TAB_10_GSA_Agreement_CMc_Services_IRS_Project_0001_0002.pdf

Solicitation Reference No. 47PJ0019R0203 Contract Reference No. [assigned at award]

Document: CMc101/APRIL 2019 (The Agreement)

Construction Manager as Constructor (CMc) Contract for:

IRS Service Center Limited Scope Modernization

IRS Service Center, 1160 W 1200 S, Ogden, UT 84404-5402

The Agreement

TABLE OF CONTENTS

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

II. Prices

A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. Definitions B. Contractor Responsibilities C. Contractor Management and Personnel D. Project Schedule E. Submittals F. Finality of Contract Modifications G. Liquidated Damages H. Insurance Requirements I. Performance and Payment Bonds J. Order of Precedence K. Administrative Matters L. Non-Compliance with Contract Requirements M. Safeguarding Sensitive Data and Information Technology Resources N. Apprenticeship Plans O. Equal Employment Opportunity Plan P. Additional Terms and Conditions

IV. Contract Clauses A. Public Building Services Contract Clauses (CMc Class Deviation CD-2019-02) B. Clauses Incorporated in Full Text

i. FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA- Designated Items (May 08)

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

iii. GSAR 552.204-70 Representation Regarding Certain Telecommunications and Video

Surveillance Services and Equipment

iv. GSAR 552.211-10 Commencement, Prosecution and Completion of Work (Mar 2019)

v. GSAR 552.211-12 Liquidated Damages – Construction (Mar 2019)

vi. GSAR 552.211-13 Time Extensions (Mar 2019)

vii. GSAR 552.211-70 Substantial Completion (Mar 2019)

viii. GSAR 552.232-5 Payments Under Fixed-Price Construction Contracts (Mar 2019)

ix. GSAR 552.236-6 Superintendence by the Contractor (Mar 2019)

x. GSAR 552.236-11 Use and Possession Prior to Completion (Mar 2019)

xi. GSAR 552.236-15 Schedules for Construction Contracts (Mar 2019)

xii. GSAR 552.236-21 Specifications and Drawings for Construction (Mar 2019)

xiii. GSAR 552.236-71 Contractor Responsibilities (Mar 2019)

xiv. GSAR 552.236-72 Submittals (Mar 2019)

i. GSAR 552.252-6 Authorized Deviations in Clauses (Deviation FAR 52.252-6) (Sep 99)

ii. Buy American Requirements

iii. GSAR 552.236-70 Authorities and Limitations (Mar 2019)

iv. GSAR 552.236-73 Subcontracts (Apr 1984)

v. GSAR 552.243-71 Equitable Adjustments (Mar 2019)

vi. Project Labor Agreement

vii. GSAR 552.236-79, Construction Manager As Constructor (CD 2019-02)

viii. GSAR 552.236-80, Accounting Records and Progress Payments (CD 2019-02)

C. Clauses Incorporated by Reference

D. Subcontract Requirements

I. Project Information

I.A. Project Summary

This is a Construction Manager as Constructor (CMc) Contract, and includes requirements for the Pre Construction Services and the option(s) for Construction Services at a Guaranteed

Maximum Price (GMP) and Construction Management Services. The project site is located at

1160 W 1200 S, Ogden, UT 84404-5402. Construction Services and Construction Management

Services are only required if the Government elects to exercise the option(s). The Government reserves the right not to exercise the option(s) for Construction Services and Construction

Management Services if the Guaranteed Maximum Price exceeds the estimated magnitude of construction, there is no agreement on scope, or if it is not in the Government’s best interest.

The Scope of Work for CMc Services – Limited Scope Modernization for the IRS Service

Center, Ogden, Utah, is incorporated by reference.

I.B. The Contract

(1) The Contract consists of the SF1442, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, Amendments, Modifications, and other Attachments identified herein (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

(2) The Construction Documents, as that term is defined in this Agreement, shall be deemed incorporated into the Contract Documents upon acceptance of all deliverables described in the

Pre Construction Services section of the Scope of Work, and shall supersede and replace all

Specifications and Drawings contained in the Contract Documents at award of the Contract.

(3) In consideration for, and upon condition of, the Contractor's completion of the Pre

Construction Services, GSA shall pay the Contractor the firm-fixed-price for Pre Construction

Services, subject to the terms and conditions set forth in this Contract. If the GMP Option is exercised, then the Contractor shall be required to complete the Construction Services. In consideration for completion of the Construction Services under the GMP Option, the Contractor shall be entitled to the allowable cost of performance not to exceed the GMP, subject to the terms and conditions set forth in this Contract.

(4) The construction work, including the Work performed under the GMP Option, any firm-fixed-price options, or any Contract modifications for construction work. Any construction work performed under this Contract includes all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the construction work described in and reasonably inferable from the Contract Documents, whether temporary or permanent.

I.C. Period of Performance

(1) Pre Construction Services

(a) Commencement of Pre Construction Services. The Contractor shall commence performance of the Pre Construction Services within 10 days after the Contractor receives the

Notice to Proceed (NTP).

(b) Completion of Pre Construction Services. Pre Construction Services shall be complete upon acceptance of all deliverables required by the Pre Construction Services section of the Scope of Work.

(2) Construction Services (the Work)

(a) Commencement of the Work. If the Government exercises the option for

Construction Services at the GMP, the Contractor shall commence performance of the construction within 10 days after the Contractor receives the Notice to Proceed (NTP) for the

Work.

(b) Substantial Completion. If the Government exercises the GMP Option, the Contractor shall achieve Substantial Completion of the Construction Services and Construction

Management Services, as that term is defined in this Agreement, no later than 731 calendar days from issuance of Notice to Proceed (NTP) for the Construction Work.

(3) Contract Completion. If the Government exercises the GMP Option, the Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within 60 calendar days of Substantial Completion. If the Government does not exercise the GMP Option, the Contractor shall achieve Contract Completion within 60 calendar days of completion of Pre Construction

Services.

I.D. Work Conditions/Site Requirements

(1) The general contractor shall be responsible for the management of the workflow process. It is expected the general contractor will communicate the project schedule to all relevant stakeholders. The building is occupied throughout the project and will require a plan to minimize the disturbance to occupants.

(2) The IRS Service Center is known to have asbestos containing materials (AMCs) and lead paint. The Contractor must adhere to all applicable requirements, standards, and regulations for the management, handling, disposal, abatement and disturbance of ACMs and leadF paint as may be required in the Scope of Work.

I.E. Authorized Representatives

(1) This Contract is between the United States of America, acting by and through the

Administrator of General Services (GSA), and the Contractor (the Parties). References in this

Contract to "the Owner" or "the Government" shall be understood to refer to GSA. The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Authorized Representative Information:

Contracting Officer’s Information

Name: Joan Amend

Address: U.S. General Services Administration One Denver Federal Center, Building 41 Denver, CO 80225-0546

Telephone: (303) 990-4048

Email: joan.amend@gsa.gov

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

552.236-70.

I.F. Contract Liquidated Damages Rate

In accordance with GSAR 552.211-12, Liquidated Damages – Construction in Section IV of this

Agreement, liquidated damages shall be calculated at the rate of $285.49 per calendar day.

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, Specifications, Drawings, Exhibits, and Other Attachments

The following documents are incorporated by reference into this Contract.

(1) Scope of Work for CMc Services –Limited Scope Modernization, IRS Service

Center – Ogden Utah

(2) Work Items for CMc Construction SOW – Limited Scope Modernization, IRS

Service Center – Ogden Utah

(3) IRS Service Center Limited Renovation Project – CMc Price Proposal Form

(4) Construction Wage Rate Requirements General Decision Number UT20190089, Modification No. 3, dated 07/26/2019

(5) Small Business Subcontracting Plan (as applicable) mailto:joan.amend@gsa.gov

II. Prices

II.A. Basis of Pricing

(1) Contract Prices. All Contract prices set forth in this Section include all costs, including, but not limited to the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit, necessary to complete the Pre Construction Services (Base

Contract), and firm-fixed-price options for construction work, if any, in accordance with the

Contract Documents. For pricing information regarding the GMP Option, see Paragraph IV.A., Construction Manager as Constructor (CMc) Guaranteed Maximum Price with CMc

Contingency Allowance and Shared Savings.

(2) Knowledge of Conditions Affecting Price. FAR 52.236-3, Site Investigations and Conditions

Affecting the Work, is incorporated by reference in this Contract. The Contractor is presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

(3) Unit Prices and Allowances. If any portion of the construction work is to be performed on a unit price basis (Unit Priced Work), the unit price established in the Contract shall include all costs of coordinating and incorporating the Unit Price Work into the construction work. The

Contractor shall only be obligated to perform Unit Priced Work to the extent that an allowance has been established in an amount sufficient to compensate the Contractor for such Unit Priced

Work at the established unit prices. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is sufficient only if directed by the Contracting

Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Firm-fixed-price Options. If any portion of the construction work is to be performed upon the timely exercise of a firm-fixed-price option, the option price shall include all costs of coordinating and incorporating such work into the remaining construction work. An adjustment to the

Contract price for such additional work shall be computed solely on the basis of the option price or prices set forth herein.

(5) Work Packages. The Contractor and the Government may agree to develop firm-fixed-price early work packages for construction work that stand alone from the remainder of the Work.

The Parties must agree bilaterally to the scope, schedule and pricing for any such work package, and Contract must be modified accordingly. If such work package reduces the scope of the Construction Services under the GMP Option, the Estimated Cost of the Work (ECW) shall be reduced, and the CMc Contingency Allowance (CCA), Fee and GMP shall be adjusted accordingly. These early work packages become definitive firm-fixed-price line items in the

Contract, and they shall include specific completion milestones.

(6) Bid Rates. If this Contract includes Bid Rates to be used in determination of equitable adjustments (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs recoverable as components of an equitable adjustment consistent with the requirements, definitions, and exclusions applicable to equitable adjustments set forth in this Contract, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

II.B. Contract Price Form

(1) See attached Standard Form 1442.

(2) The established Construction Fee Percentage incorporated through the CMc Price Proposal

Form. The Construction Fee Percentage is inclusive of the CMc’s indirect costs, profit, and overhead for construction services.

(3) Lump sums incorporated through CMc Price Proposal Form for Pre Construction Services, Construction Services, and Construction Management Services.

III. Terms and Conditions

III.A. Definitions

(1) "Design Phase" means the phase of the Project during which the design is developed and completed.

(2) "Pre Construction Services" means design phase construction management services, constructability reviews and other related services as described in the Scope of Work. The term

“design phase services” may be used interchangeably with “pre construction services” in the

Agreement, Scope of Work, contract clauses, amendments, modifications, specifications and other Contract Documents.

(3) "Construction Documents" mean the 100% complete specifications and construction drawings developed during the Design Phase.

(4) "Work" means the Construction Services under the GMP Option

III.B. Contractor Responsibilities

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

(1) During the Pre Construction Services, it is the Contractor's responsibility to familiarize itself with all design information (e.g., draft specifications, drawings, etc.) provided for its review. The

Contractor shall be responsible for satisfying itself that the Project as described in the design information is constructible using commercially practicable means and methods; that the construction work is described in the design documents with sufficient completeness to enable pricing of a complete Project within the GMP; and that the manner of presentation and organization of information in the design documents enables accurate estimation of the Cost of the Work. Prior to establishment of the final ECW, the Contractor shall bring to the Contracting

Officer's attention all instances that it has discovered or has been made aware of where omission of design information affects the Contractor's ability to accurately estimate the Cost of the Work.

(2) The Contractor is responsible for performing the Pre Construction Services in accordance with the Statement of Work, and the Contractor shall submit to the Contracting Officer all deliverables and reports in accordance with the Statement of Work.

(3) The Contracting Officer has sole discretion to accept or reject all or part of any proposal by the Contractor related to design.

(4) Commencement, Prosecution, and Completion of Work

FAR 52-211-10, Commencement, Prosecution, and Completion of Work, and GSAR 552.211- 10, Commencement, Prosecution and Completion of Work are supplemented as follows:

Upon exercise of the GMP Option or issuance of a modification commencing construction work, the Contractor shall not commence performance until the Contracting Officer has issued NTP for the Work. The Contractor shall diligently prosecute the construction work so as to achieve

Substantial Completion, as defined in GSAR 552.211-70, Substantial Completion (Mar 2019) and within the time specified in Paragraph I.C. of the Agreement. If this Contract specifies different completion dates for different phases or portions of the construction 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.

(5) For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the Contractor shall perform at least 15 percent of the construction work. The Contractor shall furnish the

Contracting Officer within 14 days after the award of the construction option, a letter outlining the items of work to be performed with its own organization.

(6) The Contractor shall be liable to the Government in accordance with applicable law for all damages to the Government caused by the Contractor’s negligent performance of services furnished under this Contract. Neither the Government’s review or acceptance of, nor payment for, the design services required under this Contact shall be construed as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract.

III.C. Contractor Management and Personnel

FAR 52.236-6, Superintendence by the Contractor, and GSAR 552.236-6, Superintendence by the Contractor located in Section IV.A. of this Agreement is supplemented as follows

(1) 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 entire life of the Contract, including the GMP Option.

III.D. Project Schedule

GSAR 552.236-15, Schedules for Construction Contracts is supplemented as follows:

(1) The Contractor shall develop a Design Phase Project Schedule to plan, coordinate, and perform the services during the design phase. This schedule shall be produced using widely used, commercially available computer software such as Microsoft Project,®. The schedule will be coordinated with the Architect's schedule of design submissions and show milestones for completion of Design Reviews and cost reconciliation. It will also include a milestone for establishing the ECW for the construction option.

(2) Within 14 days after establishing the final ECW, the Contractor shall submit its Project

Schedule to the 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.

(3) The Contractor shall use a Critical Path Method ("CPM") Construction Project Schedule to plan, coordinate, and perform the Work under the GMP Option. The Construction Project

Schedule 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 P6. The contractor shall submit the Project Schedule both electronic and hardcopy print format.

III.E. Submittals

FAR 52.236-21, Specifications and Drawings for Construction, GSAR 552.236-73, Submittals located in Section IV.A. of the Agreement is supplemented as follows:

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

Contract requirements for all Work components as specified elsewhere in this Contract.

III.F. 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.G. Liquidated Damages

The Contractor acknowledges that time is of the essence for the performance of the Work, and that determining actual damages from delay would be extremely difficult and impractical. If the

Contractor fails to achieve Substantial Completion of the Work in accordance with FAR 52.211-

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

Complete.

III.H. 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

$2,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

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

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $200,000 per person and $500,000 per occurrence for bodily injury and $100,000 per occurrence for property damage.

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

III.I. Performance and Payment Bonds

FAR 52.228-15, Performance and Payment Bonds – Construction, is supplemented as follows:

(1) "Original Contract Price" means the GMP established at award of this Contract.

(2) The Contractor shall furnish required performance and payment bonds within 14 days of exercise of the GMP Option.

(3) Receipt by the Government of required performance and payment bonds is a condition precedent to issuance of the NTP.

III.J. Order of Precedence

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

(1) Section IV of the Agreement

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

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

(6) Exhibits and Other Attachments

III.K. Administrative Matters

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

(2) Payments. FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented by GSAR 552.232-5 Payments under Fixed-Price Construction Contracts located in Section IV.A. of this Agreement. In accordance with the relevant FAR and GSAR clauses, GSA requires the following data be included with each invoice:

(a) Invoices must be submitted in an electronic copy of the original invoice to the designated Contracting Officer and copy the designated Contract Specialist and Project Manager. After invoices have been authorized for payment, the Contractor must upload the invoice to GSA’s electronic payment system at https://finance.ocfo.gsa.gov/ in order to be processed by the designated billing office.

(b) Invoices must include the Account Document Number (ADN) assigned at award.

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

(i) GSA Form 184, 184A, 184B, and/or 184C - 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: Not applicable.

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

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

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

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

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

(b) To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form SF87 and a completed Contractor Information Worksheet (CIW). Detailed information is available at GSA Access Card . USAccess Credentialing Centers can be located at US Access Centers .

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

(6) Safeguarding and Dissemination of 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.

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

(b) Authorized recipients.

(i) Building information designated SBU must be protected with access strictly controlled and limited to those individuals having a legitimate business need to know such information. Those with a need to know may include Federal, State and local government entities, and nongovernment entities engaged in the conduct of business on behalf of or with GSA. Nongovernment entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract. Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov and have a legitimate business need to know such information. If a subcontractor is not registered in the SAM and has a need to possess SBU building information, the subcontractor shall provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor shall keep this information related to the subcontractor for the duration of the contract and subcontract.

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

(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 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 CO at joan.amend@gsa.gov. If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of 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.L. Non-Compliance with Contract Requirements

In the event the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this Contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the

Contracting Officer shall have the right to order the Contractor to stop any or all work under the

Contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time. The Contractor will not be entitled to any extension of

Contract time or payment for any costs incurred as a result of being ordered to stop work for such cause.

III.M. 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 Directives Library.

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

2. CIO P 2100.2B CIO P GSA Wireless Local Area Network (LAN) Security mailto:joan.amend@gsa.gov http://www.gsa.gov/directives

3. CIO 2100.3C Mandatory Information Technology (IT) Security Training Requirement for Agency and Contractor Employees with Significant Security Responsibilities

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

5. CIO 2105.1D GSA Section 508: Managing Electronic and Information Technology for

Individuals with Disabilities

6. CIO 2106.2 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 2162.2 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 1878.3 Developing and Maintaining Privacy Threshold Assessments, Privacy

Impact Assessments, Privacy Act Notices, and System of Records Notices

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

15. CIO 2102.1 Information Technology (IT) Integration Policy

16. HCO 9297.1 GSA Data Release Policy

17. HCO 9297.2C CIO CHGE 1 GSA Information Breach Notification Policy

18. ADM P 9732.1ED Suitability and Personnel Security

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

III.N. Apprenticeship Plans

(1) Within 30 days following the exercise of the GMP Option, the Contractor shall furnish the Contracting Officer with an Apprenticeship Plan. The plan shall include the following:

(a) Trades to be subcontracted and those to be self performed. Indicate if a trade is to be performed using approved registered apprenticeship programs. A registered apprenticeship program is defined as a program that is registered with the U.S. Department of Labor or a State Apprenticeship Agency, under 29 CFR Part 29.

(b) The percentage of trades (subcontractors) to be awarded using registered apprenticeship programs. (If self-performing trades, identify this information as it applies to such trades).

(c) The target number of apprentices to be employed under this Contract.

(d) New registered apprenticeship programs to be initiated as a part of this Contract.

(e) A description of the means used to recruit and employ apprentice labor under registered programs.

(f) A Training Plan that includes a complete list of specific training courses, including safety requirements, to be used by the Contractor and major trade subcontractors. Identify the number of hours and the method used to provide apprenticeship training (on the job training, classroom training, etc.). Provide the following information regarding safety training provided for supervision and craft labor employees:

(i) The amount of time (approximately) that each contractor or subcontractor devotes to safety training by craft and

(ii) The steps taken to ensure that safety training is conducted in an effective manner.

(2) During the performance of this Contract, the Contractor shall submit to the Contracting Officer a quarterly Labor/Trade Apprenticeship and Training Program Report containing the following:

(a) List of awarded subcontractors by trade

(b) Name of subcontractors with registered Apprenticeship Programs

(c) Total number of apprentices used to date on Contract

(d) New approved registered apprenticeship programs (if any) established as a result of this Contract

(e) Total number of on-the job training hours

(f) Total number of classroom training hours

(g) Brief description of effort to meet Labor/Trade Plan goals.

(3) The Contractor shall submit the reports electronically to pbsapprentice@gsa.gov with a copy to the Contracting Officer. The report form in Microsoft© Excel electronic format will be provided upon award of the Contract.

(4) Quarterly reports are due on the 30th calendar day (or next business day) following the end of each quarter. Each quarter under this Contract will end March 31, June 30, September 30 and December 31 of each calendar year.

III.O. Equal Employment Opportunity Plan

(1) Within 30 days following award, the Contractor shall furnish the Contracting Officer with an EEO Compliance Plan. The plan shall include the following:

(a) Name of contractor’s EEO Manager for the contract and point of contact information. The EEO Manager is responsible for:

(i) Monitor all employment-related activity to ensure that the Contractor’s equal employment policy is being carried out;

(ii) Submit reports as may be required by the Government; and

(iii) Keep records that shall at least include for each employee the name, address, telephone number, construction trade, union affiliation (if any), employee identification number, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, separate records are not required to be maintained.

(a) Address how the contractor intends to include the EEO provisions of the contract in all subcontracts in excess of $10,000.

(b) Address what type of efforts will be used to ensure equal employment opportunity in accordance with FAR 52.222-27 Affirmative Action Compliance Requirements for Construction. Discuss organized meeting with subcontractors, labor mailto:pbsapprentice@gsa.gov organizations and/or other community stakeholders. Meetings should focus on increased employment opportunities, perceived problems and working to achieve the goals established. DOL representatives are available to participate in such meetings.

(2) During the performance of this contract, the Contractor shall submit to the Contracting Officer semi-annually an EEO Compliance Report containing the following:

(a) List of awarded subcontractors by trade, date of award and amount of subcontract. If subcontract is in excess of $10,000, date the Deputy Assistant Secretary for Federal Contract Compliance, U.S. Department of Labor was notified of award.

(b) Narrative of actions taken to comply with the affirmative action procedures in paragraphs (g)(1) through (g)(16) of FAR 52.222-27.

(c) List participation in any voluntary associations that may assist in fulfilling the contractor’s affirmative action obligations.

Semi-annual reports are due on the 30th calendar day (or next business day) following the March 31st and September 30th.

III.P. Additional Terms and Conditions

(i) GSAR 552.236-77 Government’s Right to Exercise Options (MAR 2019)

(a) The Government may exercise any option in writing in accordance with the terms and conditions of the contract within 60 calendar days after completion of the 100 percent construction set of drawings.

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

(End of clause)

(ii) SECURITY CLEARANCE REQUIREMENTS (NONCLASSIFIED CONTRACT)

The “Security Clearance Requirements (Nonclassified Contract)” are included as a separate attachment to the Agreement and are hereby incorporated by reference as additional terms and conditions to the Agreement.

IV. Contract Clauses

IV.A. Public Buildings Service (PBS) Contract Clauses

Construction Manager as Constructor (CMc) Guaranteed Maximum Price with Construction Contingency Allowance and Shared Savings, PBS CMc Class Deviation CD-2019-02 (October 2018).

(1) 552.236-79 Construction-Manager-As-Constructor.

(a) General. Pricing for the Guaranteed Maximum Price (GMP) for the option for construction services shall be subject to the requirements below:

(b) Definitions. The following definitions shall apply to this clause:

“Construction-Manager-as-Constructor (CMc) Contingency Allowance” (CCA) means an allowance to cover reimbursable costs during construction that are not the basis of a change order.

"Costs" means allowable direct costs in accordance with FAR Part 31. Marked up costs paid to subcontractors shall be deemed direct costs of the Contractor.

“Cost of Performance” means the final sum of cost of the construction work and fee for the construction work.

“Estimated Cost of the Work” (ECW) means the estimated direct cost of the construction work.

“Fee for the Construction Work” means a fixed amount for all indirect costs, including overhead and profit.

“Guaranteed Maximum Price” (GMP) means the sum of the ECW, CCA, and the fee for the construction work.

(c) Guaranteed Maximum Price. This contract at award includes a GMP.

(d) Estimated Cost of the Work. The proposed ECW incorporated into the contract at award is a target ECW. A final ECW is negotiated during the design phase and is incorporated into the contract prior to exercise of the GMP option.

(e) Final Estimated Cost of the Work.

(1) Submission Requirements for Final ECW Proposal. During the design phase, and at a time agreed by the Contracting Officer, the Contractor shall submit the following:

(i) A detailed statement of all firm-fixed-price early work packages in the performance of the construction work to date;

(ii) A proposed final ECW;

(iii) Sufficient data to support the accuracy and reliability of the estimate;

(iv) An explanation of the difference between the proposed final ECW and the target ECW used to establish the GMP; and

(v) The Contractor's affirmation that:

(A) The Contractor is satisfied that the project as described in the specifications and construction drawings is constructible using commercially practicable means and methods;

(B) The Contractor is satisfied that the construction work has been sufficiently described to enable it to estimate the cost of the work with reasonable accuracy;

(C) The Contractor has disclosed to the Contracting Officer all of its actual knowledge relating to omissions of design information that may affect the cost of the work; and

(D) The Contractor acknowledges that the final ECW and time established for completion shall not be adjusted on account of cost or time attributable to known design omissions disclosed by the Contractor pursuant to paragraph (e)(1)(v)(C) of this clause.

Unknown design errors and omissions that form the basis for a change order may still be settled in accordance with GSAR 552.243- 71 Equitable Adjustments.

(2) Establishment of the Final ECW. The parties shall negotiate a final ECW based on the data provided under paragraph (e)(1) of this clause. The final ECW shall be established and incorporated into the Contract by bilateral modification. The Contracting Officer will not accept a final ECW proposal that does not include the written affirmation described in this clause. The Contracting Officer will not exercise the GMP option for construction work unless the final ECW has been incorporated into the contract.

(f) CMc Contingency Allowance. The CCA shall be 0.00% of the ECW. The Government holds the contingency allowance for the project.

(g) Shared Savings Incentive. The Contractor shall be entitled to 0.00% of any cost reductions realized.

(h) Adjustment of ECW and GMP. The ECW and GMP shall be subject to adjustment for changes and any other conditions giving rise to entitlement to an adjustment under this contract.

The ECW and GMP shall be adjusted down for deletions to the scope of the construction services through a bilateral modification.

(i) Adjustment of CCA. If the sum of the final ECW, CCA, and fee for the construction work is greater than the GMP established at contract award, then the contracting officer will reduce the CCA while keeping the GMP amount fixed. Otherwise, the CCA is adjusted relative to the percentage of the ECW set in paragraph (f) of this clause. Prior to the use of the CCA, the Contractor shall coordinate approval following the procedures identified in the contract.

(j) Adjustment of the Fee for the Construction Work. The fee for the construction work may only be adjusted for scope changes that have an impact on schedule. The fee for the construction work associated with a scope change shall not be driven by a fixed percentage.

(k) Conversion to Firm-Fixed-Price Prior to Final Settlement.

(1) Submission Requirements for Conversion to Firm-Fixed Price. If the parties agree to negotiate and establish a firm-fixed-price for construction work prior to the exercise of the GMP option, or at the request of the Contracting Officer, the Contractor shall submit the following:

(i) A proposed firm-fixed-price proposal for the completion of the construction work, which shall include all markups, including profit.

(ii) A detailed statement of any costs incurred in the performance of the contract work to date.

(2) Establishment of Firm-Fixed-Price.

(i) Prior to Exercise of GMP Option. The parties may negotiate and establish a firm-fixed-price for construction work prior to the exercise of the GMP option based on the data provided under paragraph (k)(1) of this clause; provided that the firm-fixed-price shall not exceed the GMP. The Contracting Officer shall have the right, but not the obligation, to bilaterally exercise the GMP option at the firm-fixed-price within 120 calendar days of the establishment of such price.

(ii) After Exercise of the GMP Option. At any time prior to final settlement, the Contracting Officer may request that the Contractor provide a firm-fixed-price proposal for the completion of construction work in accordance with paragraph (k)(1) of this clause. Within 60 calendar days of such request, the Contractor shall provide such data. Within 60 calendar days of receipt of the Contractor's proposal, the Contracting Officer shall have the right, but not the obligation, to convert the contract to a firm-fixed-price contract through a bilateral modification at the proposed fixed-price or as otherwise negotiated by the parties; provided that the firm-fixed-price, plus any costs incurred in the performance of the construction work, shall not exceed the GMP.

(iii) If any portion of the contract is converted to a firm-fixed-price, then that portion of the contract is no longer subject to open book accounting, a shared savings incentive, or the need for final settlement. If the contract is not converted to a firm-fixed-price contract, then the final settlement of the Contractor’s compensation shall be determined in accordance with paragraph (l) of this clause.

(3) Payments. If this contract is converted to a firm-fixed-price contract, the Contractor shall submit a revised schedule of values for the construction work allocating the unpaid balance of the fixed price to the itemized work activities remaining uncompleted, which shall be the basis for remaining progress payments.

(l) Final Settlement. The final settlement amount shall consist of the cost of performance and the Contractor's shared savings incentive, if any; provided that in no event shall the final settlement exceed the GMP. The final settlement amount shall be the Contractor’s total compensation due under the contract.

(1) Submission Requirements for Final Settlement Proposal. The Contractor shall submit a final settlement proposal within 120 days of substantial completion to determine the cost of the construction work, which shall include the following:

(i) A detailed statement of all costs incurred by the…