WMATOC Agreement.pdf

Sol. Reference No. 47PL0123R0035 GSA Contract No: TBD

Design Build Contract for:

Western Multiple Award Task Order Contract (WMATOC) Replacement

The Agreement

Document: DB101-SB/MARCH 2023 (The Agreement)

Table of Contents

I. Project Information A. Project Summary B. The Contract C. Task Orders D. Contract Duration, Limits, Amounts E. Period Of Performance F. Work Conditions/Site Requirements G. Authorized Representatives H. Buy American Exceptions I. Statement of Work

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

III. Terms and Conditions A. Commencement, Prosecutions and Completion of Work B. Contractor Responsibilities C. Project Schedule D. Extensions of Time E. Interpretation of Specifications and Drawings F. Submittals G. Substantial Completion and Task Order Completion H. Use and Possession prior to Substantial Completion I. Finality of Contract Modifications J. Insurance Requirements K. Order of Precedence L. Task Orders M. Administrative Matters N. Safeguarding and Dissemination of Controlled Unclassified

Information (CUI) Building Information O. Non-Compliance with Contract Requirements P. Safeguarding Sensitive Data and Information Technology Resources Q. Options and Allowances R. Changes to Award Pool S. Additional Terms and Conditions

IV. Contract Clauses

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A. Clauses Incorporated in Full Text

1. FAR 52.223-2 Affirmative Procurement of Biobased Products

Under Service and Construction Contracts (SEP 2013)

2. FAR 52.223-9 Estimate of Percentage of Recovered Material

Content for EPA-Designated Items (MAY 08)

3. GSAR 552.204-9 Personal Identity Verification Requirements

(JUL 2021)

4. FAR 52.204-25, Prohibition on Contracting for Certain

Telecommunications and Video Surveillance Services or Equipment (NOV 2021)

5. Buy American Requirements

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

7. FAR 52.232-40, Providing Accelerated Payments to Small

Business Subcontractors (NOV 2021)(DEVIATION APR 2020)

8. FAR 52.219-14, Limitations on Subcontracting (OCT 2022)

9. Additional Clauses

i. FAR 52.222-30, Construction Wage Rate Requirements-Price Adjustment (None or Separately Specified Method) (Aug 2018)

10. FAR 52.244-5, Competition in Subcontracting (DEC 96) B. Clauses Incorporated by Reference C. Subcontract Requirements

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I. Project Information

I.A. Project Summary

This is an Indefinite Delivery Indefinite Quantity (IDIQ), Multiple Award Task Order Contract (MATOC) for Construction Services to support GSA Northwest/Arctic Region (10). Task Order Contracts (TOCs) will be awarded, based on competition among the award pool, for construction projects in federally owned and leased facilities in the area of responsibility (AOR) covering a geographic range from north of Vancouver, WA; along the I-5 corridor up to the US-Canadian border; and East to the Cascade Mountain range.in federally owned and leased locations within the geographic coverage area from Baker City, Oregon north to the Washington border with Canada, west to Wenatchee and east to include Idaho.

The term of the contract will be for five (5) years from the date of award. Task Order Request for Proposals (TO RFP’s) solicitations will be restricted to the contractors in the award pool. TO RFP’s will be competed based upon price, technically acceptable low price evaluation and occasionally trade-offs. The TO RFP selection processes will align with the project delivery method.

I.B. The Contract

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.

I.C. Task Orders

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

I.D. Contract Duration, Limits, Amounts

(1) Term of Contract

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The period of performance is the effective date of the contract plus five (5) calendar years. The Government retains the option to extend services under this contract by six (6) months for a total period 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 award 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 RFPs outside of the minimum and maximum order limits.

(3) Contract 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. In order to have a binding contract, a minimum guarantee of $2500 is obligated at time of award for each IDIQ contract. Contract awardees who have not received a task order contract in year 1 of contract performance, and who have met the minimum TO RFP participation rate of 75% shall be eligible to receive the minimum guarantee.

Contractors who have not received a Task Order Contract and/or have not competed in the 75% of all offered TO RFPs waive their right to the minimum guarantee. 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.

(5) Contract Maximum Value (CMV)

The WMATOC IDIQ contract will be awarded with a contract maximum value (CMV), to be shared by the award pool, of $75 million.

(6) Range of Task Order Values

The average task order contract is $25,000 to $5,000,000 with most task orders anticipated to fall in the range of $250,000 to $750,000.00.

I.E. Period of Performance

(1) Commencement. The Contractor shall begin performance on the effective date of the IDIQ contract. IDIQ performance evaluation measures include participation in task order solicitations.

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Work start dates will be determined for each individual TOC.

(2) Substantial Completion. Substantial completion of the IDIQ will be based on meeting 80% of the shared CMV. At substantial completion, contractors in the award pool will be notified of the IDIQ status; the notice will include the forecasted contract completion date for the IDIQ. 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.

I.F. Work Conditions/Site Requirements

See SOW.

I.G. Authorized Representatives

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties).

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

Authorized Representative Information:

Contracting Officer’s Information

Name: Maribeth Bonner

Address: 620 SW Main Street, Suite 108 Portland, OR 97205

Telephone: 503-705-2521

Email: maribeth.bonner@gsa.gov

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Authorized Representative Information:

Contract Specialist’s Information

Name: Savanah Cilk

Address: 1301 A Street, Suite 610 Tacoma, WA 98402

Telephone: 253-678-6138

Email: savanah.cilk@gsa.gov

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

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

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

Attachments A. IDIQ Terms & Conditions B. Example of TO Reps and Certs C. Task Order Request for Proposal (TORFP) - SEED Project (Future

TORFPs will follow this format) D. SEED Project SOW OIG Space Reduction E. SEED Project Price & Services Schedule and Associated Worksheets F. SEED Project Construction Wage Rate Determination - WA20230011 2023

02 03 Exhibits

1. PBS 3490.3 PBS CHGE 1 Security for Sensitive Building Information Related to Federal Buildings, Grounds, or Property (CUI, formally SBU)

2. Project Experience Form

3. Sample Key Personnel Resume Form

4. Past Performance Questionnaire

5. GSA Security Manual

6. IDIQ Price Schedule

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II. Prices

II.A. Basis of Pricing

(1) Contract Prices. All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base Contract, Unit Price, Options) in accordance with the Contract Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit.

(2) Knowledge of Conditions Affecting Price. FAR 52.236-3, Site Investigations and Conditions Affecting the Work, is incorporated by reference in this Contract.

The Contractor shall be presumed to have established all prices with knowledge of general and local conditions that may affect the cost of 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 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 Base Contract Work.

The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Options. If any portion of the Work is to be performed upon the timely exercise of an Option, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the Base Contract 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. Unless otherwise specified, all options may be exercised within 90 days of Contract award.

(5) 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.

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II.B. Contract Price Form

The Contract Price Form is the SF1442 and the Supporting IDIQ Price Schedule.

III. Terms and Conditions

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

FAR 52.211-10, Commencement, Prosecution, and Completion of Work and GSAR 552.211-10, Commencement, Prosecution and Completion of Work is supplemented as follows:

The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in GSAR 552.211-70 Substantial Completion (Mar 2019) and the time specified in Section I (Project Information), “Period of Performance” clause. If the Contract specifies different completion dates for different phases or portions of the Work, the Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of such phases or portions of the Work within the times specified.

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

III.C. Project Schedule

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

(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.

(2) The Contractor understands and acknowledges that the preparation and proper management of the Project Schedule is a material component of the

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Work, and that the Task Order price includes all costs of compliance with Project Schedule requirements.

(3) 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.

(4) The Contractor should anticipate that its initial submittal of the Project Schedule shall be subject to review and revision as contemplated by GSAM 552.236-515(h) 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.

(5) 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.

(6) 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.

(7) 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.

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(8) 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.

(9) The Contractor shall submit the Project Schedule electronically that can be readily uploaded into Microsoft Project 2010® and hard copy print format. Offeror shall provide a Preliminary Project Schedule narrative and a project schedule in MS Project format. The proposed schedule will run from the contract award date through the required date for substantial completion of construction and all punch list items. Detailed methods of accelerating the proposed schedule may be evaluated more favorably.

III.D. 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.

III.E. 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:

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

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

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

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

III.G. 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 purposed of FAR 52.211-10 Commencement, Prosecution, and Completion of Work, 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 Sustainably Complete if all fire and life safety systems are not tested and accepted by the Authority HavingJurisdiction, 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 Document: DB101-SB/MARCH 2023

Officer or appointed representative shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the TOCO 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 TOCO 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 TOCO’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.

III.H. 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.

III.I. Finality of Contract Modifications

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As set forth elsewhere in this Contract, the Contractor is entitled to additional consideration under certain conditions, including the issuance of change orders.

It is the Contractor's duty to include in proposals for equitable adjustment or other consideration all compensation to which it may be entitled, including cost and time. Unless otherwise explicitly stated in a modification to the Contract providing such consideration, adjustments to the Contract price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to compensation on account of the change or other condition giving rise to the modification.

III.J. 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 $1,000,000 per person and $2,500,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage.

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

III.K. 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

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

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

III. L. 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.

(2) Task Order Solicitation - 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) may be removed from the contract, unless in the judgment of the IDIQ Contracting Officer a compelling reason exists which temporarily prevents a firm from participating in the TO solicitation 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 (TOCO), 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. This format includes, at a minimum, the task order solicitation, the task order contract and the technical requirements. Performance of work on the Task Orders will only

Document: DB101-SB/MARCH 2023 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);

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

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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. The amount of the bid guarantee will be stated in the task order solicitation. The amount may be expressed as a percentage of the proposal or by an established dollar range, whichever is less.

(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. Increases to the original bond require a formal consent of surety. Invoices for bond premiums by the prime contractor require supporting documentation of payment. Acceptable documentation includes receipt of payment received by the surety from the prime contractor for the bond amount.

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. Increase to the original bond require a formal consent of surety. 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 (ILC) 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 ILC and a letter from the issuing Financial Institution confirming the ILC.

(9) Alternative Payment Protections If a task order is between $35,000 - $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

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The applicable Wage Rate Determination will be provided in each individual task order solicitation. Refer to FAR 52.222-6 and potentially 52.222-5, concerning applicable Construction Wage Requirements.

III.M. Administrative Matters

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

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

(a) Invoices shall be submitted electronically to the designated billing office specified in this Contract or in individual delivery/work orders. An electronic copy of the invoice shall be sent to the CO and COR as designated after award.

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

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

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

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

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

(iv) Additional documentation: N/A

(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.

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(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.

III.N. Safeguarding and Dissemination of Controlled Unclassified Information (CUI) Building Information

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

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

1. Authorized recipients.

a. Building information designated as CUI must be protected with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information, as defined in 32 C.F.R. § 2002.4(bb). Those with such a Lawful Government Purpose may include Federal, state and local government entities, and non-governmental entities engaged in the conduct of business on behalf of or with GSA. Non-governmental entities may include

Document: DB101-SB/MARCH 2023 (The Agreement) http://www.gsa.gov/portal/category/107203 http://www.fedidcard.gov/centerlist.aspx https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract. Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov, and have a Lawful Government Purpose to access such information. If a subcontractor is not registered in the SAM database and has a Lawful Government Purpose to possess CUI building information in furtherance of the contract, the subcontractor must provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor must keep this information related to the subcontractor for the duration of the contract and subcontract.

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

2. Dissemination of CUI building information:

a. By electronic transmission. Electronic transmission of CUI information outside of the GSA network must use session encryption (or alternatively, file encryption) consistent with National Institute of Standards and Technology (NIST) SP 800-

171. Encryption must be through an approved NIST algorithm with a valid certification, such as Advanced Encryption Standard or Triple Data Encryption Standard, in accordance with Federal Information Processing Standards Publication 140-2, Security Requirements for Cryptographic Modules, as required by GSA policy.

b. By nonelectronic form or on portable electronic data storage devices. Portable electronic data storage devices include CDs, DVDs, and USB drives.

Nonelectronic forms of CUI building information include paper documents, photographs, and film, among other formats.

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

Document: DB101-SB/MARCH 2023

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

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

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

5. Destroying CUI building information. When no longer needed, CUI building information must either be returned to the CO or destroyed in accordance with guidelines in NIST Special Publication 800-88, Guidelines for Media Sanitization.

6. Notice of disposal. The contractor must notify the CO that all CUI building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 5 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.

7. CUI security incidents. All improper disclosures or receipt of CUI building information must be immediately reported to the CO and the GSA Incident Response Team Center at gsa-ir@gsa.gov. If the contract provides for progress

Document: DB101-SB/MARCH 2023 (The Agreement) mailto:gsa-ir@gsa.gov 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 CUI 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.

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

[End of clause]

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

III.P. Safeguarding Sensitive Data and Information Technology Resources

In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT) 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 2100.1K GSA Information Technology (IT) Security Policy

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

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

Agency and Contractor Employees with Significant Security Responsibilities

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

Document: DB101-SB/MARCH 2023

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

Technology for Individuals with Disabilities

6. CIO 2106.1 GSA Social Media Policy

7. CIO 2107.1 Implementation of the Online Resource Reservation Software

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

9. CIO 2162.1 Digital Signatures

10. CIO P 2165.2 GSA Telecommunications Policy

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

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

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

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

15. CIO 2102 Information Technology (IT) Integration Policy

16. HCO 9297.1 GSA Data Release Policy

17. HCO 9297.2B GSA Information Breach Notification Policy

18. ADM P 9732.1 D Suitability and Personnel Security

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

III.Q. Options and Allowances

Option to Extend Services - The Government may require continued performance of any services within the limits and at the rates specified in the contract. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor no less than 30 days prior to the completion of the period of performance.

III.R. Changes to Award Pools

Document: DB101-SB/MARCH 2023

(1) On-ramp Process

The Government reserves the right to add contractor firms to the award pool by use of an on-ramp process. The on-ramp process will occur on an as needed basis during the first 48 months of the contract. The on-ramp process is necessary to ensure viable award pools remain throughout the maximum term of the IDIQ.

The total number of Contractors within the Western IDIQ for Construction award pools may fluctuate based upon capacity issues with contract awardees, mutual agreement of the Government and Contractors to be removed through the off-ramp process, substantial performance concerns, and changes in contractor specific business operations. This list is not all-inclusive. GSA has determined that the inclusion of on-ramp award procedures is in the best interest of the parties to a multiple award IDIQ because the IDIQ is predicated on competition at the task order level. In the absence of competition or sufficient competition, the IDIQ viability is decreased significantly. The use of on-ramp procedures, as detailed below, does not commit the Government to perform an on-ramp procedure.

On-ramp processes may be undertaken at any time during contract performance through month 48 of the IDIQ performance period. A determination to initiate on-ramp procedures will be based upon the following conditions:

a. Public notice is provided by amendment to the original solicitation as posted at the GPE (www.sam.gov).

b. The final conformed solicitation, agreement, and scope of work are the basis for the request for proposals during the on-ramp request. The on-ramp request for proposal will identify the number of available positions in an award pool by each MATOC IDIQ.

Minimum guarantees in the original amount of the initial solicitation will be used to create a binding agreement.

c. Offerors who submit proposals during the on-ramp process are required to meet the minimum requirements established for the initial acceptability review(s).

d. Proposals will be evaluated in accordance with the Highest Technically Rated with Fair and Reasonable Price source selection methodology.

e. Proposals will be evaluated by Government technical evaluation team, which will verify all information submitted in response to the on-ramp solicitation.

Document: DB101-SB/MARCH 2023

f. Contracts will be awarded up to the stated maximum number of positions available in an award pool.

g. The period of performance will be from date of award through the completion date of the existing IDIQ.

h. Contractors who receive a contract through the on-ramp process must meet the established performance expectations for the minimum guarantee and the IDIQ.

i. Replacement contractors are immediately eligible to participate in task order solicitations and received task order awards.

(2) IDIQ Suspension Process

a. GSA is responsible for ensuring performance and compliance with the terms of this contract and safeguarding the interests of the Government and the American taxpayer in its contractual relationships.