EXHIBIT 3 On Ramp The Agreement 2022-01-11 Final.pdf

THE AGREEMENT

Table of Contents

I. Contract Information A. Contract Summary B. The Contract C. Contract Duration, Limits, and Amounts D. Period of Performance E. Work Conditions/Site Requirements F. Authorized Representative G. Statement of Work, Specifications, Drawings, Exhibits and Other Attachments

II. Prices A. Basis of Pricing B. Task Order Maximum Hourly Rates

III. Terms and Conditions A. Commencement, Prosecution, and Completion of Work B. Contractor Responsibilities C. Contractor Management and Personnel D. Project Schedule E. Extensions of Time F. Interpretation of Specifications and Drawings G. Submittals H. Substantial Completion and Task Order Completion I. Use and Possession Prior to Substantial Completion J. Finality of Modifications K. Insurance Requirements L. Order of Precedence M. Task Orders N. Administrative Matters O. Document Control Procedures (SBU) P. Non-Compliance with Contract Requirements Q. Changes to Award Pools R. Additional Terms and Conditions

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

V. Attachments A. R10 MATOC IDIQ – Scope of Work dated 10.06.2017

I. CONTRACT INFORMATION

A. Contract Summary (1). This is an Indefinite Delivery Indefinite Quantity (IDIQ), Multiple Award Task Order Contract (MATOC) for construction services to support tenant improvement and minor repair and alteration projects. Task Order Contracts (TOC) will be awarded, based on competition among the selected award pool, for commercial construction projects in federally owned and leased locations within the GSA Northwest/Arctic Region (R10). The GSA R10 geographic coverage includes the states of Washington and Oregon. This Agreement is applicable to the ‘Western MATOC’ and the ‘Southern MATOC’. Projects will be delivered using one of four possible project delivery methods and include non-complex construction, design-bid-build, bridging design-build, and design-build.

(2). The term of the contract will be for five (5) years from date of award for the initial award pool. Awards made as a result of an ‘On-Ramp’ solicitation to refresh and/or increase the award pool will be awarded with the ordering period equal to the remaining original ordering period.

Task Order Request for Proposals (TO RFP) solicitations will be restricted to the contractors in each award pool. TO RFPs will be competed based upon price, technically acceptable low price evaluation and occasionally performance based proposal processes similar to tradeoffs. The TO RFP selection processes will align with the project delivery method. As an example a non-complex construction project may be evaluated based on price reasonableness only. A design-build project may be selected based on the best technical solution with a fair and reasonable price.

B. The Contract The Contract consists of the SF 1442, the Agreement, Exhibits, Amendments, Modifications, and other Attachments identified in this solicitation. The Contract contains the entire agreement of the parties and no prior written or oral agreement, expressed or implied, shall be admissible to contradict or modify any part of the Contract.

C. Task Orders The Contractor shall provide and deliver all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the execution of the work required in the Task Order Documents (the Work). Award of Task Orders will predominantly be on a fixed price basis but may include other pricing arrangements. Other pricing arrangements will be identified in each Task Order Request for Proposal (TO RFP).

D. Contract Duration, Limits, and Amounts (1). Term of Contract

ON RAMP MODIFICATION - ORDERING PERIOD

The ordering period for any awards’ issued as a result of an on-ramp modification will begin with the date of award and will end concurrently with the entire award pool. The current order period ends July 31, 2023.

BASE AWARD - ORDERING PERIOD

The IDIQ contract will be for a period of 5 years from the date of contract award. Task Orders may be placed under this contract from the date of award through the expiration date of the Contract. The Government retains the option to extend services under this contract by six (6) months for a total potential period of performance of five (5) years, six (6) months.

(2). Task Order Limitations The minimum required task order award is $25,000; the maximum potential single task order value is $5 million. Contractors are not required to accept task orders below or above these dollar limitations. Task Order Contracts awarded above or below these parameters are not subject to the minimum performance requirement for the IDIQ. Contractors can, at their discretion, accept work or participate in TO RFP(s) outside of the minimum and maximum order limits.

(3). Minimum Guarantee The Government makes no representation as to the number of Task Orders or actual dollar value of projects ordered under these MATOC contracts. The minimum guarantee establishes a binding contract. Issuance of a Task Order Contract in the first year of the IDIQ will fulfill the Government’s responsibility for the minimum guarantee. The minimum guarantee will be de-obligated from the IDIQ contract award by unilateral modification.

(4). Contract Maximum Value (CMV) The total potential CMV for the SOUTH MATOC is $40 million. This amount includes a base award of $30 million and one option to increase the CMV by $10 million. This amount is shared by the award pool. Individual task order awards decrease the CMV. The option to increase the CMV will be unilaterally exercised by the GSA if the total spend in year three (3) on a single IDIQ exceeds the forecasted spend of $18 million.

(5). Range of Task Order Values The average task order contract is $75,000 to $250,000. Task Orders above $750,000 are anticipated to occur approximately once per fiscal year.

E. Period of Performance (1). Commencement The Contractor shall begin performance of an IDIQ by participation in the TO RFP requests..

Work start dates are established by each individual TOC.

(2). Substantial Completion Substantial completion of the IDIQ will be based on meeting 80% of the total potential CMV or $32 million. At substantial completion contractors in the award pool will be notified of the IDIQ status and the forecasted contract end date, if the date is in advance of the planned completion date. Individual TOCs will establish substantial completion dates for each project.

(3). Contract Completion The IDIQ contract completion will occur when all awarded Task Orders are physically complete and all monies are paid to the contractor. The Contractor shall achieve Construction Completion Date (CCD) as established by each Task Order Contract within 30 calendar days of the established Substantial Completion Date (SCD). Contract completion occurs when all deliverables for an individual TOC are complete, a release of claims has been accepted by the Government, and final payment made.

(4). Work Conditions and Site Requirements Individual Task Order will specify the work conditions and/or site requirements.

F. Authorized Representative This Contract is between the United States of America, acting by and through the Administrator of General Services Administration (GSA), and the awardee, the Contractor. References in the Contract to "the Owner" or "the Government" shall be understood to refer to GSA. The designated Contracting Officer for the IDIQ contract is:

Name: Jessica Campbell, Contracting Officer Address: 400 15th Street SW, Auburn, WA 98001 Telephone: 253-736-4678 Email: jessica.campbell@gsa.gov

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

G. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments The R10 MATOC Scope of Work, dated 10.06.2017, is attached and incorporated into this contract. Subsequent task order contracts, for projects located within a specific geographic zone, will be solicited to the assigned award pool and are based upon the requirements of the IDIQ as defined in the scope of work and supplemented by individual project documents.

Individual project documents will identify one of four project delivery methods. Management and inspection of projects will be tailored to the project delivery method.

II. PRICES

A. Basis of Pricing (1). Task Order Prices Task order prices shall include all costs necessary to complete the work for which the price is established (e.g., Base Task Order Contract, Unit Price, Alternates and Options) in accordance with the Task Order Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit. Task orders will be awarded with fair and reasonable pricing, based on the Work, and dependent upon level of competition, risk, uncertainties, complexity, urgency, and project delivery method. The Task Order Contracting Officer (TOCO) has the authority and responsibility for determining price reasonableness for the task order requirements.

(2). Knowledge of Conditions Affecting Price FAR 52.236-3, Site Investigations and Conditions Affecting the Work, is incorporated by reference in this Contract. The Contractor shall be presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Task Order performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

(3). Unit Prices and Allowances mailto:jessica.campbell@gsa.gov

If any portion of the Task Order Work is to be performed on a Unit Price basis, the Unit Price shall include all costs of coordinating and incorporating the unit- priced portion of the Work into the Task Order Work. The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4). Alternates If any portion of a Task Order RFP includes the use of Alternates, the Government will select either the base or alternate solution at the time of Task Order Award. Proposed alternates will be all inclusive of costs associated with performing the alternate work in consideration of the total proposed contract price.

(5). Options If any portion of the Work is to be performed because of exercising an option after award issuance, the option price shall include all costs of coordinating and incorporating the option priced portion of the Work into the awarded TOC. An adjustment to the TOC price for such additional work shall be computed solely on the basis of the option price or prices set forth in the task order. Unless otherwise specified, all options are anticipated to be exercised no later than 60 calendar days after the date of award of a TOC. TO price proposals will be evaluated inclusive of options. Generally option(s) will be exercised with the award of the TOC. If the option is not exercised with the TOC award, the period of performance for the base TOC and the option shall be clearly stated in the number of calendar days required to complete the work.

The approved project schedule shall be modified upon exercise of the option to incorporate the change to the project duration. Changes to the established SCD and CCD shall be clearly stated in the modification which exercises the option.

B. Task Order Maximum Rates (1). Direct Labor Rates The direct labor rates for each year of performance, and as incorporated into this Agreement, are applicable for all Task Order Contracts. The labor rates are the maximum hourly rate for each incorporated labor category. The Contractor may deviate from the maximum approved hourly rates for each labor category based upon the project delivery method, project location, level of required superintendence on site and/or through the use of ‘working’ Construction Superintendent provided the contractor clearly identifies the deviation in the TO proposal.

(2). Indirect Rates, Profit The awarded indirect rate, identified as ‘overhead’ (OH) or ‘general and administrative’ (G&A) costs will be based upon the incorporated rates in this Agreement. Changes to indirect rates after Year 1 of the performance period may be processed as a Contractor initiated change request. Profit rates will be established through competition at the task order level. The Ordering Official may consider the incorporated IDIQ profit rates for task orders in the determination of fair and reasonable pricing. The incorporated profit rate shall be used for Task Orders that are ordered based on an exception to providing fair opportunity as defined in FAR 16.505(b)(2).

III. TERMS AND CONDITIONS

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

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

(1). The Contractor shall not commence the Task Order Work until the Task Order Contracting Officer has issued the Task Order Notice to Proceed (NTP). 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 Task Order Completion” clause, within the time specified in Section I (Contract Information), “Period of Performance” clause in the Task Order Agreement. If the Task Order 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.

(1). Contractor Responsibilities

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

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

c. 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.

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

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

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

g. The Contractor shall immediately, within 24 hours, bring to the Task Order Contracting Officer's attention any hazardous materials or conditions not disclosed in the Contract Documents discovered by or made known to the Contractor during the performance of the Contract and all Task Orders.

h. The Contractor must submit a safety plan before commencing work. In accordance with FAR 52.236-13, Accident Prevention ALT I, the Contractor is responsible for safety on the Project site and must submit a safety plan before commencing work.

B. Contractor Management and Personnel FAR 52.236-6, Superintendence by the Contractor, is supplemented as follows:

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

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

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

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

(2). The Project Schedule shall be a rational, reasonable and realistic plan for completing the

Work, and conform to requirements specified in this clause and elsewhere in this Contract and any Task Order.

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

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

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

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

(7). Activity durations shall be based upon reasonable and realistic allocation of the resources required to complete each activity, given physical and logistical constraints on the performance of the Work. All logic shall validly reflect physical or logistical constraints on relationships between activities. Except for the first and last activities in the Project Schedule, each activity shall have at least one predecessor and one successor relationship to form a logically connected network plan from NTP to the Task Order Completion date.

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

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

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

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

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

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

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

(1). If the Contractor requests an extension of the time for Substantial Completion, the Contractor shall base its request on analysis of time impact using the Project Schedule as its baseline, and shall propose as a new Substantial Completion date to account for the impact.

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

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

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

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

F. Interpretation of Specifications and Drawings FAR 52.236-21, Specifications and Drawings for Construction, and GSAR 552.236-77, Specifications and Drawings are supplemented as follows for Construction Task Orders:

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

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

G. Submittals FAR 52.236-21, Specifications and Drawings for Construction, GSAR 552.236-78, Shop Drawings, Coordination Drawings, and Schedules, and GSAR 552.236-79, Samples are supplemented as follows for Construction Task Orders:

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

(2). The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Task Order Contracting Officer has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk;

should the Task Order Contracting Officer subsequently determine that the work or activity does not comply with the Task Order, the Contractor shall be responsible for all cost and time required to comply with the Contracting Officer's determination. The Task Order Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

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

H. Substantial Completion and Task Order Completion FAR 52.211-10, Commencement, Prosecution, and Completion of Work, FAR 52.211-12, Liquidated Damages (Construction), GSAR 552.270-4(l) Definitions, and GSAR 552.246-72, Final Inspection and Tests, are supplemented as follows:

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

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

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

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

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

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

(7). The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after Task Order Completion. If the Contractor does not achieve Task Order Completion within the time required by the Task Order Agreement, 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.

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

(1). 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.

J. Finality of Task Order Modifications As set forth elsewhere in this Contract and in the task orders, the Contractor is entitled to additional consideration under certain conditions, including the issuance of change orders. It is the Contractor's duty to include in proposals for equitable adjustment or other consideration all compensation to which it may be entitled, including cost and time. Unless otherwise explicitly stated in a modification to the Task Order providing such consideration, adjustments to the Task Order price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to

1 0 compensation on account of the change or other condition giving rise to the modification.

K. Insurance Requirements 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.

(1). Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $1,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(2). 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.

(3). 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.

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

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). Section IV, Contract Clauses, of the IDIQ Agreement (2). Sections I, II, and III of the IDIQ Agreement (3). MATOC Scope of Work, as currently incorporated into the Agreement (4). Task Order Clauses (within the Task Order Agreement) (5). Other Provisions of the Task Order Agreement (6). Task Order Technical Documents, the Statement of Work, Specifications, Drawings, etc.

(7). Task Order Exhibits and Other Attachments, to the extent incorporated into a TOC

M. Task Orders (1). Fair Opportunity Task Order Request for Proposals (TO RFP) are issued to all contract awardees providing fair opportunity to compete for TOC, refer to FAR 16.505(b), unless an exception to fair opportunity applies. Allowable exceptions to Fair Opportunity are based upon the determination of the Government that;

a. The agency's need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays.

b. Only one awardee is capable of providing the supplies or services required at the level of

1 1 quality required because the supplies or services ordered are unique or highly specialized.

c. The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, as long as all awardees were given a fair opportunity to be considered for the original order.

d. It is necessary to place an order to satisfy a minimum guarantee.

e. For orders exceeding the simplified acquisition threshold, a statute expressly authorizes or requires that the purchase be made from a specified source.

(2). Task Order Participation Contractor performance will be evaluated based upon the requirement to participate in an aggregate of 75% of all TO Requests for Proposals. Awardees may elect not to compete on projects for which they have been afforded the opportunity. Awardees that do not achieve the minimum response rate of 75% to all TO RFP’s in each year of the performance period; (a) waives its right to the minimum guarantee, (b) the lack of performance may contribute negatively to the contract performance evaluation, and (c) will be removed from the contract, unless in the judgement of the MATOC Contracting Officer a compelling reason exists which temporarily prevents a firm from participating in the TO RFP process. Replacement firms may then be added to the contract, until month 30 of the term, in accordance with the procedures identified in the Scope of Services.

(3). Task Order Process Procedures for award of individual competitive Task Orders are in accordance with FAR 52.216- 18, FAR 52.216-19, FAR 52.216-22, and the Contract Documents. Pursuant to FAR 16.505, the ordering official may exercise broad discretion in developing appropriate order placement procedures. The government reserves the right to determine evaluation factors for each individual Task Order. In addition to price, the Government may, at its discretion, consider such factors as including but not limited to quality of past work, similar experience, qualifications of the proposed key personnel, or other factors that the Task Order Contracting Officer, in the exercise of sound business judgment, believes relevant in the placement of orders. The Government reserves the right to award future task orders on the basis of best value or lowest price, as specified in each individual task order. Each task order will be solicited using the standard Task Order Request for Proposal (TO RFP) format consisting of the solicitation requirements and the Task Order Agreement document. Performance of work on the Task Orders will only commence upon issuance of NTP by the TOCO. Task Orders under this Contract shall be ordered on Standard Form (SF) 1442, by a warranted ordering official.

(4).Task Order Contents Task Orders issued will generally include, but not be limited to, the following information:

a. Date of order;

b. Contract and task order number;

c. Identification of Project Delivery Method;

d. Appropriation and accounting data;

e. Description of the services to be performed;

f. Place of performance;

g. Period of time in which the services are to be performed;

h. List of Government-furnished material and the estimated value thereof, if applicable;

i. The applicable current construction wage rates (formerly Davis Bacon rates);

1 2

j. Technical Requirements Packages’, appropriate to the Project Delivery Method.

k. Signature of warranted ordering official.

(5). Knowledge of Conditions Affecting Price Clauses FAR 52.236-27, Site Visit - Construction, FAR 52.236-2, Differing Site Conditions, and FAR 52.236-3, Site 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 all prices for Task Orders 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 the request for proposals (including, but not limited to specifications, drawings and written amendments to the solicitation). In the event the discussion or questions raised during the site visit or preproposal conference indicate a need to modify the request for proposals, an amendment to the solicitation will be issued in writing.

(6). 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 Task Order Contracting Officer at any time within the Contract period. The actual performance of the work may extend beyond the Contract period.

(7). Bid Guarantees Bid Guarantees are required for all Task Order proposals in accordance with FAR 52.228-1 Bid Guarantee.

(8). Payment and Performance Bonds Payment and performance bonds, if applicable, must be furnished as determined with each Task Order. Performance and payment bonds (if applicable) will be required upon award of all Task Orders, prior to issuance of the NTP for construction. As prescribed by FAR 28.102-2(b) and FAR 52.228-15, Performance and Payment Bonds – Construction, if a Task Order exceeds $150,000, the following bonds will be required:

a. A Performance Bond with a penal amount of 100% of the original Task Order price. If the Task Order price increases, an additional amount equal to 100% of the increase may be required.

b. A Payment Bond with an amount equal to 100% of the original Task Order price. If the Task Order price increases, an additional amount equal to 100% of the increase may be required. The amount of the Payment Bond must be no less than the amount of the Performance Bond. As prescribed in FAR 28.204-3, an Irrevocable Letter of Credit is acceptable for all types of bonds, if all provisions of FAR 28.204-3 and FAR 52.228-14 are met. FAR 52.228-14 requires a specific format for the Irrevocable Letter of Credit and the letter from the Financial Institution confirming an Irrevocable Letter of Credit.

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(9). Alternative Payment Protections If a task order is between $30,000 - $150,000 payment protections, in accordance with FAR 52.228-13 Alternative Payment Protections may be required. This payment protection may be a Payment Bond, an Irrevocable Letter of Credit or other type of protection as authorized by FAR 28.102-1(b) and specified in the individual Task Order.

(10). Construction Wage Rate Requirements Each Task Order Request for Proposal will incorporate current construction Wage Rate requirements that apply to the geographical area in which the work is being completed Refer to FAR 52.222-5 and FAR 52.222-6 concerning Construction Wage Rate Requirements (formerly referred to as Davis Bacon Act requirements).

N. Administrative Matters The following applies to all Task Order Contracts issued against this contract:

(1). Project Meetings The Contractor shall attend a pre-construction conference and shall participate in Government scheduled Project meetings. Individual TOCs may require additional meeting attendance by the contractor.

(2). Schedule of Values The Contractor shall prepare and submit for approval a detailed cost breakdown of the Task Order price, to be referred to as the Schedule of Values (SOV), assigning values to each component of the Work. Values must include all direct and indirect costs, although a separate value for bond costs may be established. The Schedule of Values must contain sufficient detail to enable the TOCO to evaluate applications for payment. If this Task Order requires that the Project Schedule be cost loaded, the Schedule of Values will be derived from the Project Schedule.

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

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.

The Contractor shall submit its invoices to the Designated Billing Office (DBO) indicated in boxes 24 and 27 of the TOC SF1442 [Solicitation, Offer, and Award (Construction, Alteration or Repair)] to the attention of the Task Order Contract (TOC). Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments. In accordance with FAR clause 52.232-27, prompt payment for progress payments for construction is based upon receipt and acceptance of a valid invoice no later than fourteen (14) days after acceptance of the invoice. Subcontractor payments related to the progress payment are required to be processed no later than seven (7) days after the payment is processed.

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

1 4 clause, the Task Order Contracting Officer (TOCO) may be return the invoice to the Contractor without payment for correction. If the TOCO disputes the requested payment amount, the Government may pay the portion of the requested payment that is undisputed.

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

GSA Form 184A and/or 184B - Construction Progress Report (Construction Phases Only) or Form 2419 - Certification of Progress Payments Under Fixed-Price Construction Contract.

Final payment will be issued after all required end of project submittals such as, but not limited to, as-builts, operation manuals, training, testing, final inspections, resolution of outstanding requests for equitable adjustments, disputes and claims and product warranties and the release of claims for the TOC.. The Contractor may reserve from the release, specific claims, only if such claims are explicitly identified with stated claim amounts. All release forms must bear the original signature of the signer and must be affixed with the Contractor’s corporate seal or the seal of a Notary Public.

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

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

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.

To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form FD258 and a completed Contractor Information Worksheet (CIW).

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.

ON RAMP AMENDMENT

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

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

Marking CUI . Contractors must submit any contractor-generated documents that contain building information to GSA for review and identification of any CUI building information that may be included.

In addition, any documents GSA identifies as containing CUI building information must be marked in accordance with the Order and the Marking Controlled Unclassified Information Handbook (the

1 5 http://www.finance.gsa.gov/ current version may be found at https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf ) before the original or any copies are disseminated to any other parties. If CUI content is identified, the CO may direct the contractor, as specified elsewhere in this contract, to imprint or affix CUI document markings (CUI) to the original documents and all copies, before any dissemination, or authorized GSA employees may mark the documents.

1. Authorized recipients .

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