47PC0219R0010_Solicitation___Exhibit_1_-_Agreement.pdf

The Agreement

General Construction & Design-Build Construction Services Zone 1: Metropolitan New York City Area

Zone 2: Upstate New York

GSA Solicitation No. 47PC0219R0010 Contract No. TBD

The Agreement 2

Table of Contents

I. Project Information

I.A. Project Summary

I.B. The Contract

I.C. Period of Performance

I.D. Work Conditions/Site Requirements

I.E. Authorized Representatives

I.F. Contract Liquidated Damages Rate

I.G. Buy American Exceptions

I.H. Maximum Order Limit

I.I. Guaranteed Minimum

I.J. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments

II. Prices

II.A. Basis of Pricing

II.B. Contract Price Form

III. Terms and Conditions

III.A. Contractor Responsibilities

III.B. Project Schedule

III.C. Submittals

III.D. Finality of Contract Modifications

III.E. Liquidated Damages

III.F. Insurance Requirements

III.G. Order of Precedence

III.H. Administrative Matters

III.I. Non-Compliance with Contract Requirements

III.J. Safeguarding Sensitive Data and Information Technology Resources

III.K. Options and Allowances

III.L. Additional Terms and Conditions

IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

IV.B. Clauses Incorporated by Reference

IV.C. Subcontract Requirements

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I. Project Information

I.A. Project Summary

This Contract award is an Indefinite Delivery/Indefinite Quantity (IDIQ) General Construction and Design-Build Construction Services Contract for Federally-Owned and Federally-Leased Space located within Zone 1 and Zone 2 (Detailed in the Statement of Work (SOW)). The IDIQ Contractor will be offered the opportunity to submit proposals for general construction and design-build construction Task Orders under this Contract as described elsewhere in the SOW and applicable Contract documents.

The Maximum Order Limit (MOL)/Contract Ceiling amount is $500,000,000 for the life of all awarded Multiple Award Contracts (5 Years) and none of the individual IDIQ Contracts will have a maximum order/annual ceiling limitation.

The value of any Task Orders (including modifications) issued under this Contract will have an overall award value ranging from $0 to $20,000,000.

The Contractor shall provide professional services for the planning, design, and construction necessary to meet the requirements of the individual Task Orders. Specific requirements of individual Task Orders will be issued by RFP on a Task Order basis. Task Order services shall be provided according to the general requirements described herein, and as further described in the Task Order RFP and accompanying documents.

Disciplines and expertise that may be required to accomplish the scopes of the Task Orders include, but are not limited to: architecture, engineering (Disciplines: mechanical, electrical, plumbing, civil, structural, and fire protection), life safety, code compliance, security, historic preservation, estimating, construction project management, and building construction services.

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 Contractor shall provide and pay for all design, 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) and documentation within subsequent Task Order Requests for Proposal (RFP), 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 2, subject to the terms and conditions set forth in this Contract.

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I.C. Period of Performance

(1) IDIQ Level

This IDIQ Contract includes a one-year Base period and four (4) One-Year Options, totaling five (5) years. The Base Year will commence upon the Notice to Proceed, with Base Year services, and end one (1) calendar year from the date specified on the Notice to Proceed. At the end of the Base Year, the Government may elect to exercise the Option for Option Year 1. At the end of each Option Year, the Government may, or may not, elect to exercise the option for the following Option Year.

The 5-Year Contract may be extended for up to an additional six (6) months pending award of a new (succeeding) follow-on contract (see FAR 52.217-8 below). It is the intent of the Government to provide for at least 30 calendar days prior notice of intent to exercise this option.

(2) Task Order Level

Each Task Order awarded will state the specific dates to the referenced project. The requirements below shall be identified at the Task Order RFP level:

(a) Commencement of Services: The Contractor shall commence performance of the

Services within TBD calendar days after the Contractor receives the Notice to Proceed (NTP).

(b) Substantial Completion: The Contractor shall achieve Substantial Completion of the Work, as that term is defined in the Task Order RFP, no later than TBD calendar days from issuance of Notice to Proceed (NTP).

(c) Contract Completion: The Contractor shall achieve Contract Completion, as the term is defined in the Task Order RFP, within TBD calendar days of Substantial Completion.

I.D. Work Conditions/Site Requirements

Refer to Division 1 specification for further guidance and additional work conditions/site requirements will be identified at the Task Order RFP level.

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:

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(a) IDIQ Authorized Representative Information

Contracting Officer’s Information

Name: Nadia Shokry Burns Address: 1 World Trade Center, New York, NY 10007 Telephone: (646)465-4651 Email: nadia.shokry.burns@gsa.gov

(b) IDIQ Alternate Authorized Representative Information

Contract Specialist’s Information

Name: Allison Wiede-Brown Address: 100 South Clinton Street, Suite 1350, Syracuse, NY 13261 Telephone: (315) 243-4272 Email: allison.wiede-brown@gsa.gov

(c) Task Order Authorized Representative Information

Shall be provided at the Task Order RFP level.

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

Contract.

I.F. Contract Liquidated Damages Rate

In accordance with GSAR 552.211-12, Liquidated Damages – Construction, in Section IV of this Agreement, liquidated damages shall not be applicable at the IDIQ level and specific rates shall be calculated at the Task Order RFP Level.

I.G. Buy American Exceptions

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

I.H. Maximum Order Limit

The Maximum Order Limit (MOL)/Contract Ceiling amount for this Contract is $500,000,000 for the life of all awarded Multiple Award Contracts (5 Years) and none of the individual IDIQ Contracts will have a maximum order/annual ceiling limitation.

I.I. Guaranteed Minimum

The guaranteed minimum amount under each Contract award is $2,000 for the Base Year period of each Contract. If the awardee does not receive an Order, or several Orders, totaling $2,000 or more during the Base Year period of the Contract, the Government will be obligated to pay that awardee the guaranteed minimum amount of $2,000.

mailto:nadia.shokry.burns@gsa.gov mailto:allison.wiede-brown@gsa.gov

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I.J. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments

The following documents are incorporated by reference into this Contract.

(1) Statement of Work, Dated 04/29/2019;

(2) Place of Performance and Building Locations, Dated 04/17/2019;

(3) GSA Standard Division One Specifications;

(4) Task Order Award Procedures, Dated 04/29/2019;

(5) Task Order Pricing Form;

(6) Wage Determination Documentation.

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II. Prices

II.A. Basis of Pricing

(1) Contract Prices: All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base Contract, Unit Price, Options) in accordance with the Contract Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit.

(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 shall be 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 Work is to be performed on a unit price basis, the Unit Price shall include all costs of coordinating and incorporating the unit-priced portion of the Work into the Base Contract Work.

The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established 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) Options: If any portion of the Work is to be performed upon the timely exercise of an Option, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the Base Contract 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. Unless otherwise specified, all options may be exercised within 90 days of Contract award.

(5) 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

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II.B. Contract Price Form

Reference the Price Proposal Sheet for a detailed description.

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III. Terms and Conditions

III.A. Contractor Responsibilities

GSAR 552.236-71, Contractor Responsibilities is located in Section IV.A. of this Agreement and is supplemented as follows:

(1) For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the

Contractor shall perform at least fifteen (15) percent of the Work.

(2) The Contractor shall secure and pay for all necessary permits and governmental fees, licenses, and inspections that are customarily secured after award of the Contract and that are legally required at the time of award. The Contractor shall provide a copy of the permits required for execution of the work to the Contraction Officer prior to commencement of any related work.

(3) FAR 52-211-10, Commencement, Prosecution, and Completion of Work, is supplemented as follows:

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. Project Schedule

(1) Within ten (10) Working Days after NTP, the Contractor shall develop and provide a detailed schedule in widely used, commercially available software such as Microsoft Project and Primavera P6 for completion of all project activities, tasks, and submissions required herein, leading up to and including the final design development submission(s).

III.C. Submittals

FAR 52.236-21, Specifications and Drawings for Construction, and GSAR 552.236- 723, Submittals located in Section IV.A. of the Agreement are supplemented as follows:

(1) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, GSA Form 184 (associated 184A and 184B as necessary), and other submittals (collectively, The Agreement 10

"submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract.

III.D. 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.E. 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 at the Task Order level, the Contractor shall be liable to the Government for liquidated damages at the rate specified in the Task Order RFP, paragraph entitled, “Liquidated Damages Rate,” for each calendar day following the required completion date that the Work is not Substantially Complete.

III.F. 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 $100,000. 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 $500,000 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

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$200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

(2) The Contractor shall require that the licensed design professionals it retains for the Project acquire and maintain professional liability insurance in the amount of $5,000,000 per claim and shall provide proof to the Contracting Officer.

(3) 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.G. 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.H. 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 in an original and two (2) copies to the designated billing office specified in this Contract or in individual delivery/work.

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(b) Invoices must include the Pegasys Document Number (PDN) assigned at award.

(c) Invoices must include the Pegasys Document Number (PDN) assigned at award:

(i) GSA Form 184A and/or 184B - Construction Progress Report

(Construction Phases Only) or AIA Form G702, including the 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: Weekly Payrolls and see III.L. (4) for Payment/Invoice Requirements and Procedures for additional information.

(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 http://www.finance3.gsa.gov. 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 Detailed information is available at GSA Access Card. USAccess Credentialing Centers can be located at US Access Centers.

http://www.finance3.gsa.gov/ http://www.gsa.gov/portal/category/107203 http://www.fedidcard.gov/centerlist.aspx

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(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.

(6) Safeguarding and Dissemination of Sensitive But Unclassified (SBU) Building

Information. This clause applies to all recipients of SBU building information, including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

(a) Marking SBU. Contractor-generated documents that contain building information must be reviewed by GSA to identify any SBU content, before the original or any copies are disseminated to any other parties. If SBU content is identified, the Contracting Officer (CO) may direct the contractor, as specified elsewhere in this contract, to imprint or affix SBU document markings to the original documents and all copies, before any dissemination.

(b) Authorized recipients.

(i) Building information designated SBU must be protected with access strictly controlled and limited to those individuals having a legitimate business need to know such information. Those with a need to know may include Federal, State and local government entities, and nongovernment entities engaged in the conduct of business on behalf of or with GSA. Nongovernment 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 legitimate business need to know such information. If a subcontractor is not registered in the SAM and has a need to possess SBU building information, the subcontractor shall provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor shall keep this information related to the subcontractor for the duration of the contract and subcontract.

(ii) All GSA personnel and Contractors must be provided SBU building information when needed for the performance of official Federal, State, and local government functions, such as for code compliance reviews and for the issuance of building permits. Public safety entities such as fire and utility departments may require access to SBU building information on a need to know basis. This clause must not prevent or encumber the dissemination of SBU building information to public safety entities.

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(c) Dissemination of SBU building information:

(i) By electronic transmission. Electronic transmission of SBU information outside of the GSA network must use session encryption (or alternatively, file encryption). Encryption must be via an approved NIST algorithm with a valid certification, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules per GSA policy.

(ii) By non-electronic form or on portable electronic data storage devices.

Portable electronic data storage devices include, but are not limited to CDs, DVDs, and USB drives. Non-electronic forms of SBU building information include paper documents, among other formats.

1) By mail. Contractors must utilize only methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt.

2) In person. Contractors must provide SBU building information only to authorized recipients with a need to know such information.

Further information on authorized recipients is found in Section 2 of this clause.

(d) Record keeping. Contractors must maintain a list of all entities to which SBU 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 SBU has been disseminated; (2) the name of the individual at the entity or firm who is responsible for protecting the SBU building information, with access strictly controlled and limited to those individuals having a legitimate business need to know such information; (3) contact information for the named individual; and (4) a description of the SBU 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/or suppliers, and submit them to the CO. For Federal buildings, final payment may be withheld until the lists are received.

(e) Safeguarding SBU documents. SBU building information (both electronic and paper formats) must be protected, with access strictly controlled and limited to those individuals having a legitimate business need to know such information. GSA contractors and subcontractors must not take SBU 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 legitimate business need to know.

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(f) Destroying SBU building information. When no longer needed, SBU building information must be destroyed so that marked information is rendered unreadable and incapable of being restored, in accordance with guidelines provided for media sanitization within GSA CIO IT Security 06- 32, Media Sanitization Guide and Appendix A of NIST Special Publication 800-88, Guidelines for Media Sanitization. Alternatively, SBU building information may be returned to the CO.

(g) Notice of disposal. The contractor must notify the CO that all SBU building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 6 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. The contractor may return the SBU documents to the CO rather than destroying them.

(h) Incidents. All improper disclosures of SBU building information must be immediately reported to the IDIQ and Task Order CO. 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 SBU 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.

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

III.I. 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.J. 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

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Directives Library.

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

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

(3) CIO 2100.3C Mandatory Information Technology (IT) Security Training

Requirement for Agency and Contractor Employees with Significant Security Responsibilities

(4) CIO 2104.1A CIO CHGE 1 GSA Information Technology IT General Rules of Behavior

(5) CIO 2105.1 C CHGE 1 GSA Section 508: Managing Electronic and Information Technology for Individuals with Disabilities

(6) CIO 2106.1 GSA Social Media Policy

(7) CIO 2107.1 Implementation of the Online Resource Reservation Software

(8) CIO 2160.4A Provisioning of Information Technology (IT) Devices

(9) CIO 2162.1 Digital Signatures

(10) CIO P 2165.2 GSA Telecommunications Policy

(11) CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable

Information (PII)

(12) CIO 2182.2 Mandatory Use of Personal Identity Verification (PIV) Credentials

(13) CIO P 1878.2A Conducting Privacy Impact Assessments (PIAs) in GSA

(14) CIO IL-13-01 Mobile Devices and Applications

(15) CIO 2102 Information Technology (IT) Integration Policy

(16) HCO 9297.1 GSA Data Release Policy

(17) HCO 9297.2B GSA Information Breach Notification Policy

(18) ADM P 9732.1 D Suitability and Personnel Security

The contractor and subcontractors must insert the substance of this section in all subcontracts.

III.K. Options and Allowances

Reference FAR and GSAR Option clauses in Section IV.

III.L. Additional Terms and Conditions

(1) Construction Off-Ramping/On-Ramping

The PoP for the initial fourteen (14) awarded contracts will be 1 Year for the Base Year with four (4) one-year options. The exercise of any of the option years is a unilateral decision of the Government and is executed by the Contracting Officer through a contract modification. The Contracting Officer will consider exercising an option on an awarded IDIQ contract when:

* The Contractor does not have an active exclusion record in the System for http://www.gsa.gov/directives

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Award Management

* The Contractor’s past performance evaluations on other contract actions have been considered (see Paragraph (a), Construction Off-Ramping Procedures for more details)

* The Contractor’s performance on this contract has been satisfactory (see Paragraph (a), Construction Off-Ramping Procedures for more details)

In the event that a Contractor in the Award Pool has been off-ramped (the Contracting Officer does not exercise the option year on the contract), the next highest ranked firm in the “Reserved Pool” will replace the “off-ramped contractor” and be awarded a contract for the next option period of performance year.

(a) Construction Off-Ramping Procedures

As stated above, the exercise of an option is the unilateral decision of the Government. In recognition of satisfactory contract and task order performance of a particular Contractor during each period of performance year, the Government will consider exercising a Contractor’s Option, for an additional one-year term of performance. The option determination for each Contractor will be based on FAR Subpart 17.207 for exercising the option term; the overall quality of the Contractor’s past performance under the IDIQ contract and task orders awarded against the IDIQ contract; meeting the deliverable and compliance standards; and maintaining a strategic partnership between GSA personnel and Federal customers to identify and achieve reciprocal goals. Prior to the expiration date of a contract, the Contracting Officer will review available information during each contract performance year in determining whether to exercise an option on a contract.

In considering whether to off-ramp a contractor and not exercise an option, the Contracting Officer will consider any, or a combination, of the following:

(i) The Contractor has an active exclusion record in the System for Award

Management (SAM)

(ii) The Contractor’s past performance evaluations on awarded task orders consistently have a rating of less than “Satisfactory” in two or more rating categories (i.e. Quality, Schedule, Cost Control, Management, Small Business, Regulatory, Other Areas)

(iii) The Contractor’s performance on the IDIQ contract has not been acceptable for the current performance year in regards to:

a) Not complying with contract reporting requirements

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b) Proposal response rate is less than 70% against all RFPs issued

c) Contractor has not attained a minimum of 2 task order awards

d) Cumulative value of all task order awards and modifications are less than $500,000

e) Failure to adhere to proper ethics and conduct

The Government’s determination as to whether a contractor is off-ramped will be made 60 days prior to the contract expiration date for that PoP year and the Contracting Officer shall provide written notice to the Contractor.

Once a Contractor has been notified that it has been off-ramped, the Contractor is no longer eligible for any new task order awards or permitted to participate in any subsequent RFPs. The Contractor is still responsible to satisfactorily complete work on any open task orders. This off-ramping determination process will apply to both the base PoP and option years.

(b) Construction On-Ramping Procedures

Once the Government has made a determination to off-ramp a Contractor from the Award Pool, the Contracting Officer will award a contract to the next highest ranked firm in the Reserved Pool for that Zone. The process for on-ramping is as follows:

All timely proposals will have been evaluated against the evaluation criteria stated in Section VI of the solicitation and all proposals have been ranked with rank #1 being the most highly rated proposal.

Firms ranked #1 to #7 for each Zone are awarded a contract and be in the “Award Pool”.

Firms ranked #8 to #12 for each Zone are not awarded a contract but will be in the “Reserved Pool”.

All firms ranked #13 and beyond are not in the Award Pool or Reserved Pool and not considered for any contract award.

When the Government has made a determination to off-ramp an awarded contractor, the next highly ranked firm in the Reserved Pool to be on-ramped will also be notified 60 days prior to the contract expiration date for that PoP year and the Contracting Officer shall provide written notice to the firm. Once the firm has been notified that it has been invited to be on-ramped, the firm can accept or decline the Government’s request to be in the Award Pool. If the firm accepts, the firm will be awarded a contract and be in the Award Pool. If the firm declines, the next highly ranked firm will be contacted and have an opportunity to be in the Award Pool.

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If the firm in the Reserved Pool accepts the Government’s request to be in the Award Pool, the firm will be awarded a contract and the proposal prices offered in the next option period will be effective for the contract performance year.

(c) For example:

Firm #7 BADCO, due to consistent poor performance and ratings during the base year on their awarded task orders, the Contracting Officer decides not to exercise their contract Option Year 1. Firm #8 LUCKY FIRM is at the top of the list of the Reserved Pool and accepts the Government’s request to be in the Award Pool. LUCKY FIRM will be awarded a contract and replace BADCO. LUCKY FIRM's Option Year 1 prices that were submitted at the time of proposal evaluation would be in effect when Option

(2) Changes in Scope

(a) GSA reserves the right to revise the scope of work any time prior to final acceptance of the completed project. Each such addition or deletion to the Contract shall require GSA and the Contractor to negotiate a mutually acceptable adjustment in the contract price, and, for the Government to issue a change order describing the nature of the change and the amount of price adjustment;

(b) GSA may at any time make changes in the scope of work, plans and drawings, omit work, and require additional work to be performed by the Contractor. For such additional work to be performed hereunder, GSA shall pay the Contractor on the basis of a mutually agreed to lump sum or cost thereof, and a mutually fixed or percentage fee. The Contractor shall make no additions, changes, alterations or omissions or perform extra work except on prior written authorization from GSA;

(c) No changes shall be made until written approval is granted by the CO.

(3) Removal from Contract Work

(a) The CO or their designee may require the Contractor to remove any employee(s) from GSA controlled buildings or other real property should it be determined that the individual(s) is either unsuitable for security reasons or otherwise unfit to work on GSA controlled property. This shall include, but not be limited to, instances where an employee is determined, in the Government's sole discretion, to be incompetent, careless, insubordinate, unsuitable, or otherwise objectionable.

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(b) When the Government deems the employee’s continued employment to be contrary to the public interest, inconsistent with the best interests of security, or when the employee is identified as a potential threat to the health, safety, security, general well-being, or operational mission of the facility and its population.

(c) The CO may also request the Contractor to immediately remove any employee from the work site if it is determined that individuals are being assigned to duty who have been disqualified for either suitability or security reasons or who are found to be unfit for performing duties during their tour of duty.

(d) Contractor employees who are removed from Contract work shall be required to leave the work site immediately.

(e) The Contractor shall comply with any removal request. For clarification, a determination to remove an employee will be made for, but is not limited to, incidents involving the most immediately identifiable types of misconduct or delinquency as set forth below:

(i) Failure to receive a suitability determination, temporary clearance, or clearance from GSA or a tenant Agency;

(ii) Violation of Federal, State, or Local law;

(iii) Violation of the Rules and Regulations Governing Public Buildings and Grounds, 41 CFR 101-20.3. This includes the carrying or possession of explosives or items intended to be used to fabricate an explosive or incendiary device;

(iv) Neglect of duty, including sleeping while on duty, unreasonable delays, or failure to carry out assigned tasks, conducting personal affairs during official time or refusing to render assistance, or to cooperate in upholding the integrity of the security program at the work site;

(v) Falsification or unlawful concealment, removal, mutilation, or destruction of any official documents or records, or concealment of material facts by willful omissions from official documents or records;

(vi) Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words or actions, fighting, or participation in disruptive activities that interfere with the normal efficient operations of the Government;

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(vii) Theft, vandalism, immoral conduct, or any other criminal actions;

(viii) Selling, consuming, or being under the influence of intoxicants, drugs, or substances that produce similar effects while in or on federally controlled property;

(ix) Improper use of Government identification;

(x) Unauthorized use of communication equipment on Government property;

(xi) Violation of security procedures or regulations;

(xii) Violation of Title 18, U.S.C. Section 930, which prohibits the knowing possession or the causing to be present of firearms or other dangerous weapons in Federal facilities and Court facilities.

(f) The CO or their designee will make all determinations regarding the removal of any employee from work site, except under certain conditions. When a CO or their designee is not available, either during the day or after hours, or in situations where a delay would not be in the best interest of the Government or is identified as a potential threat to the health, safety, security, general well-being, or operational mission of the facility and its population, the CO or their designee will have the authority to immediately remove the Contract employee from the work site;

(g) Law enforcement officers of the Department of Homeland Security/Immigration and Customs Enforcement/Federal Protective Service (DHS/ICE/FPS) will have the authority to immediately remove any Contract employee from the work site who is found to be in violation of any of the items mentioned above and where a delay in removal would not be in the best interest of the Government or security or is identified as a potential threat to the health, safety, security, general well-being, or operational mission of the facility and its population. The CO or their designee will be notified as soon after the incident as practical or at the beginning of the next business day if an action happened after hours. The CO or their designee will make all official notifications to the Contractor. In the event of a dispute, the CO or their designee will make a final determination. Specific reasons for removal of an employee will be provided to the Contractor in writing by the CO or designee;

(h) The Contractor is responsible for providing replacement employees in cases

The Agreement 22 where Contract employees are removed from working at the work site or on the Contract.

(4) Payment/Invoice Requirements and Procedures

(a) Invoice Requirements

(i) Each invoice shall be submitted to the COR and shall reference the Contract number, Task Order number, name of building where performance was provided, the dates and the type of work performed.

Also indicate the name of the GSA representative who authorized the performance of work and the date the Task Order (GSA-300) was placed.

(ii) To assist the Government in making timely payments, the Contractor is requested to furnish the following additional information either on the invoice or on an attachment to the invoice:

- Pegasys Document Number (PDN)

- Organization Code

- Building Code

(iii) Invoices for performance rendered shall be submitted no later than ten

(10) business days of Contract completion and Government acceptance.

Progress payments are allowed on this Contract and payment schedules will be accepted on a monthly basis; however the frequency maybe amended at Task Order level.

(iv) In addition to the requirements for a proper invoice specified in the Prompt Payment clause of this Contract, the following information or documentation must be submitted with each invoice along with documentation evidencing the cost of work to be included in the payment request. The ability of costs to be allowed shall be in accordance with FAR 31.105 and 31.2.

- The PDN number must be listed on all invoices in order to ensure proper payment. The PDN for this requirement will be issued at the Task Order level.

- Submit a completed GSA-184 - Construction Progress Report

- Submit a completed GSA-184A - Construction Progress Report

(Work Branch Breakdown)

- Submit a completed GSA-184B - Construction Progress Report

(Change Order Breakdown)

- Submit a completed GSA-2419 - Certificate of Progress Payment

Under Fixed-Price Construction Contracts https://www.gsa.gov/node/32243 https://www.gsa.gov/node/32243

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- Submit completed and Certified Weekly Payrolls on WH-347

- Submit a completed GSA-1142, Release of Claims is required to be submitted only on the Final Payment request. This document shall be notarized and sealed by both the prime contractor and notary.

(b) Invoice Procedures

(i) Invoices shall be submitted in an original only, unless otherwise specified. The invoice submitted will be a draft invoice (pencil copy) to COR and PM for review and cc’d to the Contracting Officer.

(ii) If COR rejects the draft invoice, the reasons for rejection will be noted and sent for corrections.

(iii) Once the corrected invoice is approved by the COR, the “approved” invoice shall be submitted on WebVendor at http://www.finance3.gsa.gov (Instruction on registration and submission process to be submitted after Contract award)

(5) GSAR 552.236-74, Evaluation of Options (MAR 2019)

Incorporated by reference.

(6) GSAR 552.236-77 Government's Right to Exercise Options (MAR 2019)

(a) The Government may exercise any option in writing in accordance with the terms and conditions of the contract within 90 calendar days of contract award.

(b) If the Government exercises the option, the contract shall be considered to include this option clause.

(End of clause) https://www.dol.gov/whd/forms/wh347.pdf http://www.finance3.gsa.gov/

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IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

(1) FAR 52.222-99 Establishing a Minimum Wage for Contractor (JUL 2014)

(DEVIATION)

This clause implements Executive Order 13658, Establishing a Minimum Wage for Contractors, dated February 12, 2014, and OMB Policy Memorandum M-14- 09, Implementation of the President's Executive Order Establishing a Minimum Wage for Contractors, dated June 12, 2014.

(a) Each service employee, laborer, or mechanic employed in the United States (the 50 states and the District of Columbia) in the performance of this contract by the prime Contractor or any subcontractor, regardless of any contractual relationship which may be alleged to exist between the Contractor and service employee, laborer, or mechanic, shall be paid not less than the applicable minimum wage under Executive Order 13658. The minimum wage required to be paid to each service employee, laborer, or mechanic performing work on this contract between January 1, 2015, and December 31, 2015, shall be $10.10 per hour.

(b) The Contractor shall adjust the minimum wage paid under this contract each time the Secretary of Labor's annual determination of the applicable minimum wage under section 2(a)(ii) of Executive Order 13658 results in a higher minimum wage. Adjustments to the Executive Order minimum wage under section 2(a)(ii) of Executive Order 13658 will be effective for all service employees, laborers, or mechanics subject to the Executive Order beginning January 1 of the following year. The Secretary of Labor will publish annual determinations in the Federal Register no later than 90 days before such new wage is to take effect. The Secretary will also publish the applicable minimum wage on www.wdol.gov (or any successor website). The applicable published minimum wage is incorporated by reference into this contract.

(c) The Contracting Officer will adjust the contract price or contract unit price under this clause only for the increase in labor costs resulting from the annual inflation increases in the Executive Order 13658 minimum wage beginning on January 1, 2016. The contracting Officer shall consider documentation as to the specific costs and workers impacted in determining the amount of the adjustment.

(d) The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (c) of this clause, and will not provide price adjustments under this clause that result in duplicate price adjustments with the respective clause of this contract implementing the Service Contract Labor Standards statute (formerly known as the Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly known as the

The Agreement 25

Davis Bacon Act).

(e) The Contractor shall include the substance of this clause, including this paragraph (e) in all subcontracts.

(2) FAR 52.223-2 Affirmative Procurement of Bio-based Products Under Service and Construction Contracts (SEP 2013)

(a) In the performance of this contract, the contractor shall make maximum use of bio-based products that are United States Department of Agriculture (USDA)-designated items unless—

(1) The product cannot be acquired—

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

(iii) At a reasonable price.

(2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(i) Spacecraft system and launch support equipment.

(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at Bio- Preferred.

(c) In the performance of this contract, the Contractor shall—

(1) Report to System Award Management, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated bio-based products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; and

(2) Submit this report no later than—

(i) October 31 of each year during contract performance; and

(ii) At the end of contract performance.

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(End Clause)

(3) FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA- Designated Items (MAY 2008)

(a) Definitions. As used in this clause—

“Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.”

“Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

(b) The Contractor, on completion of this Contract, shall—

(1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of post-consumer material content;

and

(2) Submit this estimate to the Contracting Officer.

(4) GSAR 552.204-9 Personal Identity Verification Requirements (OCT 2012)

(a) The contractor shall comply with GSA personal identity verification requirements, identified at HSP12, if contractor employees require access to GSA controlled facilities or information systems to perform contract requirements.

(b)…