10 Round 9 Zonal Agreement Louisiana 2022 3 01.pdf

Sol. Reference No: 47PH0818R0004 GSA Contract No. 47PH0822DXXXX

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

The Agreement

Table of Contents

I. Project Information A. Contract Summary B. The Contract C. Period of Performance D. Work Conditions/Site Requirements E. Authorized Representative F. Liquidated Damages Rate G. Buy American Exceptions H. Statement of Work and Other Attachments

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

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

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

I. Project Information

I.A. Contract Summary

This is a Multiple Award Indefinite-Delivery Indefinite-Quantity (IDIQ) contract for construction services to provide for various repairs, alterations and renovations to federally owned and leased facilities serviced by the Greater Southwest Region 7 of the General Services Administration (GSA) and located throughout the Louisiana Zone (see Table 1 below). Construction services consist of interior and exterior building construction, and repair and alterations, including but not limited to: electrical, carpentry, masonry, plumbing, mechanical, architectural, landscaping which is incidental to repair or alteration, storm drainage, exterior renovations, demolition services, earthwork, pavement repair, and other miscellaneous civil work. Abatement services that are incidental to repair and alteration projects are also included. The work to be performed under the terms of this contract includes, but is not limited to: renovations, wall partition construction, modification and alteration of floor and wall mounted signal and power outlets to be included in the modification of associated conduit, surface mounted raceway, and various under floor duct systems; installation of new and the alteration of existing power panels; carpet and carpet tile installation; painting; HVAC duct work modification and repair; door, door frame, and door set hardware installation; communications cabling; grid ceiling and lighting installation and modification; modification of existing building fire sprinkler systems; and other such related work which would be outlined in task order and job drawings. The design-build requirements of a project can include, but are not limited to, review and evaluation of the concept, design development and construction document submission for constructability, value engineering or alternate means and methods recommendations, identification of any problems or errors in the design documentation, consultation/coordination with GSA during construction document production, project schedule development, primary cost estimates during design development and construction documents, and development of subcontractor and supplier interest. The abatement requirements of a project can include asbestos, lead, mold, and polychlorinated biphenyls (PCB).

The term of the contract will be for one (1) base period with one (1) one (1) year option period. The contract includes pre-negotiated RSMeans coefficient factors by division: one set of factors to be applied to projects which have a proposed total price between $3,500 and up to and including the Simplified Acquisition Threshold (SAT); one set of factors to be applied to projects which have a proposed total price above the SAT; and one single factor to be applied to projects which have a proposed total price at or below $3,500. Coefficient factors should be applied to RSMeans Bare Cost pricing, not RSMeans with O&P already applied. The contract will also include Other Than Normal Working Hours (OTNWH) factors.

I.B. The Contract

(1) The Contract consists of the SF 1442; the Pricing Proposal Form; the Agreement; Solicitation sections I.E., II.F., III.G., and IV; the Statement of Work; Specifications; Drawings; Exhibits;

Amendments; Modifications; and other Attachments identified herein (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

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

I.C. Period of Performance

(1) Commencement. The Contractor shall commence performance of the Work within * days after the Contractor receives the Notice to Proceed (NTP).

* NOTE: Commencement for individual Task Orders will vary from Task Order to Task Order. Period of performance for Task Orders will be stated in the Task Order’s Statement of Work.

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

(NTP).

*NOTE: Substantial Completion for individual Task Orders will vary from Task Order to Task Order.

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

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

I.D. Work Conditions/Site Requirements

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

I.E. Authorized Representative

(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:

IDIQ Contracting Officer Name: Matthew Deptuch Address: 819 Taylor Street, Room 12B01

Fort Worth, TX 76102 Email: matthew.deptuch@gsa.gov

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

I.F. Liquidated Damages Rate

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

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

I.G. Buy American Exceptions

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

I.H. Statement of Work and Other Attachments

The following documents are incorporated by reference into this Contract.

(1) Solicitation 48PH0818R0004 sections I.E., II.F., III.G., and IV

(2) This Agreement

(3) Solicitation Response Form

(4) Pricing Proposal Form, see Solicitation section II.C “Price Proposal” mailto:matthew.deptuch@gsa.gov

(5) IDIQ Statement of Work (IDIQ SOW) for Solicitation 47PH0818R0004

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

(7) Standard Form 1442

(8) Zonal Map

(9) Task Order price proposal format instructions

II. Prices

II.A. Basis of Pricing

(1) Contract Prices. All negotiated Task Order prices associated with this contract shall include all costs necessary to complete the work, including, but not limited to, the cost of work performed by subcontractors and consultants, direct costs, indirect costs, fees, expenses, taxes, and profit. RSMeans divisional coefficient factors and the single factor for projects proposed to be less than or equal to $3,500 (on the Pricing Proposal Form in Excel format) include, but are not limited to, all markups, indirect costs, profit, and overhead for both the General Contractor and Subcontractors. General Contractor overhead and profit shall not be listed as separate line items for Task Order proposals under this contract. Badging costs and costs associated with access to required RSMeans book titles are considered overhead. Separate markups for subcontractors, indirect costs, profit, or overhead within Task Order proposals is not allowed. Direct costs, including but not limited to Project Management, On-Site Supervision and necessary and reasonable travel which are directly allocable to a specific Task Order, should be separately identified in each Task Order’s price proposal as individual items, and not included in the RSMeans coefficient factors.

Divisional coefficient factors and the single factor for projects proposed to be less than or equal to $3,500 should be applied to RSMeans Bare Cost pricing, not RSMeans with overhead and profit already applied. The Other Than Normal Working Hours (OTNWH) rate should be applied only to the value of labor hours which are proposed to be accomplished outside of normal business hours as stated/required in the task order Statement of Work. This rate will be applied after the labor value has already been burdened via the divisional coefficient factors or the single factor for projects proposed to be less than or equal to $3,500. The OTNWH rate itself does not include again the overhead, profit, or other indirect costs that are already covered by the divisional coefficient factors or the single factor for projects proposed to be less than or equal to $3,500 but can include indirect costs and profit on the OTNWH increase itself.

Although RSMeans pricing is adjusted regularly and is dependent upon the zip code of the project, the pre-negotiated coefficient factors are valid for the life of the IDIQ contract, including exercised option periods (if any). The pre-negotiated RSMeans coefficients are only required to be used in a Task Order (TO) price proposal (and associated TO modifications) when the TO Request for Proposal (TO RFP) is limited to contractors in the primary geographic zone. For any project for which competition is opened to one or more secondary zones, the pre-negotiated RSMeans coefficients are not required to be used for that project, for any task order offeror under that TO RFP (although they can be used). Contractors must use RSMeans line items to prepare task order proposals using the Facilities Construction and Facilities Maintenance & Repair Open Titles.

(2) Knowledge of Conditions Affecting Price. Clauses FAR 52.236-27, Site Visit (Construction), FAR 52.236-2, Differing Site Conditions, and FAR 52.236-3, Site Investigation and Conditions Affecting the Work, are 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.

Contractors are urged and expected to inspect the Task Order site where the work will be performed and Task Order Contracting Officers will provide instructions on how and when visits can be conducted.

No oral statement made by a Government representative during any Task Order 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 TO RFP). In the event the discussion or questions raised during the TO site visit or preproposal conference indicate a need to modify the request for proposals, an amendment to the TO RFP will be issued in writing.

II.B. Contract Price Form

Solicitation 47PH0818R0004 Pricing Proposal Form, see Solicitation section II.C “Price Proposal”.

III. Terms and Conditions

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

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

The Contractor shall not commence the Work until the Task Order Contracting Officer has issued Notice to Proceed (NTP). The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in the Task Order documents.

III.B. Contractor Responsibilities

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

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

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

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

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

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

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

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

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

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

III.C. Contractor Management and Personnel

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

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

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

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

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

III.D. Project Schedule

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

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

Documents.

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

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

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

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

(7) Activity durations shall be based upon reasonable and realistic allocation of the resources required to complete each activity, given physical and logistical constraints on the performance of the Work. All logic shall validly reflect physical or logistical constraints on relationships between activities.

Except for the first and last activities in the Project Schedule, each activity shall have at least one predecessor and one successor relationship to form a logically connected network plan from NTP to the Task Order Completion date.

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

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

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

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

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

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

III.E. Extensions of Time

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

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

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

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

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

III.F. Interpretation of Specifications and Drawings

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

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

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

III.G. Submittals

FAR 52.236-21, Specifications and Drawings for Construction, and GSAR 552.236-72, Submittals are supplemented as follows:

(1) The Contractor shall prepare and submit to the Task Order Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Task Order requirements for all Work components as specified in the Task Order. If particular submittal requirements are not specified for a component of the Work, the Contractor shall prepare submittals for such Work as directed by the Task Order Contracting Officer.

(2) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Task Order Contracting Officer has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk; should the Task Order Contracting Officer subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time required to comply with the Task Order Contracting Officer's determination. The Task Order Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

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

III.H. Substantial Completion and Contract Completion

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

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

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

(3) The Contractor shall only be entitled to an extension of time to address such conditions if, and to the extent that, the Task Order Contracting Officer provides notice of such conditions more than thirty

(30) calendar days after receipt of the Notice of Substantial Completion.

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

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

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

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

III.I. Use and Possession Prior to Substantial Completion

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

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

III.J. Finality of Contract Modifications

As set forth elsewhere in this Contract and in the Task Orders, 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. The set of RSMeans coefficient factors which is used in the initial negotiation and award of a task order will continue to be used for all modifications to that task order, even if modifications increase or decrease the total value of the task order beyond the threshold for that set of factors. Unless otherwise explicitly stated in a modification to a Task Order providing such consideration, adjustments to the Task Order price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to compensation on account of the change or other condition giving rise to the modification.

III.K. Liquidated Damages

FAR 52.211-12, Liquidated Damages - Construction is supplemented as follows:

(1) 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 within the time specified in the Task Order, 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.

(2) If the Task Order requires different completion dates for different phases or portions of the Work, the Contractor shall be liable for liquidated damages at the specified rate for each calendar day following the required completion date that the phase or portion of Work is not Substantially Complete.

If a single rate is specified, the specified rate shall be apportioned between the different phases or portions of the Work.

(3) If the Government elects to accept any portion of the Work not specifically designated as a phase or portion of Work with its own required completion date, the liquidated damage rate shall be apportioned between accepted work and uncompleted work, and the Contractor's liability for liquidated damages shall be computed accordingly.

III.L. Insurance Requirements

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

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $1,000,000.

If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

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

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

(2) The Contractor shall promptly provide to the IDIQ Contracting Officer proof that it has obtained insurance required by the Contract in the form of certificates of insurance, by email. The Contractor shall submit to the IDIQ Contracting Officer all renewal certificates issued during the life of this Contract, immediately upon issuance. Certificates should be submitted in electronic format via email, rather than as a hardcopy, and must include the base IDIQ contract number on the face of the certificate.

(3) GSAR 552.228-5 Government as Additional Insured (JAN 2016)

(a) This clause supplements the requirements set forth in FAR clause 52.228-5, Insurance– Work on a Government Installation.

(b) Each insurance policy required under this contract, other than workers’ compensation insurance, shall contain an endorsement naming the United States as an additional insured with respect to operations performed under this contract. The insurance carrier is required to waive all subrogation rights against any of the named insured.

(End of clause)

(4) Non-compliance with insurance requirements, or failure to maintain required types and amounts of insurance during the life of the Contract, will fall under section III.O. of this Agreement.

III.M. Order of Precedence

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

(1) Section IV of the IDIQ Agreement

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

(3) Task Order Clauses (within the Task Order Agreement)

(4) Other Provisions of the Task Order Agreement (within the Task Order Agreement)

(5) The Statement of Work (Task Order)

(6) The Specifications (Task Order)

(7) The Drawings (Task Order)

(8) Exhibits and Other Attachments (Task Order)

III.N. Administrative Matters

The following applies to any Task Order issued as a result of this Contract:

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

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

Task Order price as stipulated in the Task Order RFP.

(3) Payments. FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented as follows:

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

(b) The Contractor shall submit its invoices to the designated billing office in the Task Order.

Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

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

(d) Invoices shall be submitted to the designated billing office specified in this Contract or in individual Task Orders.

(e) Invoices must include the Pegasys Document Number (PDN) assigned at Task Order award.

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

(1) GSA Form 184A and/or 184B - Construction Progress Report (Construction Phases Only) or AIA Form G702;

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

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

(4) Additional documentation: Certified weekly payrolls. Further additional documentation, if applicable, could vary from Task Order to Task Order.

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

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

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(5) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at http://www.finance.gsa.gov. The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

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

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

(b) To obtain an EOD determination, and GSA Access Card, if required, Contractor shall submit for all such personnel a completed Contractor Information Worksheet (CIW), and fingerprints at a USAccess Credentialing Center, or on Form SF87 (if GSA Access Card is not required). Detailed information is available at http://www.gsa.gov/portal/category/107203 . USAccess Credentialing Centers can be located at http://www.fedidcard.gov/centerlist.aspx .

(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.

(7) Safeguarding and Dissemination of Sensitive But Unclassified (SBU) Building Information. This clause applies to all recipients of SBU building information, including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

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

(b) Authorized recipients.

(1) Building information designated SBU must be protected with access strictly controlled and limited to those individuals having a legitimate business need to know such information. Those with a need to know may include Federal, State and local government entities, and nongovernment entities engaged in the conduct of business on behalf of or with GSA. Nongovernment entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract.

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

Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov and have a legitimate business need to know such information. If a subcontractor is not registered in the SAM and has a need to possess SBU building information, the subcontractor shall provide to the contractor its DUNS number or its tax ID number and a copy of its business license.

The contractor shall keep this information related to the subcontractor for the duration of the contract and subcontract.

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

c. Dissemination of SBU building information:

(i) By electronic transmission. Electronic transmission of SBU information outside of the GSA network must use session encryption (or alternatively, file encryption).

Encryption must be via an approved NIST algorithm with a valid certification, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules per GSA policy.

(ii) By nonelectronic form or on portable electronic data storage devices. Portable electronic data storage devices include, but are not limited to CDs, DVDs, and USB drives. Nonelectronic forms of SBU building information include paper documents, among other formats.

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

2) In person. Contractors must provide SBU building information only to authorized recipients with a need to know such information. Further information on authorized recipients is found in Section 2 of this clause.

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

e. Safeguarding SBU documents. SBU building information (both electronic and paper formats) must be protected, with access strictly controlled and limited to those individuals having a legitimate business need to know such information. GSA contractors and subcontractors must not take SBU building information outside of GSA or their own facilities or network, except as necessary for the performance of that contract. Access to the information must be limited to those with a legitimate business need to know.

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

g. Notice of disposal. The contractor must notify the CO that all SBU building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 6 of this clause, with the exception of the contractor's record copy. This notice must be submitted to the CO at the completion of the contract to receive final payment. For leases, this notice must be submitted to the CO at the completion of the lease term. The contractor may return the SBU documents to the CO rather than destroying them.

h. Incidents. All improper disclosures of SBU building information must be immediately reported to the Task Order Contracting Officer. If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of SBU building information. Progress payments may also be withheld for failure to comply with any provision in this clause until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the clause in the future.

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

III.O. Non-Compliance with Contract Requirements

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

III.P. Safeguarding Sensitive Data and Information Technology Resources

In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT)…