Conflict of Interest Policy

The structural commitment behind every owner's representation engagement.

Preamble

ACM Solution Partners, LLC ("ACMSP") exists to serve owners. Our value to clients depends on our structural independence from every other party at the table on a capital project, the contractor, the designer, the developer, the lender, and the brand. Structural independence means the absence of financial interests, compensation arrangements, ownership relationships, or other affiliations that could reasonably impair our professional judgment on behalf of an owner. This Conflict of Interest Policy ("Policy") is reasonably designed to establish the structural commitments that govern that independence.

This Policy applies to every engagement ACMSP takes on and is available for review to any client, capital partner, lender, or procurement officer on request. The Policy is publicly posted at acmsp.com/policies/conflict-of-interest/.

Article 1, Purpose and Scope

This Policy applies to all engagements performed by ACMSP in our capacity as Owner's Representative, Program Manager, Project Manager, or Construction Management Advisor. It governs the relationships between ACMSP, our principals, our team, our operating affiliates under common ownership or control, and the owners we serve. The Policy is incorporated by reference into every engagement letter ACMSP executes.

Article 2, Independence Standard

When engaged as Owner's Representative, Program Manager, Project Manager, or Construction Management Advisor, ACMSP's duty is exclusively to the owner-client. On every such engagement, our duty is to the owner's interests, not to the contractor, not to the designer, not to the developer, not to the brand, not to any lender, and not to any other party.

In every engagement, ACMSP commits that:

• ACMSP will not hold an ownership interest, equity interest, or contracting interest in any project on which we serve as Owner's Representative. "Contracting interest" means serving as a contractor, subcontractor, supplier, developer, concessionaire, or other party with a direct commercial interest in the project's execution.
• ACMSP will not accept fees, commissions, kickbacks, or other compensation from contractors, designers, developers, brands, vendors, or any party other than the owner we represent on the engagement.
• ACMSP will recommend vendors, contractors, and consultants based on suitability for the project, not based on personal relationships, prior compensation arrangements, or affiliate considerations.
• ACMSP will document every material recommendation and its rationale in the project record so that decisions are traceable to the owner's stated interests.
• ACMSP shall avoid not only actual conflicts of interest but also relationships or arrangements that could reasonably create the appearance that ACMSP's professional judgment has been compromised.

Article 3, Prohibited Engagements

ACMSP will not accept any engagement as Owner's Representative on a project where any of the following conditions apply:

• ACMSP, its principals, its affiliates, or its team members hold a direct or indirect ownership, equity, beneficial, profit participation, or other financial interest in the project or project entity.
• Mayo Construction Company, LLC ("MCC"), ACMSP's operating affiliate, serves, has submitted a proposal to serve, is participating in a competitive procurement process to serve, or is reasonably expected to serve in any contracting, subcontracting, construction management, procurement, or trade role on the project.
• A development, investment, or real estate affiliate under common ownership or control has or is actively pursuing an ownership, development, sponsorship, or investment interest in the project.
• Any principal or team member has a personal financial interest, material family relationship, business relationship, outside employment arrangement, referral-fee arrangement, or other compensation arrangement that could reasonably impair independent professional judgment on behalf of the owner.

If a prohibited condition is identified during the course of an active engagement, ACMSP will disclose the conflict in writing to the owner within five business days. ACMSP shall withdraw from the engagement unless the condition is one that can be effectively mitigated and is expressly permitted to continue with the owner's informed written consent.

Article 4, Operating Affiliates

ACMSP and Mayo Construction Company, LLC, together with any successor construction affiliate operating under common ownership or control, maintain separate engagement structures, project records, insurance arrangements, and operational decision-making. ACMSP's owner's representation activities and affiliated construction activities are conducted independently and may not participate in the same project. No affiliated construction operation may perform construction, construction management, procurement, trade, subcontracting, or related contracting services on a project for which ACMSP serves as Owner's Representative, Program Manager, Project Manager, or Construction Management Advisor.

• On any project where ACMSP serves as Owner's Representative, Program Manager, Project Manager, or Construction Management Advisor, MCC or any affiliated construction operation will not bid for, propose to perform, negotiate for, be considered for, or perform any contracting, construction management, procurement, subcontracting, or trade role.
• On any project where MCC or another affiliated construction operation serves, proposes to serve, or is being considered for a construction-related role, ACMSP will not accept or continue an engagement as Owner's Representative, Program Manager, Project Manager, or Construction Management Advisor.

Where ACMSP's owner-client shares ownership of a project with other ownership or investment parties, ACMSP's duty remains solely to its client. ACMSP will not represent multiple ownership parties on the same project unless all affected parties provide informed written consent and the engagement structure reasonably ensures that no divided loyalties exist.

The restrictions and independence standards set forth in this Policy apply equally to any present or future development, investment, or real estate affiliate under common ownership or control with ACMSP.

ACMSP will disclose the existence of affiliated construction, development, or investment operations upon request and will disclose any circumstance that could reasonably create a question regarding ACMSP's independence on a particular engagement.

Article 5, Disclosure Requirements

At the start of every owner's representation engagement, ACMSP will disclose in writing:

• The existence of MCC and any other construction, development, investment, or operating affiliate under common ownership or control with ACMSP.
• Any known personal, financial, family, or business relationship involving an ACMSP principal or team member and a contractor, designer, consultant, vendor, lender, owner, investor, or other significant participant expected to be involved in the project, where such relationship could reasonably be perceived as affecting independent professional judgment.
• A written conflict disclosure describing any other known relationships, affiliations, or circumstances that could reasonably bear on ACMSP's independence.
• Any material professional engagement involving ACMSP, its principals, or its affiliates and the owner, contractor, designer, lender, developer, or other significant project participant within the preceding thirty-six (36) months.
• Any actual, potential, or perceived conflict of interest identified after commencement of the engagement shall be disclosed to the owner in writing promptly after discovery.
• Any referral, compensation, or business relationship between ACMSP, its principals, or its affiliates and a project participant that could reasonably be perceived as influencing ACMSP's recommendations.

The owner has the right to request additional disclosure at any point during the engagement.

Article 6, Personal Relationships and Gifts

ACMSP principals and team members will not accept gifts, hospitality, or anything of value from contractors, designers, vendors, lenders, or other related parties beyond ordinary professional courtesies (business meals during scheduled project meetings, standard project-site refreshments, and similar). Any gift, hospitality, or invitation exceeding $100 in value must be declined or, in cases where declination would be discourteous, reported to the owner in writing within seven days of receipt. Any gift, hospitality, or invitation with a value between $50 and $100 shall be disclosed to the owner in writing within seven days of receipt. ACMSP principals and team members will not solicit gifts, hospitality, or anything of value from contractors, designers, vendors, lenders, or other related parties.

ACMSP team members will not enter into employment, consulting, or business arrangements with project participants during an active engagement without written disclosure to the owner.

Article 7, Sub-Engagement and Teaming Arrangements

When ACMSP serves as a sub-consultant under another firm's prime engagement on an owner's representation project, ACMSP will:

• Confirm that the prime firm does not hold, and is not pursuing, an ownership, development, investment, or contracting interest in the project that would reasonably impair its ability to represent the owner's interests.
• Decline to participate in arrangements where the prime firm holds an ownership or contracting interest in the project.
• Ensure that the owner is informed of ACMSP's role as a sub-consultant and, upon request, provide information regarding the engagement structure and applicable conflict controls.

When ACMSP serves as the prime on an owner's representation engagement and subcontracts portions of the work, sub-consultants are required to acknowledge this policy in writing and disclose any actual, potential, or perceived conflicts of interest relevant to the project. ACMSP may remove or replace any sub-consultant whose interests are inconsistent with the independence standards set forth in this Policy.

Article 8, Engagement Letter Reaffirmation

This Policy is reaffirmed in every engagement letter ACMSP executes for Owner's Representative, Program Management, Project Management, or Construction Management Advisory services. Each engagement letter will refer to this Policy by name and incorporate it by reference as part of the parties' agreement.

The version of this Policy in effect on the date the engagement letter is executed shall govern the engagement, except to the extent the engagement letter expressly modifies a specific provision of this Policy. The version of this Policy publicly posted on ACMSP's website and in effect on the date the engagement letter is executed shall govern the engagement.

Any amendment to this Policy adopted after execution of the engagement letter shall apply to the engagement only if agreed to in writing by both ACMSP and the owner.

Article 9, Verification and Inquiry

Any owner, capital partner, lender, procurement officer, or other party with a legitimate interest in ACMSP's compliance with this Policy may request:

• A written compliance representation based on ACMSP's knowledge as of the date of the response.
• A written disclosure summary covering Article 5 items.
• Documentation of the engagement letter language incorporating this Policy.

Any compliance statement provided under this Article reflects ACMSP's knowledge after reasonable inquiry and is not a guarantee that no undiscovered conflict or disclosure issue exists. Requests should be directed to info@acmsp.com or by mail to the address above. ACMSP will respond within five business days, except where additional time is reasonably required to compile or review responsive information. Nothing in this Article requires ACMSP to disclose confidential client information, privileged communications, proprietary business information, or information restricted by contractual or legal obligations.

Article 10, Effective Date and Amendments

This Policy is effective as of July 9, 2026 and applies to all engagements entered into on or after that date. ACMSP reserves the right to amend this Policy. Any material amendment will be posted publicly, dated, and applied prospectively. The historical text of this Policy at the date of engagement letter execution governs any engagement, unless the engagement letter explicitly adopts a later version.

Request Written Compliance Representation

If you're considering engaging ACMSP and want this Policy compliance represented in writing for your specific project, request a written compliance representation by emailing info@acmsp.com or calling (301) 686-6740.