FINAL Highgate CMc Agreement 032524.pdf

Sol. Reference No. 47PB0024R0033 GSA Contract No: TBD

Document: CMc101/SEPTEMBER2023 (The Agreement)

Construction Manager as Constructor (CMc) Contract for:

Project Name: New Land Porty of Entry (LPOE), Highgate Springs, VT

The Agreement

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, Exhibits and Other

Attachments

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

III. Terms and Conditions

A. Definitions B. Contractor Responsibilities C. Contractor Management and Personnel D. Project Schedule E. Submittals F. Finality of Contract Modifications G. Liquidated Damages H. Insurance Requirements I. Performance and Payment Bonds J. Order of Precedence K. Administrative Matters L. Non-Compliance with Contract Requirements M. Requirements for GSA Information Systems N. GSAR 552.236-79 Supplement O. Equal Employment Opportunity Plan P. Additional Terms and Conditions

i. GSAR 552.236-74, Evaluation of Options (Mar 2019)

ii. GSAR 552.236-77, Government’s Right to Exercise Options (Mar

2019)

IV. Contract Clauses

A. (1) GSAR 552.236-79, Construction-Manager-As-Constructor (JAN 2020)

(2) GSAR 552.236-80, Accounting Records and Progress Payments (JAN 2020) – Applicable to small business awardees only

(3) FAR 52.230-2, Cost Accounting Standards (June 2020) – Applicable to large business awardees only

(4) FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practices (June 2020) – Applicable to large business awardees only

(5) FAR 52.230-6, Administration of Cost Accounting Standards (June 2010) – Applicable to large business awardees only

B. Additional Clauses Incorporated in Full Text

1. FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders-

Prohibition (DEC 2023) Alternate I (DEC 2023)

2. FAR 52.223-2 Affirmative Procurement of Biobased Products Under

Service and Construction Contracts (SEP 2013)

3. FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 08)

4. GSAR 552.204-9 Personal Identity Verification Requirements (APR

2023)

5. GSAR 552.252-6 Authorized Deviations in Clauses (NOV 2021)

(Deviation FAR 52.252-6)

6. FAR 52.204-25, Prohibition on Contracting for Certain

Telecommunications and Video Surveillance Services or Equipment

(NOV 2021)

7. Buy American Requirements

8. FAR 52.228-11, Pledges of Assets (DEVIATION APR 2020)

9. FAR 52.232-40, Providing Accelerated Payments to Small Business

Subcontractors (MAR 2023)

10. FAR 52.222-30, Construction Wage Rate Requirements-Price

Adjustment (None or Separately Specified Method) (Aug 2018)

11. Project Labor Agreement

C. Clauses Incorporated by Reference

D. Subcontract Requirements

I. Project Information

I.A. Project Summary

This is a Construction Manager as Constructor (CMc) Contract and includes requirements for the Design Phase Services and the option(s) for Construction Services at a Guaranteed Maximum Price (GMP) Option. The project shall adhere to the GSA Design Excellence and Operational Excellence guidelines, the GSA PBS Facilities Standards for the Public Buildings Service (P100) 2021 with 2022 addendum and is targeted to achieve USGBC LEED Gold and SITES Silver.

Background: Constructed in 1997, the Highgate Springs LPOE is at the northern end of U.S. Interstate 89 (I-89), approximately 40 miles north of Burlington, VT, and opposite the Canadian port of entry at St. Armand/Philipsburg, Quebec. Canada is in the process of completing construction of Autoroute A35 between Montreal and the Canada/U.S. border. When completed, traffic is estimated to increase by as much as 30% at this port of entry. The existing site occupies approximately 16.1 acres and includes seven buildings totaling approximately 44,000 GSF. The site is bounded to the north by the U.S./Canada border, to the east by the northbound lanes of I-89 and rock outcroppings and bluffs, to the south by the former site of the State of Vermont’s Welcome Center, and to the west by privately owned land. Lake Champlain is about 1/2 mile to the west. Tenants include the U.S. Department of Homeland Security’s (DHS) Customs and Border Protection (CBP); the Food and Drug Administration (FDA);

the U.S. Department of Agriculture’s (USDA) Animal and Plant Health Inspection Service (APHIS), and GSA.

Project Goals: The main goal for this project is to provide a new LPOE for CBP, FDA, APHIS, and GSA by November 2027 that will meet each agency’s requirements and allow them to operate efficiently under the increased traffic volume estimated after Canada Autoroute A35 is completed. Buildings and traffic patterns will be arranged to facilitate a smooth traffic flow, ease congestion, and enhance security for each agency, while providing a welcoming gateway into and out of the United States. Another GSA goal for the project is to complete the design and construction efficiently and effectively and to keep the project on time, on budget, within scope, on quality, and code compliant. The process will adopt an integrated design approach engaging all team members from CBP, FDA, APHIS, GSA, and impacted property owners. This approach shall extend through all phases of the design of the project and through its construction.

Building Information Modeling (BIM) will be used throughout the project to ensure the integration of all aspects of the project. In addition to constructing a new port for its tenants, GSA will coordinate its project with others in the immediate vicinity: Canada Autoroute A35, the renovation of the Canada Border Services Agency’s (CBSA) port at St. Armand/Philipsburg, and the construction of a new truck inspection facility for the State of Vermont’s Agency of Transportation.

I.B. The Contract

(1) The Contract consists of the SF1442, the Agreement, 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 Construction Documents, as that term is defined in this Agreement, shall be deemed incorporated into the Contract Documents upon acceptance of all deliverables described in the Design Phase Services Statement of Work, and shall supersede and replace all Specifications and Drawings contained in the Contract Documents at award of the Contract.

(3) In consideration for, and upon condition of, the Contractor's completion of the

Design Phase Services, GSA shall pay the Contractor the firm-fixed-price for Design

Phase Services, subject to the terms and conditions set forth in this Contract. If the

GMP Option is exercised, then the Contractor shall be required to complete the

Construction Services. In consideration for completion of the Construction Services under the GMP Option, the Contractor shall be entitled to the allowable cost of performance not to exceed the GMP, subject to the terms and conditions set forth in this

Contract.

(4) The construction work includes all construction work on the project, including the

Work performed under the GMP Option, any firm-fixed-price options, or any Contract modifications for construction work. Any construction work performed under this

Contract includes all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the construction work described in and reasonably inferable from the Contract

Documents, whether temporary or permanent.

I.C. Period of Performance

(1) Design Phase Services

(a) Commencement of Design Phase Services. The Contractor shall commence performance of the Design Phase Services within ten (10) calendar days after the Contractor receives the Notice to Proceed (NTP).

(b) Completion of Design Phase Services. Design Phase Services shall be complete upon acceptance of all deliverables required by the Design Phase Services Statement of Work.

Note: Design Completion is expected to be achieved in the Spring of 2026.

(2) Construction Services (the Work)

(a) Commencement of the Work. If the Government exercises the GMP Option, the Contractor shall commence performance of the construction within ten (10) calendar days after the Contractor receives the Notice to Proceed (NTP) for the Work.

(b) Substantial Completion. If the Government exercises the GMP Option, the Contractor shall achieve Substantial Completion of the Construction Phase Work, as that term is defined in this Agreement, no later than eight hundred and forty (840) calendar days from issuance of Notice to Proceed (NTP) for the Work. This timeline will not be extended should the Indoor Firing Range option be exercised.

(3) Contract Completion – Construction Services. If the Government exercises the GMP Option, the Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within sixty (60) calendar days of Substantial Completion.

I.D. Work Conditions/Site Requirements

Refer to Division 1 specification for further guidance.

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:

Contracting Officer’s Information:

Jim Adamo Thomas P. O’Neill Federal Building, 10 Causeway Street, Boston, MA

(617) 565-8619 James.adamo@gsa.gov

Administrative Contracting Officer’s Information

Michele Valenza Thomas P. O’Neill Federal Building, 10 Causeway Street, Boston, MA

(857) 383-8973 Michele.valenza@gsa.gov

(2) For the applicable authorities and limitations, see Section IV of this Agreement, GSAR 552.236-70.

I.F. Contract Liquidated Damages Rate mailto:James.adamo@gsa.gov mailto:Michele.valenza@gsa.gov

In accordance with GSAR 552.211-12, Liquidated Damages – Construction in Section IV of this Agreement, liquidated damages shall be calculated at the rate of $TBD by Phase II per calendar day.

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) Highgate Springs Master Attachment List. Please see this Master Attachment List for a list of all technical documents applicable to this contract.

(2) Small Business Subcontracting Plan, Dated [TBD]

(3) IRA D&C Submittal: Contract Reporting Form

(4) Post Award Allocation Form

GSA’s asphalt, concrete (and cement), glass and steel requirements establish numeric global warming potential (GWP) limits for each of the EPA-approved construction materials: concrete (and cement), asphalt, steel, and glass (IRA-Eligible Materials). For each IRA-Eligible Material, GWP limits have been established for the best performing

20% of materials in terms of embodied carbon, as reported in terms global warming potential (Top 20% Limits), the best performing 40% of materials in terms of embodied carbon (Top 40% Limits) and better than industry average (Better Than Average Limit).

In accordance with its proposal, Contractor shall provide all IRA-Eligible Materials required for performance of the Contract in compliance with the following IRA Limits.

IRA-Eligible Material* IRA Limit (e.g., Top 20% Limit, Top 40%, Better than Average)

GWP Value for IRA Limit

Concrete Specified concrete strength class (compressive strength [f'c] in pounds per square inch [PSI])

≤ 2499 PSI [CO to specify each limit as applicable - limits for the Top 20%, Top 40% and Better than Average prepopulated below]

228 261 277 kgCO2e/m3

3000 PSI 257 291 318 kgCO2e/m3 https://docs.google.com/spreadsheets/d/1TS1i0GiE06QHl9bdnul1HCg9SHrtczkO_wtboG9TsdQ/edit#gid=1905345915 https://docs.google.com/spreadsheets/d/1Sw1HTMN5B4-jiBQ_EhK_WqON5MQv2GCnlzxBAlgULHc/edit#gid=0 https://www.gsa.gov/system/files/Asphalt%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Concrete%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Glass%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Steel%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf

4000 PSI 284 326 352 kgCO2e/m3

5000 PSI 305 357 382 kgCO2e/m3

6000 PSI 319 374 407 kgCO2e/m3

≥7200 PSI 321 362 402 kgCO2e/m3

Cement** 751 819 858 kgCO2e/metric ton

Concrete Masonry Units 217 256 290 kgCO2e/m3

Asphalt 55.4 64.8 72.6 kgCO2e/metric ton

Steel

Fabricated Rebar 728 794 850 kgCO2e/metric ton

Unfabricated Rebar 611 716 760 kgCO2e/metric ton

Hollow Structural Sections (fabricated)

1,778 1,854 1,898 kgCO2e/metric ton

Hollow Structural Sections from Electric Arc Furnaces (unfabricated)

1,580 1,620 1,652 kgCO2e/metric ton

Hot-Rolled Sections (fabricated)

1,022 1,128 1,163 kgCO2e/metric ton

Hot-Rolled Sections (unfabricated)

686 713 869 kgCO2e/metric ton

Cold-Formed and Galvanized (stud, track, framing, etc.)

2,228 2,324 2,408 kgCO2e/metric ton

Structural Steel Plate from Electric Arc Furnaces (unfabricated)

987 1,152 1,190 kgCO2e/metric ton

Flat Glass 1,331 1,370 1,401 kgCO2e/metric ton

* Required construction product assemblies (such as window assemblies) are included in IRA-Eligible Material categories, and are bound by IRA Limits. At least 80% of the assembly’s total cost or total weight must be composed of compliant IRA-Eligible

Materials.

** Where provision of concrete that qualifies under these GSA IRA Limits is impractical, GSA’s IRA Limits for cement may be applied to the cement being used in the concrete mix.

Contractor compliance with IRA Limits will be verified by reference to provided materials’ environmental product declarations (EPDs). EPDs must meet the standards reflected in GSA’s asphalt, concrete (and cement), glass and steel requirements (see

Compliance Documentation criteria listed for each IRA-Eligible Material).

II. Prices

II.A. Basis of Pricing

(1) Contract Prices. All Contract prices set forth in this Section include all costs, including, but not limited to the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit, necessary to complete the Design Phase Services (Base Contract), and firm-fixed-price options for construction work, if any, in accordance with the Contract Documents. For pricing information regarding the GMP Option, see Paragraph IV.A., Construction Manager as Constructor (CMc) Guaranteed Maximum Price with CMc Contingency Allowance and Shared Savings.

(2) Knowledge of Conditions Affecting Price. FAR 52.236-3, Site Investigations and Conditions Affecting the Work, is incorporated by reference in this Contract. The Contractor is presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

(3) Unit Prices and Allowances. If any portion of the construction work is to be performed on a unit price basis (Unit Priced Work), the unit price established in the Contract shall include all costs of coordinating and incorporating the Unit Price Work into the construction work. The Contractor shall only be obligated to perform Unit Priced Work to the extent that an allowance has been established in an amount sufficient to compensate the Contractor for such Unit Priced Work at the established unit prices. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is sufficient only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Firm-fixed-price Options. If any portion of the construction work is to be performed upon the timely exercise of a firm-fixed-price option, the option price shall include all costs of coordinating and incorporating such work into the remaining construction work.

An adjustment to the Contract price for such additional work shall be computed solely on the basis of the option price or prices set forth herein.

https://www.gsa.gov/system/files/Concrete%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Asphalt%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Concrete%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Glass%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf https://www.gsa.gov/system/files/Steel%20-%20GSA%20IRA%20Low%20Embodied%20Carbon%20Requirements%20%28Dec.%202023%29_508.pdf

(5) Work Packages. The Contractor and the Government may agree to develop early work packages for construction work that stand alone from the remainder of the Work.

The Parties must agree bilaterally to the scope, schedule and pricing for any such work package, and Contract must be modified accordingly. If such work package reduces the scope of the Construction Services under the GMP Option, the Estimated Cost of the Work (ECW) shall be reduced, and the CMc Contingency Allowance (CCA), Fee and GMP shall be adjusted accordingly. These early work packages shall include specific completion milestones.

(6) Bid Rates. If this Contract includes Bid Rates to be used in determination of equitable adjustments (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs recoverable as components of an equitable adjustment consistent with the requirements, definitions, and exclusions applicable to equitable adjustments set forth in this Contract, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

(7) Shared Savings. The Contractor shall be entitled to the percentage of any shared savings as indicated in paragraph (g) of GSAR 552.236-79, Construction-Manager-As- Constructor (see Section IV.A)

II.B. Contract Price Form

CLIN ITEM PRICE

CLIN 0001 Design Phase Services (Firm Fixed Price) –

Includes Indoor Firing Range

CLIN 0002 Target Estimated Cost of Work (ECW) – Non IRA

Project Expenditures. Note: Costs for construction materials included below in CLIN

0003 shall not be duplicated in CLIN 0002.

CLIN 0003 Target ECW – Acquisition and installation of low embodied carbon materials (SubCLIN 0003AA +

0003AB + 0003AC + 0003AD)

SubCLIN

0003AA

Target ECW – Acquisition and installation of low embodied carbon steel and associated expenses

SubCLIN

0003AB

Target ECW – Acquisition and installation of low embodied carbon asphalt and associated expenses

SubCLIN

0003AC

Target ECW – Acquisition and installation of low embodied carbon glass and associated expenses

SubCLIN

0003AD

Target ECW – Acquisition and installation of low embodied carbon concrete and associated expenses

CLIN 0004 Target ECW – IRA emerging and sustainable

Technologies

Target Estimated Cost of the Work (ECW) –

(CLIN 0002 + 0003 + 0004)

CMc Contingency Allowance (CCA) Percentage 3%

CCA (Target ECW x CCA Percentage) $__________

Fee Percentage _____%

Fee (Target ECW x Fee Percentage) $__________

CLIN 0005

Guaranteed Maximum Price (GMP) Option for

Construction Services (Total ECW + CCA +

Fee)

Total Evaluated Price (CLIN 0001 + CLIN 0005) $__________

OPTION 1 – INDOOR FIRING RANGE

OPT CLIN OPTION ITEM PRICE

OPT CLIN

Target Estimated Cost of Work (ECW) – Non IRA

Project Expenditures. Note: Costs for construction materials included below in CLIN

0002 shall not be duplicated in CLIN 0001.

OPT CLIN

Target ECW – Acquisition and installation of low embodied carbon materials (SubCLIN 0002AA +

0002AB + 0002AC + 0002AD)

OPT

SubCLIN

0002AA

Target ECW – Acquisition and installation of low embodied carbon steel and associated expenses

OPT

SubCLIN

0002AB

Target ECW – Acquisition and installation of low embodied carbon asphalt and associated expenses

OPT

SubCLIN

0002AC

Target ECW – Acquisition and installation of low embodied carbon glass and associated expenses

OPT

SubCLIN

0002AD

Target ECW – Acquisition and installation of low embodied carbon concrete and associated expenses

OPT CLIN OPTION ITEM PRICE

OPT CLIN

Target ECW – IRA emerging and sustainable

Technologies

Target Estimated Cost of the Work (ECW) –

(CLIN 0001 + 0002 + 0003)

CMc Contingency Allowance (CCA) Percentage 3%

CCA (Target ECW x CCA Percentage) $__________

Fee Percentage _____%

Fee (Target ECW x Fee Percentage) $__________

OPT CLIN

Guaranteed Maximum Price (GMP) Option for

Construction Services (Total ECW + CCA +

Fee)

Total Evaluated Option Price = OPT CLIN 0004 $__________

PROPOSAL RATES (APPLICABLE TO ALL BASE AND OPTIONAL ITEMS)

CLIN 0006 Contractor’s Overhead Rate for Adjustments _____%

CLIN 0007 Contractor’s Maximum Profit Rate for

Adjustments (not to exceed proposed profit for base)

CLIN 0008 Contractor’s Daily Rate for Compensable Project

Delay (per Workday)

III. Terms and Conditions

III.A. Definitions

(1) "Design Phase" means the phase of the Project during which the design is developed and completed.

(2) "Design Phase Services" means design phase construction management services, constructability reviews and other related services as described in the Statement of Work.

(3) "Construction Documents" mean the 100% complete specifications and construction drawings developed during the Design Phase.

(4) "Work" means the Construction Services under the GMP Option

III.B. Contractor Responsibilities

GSAR 552.236-71, Contractor Responsibilities (Alternate II JAN 2020) is located in Section IV.A. of this Agreement and is supplemented as follows

(1) The Contracting Officer has sole discretion to accept or reject all or part of any proposal by the Contractor related to design.

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:

Upon exercise of the GMP Option or issuance of a modification commencing construction work, the Contractor shall not commence performance until the Contracting Officer has issued NTP for the Work. The Contractor shall diligently prosecute the construction work so as to achieve Substantial Completion, as defined in GSAR 552.211-70, Substantial Completion (Mar 2019) and within the time specified in Paragraph I.C. of the Agreement. If this Contract specifies different completion dates for different phases or portions of the construction 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.

For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the Contractor shall perform at least 12 percent of the construction work. The Contractor shall furnish the Contracting Officer within 10 days after the award of the construction option, a letter outlining the items of work he will perform with his own forces.

The Contractor shall be liable to the Government in accordance with applicable law for all damages to the Government caused by the Contractor’s negligent performance of services furnished under this Contract. Neither the Government’s review or acceptance of, nor payment for, the design services required under this Contact shall be construed as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract.

III.C. Contractor Management and Personnel

FAR 52.236-6, Superintendence by the Contractor, and GSAR 552.236-6, Superintendence by the Contractor located in Section IV.A. of this Agreement is supplemented as follows

(1) 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 entire life of the Contract, including the GMP Option.

III.D. Project Schedule

GSAR 552.236-15, Schedules for Construction Contracts is supplemented as follows:

(1) The Contractor shall develop a Design Phase Project Schedule to plan, coordinate, and perform the services during the design phase. This schedule shall be produced using widely used, commercially available computer software such as Microsoft Project,®. The schedule will be coordinated with the Architect's schedule of design submissions and show milestones for completion of Design Reviews and cost reconciliation. It will also include a milestone for establishing the ECW for the construction option.

(2) The Contractor shall use a Critical Path Method ("CPM") Construction Project Schedule to plan, coordinate, and perform the Work under the GMP Option. The Construction Project Schedule 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 P6. The contractor shall submit the Project Schedule both electronic and hardcopy print format.

III.E. Submittals

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.

III.F. 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.G. 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, GSAR 552.211-12, Liquidated

Damages and within 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.H. 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.

(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 $2,000,000. 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 $5,000,000 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 $1,000,000 per person and $2,500,000 per occurrence for bodily injury and $1,000,000 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.I. Performance and Payment Bonds

FAR 52.228-15, Performance and Payment Bonds – Construction, is supplemented as follows:

(1) "Original Contract Price" means the GMP established at award of this Contract.

(2) The Contractor shall furnish required performance and payment bonds within 14 calendar days of exercise of the GMP Option.

(3) Receipt by the Government of required performance and payment bonds is a condition precedent to issuance of the NTP.

III.J. 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) The Statement of Work

(4) The Specifications

(5) The Drawings

(6) Exhibits and Other Attachments

III.K. Administrative Matters

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

(2) 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) 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.

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

(c) 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:

1. The Contractor shall provide an itemized invoice detailing the amounts requested under each firm-fixed price CLIN and SubCLIN set forth in the

Contract Price Form. Itemized invoices shall reflect progress on each CLIN and

SubCLIN and should reflect the latest Schedule of Values. Provide updated IRA

D&C Submittal: Contract Reporting Form (Construction Team section) as part of the Monthly Pay Application package. See Specification, Division One, Submittal Procedures, 013300 and Payment Procedures, 012900.

2. The Contractor shall submit GSA’s IRA Post Award Allocation Form, attached, within 20 days of contract award.

(3) 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

(4) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at Office of the Chief Financial Officer. 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.

(5) 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.

(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 GSA Access Card . USAccess Credentialing Centers can be located at US Access Centers .

(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.

https://finance.ocfo.gsa.gov/pii/piinotice.aspx?token=PI002 https://finance.ocfo.gsa.gov/pii/piinotice.aspx?token=PI002 http://www.gsa.gov/portal/category/107203 http://www.fedidcard.gov/centerlist.aspx

(6) 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 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 https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf 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. Nonelectronic 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.

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.

III.L. 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.M. Requirements for GSA Information Systems

N/A mailto:gsa-ir@gsa.gov

III.N. Paragraph (i) of GSAR 552.236-79, Construction-Manager-As-Constructor, is supplemented as follows:

Prior to the use of the CMc Contingency Allowance (CCA), the Contractor shall coordinate approval following these procedures:

1. Except in emergencies, prior to any CCA expenditure, the Contractor must submit a CCA proposal to Contracting Officer for review and approval.

2. In the case of an emergency, the Contractor must submit a CCA request proposal to the Contracting Officer no later than the following business day, unless the Contracting Officer agrees to an extension.

3. The Contractor shall track all CCA usage on their schedule of values submitted with each payment request.

III.O. Equal Employment Opportunity Plan

(1) Within 30 days following award, the Contractor shall furnish the Contracting Officer with an EEO Compliance Plan. The plan shall include the following:

(a) Name of contractor’s EEO Manager for the contract and point of contact information. The EEO Manager is responsible for:

(i) Monitor all employment-related activity to ensure that the Contractor’s equal employment policy is being carried out;

(ii) Submit reports as may be required by the Government; and

(iii) Keep records that shall at least include for each employee the name, address, telephone number, construction trade, union affiliation (if any), employee identification number, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, separate records are not required to be maintained.

(a) Address how the contractor intends to include the EEO provisions of the contract in all subcontracts in excess of $10,000.

(b) Address what type of efforts will be used to ensure equal employment opportunity in accordance with FAR 52.222-27 Affirmative Action Compliance Requirements for Construction. Discuss organized meeting with subcontractors, labor organizations and/or other community stakeholders. Meetings should focus on increased employment opportunities, perceived problems and working to achieve the goals established. DOL representatives are available to participate in such meetings.

(2) During the performance of this contract, the Contractor shall submit to the Contracting Officer semi-annually an EEO Compliance Report containing the following:

(a) List of awarded subcontractors by trade, date of award and amount of subcontract. If subcontract is in excess of $10,000, date the Deputy Assistant Secretary for Federal Contract Compliance, U.S. Department of Labor was notified of award.

(b) Narrative of actions taken to comply with the affirmative action procedures in paragraphs (g)(1) through (g)(16) of FAR 52.222-27.

(c) List participation in any voluntary associations that may assist in fulfilling the contractor’s affirmative action obligations.

Semi-annual reports are due on the 30th calendar day (or next business day) following the March 31st and September 30th.

III.P. Additional Terms and Conditions

FAR 52.217-7 Option for Increased Quantity-Separately Priced Line Item (Mar 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule.

The Contracting Officer may exercise the option by written notice to the Contractor within one hundred and eighty (180) calendar days of the GMP exercise date.

Limited Notice to Proceed with Post-award Low Embodied Carbon Materials Research Report.

If any of the Contractor’s IRA Limit Commitments do not correspond to the subject material’s

Top 20% Limits, notice to proceed with the project entails only a limited notice to proceed with the Low Embodied Carbon Materials CLIN.

Specifically, Contractor shall only proceed with preparation of a Low Embodied Carbon

Materials Research Report explaining why such IRA Limit Commitments did not correspond to the subject material’s Top 20% Limits. Additionally, to the extent applicable, the Contractor shall also explain why any IRA Limit Commitments did not meet the subject material’s Top 40%

Limits.

For each IRA-Eligible Material not meeting Top 20% Limits, the report shall detail:

● the Contractor’s process for seeking Top 20% and Top 40% materials;

● sources contacted;

● sources of Top 20% and Top 40% materials identified (if any); and

● the reason why the Contractor did not commit to furnish Top 20% or Top 40% materials identified (if any) (e.g., insufficient supply, schedule delays, unreasonable cost).

The Low Embodied Carbon Materials Research Report is due within 5 business days of notice to proceed. Following submission of its report, Contractor shall request that the

Contracting Officer issue an unrestricted notice to proceed.

Note: Contractor shall not place orders for any IRA-Eligible Materials until it has received an unrestricted notice to proceed. Contractor consents to unrestricted GSA use of supplier names and the GWP values associated with supplier materials. This information may be disclosed publicly or used to inform other low embodied carbon procurement activities. Technical solutions, supplier pricing and supplier-offeror terms and conditions will not be shared.

Market Reports. Within 10 business days following contract award, the Contractor shall provide the Contracting Officer with a current Market Report on IRA-Eligible Materials referenced in the

Solicitation’s Sustainability Factor self-scoring table. The Market Report shall evaluate materials available1 in the quantities and timeframes required by the Contract, prioritizing data on materials compliant with Top 20% and Top 40% Limits. The Market report shall detail:

● the Contractor’s process for seeking IRA-Eligible Materials meeting each material’s respective Top 20% and Top 40% Limits;

● sources contacted;

● sources of Top 20% and Top 40% materials identified (if any); and

● actual or estimated pricing and environmental product declaration GWP values for each identified material.

The Contractor shall furnish an Updated Market Report 90 calendar days following submission of the initial report.

Note: Contractor consents to unrestricted GSA use of supplier names and the GWP values associated with supplier materials. This information may be disclosed publicly or used to inform

1 Market research resources for qualifying materials may include, but are not limited to, ASTM International’s EPD

Page, Building Transparency’s Embodied Carbon in Construction Calculator (EC3), ICC Evaluation Service’s EPD Directory, EPD International AB’s EPD Library, the National Asphalt Paving Association’s Emerald Eco-Label EPD Tool, the National Ready Mixed Concrete Association’s Concrete EPDs page, NSF's Search for EPDs tool, and UL’s

SPOT product catalog.

Note: The information provided herein is for informational purposes only and does not indicate or imply Federal endorsement of any organization, business, material or product. The Government makes no warranties concerning the quality, performance or suitability of any organization, business, material or product.

https://www.astm.org/products-services/certification/environmental-product-declarations/epd-pcr.html https://www.astm.org/products-services/certification/environmental-product-declarations/epd-pcr.html https://carbonleadershipforum.org/ec3-tool/ https://icc-es.org/environmental-program/environmental-product-declarations/epd-directory/ https://icc-es.org/environmental-program/environmental-product-declarations/epd-directory/ https://www.environdec.com/library https://asphaltepd.org/ https://www.nrmca.org/association-resources/sustainability/environmental-product-declarations/ https://info.nsf.org/Certified/Sustain/epd_search.asp https://spot.ul.com/main-app/products/catalog/?keywords= other low embodied carbon procurement activities. Technical solutions, supplier pricing and supplier-offeror terms and conditions will not be shared.

IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

(1) GSAR 552.236-79, Construction-Manager-As-Constructor (JAN 2020)

(a) General. Pricing for the Guaranteed Maximum Price (GMP) for the option for construction services shall be subject to the requirements below.

(b) Definitions. The following definitions shall apply to this clause:

“Construction-Manag…