10 Dallas Zone Agreement 2023 06 20.pdf

Sol. Reference No. 47PH0823R0003 GSA Contract No: 47PH0823D XXXX

Multiple Award Indefinite-Delivery Indefinite-Quantity (IDIQ) Task Order Contract for Construction, Repair, and Alteration, with Design-Build and Incidental Abatement for GSA/PBS Region 7

The Agreement: Dallas Zone

Table of Contents

I. Project Information A. Project Summary B. The Contract C. Period Of Performance D. Work Conditions/Site Requirements E. Authorized Representatives F. Contract Liquidated Damages Rate G. Buy American Exceptions H. Statement of Work, Specifications, Drawings

II. Prices A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions A. Commencement, Prosecutions and Completion of Work B. Contractor Responsibilities C. Contractor Management and Personnel D. Project Schedule E. Extensions of Time F. Interpretation of Specifications and Drawings G. Submittals H. Substantial Completion and Contract Completion I. Use and Possession Prior to Substantial Completion J. Finality of Contract Modifications K. Liquidated Damages L. Insurance Requirements M. Order of Precedence N. Administrative Matters O. Non-Compliance with Contract Requirements P. Safeguarding Sensitive Data and Information Technology Resources Q. Requirements for GSA Information Systems R. Options and Allowances S. Additional Terms and Conditions

IV. Contract Clauses A. Clauses Incorporated in Full Text B. Clauses Incorporated by Reference C. Subcontract Requirements

Document: C101-SB-GC/MARCH 2023 (The Agreement)

I. Project Information

I.A. Project Summary

This is a Multiple Award Indefinite-Delivery Indefinite-Quantity (IDIQ) contract for construction services to provide for various repairs, alterations and renovations to federally owned and leased facilities serviced by the Greater Southwest Region 7 of the General Services Administration (GSA) and located throughout the Dallas Zone (see Table 1 below). Construction services consist of interior and exterior building construction, and repair and alterations, including but not limited to: electrical, carpentry, masonry, plumbing, mechanical, architectural, landscaping which is incidental to repair or alteration, storm drainage, exterior renovations, demolition services, earthwork, pavement repair, and other miscellaneous civil work. Abatement services that are incidental to repair and alteration projects are also included. The work to be performed under the terms of this contract includes, but is not limited to: renovations, wall partition construction, modification and alteration of floor and wall mounted signal and power outlets to be included in the modification of associated conduit, surface mounted raceway, and various underfloor duct systems; installation of new and the alteration of existing power panels;

carpet and carpet tile installation; painting; HVAC ductwork modification and repair; door, door frame, and door set hardware installation; communications cabling; grid ceiling and lighting installation and modification; modification of existing building fire sprinkler systems; and other such related work which would be outlined in task order and job drawings. The design-build requirements of a project can include, but are not limited to, review and evaluation of the concept, design development and construction document submission for constructability, value engineering or alternate means and methods recommendations, identification of any problems or errors in the design documentation, consultation/coordination with GSA during construction document production, project schedule development, primary cost estimates during design development and construction documents, and development of subcontractor and supplier interest. The abatement requirements of a project can include asbestos, lead, mold, and polychlorinated biphenyls (PCB).

The term of the contract will be for one (1) base period with four (4) one (1) year option periods.

Task order proposals should be submitted in the format required in the TO RFP; and use the MasterFormat 2020 Specification Groups.

I.B. The Contract

(1) The Contract consists of the SF 1442; the Pricing Proposal Form; the Agreement; the Solicitation; the Statement of Work; Specifications; Drawings; Exhibits; Amendments;

Modifications; and other Attachments identified herein (collectively, the Contract Documents).

The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

(2) The Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the Contract Documents (the Work), Document: C101-SB-GC/MARCH 2023 whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA shall pay the Contractor the price or prices established in Section II, subject to the terms and conditions set forth in this Contract.

I.C. Period of Performance

(1) Commencement. The Contractor shall commence performance of the Work within * days after the Contractor receives the Notice to Proceed (NTP). * NOTE: Commencement for individual Task Orders will vary from Task Order to Task Order. Period of performance for Task Orders will be stated in the Task Order’s Statement of Work.

(2) Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, no later than * calendar days from issuance of Notice to Proceed (NTP).

(3) Contract Completion. The Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within * calendar days of Substantial Completion.

*NOTE: Contract (Task Order) Completion of individual Task Orders will vary from Task Order to Task Order .

I.D. Work Conditions/Site Requirements

Work Conditions/Site Requirements will vary from Task Order to Task Order.

I.E. Authorized Representatives

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer to GSA. The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Authorized Representative Information:

Contracting Officer’s Information

Name: Matthew Deptuch

Address: 819 Taylor Street., Fort Worth, TX 76102

Email: matthew.deptuch@gsa.gov

(2) GSAM 552.236-70, Authorities and Limitations, is incorporated by reference in this Contract.

I.F. Contract Liquidated Damages Rate In accordance with the “Liquidated Damages” clause in Section III (Terms and Conditions), liquidated damages shall be calculated at the rate of $* per calendar day.

Document: C101-SB-GC/MARCH 2023

*NOTE: Liquidated Damages, if applicable, will vary from Task Order to Task Order.

I.G. Buy American Exceptions For the applicable Buy American clause and any exceptions, see Section IV of this Agreement.

I.H. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments The following documents are incorporated by reference into this Contract.

(1) Solicitation 48PH0823R0003 sections I.E., II.F., III.G., and IV

(2) This Agreement

(3) Solicitation Response Form

(4) Pricing Proposal Form, see Solicitation section II.C “Price Proposal”

(5) IDIQ Statement of Work (IDIQ SOW) for Solicitation 47PH0823R0003

(6) List of Counties & Wage Determination numbers in the Dallas Zone

(7) Standard Form 1442

(8) Zonal Map

(9) Task Order price proposal format instructions

II. Prices

II.A. Basis of Pricing

(1) Task order pricing shall not include costs for unforeseen conditions or contingencies, but shall be based upon the contractor’s determinations regarding general and local conditions which can affect the work per FAR 52.236-3, including but not limited to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, as well as from the drawings and specifications made a part of the contract and task order. Task order modifications can be negotiated to adjust for unforeseen site conditions, added work, or equitable adjustment. No person other than a warranted Task Order Contracting Officer can make changes to the terms of a task order.

(2) Each offeror will propose four sets of rates (on the Pricing Proposal Form in Excel format), to be used as Overhead and Indirect Project Cost pricing for each proposal. These rates shall be applied to the Division cost subtotal. However, for any project for which competition is opened to one or more secondary zones, the pre-negotiated set of rates is not required to be used for that project, for any offeror under that TO RFP. The four sets of rates are: (1) one set of rates to be applied to projects which have a proposed total price below $25,000.00; (2) one set of rates to be applied to projects which have a proposed total price range between $25,000.01 and $250,000; (3) one set of rates to be applied to projects which have a proposed total price between $250,000.01 and $1,000,000.00; (4) one set of rates to be applied to projects which have a proposed total price between $1,000,000.01 and $5,000,000.00. These rates will remain unchanged throughout the life of the contract, up to five (5) years, and will apply to the initial task order award and all modifications for projects solicited to only the contractors in the primary zone. The set of rates which is used in the initial negotiation and award of a task order will continue to be used for all modifications to that task order, even if

Document: C101-SB-GC/MARCH 2023 modifications increase or decrease the total value of the task order beyond the threshold for that set of rates.

(3) The offeror’s rates must be ALL INCLUSIVE and shall included all indirect costs to include, but not limited to:

a. Subcontractor mark-ups

b. General/Prime Contractor Overhead

c. Social security contributions

d. General insurances & Workmen’s compensation insurance

e. State & Federal unemployment insurance

f. Mobilization and demobilization costs

g. Quality control

h. Shipping of all materials to the jobsite

i. Adjustment factors to account for small jobs

j. Incidental tools and equipment

k. Submittals

l. Task Order Preparation Costs

m. GSA Project Management Information System engagement

(4) Contractors will be required to pay their employees based on the Construction Wage Rate Requirements statute (formerly known as the Davis Bacon Act) for projects which fall under that statute and the Service Contract Labor Standards statute (formerly known as the Service Contract Act of 1965) for projects which fall under that statute. The applicable wage determination will be incorporated into each task order. Liability insurance must be maintained throughout the life of the contract and associated task orders; the required insurance levels are listed in the IDIQ Contract Agreement in Section III.L. At the task order level, payment and/or performance bonds and/or other financial security will be required for task orders meeting the values stated in FAR 52.228-13 or 52.228-15

(5) No oral statement made by a Government representative during any Task Order site visit or pre-proposal conference, nor any written record of such oral statements as may be made and subsequently furnished to the Offeror, will be deemed to have the effect of adding to, modifying, or otherwise varying from the written provisions of the request for proposals (including, but not limited to specifications, drawings and written amendments to the TO RFP). In the event the discussion or questions raised during the TO site visit or pre-proposal conference indicate a need to modify the request for proposals, an amendment to the TO RFP will be issued in writing.

II.B. Contract Price Form

Solicitation 47PH0823R0003 Pricing Proposal Form, see Solicitation section II.C “Price Proposal”.

III. Terms and Conditions

III.A. Commencement, Prosecution, and Completion of Work

FAR 52.211-10, Commencement, Prosecution, and Completion of Work and GSAR 552.211-10, Commencement, Prosecution and Completion of Work is supplemented as follows:

Document: C101-SB-GC/MARCH 2023

The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in GSAR 552.211-70 Substantial Completion (Mar 2019) and the time specified in Section I (Project Information), “Period of Performance” clause. If the Contract specifies different completion dates for different phases or portions of the Work, the Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of such phases or portions of the Work within the times specified.

III.B. Contractor Responsibilities

(1) Unless otherwise expressly stated in the Contract or Task Order Documents, the Contractor shall be responsible for all means and methods employed in the performance of the Contract.

(2) The Contractor shall be responsible for providing professional design services in connection with performance of the Work or portions of the Work as stated in the Task Order Documents, to provide the performance and design criteria that such services will be required to satisfy. In the performance of such work, the Contractor shall be responsible for retaining licensed design professionals, who shall sign and seal all drawings, calculations, specifications and other submittals that the licensed professional prepares. The Contractor shall be responsible for, and GSA shall be entitled to rely upon, the adequacy and completeness of all professional design services provided under this Contract.

(3) The Contractor shall be responsible for coordinating all activities of subcontractors. This responsibility includes coordination of: preparation of shop drawings produced by different subcontractors where their work interfaces or may potentially conflict or interfere and the installation of such work; scheduling of work by subcontractors; and use of the project site for staging and logistics.

(4) Where installation of separate Work components as shown in the Task Order Documents will result in conflict or interference between such components or with existing conditions, including allowable tolerances, it is the Contractor's responsibility to bring such conflict or interference to the attention of the Task Order Contracting Officer and seek direction before fabrication, construction, or installation of any affected work. If the Contractor fabricates, constructs, or installs any work prior to receiving such direction, the Contractor shall be responsible for all cost and time incurred to resolve or mitigate such conflict or interference.

(5) Where drawings show work without specific routing, dimensions, locations, or position relative to other work or existing conditions, and such information is not specifically defined by reference to specifications or other information supplied in the Task Order Documents, the Contractor is responsible for routing, dimensioning, and locating such work in coordination with other work or existing conditions in a manner consistent with Task Order requirements. The Contractor shall secure and pay for all necessary permits and governmental fees, licenses, and inspections that are customarily secured after award of the Task Order and that are legally required at the time of Task Order award. The Contractor shall provide a copy of the permits required for execution of the work to the Task Order Contracting Officer prior to commencement of any related work.

(6) The Contractor shall immediately bring to the Task Order Contracting Officer’s attention any hazardous materials or conditions not disclosed in the Task Order Documents discovered by or made known to the Contractor during the performance of the Task Order.

(7) The Contractor must submit a safety plan before commencing work.

Document: C101-SB-GC/MARCH 2023

(8) It is not the Contractor's responsibility to ensure that the Task Order Documents comply with applicable laws, statutes, building codes and regulations. If it comes to the attention of the Contractor that any of the Task Order Documents do not comply with such requirements, the Contractor shall promptly notify the Task Order Contracting Officer in writing. If the Contractor performs any of the Work prior to notifying and receiving direction from the Task Order Contracting Officer, the Contractor shall assume full responsibility for correction of such work, and any fees or penalties that may be assessed for non-compliance.

(9) The Contractor assumes the risk of, and shall be responsible for, any loss, damage, destruction, or theft of Government property upon its delivery to the Contractor as Government-furnished property. However, the Contractor is not responsible for reasonable wear and tear to Government property or for Government property properly consumed in performing this Contract.

III.C. Contractor Management and Personnel

FAR 52.236-6, Superintendence by the Contractor, is supplemented as follows:

(1) The Contractor shall employ sufficient management and contract administration resources, including personnel responsible for project management, field superintendence, change order administration, estimating, coordination, inspection, and quality control, to ensure the proper execution and timely completion of the Work. The Contractor shall designate a principal of the firm or other senior management official to provide executive oversight and problem resolution resources to the Project for the life of the Contract.

(2) The Contractor shall employ, and require its subcontractors to employ, qualified personnel to perform the Work. The Government reserves the right to exclude, or remove from the site or building, any personnel for reasons of incompetence, carelessness, or insubordination, who violate rules and regulations concerning conduct on federal property, or whose continued employment on the site is otherwise deemed by the Government to be contrary to the public interest.

(3) Repeated failure or excessive delay by the Contractor to provide qualified personnel shall be deemed a default for the purposes of the “Termination for Default” clause.

(4) Throughout the life of this contract, the Contractor shall ensure that personnel performing design work are licensed in the state in which the work is performed, and that personnel performing abatement are certified by the state in which the work is performed. Personnel performing other disciplines must also be appropriately licensed as required for that work.

III.D. Project Schedule

(1) Unless otherwise specified in the individual Task Orders, the Contractor shall use a Critical Path Method ("CPM") Project Schedule to plan, coordinate, and perform the Work. Task Order Project Schedules shall be produced using widely used, commercially available computer software that is capable of generating and monitoring a CPM schedule and is compatible with Meridian Proliance.® For example, compatible software includes Microsoft Project,® Primavera SureTrak,® and Primavera Project Planner.®

(2) Task Order Project Schedules shall be a rational, reasonable and realistic plan for completing the Work, and conform to requirements specified in this clause and elsewhere in the Task Order Documents.

Document: C101-SB-GC/MARCH 2023

(3) The Contractor understands and acknowledges that the preparation and proper management of the Project Schedule is a material component of the Work, and that the Task Order price includes all costs of compliance with Project Schedule requirements.

(4) The Project Schedule shall depict all activities necessary to complete the Work, including, as applicable, all submittal and submittal review activities, all procurement activities, and all field activities, including mobilization, construction, start-up, testing, balancing, commissioning, and punch list. Activities shall be sufficiently detailed and limited in duration to enable proper planning and coordination of the Work, effective evaluation of the reasonableness and realism of the Task Order Project Schedule, accurate monitoring of progress, and reliable analysis of schedule impacts.

(5) Within thirty (30) days of NTP, or such other time as may be specified in Task Order Documents, the Contractor shall submit its Project Schedule to the Task Order Contracting Officer, together with a written narrative describing the major work activities, activities on the critical path, and major constraints underlying the sequence and logic of the Project Schedule.

The Contractor shall submit the Project Schedule in electronic print format or as specified in the individual Task Order.

(6) The Contractor should anticipate that its initial submittal of the Project Schedule shall be subject to review and revision as contemplated by Paragraph (11) of this clause, and the Contractor shall devote sufficient resources for meetings, revisions, and resubmissions of the Project Schedule to address exceptions taken by the Task Order Contracting Officer to the initial submittal. The Contractor understands and acknowledges that the purpose of the initial review and resolution of exceptions is to maximize the usefulness of the Project Schedule for the Parties during Task Order performance.

(7) Activity durations shall be based upon reasonable and realistic allocation of the resources required to complete each activity, given physical and logistical constraints on the performance of the Work. All logic shall validly reflect physical or logistical constraints on relationships between activities. Except for the first and last activities in the Project Schedule, each activity shall have at least one predecessor and one successor relationship to form a logically connected network plan from NTP to the Task Order Completion date.

(8) The Project Schedule shall incorporate milestone events specified in the Task Order Documents, including, as applicable, NTP, Substantial Completion, and milestones related to specified work phases and site restrictions. The Project Schedule shall also include Contractor-defined milestones to identify target dates for critical events, based upon the Contractor's chosen sequence of work.

(9) Unless a shorter period for updates is specified elsewhere, the Contractor shall update the Project Schedule monthly to reflect its actual progress in completing the Work, and submit the updated Project Schedule to the Task Order Contracting Officer within five (5) working days of the end of each month or other specified period.

(10) If the Contractor revises the Project Schedule after initial submission, the Contractor shall provide in writing to the Task Order Contracting Officer a narrative describing the substance of the revision, the rationale for the revision, and the impact of the revision on the projected Substantial Completion date and the available float for all activities. The Contractor shall only revise prospective activities, durations and logic, but addition of detail to prospective activities shall not be deemed a revision if the overall duration of the detailed activity does not change.

Document: C101-SB-GC/MARCH 2023

(11) If at any time the Task Order Contracting Officer finds that the Project Schedule does not comply with any Task Order requirement, the Contractor shall, upon written notice of exceptions taken by the Task Order Contracting Officer, revise the Project Schedule, adjust activity progress, or provide sufficient information demonstrating compliance. Regardless of whether the Task Order Contracting Officer takes any such exception, the Contractor shall not be relieved of its responsibility for the rationality, reasonableness or realism of the Project Schedule, or its responsibility to achieve Substantial Completion within the time specified by the Task Order.

(12) If the Contractor fails to sufficiently address the Task Order Contracting Officer's exceptions to the Project Schedule within thirty (30) calendar days of written notice of same, the Task Order Contracting Officer may withhold retainage until the Project is Substantially Complete or until such time as the Contractor has complied with Project Schedule requirements.

The Task Order Contracting Officer shall be entitled, but is not required, to rely upon the Project Schedule to evaluate the Contractor's progress, evaluate entitlement to extensions of time and determine the criticality or float of any activities described in such Project Schedule.

III.E. Extensions of Time

FAR 52.211-13, Time Extensions, is supplemented as follows:

(1) If the Contractor requests an extension of the time for Substantial Completion, the Contractor shall base its request on analysis of time impact using the Project Schedule as its baseline, and the new Substantial Completion date projected by the Project Schedule as revised to account for the impact. The Contractor’s request must be submitted to the Task Order Contracting Officer in writing, and set forth facts and analysis in sufficient detail to enable the Task Order Contracting Officer to evaluate the Contractor's entitlement to an extension of time.

(2) The Contractor shall only be entitled to an extension of time to the extent that Substantial Completion of the Work is delayed by causes for which the Contractor is not responsible under the Task Order and to the extent that the actual or projected Substantial Completion date is later than the date required by the Task Order for Substantial Completion.

(3) The Contractor shall not be entitled to an extension of time if the Contractor has not updated the Project Schedule in accordance with the Task Order.

(4) The Government shall not be liable for any costs to mitigate time impacts incurred by the Contractor that occur less than 30 calendar days after the date the Contractor submits a request for extension of time complying with this clause.

III.F. Interpretation of Specifications and Drawings

FAR 52.236-21, Specifications and Drawings for Construction, and GSAR 552.236-21, Specifications and Drawings for Construction, are supplemented as follows:

(1) Different requirements within the Task Order Documents shall be deemed inconsistent only if compliance with both cannot be achieved.

(2) Unless otherwise noted, the drawings shall be interpreted to provide for a complete construction, assembly, or installation of the Work, without regard to the detail with which material components are shown in the drawings.

III.G. Submittals

Document: C101-SB-GC/MARCH 2023

FAR 52.236-21, Specifications and Drawings for Construction, GSAR 552.236-72, Submittals located in Section IV.A. of the Agreement is supplemented as follows:

(1) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract.

(2) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Task Order Contracting Officer has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk;

should the Task Order Contracting Officer subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time required to comply with the Task Order Contracting Officer's determination. The Task Order Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

(3) The Contractor shall be entitled to receive notice of action on submittals within a reasonable time, given the volume or complexity of the submittals and the criticality of the affected activities to Substantial Completion as may be indicated in the Project Schedule. The Contractor shall not be entitled to receive notice of action on submittals containing variations from Task Order requirements in less than twenty (20) working days.

III.H. Substantial Completion and Contract Completion FAR 52.211-10, Commencement, Prosecution, and Completion of Work, FAR 52.211-12, Liquidated Damages (Construction), and GSAR 552.246-72, Final Inspection and Tests, are supplemented as follows:

(1) For the purposes of FAR 52.211-10, Commencement, Prosecution and Completion of Work, and FAR 52.211-12, Liquidated Damages (Construction), the Task Order requirements shall be deemed complete when they are “Substantially Complete.” The Work shall be deemed "Substantially Complete" if and only if the Contractor has completed the Work and related Task Order obligations in accordance with the Task Order Documents, such that the Government may enjoy the intended access, occupancy, possession, and use of the entire Work without impairment due to incomplete or deficient work, and without interference from the Contractor's completion of remaining work or correction of deficiencies in completed work. In no event shall the Work be deemed Substantially Complete if all fire and life safety systems are not tested and accepted by the Authority Having Jurisdiction, where such acceptance is required under the Task Order.

(2) With reasonable advance notice, the Contractor shall submit to the Task Order Contracting Officer a written proposal recommending a Substantial Completion date (Notice of Substantial Completion). The Task Order Contracting Officer shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the Task Order Contracting Officer takes exception to the Notice of Substantial Completion, the Contractor shall be entitled to a written notice of conditions precluding determination of Substantial Completion.

(3) The Contractor shall only be entitled to an extension of time to address such conditions if, and to the extent that, the Task Order Contracting Officer provides notice of such conditions more than thirty (30) calendar days after receipt of the Notice of Substantial Completion.

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(4) Substantial Completion shall be established by the Task Order Contracting Officer's issuance of a written determination specifying the date upon which the Work is Substantially Complete.

(5) The Task Order is complete (Contract Completion) if and only if the Contractor has completed all Work and related Contract and Task Order obligations, corrected all deficiencies and all punch list items, and complied with all conditions for final payment.

(6) Unless otherwise specifically noted, or otherwise clear from context, all references in this Contract to "acceptance" shall refer to issuance of a written determination of Substantial Completion.

(7) The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after Task Order Completion. If the Contractor does not achieve Contract Completion within the time required by the Task Order, the Government shall be entitled, after providing notice to the Contractor, to complete any work remaining unfinished. The Contractor shall be liable to the Government for all costs incurred by the Government to complete such work.

III.I. Use and Possession Prior to Substantial Completion FAR 52.236-11, Use and Possession Prior to Completion, is supplemented as follows:

Exercise by the Government of the right conferred by FAR 52.236-11 shall not relieve the Contractor of responsibility for completing any unfinished components of the Work.

III.J. Finality of Contract Modifications As set forth elsewhere in this Contract, the Contractor is entitled to additional consideration under certain conditions, including the issuance of change orders. It is the Contractor's duty to include in proposals for equitable adjustment or other consideration all compensation to which it may be entitled, including cost and time. Unless otherwise explicitly stated in a modification to the Contract providing such consideration, adjustments to the Contract price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to compensation on account of the change or other condition giving rise to the modification.

III.K. Liquidated Damages The Contractor acknowledges that time is of the essence for the performance of the Work, and that determining actual damages from delay would be extremely difficult and impractical. If the Contractor fails to achieve Substantial Completion of the Work in accordance with FAR 52.211-12, Liquidated Damages and GSAR 552.211-12, Liquidated Damages and the time specified in this Contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified in Section I (Project Information), paragraph entitled, “ Liquidated Damages Rate, ” for each calendar day following the required completion date that the Work is not Substantially Complete.

III.L. Insurance Requirements

(1) The Contractor shall obtain and maintain for the entire life of the Contract, in addition to any insurance required by law, the following minimum kinds and amounts of insurance required pursuant to FAR clause 52.228-5, Insurance – Work on a Government Installation, and GSAR 552.228-5, Government as Additional Insured.

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(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $1,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $3,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $500,000 per person and $1,500,000 per occurrence for bodily injury and $500,000 per occurrence for property damage.

(2) The Contractor shall promptly provide to the Contracting Officer proof that it has obtained insurance required by the Contract in the form of certificates of insurance. The Contractor shall submit to the Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.M. Order of Precedence Different requirements within this Contract shall be deemed inconsistent only if compliance with both cannot be achieved. In case of inconsistency between Contract Documents, the following order of precedence shall apply:

(1) Section IV of the Agreement

(2) Sections I, II, and III of the Agreement

(3) Task Order Clauses

(4) Other Provisions of the Task Order Agreement

(5) The Statement of Work (Task Order)

(6) The Specifications (Task Order)

(7) The Drawings (Task Order)

(8) Exhibits and Other Attachments (Task Order)

III.N. Administrative Matters

(1) Project Meetings . The Contractor shall attend a pre-construction conference and shall participate in regularly scheduled Project meetings.

(2) Task Order Price Proposal. The Contractor shall prepare and submit a price breakdown of the Task Order price as stipulated in the Task Order RFP.

(3) Payments . FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented by GSAR 552.232-5 Payments under Fixed-Price Construction Contracts located in Section IV.A. of this Agreement. In accordance with the relevant FAR and GSAR clauses, GSA requires the following data be included with each invoice:

(a) Before submitting a request for payment, the Contractor shall attend pre-invoice payment meetings each month, as scheduled, with the designated Government representative for the purpose of facilitating review and approval of payment requests. Payment meetings may be conducted in person or by telephone. The Contractor shall provide documentation to support the prospective payment request.

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(b) The Contractor shall submit its invoices to the designated billing office in the Task Order. Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

(c) If the invoice does not meet the requirements of FAR Clause 52.232-27(a)(2) and the requirements specified in Subparagraphs (3)(a),(d),(e),and (f) of the Administrative Matters clause, the Task Order Contracting Officer may return the invoice to the Contractor without payment for correction. If the Task Order Contracting Officer disputes the requested payment amount, the Government may pay the portion of the requested payment that is undisputed.

(d) Invoices shall be submitted electronically to the designated billing office specified in this Contract or in individual delivery/work orders. An electronic copy of the invoice shall be sent to the CO and COR as designated after award.

(e) Invoices must include the Account Document Number (ADN) assigned at award.

(f) The Contractor shall submit the following information or documentation with each invoice:

(i) Updated Schedule of Values upon which the payment request is based;

(ii) GSA Form 2419 - Certification of Progress Payments Under Fixed-Price

Construction Contract;

(iii) The payment terms that apply for the particular services rendered

(iv) Additional documentation:

(v) Updated progress schedule if project is longer than 30 days for construction.

(g) GSA will not be obligated to issue final payment for any Task Order unless the Contractor has furnished to the Task Order Contracting Officer a release of claims against the Government relating to the Task Order, and submitted all required product warranties, as- built drawings, operating manuals, and other items as specified in the Contract. The Contractor may reserve from the release specific claims only if such claims are explicitly identified with stated claim amounts. All release forms must bear the original signature of the signer and must be affixed with the Contractor’s corporate seal or the seal of a Notary Public.

(4) Prompt Payment . In accordance with FAR clause 52.232-27, the period for payments is as follows:

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(5) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at ( https://finance.ocfo.gsa.gov/pii/piinotice.aspx?token=PI002 ). The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

(6) Security Clearances. Contractor shall comply with the following requirements pertaining to security clearances.

(a) All personnel performing work under the Contract on the Project site must obtain an Enter on Duty (EOD) determination before they will be granted access to the site.

Document: C101-SB-GC/MARCH 2023

(b) To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form SF87 and a completed Contractor Information Worksheet (CIW). Detailed information is available at ( https://www.gsa.gov/resources/for-federal-employees/access-gsa-facilities-and-systems-with-a-piv-card/how-contractors-obtain-a-gsa-access-card ). USAccess Credentialing Centers can be located at ( https://www.gsa.gov/technology/technology-purchasing-programs/federal-credentialing-service s ).

(c) In addition, all such personnel who will be on site 6 months or longer must apply for and receive clearance in accordance with Homeland Security Presidential Directive 12 (HSPD-12). See Section IV, Contract Clauses , GSAR 552.204-9.

(d) The Government will withhold final payment until such time as all employee badges (PIV or otherwise) have been collected and returned to the COR. Any badges not returned as an employee leaves, or at contract conclusion shall be accompanied by a DHS FPS incident report for each badge and a fee of $100 per badge not returned shall be deducted from the contract payment amount.

(7)Safeguarding and Dissemination of Controlled Unclassified Information (CUI) Building Information

This clause applies to all recipients of CUI building information (which falls within the CUI Physical Security category), including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

Marking CUI . Contractors must submit any contractor-generated documents that contain building information to GSA for review and identification of any CUI building information that may be included. In addition, any documents GSA identifies as containing CUI building information must be marked in accordance with the Order and the Marking Controlled Unclassified Information Handbook (the current version may be found at https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf ) before the original or any copies are disseminated to any other parties. If CUI content is identified, the CO may direct the contractor, as specified elsewhere in this contract, to imprint or affix CUI document markings (CUI) to the original documents and all copies, before any dissemination, or authorized GSA employees may mark the documents.

1. Authorized recipients .

a. Building information designated as CUI must be protected with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information, as defined in 32 C.F.R. § 2002.4(bb). Those with such a Lawful Government Purpose may include Federal, state and local government entities, and non-governmental entities engaged in the conduct of business on behalf of or with GSA. Non-governmental entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract.

Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov, and have a Lawful Government Purpose to access such information. If a subcontractor is not registered in the SAM database and has a Lawful

Document: C101-SB-GC/MARCH 2023 (The Agreement) https://www.gsa.gov/resources/for-federal-employees/access-gsa-facilities-and-systems-with-a-piv-card/how-contractors-obtain-a-gsa-access-card https://www.gsa.gov/resources/for-federal-employees/access-gsa-facilities-and-systems-with-a-piv-card/how-contractors-obtain-a-gsa-access-card https://www.gsa.gov/technology/technology-purchasing-programs/federal-credentialing-services https://www.gsa.gov/technology/technology-purchasing-programs/federal-credentialing-services https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf

Government Purpose to possess CUI building information in furtherance of the contract, the subcontractor must provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor must keep this information related to the subcontractor for the duration of the contract and subcontract.

b. All GSA personnel and contractors must be provided CUI building information when needed for the performance of official Federal, state, and local government functions, such as for code compliance reviews and the issuance of building permits. Public safety entities such as fire and utility departments may have a Lawful Government Purpose to access CUI building information on a case-by-case basis. This clause must not prevent or encumber the necessary dissemination of CUI building information to public safety entities.

2. Dissemination of CUI building information :

a. By electronic transmission . Electronic transmission of CUI information outside of the GSA network must use session encryption (or alternatively, file encryption) consistent with National Institute of Standards and Technology (NIST) SP 800- 171. Encryption must be through an approved NIST algorithm with a valid certification, such as Advanced Encryption Standard or Triple Data Encryption Standard, in accordance with Federal Information Processing Standards Publication 140-2, Security Requirements for Cryptographic Modules, as required by GSA policy.

b. By nonelectronic form or on portable electronic data storage devices . Portable electronic data storage devices include CDs, DVDs, and USB drives. Non-electronic forms of CUI building information include paper documents, photographs, and film, among other formats.

i. By mail. Contractors must only use methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt. CUI markings must not appear on the exterior of packages.

ii. In person. Contractors must provide CUI building information only to authorized recipients with a Lawful Government Purpose to access such information. Further information on authorized recipients is found in section 1 of this clause.

3. Record keeping . Contractors must maintain a list of all entities to which CUI is disseminated, in accordance with sections 2 and 3 of this clause. This list must include, at a minimum: (1) the name of the state, Federal, or local government entity, utility, or firm to which CUI has been disseminated; (2) the name of the individual at the entity or firm who is responsible for protecting the CUI building information, with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information; (3) contact information for the named individual; and (4) a description of the CUI building information provided. Once “as built” drawings are submitted, the contractor must collect all lists maintained in accordance with this clause, including those maintained by any subcontractors and suppliers, and submit them to the CO. For Federal buildings, final payment may be withheld until the lists are received.

Document: C101-SB-GC/MARCH 2023

4. Safeguarding CUI documents . CUI building information (both electronic and paper formats) must be stored within controlled environments that prevent unauthorized access. GSA contractors and subcontractors must not take CUI building information outside of GSA or their own facilities or network, except as necessary for the performance of that contract. Access to the information must be limited to those with a Lawful Government Purpose for access.

5. Destroying CUI building information . When no longer needed, CUI building information must either be returned to the CO or destroyed in accordance with guidelines in NIST Special Publication 800-88, Guidelines for Media Sanitization.

6. Notice of disposal . The contractor must notify the CO that all CUI building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 5 of this clause, with the exception of the contractor's record copy. This notice must be submitted to the CO at the completion of the contract to receive final payment.

For leases, this notice must be submitted to the CO at the completion of the lease term.

7. CUI security incidents . All improper disclosures or receipt of CUI building information must be immediately reported to the CO and the GSA Incident Response Team Center at gsa-ir@gsa.gov . If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of CUI building information. Progress payments may also be withheld for failure to comply with any provision in this clause until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the clause in the future.

8. Subcontracts . The contractor and subcontractors must insert the substance of this clause in all subcontracts.

[End of clause]

III.O. Non-Compliance with Contract Requirements

In the event the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this Contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the Contracting Officer shall have the right to order the Contractor to stop any or all work under the Contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time. The Contractor will not be entitled to any extension of Contract time or payment for any costs incurred as a result of being ordered to stop work for such cause.

III.P. Safeguarding Sensitive Data and Information Technology Resources

In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT) resources, including awardees, contractors, subcontractors, lessors, suppliers and manufacturers. The following GSA policies must be followed. These policies can be found at http://www.gsa.gov/directives .

● CIO P 2100.1K GSA Information Technology (IT) Security Policy

Document: C101-SB-GC/MARCH 2023 (The Agreement) mailto:gsa-ir@gsa.gov http://www.gsa.gov/directives

● CIO P 2100.2B GSA Wireless Local Area Network (LAN) Security

● CIO 2100.3C Mandatory Information Technology (IT) Security Training Requirement for

Agency and Contractor Employees with Significant…