior to the commencement of construction services, the Owner and CM shall agree to a Schedule of Values for the payment of General Conditions during the Construction period.

6.2.4 General Conditions Mark-Up on Change Orders. If the Construction Manager performs additional work under a Change Order approved by OWNER, compensation, if any, due to the Construction Manager for General Conditions related to the Change Order work shall be computed as a percent markup on the direct costs of the Change Order, as described in Article VII of the General Conditions of the Contract.

6.3 Construction Manager's Fee.

6.3.1. Construction Manager’s Fee for Construction Services. In consideration of the performance of the Construction Services by the CM, OWNER shall pay to the CM a fixed fee associated with performing the construction services in the amount identified on Exhibit 1 as Fee/Profit, (“Construction Manager’s Fee”). The Construction Manager’s Fee is in the lump sum fixed amount of three million, seven hundred twenty four thousand, four hundred ninety eight dollars [$3,724,498.00 ]. Payment of the Construction Manager’s Fee shall be made on a monthly basis. The amount of the monthly payments shall be determined by applying the percentage of the Cost of the Work approved for payment by OWNER, to the total amount of the Construction Manager’s Fee set forth in Exhibit 1 and deducting from such value any amounts previously paid to the CM on account of the Construction Manager’s Fee. OWNER and CM may alternatively agree to pay the Construction Manager’s Fee based upon a fixed monthly amount, provided the cumulative amount of such monthly payments shall not exceed the Construction Manager’s Fee. Should the final GMP value exceed the listed GMP value in the RFP, the CM Fee shall remain unchanged. Alternatively, if the final GMP is lower than the listed GMP value in the RFP, the CM fee shall remain unchanged.

6.4 No Retainage on Pre-Construction Services; Retainage on Payments During Construction The OWNER shall not assess retainage against the payments for the Pre-Construction Services Fee. Payment to the CM for the Cost of Work, General Conditions and the Construction Manager’s Fee shall be subject to the procedures contained in Article VIII of the General Conditions, including a five percent retainage on monthly payments as provided in G.L.c. 30 Section 39K, provided that the OWNER shall not hold retainage on the costs of the CM’s bonds and the cost of CM’s insurance during the construction period.

6.5 Guaranteed Maximum Price.

6.5.1 Upon the request of the OWNER, the CM shall submit to OWNER a proposed GMP, which shall be the sum of the estimated Cost of the Work, the CM Construction Contingency (hereafter defined), the General Conditions Amount, the CM Fee for Pre-Construction Services, and the Construction Manager’s Fee. The CM shall include with the GMP proposal a written statement explaining the basis of the GMP, in form and substance satisfactory to OWNER, which shall include at least:

12

(a) a list of the Project design documents upon which the GMP proposal is based; (b) a list of allowances and a statement of their basis;

(c) a list of any assumptions, qualifications and clarifications made by the CM in the preparation of the GMP proposal to supplement the information contained in the Project design documents;

(d) a statement that the proposed GMP is based on the Baseline CPM Schedule and the Substantial Completion Dates for each phase of the work specified in this Agreement;

(e) the proposed GMP, including a detailed statement of the actual and estimated Cost of the Work organized in accordance with the categories of work used in the CSI (Construction Specification Institute) format with quantities, units, and unit rates, Preconstruction and Construction General Conditions Costs, allowances, Construction Contingency, Preconstruction Services Fee and Construction Manager’s Fee and other items that comprise the GMP;

(f) a schedule of applicable alternate prices;

(g) a schedule of applicable unit prices; and

(h) the time limit for acceptance of the GMP proposal (which shall not be less than 90 days).

6.5.2 The CM shall meet with OWNER, the Project Manager and the Designer, as necessary, to review the GMP proposal and the written statement of its basis. In the event that OWNER, Project Manager or the Designer discover any inconsistencies or inaccuracies in the GMP proposal and accompanying information, they shall promptly notify the CM, which shall make appropriate revisions thereto. OWNER may elect, in its sole discretion, to accept or not to accept the CM's GMP proposal, as such proposal may be revised by agreement with the CM and Owner. Prior to OWNER 's acceptance of the CM's GMP proposal, the CM shall not incur any cost to be reimbursed by OWNER, except as provided in this Contract or as OWNER may specifically authorize in writing. If OWNER accepts the CM's GMP proposal, OWNER and CM shall execute and deliver within fifteen (15) days after such acceptance, an amendment to this Agreement, in form acceptable to OWNER and the CM incorporating the GMP amount into the Contract (the “GMP Amendment”). The CM shall execute and deliver together with the GMP Amendment, performance and payment (labor and materials) bonds in the form provided by the Owner, executed by a surety licensed by the Massachusetts Division of Insurance and acceptable to the Owner. Each such bond shall be in the full amount of the GMP. These bonds shall be substituted for the bonds obtained from the CM at the time of signing the Contract, which said bonds shall be returned to the CM by the Owner.

6.5.3 If OWNER does not accept the CM's GMP proposal, OWNER may elect to solicit bids or proposals for the construction of the Project from other contractors, using any solicitation method or methods chosen by OWNER, consistent with applicable laws and procedures, or, if OWNER determines that it is in its best interest to do so, OWNER may enter into negotiations for a contract and guarantee maximum price amendment with one additional proposer starting with the next highest ranked proposer

13

that submitted proposals in response to the Request for Proposals for this Contract. Pursuant to M.G.L. c. 149A, s. 7, in the event a contract and guaranteed maximum price amendment cannot be successfully negotiated between the Selection Committee and the next highest ranked proposer, the OWNER shall terminate the procurement process and shall instead procure the project in accordance with M.G.L. c. 149 ss. 44A-44J. If OWNER does not accept the CM's GMP proposal within the time limit for acceptance specified in the GMP proposal, as it may be extended by agreement of the parties, then this Contract shall terminate upon the completion of the CM's performance of the Work then in progress or upon notice from OWNER as provided in the General Conditions.

6.5.4 In the event the Contract is terminated for failure to agree to a GMP, Owner’s obligations to CM shall be limited to those provided in Article XVII, para. 2 of the General Conditions, for a Termination for Convenience.

Article 7. Cost of the Work.

7.1 Cost of the Work. The “Cost of the Work" shall mean those costs listed in this Section. Cost of the Work shall not include any item included in the General Conditions Costs or the CM’s Fee for Pre-Construction Services or the CM’s Fee for Construction Services.

Costs of the work include:

7.1 .1 Subcontract Costs. Payments made by the Construction Manager to any Subcontractor in accordance with the requirements of an approved Subcontract, including payments for the Subcontractor’s costs for insurance and bonds.

7.1.2 Costs of Materials and Equipment Incorporated in the Completed Construction

(a) Costs, including transportation, of materials and equipment incorporated or to be incorporated in the completed construction, less all discounts and rebates.

(b) Costs of materials described herein which are in excess of those actually installed, but which are required to provide reasonable allowance for waste and spoilage. Unused excess materials, if any, shall be delivered to OWNER at the completion of the Work or, at OWNER’s option, shall be sold by the Construction Manager. Amounts realized, if any, from such sales shall be credited to OWNER as a deduction from the Cost of the Work.

7.1.3 Costs of Work CM Self Performs. The CM’s direct costs for construction work it self performs, provided that in no event shall such work include cost items included in the General Conditions Costs, the CM’s Fee for Pre-Construction Services or the CM’s Fee for Construction Services.

7.1.4 Emergencies and Repairs to Damaged or Nonconforming Work.

The following costs incurred by the Construction Manager shall become a part of the Cost of the Work:

(a) in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in the General Conditions.

14

(b) in repairing damaged Work, provided that such damage occurred during the construction period and the Construction Manager has been unable to identify the party responsible for the damage, and only to the extent that the cost of such repairs is not recoverable by the Construction Manager from the responsible party or the Construction Manager is not compensated therefor by insurance or otherwise.

(c) in correcting defective or nonconforming Work, provided that such defective or nonconforming Work did not result from the fault of the Construction Manager or the Construction Manager's personnel or any Subcontractor or material supplier, and only to the extent that the cost of correcting the defective or nonconforming Work is not recoverable by the Construction Manager from the responsible party or the Construction Manager is not compensated by insurance or otherwise.

Any costs incurred by the CM which are within the scope of this Subsection, may only be charged against the Construction Contingency to the extent permitted by Paragraph 7.2.1 (e), and any such costs incurred after the Construction Contingency has been exhausted shall not be reimbursable as a Cost of the Work.

7.1.5 Miscellaneous Costs of the Work

The following costs shall be included in the Cost of the Work:

(a) Subcontractor Bond premiums or Subcontract Default Insurance. For Trade Bids (Chapter 149A “filed-sub-bid”), the cost of the bond premiums will be included within the Trade Contract sums. For Subcontractor Bids (non-Trade Bids), the CM will utilize Subcontractor Default Insurance (“SDI”) which will be billed to the Owner at the rate of 12.00 per 1,000 of subcontractor value. All change orders shall be billed at the same rate. CM reserves right to exclude any subcontractor from the program. Should the Owner require that a specific subcontractor be used who does not meet the CM pre-qualification standards, a performance and payment bond will be required at the Owners expense in a form acceptable to the CM.

(b) Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents in accordance with the General Conditions. (c) Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by OWNER as Costs of the Work.

7.2 Construction Contingency.

7.2.1 The term "Construction Contingency" shall mean the line item included by the CM in the GMP and the Schedule of Values that is available to cover the net amount of any additional costs resulting from unforeseen conditions and events not reasonably anticipated at the time that the CM awards a Subcontract or the parties execute the GMP Amendment, as applicable, to the extent that such conditions or events do not result in or constitute a change in the Work. Examples of such unforeseen conditions and events include, but are not limited to, the following:

(a) minor concealed or unknown conditions encountered in the performance of the Work which are determined not to be materially different from those indicated in the Contract Documents;

15

(b) unanticipated cost overruns during the CM's procurement of Subcontracts or other purchases of materials or labor costs; provided, that the same are not caused by the fault, negligence or breach of contract of the CM or any subcontractor.

(c) expediting or acceleration costs required to meet the Baseline CPM Schedule, as long as the same are not made necessary by the fault or negligence of the CM or any Subcontractor; (d) such other unforeseen events and conditions as may be specified in the Contract Documents as chargeable to the Construction Contingency;

(e) additional costs associated with correction of defective or non-conforming Work, or repair of damaged work, provided that the CM shall have first used commercially reasonable efforts to recover the costs of such correction through any applicable Subcontracts (including pursuing the Subcontractors' sureties), and provided that such costs did not result from the fault, negligence or breach of contract of the CM, and only to the extent that the cost of such repair is not recoverable by the CM from others and the CM is not compensated therefor by insurance or otherwise.

(f) additional costs the CM incurs as a direct result of Subcontractor, Sub-subcontractor or material men defaults.

(g) Additional costs incurred due to unusual market, labor, material or transportation conditions, labor disputes, severe weather conditions or other causes which Owner is not obligated to fund under the Contract Documents.

After execution of the GMP Amendment, if the contract price of any subcontract as awarded is less than the amount carried for such subcontract in the GMP breakdown, the Construction Contingency shall be increased by the amount of such savings.

7.2.2 The CM shall maintain and update monthly a report describing each item that has been funded from the Construction Contingency and each item for which the CM has requested funding from the Construction Contingency that is pending with the Owner.

7.2.3 Costs authorized to be reimbursed from the Construction Contingency by Paragraph 7.2.1 shall be paid to the CM as Cost of the Work only if and to the extent reasonably approved by OWNER. The Construction Contingency shall be reduced by the additions to the Cost of the Work resulting from the use of the Construction Contingency as authorized by Paragraph 7.2.1. In the event the CM demonstrates that it has incurred or is about to incur additional costs for unforeseen conditions or events that fall within the parameters of subparagraphs (a) through (g) of Paragraph 7.2.1, the CM shall be entitled to be paid for such costs from the Construction Contingency.

7.2.4 Contingency Interim Return/Balance. Prior to the execution of the GMP, the CM and the OWNER shall mutually agree to a milestone schedule of target contingency balances that shall be returned to the OWNER pending the financial status of the project and assessment of risk for both the CM and the Owner. The method of contingency reductions (percentage of total contingency or specified values) shall be defined prior to the execution of the GMP. At the completion of each milestone, the CM shall credit uncommitted contingency and buyout balances to the extent they are in excess of the milestone targets established prior to the GMP. If, at the time the OWNER issues the final payment to the CM pursuant to Article VIII of the General Conditions of the Contract, there is a balance in the Construction Contingency, such balance shall be the sole property of the Owner.

7.3 Non-Compensable Costs. Neither the Cost of the Work nor the General Conditions Costs shall include compensation for any of the items set forth below:

16

(a) Salaries, bonuses and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal offices, or other offices, other than the site office for the Project, unless those personnel are specifically listed on Form D, or unless there is a mutual agreement between Owner and CM to include those personnel costs in either General Conditions costs or the Cost of Work.

(b) Expenses of the Construction Manager's principal offices, site office or other offices, except the site office for this Project (including, without limitation, in-house computer costs, mail, overnight, fax, reproduction, cellular telephone, local travel and other costs of doing business, services, and related expenses to maintain such offices).

(c) Overhead and general expenses of any kind, including but not limited to office or fabrication shop overhead and drafting, other than the items covered by the General Conditions Amount. (d) The CM's capital expenses, including interest on the CM's capital employed for the Work. (e) Costs incurred due to the fault, or breach of contract of the CM, Subcontractors, anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including, but not limited to, death or injury to person or damage to property, the correction of damaged, defective or nonconforming Work, disposal and replacement of materials and equipment incorrectly ordered or supplied, unanticipated cost overruns incurred by the CM in the procurement of Subcontracts, materials or labor, and making good damage to property not forming part of the Work, except: (i) to the extent reimbursement is received through the recovery of insurance proceeds, or (ii) to the extent such items may be charged to the Construction Contingency with the approval of the Owner pursuant to Paragraphs 7.1.4(b) and 7.2.1(e).

(f) Penalties, fines or costs imposed by governmental authorities in connection with, or resulting from any violation of, or noncompliance with Applicable Laws related to methods and means as opposed to design, other than any CM-responsible design included in the CM's GMP and its Assumptions and Qualifications by the Construction Manager or any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

(g) Any legal fees incurred by the Construction Manager, unless the same are incurred at the written direction, or with the prior written approval, of OWNER.

(h) Travel or meal expenses, except as provided in the General Conditions.

(i) General Conditions Costs in excess of the total of compensation to be paid to CM for all General Conditions as set forth in Exhibit 1.

(j) Costs that would cause the GMP to be exceeded.

(k) Costs incurred by the CM after final payment; provided, however, that to the extent there is a balance in the Construction Contingency remaining at final payment, such Contingency shall be available to pay costs incurred during the one year period after substantial completion, but only if such Contingency would have been available, subject to reasonable approval by Owner, to pay such costs had such costs been incurred prior to final payment and only if CM has satisfied Owner that it has made commercially reasonable efforts to have subcontractors and suppliers pay for costs relating to defective or incomplete work items or warrantee items.

7.4 Discounts, Rebates, Refunds and Expenses. Cash discounts obtained on payments made by the CM shall accrue to OWNER if (a) before making the payments the CM included them in an Application for Payment and received payment therefor from OWNER, or (b) OWNER has deposited funds with the CM with which to make payments; otherwise, cash discounts shall accrue to the CM. The CM shall notify

17

OWNER of the availability of any cash discounts so that OWNER may elect to pay or deposit such funds with the CM in order to obtain such cash discount. Such cash discounts and any other trade discounts, rebates, refunds and other amounts received from sales of surplus materials and equipment shall be credited to the Hard Cost of the Work, and the CM shall make provisions so that they can be secured and credited accordingly.

7.5 Accounting Records

7.5.1 The Construction Manager shall check all materials, equipment and labor used on the Work, and shall keep full and detailed accounts and exercise controls as may be necessary for proper accounting and financial management under this Agreement. All books and records shall be maintained in accordance with generally accepted accounting principles, consistently applied. Without limitation, the CM shall comply with the requirements set forth in Article XI of the General Conditions. OWNER and its authorized representatives shall, upon request by OWNER, be afforded copies of, and at all times shall be afforded access to, all of the Construction Manager's records, books, correspondence, instructions, drawings, receipts, invoices, vouchers, memoranda, estimates, budgets, breakdowns, accounting data, bid proposals, cost control information and any other documents and data relating to this Agreement, including data in electronic media or any other media (collectively, "records") and the Construction Manager shall preserve all such records for a period of six years, or for such longer period as may be required by law, after Final Payment. With respect to work performed by the CM's own forces on a lump sum basis, the CM shall only be required to maintain certified payrolls, documentation required by the Supplementary Conditions for Equal Employment Opportunity, Non-Discrimination and Affirmative Action, and such other records as are required by Applicable Laws or the terms of the Contract Documents.

7.5.2 Without limitation of the foregoing, OWNER shall have the right, at any time and from time to time, upon notice to the Construction Manager, to audit the Construction Manager's records in connection with the Work at the Construction Manager's offices. The Construction Manager shall facilitate any such audit by making necessary facilities available to OWNER and its accountants or other representatives for up to two years after substantial completion of the project.

7.5.3 Subcontractors shall have the same obligations to maintain books and records and to permit audits by the Construction Manager or OWNER as are applicable to the Construction Manager under the Contract Documents.

7.5.4 If any inspection of the Construction Manager's or any Subcontractor's books, records or other documents reveals an overcharge, the Construction Manager shall pay OWNER or, at OWNER 's election, OWNER may reimburse itself by taking as a credit against future payments due the Construction Manager, an amount equal to the overcharge.

Article 8. Payments to Construction Manager.

8.1 Based upon Applications for Payment submitted by the CM, OWNER shall make payments to the CM on account of the Contract Price as provided in Article VIII of the General Conditions of the Contract, the provisions of the Owner-Construction Manager Agreement and elsewhere in the Contract Documents.

18

Article 9. Equal Employment Opportunity, Nondiscrimination and Affirmative Action

9.1 The CM and all of its Subcontractors shall comply at all times and in all respects with Applicable Laws affecting or regulating employment of persons in connection with the Work, and with the provisions in the General Conditions of the Contract relating to Equal Employment Opportunity, Nondiscrimination and Affirmative Action.

Article 10. Miscellaneous Provisions

10.1 Successors and Assigns. OWNER and the CM bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. Neither the CM nor any partner of the CM shall assign or transfer the Contract or sublet or subcontract it (other than subcontracting portions of the Work as expressly permitted by and in accordance with the Contract Documents), or otherwise transfer or assign any of its or their rights or obligations under all or any portion of the Contract Documents without the prior written consent of OWNER , which consent may be withheld by OWNER in its sole discretion, nor shall the CM or any partner of the CM assign any moneys due or to become due to it hereunder, without such prior written consent of OWNER . Any assignment of the Contract or any interest therein by the CM or any partner of the CM without the prior written approval of the Owner, shall be void, and the assignee in such case shall acquire no rights in the Contract or in such moneys. OWNER may assign the Contract to any successor or assignee of OWNER’s interests, provided that OWNER demonstrates to the reasonable satisfaction of the CM that such successor or assignee has the capability of fulfilling OWNER’s obligations under the Contract.

10.2 Additional Information. Recognizing that OWNER may find it necessary during the progress of the Work to establish the current status of performance under the Contract Documents, the CM shall, without limitation of any other requirements of the Contract Documents, promptly provide upon request statements, documents or information to OWNER, the Project Manager and the Designer or others regarding the status of the Work, compliance of the Work with the Contract Documents, compliance by the CM or any Subcontractor with the Contract Documents, the names of Subcontractors or suppliers, amounts due or to become due or amounts previously paid to Subcontractors or suppliers, estimates of the portion of the Work completed and the cost of completing the Work, and such other matters within the scope of the CM's performance under the Contract Documents as OWNER may reasonably require.

10.3 Information Confidential. The CM shall treat as confidential any information relating to the Project that is specifically designated or identified by OWNER as confidential or proprietary, and shall not permit the release of such information to other parties without OWNER’s prior written authorization.

10.4 Governing Law. The Contract shall be governed by the laws of the Commonwealth of Massachusetts.

10.5 No Personal Liability; Consequential Damages

10.5.1 No member, officer, consultant, volunteer, participant, employee, agent or representative of

19

OWNER , Project Manager or Designer shall be personally liable to the CM under any term or provision of this Contract for OWNER 's payment obligations or otherwise, or because of any breach hereof.

10.5.2 In no event shall OWNER, the Project Manager or the Designer be liable to CM except for obligations expressly assumed by OWNER, the Project Manager or the Designer under the Contract Documents, nor shall OWNER, the Project Manager or the Designer ever be liable to the CM for indirect, special or consequential damages.

10.6 Conflict of Interest. The CM shall familiarize its employees assigned to perform services under this Agreement with the provisions of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict-of-interest statute). The CM acknowledges that OWNER is a "municipal agency" for purposes of the aforementioned statute and that the CM is an "interested party" for purposes of the statute. Accordingly, the CM, its employees and agents shall not offer or provide any employee of OWNER, the Project Manager, or the Designer any gift, gratuity, favor, meal, entertainment, loan or other item of monetary value. The CM warrants and represents that it currently has no interest and shall not acquire any interest, direct or indirect, which would be adverse to or conflict in any manner with the performance of its services under this Agreement or with the interest of OWNER or the Project. The CM further agrees that in the performance of this Agreement no person or entity having any such adverse or conflicting interest shall be employed or granted a subcontract. Except with OWNER’s knowledge and express consent, the CM shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to be adverse to the interests of OWNER or to compromise the CM's professional judgment with respect to the Project. The CM has a continuing obligation to divulge to OWNER all circumstances of its relationships with third parties, as well as any other interests that may have an effect on OWNER or the Project at the time of execution of this Agreement or during its performance. If OWNER believes that there is or has been a conflict of interest, or the appearance of a conflict of interest, it will so notify the CM. The CM shall make full disclosure of all material facts, and shall have a period of thirty (30) days after receipt of such notice to cure the conflict of interest or the appearance of conflict of interest, including the right to request a meeting with the OWNER to explain its position. If the conflict of interest or appearance of conflict of interest is not cured to the satisfaction of OWNER or the controversy otherwise resolved prior to expiration of such thirty (30) days period, the CM shall be deemed to be in default of this Agreement and OWNER may exercise any remedies available to it under this Agreement or applicable law.

10.7 Termination of Contract. The Contract may be terminated as provided in Article XVII of the General Conditions.

10.8 Exhibits. The following Exhibits are attached to and incorporated in this Agreement:

Exhibit 1. CM Contract Amount Breakdown/GC Exhibit (Forms B/C/D from RFP) Exhibit 2. Insurance Certificates and Bonds (may be added after contract execution and prior to construction services).

Exhibit 3. Prevailing Wage Rates

Article 11. Approved Subcontractors. No Trade Contractors or Other Subcontractors shall be used to perform any portions of the Work other than the work described in their subcontracts, without the prior

20

written approval of OWNER.

Article 12. Certifications. Pursuant to M.G.L. c. 62(c), s.49 (a), the individual signing this Contract on behalf of the Construction Manager hereby certifies, under the penalties of perjury, that to the best of his or her knowledge and belief the Construction Manager has complied with any and all applicable state and federal tax laws. The individual signing this Contract on behalf of the Contractor further certifies under penalties of perjury that the Contractor is not presently suspended or debarred from doing public construction work in the Commonwealth under the provisions of M.G.L. c. 29, s. 29F, or any other applicable debarment provisions of any other chapter of the General Laws or any rule or regulation promulgated thereunder and is not presently suspended or debarred from doing public construction work by any agency of the United States.

In addition, pursuant to M.G.L. c. 30, § 39S, the CM certifies under pains and penalties of perjury: (1) that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed in the work; (2) that all employees to be employed at the worksite will have successfully completed a course in construction safety and health approved by the United States Occupational Safety and Health Administration that is at least 10 hours in duration at the time the employee begins work and who shall furnish documentation of successful completion of said course with the first certified payroll report for each employee; and (3) that all employees to be employed in the work subject to this bid have successfully completed a course in construction safety and health approved by the United States Occupational Safety and Health Administration that is at least 10 hours in duration

Article 13. Minority Business Enterprise and Women Business Enterprise Participation Goals and Minority/Women Workforce Utilization Percentages See Appendix B to the General Conditions of the Contract and Article XIII of the General Conditions of the Contract.

EXHIBIT 1:

CM Contract Amount Breakdown/GC Exhibit (Forms B/C/D from RFP)

TOWN OF CANTON

WILLIAM H. GALVIN MIDDLE SCHOOL

PRICE PROPOSAL FOR CONSTRUCTION

MANAGEMENT AT RISK SERVICES

TOWN OF CANTON

William H. Galvin Middle School

SUBMITTED BY:

Consigli Construction Co., Inc.

72 Sumner Street, Milford, MA 01757

Bill O’Rourke, Project Executive

(508) 922-6755 | worourke@consigli.com

April 11, 2024

April 11, 2024

Jennifer Carlson

c/o LeftField

800 Hingham Street

Suite 101 AN

Rockland, MA 02370

Dear Ms. Carlson,

Enclosed please find Consigli Construction Co., Inc.’s (Consigli) Fee Proposal for the William H. Galvin Middle School:

Consigli has reviewed the contract documents and we are confident that we will easily be able to work together to finalize a mutually agreeable contract. The only clarifications/adjustments we would like to discuss are as follows:

► General Conditions, Art. XV, 1, 3rd sentence from bottom: Delete the word “in whole.” This is inconsistent with MGL c. 149, sec. 29C.

We are also open to any discussions on the costs presented to ensure that our approach aligns with the overall project goals. As I’m sure the committee knows, under Chapter 149A guidelines General Conditions are negotiable; only our proposed CM fee is fixed.

Thank you for your consideration of Consigli and we look forward to introducing our team and explaining our approach to building the William H. Galvin Middle School at our upcoming interview.

Best Regards,

Consigli Construction Co., Inc.

Bill O’Rourke, Project Executive

508.922.6755 | worourke@consigli.com

PRICING FORMS

FORM B (for Baseline Project Schedule)

CONSTRUCTION MANAGER SERVICES FEE PROPOSAL FORM William H. Galvin School, Canton, MA

A. SCHEMATIC DESIGN PHASE (From Form C.1):

Schematic Design Services Fee:

Anticipated Total Schematic Design Services Cost of: $ 44,608 (Line 1)

B. PRE-CONSTRUCTION PHASE (From Form C.2):

Pre-Construction Services Fee: $13,113 per month for 24 months

Anticipated Total Pre-Construction Services Cost of: $ 314,712 (Line 2)

C. CONSTRUCTION PHASE (From Form D):

Fee / Profit $_3,724,498_________(Line 3) (Insert Total Amount)

General Conditions (estimated) $__12,247,502___________ (Line 4) (Provide Schedule of Values)

TOTAL COST OF CONSTRUCTION MANAGEMENT $_16,331,320__________(Total of lines 1-4) Firm Name: _Consigli Construction Co., Inc.______________

By: ____________________________________________

(Signature of Authorized Representative)

Name of Signatory: _William J. O’Rourke, Jr._____________________

(type/print)

Title: _Project Executive___________________________

Date: _April 11, 2024_____________________________

FORM B.1 (for Optional Alternative Project Schedule)

CONSTRUCTION MANAGER SERVICES FEE PROPOSAL FORM William H. Galvin School, Canton, MA

We have not provided an alternate schedule at this time and therefore have intentionally left Form B.1 blank.

A. SCHEMATIC DESIGN PHASE (From Form C.1):

Schematic Design Services Fee:

Anticipated Total Schematic Design Services Cost of: $ (Line 1)

B. PRE-CONSTRUCTION PHASE (From Form C.2):

Pre-Construction Services Fee: per month for months

Anticipated Total Pre-Construction Services Cost of: $ (Line 2)

C. CONSTRUCTION PHASE (From Form D):

Fee / Profit $____________________ (Line 3) (Insert Total Amount)

General Conditions (estimated) $____________________ (Line 4) (Provide Schedule of Values)

TOTAL COST OF CONSTRUCTION MANAGEMENT $____________________(Total of lines 1-4) Firm Name: ____________________________________________

By: ____________________________________________

(Signature of Authorized Representative)

Name of Signatory: ____________________________________________

(type/print)

Title: ____________________________________________

Date: ____________________________________________

FORM C.1

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS

SCHEMATIC DESIGN PHASE

FORM C.2

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS

PRE-CONSTRUCTION PHASE

FORM D (for Baseline Project Schedule)

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS:

CONSTRUCTION PHASE

FORM D (for Baseline Project Schedule) CONTINUED

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS:

CONSTRUCTION PHASE

FORM D (for Baseline Project Schedule) CONTINUED

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS: CONSTRUCTION PHASE

Fill in amounts for all items even if the work is to be subcontracted unless included in Sections A, B, C or D above

* If a CM proposes to use laborers (their own forces) on site, the CM is to provide a breakdown of the actual cost of the laborer and any mark-ups in the following format (Include on separate sheet, a detailed breakdown of mark ups and burden): Rate + Any Mark-ups = Total Proposed Rate:

FORM D (for Baseline Project Schedule) CONTINUED

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS: CONSTRUCTION PHASE

Please note: The following cost items are not to be included in the CM’s cost for General Conditions above for the purpose of determining the CM’s Price Proposal. The Costs for these items shall be included as a “Cost of Work” at the time the GMP is negotiated with the selected CM.

FORM D.1 (for Optional Alternative Project Schedule)

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS:

CONSTRUCTION PHASE

We have not provided an alternate schedule at this time and therefore have intentionally left Form B.1 blank.

FORM D.1 (for Optional Alternative Project Schedule) CONTINUED

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS:

CONSTRUCTION PHASE

We have not provided an alternate schedule at this time and therefore have intentionally left Form B.1 blank.

FORM D.1 (for Optional Alternative Project Schedule) CONTINUED SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS: CONSTRUCTION PHASE

We have not provided an alternate schedule at this time and therefore have intentionally left Form B.1 blank.

Fill in amounts for all items even if the work is to be subcontracted unless included in Sections A, B, C or D above

* If a CM proposes to use laborers (their own forces) on site, the CM is to provide a breakdown of the actual cost of the laborer and any mark-ups in the following format (Include on separate sheet, a detailed breakdown of mark ups and burden): Rate + Any Mark-ups =Total Proposed Rate:

FORM D.1 (for Optional Alternative Project Schedule) CONTINUED

SCHEDULE OF CONSTRUCTION MANAGEMENT COSTS: CONSTRUCTION PHASE

We have not provided an alternate schedule at this time and therefore have intentionally left Form B.1 blank.

Please note: The following cost items are not to be included in the CM’s cost for General Conditions above for the purpose of determining the CM’s Price Proposal. The Costs for these items shall be included as a “Cost of Work” at the time the GMP is negotiated with the selected CM.

Pickering Middle School Fee Proposal June 1, 2023

Page 1 of 3

Pickering Middle School Fee Proposal June 1, 2023

Page 2 of 3

Pickering Middle School Fee Proposal June 1, 2023

Page 3 of 3

GC LABOR RATES

CONSIGLI / RIGGS – PROPOSED LABOR RATES

TOWN OF CANTON WILLIAM H. GALVIN MIDDLE SCHOOL

APRIL 11, 2024

Stipulated Fully Burdened Labor Rates per Hour

Project Executive $ 235

Senior Project Manager $ 185

Project Manager $ 170

Assistant Project Manager $ 145

Project Engineer $ 125

Sustainability Manager $ 160

General Superintendent $ 235

Senior Superintendent $ 185

Superintendent $ 170

Assistant Superintendent $ 125

Field Engineer $ 155

Chief Estimator $ 235

Senior Estimator $ 185

Estimator $ 170

Assistant Estimator $ 145

Purchasing Director $ 235

Senior Purchaser $ 170

Purchaser $ 140

Assistant Purchaser $ 125

Preconstruction Director $ 235

Senior Preconstruction Manager $ 185

Preconstruction Manager $ 170

Senior Quality Control Manager $ 175

Quality Control Manager $ 160

Quality Control Engineer $ 115

Senior VDC Manager $ 175

VDC Manager $ 160

Assistant VDC Manager $ 135

VDC Engineer $ 115

Senior MEP Manager $ 175

MEP Manager $ 160

Assistant MEP Manager $ 135

MEP Engineer $ 120

Senior Scheduling Manager $ 175

Scheduling Manager $ 160

Scheduling Engineer $ 115

Safety Director $ 210

Senior Safety Manager $ 185

Safety Manager $ 170

Assistant Safety Manager $ 125

DEI Manager $ 135

Risk Director $ 200

Clerical $ 105

Project Administrator $ 105

Project Planner $ 105

Lean Director $ 210

Senior Lean Manager $ 175

Lean Manager $ 160

Assistant Lean Manager $ 135

Lean Engineer $ 115

Senior Project Accountant $ 155

Project Accountant $ 135

Assistant Project Accountant $ 110

Consigli Legal Counsel $ 285

IT Director $ 185

IT Manager $ 145

IT Tech $ 125

Intern $ 60

Mason Tender $ 111

Mason $ 140

Mason Foreman $ 154

Carpenter $ 121

Carpenter Foreman $ 135

Laborer $ 109

Laborer Foreman $ 114

Equipment Operator $ 129

Owner and contractor agree to use these payment rates for determining Cost of the Work as that term relates to these personnel. With respect to these personnel, Owner’s audit shall be limited to verifying hours only.

EXHIBIT 2:

Insurance Certificates and Bonds

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

4/26/2024

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

1897150533

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

LTRINSR

BA2,000,000 100,000

$

$

10,000

$

2,000,000

$

4,000,000

$

$

4,000,000

$

D 1,000,000

$

$

$

$

$

C25,000,000

$

25,000,000

$

$

E

1,000,000

$

1,000,000 $

1,000,000 $

F $25,000,000 $25,000,000

$1,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)$15M XS $10M Excess Liability -- Insurer G: ACE Property and Casualty Company, NAIC #20699 -- Policy #XCQ G71765556 005 -- Term: 12/30/2023-12/30/2024.

Deductible – GL: $250,000 Per Occurrence; Auto Liability: $25,000; WC: $250,000 Per Occurrence

RE: William H. Galvin Middle School Project.

See Attached...

CERTIFICATE HOLDER

Town of Canton

801 Washington St.

Canton MA 02021

ACORD 25 (2016/03)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

AGENCY

AGENCY CUSTOMER ID:

LOC #:

ADDITIONAL REMARKS SCHEDULE Page of 1 1

NAMED INSURED

Alliant Insurance Services, Inc.Consigli Construction Co., Inc.

POLICY NUMBER

72 Sumner St. Milford, MA 01757

CARRIER NAIC CODE

EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

25 CERTIFICATE OF LIABILITY INSURANCE

FORM NUMBER: FORM TITLE:

Town of Canton, Massachusetts School Building Authority and anyone else reasonably requested by the Owner are included as Additional Insureds as required by written contract and executed prior to a loss, but limited to the operations of the Insured under said contract, with respect to the Automobile, General Liability, Pollution and Umbrella/Excess Liability policies. Automobile, General Liability and Umbrella/Excess Liability evidenced herein are primary and noncontributory to

other insurance available to an additional insured, but only to the extent required by written contract with the insured and executed prior to a loss. A Waiver of Subrogation applies in favor of above mentioned additional insureds with respect to insured operations where required by written contract but limited to the operations of the Insured under said Contract and executed prior to a loss, with respect to the Automobile, General Liability, Workers Compensation and Umbrella/Excess Liability policies. Additional Insured status applies for ongoing and completed operations.

30 days’ notice of cancellation or non-renewal will be provided to Certificate Holder, except 10 days’ notice for cancellation for non-payment of premium.

ACORD 101 (2008/01)

© 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

EXHIBIT B: FORMS FROM CM AT-RISK RFP

RFP for CM at Risk Services

William H. Galvin Middle School

May 1, 2024

Attachment M.2

NON-COLLUSION AFFIDAVIT

The undersigned hereby declares under the penalties of perjury that they have carefully examined the Request for Proposals, Sample Contract and General Conditions, Preliminary Design Program Submission and Preferred Schematic Report, referred to the project website for additional information, and also the site upon which the proposed work is to be performed.

The undersigned also hereby certifies under the penalties of perjury that the Offeror is the only entity interested in this proposal; that it is made without any connection with any other person making any bid for the same work, that no person acting for, or employed by, the Town of Canton is directly or indirectly interested in this proposal, or in any contract which be made under it, or in expected profits to arise therefrom; and without directly or indirectly influencing or attempting to influence any other person or corporation to bid or to refrain from bidding or to influence the amount of the bid of any other person or corporation; and that this proposal is made in good faith without collusion or connection with any other person bidding for the same work; and that this proposal is made with distinct reference and relation to the plans and specifications prepared for this contract and herein mentioned. The undersigned further declares that in regard to the conditions affecting the work to be done and the labor and materials needed, this proposal is based solely on Offeror’s own investigation and research and not in reliance upon any representation of any employee officer or agent of the Town of Canton.

No oral, written or telegraphic amendments to this bid will be accepted. An Offeror wishing to amend this proposal after transmittal to Owner may do so only by written notice received by Owner in the office designated in the request for proposal prior to the time and date set for the review of proposals.

Consigli Construction Co., Inc.

Name of Offeror: __________________________________________

Company or Joint Venture Name

__________________________________________

Authorized Representative Signature

Matthew Consigli, President

__________________________________________

Print Name and Title

RFP for CM at Risk Services Page 31 of 59 March 18, 2024

Attachment M.3

INFORMATIONAL SHEET

A. If a Corporation:

Incorporated in what State:

Massachusetts

President: Treasurer: Secretary:

Matthew Consigli Anthony Consigli J. Scott Lerner

B. If a foreign corporation, are you registered to do business in Massachusetts? N/A N/A

Yes No

To be considered for Selection for this work, you-are required under Massachusetts General Laws Ch. 30, Sec. 39L to obtain from the Secretary of State, Foreign Corporations Section, a certificate stating that your corporation is registered, and to furnish such certificate to DCAMM prior to award of the contract.

C. If a partnership, name all partners on attached sheet.

D. If an individual:

Name:

Residence:

N/A N/A

E. If an individual doing business under a firm name:

Name of Firm:

N/A

Business Address:

N/A

Name of Individual:

N/A

RFP for CM at Risk Services Page 32 of 59 March 18, 2024

Attachment M.4

AFFIDAVIT OF COMPLIANCE

X

Massachusetts Business Corp. Foreign Corp. Non-Profit Corp.

Matthew Consigli

President

I, President Clerk of

Consigli Construction Co., Inc.

, principal office is located at

72 Sumner Street, Milford, MA 01757

I do hereby certify that the above-named corporation has filed with the State Secretary all certificates and annual reports required by Chapter 156B Sec. 109 (business corporation), by Chapter 181, Sec. 4 (foreign corporation) or by Chapter 180, Sec. 26A (non-profit corporation) of the Massachusetts General Laws.

11 April 24

SIGNED UNDER THE PENALTIES OF PERJURY this day of , 20__.

Signature of Duly Authorized Corporate Officer

RFP for CM at Risk Services Page 33 of 59 March 18, 2024

Attachment M.5

AFFIDAVIT OF

PREVAILING WAGE COMPLIANCE (C. 149, S. 26 AND 27)

Matthew Consigli President

I , , of the Name Title

Consigli Construction Co., Inc. Offeror’s Company Name

72 Sumner St, Milford, MA 01757

, with a principal office is located at

do hereby certify that the above-named corporation will comply with the prevailing wage laws as set forth in Sections 26 and 27 of the Massachusetts General Laws.

11 April 24

SIGNED UNDER THE PENALTIES OF PERJURY this day of , 20__ .

Signature of Duly Authorized Corporate Officer

RFP for CM at Risk Services Page 34 of 59 March 18, 2024

Attachment M.6

CERTIFICATION OF TAX COMPLIANCE

TOWN OF CANTON, MA

Pursuant to M.G.L. Ch. 62c. sec. 49a.

Matthew Consigli

I, _________________________________________________,

X

President, _________________, Clerk, ___________________, Partner, of ___________________, Consigli Construction Co., Inc.

______________________________________________, hereby certify under penalties of perjury Consigli Construction Co., Inc.

that ___________________________________ has, to my best knowledge and belief, filed all state tax returns and paid all state taxes required under law.

042088291 Consigli Construction Co., Inc.

Federal Identification Number Company Name

or Social Security Number

Signature

Matthew Consigli

Name of Duly Authorized (type/print)

President

Title/Company Position

RFP for CM at Risk Services Page 35 of 59 March 18, 2024

FEDERAL INSURANCE COMPANY

BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY

March 6, 2024

Ms. Jennifer Carlson

Town of Canton

c/o LeftField, LLC

RE: Consigli Construction Co., Inc.

Request for Qualifications for Construction Management at Risk Services

William H. Galvin Middle School

Estimated Construction Cost: $186,000,000 +/‐

Dear Ms. Carlson:

Federal Insurance Company and Berkshire Hathaway Specialty Insurance Company (“co‐surety”) is privileged to act as co‐surety for Consigli Construction Co., Inc. (“Consigli”). As Consigli’s co‐surety, we have always been impressed by our client’s diverse capabilities, past project experience, track record of performance and depth of the company’s professional staff.

Throughout our relationship, the co‐surety has provided all of the surety bonds that Consigli’s clients have requested. With respect to Consigli’s current bonding requirements, please be advised that the co‐surety is willing to support individual projects with contract values approaching $500,000,000 with corresponding backlogs approaching $4,750,000,000. The co‐surety will provide Consigli with the payment and performance bondsin an amount equal to or greaterthan one hundred ten percent (110%) of the estimated construction cost of the Project.

As is customary within the surety industry, the execution of any bonds would be subject to, but not necessarily limited to receipt and favorable review of all contract terms and conditions, bond forms, confirmation of project financing and all current underwriting information needed at the time of the request for bonds is made by Consigli to its co‐surety. Please understand that any arrangement for surety bonds is a matter strictly between Consigli and its co‐surety. As such, we assume no liability to you or any third party by the issuance of this letter.

When this commitment has been furnished to comply with a statutory, legal or prequalification requirement in the location of the project, any provision of this commitment conflicting with said statutory, legal or prequalification requirement shall be deemed deleted herefrom and provisions conforming to such statutory other legal or prequalification requirement shall be deemed incorporated herein.

Each of the surety companies are fully licensed and authorized to conduct surety business in in all fifty States and each is listed in the US Department of Treasury's listing of Approved Sureties (Department Circular 570). Each surety company has a Company Policyholder rating of ‘A’ or better by A.M. Best Company, all with a Financial Size Category ‘XV’ or greater.

The co‐surety strongly recommends Consigli to you. Please feel free to contact this office should you have any questions regarding the bonding capacity or technical ability of Consigli Construction Co., Inc.

Sincerely,

Federal Insurance Company

Berkshire Hathaway Specialty Insurance Company

Sandra C. Lopes, Attorney‐in‐Fact

c/o Alliant Insurance Services, Inc.

125 High Street, Suite 2205

Boston, MA 02110

(617) 535‐7200

39353 Power Of Attorney

BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY

NATIONAL INDEMNITY COMPANY / NATIONAL LIABILITY & FIRE INSURANCE COMPANY

Know all men by these presents, that BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY, a corporaon exisng under and by virtue of the laws of the State of Nebraska and having an office at One Lincoln Street, 23rd Floor, Boston, Massachuses 02111, NATIONAL INDEMNITY COMPANY, a corporaon exisng under and by virtue of the laws of the State of Nebraska and having an office at 3024 Harney Street, Omaha, Nebraska 68131 and NATIONAL LIABILITY & FIRE INSURANCE COMPANY, a corporaon exisng under and by virtue of the laws of the State of Conneccut and having an office at 100 First Stamford Place, Stamford, Conneccut 06902 (hereinaer collecvely the “Companies”), pursuant to and by the authority granted as set forth herein, do hereby name, constute and appoint: Sandra C. Lopes, Nicholas Labbe, Laurie Rothwell, Nicole Roy, Jean M. Feeney, Michael J. Cusack, John J. Gambino, Gabriela Camacho, Eric J. Canterbury, 125 High Street, of the city of Boston, State of Massachuses, their true and lawful aorney(s)-in-fact to make, execute, seal, acknowledge, and deliver, for and on their behalf as surety and as their act and deed, any and all undertakings, bonds, or other such wrings obligatory in the nature thereof, in pursuance of these presents, the execuon of which shall be as binding upon the Companies as if it has been duly signed and executed by their regularly elected officers in their own proper persons. This authority for the Aorney-in-Fact shall be limited to the execuon of the aached bond(s) or other such wrings obligatory in the nature thereof.

In witness whereof, this Power of Aorney has been subscribed by an authorized officer of the Companies, and the corporate seals of the Companies have been affixed hereto this date of August 24, 2023. This Power of Aorney is made and executed pursuant to and by authority of the Bylaws, Resoluons of the Board of Directors, and other Authorizaons of BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY, NATIONAL INDEMNITY COMPANY and NATIONAL LIABILITY & FIRE INSURANCE COMPANY, which are in full force and effect, each reading as appears on the back page of this Power of Aorney, respecvely. The following seals of the Companies and signatures by an authorized officer of the Company may be affixed by facsimile or digital format, which shall be deemed the equivalent of and constute the wrien signature of such officer of the Companies and original seals of the Companies for all purposes regarding this Power of Aorney, including sasfacon of any signature and seal requirements on any and all undertakings, bonds, or other such wrings obligatory in the nature thereof, to which this Power of Aorney applies.

BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY,

By: David Fields, Execuve Vice President

NATIONAL INDEMNITY COMPANY,

NATIONAL LIABILITY & FIRE INSURANCE COMPANY, By:

David Fields, Vice President

NOTARY

State of Massachuses, County of Suffolk, ss:

On this 24th day of August, 2023, before me appeared David Fields, Execuve Vice President of BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY and Vice President of NATIONAL INDEMNITY COMPANY and NATIONAL LIABILITY & FIRE INSURANCE COMPANY, who being duly sworn, says that his capacity is as designated above for such Companies; that he knows the corporate seals of the Companies; that the seals affixed to the foregoing instrument are such corporate seals; that they were affixed by order of the board of directors or other governing body of said Companies pursuant to its Bylaws, Resoluons and other Authorizaons, and that he signed said instrument in that capacity of said Companies.

[Notary Seal]

Notary Public

I, Ralph Tortorella, the undersigned, Officer of BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY, NATIONAL INDEMNITY COMPANY and NATIONAL LIABILITY & FIRE INSURANCE COMPANY, do hereby cerfy that the above and foregoing is a true and correct copy of the Power of Aorney executed by said Companies which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, see hereunto affixed the seals of said Companies this March 6, 2024.

Ralph Tortorella, Officer

BHSIC, NICO & NLF POA (2023)

BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY (BYLAWS)

ARTICLE V.

CORPORATE ACTIONS

. . . .

EXECUTION OF DOCUMENTS:

. . . .

Secon 6.(b) The President, any Vice President or the Secretary, shall have the power and authority: (1) To appoint Aorneys-in-fact, and to authorize them to execute on behalf of the Company bonds and other undertakings, and (2) To remove at any me any such Aorney-in-fact and revoke the authority given him.

NATIONAL INDEMNITY COMPANY (BY-LAWS)

Secon 4. Officers, Agents, and Employees:

A. The officers shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, and one or more Assistant Treasurers none of whom shall be required to be shareholders or Directors and each of whom shall be elected annually by the Board of Directors at each annual meeng to serve a term of office of one year or unl a successor has been elected and qualified, may serve successive terms of office, may be removed from office at any me for or without cause by a vote of a majority of the Board of Directors, and shall have such powers and rights and be charged with such dues and obligaons as usually are vested in and pertain to such office or as may be directed from me to me by the Board of Directors; and the Board of Directors or the officers may from me to me appoint, discharge, engage, or remove such agents and employees as may be appropriate, convenient, or necessary to the affairs and business of the corporaon.

NATIONAL INDEMNITY COMPANY (BOARD RESOLUTION ADOPTED AUGUST 6, 2014)

RESOLVED, That the President, any Vice President or the Secretary, shall have the power and authority to (1) appoint Aorneys in-fact, and to authorize them to execute on behalf of this Company bonds and other undertakings and (2) remove at any me any such Aorney-in-fact and revoke the authority given.

NATIONAL LIABILITY & FIRE INSURANCE COMPANY (BY-LAWS)

ARTICLE IV

Officers

Secon 1. Officers, Agents and Employees:

A. The officers shall be a president, one or more vice presidents, one or more assistant vice presidents, a secretary, one or more assistant secretaries, a treasurer, and one or more assistant treasurers, none of whom shall be required to be shareholders or directors, and each of whom shall be elected annually by the board of directors at each annual meeng to serve a term of office of one year or unl a successor has been elected and qualified, may serve successive terms of office, may be removed from office at any me for or without cause by a vote of a majority of the board of directors. The president and secretary shall be different individuals. Elecon or appointment of an officer or agent shall not create contract rights. The officers of the Corporaon shall have such powers and rights and be charged with such dues and obligaons as usually are vested in and pertain to such office or as may be directed from me to me by the board of directors; and the board of directors or the officers may from me to me appoint, discharge, engage, or remove such agents and employees as may be appropriate, convenient, or necessary to the affairs and business of the Corporaon.

NATIONAL LIABILITY & FIRE INSURANCE COMPANY (BOARD RESOLUTION ADOPTED AUGUST 6, 2014)

RESOLVED, That the President, any Vice President or the Secretary, shall have the power and authority to (1) appoint Aorneys in-fact, and to authorize them to execute on behalf of this Company bonds and other undertakings and (2) remove at any me any such Aorney-in-fact and revoke the authority given.

BHSIC, NICO & NLF POA (2023)

EXHIBIT C: REQUEST FOR CM AT-RISK PROPOSAL

CONSIGLI CONSTRUCTION CO. TECHNICAL PROPOSAL CONSIGLI CONSTRUCTION CO. INTERVIEW PRESENTATION

RFP for CM at Risk Services William H. Galvin Middle School

May 1, 2024

Request for Proposals for Construction Management at Risk Services

William H. Galvin Middle School Canton, MA

March 18, 2024

Submission Deadline:

Monday, April 8, 2024 - 12:00 PM

Pre-Proposal Briefing:

Friday, March 22, 2024 - 2:30 PM

Deadline for Questions:

Thursday, March 28, 2024 – 5:00 PM

Submit Proposals to:

Upload Electronic Submission to:

https://leftfieldpm.egnyte.com/ul/T3sWELXcwD

Submit Hard Copies to:

Jennifer Carlson

c/o LeftField

800 Hingham Street

Suite 101 AN

Rockland, MA 02370

REQUEST FOR PROPOSALS FOR

CONSTRUCTION MANAGER AT RISK SERVICES

IMPORTANT DATES AND INFORMATION

Informational Briefing/Site Visit: Friday, March 22, at 2:30 PM Meet at the Front Entry of the

William H. Galvin Middle School

55 Pecunit Street

Canton, MA 02010

Deadline for Receipt of Questions: Thursday, March 28, 2024 at 5:00 PM

Submit Questions by email only: jcarlson@leftfieldpm.com, copy lliporto@leftfieldpm.com

Response to Questions emailed to CM’s: Friday, March 29, 2024 by 5:00 PM Proposal Submission Deadline: Monday, April 8 at 12:00 PM

Submit Digital Proposals to: Upload to link:

https://leftfieldpm.egnyte.com/ul/T3sWELXcwD

Submit Hard Copy Proposals to: Jennifer Carlson, LeftField LLC 800 Hingham Street

Suite 101 AN

Rockland, MA 02370

Additional Documentation: https://galvinmsproject.com/

Interviews: Interviews will be with the William H. Galvin Middle School Building Committee’s CM at Risk

Selection Subcommittee and are tentatively

scheduled for April 22nd & 23rd, 2024 between 1:00

PM and 5:00 PM. Please note that the interview time

for each firm will be determined by the

Subcommittee. Please keep these dates available.

Firms will be notified of their specific interview time

and the location of the interviews by 5:00 PM on

April 8, 2024.

Drone Flyover Requests: Please reach out to Jen Carlson, copying Linda Liporto, to coordinate drone flyovers of the site.

certification to operate the drone must be emailed to

coordinate a time.

RFP for CM at Risk Services Page 2 of 59 March 18, 2024

TABLE OF CONTENTS

Section One: Notice to Construction Managers

1.1 General

1.2 Request for Proposal Documents

1.3 Contractual Status of RFP and Proposals

1.4 Communications

1.5 Compliance with RFP

1.6 Examination of Documents

1.7 Pre-Proposal Briefing and Site Visit

1.8 Addendum Procedures

1.9 Requests for Interpretations of Documents

1.10 Proposal Submission

1.11 Proposal Format

1.12 Commitment Letter from Surety

1.13 Modification or Withdrawal of Proposals

1.14 Rejection of Proposals

1.15 Review of Proposals

1.16 Evaluation Process

1.17 Interviews

1.18 Modifications to Scope of Work

1.19 Negotiating and Award

1.20 Equal Employment Opportunity, Nondiscrimination and Affirmative Action Requirements

1.21 Roles and Responsibilities of Awarding Authority

Section Two: Project Information

2.1 Preliminary Project Schedule

2.1a Project Schedule Alternative

2.1b Project Schedule Status

2.2 Estimated Construction Cost Range

2.3 Schematic Design and Previous Program Documents

Section Three: Submission Requirements: Non-Price Proposal 3.1 Non-Price Proposal Submission Instructions

3.2 Non-Price Proposal Required Information

3.3 Non-Price Proposal Forms and Attachments:

• Form A - Request for Proposal Response Form

• Offeror’s DCAMM Certificate of Eligibility and Update Statement • Non-Collusion Affidavit

• Informational Sheet

• Affidavit of Compliance

• Affidavit of Prevailing Wage Compliance

• Certificate of Tax Compliance

• Surety Commitment Letter

RFP for CM at Risk Services Page 3 of 59 March 18, 2024

Section Four: Submission Requirements: Price

4.1 Price Submission Instructions

4.2 Forms

• Form B - Fee Proposal Summary Form

• Form C.1 - Schedule of CM Costs – Schematic Design Phase

• Form C.2 - Schedule of CM Costs – Pre-Construction Phase

• Form D - Schedule of CM Costs – Construction Phase

Section Five: Review of Proposals and Evaluation Process

5.1 Review of Proposals

5.2 Evaluation Process

Section Six: Evaluation Criteria

6.1 Evaluation Criteria

6.2 Required Information

6.3 Project Experience as Demonstrated by, but not limited to, Three Projects 6.4 Qualifications of Personnel

6.5 Pre-Construction Services Plan

6.6 Construction Services Plan

6.7 Preliminary Project Schedule

6.8 Record of Terminations, Liquidated Damages, Surety, and Legal Actions

Section Seven: Negotiation and Award of Contract

7.1 Award of Contract

7.2 Time for Finalizing Contract

7.3 Award without Negotiations

7.4 Suspend or Debarred Offerors

7.5 Related Work Prohibitions

RFP Submission Checklist

Attachments:

• Appendix A: Construction Contract for Construction Manager at Risk Services • Appendix B: General Conditions of the Contract

NOTE: The Construction Manager at Risk Contract executed between the successful Offeror and the Town of Canton shall be in substantial compliance with the attached sample documents.

RFP for CM at Risk Services Page 4 of 59 March 18, 2024

SECTION ONE: NOTICE TO CONSTRUCTION MANAGERS

1.1 GENERAL

The William H. Galvin Middle School Project in Canton, Massachusetts is the subject of this Request for Proposal ("RFP"). Pursuant to Chapter 149A of the General Laws, the Town of Canton requests proposals for Construction Management at Risk Services for the William H. Galvin Middle School Project in Canton, MA. Firms which have been selected as qualified may submit proposals to perform the Construction Management at Risk Services required by this RFP and the attached documents. The Town of Canton intends to award a Construction Manager at Risk Contract that substantially conforms to the Construction Management Agreement and the General Conditions of the Contract attached to this RFP including the requirements of this Request for Proposals. The CM Contract shall include the following:

▪ Schematic Design Phase services will begin Early May 2024 upon execution of contract with the selected CM and will continue to submission of the Schematic Design Submission to MSBA on June 27, 2024. MSBA approval is anticipated in August 2024 followed by the Town vote in November/December 2024. It will include a document/build-ability review and recommendations, construction logistics, construction scheduling and a full independent cost estimate based on the Schematic Design documents, and possible value engineering recommendations. The Schematic Design Estimate package will be issued to the estimator, including the Construction Manager, on/around May 1, 2024 with the intention to have reconciled estimates on/around May 30, 2024.

▪ Pre-Construction Phase services will begin during the Design Development phase of the Project and will continue through the development and bidding of a possible Enabling/Early Bid Package or through the Main Bid Package. It will include document/build-ability reviews and recommendations, construction logistics, construction scheduling and full independent cost estimates based on the 100% Design Development, 60% Construction Documents and 90% Construction Documents documentation and for the Enabling/Early Bid Package scope of work, if the Town decides to pursue an early package.

▪ All services outlined in this RFP will be part of the Schematic Design Phase Services and Pre-Construction Services.

If the Town decides to pursue an early package, interim GMPs will be awarded by contract amendment for construction of the Enabling/Early Bid Package. A Guaranteed Maximum Price ("GMP") contract amendment will be negotiated prior to proceeding into the Main Construction Phase Services.

LeftField, LLC is the Owner’s Project Manager for the project.

Ai3 is the Architect or Designer for the project.

Qualified Construction Management firms are hereby asked to prepare a Proposal consisting of two parts:

1. Non-Price Proposal Submission and

2. Price Proposal Submission

RFP for CM at Risk Services Page 5 of 59 March 18, 2024

The term "Offeror" is defined to mean a qualified entity submitting a Proposal for the Work of this Contract and is synonymous with the term "Contractor" and "Construction Manager" ("CM") as used in the Technical Specifications.

This RFP contains all the information and requirements for the project needed by prospective Offerors for the submission of their complete Proposals and the evaluation thereof. Utilizing the format prescribed, Offerors are to provide the requested information and demonstrate their specific qualifications. Proposals shall be as complete and as accurate as possible and present data relative to the specific project under consideration. Offerors shall make every effort to present information clearly and concisely in accordance with the formats described herein.

1.2 REQUEST FOR PROPOSAL DOCUMENTS

The Request for Proposal Document packages have been provided to pre-qualified firms only. All back-up documents are available at the William H. Galvin Middle School Project website link

https://galvinmsproject.com/

1.3 CONTRACTUAL STATUS OF RFP AND PROPOSALS

The Town of Canton assumes no responsibility for costs incurred in the preparation of a Proposal or related activities of any Offeror. The Town of Canton reserves the right to amend or withdraw the RFP at any time in its sole discretion before the execution of the contract. In such event, the Town of Canton shall not be liable to any Offeror for the costs incurred by it as a result of the amendment or withdrawal of the RFP. The RFP, including the documents incorporated in the RFP, have been prepared to solicit Proposals, and are not contract offers. The only document that will be binding on the Town of Canton is the contract, duly executed by the Town of Canton and the Construction Management Firm selected pursuant to the Selection Process.

1.4 COMMUNICATIONS

A. All correspondence and documents should reference the Project Name:

Construction Management at Risk Services Proposal

William H. Galvin Middle School Project

Canton, MA

B. Construction Manager Contact Person:

Jennifer Carlson at LeftField, LLC will address all communications relating to the RFP and the Selection Process to the CM firm’s designated contact person. Offerors must provide LeftField with the following contact information:

Name:

Address:

Phone Number:

Email Address:

RFP for CM at Risk Services Page 6 of 59 March 18, 2024

C. The Town of Canton’s Contact Person:

Jennifer Carlson, LeftField, LLC

Phone: 774-262-9448

Email: jcarlson@leftfieldpm.com

1.5 COMPLIANCE WITH RFP

Offerors must fully comply with the Proposal requirements described below for the Town of Canton to properly evaluate each Proposal. The Town of Canton reserves the right to reject any Proposal not in compliance with the RFP.

1.6 EXAMINATION OF DOCUMENTS

Before submitting a Proposal, each Offeror must thoroughly examine the RFP, including the form of contract and all other attachments, and familiarize itself with the site and with local conditions and with federal, state, and local laws, ordinances, rules and regulations and any other circumstances or conditions that may in any manner affect cost or performance of the contract. Failure of an Offeror to acquaint itself with the RFP or to review the documents contained in or referred to in the RFP, shall in no way relieve Offeror from any obligation with respect to its Proposal. Each Offeror shall promptly notify the Town of Canton of any ambiguity, inconsistency, or error it may discover upon examination of the RFP or any Project information. The submission of a Proposal by the Offeror shall constitute a representation: a) that the RFP is sufficient in scope and detail to describe the services to be provided and the terms and conditions of their provision; and b) that the Offeror understands and has complied with every requirement of the RFP.

1.7 PRE-PROPOSAL BRIEFING AND SITE VISIT

A Pre-Proposal Informational Briefing and Site Visit will be held at the site of the existing William H. Galvin Middle School, starting with a meeting at the front entry of the existing school on the date and time indicated on page 2 of the RFP. Each Offeror intending to submit a proposal are strongly urged to have a representative at the Pre-Proposal Briefing. The Offer’s Key Team Members are encouraged to attend. It will be important to see the site and its constraints and to hear from the School about their concerns to get a better understanding of the project. While the school itself sits on a large site, the phasing, proximity to the elementary school, as well as traffic and site access logistics will make this a challenging project. These are key issues with the project that they will want addressed by the CM in their proposal.

1.8 ADDENDUM PROCEDURES

The Town of Canton reserves the right to amend the RFP at any time up to 48 hours prior to the submission deadline. Any amendments to the RFP shall be issued through written addenda. The Town of Canton will provide copies of each addendum to all Offerors who received the RFP. Each addendum will be sent by email to the email address provided for the contact person provided in the Offeror's response to Section 1.4. C. above. All addenda, so issued, shall become part of the RFP. Each Offeror shall be responsible for determining that it has received all addenda issued, and failure of any Offeror to receive any addendum shall not relieve such Offeror from any obligation imposed by such addendum.

RFP for CM at Risk Services Page 7 of 59 March 18, 2024

1.9 REQUESTS FOR INTERPRETATION OF DOCUMENTS

Please limit questions to those that will impact your proposal or your fundamental understanding of the Project. The full Preliminary Design Program Submission, Preferred Schematic Report, and previous Design information is available to all Offerors at the William H. Glavin Middle School Project website link below:

https://galvinmsproject.com/document-library/

Full detailed project information will be provided to the successful CM firm after their contract is approved.

All questions and requests for clarification or interpretation of the meaning of the RFP and any other correspondence concerning the RFP shall be submitted in writing by email to:

Jennifer Carlson, Leftfield, LLC copy to: Linda Liporto, LeftField, LLC Phone 774-262-9448 617-224-8684

Email: jcarlson@leftfieldpm.com lliporto@leftfieldpm.com

To be given consideration, such questions, requests, or correspondence shall be received by the deadline for receiving questions, stated on Page 2 of the RFP. Clarifications or interpretations and any supplemental instructions or forms, if issued, shall be issued as written addenda prior to the date for the due date of Proposals. Oral clarifications, interpretations, instructions, or other communications, including but not limited to, statements made at the pre-proposal informational briefing, will not be binding on the Town of Canton in any way. The Town of Canton will not be responsible for, and an Offeror may not rely upon or use as the basis of a claim against the Town of Canton or a consultant of the Town of Canton, any information, explanation or interpretation of the RFP rendered in any manner other than as provided in the manner prescribed in this Paragraph 1.9.

1.10 PROPOSAL SUBMISSION

A. Proposals must be submitted in form and substance as required by the RFP no later than the date and time shown on Page 2 of the RFP or a later date and time if established by addendum duly issued by the Town of Canton (in either case, the "Proposal Deadline").

B. Digital Submissions to be uploaded to the link below:

https://leftfieldpm.egnyte.com/ul/T3sWELXcwD

And five (5) hard copies submitted to:

Jennifer Carlson, LeftField LLC

800 Hingham Street

Suite 101 AN

Rockland, MA 02370

Please contact Jennifer Carlson, copy Linda Liporto, if any issues are encountered.

RFP for CM at Risk Services Page 8 of 59 March 18, 2024

C. It is the Offeror's responsibility to obtain a time stamp of no later than the stipulated deadline. Proposals submitted after the Proposal deadline shall not be accepted for consideration.

D. An authorized person must sign the (Non-Price) Request for Proposal Response Form and the Price Proposal in ink to bind the Offeror.

E. Any and all addenda must be acknowledged on the Request for Proposal Response Form. 1.11 PROPOSAL FORMAT

Offerors are referred to the sections regarding Evaluation Criteria for specific guidelines for the preparation and submission of their proposal. If the Offeror has any exceptions to the terms of the proposed contract documents or the conditions required by the RFP, it must list those exceptions in its Proposal. Offerors are not expected to present extensive lists of exceptions. The Owner reserves the right to determine that a Proposal is non-responsive if the exceptions would have a substantial impact on the Owner's ability to fairly evaluate the Proposals.

1.12 COMMITMENT LETTER FROM SURETY

Each proposal shall be accompanied by a commitment letter from a surety company licensed to do business in the Commonwealth and whose name appears on United States Treasury Department Circular 570, stating the surety's willingness to bond the Proposer if the Proposer is selected by the Town of Canton for the award of the CM at Risk. Construction Contract. The final sum of those bonds will be in the full amount of the CM at Risk contract, which for purposes of the Commitment Letter, shall be calculated at 110% of $186,224,907.

.

1.13 MODIFICATION OR WITHDRAWAL OF PROPOSALS

A. If an Offeror has submitted its Proposal prior to the Proposal Deadline, it may, until the Proposal Deadline, submit an amendment to its Proposal. The amendment must be in writing and submitted in the same manner as the Proposal.

B. An Offeror may withdraw its Proposal by submitting written notice by email at any time prior to the Proposal Deadline to:

Jennifer Carlson

LeftField, LLC

Phone 774-262-9448

Email: jcarlson@leftfieldpm.com copy to lliporto@leftfieldpm.com

C. After the Proposal Deadline, an Offeror may not change the price or any provisions of the proposal in a manner prejudicial to the interest of the Town of Canton or fair competition.

RFP for CM at Risk Services Page 9 of 59 March 18, 2024

D. The Town of Canton may waive minor informalities or allow an Offeror to correct them. If a mistake in the intended offer is clearly evident on the face of the proposal, the Town of Canton shall correct the mistake to reflect the intended correct offer and shall so notify the Offeror in writing. The Town of Canton may permit an Offeror to withdraw an offer if a mistake is clearly evident on the face of the proposal and the intended correct offer is not similarly evident.

E. No Proposal may be withdrawn for ninety (90) calendar days following the Proposal Deadline, except with the approval of the Town.

1.14 REJECTION OF PROPOSALS

The Town of Canton reserves the right to reject any or all Proposals if it determines that such action is in the best interest of the Town. Any Proposal which is incomplete, conditional, or difficult to understand may be considered invalid and the Town of Canton may reject such Proposal. In addition, the Town of Canton may consider any Proposal which is not prepared and submitted in accordance with all requirements of the RFP or which contains alterations, contingencies or additions not called for, or errors or irregularities of any kind. The Town of Canton reserves the right to waive any and all informalities or minor irregularities. If the RFP or any applicable law requires submission of certain information or additional documentation, and any Offeror neglects to furnish such information or documentation with its Proposal, the Town of Canton may reject the Proposal of such Offeror as incomplete; provided, however, the Town of Canton reserves the right to deem any such omission as an informality for which such Proposal will not be rejected, and to subsequently receive such information or documentation to clarify the omission or informality prior to award of the contract.

1.15 REVIEW OF PROPOSALS

LeftField, on behalf of the Town of Canton, will open the Proposals on or after the Proposal Deadline, but will not read them publicly. A register of the firms submitting timely Proposals will be maintained and will be open to public inspection.

1.16 EVALUATION PROCESS

The Selection Committee, appointed by the Canton School Building Committee, has been given authority to review proposals pursuant to M.G.L. c. 149A Section 6. The Selection Committee will evaluate all proposals submitted in accordance with provisions of the RFP, based on the criteria described in Section 6 of the RFP. The Selection Committee will first review and evaluate the Proposal materials other than the Price Proposal Form. In its review, the Selection Committee may consider, in addition to the Proposal, any other information obtained by the Selection Committee. The Price Proposal Forms of the Offerors will then be opened, and the Selection Committee will complete its evaluations of the Proposals based on the evaluation criteria set forth in Section 6. The failure of the Selection Committee to reject an Offeror that does not meet the minimum requirements or whose Proposal is otherwise non-responsive at the time it opens the Proposal, shall not preclude the Selection Committee from subsequently rejecting such Proposal. The Selection Committee shall perform a combined evaluation of the Non-Price and Price Proposals and will determine which Proposal is in the best interests of the Town to accept. The

RFP for CM at Risk Services Page 10 of 59 March 18, 2024

Selection Committee will then make a recommendation to the William H. Galvin Middle School Building Committee and the Town of Canton.

1.17 INTERVIEWS

Interviews will be held on April 22nd and April 23rd, 2024. Leftfield will notify each applicant of their specific interview time and location no later than April 8, 2024. The Project Executive, Project Manager and Superintendent listed in the Proposal for this Project must attend as part of their firm’s Presentation Team. The Presentation Team should be the team that will interact with the Project Stakeholders.

1.18 MODIFICATIONS TO SCOPE OF WORK

The Town of Canton may, subsequent to the receipt of Proposals, modify the Scope of Work of the Project. Following the submission of the revised Proposals, if any, the Selection Committee shall complete the evaluation process using the criteria set forth in Section 6 of the RFP. The Selection Subcommittee may at any time reject the Proposal of any Offeror, and that Proposal shall no longer be considered by the Selection Subcommittee.

1.19 NEGOTIATING AND AWARD

A. Award of Contract. Based upon its evaluation as provided above, the Selection Committee shall select the Offeror whose Proposal is determined by the Selection Committee to be most advantageous and will make a recommendation to the School Building Committee to award. The contract shall be awarded to such Offeror, subject to negotiation of satisfactory provisions concerning compensation to the selected Offeror and any other matters determined appropriate by the Selection Committee or the Town of Canton School Building Committee. The Town of Canton reserves the right to incorporate into the contract any portion of the selected Offeror's Proposal, with such modifications as are approved by the Town of Canton.

B. Time for Finalizing Contract. The selected Offeror will be notified in writing. The notice may specify a time, by which such Offeror must execute the Contract in substantial accordance with the Contract Documents and the forms included in the RFP, modified by the provisions of any applicable addenda, and other provision the Town and the Offeror agree to. The selected Offeror will be required to furnish the certificates of insurance and any other documents required in connection with execution of the Contract. If the selected Offeror fails or refuses to execute the Contract within the time designated by the Town, the Town may award the Contract to the next highest ranked Offeror, subject to negotiation of a satisfactory CM Contract with such Offeror.

RFP for CM at Risk Services Page 11 of 59 March 18, 2024

1.20 EQUAL EMPLOYMENT OPPORTUNITY, NONDISCRIMINATION AND AFFIRMATIVE ACTION REQUIREMENTS

Due to the nature of a Construction Manager at Risk Project, the Construction Manager will not solicit subcontractors until the Project is ready to proceed into construction. At that time, the Construction Manager shall be obliged to comply with the following requirements:

• Pursuant to M.G.L. c 7, §40N and M.G.L. c. 7, §61 and currently effective, and until such time as the goals may be revised, the Project’s Minority Business Enterprise (MBE) participation goal is 5.4% and the Project’s Women Business Enterprise (WBE) participation goal is 10.4% of the Guaranteed Maximum Price (GMP). The combined goal of 13.0% requires a reasonable representation of both MBE and WBE participation on the project as further set forth in the Owner-CM Agreement and the General Conditions of the Contract.

Article XIII of the General Conditions contains detailed information about MBE and WBE participation requirements, waivers, enforcement, and other important information. MBE's and WBE's must be certified by the State Supplier Diversity Office (SDO). All Offerors are advised that by submitting a proposal, they certify that their proposal and services provided under their proposal will fully comply with all requirements of the RFP, including the MBE/WBE requirements.

In response to this RFP, each firm is required to provide a listing of the firm’s minority and women employees for their Massachusetts offices including the following information: Title, Job Duties, Length of Employment with the Firm, Location, Demographic (please include specific information as to Black/African American, Hispanic/Latinx, Asian or Native American).

1.21 ROLES AND RESPONSIBILITIES OF AWARDING AUTHORITY

The Town of Canton is responsible for the administration and management of the contracts for the design and construction of the facility. Its responsibilities include the management of the RFP process and the monitoring and administration of the design and construction after the Offeror has been selected.

RFP for CM at Risk Services Page 12 of 59 March 18, 2024

SECTION TWO: PROJECT INFORMATION

2.1 PRELIMINARY PROJECT SCHEDULE

The following schedule milestones are presented solely to provide information to Offerors and are not and shall not become an official or contractual Project Schedule, unless incorporated by the selected Offeror and the Town into the contract. It is anticipated that the selected CM will be issued a Notice to Proceed with Pre-Construction Services in mid- April 2024. The selected CM’s first tasks will be to work with the William H. Galvin Middle School Building Committee, Leftfield and Ai3 to review the status of the Schematic Design documentation, advise on constructability, build-ability, provide input regarding materials and systems, develop construction logistics plans and provide feedback on logistical challenges when necessary, provide a general Construction Schedule, conduct a Schematic Design cost estimate, and possibly recommend value engineering items for consideration if it is deemed necessary.

After project approval is received in December 2024, the CM will move into the next phase with the team and a contract amendment will be issued to continue services into Design Development through Bidding. During that phase, the CM will be tasked with document/build-ability reviews and recommendations, construction logistics, construction scheduling and full independent cost estimates based on the 100% Design Development, 60% Construction Documents and 90% Construction Documents documentation and for the Enabling/Early Bid Package scope of work, if the Town decides to pursue an early package. Pre-Construction Phase services will begin during the Design Development Phase of the Project and will continue through the development and bidding of a possible Enabling/Early Bid Package or through the Main Bid Package if the Town does not pursue an early package.

Proposed Project Schedule

• Schematic Design Phase: February – June 2024 (CM: May – June 2024) • Local Approval Vote: December 2024

• Design Development Phase: January 2025* – May 2025

• Construction Documents Phase: June 2025 – April 2026

• Enabling/Early Bid Package (if applicable): October 2025 OR January 2026 • Early Construction Start (if applicable): Late 2025 or Early 2026

• Sub-Contractor Pre-Qualifications: January 2026 – March 2026

• GMP/Bid Main Package: TBD

• Full Construction Start: TBD

• Substantial Completion of New School: Spring/Summer 2028

• New William H. Galvin Middle School Opens: September 2028

• Abatement, Demolition, & Sitework: Spring/Summer 2028 – Spring/Summer 2029 *Depending on scheduling of local project approval vote.

2.1a PROJECT SCHEDULE ALTERNATIVE

The above milestone schedule may include a longer or shorter than required duration for construction. To ensure a fair comparison, the Offeror should base their price proposal on the

RFP for CM at Risk Services Page 13 of 59 March 18, 2024

above schedule. However, if an alternate schedule is more realistic or feasible, Offerors are encouraged to propose up to one alternative approach and to submit an alternative price proposal (adjusting the Fee and/or General Conditions) as appropriate.

2.1b PROJECT SCHEDULE STATUS

Town of Canton is expected to obtain approval via Town Meeting and public vote process in November/December 2024. The Project Team has recently started Schematic Design. It is anticipated that the CM will be issued a Notice to Proceed for Schematic Design Services by middle of April 2024 and the Schematic Design Phase will be submitted on June 27, 2024 in time for MSBA Board of Director approval at their August 28, 2024 meeting. Schematic Design Phase services will include reviewing the status of the Schematic Design documentation, advise on constructability, build-ability, provide input regarding materials and systems, develop construction logistics plans and provide feedback on logistical challenges when necessary, provide a general Construction Schedule, conduct a Schematic Design cost estimate, and possibly recommend value engineering items for consideration if it is deemed necessary.

The Pre-Construction Phase is expected to begin after Town approval for the project and funding has been obtained. Pre-Construction Services will include further development of construction logistics plans; further development of a general Construction Schedule, development of a complete independent Enabling/Early Bid Package cost estimate, if the Town decides to pursue an early package; and development of complete independent 100% Design Development, 60% Construction Documents, 90% Construction Documents cost estimates and reconciliation of the estimates with the Designer’s cost estimates. Pre-Construction Services will continue through the bidding of the Main Bid Package.

2.2 ESTIMATED CONSTRUCTION COST

The Estimated Construction Cost of $186 Million was established based on the Preferred Schematic Report Submission.

2.3 SCHEMATIC DESIGN AND PREVIOUS PROGRAM DOCUMENTS

The Project Background including the Preliminary Design Program Submission and the Preferred Schematic Report Submission are available to the qualified Offerors on the Project website link below and are provided for review and consideration in responding to this Request for Proposals. Website access information is as follows:

https://galvinmsproject.com/document-library/

RFP for CM at Risk Services Page 14 of 59 March 18, 2024

SECTION THREE: SUBMISSION REQUIREMENTS: NON-PRICE PROPOSAL 3.1 NON-PRICE PROPOSAL SUBMISSION INSTRUCTIONS

A. The following Non-Price Proposal Submission requirements for the William H. Galvin Middle School Project are considered a single submission. This section identifies the Town of Canton's minimum requirements for proposal documents. The Non-Price Proposal Submission will be evaluated independent of the Price Proposal in a manner that ensures that the non-price evaluation will be unaffected by the price proposal.

To facilitate evaluation and complete consideration for each evaluation criterion, the Offerors are instructed to present their Non-Price Proposal in the same structure and format outlined below in Section 3.2 Non-Price Proposal Required Information. Each section of the proposal shall be consistent with the corresponding letter (A through K) indicated in Section 3.2. This will allow the evaluators to determine the extent to which the information meets the respective evaluation criterion.

B. The following information must appear on the cover page for the Non-Price Proposal and the Price Proposal.

Proposals for Construction Management at Risk Services

William H. Galvin Middle School Project, Canton, MA

Offeror's Name:

Contact Person for Proposal:

Contact Person's Telephone Number:

Contact Person's Email Address:

If the Offeror is a joint venture, each participant of the joint venture must provide this information the cover page for the Non - Price Proposal and the Price Proposal.

C. The Offeror shall submit electronic, non-price proposals to the link mentioned previously. For the Price Proposal, clearly label the file “Price Proposal” along with Offeror’s name and the date. For the Price Proposal, the Offeror must also fill out the column in the Excel Spreadsheet FORM D and provide the Excel file with their submittal. Changes to this form are not allowed. The responsible Offeror must comply with the categories listed.

The electronic Non-Price Proposal, Price Proposal and Excel file must be uploaded to the link below:

https://leftfieldpm.egnyte.com/ul/T3sWELXcwD

Please contact Jennifer Carlson, copy Linda Liporto, if any issues are encountered. 3.2 NON-PRICE PROPOSAL REQUIRED INFORMATION:

A. The Request for Proposal Response Form (FORM A, attached in Section 3.3) must be completed and signed by the Offeror.

RFP for CM at Risk Services Page 15 of 59 March 18, 2024

B. Management Plan: The Offeror shall include a thoughtful, coherent proposed Management Plan for the project, which describes in detail the firm's proposed approach to meeting the project goals, including schedule management, budget management quality management goals and maintaining safety of faculty and students. Quality, costs and time control procedures for the duration of the Schematic Design, Pre-Construction, and Construction Phases must be described. The plan must also include organization charts, proposed schedule and phasing concepts, subcontractor outreach and bidding plans, and a description of the methods the firm proposes to use in order to optimize communications between and coordination among project participants.

C. Staffing Plan: The Offeror shall also provide a Staffing Plan, which shall include an organizational chart to describe in detail the staff it will assign to the project during each phase of the project, including each of the following project phases: Schematic Design, Pre-Construction Services, Preparation of Subcontractor Bids, Solicitation of Subcontractor Bids, Construction, Commissioning and Project Close Out. The chart should clearly indicate the anticipated duration (in months) of each phase and the number of man

hours per month budgeted for each staff level for each phase. Please address the possibility of an Early Bid Package for Abatement, Demolition, and Site Enabling Work within the Staffing Plan.

1. Provide current workload of each staff member listed. Level of involvement with current projects, ability to devote required time, etc.

2. Commuting Logistics: Address employee travel/commute to the site on a daily basis relative to start and end times.

3. Project Overlap: Clearly address the transition of employees from their current projects to the William H. Galvin Middle School project if the timeline of their current work overlaps with the possible Early Bid Package under consideration.

The Offeror staffing plan shall show reporting relationships and lines of authority; an explanation of the responsibilities of the Managerial and Technical positions (i.e., Project Executive(s), Project Manager(s), Superintendent(s), Project Engineer(s), Cost Estimator, and Contract Administrator(s)); and the name of the person proposed for each position.

The Offeror shall list the sub-consultants it proposes to utilize as part of the Construction Management team. For each such proposed sub consultant, the Offeror shall list the responsibilities that the sub-consultant shall carry out on the Project, the Managerial and Technical Personnel to be supplied by the sub-consultant, if any; and the relevant experience of the sub-consultant

D. Resumes: The resumes of all proposed personnel (Pre-Construction and Construction Phases) for the Staffing Plan shall be provided and each resume must contain at least three

RFP for CM at Risk Services Page 16 of 59 March 18, 2024

references from owners or designers including name, title, and current telephone number and email address.

E. Job Skill Narrative: The Offeror shall provide a narrative outlining the performance skills for the position of Lead Project Manager, Asst. Project Manager, General Superintendent, Project Superintendent and Project Engineer. Describe in detail how the individual selected for each position above has utilized these specific skills on a recent construction project (one-page per person).

F. Schematic Design Services Plan: The Offeror shall submit its plan for performing the Schematic Design Services described in the contract. The plan shall illustrate the Offerors understanding of the activities required during Schematic Design and demonstrate its ability to coordinate and perform those activities. It shall also explain how the Offeror intends to work efficiently and effectively with the Town of Canton, its’ Designer, and its Project Manager. The plan should include a detailed description of how the Offeror shall comply with each of the Schematic Design services required by the Contract. The plan should include a list of the Managerial and Technical Personnel who will be involved in managing the Project during this phase, and the start date and duration for each such person. Unless the plan indicates otherwise, staffing commitments shall be assumed to be full-time for this Plan.

The CM shall be responsible for cost estimating, scheduling, value engineering, constructability reviews, logistics plans, and shall assume responsibility for the completeness of the schematic design documents to eliminate claims that may arise from ambiguities, conflicts, overlaps or omissions in the construction documents. During the Schematic Design Phase of the project, the CM shall work closely with the Town of Canton, the Owner’s Project Manager (OPM) and the Architect on the specific tasks listed below and shall provide all other services required for projects of the type and scope of this project and customarily provided by a Construction Manager at Risk during the Schematic Design Phase of the Project.

1. Design Review: The CM shall work with the Architect by reviewing the Schematic Design documents. The CM's reviews shall consider quality of materials, systems and equipment to ensure that the construction documents will result in an efficient design and minimum lifecycle costs. The CM's reviews will also seek to eliminate areas of conflict and overlap of work to be performed by subcontractors and to ensure that there are no gaps in the design. The CM shall participate in design decisions by providing information, estimates, options and recommendations regarding construction materials, methods, systems, phasing and costs that shall provide the best quality building within the project budget and schedule. The CM's reviews shall be provided in writing with detailed notations on the drawings and specifications and coordinated with a detailed spreadsheet of the notations and recommended solutions in order to track the issues to final resolution.

RFP for CM at Risk Services Page 17 of 59 March 18, 2024