47PG1023R1072 Agreement v1 20230906.pdf

Sol. Reference No: 47PG1023R1072 GSA Contract No:

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

Construction Contract for:

Region 6 Small Business Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) for Construction Services

The Agreement

Table of Contents

I. Contract Information

A. Contract Summary B. The Contract C. Period of Performance D. Contractor Pool E. Contract Value F. Work Conditions/Site Requirements G. Authorized Representatives H. Contract Liquidated Damages Rate I. Buy American Exceptions J. Tax Exemption

II. Prices

A. Basis of Pricing B. Base Contract Price Form

III. Terms and Conditions

A. Task Order Process B. Commencement, Prosecutions and Completion of Work C. Contractor Responsibilities D. Submittals E. Finality of Contract Modifications F. Liquidated Damages G. Insurance Requirements H. Order of Precedence I. Administrative Matters J. Non-Compliance with Contract Requirements K. Options and Allowances L. Project Management Information System M. Project Schedule N. Contractor Performance Evaluation O. Working Hours P. Contractor Use of Premises Q. Key Sustainable Products R. Waste Diversion Requirement S. Green Product Requirement T. Green Product Submittals U. Safety and Health

IV. Contract Clauses

A. Clauses Incorporated in Full Text

1. FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEP 2013)

2. FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-

Designated Items (MAY 08)

3. GSAR 552.204-9 Personal Identity Verification Requirements (APR 2023)

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

FAR 52.252-6)

5. FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2021)

6. Buy American Requirements

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

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

Subcontractors (MAR 2023)

9. FAR 52.219-14, Limitations on Subcontracting (SEP 2021)

10. FAR 52.216-18 Ordering (AUG 2020)

11. FAR 52.216-19 Order Limitations (OCT 1995)

12. FAR 52.216-22 Indefinite Quantity (OCT 1995)

13. FAR 52.219-13 Notice of Set-Aside of Orders (MAR 2020)

B. Clauses Incorporated by Reference C. Subcontract Requirements

I. Contract Information

I.A. Contract Summary

(1) This is an Indefinite Delivery Indefinite Quantity (IDIQ) Multiple Award Task Order Contract (MATOC) for Construction Services in the following geographic areas:

a. Kansas City, Missouri and the State of Missouri West of Jefferson City and Columbia

b. St. Louis, Missouri and the State of Missouri East of Jefferson City and Columbia

c. State of Iowa (excluding Council Bluffs, IA)

d. State of Nebraska (including Council Bluffs, IA)

e. State of Kansas (including Kansas City, KS)

(2) Task Orders issued under this Contract primarily consist of construction, repair and alteration, and tenant finish projects for the GSA and other government agencies in occupied federally owned or leased buildings. The typical Task Orders may include interior and exterior finishes, landscaping, civil, mechanical, plumbing, electrical, structural, fire safety, elevators, environmental, and roofing.

(3) The North American Industry Classification (NAICS) Code for this project is 236220.

The size standard is $45 million.

I.B. The Contract

(1) The Contract consists of the SF1442, the Agreement, 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) For each Task Order, the Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the Contract Documents (the Work), whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA shall pay the Contractor the price or prices established in Section II, subject to the terms and conditions set forth in this Contract.

I.C. Period of Performance

(1) The initial Contract period (base year) shall be for a period of twelve (12) months from the date of Contract award. Task Orders may be placed under this Contract from the date of award through the expiration date of said Contract.

(2) 52.217-9 Option to Extend the Term of the Contract (MAR 20)

The Government may extend the term of this Contract by written notice to the Contractor within the term of the Contract provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the Contract expires. The preliminary notice does not commit the Government to an extension. If the Government exercises this option, the extended Contract shall be considered to include this option clause. The total duration of this Contract, including the exercise of any options under this clause, shall not exceed five (5) years.

I.D. Contractor Pool

(1) On-Ramping

A key component of this Contract vehicle is assurance of adequate competition at the Task Order level. GSA intends to periodically review the total number of Contractors and the quality of those Contractors participating in the ordering process and determine whether it would be in the Government’s best interest to initiate on-ramping to add new Contractors. This is a discretionary unilateral authority of the Government.

No set schedule will be established as to when an on-ramping will be considered or implemented. There is no guarantee that on-ramping will be executed during the term of this Contract.

The basis for competition during on-ramping may rely upon substantially the same methodology as in the original solicitation. GSA reserves the right to update the evaluation criteria with consideration to market conditions, the utility of the criteria, and the specific needs being sought through the on-ramping event.

Any resulting award(s) will include the same terms and conditions as the current basic Contract and will not affect the overall period of performance for the basic agreement.

(2) Off-Ramping

Competition will be sustained throughout the course of the acquisition by requiring Contractors to submit competitive proposals to at least 25% of Task Order solicitations.

Contractors must meet the requirement in each awarded geographic area. Contractors failing to meet the 25% requirement, in any Contract year, are subject to removal from the impacted geographic area or the Contact at large. If failure to meet participation requirements occurs in the base year, the Contractor waives its right to the minimum guarantee.

GSA reserves the unilateral right to off-ramp Contractors who are no longer needed to meet program objectives. Off-ramping methods may result from one of the following conditions:

(1) Not exercising a Contractor’s option

(2) Debarment, Suspension, or Ineligibility as defined in FAR Subpart 9.4

(3) Termination as defined in FAR Part 49

(4) Failure to meet the standards of performance, deliverables, or compliances

(5) Taking any other action which may be permitted under the Contract’s terms and conditions

I.E. Contract Value

(1) Task Order Limitations. The minimum ordering limit per Task Order is $2,000.

There is no maximum ordering limit. While most Task Orders will not exceed the prospectus threshold (currently $3,613,000), the Government reserves the right to issue Task Orders for any amount. Task Order solicitations exceeding the prospectus threshold are not factored into Contractors 25% proposal submission requirement.

(2) Minimum Guarantee. Each Contract contains a minimum guaranteed amount of $1,000. Receiving eligibility to compete for Task Orders in multiple geographic areas does not warrant additional minimum guaranteed obligation(s). Awardees receive one Government contract regardless of geographic areas; therefore, awardees receive one minimum guarantee. The minimum guarantee can be satisfied by the award of one or more Task Orders during the respective Contract period. To be considered for payment, the invoice request must be submitted within the first quarter during the first option year.

However, if a Contractor fails to submit competitive proposals to at least 25% of Task Order solicitations, the Contractor waives its right to the minimum guarantee.

(3) Maximum Limitation. The maximum Contract value for one (1) base year with four

(4) one-year option periods is $25 million for each Contract awarded. As with the minimum guarantee, since the Government issues one Contract, the maximum value is $25 million regardless of the number of geographic areas awarded.

I.F. Work Conditions/Site Requirements

(1) FAR 52.236-27, Site Visit - Construction, FAR 52.236-3, Site Investigations and Conditions Affecting the Work, are incorporated by reference in this Contract and any Task Orders resulting from this contract.

(2) The Contractor shall be presumed to have established its rates/prices and task order proposal 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) Contractors are urged and expected to inspect the site where the work will be performed. Tasks Order Solicitations will provide instructions on how and when visits can be conducted.

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

(5) Each individual Task Order will specify any known, unique site requirements.

I.G. Authorized Representatives

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer to GSA.

The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Contracting Officer’s Information Name: Maria Doedtman Address: 2300 Main St. Kansas City, MO 64108 Telephone: 816-807-5871 Email: maria.doedtman@gsa.gov

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

(3) Any warranted GSA PBS Contracting Officer is eligible to issue Task Orders under this Contract.

I.H. Contract Liquidated Damages Rate

(1) In accordance with GSAR 552.211-12, Liquidated Damages – Construction, in Section IV of this Agreement, liquidated damages are established at the rate of $160.00 per calendar day for Task Orders below $250,000 issued under this Contact. The Government reserves the right to adjust this rate as needed at the Task Order level. In the event rates are adjusted, the Task Order Solicitation will declare a new rate.

(2) For Task Orders exceeding $250,000, liquidated damages rates are exclusively determined at the Task Order level. These amounts will be deducted from the respective Task Order value for each day a Contractor has not reached substantial completion beyond the established completion date.

I.G. Buy American Exceptions

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

I.H. Tax Exemption.

(1) Task Orders may be exempt from applicable state taxes. Tax Exemption letters and certificates are available upon request from the Contractor. Invoices shall be retained by the purchasing Contractors as required by law. Invoices shall be furnished to the Ordering Official upon request for supplies purchased, used, and consumed in fulfilling the project.

(2) Issuance of exemption letters and exemption certificates does not relieve the Contractor for responsibility for payment for materials or supplies, nor does it create a contractual relationship between GSA and any subcontractor.

II. Prices

II.A. Basis of Pricing

(1) Task Order Prices. All Task Order prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base Task Order, Unit Price, Options) in accordance with the Task Order 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 Task Order 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 Task Order 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 Task Order Work. An adjustment to the Task Order 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 Task Order award.

(5) Bid Rates. Maximum Bid Rates. Maximum bid rates may be set at a Task Order level (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs consistent with the requirements, definitions, and exclusions applicable to the Task Order, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

II.B. Base Contract Price Form

Kansas City, Missouri and the State of Missouri West of Jefferson City and Columbia

Year BASE Option 1 Option 2 Option 3 Option 4

Maximum Overhead Rate

Maximum Profit Rate

St. Louis, Missouri and the State of Missouri East of Jefferson City and Columbia

State of Iowa (excluding Council Bluffs, IA)

State of Nebraska (including Council Bluffs, IA)

State of Kansas (including Kansas City, KS)

(1) Awarded overhead and profit rates are the maximum allowed at the Task Order level. Contractors can submit Task Order proposals with reduced rates to increase the competitiveness of their offer.

(2) Maximum overhead and profit rates apply to the entirety of Task Orders issued under this Contract. Pricing for Contract modifications, bilateral or unilateral, shall not exceed maximum overhead and profit rates.

III. Terms and Conditions

The requirements set forth in this Agreement are baseline requirements. Task Orders may include additional requirements to address individual project needs. Refer to the Task Order for project specific requirements.

III.A. Task Order Process

III.A.1. Task Order Availability

(1) In accordance with FAR 16.505(b)(1), the Government will provide awardees a fair opportunity to be considered for orders issued under this Contract.

(2) In accordance with FAR 19.504(b), Contracting Officers have the option to issue Task Order Solicitations to all awardees in the geographic area or set aside acquisitions for either HUBZone, service-disabled veteran-owned, or women-owned small business (WOSB) concerns.

III.A.2. Task Order Solicitations

(1) GSA acquisition officials issue formal Task Order Solicitations via email or posting on sam.gov. Solicitations containing Controlled Unclassified Information (CUI) will only be available on sam.gov as emailing CUI outside the GSA network is prohibited.

Solicitations will clearly describe all services to be performed so the full price for the performance of the work can be established.

(2) The Solicitation identifies the method for award as price only or lowest price technically acceptable and includes the magnitude of the requirement in accordance with FAR 36.204.

(3) All Task Orders are subject to the terms and conditions of this Contract. In the event of conflict between a Task Order and this Contract, the Contract shall control.

III.A.3. Task Order Methods

(1) Design-bid-build: Design documents or Scope of Work provided to Contractors.

Design documents may be in various stages of completion. Contractors submit a firm fixed price for construction services.

(2) Design-build: Scope of Work provided to Contractors. Scope of Work drives design concept. Design shall be completed by Contractors. Contractors submit a firm fixed price for design and construction services.

(3) Construction Manager as Constructor (CMc): Design and construction are contracted concurrently through two separate Contracts and two separate Contractors.

Unlike the design-bid-build delivery method, under CMc, the Government awards a separate Contract to an Architect/Engineer (A/E) Contractor and to a Construction Contractor (the CMc) prior to the completion of the design documents. The Government retains the CMc during the design phase to work with the A/E to provide constructability reviews and cost estimating validation.

III.A.4. Task Order Pricing

(1) In accordance with FAR 16.505(b)(3), considering the Basic Contract does not establish prices, other than maximum overhead and profit rate, the Contracting Officer must establish prices for each Task Order using FAR subpart 15.4.

(2) Contractors submit a signed itemized firm fixed price proposal for construction services. The proposal shall include, but not be limited to, if applicable, the estimated labor hours and unit price, material price, equipment price, subcontractor fees, and overhead and profit rate.

(3) The Contracting Officer uses price analysis to analyze the Offeror’s proposal to ensure the final agreed-to-price is fair and reasonable. When a fair and reasonable price cannot be determined through price analysis alone, the Contracting Officer may evaluate the reasonableness of individual cost elements to verify the overall price offered is fair and reasonable.

(4) The Government will not accept proposals including costs for unforeseen conditions or contingencies. The Contractor shall submit Task Order pricing 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.

III.A.5. Task Order Award

(1) A GSA 300 is used to issue Task Orders under this Contract. The Offeror’s signed proposal and Governments signed GSA 300 represent an executed Task Order. If the GSA 300 includes information that is different than the latest signed proposal, or the Offeror failed to sign the proposal, both the Offeror and the Contracting Officer shall sign the GSA 300.

(2) At a minimum, Task Orders placed under this Contract include the following:

a. Date of order

b. Contract and order number

c. Performance schedule

d. Place of performance

e. Accounting and appropriation data

f. Method of payment and payment office

g. North American Industry Classification System code

h. Technical Documents (SOW, Drawings, Specifications)

i. Current Wage Rate Requirements

III.A.6. Notice to Proceed

The Government issues Notice to Proceed upon confirmation of the following:

a. Payment Protection or Performance and Payment Bonds Received and Accepted (If Applicable)

b. Certificate of Insurance Received and Accepted (Obtained at Base Level)

c. Security Clearance Process Complete

d. Preliminary Schedule Approved

e. Site Specific Safety Plan Approved (If Applicable)

f. Other Documents as Required (FSRS, SF1413, Green Products Report)

III.A.7. Bonds & Insurance

(1) Bid Guarantee- FAR 52.228-1 (SEP 96): Required when a performance bond or a performance and payment bond are also required. Failure to furnish a bid guarantee in the proper form and amount, by the time set for opening of bids, may be cause for rejection of the bid. The amount of the bid guarantee shall be 20 percent of the bid price or $3,000,000, whichever is less.

(2) Payment Protection- FAR 52.228-14 (NOV 14), FAR 52.228-15 (JUN 20):

Required for Task Orders greater than $35,000 but not greater than $150,000.

Acceptable forms of payment protection include a payment bond or irrevocable letter of credit (ILC). The penal amount of the payment bond or ILC must be 100 percent of the original Task Order price. If the Task Order price increases, an additional amount equal to 100 percent of the increase is required.

(3) Performance & Payment Bond- FAR 52.228-15 (JUN 20): Required for Task Orders exceeding $150,000. The penal amount of the bonds must be 100 percent of the original Task Order price. If the Task Order price increases, an additional amount equal to 100 percent of the increase is required.

(4) Insurance: Proof of insurance is maintained at the Base Level. Ordering officials verify the Contractor’s certificate of insurance is on file prior to issuing Notice to Proceed.

III.A.8. Task Order Execution

(1) In accordance with FAR 52.236-6, during performance of each Task Order and until the work is completed and accepted, the Contractor shall directly superintend the work and have on the worksite a competent superintendent who is satisfactory to the Contracting Officer and has authority to act for the Contractor.

(2) The site superintendent shall be the individual identified as performing that role in the Contactor’s “Key Personnel” proposal submission. No change in superintending personnel is allowed without prior approval of the Contracting Officer. During the execution of each Task Order, the designated superintendent shall respond appropriately within 24 hours of being contacted by project personnel.

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

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

(5) Repeated failure to provide qualified personnel or a full-time on-site superintendent shall be deemed a default for the purposes of the Termination for Default clause.

III.B. 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:

(1) 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.

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

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

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

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

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

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

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

III.C. Contractor Responsibilities

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

(1) 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.

(2) The Contractor shall be responsible for coordinating all activities of subcontractors.

This responsibility includes coordination of preparation of shop drawings produced by different subcontractors where their work interfaces or may potentially conflict or interfere and the installation of such work; scheduling of work by subcontractors; and use of the Project site for staging and logistics.

(3) The Contractor shall be responsible for providing professional design services unless task order Method 1 is used, or this responsibility is expressly excluded from the Contract Documents. In the performance of such work, the Contractor shall be responsible for retaining licensed design professionals, who shall sign and seal all drawings, calculations, specifications, and other submittals that the licensed professional prepares. The Contractor shall be responsible for, and GSA shall be entitled to rely upon, the adequacy and completeness of all professional design services provided under this Base IDIQ Contract.

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

(5) Where drawings show work without specific routing, dimensions, locations, or position relative to other work or existing conditions, and such information is not specifically defined by reference to specifications or other information supplied in the Contract Documents, the Contractor is responsible for routing, dimensioning, and locating such work in coordination with other work or existing conditions in a manner consistent with Contract requirements.

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

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

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

(9) Contract authority must be vested within the contractor’s designated on-site key personnel. During the execution of each Task Order one of the contractor’s designated people with contract authority must respond within 24 hours of being contacted by the owner representative.

(10) The contractor will not be provided office space and limited (if any) storage space for materials under this Contract, and thus shall be responsible for providing it themselves.

(11) This Contract is intended for the sole benefit of the Parties; no person shall be deemed a third-party beneficiary of this Contract. Notwithstanding the foregoing, the Contractor shall include in all subcontracts that require professional design services express terms establishing GSA as a third-party beneficiary.

(12) The Contractor’s principal tasks may include, but are not limited to: field verification and site investigations, required testing, design services, reviewing designs, preparing cost estimates, reviewing cost estimates, providing schedules, keeping records, reporting on progress, resolving problems, conducting value engineering exercises, performing constructability reviews, submittals, coordination of all documents and requirements, promptly reporting to the Contracting Officer any ambiguities or discrepancies found in the project requirements or documents, coordination of all activities, coordination of all meetings, construction, maintaining daily logs, weekly and monthly reports, administration of all subcontracts, administration and execution of quality control plan, commissioning, performing administrative collection of sustainable design and construction-related materials and processes, construction waste recycling receipts, and other services as defined in the Contract Documents.

(13) The Contractor will conduct or assist in conducting weekly construction progress meetings when applicable. The Contractor may be required to keep and distribute meeting minutes. The progress meetings should be held at or near the construction site.

(14) The Contractor shall be responsible for maintaining satisfactory standards of employee conduct, competency, appearance, and integrity and shall be responsible for taking such disciplinary action with respect to their employees or subcontractor’s employees as may be necessary. The Contractor is responsible for ensuring that their employees and subcontractor’s employees do not disturb papers on desks, open desk drawers or cabinets, or use Government telephones or any government equipment, (office tools, supplies, and/or materials), except as authorized by the Contracting Officers Representative or Contracting Officer.

(15) The Contractor shall assume full responsibility and liability for compliance with all applicable regulations pertaining to the health and safety of personnel during the execution of this contract and shall hold the Government harmless for any action or inaction on the Contractor’s part or that of his employees or subcontractors which result in illness, injury, or death. See project specific safety and health requirements in each Task Order.

(16) The Contractor shall comply with all applicable environmental protection requirements including all federal, state, and local laws, regulations, and standards. All environmental protection matters shall be coordinated with the ordering official.

Inspection of any of the facilities operated by the Contractor or work sites at which the Contractor is performing work under an individual Task Order may be accomplished by the ordering official or their designated representative on a no-notice basis during normal working hours. If a regulatory agency assesses a monetary fine against the Government for violations caused by Contractor negligence, the Contractor shall reimburse the Government for that fine and other costs. The Contractor shall also clean up any oil and environmentally hazardous spills which result from the Contractor’s operations.

(17) The Contractor is required to have access to the Internet. All project managers or points of contact for the prime Contractor are required to have individual e-mail addresses, accessible through the Internet.

(18) The Contractor agrees that all electronic and hard copy drawings, files, photographs, renderings, blueprints, specifications, and/or other materials generated within the Contract shall always belong to the Government and the Government reserves the right to modify and/or distribute said electronic and hard copies.

(19) The Contractor will review submittals to verify installation and use of energy, water, and resource-efficient systems and equipment, sustainable construction materials including renewable, bio-based content (EPA- and USDA-designated items), recyclable and recycled-content materials; materials that contribute to responsible indoor environmental quality practices; site work strategies, and demolition including recycling, salvage and reuse; environmental remediation; the recycling process/disposal of construction waste.

III.D. Submittals

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

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

(2) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Contracting Officer has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk. Should the Contracting Officer subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time required to comply with the Contracting Officer's determination. The

Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

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

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 and GSAR 552.211-12, Liquidated Damages and the time specified in this Contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified in Section I (Project Information), paragraph entitled, “Liquidated Damages Rate,” for each calendar day following the required completion date that the Work is not Substantially Complete.

III.G. Insurance Requirements

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

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $2,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $5,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury, and property damage.

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

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

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) Task Order Clauses

(4) Other Provisions of the Task Order Agreement

(5) The Statement of Work (Task Order)

(6) The Specifications (Task Order)

(7) The Drawings (Task Order)

(8) Exhibits and Other Attachments (Task Order)

III.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 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 Pegasys Document Number (PDN) assigned at award.

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

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

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

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

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

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(4) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at Office of the Chief Financial Officer. The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

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

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

(b) To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form SF87 and a completed Contractor Information Worksheet (CIW).

Detailed information is available at GSA Access Card. USAccess Credentialing Centers can be located at US Access Centers.

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

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

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

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

1. Authorized recipients.

a. Building information designated as CUI must be protected with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information, as defined in 32 C.F.R. § 2002.4(bb). Those with such a Lawful Government Purpose may include Federal, state, and local government entities, and non-governmental entities engaged in the conduct of business on behalf of or with GSA. Non-governmental entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract. Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov and have a Lawful Government Purpose to access such information. If a subcontractor is not registered in the SAM database and has a Lawful Government Purpose to possess CUI building information in furtherance of the contract, the subcontractor must provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor must keep this information related to the subcontractor for the duration of the contract and subcontract.

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

2. Dissemination of CUI building information:

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

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

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

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

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

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

5. Destroying CUI building information.