HomeMy WebLinkAboutContract #: 1970 - From: 04-28-2026 To: 06-30-2027 - Colliers Project Leaders - Town Manager CONT A .T FOR PROJECT MANAGEMENT SERVILE
CONTRACT#
DATE:
This Contract is entered into on, or as o , this date by and between the Town of North Andover
"Town"), and
Owner's Project Manager: Colliers Project Leaders USA NE,LLC
Address: 100 Federal Street, 13"'Floor,Boston, MA 02110
Telephone Number: 617-330-8000
Email: Phil.Palumbo collierseng.com
o provide the Project Management services required to complete the Basic and Extra Services described
herein associated with the construction.of a Fire Station("the:Project").
e Owner's Project Manager is authorized to perform the services required by this Contract through the
Schematic Design Phase. At the to 's option,theOwner's Project manager may be authorized to perform
services for subsequent design phasesand/or the Construction:.Phases and Co pl.etion Phase,at which time
mutually agreed upon amendment to this Contract will be executed between the Owner and the Owner's
Project Manager.
For e performance of the services required under this CA)ntract for the Schematic Design Phase, the
Owner's Project Manager shall be compensated by the Town for Basic Services in accordance with the
Payment Schedule included as Attachment .
IN SS WHEREOF, the Town and theOwner's Project Manager have caused this Contract to be
executed by the' res._ective authorized officers.
THE TO THE CONTRACTOR.
, , �25/20
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Town Manager Date Signature Date
Jonathan.F. Winikur-Division:Director
Print Name &Title
Approved as toform: CERTIFICATION OF AVAILABLE FLJNDS
Cklol 2)t! V'm t ALOAA-
Town Counsel Tow Ac not 1t
AHTICIJ 1; DEFINITIONS
APPROVAL—a written communication from the To approving either the or 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 Town has contracted to perform the professional designer services for this Project.
BASIC SERVICES ®-the minimum scope of services to be provided by the Owner's Project Manager
under this Contract,unless the Contract is otherwise tenninated pursuant to Article 12.
CERTIFICATE OF FINAL COMPLETION — the form which contains the certification of the
Designer, OP M and the Town that the Project has reached Final Completion.
COMMISSIONING CONSULTANT — a person or firm which may be engaged by the Town to
provide building commissioning services,including advisory services during design and construction.
CONTRACT — this Contract, inclusive of all Attachments, between the Town and the 0%vuer'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 who the Town has
contracted to perform the construction for this Project pursuant to the provisions of G.L. c. 149, §§44A-
44J.
EXTRA SERVICES --services requested by the Town 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 Town'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 or has been completed in accordance with the Construction Contract
Documents.
GENERAL LAWS — the Massachusetts General Laws as amended, including any rules,regulations
and administrative procedures implementing said laws.
NOTICE to PROCEED —the written communication issued by the Town to the Contractor authorizing
the Contractor to proceed with the services specified in the construction contract and establishing the to
for commencement of the contract time.
OWNER'S PROJECT MANAGER or OPM—the individual, corporation, partnership,
sole proprietorslup, joint stock company, joint venture or other legal entity identified as such on page
one of this Contract performing the professional Project Management Services under this Contract.
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PHASE - a distinct portion of the work of this Contract and its associated duration, as identified on
Attachment A. or.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 or that pertains to the study, planning, design, construction, reconstruction,
installation, demolition, maintenance or repair, if any, as defined in the Project Scope and Budget
Agreement or Project Funding Agreement.
PROJECT BUDGET- a complete and full enumeration of all costs of the Project
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,
pursuant to the requirements of M.G.L. c.149 §44A'/2 or G.L. c. 149A, § 2, as the case may be, for an
"owner's project manager" and 963 CMR 2.00 et seq., 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 Public Purchasing Official Program as
administered by the Inspector General of the Commonwealth of Massachusetts.
PROJECT REPRESENTATIVE- the employee or a Sub-consultant 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.
PROJECT SCHEDULE - a complete list of all activities, time and sequence required to complete the
Project.
REIMBURSABLE SERVICES OR 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 - for purposes of a project utilizing the design-bid-build construction delivery
method pursuant to G.L. c. 149, a person or entity having a direct contractual relationship with the
Contractor, who has the contract to perfortit the construction of the Project, except as otherwise
specifically provided herein or as required by Law.
SUBCONSULTANT - any individual, company, firm, or business having a direct contractual
relationship with the Owner's Project Manager,who provides services on the Project.
ARTICLE 2: RELATIONSHIP OF THE PAR-TIES
2.1 The Owner's Project Manager shall act as an independent contractor of the Town in providing
the services required under this Contract.
2.2 The Owner's Project Manager warrants and represents to the T o w n that it has fully,
completely and truthfully represented the qualifications and skills of the Owner's Project Manager,
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its Sub-consultants, 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 Sub-
corLsultants, 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 "Standard of Care"), The Owner's Project Manager's services shall be rendered
in accordance with this Contract.
2.4 The Parties hereto agree that 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 Parties hereto agree that the Contractor shall be solely responsible for construction means,
methods, techniques, sequences and procedures, the Contractor's sdv"es, and for safety
precautions and programs in connection with the Project and for perfort-ring in accordance with
the Owner-Contractor Agreement. The Owner's Project Manager shall be responsible for the
Owner's Project Manager's 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,
CM at Risk, Subcontractors, the Designer, the Town 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 Ownees 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 Town.
ARTICLE 3: RESPONSLUILITIES OF THE OWNER
3.1 The Town shall designate an individual or individuals who shall have the authority to act on behalf of
the Town under this Contract and who shall be responsible for day-to-day communication
between the Town and the Owner's Project Manager.
3.2 To the extent such data is available, the Town 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 Town in writing of any deficiencies in such data that the
Owner's Project Manager becomes aware of.
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ARTICI,L 4; RESPONSIBUILLS OF IUL OW IM'S PROJECT MADiAGER
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 andmonitor the quality of services and workmanship and shall recommend courses of
action to the Town when respective contractual requirements are not being fulfilled. If the
Owner's Pro jest Manager is authorized to proceed with services beyond the Schematic Design Phase
set-vices shall continue through substantial use and occupancy by the Town, and Project closeout.
4.2 The Owner's Project Manager shall perfbiTn the services required under this Agreement in
conformance with applicable federal,state,and local laws, by-laws and regulations.
4.3 The Owner's Project Manager shall report to the Town 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 acknowledges the importance that the Owner attributes to the abilities
and qualifications of the key members of the Owner's Project Manager's tearn, including Sub-
consultants, and the continuity of key members' 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 Sub-consultants, listed in Attachment B, shall take place without the prior written
approval of the Town, 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 members of
the Owner's Project Manager's to the Owner's Project Manager shall propose a person or
consultant with qualifications at least equal to the person or firin the Owner's Project Manager
proposes to replace. The Town shall have the right to approve any substitution or replacement or
change ins for the persons or Sub-consultants listed in Attachment B and such approval shall
not be unreasonably withheld. At the request of the Town, the Owner's Project, Manager shall
consult with the Town to resolve any situation in which the Town determines that a member of the
Owner's Project Manager's team is failing to perform set-vices in an acceptable manner to the Owner.
The Town shall have the right to direct the removal of any such person or consultant. No act or
omission of the Town. made or perinitted under this Section shall relieve the Owner's Project
Manager of its responsibility for the performance of the services specified in this Contract.
4.5 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 ProjectManalter.
4.6 The Owner's Project Manager shall be and shall remain liable to the Town for all direct damages
incurred by the Town as a result of the failure of the Owner's Project Manager to perform in
conformance with the terms and conditions of this Contract
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ARTICLL 56 SLJ!L0bJ5U_LTANJS
5.1 The Owner's Pro ect Manager shall not employ consultant-,, sub-consultants, sublet, assign or transfer
any part of its services or obligations under this Agreement without the prior approval of and written
consent of the Town. The employment of Sub-consultants shall not in any way relieve the Owner's
Project Manager from its responsibilities under this Contract Nor shall the Town's approval of a
Sub-consultant in any way relieve the Owner's Project Manager from its responsibilitics under this
Contract.
5.2 Upon request, the Owner's Project Manager shall provide the Town copies of its agreements with
Sub-consultants, including amendments thereto, and shall consult with the Town with respect to the
inclusion therein of appropriate terms and conditions to assure timely, efficient and competent
performance of the Sub-consultants.
5.3 The OP M shall be responsible for all compensation to be paid to a sub-consultant upon OPM's
receipt of payment from the Town. No Sub-consultant shall have recourse against the To for
payment of monies alleged to be owed to the Sub-consultant by the Owner's Project Manager, and
the Owner's Project Manager shall include in all contracts with its Sub-consultants language so
providing.
5.4 All contracts between the Owner's Project Manager and its Sub-consultants shall include a
provision in which the Town's rights to initiate corrective action shall be stipulated
ARTICLE 6; ILHM AND ILMELY 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 Town. The term of this
Agwriat shall commence on the to stipulated in an Approval to proceed from the Town. 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 or of the Designer or Contractor. The Owner's Project Manager all
monitor the performance of the Designer and the Contractor in accordance with schedules of
performance that are established under their contracts with the To The Owner's Project Manager
shall immediately advise the Town, as well as the Designer or the Contractor, in writing, any time
the OwriYs Project Manager detennines 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, as is consistent with the Standard of Care. 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 this 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 Town of the revisions to
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its services.The Town 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.
ARTICLL I CONEENSATION
7.1 For the satisfactory perforinance 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 Town 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 is in accordance with
the Payment Schedule included as Attachment A. The Town shall make payments to the Owner's
Project Manager within 30 days of the Town'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 costs of rebidding and re-solicitation of proposals, bids, or qualifications if due to the fault of
the Owner's Project Manager, and(b)assisting the To 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.
The OP M shall not be compensated for any services involved in preparing changes that are required
for additional work that should have been anticipated by the OPM in the preparation. of the bid
documents as reasonably determined by the Town.
7.3 When the Owner's Project Manager receives payment from the Town, the Owner's Project Manager
shall promptly make payment to each Sub-consultant whose or was included in the work for
which such paynient was received. The Town shall have the contractual right to investigate any
breach of performance of a Sub-consultant and to initiate corrective measures it determines are
necessary and in the best interest of the Town. All contracts between the Owner's Project Manager
and its Sub-consultants shall include a provision in which the Town's rights to initiate corrective
action all be stipulated.
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 Town of the Certificate of Final Completion and submission of
evaluations.
AHII!LLE 8: BASIC SLRUCES
The Owner's Project Manager shall perform the following Basic Services:
8.1 Proiect M agement or All Phases)
8.1.1 The Owner's Project Man an ager shall prepare a communication d document control procedure
during the Feasibility Study/Schematic Design Phase and continue to update it as specified.
for the duration of the Project. This procedure shall detail the responsibilities and fines of
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communication among all Project participants (Town, 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 to and other tracking logs, as needed. A draft of the communication plan shall
be submitted to the Town for approval within 30 days of the Approval to proceed with the
Contract and be further updated (a) as needed to include the award of Construction Contract(s)
and no later than 30 days after approval to proceed to the Construction Phase of the Project. The
Owner's Project Manager shall include the De-signer in its distribution of the Project Budget.,
Schedule, Monthly Progress Report and other reports as appropriate and as outlined in the
Communications Plan.
8.1.2 The Owner's Project Manager shall attend meetings with representatives of the Town,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, The Owner's
Project. Manager shall take minutes of all of the above-referenced meetings and promptly
distribute minutes of these meetings to the Town.
8.1.3 The Owner's Project Manager all review all applications for payments, requisitions and
invoices relating to the Project as submitted by the Designer,equipment vendors and all other
contractors and supplier and make recommendations to the Town relative to amounts due.
8.1.4 Project Control.
During the Feasibility Study/Schematic Design as ofthis Contract, the Owner's Project
Manager shall monitor and report to the To any changes to the Feasibility Study Budget,
Scope and Schedule established in the Owner-Authority Feasibility Study Agreement.
8.1.5 Proj
ect Budget
The Owner's Project Manager shall prepare a detailed baseline Project Budget in a form
acceptable to the Town, which will be submitted to the Town for approval. The Owner's Project
Manager shall monitor and compare all Designer estimates, contractor bids, and other cost
information to this Project Budget and identify and report all variances to the Town. The
Owner's Project Manager shall maintain and update the baseline Project Budget throughout the
,
to of this Contract. The Owner's Project Manager shall report any variances to the baseline
Project Budget asp of the Monthly Progress Report.
The Owner's Project Manager shall prepare revisions to the baseline Project Budget, as
needed,and submit them to the Town for approval.
8.1.6 CostLEBAWmatin�
The Owner's independent cost estimates at each Design Project Manager shall prepare detailed inde
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phase (feasibility/schematic), when required by the Town, or, at the request of the Town, shall
review the Designer's cost estimates at each:Design Phase (schematic and construction). If the
Town requires the Owner's Project Manager to prepare an independent cost estimate, the
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Owner's Project Manager shall compare its cost estimate to that prepared by the Designer to
identify and notify the Town of any variances.
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 Town appropriate revisions to the scope of work
The Owner's Project Manager shall provide cost estimating services, as may be required, to
develop cash flows, and provide updated cash flows with its Monthly Progress Report described
in Article 8.13.
During the schematic design. Phase, the Owner's Project Manager shall prepare a construction
cost estimate with aggregated unit rates and quantities supporting each item.
8.1.7 Project Schedule
The Owner's Project Manager shall prepare a Project Schedule in a form acceptable to the Town,
which shall be submitted to the Town for approval.
The Owner's Project Manager shall prepare revisions to the Project Schedule, as needed, and
submit them to the Town for approval.
8.1.8 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 infortnation to
support the Contractor's payment estimate, and monitor the Contractor's pertbrmance for
compliance with its contract.
The Owner's Project Manager shall notify the Town 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 Town relative to the actions that should be taken
by the Contractor and/or advise the Town when liquidated nages,if included in the construction
contract, are anticipated to be incurred.
8.1.9 Monthly Pro gres&Report
The Owner's Project Manager shall submit to the To a written Monthly Progress Report
surnmarizing activity during the preceding calendar month. The Monthly Progress Report shall
be submitted in a format acceptable to the Town and shall describe work performed by all project
participants (OPM, Designer, and Contractor) during the reporting period and work plarmed 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
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compliance, con unity issues, Designer and Contractor's MBE/WBE activities, any
issues that could result in additional time and/or additional costs and any anticipated
problems/concerns together with recommended solutions.
8.1.10 MBE/WBECompliance Monitoring(All Phases)
The Owner's Project Manager shall monitor and report on the Designer's and Contractor's
compliance with MBE/W.BE requirements(if applicable).
8.1.11 Site Investieations and Environmental.TegLng
Prior to Designer Selection, the Owner's Project Manager shall assist the Town in determining
the need for and the implementation of site evaluation and testing including but not
necessarily limited to, site sm"eys, wetlands evaluation, environmental evaluations,
hazardous materials evaluation, subsurface testing(percolation tests, test pits,borings, etc.),
destructive testing and other investigative work in the case of renovation projects. The
determination if any additional services or testing need to be performed all rest with the Town
or Designer.
8.1.12 Pro J.ect Records gW_ReportsAAlI Phases J
!� _
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 To Project Manager,
Town-A.rehitect/Engineer and the Town-Contractor including copies of performance and
payment bonds, a master list of perniits, 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 Town in responding to any public
records request received by the Town,
8.2 Feasibility Studv/Schgmgatic_Des
8.2.1 .Designer Selection
The Owner's Project Manager shall coordinate the designer selection process for the Town:
8.2.1.1 The Owner's Project Manager shall assist the Town in preparing the schedule for
designer selection,advertisement,request for services, selection criteria and other materials
required for the application package.
8.2.1.2 The Owner's Project Manager shall record the names and addresses of all designers
who request an application package, shall notify all interested designers of any changes
to the request for services or application. package and shall respond to project specific
questions. The Owner's Project.Manager shall complete reference checks on all applicants
and provide the Town with a report on the references.
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8.2.1.3 The Owner's Project Manager shall review each submitted application to be sure it is
complete.
8.2.1.4 The Owner's Project Manager shall assist the Town in the negotiation of the design contract
with the first-raniced firm.
8.2.2 Feasibility Study/Schematic Design.
The Owner's Project Manager shall monitor the activities and responsibilities of the
Designer during this phase and assist the Town 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 Designer's cost estimates and,if required by the Town,prepare independent construction
cost estimates as provided in to Section 8.1.2.2 of this Contract for comparison, with the
Designer's cost estimates.
b. or with the Town and Designer to prepare the Project Schedule.
8.2.2.1 The Owner's Project Manager shall review the schematic design to recommend Value
Engineering Changes (VEC) to the To A 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 recornmendation on the technical merit of any VEC.
8.2,2.2 The Owner's Project Manager shall lead design coordination meeting between the
.Designer and the Town to provide for review and discussion of design/engineering related
issues. The Owner's Project Manager shall provide technical assistance to the Town.
8.2.2.3 The Owner's Project Manager shall assist in the implementation of additional site
evaluation and testing as required by the Designer, including,but not necessarily limited
to, site surveys, wetlands evaluation, environmental evaluations, hazardous materials
evaluation, subsurface testing (percolation tests, test pits, borings, etc.), destructive testing
and other investigative or 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 Town when, in the opinion of
the Owner's Project Manager, requirements of the Designer's contract with the Town are
not being fulfilled.
8.2.2.5 The Owner's Project Manager shall meet with the Town, Designer and other project
participants as necessary.
8.2.2.6 The Owner's Project Manager shall assist the Town 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.
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8.3 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 Town, 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:
8.3.1 Chime Order Administration
8.3.1.1 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.
8.3.1.2 Initiate,conduct,and document negotiations through a memorandum of negotiations with
the Contractor.
8.3.1.3 For all change order requests by the Contractor,make recommendations to the Town for
acceptance or rejection.
8.3.1.4 Prepare and finalize any documentation required for processing change orders including
documentation to support or reject the change.
8.3.1.5 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.
8.3.2 Claims and Disputes Management
8.3.2.1 implement a claims management procedure consistent with the construction contract
documents.
8.3.2.2 Analyze Contractor claims and propose recommendations to the Owner in support of the
Town's obligations under the claims article of the construction contract documents. Prepare
responsive positions in coordination with the Town, and obtain appropriate input from the
Designer and/or Contractor.
8.3.2.3 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 contracks), the Owner's Project
Manager shall report any such claims, disputes or other matters in question relating to the
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performance by the Contractor,Subcontractor,Designer or vendor to the Town in writing as
soon as reasonably possible.
8.3.2.4 The Owner's Project Manager shall take all reasonable efforts designed to resolve any such
claims,disputes,or other matters in question.
8.4 Congruction Documents
8.4.1 The Owner's Project Manager shall review the construction documents for quality, cost, and
schedule improve n-tents, 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 Town relative to value engineering
recommendations.
c. or with the Town 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 Town and
the Designer relative to general contractor and subcontractor pre qualification requirements
pursuant to M.G.L.c. 149§44D'/2 and§44DI/4 as applicable,including participation as a member
of the Owner's Prequalification Committee.
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 or furnished by the Designer. The review of the
construction documents shall include constructability, operability and bid-ability as well as
document clarity and coordination between drawings and to identify conflicts between drawings
and specification..
8.4.4 The Owner'sProject 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 Town relative to access,
usable area, parking, utilities, anticipated noise sources during construction and identification
of field offices, facilities, supplies and equipment.
The Owner's Project Manager shall coordinate the timely review of the construction
documents by the Commissioning Consultant, if any, to deter nime that plans and speccations
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 or product and make recommendations to the Town when, in the
opinion of the Owner's Project Manager, requirements of the Designer's contract with the Town
are not being fulfilled.
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8.5 RBiddin I 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 §44DV?, and §44D%as applicable, including participation as a member
of the Owner's Prequalification Committee.
b. Attend, and assist the Town with, all pre-bid conferences and meetings and, assist, if
directed by the Town.
c. Attend, and assist the Town with, all sub-bid and general bid openings and, assist, if
directed by the Town.
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 Town 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 Town in regard to maintaining the Project Budget which may
include, consistent with Massachusetts public construction laws, reviewing and
recommending acceptance of alternates,re-bidding ors king additional funding from the
Town,
8.5.2 The Owner's Project M. analter all make recommendations to the Town relative to the award of
a construction contract.
8.5.3 The Owner's Project, Manager shall assist the Town 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.
The Owner's Project Manager shall assist the Town 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 Conti-actor, Designer, and Town with required
copies of executed construction contract documents.
Construction Phase
8.6 Construction
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The Owner's Project Manager shall provide 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 sub-consultants' visits to the Project as necessary during
the time that construction is occurring on the portions of the work to which the consultarifs
services relate,
8.6.2 The Owner's Project Manager shall provide an on-site Project Representative.
8.6.2.1 ThePrcject Representative shall be subject to the approval of the Town and the Town
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' experience in on-site
supervision of projects similar in size and complexity to the Project.
8.6.2.3 Unless otherwise directed, 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 Town and thereafter on an,as needed basis,until issuance
to the Contractor of a Certificate of Final Completion by the Town.
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 it 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 or activities are observed and documented. Responsibilities
shall include:
8.6.5.1 The Owner's Project Manager shall keep a daily to containing a record of weather,the
Contractor's or on site, number of workers, visitors to the site, safety status of the
Project,equipment and equipment utilization,material and equipment deliveries, non-
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compliance with safety procedures and issuance of any safety violation notifications,
accidents, general description of or 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 Town 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 detem.iining 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 or installed, volume xneasurements,
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 Town.
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 Town.
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 limited
to, drawings, specifications, addenda, change orders, and directives as well as all
approved shop drawings, product data, samples, submittals, operations and maintenance
manuals and all other relevant documents relating to the construction of the Project.
8.6.5.11 The Owner's Project Manager shall monitor the Contractor's compliance with federal
Davis Bacon prevailing wage requirements and Massachusetts prevailing wage
requirements pursuant to M.G.L. c. 149 §§26 to 27H, inclusive including assisting the
Town in cataloging and filing payroll affidavits,
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8.6.5.12 The Owner's Project Manager shall shoot and maintain Project progress photographs
showing construction progress at a frequency sufficient to document major activities or to
document safety incidents, differing site conditions and quality issues. The Owner's
Project Manager shall maintain a descriptive to and captioning of the photographs on CD.
8.6.6 The Owner's Project Man ager shall monitor the Contractor's compliance with the construction
schedule, identify potential problems, include problem identification on the Monthly Progress
Report and make recommendations to the Town when, in the opinion of the Owner's Project
Manager, requirements of the Contractor in the Owner-Contractor Agreement are not being
fulfilled.
8.6.7 The Owner's Project Manager shall schedule, conduct and prepare minutes of weekly job
meetings on progress, coordination and problem resolution and negotiations. The Owner's
Project Manager shall prepare and submit minutes to the Town within three business days of the
meeting.
8.6.8 Intentionally omitted.
8.6.9 The Owner's Project Manager shall monitor, review and analyze proposed change orders, and
claims recommending appropriate action andresolution to the Town in accordance with Article
8.1.4.
8.6.10 The Owner's Project Manager shall review and coordinate its review with the Designer to
recommend approval of the General Contractor's monthly payment requisitions. The Owner's
Project Manager shall review the Designer's certification that the percentage of work included in
the requisition is accurate and the work performed conforms to the construction contract.
8.6.11 Intentionally omitted.
8.6.12 The Owner's Project Manager shall verify substantial completion of work; assist the Designer
in the Designer's final inspection and receipt of documents,manuals, receipts, certifications,
and all other materials required for final closeout as described in the construction contract.
The Owner's Project Manager shall coordinate the detailed punch list with the Designer,
including a subsequent walk-through with the Designer and the Authority's Commissioning
Consultant.
The Owner's Project Manager and the Designer shall then coordinate a walk- through with the
Town to finalize the punch list. The Owner's Project Manager shall then be responsible for
tracking and confirming the completion of the punch list items.
8.7 COMDletion Phase
8.7.1 The Owner's Project Manager shall monitor the activities and responsibilities of the Designer
and the Contractor in the close-out and cornmissioning of the Project.
8.7.2 The Owner's Project Manager shall assist in securing and reviewing and recommending approval
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of all project completion forms and documentation necessary for occupancy and full operation of
the facility including, but not necessarily limited to, inspection certificates of local building
authorities, Certificate of Substantial Completion, Certificate of Final Completion, Occupancy
Permit, shop drawings, as-built drawings, operations and maintenance manuals, warranties,
guarantees and any and all documentation as required by the contract documents.
8.7.3 The Owner's Project Manager shall assist the Town in completing the written evaluation of the
Designer(s) pursuant to M.G. L. c. 7 §38E and prepare, sign and provide to the Town for its
signature the written evaluation of the Contractor(s)and Trade Subcontractors pursuant to M.G.L.
c. 149 §44D.
AHTICLL 2: E2JIRA SERVICES
9.1 General
9.1.1 Extra Services are those services requested by the Town to be perfortned by the Owner's Project
Manager but which are additional (or "extra") to the services performed as is Services.
Such services are not included in the Fee for is Services and shall be invoiced and paid for
separately. Extra services shall not be deemed authorized until a written Approval is received
from the Town.
9.1.2 The proposed cost, scope and schedule of all Extra Services shall be presented to and approved
by the Town in writing prior to the performance of any Extra Services.
9.1.3 Cost proposals for Extra Services shall be cornputed in accordance with the Hourly to Schedule
established in Attachment A.
9.2 Unless specifically prohibited elsewhere and with the prior written. Approval of the Town, the
Owner's Project Manager shall perform any of the following services as Extra Services:
9.2.1 Preparing special studies, reports, or applications at the written direction of the Town, other
than those specifically required herein as part of Basic Services;
9.2.2 Assisting in the appeals process of permitting boards or commissions;
9.2.3 Rebidding, re-solicitation, or re-advertising for bids, proposals, or qualifications unless made
necessary by the fault of the Owner's Project Manager, in which events such rebidding shall
be deemed part of Basic Services,and subject to the limitation in Article 7.2;
9.2.4 Furnishing services in connection with a bid protest filed in court or with the Office of the Attorney
General, provided such activities did not arise due to the fault of the Owner's Project Manager;
9.2.5 Furnishing services in excess of Basic Services made necessary by the termination of the General
Contractor;
9.2.6 Providing consultation with respect to replacement of or damaged by fire or other casualty
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during construction;
9.2.7 Assisting the Town in litigation, claims resolution or non-binding mediation arising out of
the Designer contract or the construction contract, provided such litigation or claims did not
arise due to the fault of the Owner's Project Manager; and
9.2.8 Providing other services requested by the Town that are not included as Basic Services pursuant
to this Contract.
9.3 Invoices for Extra Services all be accompanied by a complete breakdown listing the name,
payroll tide, date, number of hours by day, hourly rate and extended amount, per specified task
of Extra Services performed. Hourly rates shall be in accordance with the Hourly to Schedule
in Attachment A.
AHILCLE 10: REM IIIJ&SABLE EXPENSES
10.1 For coordination and responsibility for the or described in the following paragraphs 10.1.1 and
10.1.2, the Owner's Project Manager shall be reimbursed its actual costs and those of its Sub-
consultants, supported by invoices or receipts,plus 10%. The following are reimbursable expenses:
10.1.1 Certain out of pocket expenses paid by the Owner's Project Manager such as filing fees, and
permit fees that are normally paid by the Town;travel to fabrication or manufacturing locations to
identify completed,identified,and stored materials or equipment specifically for the Project, field
office fin-nishings.
1 .1. Any other specially authorized reimbursement deemed essential by the Town,in the Town's sole
discretion.,in writing.
10.2 Non-Reimbursable Items: The Town shall not reimburse the Owner's Project Manager or its Sub-
consultants for travel expenses, sustenance, telephone, facsimiles, electronic mails, postage and
delivery expenses,unless specifically required elsewhere in this Contract.
10.3 The Owner's Project Manager shall not be entitled to compensation under this Article for the services
of Sub-consultants hired to perform Basic Services under this Contract. If a Sub-consultant
hired toperform Basic Services performs Extra Services approved by the Town,compensation for
such Extra Services shall be made under Article 9.
AH11CLL 11: HLLLASL AND 121SCLI"GE
11.1 The acceptance by the Owner's Project Manager of the last payment under the provisions of Article 7
or Article 12 in the event of termination of the Contract, shall in each instance, operate as and be a
release to the Town and their employees and agents, from A claims of the Owner's Project Manager
and its Sub-consultants for payment for services performed and/or furnished,except for those written
claims submitted by the Owner's Project Manager to the Town with,or prior to,the last invoice,
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ARTICLE 12: ASSIGNMLNT, StJSJ!LNSIQN, JERMINAIJON
12.1 AssiZament:
The Owner's Project Manager shall not assign or transfer any part of its services or obligations under
this Contract (other than as specified in Article 5), without the prior written approval of the Town.
Likewise, any successor to the Owner's Project Manager must first be approved by the Town before
performing any services under this Contract. Such written consent shall not in any way relieve the
Owner's Project Manager or its assignee from its responsibilities under this Contract.
12.2 Suspension
The Town may, at any time, upon seven (7) days written notice to the Owner's Project Manager,
suspend this Contract. If the Town provides such written notice,the Owner's Project Manager, shall
be compensated for work satisfactorily performed in accordance with the Contract terms prior to the
effective to of such suspension for which invoices have been properly submitted.
12.3 Termination
By written notice to the Owner's Project Manager, the Town may terminate this Contract at any
time with or without cause. If such termination shall occur through no fault of the Owner's
Project Manager, all compensation and reimbursement due to the Owner's Project Manager in
accordance with the Contract terms,for work satisfactorily performed up to the date of termination,
including proportionate payment for portions of the work started but incomplete at the time of
termination, shall be paid to the Owner's Project Manager, provided no payment shall be made for
work not yet performed or for anticipated profit on unperformed worlL If such termination is for cause
then no ftirther payment all be due to the Owner's Project Manager beyond the date of to "nation.
AHJUCLE 13: NOTICLS
13.1 Any notice required to be given by the Town to the Owner's Project Manager, or by the
Owner's Project Manager to the Town, shall be deemed to have been so given, whether or not
received, if mailed by certified or registered mail to the Owner's Project Manager or the Town at the
addresses indicated on page one.
ARTICLE 14: INDEMNIFICATION OF QANLR AM AUILIORIII
14.1 With respect to professional services rendered by Owner's Project Manager, to the fullest extent
permitted by law, Owner's Project Manager shall indemnify and hold harmless the Town, and its
officers and employees from and against all claims, damages, liabilities, injuries, costs, fees,
expenses, or losses, including, without limitation, reasonable attorney's fees and costs of
investigation and litigation,whatsoever which may be incurred by the Town to the extent caused by
the negligence of or the breach of any of the provisions of this Contract by the Owner's Project
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Manager, a person employed by the Owner's Project Manager, or any of its Sub-consultants.
14.2 For all other claims, to the fullest extent permitted by law, Owner's Project Manager shall defend,
indemnify and hold harmless the Town,and its officers and employees from and against all claims,
damages, liabilities, injuries, costs, fees, expenses, or losses, including, without limitation,
reasonable attorney's fees and costs of investigation and litigation, whatsoever which may be
incurred by the Town arising out of or resulting from the performance of its services provided that
such claims, damages, liabilities, injuries, costs, fees, expenses, or losses are attributable to bodily
injury or death or injury to or destruction of tangible property to the extent caused by an act or
ornission of the Owner's Project Manager, a person employed by the Owner's Project Manager, or
any person or Sub-consultants for whom the Owner's Property Manager is responsible under this
Contract.
14.3 The indemnification obligation in this Article shall be in addition to, and not a limitation of, any
other rights and remedies available to the Town under this Contract or at law.
AR171 .LE 15: INSURANCE
15.1 The Owner's Project Manager shall obtain and maintain at its sole expense all insurance required by
law and as may be required by the Town under the ternis of this Contract. The insurance required
hereunder shall be provided at the sole expense of the Owner's Project Manager or its Sub-
consultant, as the case may be, and shall be in full force and effect for the full to of this Contract
between the Town and the Owner's Project Manager or for such longer period as otherwise required
under this Contract.
15.2 All policies shall be issued by companies lawfully authorized to to that type of insurance under
the laws of the Commonwealth of Massachusetts with a financial strength rating of"A"or better as
assigned by A.M. Best Company, or an equivalent rating assigned by a similar rating agency
acceptable to the Town.
15.3 The Owner's Project Manager and its sub-consultants shall submit to the Town original certificates
of insurance evidencing the coverage required hereunder, together with evidence that all preiniums
for such insurance have been fully paid simultaneously with the execution of this Contract.
Certificates shall show each type of insurance, insurance company, policy number, amount of
insurance, deductibles/self insured retentions, and policy effective and expiration dates. The
Owner"s Project Manager shall submit updated certificates to the Town prior to the expiration of any
of the policies referenced in the certificates so that the Town shall at all times possess certificates
indicating current coverage. Failure by the Owner's Project Manager to obtain and maintain the
insurance required by this Section, to obtain all policy, renewals, or to provide the respective
insurance certificates as required shall constitute a material breach of the Contract and shall be just
cause for termination of the services of the Owner's Project Manager under this Contract.
15.4 Termination, cancellation, or material modification of any insurance required by this Contract,
whether by the insurer or the insured, shall not be valid unless written notice thereof is given to the
Town at least thirty days prior to the effective date thereof,which shall be expressed in said notice.
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15.5 The Owner's Prof ect Manager shall require by contractual obligation, and shall ensure by the
exercise of due diligence, that any Sub-consultant hired in connection with the services to be
provided under this Contract shall obtain and maintain all insurance required by law and as may be
required by the Town under the to of this Contract.
15.6 The Owner's Project Manager or its Sub-consultant, as the case may be, is responsible for the
payment of any and all deductibles under all of the insurance required by this Contract. T he Town
shall not be responsible for the payment of deductibles,self-insured retentions or any portion thereof.
15.7 )Yor ers' Co ial I-,-
The Owner's Project Manager shall purchase and maintain at its own expense during the life of this
Contract,or such other time period as provided herein,the following types and amounts of insurance,
at a minimum:
15.7.1 Workers'Compensation Insurance in accordance with MGL c 152. The policy shall be endorsed
to waive the insurer's rights of subrogation against the Town.
15.7.2 Commercial General Liability insurance(including Premises/Operations; Products/Completed
Operations; Contractual;Independent Contractors;Broad FormProperty Damage; and Personal
Injury)with a minimum limit of$1,000,000 per occurrence,$2,000,000 aggregate. The Owner's
Project Manager shall maintain such insurance in full force and effect for a minimum period of
one year after final payment and shall continue to provide evidence of such coverage to the
Town. The Town shall be added as an additional insured on this policy. The policy shall be
endorsed to waive the insurer's rights of subrogation against the Town.
15.7.3 Comprehensive Automobile Liability Insurance (including owned, non-owned and hired
vehicles) at limits of not less than:
$1,000,000 Each Person for Bodily Injury;
$1,000,000 Each Accident for Bodily Injury;
$1,000,000 Each Accident for Property Damage.
15.7.4 Valuable Papers insurance in an amount sufficient to assure the restoration of any plans,
drawings, computations, field notes, or other similar data relating to the work covered by this
Contract or by the Agreement between the Town and the Designer in the event of loss or
destruction while in the custody of the Owner's Project Manager until the final fee payment is
made or all data is turned over to the Town,and this coverage shall include coverage for relevant
electronic media, including, but not limited to, documents stored in computer-aided design
drafting(CADD) systems.
15.8 Professional Liabilit
The Owner's Project Manager shall maintain professional liability insurance covering errors and
omissions and negligent acts of the Owner's Project Manager and of any person or entity for whose
performance the Owner's Project Manager is legally liable at all times while services are being
22
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performed under this Contract. Certificates of professional liability insurance evidencing such
coverage shall be provided to the Town on or before the effective date of this Contract and for a
period of at least six years after the earlier of- (1)the date of official acceptance of the completed
Project by the Town; (2) the date of the opening of the Project to public use; (3) the date of the
acceptance by the general contractor of a final pay estimate prepared by the Town pursuant to M.G.L.
chapter 30; or(4)the to of substantial completion of the Construction Contract and the taking of
possession. of the Project for occupancy by the Town. The certificates shall indicate a retroactive
to that is no later than the effective to of this Contract and a limit of not less than$1,000,000.
In the event that the Town terminates this Contract at or before the completion of the Feasibility
Study/Schematic Design Phase "without cause" as provided in Article 12.3.1; or the Contract term
ends pursuant to its own provisions at the completion of the Feasibility Study/Schematic Design
Phase and the Contract is not amended to authorize the Owner's Project Manager to perform services
for subsequent design phases,Construction Phases and/or Completion Phase;or the Town otherwise
elects not to proceed with the Project beyond the Feasibility Study/Schematic Design Phase, either
because the Town lacks sufficient funding for the Project or for any other reason, the Town may,
amend this Article 15.8.
15.9
Insufficient insurance shall not release the Owner's Project Manager from any liability for breach of
its obligations under this Contract. Without limitation, the Owner's Project Manager shall bear the
risk of any loss if its' valuable papers insurance coverage is insufficient to cover the loss of any work
product covered by this Contract.
ARTICLE 166 OWURSHIP OF DOCUMENTS
16.1 Unless provided otherwise by law, ownership and possession of all intbrtnation, data, reports,
studies, designs, drawings, specifications, materials, documents, models, and any other
documentation, product or tangible materials authored or prepared, in whole or in part; or
purchased, obtained, created by the Owner's Project Manager pursuant to this Contract
(collectively, the "Materials"), other than the Owner's Project Manager's adm.inistrative
communications, records, and files relating to this Contract, shall be the sole property of, and shall
vest in, the Town as "works made for hire" or otherwise, upon OPM's receipt of final payment.
The Town will own the exclusive rights, worldwide and royalty-free, to and in all Materials
prepared and produced by the Owner's Project Manager pursuant, to this Contract,including,
but not limited to, United States and International patents, copyrights, trade secrets, know-how
and any other intellectual property rights, and the Town shall have the exclusive, unlimited and
unrestricted right, worldwide and royalty-free, to publish, reproduce, distribute, transmit and
publicly display all Materials prepared by the Owner's Project Manager,upon OPM's receipt of final
payment. At the completion or termination of the Owner's Project Manager's services,all original
Materials shall be promptly turned over to the To Any use or reuse of the Materials by the Town,
other than for their intended purpose and project, without the professional involvement of OPM,
shall be at the Town's sole risk,and without liability to OPM.
ARTICLE 17: HEQLLATQHJ AND STATUTORY BLOUIRLMLNIa
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17.1 lmth-in:Nepo 'J'ations Certificate: If the Owner's Project Manager's fee is negotiated, bysigning
this Contract,the Owner's Project Manager hereby certifies to the following:
7.1. Wage rates and other costs used to support the Owner's Project Manager's compensation
are accurate,complete, and current at the time of contracting; and
17.1.2 The Contract price and any additions to the Contract may be adjusted within one year of
completion of the Contract to exclude any sigrifficant amounts if the Town determines that the
fee was increased by such amounts due to inaccurate, incomplete or non-current wage rates
or other costs.
17.2 The person signing this Contract certifies, as a principal. or director of the Owner's Project Manager,
that the Owner's Project Manager has not given, offered or agreed to give any person, corporation,
or other entity any gift, contribution or offer of employment as an inducement for, or in connection
with, the award of this Contract; no consultant to or Sub-consultant for the Owner's Project
Manager has given, offered or agreed to give any gift, contribution or offer of employment to the
Owner's Project Manager, or to any other person, corporation, or entity as an inducement for, or in
connection with., the award to the Owner's Project Manager or Sub-consultant of a contract by the
Owner's Project Manager; and no person, corporation or other entity,other than a bona fide full-time
employee of the Owner's A-oiect Manager, has been retained or hired by the Owner's Project
Manager to solicit for or in any way assist the Owner's Project Manager in obtaining this Contract
upon an agreement or understanding that such person,corporation or other entity be paid a fee or other
consideration contingent upon the award of this Contract .
17.3 RevenIle F iforce nentgn n ProgramREAP : Pursuant to Massachusetts General Laws,
� gA Pot
Chapter 62C, §49A,the undersigned certifies under the penalties of perjury that to the best of his/her
knowledge and belief that the Owner's Project Manager and the principals thereof are in compliance
with all laws of the commonwealth relating to taxes, reporting of employees and contractors, and
withholding and remitting child support.
17.4 Interest of Owner's Project Manager. The Owner's Project Manager hereby certifies that it is in
compliance with the provisions of General Laws Chapter 268A whenever applicable. The Owner's
Project Manager covenants that 1)he/she presently has no financial interest and shall not acquire any
such interest direct or indirect,which would conflict in any manner or degree with the services required
to be performed under this Contract or which would violate M.G.L. Chapter 268A, as amended from
time-to-time; 2) in the perfon.n;race of this Contract, no person having any such interest shall be
employed by the Owner's Project Manager; and 3) no partner or employee of the firm is related by
blood or marriage to any officer,official,or employee of the Town,unless approved by the to Ethics
Commission.
17.5 EqmdDpVorturii!y: The Owner's Project Manager shall not discriminate in employment against any
person on the basis of race, color, religion, national origin, sex, sexual orientation, age, ancestry,
disability, marital status, veteran status, membership in the armed forces, presence of children, or
political. beliefs. The Owner's Project Manager shall comply with all provisions of Title VI of the
Civil Rights Act of 1964 and M.G.L c.15 IB.
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17.6 Cgr—ti—fication of Npn:Collusiorr The Owner's Project Manager certifies under penalties of perjury
that its proposal has been made in and submitted in good faith and without collusion or fraud
with any other person. As used in this certification, the word "person" shall mean any natural
person, business, partnership, corporation, union, committee, club, or other organization, entity, or
group of individuals.
17.7 Governina Law: This Contract shall be governed by the laws of the Commonwealth of
Massachusetts.
17.8 Venue: Any it by either party arising under this Conti-act shall be brought only in a court of
competent jurisdiction in the county where the Project is located. The parties hereto waive any
argument that this venue is improper or that the forum is inconvenient.
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ATTACHMENT A
PAYMENT SCHEDULE
In consideration of Owner's Project Manager's delivery of Basic Services, the Town shall pay the
Owner's Project Manager on an hourly basis, up to a total fee that shall not exceed Qne Hundred
'Fhoggad and Q0/lQQ ($1ffl.00Q,00). The $100.000.QQ fee is a cap for Basic Services related to this
Contract, and the actual amount paid by the Town for Basic Services required during the duration
of this Contract may be an amount less than $100,000.00. The Owner's Project Manager shall invoice
the Town based on hours worked pursuant to this Contract, according to the hourly rates below and
the schedule set forth below. During the course of this Contract,the rates in effect shall not be increased
above those delineated in the following table:
Hour Rate Schedule
Uk Rate/Hour
As per the attached proposal
The Owner's Project Manager shall perform the Services in accordance with the following Schedule:
Project Phase/Item of Work Not-to-Exceed Fee
Design Development/Construction
Document/Bidding Phase
Construction Phase/Final Completion TBD
Extra Services
(Identify by Category)
Reimbursable Services(Identify by
Category)
IndglIgnde I Cost Lstimates
There shall be a limit of 2 independent cost estimates. $ per estimate
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