47PC0222R0019 Solicitation _ Exhibit 1 - Agreement Final.pdf

GSA Solicitation No. 47PC0222R0019 Contract No. TBD

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Table of Contents

I. Project Information 3

I.A. Project Summary 3 I.B. The Contract 3 I.C. Period of Performance 4 I.D. Work Conditions/Site Requirements 4 I.E. Authorized Representatives 4 I.F. Contract Liquidated Damages Rate 5 I.G. Buy American Exceptions 5 I.H. Maximum Order Limit 5 I.I. Guaranteed Minimum 6 I.J. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments 6

II. Prices 7 II.A. Basis of Pricing 7 II.B. Contract Price Form 8

III. Terms and Conditions 9 III.A. Commencement, Prosecution, and Completion of Work 9 III.B. Contractor Responsibilities 9 III.C. Project Schedule 9 III.D. Submittals 9 III.E. Finality of Contract Modifications 10 III.F. Liquidated Damages 10 III.G. Insurance Requirements 10 III.H. Order of Precedence 11 III.I. Administrative Matters 11 III.J. Non-Compliance with Contract Requirements 16 III.K. Requirements for GSA Information Systems 16 III.L. Options and Allowances 17 III.M. Additional Terms and Conditions 17

IV. Contract Clauses 25 IV.A. Clauses Incorporated in Full Text 25 IV.B. Clauses Incorporated by Reference 80 IV.C. Subcontract Requirements 87

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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 Spaces located within Puerto Rico and the United States Virgin Islands (Detailed in the Statement of Work (SOW)). The General Services Administration (GSA) will award up to seven (7) IDIQ Contracts. The IDIQ Contractors 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 $150,000,000 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 $10,000,000.

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

The Agreement Page 4 | 90 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.

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. Prior to the end of the Base Year, the Government may elect to exercise the Option for Option Year 1. Prior to the end of each Option Year, the Government may, or may not, elect to exercise the option for the following Option Year. It is the intent of the Government to provide for at least 60 calendar days prior notice of intent to exercise each of the option years.

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: The Contractor shall commence performance of the Work within one (1) calendar day after the Contractor receives the Notice to Proceed

(NTP).

(b) Substantial Completion: The Contractor shall achieve Substantial Completion of the Work, as that term will be stated in the Task Order RFP, no later than XX 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 XX of Substantial Completion, will be stated in the task order RFP.

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

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(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:

(a) IDIQ Authorized Representative Information

Contracting Officer’s Information

Name: Jayshree Tank Address: 1 World Trade Center, New York, NY 10007 Telephone: (646) 599-3071 Email: jayshree.tank@gsa.gov

(b) IDIQ Alternate Authorized Representative Information

Supervisory Contract Specialist’s Information

Name: James Berring Address: 100 South Clinton Street, Suite 1350, Syracuse, NY 13261 Telephone: (315)-751-6837 Email: james.berring@gsa.gov

(c) Task Order Authorized Representative Information

Shall be provided at the Task Order RFP level.

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

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 $150,000,000 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.

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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.

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 2/22/2023

(2) Place of Performance and Building Locations, Dated 5/22

(3) GSA Standard Division One Specifications;

(4) Task Order Award Procedures, Dated 2/7/23

(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

The Agreement Page 8 | 90 rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

II.B. Contract Price Form

Reference the Price Proposal Sheet for a detailed description.

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III. Terms and Conditions

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

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

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

III.B. Contractor Responsibilities

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 Contracting Officer prior to commencement of any related work.

III.C. 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.D. Submittals

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

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(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.E. 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.F. 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.G. 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 $500,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

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(b) Broad form comprehensive commercial general liability insurance in the amount of at least $2,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $500,000 per person and $1,000,000 per occurrence for bodily injury and $2,000,000 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 $2,000,000 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.H. 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.I. 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

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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) 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 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.

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(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.

(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 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.

(a) 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.

(b) Authorized recipients.

(i) 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

The Agreement Page 14 | 90 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.

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

(c) Dissemination of CUI building information:

(i) 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.

(ii) By non-electronic 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.

1) 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.

2) 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.

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(d) 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.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

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

[End of clause]

III.J. 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.K. Requirements for GSA Information Systems

(1) CIO Coordination. The contracting officer shall ensure the requirements office has coordinated and identified possible CIO policy inclusions with the GSA IT prior to publication of a Statement of Work, or equivalent as well as the Security Considerations section of the acquisition plan to determine if the CIO policies apply.

The CIO policies and GSA IT points of contact are available on the Acquisition Portal at https://insite.gsa.gov/itprocurement.

(2) GSA Requirements. For GSA procurements (contracts, actions, or orders) that may involve GSA Information Systems, excluding GSA’s government-wide contracts e.g. Federal Supply Schedules and Governmentwide Acquisition Contracts, the contracting officer shall incorporate the coordinated Statement of Work or equivalent including the applicable sections of the following policies into solicitations and contracts:

(a) CIO 09-48, IT Security Procedural Guide: Security and Privacy IT Acquisition Requirements; and

(b) CIO 12-2018, IT Policy Requirements Guide.

(3) Waivers.

(a) In cases where it is not effective in terms of cost or time or where it is unreasonably burdensome to include CIO 09-48, IT Security Procedural Guide:

Security and Privacy IT Acquisition Requirements or CIO 12-2018, IT Policy Requirements Guide in a contract or order, a waiver may be granted by the Acquisition Approving Official in accordance with the thresholds listed at 507.103(b), the Information System Authorizing Official, and the GSA IT Approving Official.

(b)The waiver request must provide the following information-

(i) The description of the procurement and GSA Information Systems;

(ii) Identification of requirement requested for waiver;

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(iii) Sufficient justification for why the requirements should be waived; and

(iv) Any residual risks that will be encountered by waiving the requirements.

(c)Waivers must be documented in the contract file.

(4)Classified Information. For any procurements that may involve access to classified information or a classified information system, see subpart 504.4 for additional requirements.

III.L. Options and Allowances

Reference FAR and GSAR Option clauses in Section IV.

III.M. Additional Terms and Conditions

(1) Construction Off-Ramping/On-Ramping

The PoP for the initial seven (7) 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 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

The Agreement Page 18 | 90 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

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

The Agreement Page 19 | 90 next highest ranked firm in the Reserved Pool. 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 are awarded a contract and be in the “Award Pool”.

Firms ranked #8 to #12 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.

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 Year 1 starts.

(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

The Agreement Page 20 | 90 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.

(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

The Agreement Page 21 | 90 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;

(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;

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(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 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.

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(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

- 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.

The Agreement Page 24 | 90

(iii) Once the corrected invoice is approved by the COR, the “approved” invoice shall be submitted at https://finance.ocfo.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 30 calendar days of contract expiration date.

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

(End of clause)

The Agreement Page 25 | 90

IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

(1) FAR 52.222-55 Minimum Wages for Contractor Workers Under Executive

Order 14026 (Jan 2022)

(a) Definitions. As used in this clause—United States means the 50 states, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, and the outer Continental Shelf as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.).

Worker –

(1) (i) Means any person engaged in performing work on, or in connection with, a contract covered by Executive Order 14026, and–

(A) Whose wages under such contract are governed by the Fair Labor Standards Act (29 U.S.C. chapter 8), the Service Contract Labor Standards statute (41 U.S.C. chapter 67), or the Wage Rate Requirements (Construction) statute ( 40 U.S.C. chapter 31, subchapter IV);

(B) Other than individuals employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541; and

(C) Regardless of the contractual relationship alleged to exist between the individual and the employer.

(ii) Includes workers performing on, or in connection with, the contract whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(c).

(iii) Also includes any person working on, or in connection with, the contract and individually registered in a bona fide apprenticeship or training program registered with the Department of Labor’s Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship.

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(2) (i) A worker performs on a contract if the worker directly performs the specific services called for by the contract; and

(ii) A worker performs in connection with a contract if the worker's work activities are necessary to the performance of a contract but are not the specific services called for by the contract.

(b) Executive Order Minimum wage rate. (1) The Contractor shall pay to workers, while performing in the United States, and performing on, or in connection with, this contract, a minimum hourly wage rate of $15.00 per hour beginning January 30, 2022.

(2) The Contractor shall adjust the minimum wage paid, if necessary, beginning January 1, 2023, and annually thereafter, to meet the applicable annual E.O. minimum wage. The Administrator of the Department of Labor’s Wage and Hour Division (the Administrator) will publish annual determinations in the Federal Register no later than 90 days before the effective date of the new E.O. minimum wage rate. The Administrator will also publish the applicable E.O. minimum wage on https://www.sam.gov (or any successor website), and a general notice on all wage determinations issued under the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, that will provide information on the E.O. minimum wage and how to obtain annual updates. The applicable published E.O. minimum wage is incorporated by reference into this contract.

(3) (i) The Contractor may request a price adjustment only after the effective date of the new annual E.O. minimum wage determination.

Prices will be adjusted only for increased labor costs (including subcontractor labor costs) as a result of an increase in the annual E.O.

minimum wage, and for associated labor costs (including those for subcontractors). Associated labor costs shall include increases or decreases that result from changes in social security and unemployment taxes and workers’ compensation insurance, but will not otherwise include any amount for general and administrative costs, overhead, or profit.

(ii) Subcontractors may be entitled to adjustments due to the new minimum wage, pursuant to paragraph (b)(2). Contractors shall consider any subcontractor requests for such price adjustment.

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(iii) The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (b)(3)(i) of this clause, and will not provide duplicate price adjustments with any price adjustment under clauses implementing the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute.

(4) The Contractor warrants that the prices in this contract do not include allowance for any contingency to cover increased costs for which adjustment is provided under this clause.

(…