Attachment C - ARP_OPM_Contract_2021 FINAL~1.pdf

CONTRACT FOR PROJECT MANAGEMENT SERVICES

(Accelerated Repair Program)

This Contract is made this day of in the year between (day) (month) (year) the , (Owner) (street)

, Massachusetts , (City) (State) (Zip Code) hereinafter called "the Owner" and (Owner’s Project Manager)

(street) (city) (State) (Zip Code) hereinafter called the “Owner’s Project Manager” to provide the Project Management services required to complete the Basic and Extra Services described herein at

(name/description of Project)

The Owner’s Project Manager is authorized to perform the services required by this Contract through the Schematic Design Phase. At the Owner’s option, the Owner’s Project Manager may be authorized to perform services for subsequent design phases and/or the Construction Phases and Completion Phase, at which time a mutually agreed upon amendment to this Contract will be executed between the Owner and the Owner’s Project Manager.

For the performance of the services required under this Contract for the Schematic Design Phase, and excluding those services specified under Articles 8.3, 8.4, 8.5, 8.6, and 8.7, the Owner’s Project Manager shall be compensated by the Owner for Basic Services in accordance with the Payment Schedule included as Attachment A.

IN WITNESS WHEREOF, the Owner and the Owner’s Project Manager have caused this Contract to be executed by their respective authorized officers.

OWNER OWNER’S PROJECT MANAGER

(print name) (print name)

(print title)

By (signature and seal)

Date

(print title)

By (signature )

Date

(Attach Certificate of Vote of Authorization)

Accelerated Repair Program v.

4.4.2024Page 1 of 33

TABLE OF CONTENTS

Page

Project description, fee and signatures

ARTICLE 1 DEFINITIONS

ARTICLE 2 RELATIONSHIP OF THE PARTIES

ARTICLE 3 RESPONSIBILITIES OF THE OWNER

ARTICLE 4 RESPONSIBILITIES OF THE OWNER’S PROJECT MANAGER

ARTICLE 5 SUBCONSULTANTS

ARTICLE 6 TERM AND TIMELY PERFORMANCE

ARTICLE 7 COMPENSATION

ARTICLE 8 BASIC SERVICES

ARTICLE 9 EXTRA SERVICES

ARTICLE 10 REIMBURSABLE EXPENSES

ARTICLE 11 RELEASE AND DISCHARGE

ARTICLE 12 ASSIGNMENT, SUSPENSION, TERMINATION

ARTICLE 13 NOTICES

ARTICLE 14 INDEMNIFICATION OF OWNER AND AUTHORITY

ARTICLE 15 INSURANCE

ARTICLE 16 OWNERSHIP OF DOCUMENTS

ARTICLE 17 REGULATORY AND STATUTORY REQUIREMENTS

ATTACHMENT A: PAYMENT SCHEDULE

ATTACHMENT B: KEY PERSONNEL

ATTACHMENT C: FORM OF PROJECT MANAGEMENT SERVICES CONTRACT AMENDMENT

ARTICLE 1: DEFINITIONS

APPROVAL – a written communication from the Owner approving either the work of the current Phase, as identified on Attachment A, or authorizing the Owner’s Project Manager to proceed to the next Phase or approving the scope and compensation for either Extra Services or Reimbursable Expenses.

ARCHITECT/ENGINEER – herein also referred to as the DESIGNER -- the person or firm with whom the Owner has contracted to perform the professional designer services for this Project.

AUTHORITY – Massachusetts School Building Authority or its authorized representative, created by St. 2004, c. 208.

BASIC SERVICES – the minimum scope of services to be provided by the Owner’s Project

Manager under this Contract, unless the Contract is otherwise terminated pursuant to Article 12.

CERTIFICATE OF FINAL COMPLETION – The certificate prepared by the Designer and approved by the Owner to the effect that the Work has reached Final Completion.

CERTIFICATE OF SUBSTANTIAL COMPLETION – The certificate prepared by the

Designer and approved by the Owner to the effect that the Work has reached Substantial

Completion.

COMMISSIONING CONSULTANT – a person or firm engaged by the Authority to provide building commissioning services, including advisory services during design, construction, and completion.

CONTRACT – this Contract, inclusive of all Attachments, between the Owner and the Owner’s Project

Manager; all written amendments to this Contract; and all Approvals issued pursuant to this Contract.

CONTRACTOR or GENERAL CONTRACTOR – the person or firm with whom the Owner has contracted to perform the construction for this Project.

EXTRA SERVICES – services requested by the Owner to be performed by the Owner’s Project

Manager but which are additional (or “extra”) to the services performed as Basic Services.

FEE FOR BASIC SERVICES – the fee to be paid to the Owner’s Project Manager for satisfactorily performing, in the Owner’s sole discretion, the Basic Services required under this

Contract, exclusive of the compensation to which the Owner’s Project Manager is entitled pursuant to

Articles 9 and 10.

FINAL COMPLETION – The work has been completed in accordance with the Construction

Contract Documents and the educational specifications, schematic plans and drawings and the

Project Funding Agreement approved by the Authority.

FINAL REQUEST AND CERTIFICATE FOR REIMBURSEMENT – The form prescribed by the Authority which contains the certification of the Designer, OPM and the Owner that the

Project has reached Final Completion.

GENERAL LAWS – the Massachusetts General Law s as amended, including any rules, regulations and administrative procedures implementing said laws.

GUIDELINES AND STANDARDS – Documents published by the Authority, including, but not limited to, regulations, policies, procedures, guidelines, Modules, Feasibility Study Guidelines, Science Laboratory Guidelines, and Project Advisories, which are all incorporated herein by reference, that supplement the tasks of Owner’s Project Managers contracting with Owners for projects receiving any funding from the Authority, as they may be amended from time to time by the Authority.

KEY PERSONNEL - The individuals or subconsultants identified by the Owner’s Project

Manager to perform Owner’s Project Management services pursuant to this Contract, as identified in

Attachment B and in the Owner’s Project Manager’s response to the RFR for Project Management

Services (MSBA-RFR-AccRepOPM-2024) which is incorporated herein by reference. Key Personnel include the Project Director, Project Manager, Project Representative and any subconsultants named therein.

NOTICE to PROCEED – the written communication issued by the Owner to the Contractor authorizing him to proceed with the construction contract and establishing the date for commencement of the contract time.

OWNER – the entity identified as such on page one of this Contract, or its authorized representative, that is the owner of the property that is the site of the Project and is responsible for administering this

Contract.

OWNER’S PROJECT MANAGER or OPM - the individual, corporation, partnership, sole proprietorship, joint stock company, joint venture or other entity identified as such on page one of this

Contract performing the professional Project Management Services under this Contract pursuant to the requirements of M.G.L. c. 149, § 44A½ and 963 CMR 2.11.

PHASE – a distinct portion of the work of this Contract and its associated duration, as identified on

Attachment A. An Approval to proceed for each Phase is required from the Owner.

PRINCIPALS – the owners and/or officers of the Owner’s Project Manager who are actively involved in the management of the Project.

PROJECT – all work that pertains to the study, planning, design, construction, reconstruction, installation, demolition, maintenance or repair, if any, as defined in the Project Funding Agreement.

PROJECT BUDGET – a complete and full enumeration of all costs of the Project, as defined in the

Project Funding Agreement.

PROJECT FUNDING AGREEMENT - the Project Funding Agreement described in the 963 CMR

2.02 and executed by the Authority and the Owner.

PROJECT SCHEDULE – a complete list of all activities, time and sequence required to complete the Project, as defined in the Project Funding Agreement.

PROJECT DIRECTOR – the employee of the Owner’s Project Manager who has been designated in writing by the Owner’s Project Manager as its authorized representative, as approved by the Owner, and subject to the approval of the Authority, pursuant to the requirements of M.G.L. c.149

§44A½ and 963 CMR 2.11 and shall be the person who shall oversee and be responsible for all

Project Management Services provided under this Contract. The Project Director shall be certified in the Massachusetts Certified Purchasing Official Program as administered by the Inspector

General of the Commonwealth of Massachusetts.

PROJECT REPRESENTATIVE – the employee or a Subconsultant of the Owner’s Project Manager, who shall be dedicated exclusively to the Project, on-site full-time during the Construction Phase in accordance with the requirements of Article 8.6.2.

REIMBURSABLE EXPENSES – the cost of services requested by the Owner to be performed by the

Owner’s Project Manager or the cost of expenses paid by the Owner’s Project Manager that are reimbursable pursuant to the provisions of Article 10.

SUBCONTRACTOR – a person or entity having a direct contractual relationship with the Contractor, who has the contract to perform the construction of the Project, except as otherwise specifically provided or required herein or by Law. Subcontractor when used also means “Trade Contractor” except when otherwise specified.

SUBCONSULTANT – any individual, company, firm, or business having a direct contractual relationship with the Owner’s Project Manager, who provides services on the Project.

TRADE CONTRACTOR – Subcontractors having a direct contractual relationship with the

Contractor, to perform one or more sub-bid classes of work listed in M.G.L. c.149 §44F and all other sub-bid classes of work selected by the public agency for the Project, provided the sub-bid work meets or exceed the threshold sum identified in M.G.L. 149 §44F(1).

ARTICLE 2: RELATIONSHIP OF THE PARTIES

2.1 The Owner’s Project Manager shall act as an independent contractor of the Owner in providing the services required under this Contract.

2.2 The Owner’s Project Manager warrants and represents to the Owner that it has fully, completely and truthfully represented the qualifications and skills of the Owner’s Project

Manager, its Subconsultants, agents, servants and employees in the proposal submitted by the

Owner’s Project Manager, the Contract documents and in all communications with the Owner relative to this Contract and the services to be performed hereunder by the Owner’s Project

Manager, its Subconsultants, agents, servants and employees.

2.3 The Owner’s Project Manager shall perform its services under this Contract with no less than that degree of skill and care ordinarily exercised by similarly situated members of the Owner’s

Project Manager’s profession on projects of similar size, scope and complexity as is involved on the Project. The Owner’s Project Manager’s services shall be rendered in accordance with this Contract.

2.4 The Designer is solely responsible for the design requirements and design criteria for the

Project (except to the extent specifically delegated to others) and for performing in accordance with the contract between the Owner and Designer.

2.5 The Contractor shall be solely responsible for construction means, methods, techniques, sequences and procedures, the Contractor’s schedules, and for safety precautions and programs in connection with the Project and for performing in accordance with the Owner-

Contractor Agreement. The Owner’s Project Manager shall be responsible for the Owner’s

Project Manager’s negligent acts or omissions but shall not have control over or charge over acts or omissions of the Contractors, Subcontractors, or the agents or employees of the

Contractor or Subcontractors, the Designer, the Authority, the Owner or the Commissioning

Consultant.

2.6 Nothing in this Contract shall be construed as an assumption by the Owner’s Project Manager of the responsibilities or duties of the Contractor or the Designer. The Owner’s Project

Manager’s services shall be rendered compatibly and in coordination with the services provided by the Designer. It is not intended that the services of the Owner’s Project Manager and Designer be competitive or duplicative, but rather complementary. The Owner’s Project

Manager shall be entitled to rely upon the Designer and Contractor for the proper performance of their obligations pursuant to their respective contracts with the Owner.

ARTICLE 3: RESPONSIBILITIES OF THE OWNER

3.1 The Owner shall be responsible to oversee and monitor the performance of the Owner’s Project

Manager to ensure that it performs its obligations in a satisfactory manner. The Owner shall provide the necessary general direction and broad management coordination required to execute the Project.

3.2. The Owner shall designate an individual or individuals who shall have the authority to act on behalf of the Owner under this Contract and who shall be responsible for day-to-day communication between the Owner and the Owner’s Project Manager.

3.3 Upon satisfactory completion of services performed, the Owner shall make payments to the

Owner’s Project Manager as provided in Articles 7, 8, 9 and 10.

3.4 The Owner shall be responsible for requiring the Contractor and/or the Designer to comply with their respective contract obligations and to cooperate with the Owner’s Project Manager.

3.5 The Owner shall provide timely information with respect to its requirements relative to the

Project Schedule and the Project Budget, and shall further give timely notice to the Owner's

Project Manager of any changes or modifications to the same.

3.6 To the extent such data is available and deemed relevant to the Proposed Project by the Owner, the Owner shall furnish to the Owner’s Project Manager existing surveys of the Project site, building plans, borings, test pits, structural, mechanical, chemical or other test data, tests for air and water pollution and for hazardous materials, photographs and utility information. The

Owner’s Project Manager shall be entitled to reasonably rely upon the sufficiency and accuracy of the information furnished under this Article 3.6, provided that the Owner’s Project Manager shall notify the Owner in writing of any deficiencies in such data that the Owner’s Project

Manager becomes aware of.

ARTICLE 4: RESPONSIBILITIES OF THE OWNER’S PROJECT MANAGER

4.1 The Owner’s Project Manager shall provide project management services to monitor procurement procedures, design, construction and other related activities and to facilitate, coordinate and manage the Project with respect to timely performance in accordance with the

Project Schedule and the requirements of the Accelerated Repair Program and monitor the quality of services and workmanship and shall recommend courses of action to the Owner when respective contractual requirements are not being fulfilled. Services shall continue through substantial use and occupancy by the Owner, and Project closeout. As part of Basic Services, the Owner’s Project Manager shall provide information as requested during final auditing as conducted by the Authority.

4.2 The Owner’s Project Manager shall perform the services required under this Contract in conformance with applicable federal, state, and local laws, ordinances, and regulations.

4.3 The Owner’s Project Manager shall report to the Owner any act or inaction in connection with the Project which the Owner’s Project Manager believes creates a substantial health or safety risk. Notwithstanding the immediately preceding sentence, the Owner's Project Manager shall not assume responsibility for safety precautions and programs in connection with the Project, which shall remain the sole responsibility of the Contractor.

4.4 The Owner’s Project Manager shall comply with terms and conditions of all project agreements executed between the Owner and the Authority and any and all administrative directives issued by the Authority now in effect or hereafter promulgated during the term of this Contract, without any additional compensation. The Owner shall reasonably compensate the Owner’s Project Manager for complying with any such term or condition or directive, that was not provided to or was not readily available to the Owner’s Project Manager prior to such

Services being performed and that materially impacts the Owner’s Project Manager’s scope, or other aspect of its Services, Fee, schedule, or any obligations and responsibilities under this

Contract.

4.5 The Owner’s Project Manager acknowledges the importance that the Owner attributes to the abilities and qualifications of the Key Personnel of the Owner’s Project Manager’s team, including Subconsultants, and the continuity of Key Personnel participation in the services to be provided under this Contract. This Contract has been entered into on the representation of the

Owner’s Project Manager that the individuals, consultants, assignments and responsibilities will be maintained throughout the duration of this engagement. No substitution or replacement of individuals or change in the Subconsultants, listed in Attachment B, shall take place without the prior written approval of the Owner, except when necessitated by causes beyond the Owner’s

Project Manager’s control. If the Owner’s Project Manager proposes to replace one of the Key

Personnel of the Owner’s Project Manager’s team, the Owner’s Project Manager shall propose a person or consultant with qualifications at least equal to the person or firm the Owner’s Project

Manager proposes to replace. The Owner shall have the right to approve any substitution or replacement or change in status for the persons or Subconsultants listed in Attachment B and such approval shall not be unreasonably withheld. At the request of the Owner, the Owner’s

Project Manager shall consult with the Owner to resolve any situation in which the Owner determines that a member of the Owner’s Project Manager’s team is failing to perform services in an acceptable manner to the Owner. The Owner shall have the right to direct the removal of any such person or consultant. No act or omission of the Owner or the Authority made or permitted under this Section shall relieve the Owner’s Project Manager of its responsibility for the performance of the services specified in this Contract.

4.6 The Owner’s Project Manager shall employ at all times professional and support personnel with requisite expertise and adequate numbers to assure the complete, timely and high quality performance of the obligations of the Owner’s Project Manager.

4.7 The Owner’s Project Manager shall be and shall remain liable to the Owner for all damages incurred by the Owner as a result of the failure of the Owner’s Project Manager to perform in conformance with the terms and conditions of this Contract.

ARTICLE 5: SUBCONSULTANTS

5.1 The Owner’s Project Manager may employ Subconsultants, subject to the prior written approval of the Owner and subject to Paragraph 10.3 in order to perform services under this Contract. The employment of Subconsultants shall not in any way relieve the Owner’s Project Manager from its responsibilities under this Contract. Nor shall the Owner’s approval of a Subconsultant in any way relieve the Owner’s Project Manager from its responsibilities under this Contract.

5.2 Upon request, the Owner’s Project Manager shall provide the Owner copies of its agreements with Subconsultants, including amendments thereto, and shall consult with the Owner with respect to the inclusion therein of appropriate terms and conditions to assure timely, efficient, and competent performance of the Subconsultants.

5.3 No substitution of Subconsultants and no use of additional Subconsultants shall be made without prior written approval of the Owner, which approval shall not be unreasonably withheld.

5.4 No Subconsultant to the Owner’s Project Manager shall have recourse against the Owner or the

Authority for payment of monies alleged to be owed to the Subconsultant by the Owner’s Project

Manager, and the Owner’s Project Manager shall include in all contracts with its Subconsultants language so providing.

ARTICLE 6: TERM AND TIMELY PERFORMANCE

6.1 The Owner’s Project Manager acknowledges that expeditious completion of the Owner’s Project

Manager’s services and the Project is of the utmost importance to the Owner. The term of this

Agreement shall commence on the date stipulated in an Approval to proceed from the Owner.

The Owner’s Project Manager shall complete the services required under this Contract in a prompt and continuous manner. The Owner’s Project Manager shall perform its services in a timely manner and shall not delay the work of the Designer or the Contractor. The Owner’s

Project Manager shall monitor the performance of the Designer and the Contractor in accordance with schedules of performance that are established under their contracts with the Owner. The

Owner’s Project Manager shall immediately advise the Owner, as well as the Designer or the

Contractor, in writing, anytime the Owner’s Project Manager determines that either the Designer or the Contractor’s performance is jeopardizing the Project Schedule or the Project Budget.

6.2 Time is of the essence in the performance of the Owner’s Project Manager’s obligations under this Agreement and under any amendment. The Owner’s Project Manager agrees that no other work in its organization will be permitted to interfere with its timely performance of the work required under this Agreement or any amendment.

6.3 The Owner’s Project Manager’s services are to be provided in accordance with the time schedule set forth in the Project Funding Agreement. If the schedule changes causing the need for revisions to the Owner’s Project Manager’s services, the Owner’s Project Manager shall notify the Owner of the revisions to its services. The Owner shall have the right to extend the term of this Contract by amendment. All the rights and obligations of the parties for such extended periods shall be as set forth in this Contract or in the amendment.

ARTICLE 7: COMPENSATION

7.1 For the satisfactory performance of all services required pursuant to this Contract, excluding those services specified under Articles 9 and 10, the Owner’s Project Manager shall be compensated by the Owner in an amount up to the Not-to-Exceed Fee for Basic Services, identified on Attachment A. The Owner’s Project Manager shall submit invoices on a monthly basis in accordance with the Payment Schedule included as Attachment A. The Owner shall make payments to the Owner’s Project Manager within 30 days of the Owner’s approval of the invoice, which approval shall not be unreasonably withheld or delayed.

7.2 The Fee for Basic Services shall include, but not necessarily be limited to, all labor, overhead, profit, insurance, legal services, transportation, communication expenses, reasonable printing and copying necessary for completion of the Project. The fee for Basic Services also shall include (a) the rebidding and re-solicitation of general bids if due to the fault of the

Owner’s Project Manager, and (b) assisting the Owner as provided by section 8.1.4.2 in litigation or resolution of claims or other administrative proceedings associated with a bid protest arising out of the Designer contract or the construction contract and for assistance beyond the requirements of 8.1.4.2 if such litigation or claims are due to the fault of the

Owner’s Project Manager.

7.3 When the Owner’s Project Manager receives payment from the Owner, the Owner’s Project

Manager shall promptly make payment to each Subconsultant whose work was included in the work for which such payment was received. The Owner shall have the contractual right to investigate any breach of performance of a Subconsultant and to initiate corrective measures it determines are necessary and in the best interest of the Owner.

7.4 The Owner’s Project Manager shall be paid the remainder of the Fee for Basic Services, less previous payments, upon acceptance by the Owner of the Final Request and Certificate for

Reimbursement and submission of evaluations.

ARTICLE 8: BASIC SERVICES

The Owner’s Project Manager shall perform the following Basic Services:

8.1 Project Management (For All Phases)

8.1.1 The Owner’s Project Manager shall prepare a communication and document control procedure for the duration of the Project. This procedure shall detail the responsibilities and lines of communication among all Project participants (Owner, Authority, Owner’s

Project Manager, Designer, Contractor, Subcontractors and other consultants, vendors or suppliers) and establish the procedure for correspondence, document control, designer and contractor submittal logs, change order reporting logs and other tracking logs, as needed. A draft of the communication plan shall be submitted to the Owner for approval within 30 days of the Approval to proceed with this Contract and be further updated (a) as needed to include the award of construction contract(s) and (b) no later than 30 days after Approval to Proceed to the Construction Phase of each project. The Owner’s

Project Manager shall include the Designer in its distribution of the Project Budget, Schedule, Monthly Progress Report and other reports as appropriate and as outlined in the Communications Plan.

8.1.1.2 The Owner’s Project Manager shall assist the Owner in the preparation of all information, material, documentation, and reports that may be required or requested by the Authority including without limitation, requests for reimbursement, and audit materials. The Owner’s Project Manager shall assist the Owner in the preparation of all material and documents, including bid solicitation and construction contracts, necessary for the Owner to ensure compliance with the federal Davis Bacon and

Massachusetts labor standards.

8.1.1.3 The Owner’s Project Manager shall prepare agendas for and attend school building committee meetings, attend meetings with other representatives of the Owner, municipal administration and the school department, and attend neighborhood meetings relating to the Project, and participate as a member of the Owner’s

Prequalification Committee as applicable. The Owner’s Project Manager shall take minutes of all of the above-referenced meetings and promptly distribute minutes of these meetings to the Owner.

8.1.1.4 The Owner’s Project Manager shall review all applications for payments, requisitions and invoices relating to the Project as submitted by the Designer, General Contractor, equipment vendors and all other prime contractors and suppliers and make recommendations to the Owner relative to amounts due.

8.1.2 Project Control

During the Construction Documents and Bidding Phases, the Owner’s Project Manager shall monitor and report to the Owner and the Authority any changes to the Project

Budget and Schedule established in the Owner-Authority Project Funding

Agreement.

8.1.2.1 Project Budget

The Owner’s Project Manager shall prepare a detailed baseline Project Budget in a form acceptable to the Owner and the Authority, which will serve as the Project control against which all Designer estimates, contractor bids and other cost information will be measured. The Owner’s Project Manager shall submit this detailed baseline Project Budget to the Owner and the Authority within 30 days of

Approval to proceed to the Construction Documents Phase. The Owner’s Project

Manager shall maintain and update the Project Budget throughout the term of this

Contract. The Owner’s Project Manager shall report any variances to the baseline

Project Budget as part of the Monthly Progress Report in accordance with the

Project Funding Agreement.

The Owner’s Project Manager shall prepare revisions to the Project Budget, as needed, and submit them to the Owner for approval. The Owner’s Project Manager shall assist the Owner in preparing and submitting the Authority’s Budget Revision Request form to the Authority. The OPM shall assist the Owner in providing materials and documentation as requested by the Authority to support the Authority’s determination of eligibility, if any, for these requests.

8.1.2.2 Cost Estimating

The Owner’s Project Manager shall review the Designer’s cost estimates at each

Design phase (schematic and construction documents). The Owner’s Project

Manager shall identify and notify the Owner of any issues or concerns with the

Designer’s cost estimates.

In the event that the cost as estimated by the Designer exceeds the construction cost in the Project Budget at any of the Design phases, the Owner’s Project Manager shall consult with the Designer, and recommend to the Owner appropriate revisions to the scope of work.

The Owner’s Project Manager shall develop cash flows and provide updated cash flows with its Monthly Progress Report described in Article 8.1.3.

The Owner’s Project Manager shall complete a spreadsheet which tracks and compares the Designer’s cost estimates at each Design Phase, from schematic design to the final construction cost estimate provided by the Designer, complete with a single line outline specification description for each item with the detailed unit rate or item cost buildup provided as a backup in each case.

8.1.2.3 Project Schedule

The Owner’s Project Manager shall prepare a detailed baseline Project Schedule in a form acceptable to the Owner and the Authority, which will serve as the Project control against which all Project progress will be measured. The Owner’s

Project Manager shall submit this detailed baseline Project Schedule to the Owner and the Authority within 30 days of Approval to proceed to the Construction

Documents Phase. The Owner’s Project Manager shall maintain and update the

Project Schedule throughout the term of this Contract. The Owner’s Project Manager shall assess the actual progress of the Project relative to the baseline Project

Schedule and report any variances from the baseline Project Schedule as part of the

Monthly Progress Report.

In the event that actual progress of the Project varies from the baseline Project

Schedule, the Owner’s Project Manager shall consult with the Designer and the

Contractor and make appropriate recommendations to the Owner relative to actions that should be taken by the Designer or the Contractor to achieve the baseline Project

Schedule and/or recommend revisions to the Project Schedule. The Owner’s Project

Manager shall not be responsible for delays caused by the Designer, Contractor or

Subcontractors, or the employees, agents or Subconsultants of the Designer, Contractor or Subcontractors.

The Owner’s Project Manager shall prepare revisions to the Project Schedule, as needed, and submit them to the Owner for approval.

8.1.2.4 Construction Schedule

The Contractor shall be responsible for preparing and updating its construction schedule on a monthly basis. The Owner’s Project Manager shall meet once each month with the Contractor and Designer to review and update its schedule, develop the monthly progress information to support the Contractor’s payment estimate, and monitor the Contractor’s performance for compliance with its contract.

The Owner’s Project Manager shall notify the Owner of and include in its Monthly

Progress Report any significant changes or delays to the construction schedule.

The Owner’s Project Manager shall make appropriate recommendations to the Owner relative to the actions that should be taken by the Contractor and/or advise the Owner when liquidated damages, if included in the construction contract, are anticipated to be incurred.

8.1.3 Monthly Progress Report

The Owner’s Project Manager shall submit to the Owner and the Authority no later than the twelfth day of each calendar month a written Monthly Progress Report summarizing activity during the preceding calendar month. The first Monthly Progress

Report shall be submitted to summarize the month in which the Contract is executed, and the last Monthly Progress Report shall be submitted to summarize the month in which the Owner receives Final Audit approval by the MSBA’s Board of Directors.

The Monthly Progress Report shall be submitted using the Authority’s OPM Monthly

Reporting System in accordance with applicable Guidelines and Standards and shall describe work performed by all project participants (OPM, Designer, Contractor) during the reporting period and work planned for the next reporting period. The report shall also address matters of schedule adherence (Project Schedule as well as individual completion percentages for design and construction), costs to date (updated

Project Budget and actual expenses incurred), change orders and potential change orders, cash flow projections, Contractor's safety performance, Designer’s QA/QC, Contractor's environmental compliance, community issues, Designer and Contractor

Municipal Construction Affirmative Marketing Program activities, the Designer and

Contractor M.G.L. c. 149 Workforce Participation activities, any issues that could result in additional time and/or additional costs and any anticipated problems/concerns together with recommended solutions.

8.1.4 Change Order and Claims Administration

The Owner’s Project Manager shall review and coordinate its review with the

Designer and make specific document and processing recommendations to the

Owner, consistent with the General Laws and the construction contract documents, which minimize change order and claims processing costs and time. Services provided by the Owner’s Project Manager shall include:

8.1.4.1 Change Order Administration

8.1.4.1.1 Review all Contractor proposals for change orders and supporting schedules for time extension requests. For change orders in excess of $100,000, prepare independent cost estimate analysis with associated schedule impact.

8.1.4.1.2 Initiate, conduct, and document negotiations through a memorandum of negotiations with the Contractor.

8.1.4.1.3 For all change order requests by the Contractor, make recommendations to the Owner for their acceptance or rejection.

8.1.4.1.4 Prepare and finalize any documentation required for processing change orders including documentation to support or reject the change.

8.1.4.1.5 Maintain a status report system for logging and

tracking change orders, claims, and disputes to resolution. At a minimum, monthly reports shall include contract number, description of change order or claim, reason for change, date initiated, magnitude of estimated cost, actions required

(identification of action parties and response dates) and status.

This report shall be included in the Monthly Progress Report.

8.1.4.2 Claims and Disputes Management

8.1.4.2.1 Implement a claims management procedure consistent with the construction contract documents.

8.1.4.2.2 Analyze Contractor claims and propose recommendations to the

Owner in support of the Owner's obligations under the claims article of the construction contract documents. Prepare responsive positions in coordination with the Owner, and obtain appropriate input from the Designer and/or Contractor.

8.1.4.2.3 In the event that a dispute arises between the Contractor, and/or any Subcontractors, and/or the Designer, including, but not necessarily limited to, disputes regarding the performance, quality, acceptability, fitness and rate of progress of the

Project or the requirements of the Designer’s contract or the

Contractors’ construction contract(s), the Owner’s Project

Manager shall report any such claims, disputes or other matters in question relating to the performance by the Contractor, Subcontractor, Designer or vendor to the Owner and the

Authority in writing as soon as reasonably possible.

8.1.4.2.4 The Owner’s Project Manager shall take all reasonable efforts designed to resolve any such claims, disputes, or other matters in question.

8.1.5 Municipal Construction Affirmative Marketing Program (MCAMP) and Workforce Participation

Compliance Monitoring (All Phases)

8.1.5.1 The Owner’s Project Manager shall monitor and report on the Designer’s and Contractor’s compliance with MCAMP as set forth in M.G.L. c. 7C, §6, M.G.L. c. 7, §61, and SDO Guidelines.

8.1.5.2 The Owner’s Project Manager shall monitor and report on the Designer’s and Contractor’s compliance with the Commonwealth’s Workforce

Participation requirements set forth in M.G.L. c. 149, § 44A(2)(g).

8.1.6 Prior to Designer Selection, the Owner’s Project Manager shall assist the Owner in determining the need for and the implementation of site evaluation and testing including, but not necessarily limited to, site surveys, environmental evaluations, hazardous materials evaluation, destructive testing and other investigative work. The determination that any additional services or testing need to be performed shall rest with the Owner or Designer.

8.1.7 Project Records and Reports

The Owner’s Project Manager shall maintain a complete Project file including, but not necessarily limited to, a copy of the executed agreements of the Owner-Owner’s Project

Manager, Owner-Architect/Engineer and the Owner-Contractor including copies of performance and payment bonds, a master list of permits, certificates of insurance, licenses and approvals for the Project, correspondence, daily reports, payment records, shop drawings, submittals, project schedules, requests for information, change orders/amendments, change directives and meeting minutes. The Owner’s Project

Manager shall assist the Owner in responding to any public records request received by the Owner.

8.2 Schematic Design Phase

8.2.1 Designer Selection

The Owner’s Project Manager shall assist the Owner in the negotiation of the design contract with the Designer assigned to the Project by the Authority.

8.2.2 Schematic Design

The Owner’s Project Manager shall monitor the activities and responsibilities of the

Designer during this phase and assist the Owner in the review of the proposed scope, schedule and budget, developed by the Designer, including the review of the Designer’s preliminary drawings. The Owner’s Project Manager shall:

a. Review the Designer’s construction cost estimate pursuant to Section

8.1.2.2. (One estimate during Task 8.2.2)

8.2.2.1 The Owner’s Project Manager shall review the schematic design to recommend Value Engineering Changes (VEC) to the Owner. The Value

Engineering Change shall include an analysis of the constructability, cost, quality and schedule impact. The Designer will be responsible for a thorough review and recommendation on the technical merit of the VEC.

8.2.2.2 The Owner’s Project Manager shall lead design coordination meetings every other week, between the Designer and the Owner and, as required, the

Authority, to provide for review and discussion of design/engineering related issues. The Owner’s Project Manager shall provide technical assistance to the

Owner. The Owner’s Project Manager shall take and distribute minutes of these meetings to the Owner.

8.2.2.3 The Owner’s Project Manager shall assist in the implementation of additional testing as required by the Designer, including, but not necessarily limited to, environmental evaluations, hazardous materials evaluation, destructive testing and other investigative work in the case of renovation projects.

8.2.2.4 The Owner’s Project Manager shall monitor the status of the Designer contract including monitoring the schedule of the Designer, provide review and comment of Designer’s work product and make recommendations to the Owner when, in the opinion of the Owner’s Project Manager, requirements of the

Designer’s contract with the Owner are not being fulfilled.

8.2.2.5 T h e Owner’s Project Manager shall meet with the Owner, Designer and other project participants as necessary.

8.2.2.6 The Owner’s Project Manager shall assist the Owner with the completion of grant applications for funding for the study of green design strategies and assist by identifying green strategies, as appropriate, for study during this phase. The Owner’s Project Manager shall assist the Owner in identifying and securing additional energy conservation resources from other sources (such as utility conservation programs) and to report on anticipated energy savings from such resources.

8.3 Intentionally Omitted

8.4 Construction Documents Phase

8.4.1 The Owner’s Project Manager shall review the construction documents for quality, cost, and schedule improvements, conciseness and clarity. The Owner’s Project

Manager shall:

a. Review Designer’s cost estimate pursuant to Section 8.1.2.2 of this Contract.

(One estimate during Task 8.4)

b. Provide advice, consultation and guidance to the Owner relative to value engineering recommendations.

c. Work with the Owner and Designer to update the construction budget and schedule.

8.4.2 The Owner’s Project Manager shall provide advice, consultation and guidance to the

Owner and the Designer relative to general contractor and subcontractor prequalification requirements pursuant to M.G.L. c. 149 § 44D½ and § 44D¾ as applicable, including participation as a member of the Owner’s Prequalification

Committee.

8.4.3 The Owner’s Project Manager shall monitor and coordinate the schedule, technical accuracy, efficiency, coordination, and constructability of the Project and cost-effectiveness of all designs, drawings, reports, estimates and other work furnished by the Designer. The review of the construction documents shall include compliance with the Project Funding Agreement, constructability, operability and bid-ability as well as document clarity and coordination between drawings and to identify conflicts between drawings and specification. The constructability review will identify potential conflicts, make recommendations specific to any phasing issues, recommend appropriate milestones, constraints and liquidated damages and a review of the project specific requirements in the General Requirements.

8.4.4 The Owner’s Project Manager’s review of the construction documents shall also include, but not be limited to, any concerns of the Owner’s Project Manager and/or the Owner relative to access, usable area, parking, utilities, anticipated noise sources during construction and identification of field offices, facilities, supplies and equipment.

8.4.5 The Owner’s Project Manager shall coordinate the timely review of the construction documents by the Commissioning Consultant to determine that plans and specifications include the recommendations made in regard to materials selection, installation and testing criteria in regard to commissioning and start-up and provide adequate information and allow sufficient time for functional and system testing.

8.4.6 The Owner’s Project Manager shall monitor the schedule of the Designer, provide review and comment of Designer’s work product and make recommendations to the Owner when, in the opinion of the Owner’s Project Manager, requirements of the Designer’s contract with the Owner are not being fulfilled.

8.5 Bidding Phase

8.5.1 The Owner’s Project Manager shall monitor the activities and responsibilities of the

Designer in the advertisement, distribution of bidding documents and solicitation of public bids in accordance with M.G.L. c. 149 §§ 44A through 44J and other public construction-related statutes. The Owner’s Project Manager shall:

a. Administer general contractor and subcontractor prequalification requirements pursuant to M.G.L. c. 149 § 44D½ and § 44D¾ as applicable, including participation as a member of the Owner’s Prequalification Committee.

b. Attend, and assist the Owner with, all pre-bid conferences and meetings and, assist, if directed by the Owner.

c. Attend, and assist the Owner with, all sub-bid and general bid openings and, assist, if directed by the Owner.

d. Review all sub-bids and general bids in conjunction with Designer’s determination of responsiveness, bidder eligibility, completeness, accuracy and price. Provide technical guidance to the Owner relative to its acceptance of bids and determination of bidder responsibility.

e. Review alternates and make written recommendations as to their acceptance.

f. If the bid of the lowest eligible and responsible general bidder exceeds the construction budget, the Owner’s Project Manager shall consult with the Designer and make recommendations to the Owner in regard to maintaining the Project Budget which may include, consistent with Massachusetts public construction laws, reviewing and recommending acceptance of alternates, re-bidding or seeking additional funding from the City/Town/Regional District.

8.5.2 The Owner’s Project Manager shall make recommendations to the Owner relative to the award of a construction contract.

8.5.3 The Owner’s Project Manager shall assist the Owner in the preparation and execution of the Owner-Contractor Agreement and shall obtain from the Contractor performance and payment bonds, insurance certificates, and all other documents and certificates required for contract execution.

8.5.4 The Owner’s Project Manager shall assist the Owner and the Designer in preparing and sending the Notice to Proceed to the Contractor.

8.5.5 The Owner’s Project Manager shall provide the Contractor, Designer, Owner and the

Authority with required copies of executed construction contract documents.

8.6 Construction Phase

The Owner’s Project Manager shall provide supervisory staff for each of the following activities, from Notice to Proceed of the construction contract to contract close-out for each

Project.

8.6.1 The Owner’s Project Manager shall monitor the Designer’s administration of the Owner-

Contractor Agreement including the processing of submittals, issuance of timely decisions and directives and consultant’s or subconsultants’ visits to the Project as necessary during the time that construction is occurring on the portions of the work to which the consultant's services relate.

8.6.2 The Owner’s Project Manager shall provide an on-site Project Representative, who shall be dedicated exclusively to the Project, either as an employee of the Owner’s Project

Manager or as a subconsultant to the Owner’s Project Manager.

8.6.2.1 The Project Representative shall be subject to the approval of the Owner and the Owner reserves the right to require the Owner’s Project Manager to replace the Project Representative at any time during the course of the

Project.

8.6.2.2 The Project Representative shall have at least five years of experience in on-site supervision of projects similar in size and complexity to the Project.

8.6.2.3 The Project Representative shall be present at all times when the Contractor is conducting operations at the site starting from issuance by the Owner of a Notice to Proceed to the Contractor and continuing until substantial use or substantial completion as determined by the Owner and thereafter on an as needed basis until issuance to the Contractor of a Certificate of Final

Completion by the Owner.

8.6.3 The Owner’s Project Manager shall review the Contractor’s schedule of values to determine if it represents a reasonably balanced payment schedule for work. The schedule of values shall include line items for all deliverables, testing requirements and specified operations and maintenance materials. The Owner’s Project Manager shall submit recommendations for the Contractor’s schedule of values to the Owner within forty-five days of the Owner’s Notice to Proceed to the Contractor.

8.6.4 The Owner’s Project Manager shall review the Contractor’s submitted baseline schedule. The Owner’s Project Manager shall be responsible for monitoring the timeliness of these submittals and enforcing compliance with schedule submittal requirements of the construction documents. The Owner’s Project Manager shall evaluate the Contractor’s planning for the execution of the work, evaluate the reasonableness of the proposed schedule and determine if the submitted schedule meets the requirements of the construction documents.

8.6.5 The Owner’s Project Manager shall provide daily observation and monitoring of construction activities such that all shifts and work activities are observed and documented. Responsibilities shall include:

8.6.5.1 The Owner’s Project Manager shall keep a daily log containing a record of weather, the Contractor’s work on site, number of workers, visitors to the site, safety status of the Project, equipment and equipment utilization, material and equipment deliveries, non-compliance with safety procedures and issuance of any safety violation notifications, accidents, general description of work performed and quality of work, visits of code enforcement officials and any resulting reports or orders, verbal instruction to interpretations given to the Contractor, pay items, and any observed delays, deficiencies and field problems.

8.6.5.2 The Owner’s Project Manager shall prepare weekly progress reports for submittal to the Designer and the Owner that summarize the progress achieved, provide a concise description of problems and include a copy of the daily log.

8.6.5.3 The Owner’s Project Manager shall assist the Designer in determining if construction and construction related activities are performed in accordance with plans and specifications and the approved shop drawings and are consistent with Massachusetts public construction laws.

8.6.5.4 The Owner’s Project Manager shall monitor on a daily basis Time and

Materials work on change orders for less than $50,000, including work installed, volume measurements, time sheets, crew sizes and mixes, and equipment utilized.

8.6.5.5 The Owner’s Project Manager shall evaluate actual quantities and classification of Unit Price work performed by Contractors.

8.6.5.6 The Owner’s Project Manager shall evaluate field problems, using the proper channels for solution and communication of the information to the

Designer and the Owner.

8.6.5.7 The Owner’s Project Manager shall coordinate and track requests for clarification on drawings/specifications, design changes and proposed change orders.

8.6.5.8 The Owner’s Project Manager shall prepare responses to Contractor correspondence for the Owner.

8.6.5.9 The Owner’s Project Manager shall monitor and coordinate the scheduling and activities of independent materials testing functions at the site, including distribution of reports and any necessary actions resulting.

8.6.5.10 The Owner’s Project Manager shall maintain at the Project site, on a current basis, a record copy of Construction Contract Documents, including, but not necessarily…