R8_IDIQ_JOCC_UT_-_Agreement_12.21.2018.pdf

GSA Solicitation No. 47PJ0019R0035 GSA Contract No. [assigned at award]

May 2018 Pages 1 of 48

(The Agreement)

Region 8 Single Award Indefinite-Delivery, Indefinite-Quantity Job Order Construction Contract for Projects in the State of Utah and in Grand Junction, CO

The Agreement

December 21, 2018

Notice to Offerors of Total Small Business Set-Aside

The General Services Administration (GSA) is setting aside the contract under the following:

52.219-6, Notice of Total Small Business Set Aside (Nov 2011)

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(The Agreement)

Table of Contents

I. Project Information

A. Contract and Project Summary B. The Contract C. Period of Performance D. Contract Values E. Geographic Areas F. Task Orders G. Buy American Exceptions H. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments I. Payment and Performance Bonds J. Work Conditions/Site Requirements K. Authorized Representative

II. Prices

A. Contract 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. Extensions of Time

E. Interpretation of Specifications and Drawings

F. Submittals

G. Substantial Completion and Contract Completion

H. Use and Possession Prior to Substantial Completion

I. Finality of Contract Modifications

J. Liquidated Damages

K. Insurance Requirements

L. Order of Precedence

M. Administrative Matters

N. Non-Compliance with Contract Requirements

O. Safeguarding Sensitive Data and Information Technology Resources

P. Working Hours Q. Electronic Project Management (ePM) R. Vendor Past Performance System S. Additional Terms and Conditions

IV. Contract Clauses

A. Clauses Incorporated in Full Text B. Clauses Incorporated by Reference

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(The Agreement)

I. Project Information

I.A. Contract and Project Summary

This is an indefinite-delivery, indefinite-quantity (IDIQ) job order construction contract (JOCC) for a single-award. One award will be made to cover the following Federal properties located in the states of Utah and Colorado:

Wallace F. Bennett Federal Building (UT0032ZZ) 125 South State Street Salt Lake City, UT 84318-1102

Forest Service Building (UT0010ZZ) 507 25th Street Ogden, UT 84601-4452

Frank E. Moss U.S. Courthouse (UT0017ZZ) 350 South Main Street Salt Lake City, UT 84101-2106

J. Will Robinson Federal Building (UT0014ZZ) 88 West 100 North Provo, UT 84601-4452

U.S. District Courthouse for the District Court of Utah (UT0018ZZ) 351 South West Temple Salt Lake City, UT 84101-2106

Wayne N. Aspinall Federal Building and U.S.

Courthouse (CO0018ZZ) 400 Rood Avenue Grand Junction, CO 81501-2550

James V. Hansen Federal Building (UT0035ZZ) 324 – 25th Street Ogden, UT 84401-2310

St. George Federal Office Building (UT0042ZZ) 196 East Tabernacle Street St. George, UT 84770-3467

IRS Service Center (UT0036ZZ) 1160 West 1200 South Ogden, UT 84404-5402

The work will be performed when authorized by properly executed task orders (GSA 300) which will be issued from time to time for various quantities and types of work provided for in this Contract. This authorized work shall be performed only at Government-owned buildings where GSA has either repair responsibility or authority. This Contract involves a base year and four (4) one-year options. The North American Industry Classification (NAICS) code for this project is 236220, Commercial and Institutional Building Construction, with a size standard of $36.5 million. The maximum value (total of the base and all optional periods) is $10,000,000.

The scope of work for the projects executed by task orders under the Contract include various construction improvements and activities requiring the Contractor to furnish all the necessary supervision, labor, parts, tools, materials, installation, disposal, equipment, etc., (except as may otherwise be provided for in the specifications). The scope of task orders issued through the IDIQ JOCC may include, but is not limited to repairs, alterations, renovations, tenant improvements, building envelopment components, building additions, and historic preservation.

The scope of task orders may include red-line drawings and as-built drawings that show deviations or modifications completed as part of the construction. Task orders may not include requirements for stamped drawings from a licensed architect or engineer.

I.B. The Contract

(1) The Contract consists of the Standard Form (SF) 1442 & Supplement, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, Amendments, Modifications, and other Attachments identified herein (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

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(The Agreement)

(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

The initial contract period 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 this Contract.

I.C.1. Option to Extend the Contract

FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

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 30 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 5 years.

I.D. Contract Values

The awarded Contractor will be guaranteed a minimum of $2,000.00 for the entire Contract duration (maximum potential of five (5) years), which can be satisfied by the award of one or more task orders during the first year of contract performance. In the event a firm receives awards of less than this guaranteed minimum, the Government will reimburse the Contractor for the difference between the actual obligation and the guaranteed minimum. The guaranteed minimum may only be executed during the base year.

The maximum value (total of the base and all option periods) of a contract awarded as a result of this solicitation is $10,000,000.00. Refer to Section IV.A. FAR 52.216-19 (Order Limitations) which specifies task order limitations. If the Government’s requirements for construction set forth in the Contract do not result in task orders in the amounts described throughout the

Contract, as estimated or maximum dollar values, the event shall not constitute the basis for an equitable price adjustment under any resultant Contract.

I.E. Geographic Areas

The initial geographic areas include a total of nine Federal properties in the states of Utah and

Colorado, and are covered by one single award IDIQ JOCC. The covered Federal properties and geographic areas are as follows:

Geographic Area 1

Wallace F. Bennett Federal Building (UT0032ZZ) 125 South State Street Salt Lake City, UT 84318-1102

Forest Service Building (UT0010ZZ) 507 25th Street Ogden, UT 84601-4452

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(The Agreement)

Geographic Area 1 (continued)

Frank E. Moss U.S. Courthouse (UT0017ZZ) 350 South Main Street Salt Lake City, UT 84101-2106

J. Will Robinson Federal Building (UT0014ZZ) 88 West 100 North Provo, UT 84601-4452

James V. Hansen Federal Building (UT0035ZZ) 324 – 25th Street Ogden, UT 84401-2310

IRS Service Center (UT0036ZZ) 1160 West 1200 South Ogden, UT 84404-5402

U.S. District Courthouse for the District Court of Utah (UT0018ZZ) 351 South West Temple Salt Lake City, UT 84101-2106

Geographic Area 2:

St. George Federal Office Building (UT0042ZZ) 196 East Tabernacle Street St. George, UT 84770-3467

Wayne N. Aspinall Federal Building and U.S.

Courthouse (CO0018ZZ) 400 Rood Avenue Grand Junction, CO 81501-2550

The GSA reserves the right to add to the awarded single award IDIQ JOCC additional Federal properties within the states of Utah, Colorado, Wyoming, Montana, North Dakota, or South

Dakota. Any added properties require bilateral agreement between the Contractor and

Government through modification to the Contract.

I.F. Definitions

The terms defined in this section are applicable to the entire Agreement.

I.F.1. “Ordering Official” means a person with written designated authority from the JOCC

Contracting Officer to use the Contract for the placement of task orders, and a person with the ordering authority to bind the United States to the obligations of the task order on behalf of their respective agency.

I.F.2. “JOCC Contracting Officer” means the designated and authorized GSA representative under this Contract (see Section I.K.).

I.F. Task Orders

Task orders issued shall include, but not be limited to the following information:

(a) date of order;

(b) contract and delivery order number;

(c) appropriation and accounting data;

(d) description of the services to be performed;

(e) place of performance;

(f) period of time in which the services are to be performed;

(g) list of government-furnished material and the estimated value thereof, if applicable;

(h) description of project and/or building specific conditions (if any)

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(The Agreement)

(i) other pertinent information such as drawings, sketches, and scope of work as appropriate;

(j) inspection/acceptance;

(k) invoice/payment information;

(l) performance and payment bond requirements, as applicable; and

(m) signature of authorized Ordering Official.

I.F.1. Task Order Performance Periods

The time for completion for each task order shall be determined under each individual task order. Task orders under this Contract may be awarded by the designated ordering officials at any time within the Contract period. The actual performance of the work may extend beyond the Contract period.

Each task order must specify dates for the start and completion of work. The start date shall not be less than five (5) calendar days (except as may be otherwise agreed upon and between the Ordering Official and the contractor) after issuance of the task order. Time shall be computed based on the date the task order was received by the Contractor.

I.F.2. Liquidated Damages Rate

Liquidated Damages are established at a rate of $140.86 per day for task orders issued under the Contract. This amount 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.F.3. Additional Task Order Terms and Conditions

I.F.3.a. Task orders under this Contract shall be ordered on GSA Form 300 by a designated Ordering Official, for various quantities and types of work provided for in this Contract.

The General Services Administration (GSA), Public Buildings Service (PBS), Region 8 (hereinafter also referred to as “Region 8”) awarded the base JOCC, and is responsible for the administration of the Contract. The JOCC Contracting Officer automatically delegates rights to order to any GSA, PBS contracting officer with a warrant that would cover the amount of the task.

In addition, the JOCC Contracting Officer may delegate ordering authority to other Government Ordering Officials. Ordering Officials seeking authority to place an order against the JOCC must submit their request to the JOCC Contracting Officer. This request should include a copy of the ordering authority made available to an individual by the agency that has granted it (most often seen as an 1102 contracting officer’s warrant), the estimated dollar value of the order, and anticipated performance dates. Orders may not be placed until a delegation letter is received from the contracting officer administering the JOCC.

The Ordering Officials will be responsible for placing the orders in the applicable contract writing system. When publishing to FPDS-NG, the Ordering Official is responsible for properly identifying the base contract award for proper reporting to congress. Additionally, the Ordering Official is responsible for accomplishing necessary administration, final closeout, and the settlement of any claims or disputes which arise from the order subject to the regulations and limitations set forth in the FAR, GSAM, and provisions of the subject Contract.

I.F.3.b. For each task order, the Ordering Official should specify the amount of time requested for receipt of pricing from the Contractor. The Ordering Official may request other support

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(The Agreement) documentation for the submitted pricing. As referenced in FAR subpart 16.505(b)(3), the Ordering Official may use the policies and methods described in subpart 15.4 to effectively evaluate and negotiate pricing. The Ordering Official must submit the request for order through a written form of communication such as fax, email, or written request.

I.I.3.c. Any task order issued during the effective period of this Contract, and not completed within the period, shall be completed by the Contractor within the time specified in the task order. The Contract shall govern the Contractor and Government’s rights and obligations with respect to that order as if the order were completed during the Contract period.

I.I.3.d. The prevailing wage rates required by the Construction Wage Rate Requirements are issued annually, with the base and each/any option, and will apply to each task order issued within that respective one-year period. Refer to FAR 52.222-30. No adjustment will be allowed to the proposed bid factors for each period (base and each/any option).

I.I.3.e. Tax Exempt Status

Each contract is subject to its respective tax exempt status, as it varies by state.

Tax exemption letters and certificates will be furnished to the awarded contractor by the Contracting Officer/Ordering Official upon request from the Contractor.

Invoices should be retained by the purchasing contractor/subcontractor as required by law.

Invoices shall be furnished to the Ordering Official upon request for supplies purchased, used and consumed in fulfilling the project.

Issuance of the 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.

I.I.3.f. IDIQ JOCC Tracking Sheet

The Ordering Official is responsible for submitting the requested information into a tracking sheet for the IDIQ JOCC. The GSA JOCC Contracting Officer will provide further information with the delegation of authority for the task order.

I.G. Buy American Exceptions

Bid factors submitted by contractors shall assume no exceptions to Buy American Requirements.

See Section IV.A. 52.225-9 Buy American—Construction Materials (May 2014).

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

The following documents are incorporated by reference into this Contract.

(1) The Agreement

(2) SF 1442 and Supplement to SF 1442

(3) Wage Determinations – Attachment “A” to the Agreement

(4) 2019 Facilities Construction Cost with RSMeans Data and all ANNUALLY

UPDATED versions throughout the life of the contract

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(The Agreement)

I.I. Payment and Performance Bonds

I.I.1. The Ordering Official should specify in the task order whether performance and payment bonds are required for the resultant task order. Performance and payment bonds may be required in accordance with FAR 52.228-15.

I.I.2. Offerors are instructed to provide, in a percentage, what the rate of bonding will be. The percentage will be applied to any task orders that meet bonding requirements.

I.I.3. Notice to prospective offerors on the use of individual sureties (if applicable – only if not using a corporate surety)

In addition to the information required under the above referenced FAR and GSAM clauses, the following information is required in support of Standard Form (SF 28), "AFFIDAVIT OF

INDIVIDUAL SURETY":

(1) A current list of all other bonds on which the individual is a surety and bonds for which the individual is requesting to be a surety.

(2) CPA - certified balance sheet(s) and income statements(s) with a signed opinion for each individual surety.

The above referenced information will be utilized by the Contracting Officer to determine the acceptability of individuals proposed as sureties.

I.J. Work Conditions/Site Requirements

Knowledge of Conditions Affecting Price. Clauses FAR 52.236-27, Site Visit - Construction, FAR 52.236-3, Site Investigations and Conditions Affecting the Work, and 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.

The Contractor shall be presumed to have established its bid factor 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.

Contractors are urged and expected to inspect the site where the work will be performed, and tasks orders will provide instructions on how and when visits can be conducted.

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 this Contract and any task orders resulting from this Contract (including, but not limited to specifications, drawings and written amendments to the order requests). In the event the discussion or questions raised during the site visit or preproposal conference indicate a need to modify the order request, an amendment to the order will be issued in writing.

Each individual task order will specify any known, unique site requirements.

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I.K. 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:

Contracting Officer Name: Courtney Westlie Address: 1 Denver Federal Center, Building 41, Lakewood, CO, 80225 Telephone: 303-550-3396 Email: courtney.westlie@gsa.gov

(2) GSAM 552.236-71, Authorities and Limitations, is incorporated by reference in this Contract.

(3) The Contracting Officer identified in I.J.1 will provide awardee with the warranted GSA ordering officials for this Contract at time of award.

mailto:courtney.westlie@gsa.gov mailto:courtney.westlie@gsa.gov

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(The Agreement)

II. Prices

II.A. Contract Pricing

Pricing for this Contract will be based upon the 2019 Facilities Construction Cost with RSMeans Data Book (hereafter referred to as the RS Means Book). The RS Means Book will be used for the duration of this Contract. The version of RS Means Book that is current on the date of contract award shall be utilized until each option period is exercised. Thereafter, the calendar year edition/version of the RS Means Book that is current on the date that each option is exercised shall be utilized. This book may be purchased through:

RS Means 1099 Hingham Street, Suite 201 Rockland, MA 02370 1-800-334-3509 https://www.rsmeans.com/products/books.aspx

The “Total Incl O&P” cost from the RS Means Book, when multiplied by the offeror’s proposed bid factor, will establish task order pricing. The “Total Incl O&P” cost of a unit of work will be determined by the RS Means column entitled “Total Incl O&P”, NOT the column entitled “Bare Cost”.

NOTES:

1. The City Cost Index from the RS Means Book will NOT be applied to the “Total Incl O&P” Costs. Any adjustment for location must be included in the offeror’s bid factor.

2. Additionally the Division 1 – General Requirements section from the RS Means Book will NOT be allowed when pricing task orders under the contract. Any consideration for Division 1 – General Requirements must be included in the offerors bid factor.

3. Additionally, the Assemblies Section from the RS Means Book will NOT be allowed when pricing task orders under the contract.

EXAMPLE: A bid factor of 0.85 would result in 85 percent of the listed “Total Incl O&P” Cost when establishing pricing within the Task Order; and 1.00 would leave the actual “Total Incl O&P” Cost values as your proposed pricing.

Firm-Fixed Price Job Order Example: The following sample calculations illustrate how Task Order pricing will be established using the RS Means Book and contractor’s bid factor. All bid factors, “Total Incl O&P” costs, and dollar figures are fictitious.

“Total Incl O&P” Cost (Labor, Material and Equipment) $10,000.00 Bid Factor (Base Year) – Geographic Area 1 @ 85% X 0.85

TOTAL JOB ORDER PRICE $8,500.00

The bid factors are proposed as a percentage (in decimal format) increase or decrease to the RS Means Book. The offeror shall limit the bid factors to two (2) decimal places.

The offeror shall propose a base year bid factor and an option year bid factor for each option year.

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(The Agreement)

The offeror’s Bid Factors must be ALL INCLUSIVE and shall include, but is not limited to, the following costs:

1. Labor

2. Materials

3. Equipment

4. Subcontractor costs

5. Subcontractor mark-ups

6. General / Prime Contractor Overhead

7. General / Prime Contractor Profit and risk

8. Social security contributions

9. General insurances

10. Workman’s compensations insurance

11. State unemployment insurance

12. Federal unemployment insurance

13. Mobilization and demobilization costs

14. Site cleanup

15. Labor adjustments between the RS Means given labor rates and the

Davis/Bacon Labor Rates included in the contract

16. Supervision

17. Quality control

18. Transportation of contractor’s personnel to, from, and within the job site

19. Shipping of all materials to the jobsite

20. Lodging and per-diem

21. Adjustment factors to account for small jobs

22. Incidental tools and equipment

23. Submittals

24. Job Order preparation costs

25. All contingencies

26. All Division 1 - General Requirements

27. All requirements of the Contract

II.B. Contract Price Form

See the attached SF 1442 and Supplement to SF 1442.

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(The Agreement)

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 an Ordering Official with designated authority has issued a notice to proceed for the specified task order. The Contractor shall diligently prosecute the work so as to achieve substantial completion of the work, as defined in Section III (Terms and Conditions), “Substantial Completion and Contract Completion” clause, within the time specified in the task order. The period of performance for a task order may fall outside the duration of the initial base year award and any subsequent option years specified in Section I (Project Information), “Period of Performance” clause, as long as the order placement date occurs within the effective period of performance of the Contract. If the Contract specifies different completion dates for different phases or portions of the work, the Contractor shall diligently prosecute the work so as to achieve substantial completion of such phases or portions of the work within the times specified.

III.B. Contractor Responsibilities

III.B.1. For the purposes of FAR 52.236-1 Performance of Work by the Contractor, the

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

III.B.2. Unless otherwise expressly stated in the Contract, the Contractor shall be responsible for all means and methods employed in the performance of the Contract.

III.B.3. The Contractor shall not be responsible for providing professional design services.

III.B.4. 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.

III.B.5. 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 Ordering Official 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.

III.B.6. 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.

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III.B.7. 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 Ordering Official in writing. If the Contractor performs any of the work prior to notifying and receiving direction from the Ordering Official, the Contractor shall assume full responsibility for correction of such work, and any fees or penalties that may be assessed for non-compliance.

III.B.8. The Contractor shall immediately bring to the Ordering Official'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.

III.B.9. The Contractor must submit a safety plan before commencing work.

III.B.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.B.11. 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.

III.B.12. 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.

III.C. Contractor Management and Personnel

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

III.C.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.

III.C.2. The Contractor shall provide a full time superintendent while work under each task order is being performed and ensure that his superintendent and superintendence by his subcontractors is maintained on a full-time basis at the site until work required by each task order and the contract is completed including acceptable completion of all work necessary to correct deficiencies and omissions discovered during final inspection. No change in superintending personnel will be allowed without prior approval of the JOCC Contracting Officer.

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During the execution of each task order, the designated superintendent shall respond appropriately within 24 hours of being contacted by the owner representative.

III.C.3. 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.

III.C.4. 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.

III.D. Extensions of Time

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

III.D.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 shall propose as a new Substantial Completion date to account for the impact.

The Contractor shall submit a written request to the Ordering Official setting forth facts and analysis in sufficient detail to enable the Ordering Official to evaluate the Contractor's entitlement to an extension of time.

III.D.2. The Contractor shall only be entitled to an extension of time to the extent that (a)

Substantial Completion of the work is delayed by causes for which the Contractor is not responsible under the task order, and (b) the actual or projected Substantial Completion date is later than the date required by the task order for Substantial Completion.

III.D.3. The Contractor shall not be entitled to an extension of time if the Contractor has not effectively provided sufficient data to the Ordering Official for evaluation in a timely manner.

III.D.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 in compliance with this clause.

III.E. Interpretation of Specifications and Drawings

FAR 52.236-21, Specifications and Drawings for Construction, and GSAM 552.236-77, Specifications and Drawings, are supplemented as follows:

III.E.1. Different requirements within the Contract Documents shall be deemed inconsistent only if compliance with both cannot be achieved.

III.E.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.

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III.F. Submittals

FAR 52.236-21, Specifications and Drawings for Construction, GSAM 552.236-78, Shop

Drawings, Coordination Drawings, and Schedules, and GSAM 552.236-79, Samples are supplemented as follows:

III.F.1. The Contractor shall prepare and submit to the Ordering Official 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. 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

Ordering Official.

III.F.2. The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Ordering Official has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk; should the

Ordering Official 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

Ordering Official's determination. The Ordering Official 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.

III.F.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.G. Substantial Completion and Contract Completion

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

III.G.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 work shall be deemed complete when it is “Substantially Complete.” The work for a task order shall be deemed "Substantially Complete" if and only if the Contractor has completed the work and related task order obligations in accordance with the terms and conditions of the IDIQ JOCC and 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

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(The Agreement)

Authority Having Jurisdiction, where such acceptance is required under the task order obligations and this Contract.

III.G.2. With reasonable advance notice, the Contractor shall submit to the Ordering Official a written proposal recommending a Substantial Completion date (Notice of Substantial

Completion). The Ordering Official shall conduct inspections and make a determination of

Substantial Completion within a reasonable time. If the Ordering Official takes exception to the

Notice of Substantial Completion, the Contractor shall be entitled to a written notice of conditions precluding determination of Substantial Completion.

III.G.3. The Contractor shall only be entitled to an extension of time to address such conditions if, and to the extent that, the Ordering Official provides notice of such conditions more than thirty

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

III.G.4. Substantial Completion shall be established by the Ordering Official's issuance of a written determination specifying the date upon which the work is substantially complete.

III.G.5. The Contract is complete (Contract Completion) if and only if the Contractor has completed all work and related Contract obligations, corrected all deficiencies and all punch list items for all task orders under the Contract, and complied with all conditions for final payment for any outstanding task orders.

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

III.G.7. Unless otherwise specifically noted, or otherwise clear from context, all references to

"acceptance" in this Contract and any resultant task orders shall refer to issuance of a written determination of Substantial Completion.

III.G.8. The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after complete of the task order under the Contract. If the Contractor does not achieve task order 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.H. 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.

May 2018 Pages 17 of 48

(The Agreement)

III.I. 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.J. Liquidated Damages

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

III.J.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 each task orders, the Contractor shall be liable to the Government for liquidated damages at the rate specified in each task order for each calendar day following the required completion date that the work is not Substantially Complete.

III.J.2. If the Contract 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.

III.J.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.K. Insurance Requirements

III.K.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 GSAM

552.228-5, Government as Additional Insured.

III.K.1.a. Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least

$100,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

III.K.1.b. Broad form comprehensive commercial general liability insurance in the amount of at least $500,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

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(The Agreement)

III.K.1.c. Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $200,000 per person and

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

III.K.2. The Contractor shall promptly provide to the JOCC 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 JOCC Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.L. 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) Contract Clauses (Section IV of the Agreement)

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

(3) Statement of Work, Specifications, Drawings, Exhibits and Other Attachments

(Section I.H. of the Agreement)

(4) Task Order Clauses

(5) Other Provisions of the Task Orders

(6) The Statement of Work – Task Orders

(7) The Specifications – Task Orders

(8) The Drawings – Task Orders

(9) Exhibits and Other Attachments – Task Orders

All Task Orders are subject to the Contract requirements. In case of inconsistency between a

Task Order and the Contract, the Contract shall control due to Order of Precedence.

III.M. Administrative Matters

III.M.1. Payments FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented as follows:

III.M.1.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.

III.M.1.b. The Contractor shall submit its invoices to the Ordering Official. Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

III.M.1.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 Ordering Official may return the invoice to the Contractor without payment for

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(The Agreement) correction. If the Ordering Official disputes the requested payment amount, the Government may pay the portion of the requested payment that is undisputed.

III.M.1.d. Electronic invoicing and the submission of other documents required for payment is acceptable by submitting to the designated billing office specified in this Contract or task order with a courtesy copy to the Contract Specialist, Contracting Officer, Ordering Official, Project Manager and COR where applicable. Electronic invoicing only relieves the contractor of submitting hard copies of documents. It does not relieve the contractor of any required forms or information mandated by this contract.

III.M.1.e. Invoices must include the Account Document Number (ADN) assigned at award.

III.M.1.f. The Contractor shall submit the following information or documentation with each invoice:

(i) If progress payments are requested, GSA Form 184, 184A and/or 184B, and 184C (if applicable) - Construction Progress Report (Construction Phases Only), including the updated Schedule of Values upon which the payment request is based;

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

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

(iv) Additional documentation:

1. Normally, a single payment for all work performed for each task order will be made upon formal inspection and acceptance. However, the Contractor is entitled to monthly payment as the work proceeds. Consequently, where the time for completion of the work to be performed exceeds one month or when unanticipated delays occur, a progress payment to the Contractor may be issued.

2. The Contractor is required to bill the ordering agency in accordance with the billing instructions furnished on the ordering agency's task order. The ordering agency is responsible for timely payment and for resolving any billing problems in regard to orders they place.

III.M.1.g. GSA will not be obligated to issue final payment unless the Contractor has furnished to the Ordering Official a release of claims against the Government relating to this Contract, and submitted all required product warranties, as-built drawings, operating manuals, and other items as specified in the Contract and task order. 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.

III.M.2. 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

III.M.3. Payment Information The General Services Administration (GSA) makes information on contract payments available electronically at http://www.finance.gsa.gov. The Contractor http://www.finance.gsa.gov/

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(The Agreement) 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.

III.M.4. Security Clearances and Safeguarding Sensitive But Unclassified (SBU) Building

Information

See Attachment B.

III.N. Non-Compliance with Task Order Requirements

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

III.O. Safeguarding Sensitive Data and Information Technology Resources

In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT) resources, including awardees, contractors, subcontractors, lessors, suppliers and manufacturers. The following GSA policies must be followed. These policies can be found at http://www.gsa.gov/directives.

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

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

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

Agency and Contractor Employees with Significant Security Responsibilities

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

5. CIO 2105.1 C CHGE 1 GSA Section 508: Managing Electronic and Information

Technology for Individuals with Disabilities

6. CIO 2106.1 GSA Social Media Policy

7. CIO 2107.1 Implementation of the Online Resource Reservation Software

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

9. CIO 2162.1 Digital Signatures

10. CIO P 2165.2 GSA Telecommunications Policy

11. CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information

(Pll)

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

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

14. CIO IL-13-01 Mobile Devices and Applications

15. CIO 2102 Information Technology (IT) Integration Policy

16. HCO 9297.1 GSA Data Release Policy

17. HCO 9297.2B GSA Information Breach Notification Policy

18. ADM P 9732.1 D Suitability and Personnel Security

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

http://www.gsa.gov/directives

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(The Agreement)

III.P. Working Hours

For the purposes of the contract pricing and establishing a bid factor, normal work hours shall mean 6:00 a.m. through 6:00 p.m. Monday through Friday and exclude Federal Holidays. For task orders, normal work hours are to be determined because they are unique to each building.

However, normal work hours will still be within the range of 6:00 a.m. to 6:00 p.m.

The bid factor for afterhours work…