74330225R0028_Amendment1_5 Mar 25.pdf

AMERICAN BATTLE MONUMENTS COMMISSION

REQUEST FOR PROPOSAL

1. RFP NUMBER 2. REQUISITION NUMBER

3. DATE OF ISSUANCE 4. OFFER DUE DATE

5. ISSUED BY 6. FOR INFORMATION, CONTACT:

Name:

Phone:

Email: 7. PROJECT NO.

8. PROJECT TITLE AND LOCATION

9. PROPOSAL INSTRUCTIONS

10. SUBMIT OFFER TO:

11. NAME OF CONTRACTING OFFICER

11a. UNITED STATES OF AMERICA BY (Signature) 11b. DATE SIGNED

PAGE of PAGES ABMC FORM RFP

74330225R0028

TABLE OF CONTENTS:

Listing of Incorporated Purchase Requisitions Section B - Supplies or Services and Prices/Costs Section C - Description/Specifications/Work Statement Section D - Packaging and Marking Section E - Inspection and Acceptance Terms Section F - Delivery or Performance Section G - Contract Administration Data Section H - Special Contract Requirements Section I - Contract Clauses Section J - List of Documents, Exhibits, and other Attachments Section K - Representations, Certifications, and Other Statements of Offerors Section L - Instructions, Conditions and Notices to Offerors Section M - Evaluation Factors for Award

Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

20300-MN25-197

Section B - Supplies or Services and Prices/Costs

Item Number Base Item Number

Supplies/Services Quantity Unit

0001 Demolition and renovation works to the existing memorial in Saipan

1 LS

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

Purchase Requisitions 20300-MN25-197

IDC Type: Not Applicable

Clauses incorporated by reference

None

Clauses incorporated by full text

Section C - Description/Specifications/Work Statement

Section D - Packaging and Marking

Section E - Inspection and Acceptance Terms

Section F - Delivery or Performance

Line Item: 0001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

5/1/25 6/13/25 ABM Paris - Office 32 rue Monceau Paris

FR 75008

Section G - Contract Administration Data

Requesting Office Address ABM Paris - Office 32 rue Monceau Paris 75008 Phone: Fax:

Contact Details:

COR Office Address ABM Paris - Office 32 rue Monceau Paris 75008

Issuing Office Address

32 rue Monceau Paris 75008

Payment Office Address

32 rue Monceau Paris 75008

Section H - Special Contract Requirements

Section I - Contract Clauses

Article Number Reference Text 52.203-14 52.203-14 Display of Hotline Poster(s) (Nov 2021)

52.204-12 52.204-12 Unique Entity Identifier Maintenance (OCT 2016)

52.204-13 52.204-13 System for Award Management Maintenance (OCT 2018)

52.204-18 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

52.204-19 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014)

52.209-10 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

52.211-13 52.211-13 Time Extensions (SEPT 2000)

52.213-4 52.213-4 Terms and Conditions?Simplified Acquisitions (Other Than Commercial Products and Commercial Services) (Jan 2025)

52.222-6 52.222-6 Construction Wage Rate Requirements (AUG 2018)

52.222-7 52.222-7 Withholding of Funds (MAY 2014)

52.222-8 52.222-8 Payrolls and Basic Records (JUL 2021)

52.222-10 52.222-10 Compliance with Copeland Act Requirements (FEB 1988)

52.222-11 52.222-11 Subcontracts (Labor Standards) (MAY 2014)

52.222-12 52.222-12 Contract Termination-Debarment (MAY 2014)

52.222-13 52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations

(MAY 2014)

52.222-14 52.222-14 Disputes Concerning Labor Standards (FEB 1988)

52.222-15 52.222-15 Certification of Eligibility (MAY 2014)

52.223-2 52.223-2 Reporting of Biobased Products Under Service and Construction Contracts (May 2024)

52.225-14 52.225-14 Inconsistency Between English Version and Translation of Contract (FEB 2000)

52.227-4 52.227-4 Patent Indemnity-Construction Contracts (DEC 2007)

52.232-5 52.232-5 Payments under Fixed-Price Construction Contracts (MAY 2014)

52.232-23 52.232-23 Assignment of Claims (MAY 2014)

52.232-27 52.232-27 Prompt Payment for Construction Contracts (JAN 2017)

52.236-2 52.236-2 Differing Site Conditions (APR 1984)

52.236-3 52.236-3 Site Investigation and Conditions Affecting the Work (APR 1984)

52.236-5 52.236-5 Material and Workmanship (APR 1984)

52.236-7 52.236-7 Permits and Responsibilities (NOV 1991)

52.236-9 52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements.(APR 1984)

52.236-10 52.236-10 Operations and Storage Areas (APR 1984)

52.236-12 52.236-12 Cleaning Up (APR 1984)

52.236-13 52.236-13 Accident Prevention (NOV 1991)

52.236-26 52.236-26 Preconstruction Conference (FEB 1995)

52.242-14 52.242-14 Suspension of Work (APR 1984)

52.243-4 52.243-4 Changes (JUNE 2007)

52.243-5 52.243-5 Changes and Changed Conditions (APR 1984)

52.246-12 52.246-12 Inspection of Construction (AUG 1996)

52.246-13 52.246-13 Inspection-Dismantling, Demolition, or Removal of Improvements (AUG 1996)

52.246-21 52.246-21 Warranty of Construction (MAR 1994)

52.211-10 52.211-10 Commencement, Prosecution, and Completion of Work (APR 1984) The Contractor shall be required to (a) commence work under this contract within 6 wks calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than TBD.* The time stated for completion shall include final cleanup of the premises.

(End of clause)

52.225-9 52.225-9 Buy American-Construction Materials (Nov 2021)

(a) Definitions. As used in this clause?

Commercially available off-the-shelf (COTS) item ?

(1) Means any item of supply (including construction material) that is?

(i) A commercial product (as defined in paragraph (1) of the definition of "commercial product" at Federal Acquisition Regulation (FAR) 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

"Construction material" means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material.

Cost of components means?

(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the construction material (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material.

Domestic construction material means?

(1) For construction material that does not consist wholly or predominantly of iron or steel or a combination of both-

(i) An unmanufactured construction material mined or produced in the United States; or

(ii) A construction material manufactured in the United States, if?

(A) The cost of its components mined, produced, or manufactured in the United States exceeds 55 percent of the cost of all its components. Components of foreign origin of the same class or kind for which non availability determinations have been made are treated as domestic. Components of unknown origin are treated as foreign; or

(B) The construction material is a COTS item; or

(2) For construction material that consists wholly or predominantly of iron or steel or a combination of both, a construction material manufactured in the United States if the cost of foreign iron and steel constitutes less than 5 percent of the cost of all components used in such construction material. The cost of foreign iron and steel includes but is not limited to the cost of foreign iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the construction material and a good faith estimate of the cost of all foreign iron or steel components excluding COTS fasteners. Iron or steel components of unknown origin are treated as foreign. If the construction material contains multiple components, the cost of all the materials used in such construction material is calculated in accordance with the definition of "cost of components".

Fastener means a hardware device that mechanically joins or affixes two or more objects together. Examples of fasteners are nuts, bolts, pins, rivets, nails, clips, and screws.

Foreign construction material means a construction material other than a domestic construction material.

Foreign iron and steel means iron or steel products not produced in the United States. Produced in the United States means that all manufacturing processes of the iron or steel must take place in the United States, from the initial melting stage through the application of coatings, except metallurgical processes involving refinement of steel additives. The origin of the elements of the iron or steel is not relevant to the determination of whether it is domestic or foreign.

Predominantly of iron or steel or a combination of both means that the cost of the iron and steel content exceeds 50 percent of the total cost of all its components. The cost of iron and steel is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the product and a good faith estimate of the cost of iron or steel components excluding COTS fasteners.

Steel means an alloy that includes at least 50 percent iron, between 0.02 and 2 percent carbon, and may include other elements.

"United States" means the 50 States, the District of Columbia, and outlying areas.

(b) Domestic preference.(1) This clause implements 41 U.S.C.chapter 83, Buy American, by providing a preference for domestic construction material. In accordance with 41 U.S.C. 1907, the domestic content test of the Buy American statute is waived for construction material that is a COTS item, except that for construction material that consists wholly or predominantly of iron or steel or a combination of both, the domestic content test is applied only to the iron and steel content of the construction materials, excluding COTS fasteners. (See FAR 12.505(a)(2)). The Contractor shall use only domestic construction material in performing this contract, except as provided in paragraphs (b)(2) and (b)(3) of this clause.

(2) This requirement does not apply to information technology that is a commercial product or to the construction materials or components listed by the Government as follows:

________________________________________________[Contracting Officer to list applicable excepted materials or indicate "none"]

(3) The Contracting Officer may add other foreign construction material to the list in paragraph (b)(2) of this clause if the Government determines that-

(i) The cost of domestic construction material would be unreasonable. The cost of a particular domestic construction material subject to the requirements of the Buy American statute is unreasonable when the cost of such material exceeds the cost of foreign material by more than 20 percent;

(ii) The application of the restriction of the Buy American statute to a particular construction material would be impracticable or inconsistent with the public interest; or

(iii) The construction material is not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality.

(c) Request for determination of inapplicability of the Buy American statute. (1) (i) Any Contractor request to use foreign construction material in accordance with paragraph (b)(3) of this clause shall include adequate information for Government evaluation of the request, including-

(A) A description of the foreign and domestic construction materials;

(B) Unit of measure;

(C) Quantity;

(D) Price;

(E) Time of delivery or availability;

(F) Location of the construction project;

(G) Name and address of the proposed supplier; and

(H) A detailed justification of the reason for use of foreign construction materials cited in accordance with paragraph (b)(3) of this clause.

(ii) A request based on unreasonable cost shall include a reasonable survey of the market and a completed price comparison table in the format in paragraph (d) of this clause.

(iii) The price of construction material shall include all delivery costs to the construction site and any applicable duty (whether or not a duty-free certificate may be issued).

(iv) Any Contractor request for a determination submitted after contract award shall explain why the Contractor could not reasonably foresee the need for such determination and could not have requested the determination before contract award. If the Contractor does not submit a satisfactory explanation, the Contracting Officer need not make a determination.

(2) If the Government determines after contract award that an exception to the Buy American statute applies and the Contracting Officer and the Contractor negotiate adequate consideration, the Contracting Officer will modify the contract to allow use of the foreign construction material. However, when the basis for the exception is the unreasonable price of a domestic construction material, adequate consideration is not less than the differential established in paragraph (b)(3)(i) of this clause.

(3) Unless the Government determines that an exception to the Buy American statute applies, use of foreign construction material is noncompliant with the Buy American statute.

(d) Data. To permit evaluation of requests under paragraph (c) of this clause based on unreasonable cost, the Contractor shall include the following information and any applicable supporting data based on the survey of suppliers:

Foreign and Domestic Construction Materials Price Comparison

Construction Material Description Unit of Measure Quantity Price (dollars)*

Item1:

Foreign construction material

Domestic construction material

Item2:

Foreign construction material

Domestic construction material

[* Include all delivery costs to the construction site and any applicable duty (whether or not a duty-free entry certificate is issued)].

[List name, address, telephone number, and contact for suppliers surveyed. Attach copy of response; if oral, attach summary.]

[Include other applicable supporting information.]

52.226-8 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving (MAY 2024)

(a) Definitions. As used in this clause-

"Driving"?

(1) Means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.

(2) Does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary.

Text messaging means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park.

(b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, dated October 1, 2009.

(c) The Contractor is encouraged to-

(1) Adopt and enforce policies that ban text messaging while driving-

(i) Company-owned or rented vehicles or Government-owned vehicles; or

(ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government.

(2) Conduct initiatives in a manner commensurate with the size of the business, such as-

(i) Establishment of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and

(ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts that exceed the micro-purchase threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

52.228-13 52.228-13 Alternative Payment Protections (July 2000)

(a) The Contractor shall submit one of the following payment protections:

TBD

(b) The amount of the payment protection shall be 100 percent of the contract price.

(c) The submission of the payment protection is required within TBD days of contract award.

(d) The payment protection shall provide protection for the full contract performance period plus a one-year period.

(e) Except for escrow agreements and payment bonds, which provide their own protection procedures, the Contracting Officer is authorized to access funds under the payment protection when it has been alleged in writing by a supplier of labor or material that a nonpayment has occurred, and to withhold such funds pending resolution by administrative or judicial proceedings or mutual agreement of the parties.

(f) When a tripartite escrow agreement is used, the Contractor shall utilize only suppliers of labor and material that signed the escrow agreement.

52.232-35 52.232-35 Designation of Office for Government Receipt of Electronic Funds Transfer

Information (JUL 2013)

(a) As provided in paragraph (b) of the clause at 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management, the Government has designated the office cited in paragraph (c) of this clause as the office to receive the Contractor's electronic funds transfer (EFT) information, in lieu of the payment office of this contract.

(b) The Contractor shall send all EFT information, and any changes to EFT information to the office designated in paragraph (c) of this clause. The Contractor shall not send EFT information to the payment office, or any other office than that designated in paragraph (c). The Government need not use any EFT information sent to any office other than that designated in paragraph (c).

(c) Designated Office:

Name:

Mailing Address:

Telephone Number:

Person to Contact:

Electronic Address:

See Cover Page

52.252-2 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

52.252-4 52.252-4 Alterations in Contract (APR 1984) Portions of this contract are altered as follows:

52.252-6 52.252-6 Authorized Deviations in Clauses (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any _________ (48 CFR _________ ) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

. ABMC GTC for Construction - United Kingdom

AMERICAN BATTLE MONUMENTS COMMISSION (ABMC)

32 rue de Monceau

75008 Paris, France

TEL : +33.1.40.75.27.00

30 October 2020

GENERAL CONDITIONS

Construction, Major Repairs, Maintenance

For the United Kingdom

Whereas ABMC is an American governmental agency responsible for the operation, maintenance and improvement of American military cemeteries outside the United States, including in France; and

Whereas ABMC contracts for maintenance, repair and construction services to accomplish its mission of maintaining American military cemeteries and monuments in pristine condition; and

Whereas ABMC has adopted the following general terms and conditions that apply to contracts for maintenance, repair and construction contracts in relation with ABMC sites, and which are included, subject to any special conditions to be agreed separately and in writing and annexed to the parties' contract, in the final contract for services with ABMC;

Accordingly, this document sets out the rights and obligations of ABMC and the service providers who agree to participate in the execution of maintenance, repair and construction works projects of the American Battle Monuments Commission.

ARTICLE 1- Definitions

Wherever used in this document, the following words have the meaning given after them.

(a) "Commission" or "ABMC" - American Battle Monuments Commission, an agency of the United States federal government.

(b) "Contracting Officer" - The Officer authorized by the Commission to act in its name for the purpose of this contract.

(c) "Contractor" - The person or firm with whom this contract is signed.

(d) "Subcontractor" - A person or firm retained by the Contractor to execute certain work that is within the scope of the work set forth in the Contract.

(e) "Contract" ? The final signed agreement between the Contractor and the Commission, which will include these General Conditions set forth below.

(f) "Work"- is the Contractor's performance under the Contract, and includes, but is not limited to, materials, workmanship, and manufacture and fabrication of components.

ARTICLE 2 - Conduct of the Work

The Contractor shall conform rigorously to the drawings, specifications, and other Contract documents and such other documents as may be given by ABMC to the Contractor during the performance of the Contract in accordance with the provisions of these General Conditions. The Contractor shall change nothing in these documents without a written order from the Contracting Officer.

The Contractor shall keep on the work site a copy of the drawings and specifications and shall at all times give the Contracting Officer access to them. Anything mentioned in the specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both. In case of a difference between drawings and specifications, the specifications shall govern. In case of discrepancy in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to the Contracting Officer, who shall promptly resolve the discrepancy in writing. Any adjustment by the Contractor without such a resolution shall be at its own risk and expense.

ARTICLE 3 - General Observations

(a) The Contractor acknowledges that it has taken steps reasonably necessary to understand the nature and location of the Work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the Work or its cost, including but not limited to (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, water, electric power, and roads; (3) uncertainties of weather, river stages, tides, or similar physical conditions at the site; (4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during Work performance and (6) existing improvements and utilities at or near the worksite or on adjacent property of a third party. The Contractor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including any exploratory work done by the Commission, as well as from the drawings and specifications made a part of this Contract. Any failure of the Contractor to take the actions described and acknowledged in this paragraph will not relieve the Contractor from responsibility for properly estimating the difficulty and cost of successfully performing the Work, or for proceeding to successfully perform the Work without additional expense to the Commission.

(b) The Commission assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information provided by the Commission. Nor does the Commission assume responsibility for any understanding reached or representation made concerning conditions which can affect the Work by any of its officers or agents before the execution of this Contract, unless that understanding or representation is expressly stated in this Contract.

(c) It is expressly agreed that if in the drawings, specifications or the other Contract documents any features have been omitted that are essential to the complete performance of the Work, the Contractor must supply these features without additional expense to the Commission, the Work being concluded at a lump, final and non-revisable price.

ARTICLE 4 ?Execution of the Work; Supply of materials

(a) The Contractor shall furnish all materials, equipment, labor, means of transportation and all accessories necessary to the execution of the Work. All equipment, material, and articles incorporated into the Work covered by the Contract shall be new and of the most suitable grade for the purpose intended, and acquired at the Contractor's expense, unless otherwise specifically provided in this Contract. References in the specifications to equipment, material, articles, or patented processes by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. The Contractor may, at its option, use any equipment, material, article, or process that, in the judgment of the Contracting Officer, is equal to that named in the Contract, unless otherwise specifically provided in the General or any Special Conditions to the Contract.

(b) The Contractor shall obtain the Contracting Officer's approval of the machinery and mechanical and other equipment to be in connection with the Work. When requesting approval, the Contractor shall provide to the Contracting Officer the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of such machinery and mechanical and other equipment. The Contractor shall also obtain the Contracting Officer's approval of the material or articles which the Contractor contemplates incorporating into the Work. When requesting approval, the Contractor shall provide full information concerning the material or articles. When directed to do so, the Contractor shall submit samples for approval at the Contractor's expense, with all shipping charges prepaid. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection by the Commission, and the Contractor shall be responsible for the cost of any removal or replacement required by the Commission.

(c) All work under this Contract shall be performed in a skillful and workmanlike manner. Upon written request from the Contracting Officer, the Contractor shall remove from the worksite any employee the Contracting Officer deems incompetent, careless, or otherwise objectionable.

(d) Prior to starting the work the Contractor shall verify the accuracy of the information given in the specifications, drawings, and other documents.

(e) At all times during performance of this Contract and until the Work is completed and accepted, the Contractor shall directly superintend the Work or assign and have on the worksite a competent superintendent who is satisfactory to the Contracting Officer and has authority to act for the Contractor.

ARTICLE 5 - Subcontractors

Any subcontractors and outside associates or consultants engaged by the Contractor to perform any of the work covered by the Contract must be specifically identified and agreed to by ABMC during negotiation of the Contract. The Contractor shall obtain the Contracting Officer's written consent before substituting any subcontractors, associates, or consultants.

ARTICLE 6 - Behavior of the workers at the worksite

(a) The worksite being a military cemetery, or a commemorative monument, the Contractor's workers and subcontractors shall exhibit respectful, quiet, and dignified behavior at all times. No meals on lawn (picnics), drinking of alcoholic beverages, noisy activities or playing of music, or any other disrespectful behavior are permitted.

(b) No notice, poster or sign, of any type about the Work may be posted, affixed, or attached on any monument or memorial, or in any cemetery, without the express written approval of the Contracting Officer. Any damage to any property or cemetery resulting from any unauthorized signage shall be the responsibility of the Contractor.

ARTICLE 7 - Conferences, Appointments at the work site

The Contractor shall be personally present at all worksite meetings as and when directed by the Contracting Officer.

ARTICLE 8 - Emergency measures

The Contractor shall on its own initiative (in addition to taking such other precautions as are indicated elsewhere in this Contract), without awaiting instructions or authorization from the Contracting Officer or the Commission, act at its discretion in any emergency affecting the safety of life, or the works, or of the Commission's property or of adjoining property, or the integrity of existing vegetation, in order to prevent any such threatened loss, injury or damage. The Contractor will also act to prevent such loss if specifically so instructed or authorized by the Contracting Officer or the Commission. Any compensation claimed by the Contractor for such emergency work shall be determined by agreement; provided that no payment shall be made on this account except in the case of exceptional contingencies which, in the opinion of the Contracting Officer, could not have been foreseen when the contract was signed, and which are beyond the control of the Contractor.

ARTICLE 9- Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements

(a) The Contractor shall preserve and protect all structures, equipment, and vegetation (such as trees, shrubs, and grass) on or adjacent to the worksite, which are not to be removed and which do not unreasonably interfere with the work required under this contract. The Contractor shall only remove trees when specifically authorized to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during Contract performance, or by the careless operation of equipment, or by workers, the Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree-pruning compound as directed by the Contracting Officer.

(b) The Contractor shall protect from damage all existing improvements and utilities (1) at or near the worksite and (2) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. The Contractor shall repair any damage to those facilities, including those that are the property of a third party, resulting from failure to comply with the requirements of this Contract or failure to exercise reasonable care in performing the work. If the Contractor fails or refuses to repair the damage promptly, the Contracting Officer may have the necessary work performed and charge the cost to the Contractor.

ARTICLE 10 - Correction of Work before payment

All materials and articles furnished shall be new, of the best quality, of the character specified in the Contract and of the sizes set out in the plans and specifications. Material and articles which fail to conform to the Contract, whether incorporated in the Work or not, will be rejected by the Contracting Officer.

The Contractor shall, at its expense and by the date specified by the Contracting Officer, remove from the premises all materials rejected by the Contracting Officer or, if the Contracting Officer so instructs, shall set them aside to be removed no later than upon completion of its Work. The Contractor shall replace and re-execute promptly its own work in accordance with the Contract and without extra expense to the Commission, and the Contractor shall bear the expense of repairing or replacing the work of other contractors that may be destroyed or damaged by such removal or replacement. Moreover, all payments under this Contract shall be suspended until the Work is corrected according to the Contracting Officer's instructions.

ARTICLE 11 - Inspection of Construction

(a) The Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed under the contract conforms to Contract requirements. The Contractor shall maintain complete inspection records and make them available to the Commission. All work shall be conducted under the general direction of the Contracting Officer and is subject to Commission inspection and test at all places and at all reasonable times before acceptance, to ensure strict compliance with the terms of the contract.

(b) The Commission inspections and tests are for the sole benefit of the Commission and do not -

(1) Relieve the Contractor of responsibility for providing adequate quality control measures;

(2) Relieve the Contractor of responsibility for damage to or loss of the material before acceptance;

(3) Constitute or imply acceptance; or

(4) Affect the continuing rights of the Commission after acceptance of the completed work under paragraph (h) below.

(c) The presence or absence of a Commission inspector does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the specification without the Contracting Officer's written authorization.

(d) The Contractor shall promptly furnish, at no increase in contract price, all facilities, labor, and material needed for performing such safe and convenient inspections and tests as may be required by the Contracting Officer. The Commission may charge to the Contractor any additional cost of inspection or test when work is not ready at the time specified by the Contracting Officer for inspection or test, or when prior rejection makes reinspection or retest necessary. The Commission shall perform all inspections and tests in a manner that will not unnecessarily delay the Work. Special, full size and performance tests shall be performed as described in the Contract.

(e) The Contractor shall, without charge, replace or correct Work found by the Commission not to conform to Contract requirements, unless the Commission consents to accept the Work with an appropriate adjustment in contract price.

(f) If the Contractor does not promptly replace or correct rejected work, the Commission may (1) by contract or otherwise, replace or correct the Work and charge the cost to the Contractor or (2) terminate for default the Contract.

(g) If, before acceptance of the Work, the Commission decides to examine already completed Work by removing it or tearing it out, the Contractor, on request, shall promptly furnish all necessary facilities, labor, and material. If the Work is found to be defective or nonconforming in any material respect due to the fault of the Contractor or its subcontractors, the Contractor shall defray the expenses of the examination and of satisfactory reconstruction. However, if the Work is found to meet contract requirements, the Contracting Officer shall make an equitable adjustment for the additional services involved in the examination and reconstruction, including, if completion of the Work was thereby delayed, an extension of time.

(h) Unless otherwise specified in the Contract, the Commission shall accept, as promptly as practicable after completion and inspection, all work required by the Contract or that portion of the Work the Contracting Officer determines can be accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or the Commission's rights under any warranty or guarantee.

ARTICLE 12?Suspension of work

(a) The Contracting Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the Work of this contract for the period of time that the Contracting Officer determines appropriate for the convenience of the Commission.

(b) If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed, or interrupted

(1) by an act of the Contracting Officer in the administration of this contract, or (2) by the Contracting Officer's failure to act within the time specified in this Contract (or within a reasonable time if not specified), an adjustment shall be made for any increase in the cost of performance of this Contract (excluding profit) necessarily caused by the unreasonable suspension, delay, or interruption, and the Contract shall be modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this Contract.

(c) A claim under this clause shall not be allowed (1) for any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract.

ARTICLE 13 ?Stop work order

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause.

Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either -

(1) Cancel the stop-work order; or

(2) Terminate the Work covered by the order as provided in the Termination of Contract clause (article 20) of this Contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if -

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon a proposal submitted at any time before final payment under this Contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Commission, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

ARTICLE 14 - Differing site conditions

(a) The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of

(1) subsurface or latent physical conditions at the site which differ materially from those indicated in this Contract, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the Contract.

(b) The Contracting Officer shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performing any part of the work under this contract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the Contract modified in writing accordingly.

(c) No request by the Contractor for an equitable adjustment to the Contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in (a) above for giving written notice may be extended by the Contracting Officer.

(d) No request by the Contractor for an equitable adjustment to the Contract for differing site conditions shall be allowed if made after final payment under this Contract

ARTICLE 15 - Labor and Social laws, Public regulations

15.1 The Contractor, being the sole employer of all workers required for the execution of this Contract, and any subcontractors, shall be responsible for compliance with all applicable labor, immigration, and social protection/insurance laws, including all worker Accident Insurance and Social Security Laws of the country in which the work is to be performed.

Furthermore, the Contractor shall conform to all laws, decrees, orders, etc., applicable to work performed under the Contract (including by any subcontractors), and shall possess all permits and authorizations relative to the work.

15.2 The Contractor is responsible for all costs, fees and expenses incurred in connection with complying with applicable legal requirements; accepts full liability for any and all claims which may be asserted by any party from its failure to comply with these legal requirements; and agrees to indemnify the Commission for any fees, fines, penalties, or other costs incurred by the Commission as a result of the Contractor's or any subcontractor's failure to comply with these legal requirements.

15.3 The Contractor, and any subcontractors, shall submit to the Commission, at the latest at the signing of the Contract, a copy of all documents required by administrative agencies that demonstrate full compliance with applicable labor, immigration, and social protection/insurance laws.

ARTICLE 16?Intellectual Property

The contractor shall hold and save the Commission, its Contracting Officer or other representative, and all other persons acting for it as agents, harmless from all demands or liabilities for the use of any patented or unpatented invention or process, trademark, copyright, or moral right, in the works herein contracted for, or in any way concerning the performance of this Contract by the Contractor, and shall accordingly indemnify the Commission with respect to any claims, damages, costs (including legal fees) and expenses the Commission may incur as a result thereof.

ARTICLE 17 - Insurance

17.1 Insurance of the Commission

The Commission being a public entity, the Contractor acknowledges and accepts that the Commission is not bound to subscribe an insurance dommages-ouvrage pursuant to Section L.242-1 of the French Insurance Code, or such similar requirements that may apply in the country where the work will be performed.

17.2 Insurance of the Contractor

(a) The Contractor is required to provide any insurance that is legally necessary. The Contractor shall subscribe insurance covering any liability that may arise, such insurance having caps sufficiently high to ensure that the Commission will be fully compensated for any loss or damage caused by the Contractor or subcontractors until formal acceptance of the Work by the Commission.

(b) The Contractor shall also subscribe "Civil liability" insurance covering risks of injury and loss to third parties and to the Commission (and its agents) due to worksite accidents, including damage caused by vehicles or machinery used by the Contractor or subcontractors to perform the Work. Such insurance shall have caps sufficiently high to ensure that the Commission will be fully compensated for any loss or damage caused by the Contractor or its subcontractors until formal acceptance of the Work by the Commission. All such policies shall specifically identify the Commission as a policy beneficiary or interested person.

(c) The insurance company writing this insurance shall be a reputable, solvent company. The Contractor shall obtain approval of the insurance company from the Contracting Officer before the Contractor accepts coverage under the policies.

(d) Certificates of such insurance shall be filed with the Contracting Officer, and shall also be available for inspection with the Contractor at any time by the Contracting Officer.

(e) The policies shall provide that no payment under them shall be made to the Contractor by the Insurance Company, unless approved in writing by the Contracting Officer.

(f) The Contractor commits to require from any subcontractor the same obligations of insurance pursuant to these General Conditions. The Contractor will not retain a subcontractor that has not subscribed the required insurance, or whose activities are not expressly covered by the Contractor's insurance.

(g) In case of termination of the insurance, the Contractor shall immediately inform the Commission of the termination; shall pay all the insurance premiums then due to the insurer within the period requested by the insurer; and shall take all steps to maintain the insurance coverage until acceptance of the Work, or to subscribe other insurance offering similar coverage and of same duration. Failure by the Contractor to maintain insurance coverage approved by the Contracting Officer will be a cause for termination of the Contract.

(h) The conditions of insurance of the Contractor are independent from its contractual or other liability to the Commission under the Contract. The Contractor may not rely on insufficient insurance coverage (whether or not approved by the Commission), or invoke a deductible or any other clause or event that could be asserted by its insurer under the policies to limit insurance benefits or payments, to claim that the Contractor's own liability to the Commission is limited or capped.

ARTICLE 18 - Acceptance of the Work

(a) Within a reasonable time period to be agreed by the parties in writing, but which cannot exceed 60 days, after the completion of the Work, the Contractor shall request to the Commission, by registered letter with acknowledgment of receipt, that the Work be accepted.

The Commission will then set, in agreement with the Contractor, the date of the inspection to be held in the presence of the Contractor.

(b) If, during the inspection, no omission, imperfection, or defect is found, the Commission will accept the Work without reservation in minutes dated and signed by the Commission and notified to the Contractor; such minutes will constitute the Certificate of Completion, and will mark the actual date of completion of the Work.

If, during the inspection, omissions, imperfections or defects are found which render the Work incomplete, the Commission will notify the Contractor of its non-acceptance or acceptance with reservation.

If acceptance is made with reservation, the Commission and the Contractor shall jointly agree to a deadline for the Contractor to perform the additional required works.

(c) If within the agreed time limit the Contractor remedies any omissions, imperfections, or defects identified during the first inspection, then a new inspection will be held in accordance with paragraph (a).

If the Contractor does not complete the additional Work within fifteen (15) days after the agreed time limit, the Commission may complete the Work by the means of its choice, at the expense and risk of the Contractor.

(d) If certain Work or parts of Work are not fully compliant with the contract specifications, but the defects do not negatively affect physical safety of people on the site, the security of the site itself, or the ability to effectively use the works, the Commission may, at its discretion, waive the requirement that defective works be repaired, and apply instead a proportional price reduction of the Work that takes into account the unrepaired defects.

ARTICLE 19 ?Warranty of…