Agreement.pdf

ARMY AND AIR FORCE

EXCHANGE SERVICE

CONTRACT FOR

Convert Burger King to Panera Bread At Fort Gregg-Adams, Virginia

CONTRACT#: GNFR-FC-GRA-24-22610

Project Number: 0312-23-000009

NIKISHA KNOWLTON, Contracting Officer

3911 S. Walton Walker Blvd.

Dallas, Texas 75236

ONLY AN EXCHANGE CONTRACTING OFFICER HAS THE AUTHORITY TO BIND THE ARMY AND

AIR FORCE EXCHANGE SERVICE TO THIS CONTRACT, ALTERATIONS, AND AMENDMENTS.

Table of Contents

1. INTRODUCTION

A. Parties

B. Legal Status

C. Business Description

D. Type of Contract

E. Restrictions

2. SPECIFICATIONS

A. Detail Description of Goods or Services

B. Cost Break-down (see next page)

3. TERMS AND CONDITIONS

A. General Provisions

1) Notices

2) Order of Precedence

3) Procurement Integrity, Gratuities and Contingent Fees

4) Officials Not to Benefit

5) Contractor Personnel and Representatives

6) Composition of Contractor

7) Assignment

8) Permits and Responsibilities

9) Federal, State, Local and Foreign Taxes

10) Inconsistencies

11) Oral Representations

12) Indemnify and Hold Harmless

13) Examination Of Records

14) Insurance

15) Additional Security

16) Conditions Affecting the Work

17) Site Investigation

18) Differing Site Conditions

19) Specifications And Drawings

20) Base Lines and Grades

21) Performance Of Work by Contractor

22) Contractor Supervision

23) Materials and Workmanship

24) Availability And Use of Utility Services

25) Operation and Storage Areas

26) Cleaning Up

27) Protection Of Material and Work

28) Protection Of Existing Vegetation, Structure, Utilities and Improvements

29) Accident Prevention

30) Schedule and Progress

31) Inspection And Acceptance

32) Other Contracts

33) Exchange-Furnished Property

34) Changes

35) Pricing of Adjustments

36) Amendments

37) Notification Of Debarment/Suspension Status

38) Disputes

39) Termination For Default-Damages for Delay-Time Extensions

40) Liquidated Damages

41) Nonwaiver of Defaults

42) Termination For Convenience of The Exchange

43) Suspension Of Work

44) Payments

45) Use And Possession Prior To Completion

46) Drug-Free Workplace

47) Warranty Of Construction

48) Davis-Bacon Act

49) Contract Work Hours and Safety Standards Act - Overtime Compensation

50) Apprentices And Trainees

51) Compliance With Copeland Act Requirements

52) Payrolls And Basic Records

53) Withholding

54) Subcontracts

55) Contract Termination-Debarment

56) Disputes Concerning Labor Standards

57) Convict Labor

58) Affirmative Action for Individuals with Disabilities

59) Affirmative Action for Disabled Veterans And Veterans Of The Vietnam Era

60) Notice To Prospective Subcontractors of Requirement For Certifications Of Nonsegregated

61) Equal Opportunity

62) Standard Federal Equal Employment Opportunity Construction Contract Specifications

63) Notice To Exchange of Labor Disputes

64) Representatives

65) Restrictions On Purchases of Foreign Goods

66) Contractor's General Environmental Compliance

67) Fines Or Penalties for Environmental Non-Compliance

68) Contractor’s Liability for Environmental Damages

69) Federal Compliance with Right-To-Know And Pollution Prevention Laws

70) Recycled Materials

71) Asbestos

72) Polychlorinated Biphenyl S (PCBs)

73) Lead-Based Paint

74) Ozone-Depleting Substances

75) Contaminated Soil or Groundwater

76) Unexploded Munitions

77) Unexpected Artifacts or Relics

78) Choice Of Law and Forum

79) Privacy Act

80) Advertisements

81) Personal Identity Verification of Contractor Personnel

82) Combating Trafficking In Persons

83) Green Clause

84) Performance

85) Increasing the Minimum Wage for Federal Contractors

86) Establishing Paid Sick Leave for Contractors

87) Exchange Contractor Performance Evaluations

88) Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity

89) Fire Protection

90) 2019 NDAA Section 889 Representations

91) Prohibition on Procurement of Certain Items Containing Perfluorooctane Sulfonate or

92) Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region

93) Buy American Act – Trade Agreements Act

4. U.S. DEPT OF LABOR WAGE DETERMINATION

5. SIGNATURES

1. INTRODUCTION

A. Parties This contract (hereinafter referred to as “this Contract” or “the Contract” without regard to capitalization unless the context indicates otherwise is entered into by and between the Army and Air Force Exchange Service (“the Exchange”) and AAFES SOURCING EVENT (hereinafter referred to as “Concessionaire” or “Contractor”, without regard to capitalization or use of the definite article unless the context indicates otherwise). If the Concessionaire is comprised of more than one legal entity, each such entity shall be jointly and severally liable for the obligations of Concessionaire.

B. Legal Status The Army and Air Force Exchange Service (the Exchange), including its activities, offices, and individual facilities, is an integral part of the Departments of the Army and Air Force, and an instrumentality of the United States Government. Exchange Contracts are United States Contracts; however, they do not obligate appropriated funds of the United States. Exchange procurement policy is established by applicable directives and instructions promulgated by the U.S. Department of Defense. The Federal Acquisition Regulation does not apply to the Exchange.

C. Business Description The Exchange operates retail facilities on military installations all over the world. The facilities include direct operated big box retail outlets, convenience stores with gasoline, food operations and concessionaire operated food operations and concessionaire-run commodity and service operations. The Exchange also operates an ecommerce website that sells goods and services to authorized patrons.

D. Type of Contract This Contract is to provide Convert Burger King to Panera Bread at Fort Gregg-Adams, Virginia. The Contract will commence upon Notice to Proceed and will end 140 calendar days from the date of commencement. A detailed description of the requirement is in Section 2A of this Contract.

E. Restrictions Contractor will operate at an Exchange facility. Since the Exchange is an instrumentality of the United States Government, there are certain restrictions on Contractor’s activities. Specifically, Contractor will not represent itself to be an agent or representative of the Exchange, another instrumentality, or an agency of the United States. All Contractor advertisements that refer to the Exchange or military exchanges will contain a statement that the advertisement was neither paid for nor sponsored, in whole or in part, by the Exchange, the military exchange system, or the United States Government.

2. SPECIFICATIONS

A. Detail Description of Goods or Services

This Contract is to provide Construction service for Convert Burger King to Panera Bread.

The Drawings and Specifications Numbered 0312-23-000009 Dated 19 August 2024 are attached and incorporated into this contract.

B. Cost Break-down (see next page)

COST BREAKDOWN

Project Convert Burger King to Panera Bread Project Number 0312-23-000009 Total SF

Location Fort Gregg-Adams, VA

Estimate Date $ / SF

Total Days Contractor Offeror #

(GC MUST ENTER P/OH %) Profit ____% Overhead ____%

COST SUMMARY Material Labor Total Cost

1000 Division 1 - General Requirements 2000 Division 2 - Sitework 3000 Division 3 - Concrete 4000 Division 4 - Masonry 5000 Division 5 - Metals 6000 Division 6 - Wood And Plastics 7000 Division 7 - Thermal And Moisture Protection 8000 Division 8 - Doors And Windows 9000 Division 9 - Finishes

10000 Division 10 - Specialties 11000 Division 11 - Equipment 12000 Division 12 - Furnishes 13000 Division 13 - Special Construction 14000 Division 14 - Conveying Systems 15000 Division 15 - Mechanical 16000 Division 16 - Electrical

Division 17 Thru 20 - Not Used 21000 Division 21 - Fire Suppression 22000 Division 22 - Plumbing 23000 Division 23 - Hvac

Divisions 24 Thru 25 - Not Used 26000 Division 26 - Electrical

27000 Division 27 - Not Used 28000 Division 28 - Fire Alarm/Life Safety System

Divisions 29 Thru 30 - Not Used 31000 Earthwork 32000 Exterior Improvements 33000 Utilities

34 Thru 49 - Not Used Materials Labor Lump Sum

TOTALS

OPTIONS, ALTERNATIVES AND/OR UNIT PRICES: If options, alternatives and/or unit prices are identified in this solicitation, enter price(s) in the space below. Any of option line items may be awarded independently, collectively, or may not be awarded at all. See Specifications Section 01 10 15-1

Combined Work – All Trades Contract

SCHEDULE OF OPTIONS:

Option Proposal 1: Provide selective demolition and new construction work to provide replacement of site lighting fixtures with new LED lighting fixtures as indicated: $________________

1. Remove and dispose of site lighting fixtures and related components and replace with new LED lighting fixtures.

2. Pertinent work specified elsewhere:

a. Division 1 – General Requirements.

b. Section 02 41 19 – Selective Demolition.

c. Section 07 90 00 – Building Joint Sealers.

d. Section 26 00 60 – Electrical Demolition for Remodeling.

e. Section 26 05 19 – Building Wire & Cable.

f. Section 26 05 26 – Grounding & Bonding.

g. Section 26 05 29 – Supporting Devices.

h. Section 26 05 33 – Conduit.

i. Section 26 05 34 – Boxes.

j. Section 26 56 00 – Site Lighting.

If you are the successful offeror and are awarded this contract, your awarded contract Lump Sum Amount will be shared with the unsuccessful offerors that propose on this solicitation.

3. TERMS AND CONDITIONS

A. General Provisions

1) Notices

All notices, consents, waivers, and other communications under this Contract must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by email (with confirmation of receipt), (c) sent by an overnight delivery service (with confirmation of receipt), or (d) sent by certified or registered mail, return receipt requested, to the designated Contracting Officer and to the Contractor’s representative identified below (or to such other persons and addresses as a party may designate by written notice to the other party).

Contractor:

AAFES SOURCING EVENT,

The Exchange:

Attn: NIKISHA KNOWLTON 3911 S. Walton Walker Blvd.

Dallas, Texas, 75236 knowltonn@aafes.com

2) Order of Precedence In the event of an inconsistency or conflict between or among the provisions of this Contract, the inconsistency or conflict shall be resolved by giving precedence to the various provisions in the following order as applicable: (a) cover page and section one; (b) section two; (c) section three; (d) other sections;

(e) any attached exhibits.

3) Procurement Integrity, Gratuities and Contingent Fees

a) By submission of an offer or performance of this contract, the offeror or contractor certifies with respect to this Exchange purchase action:

1. that no discussion, offer or promise of future employment or business opportunity has nor will be made to the Exchange civilian or military personnel who personally and substantially participated in the purchase action;

2. that no offer, promise or gift of any gratuity, entertainment, money, or other thing of value has nor will be made to any Exchange civilian or military personnel or any other employee of the United States Government or member of their family or household;

3. that no information proprietary to other offerors or other purchasing information (offeror list, prices offered, technical evaluations or rankings, etc.) is sought or obtained until it is available to the public under the Exchange procedures.

4. that no person or selling agency has been employed or retained to secure this contract for a commission, percentage, brokerage or contingent fee except bona fide employees or bona fide established commercial selling agencies retained by the contractor for the purpose of securing business.

b) Contractor certifies that no gratuities (entertainment, gifts, money, kickbacks or other thing of value) were nor will be solicited or accepted by the contractor, or any contractor representative, from any subcontractor or subcontractor representative, for the purpose of obtaining or rewarding favorable treatment in connection with this contract or any subcontract under it.

c) Contractor will report in writing to the Director, Loss Prevention Directorate, any possible violation of this clause when there are reasonable grounds to believe a violation may have occurred. The contractor will cooperate fully with any federal agency investigation of a possible violation of this clause.

d) For breach of any of these certifications, the Exchange may terminate this contract for default, and/or deduct from amounts due under this or other contracts, or charge contractor for, the total value of any contingent fee, gratuity or kickback or other loss to the Exchange arising out of the breach.

4) Officials Not to Benefit No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

5) Contractor Personnel and Representatives

a) This agreement does not create an employment or joint employer relationship between an employee of the Contractor and the Exchange. Contractor is the sole employer of its employees. Personnel employed by Contractor under this contract are not employees of the Exchange. The Exchange affirmatively disclaims control over the terms and working conditions of the Contractor’s employees, including but not limited to the ability to hire, fire, discipline, train, set work hours, taxes, determine compensation and benefits, and exercising day-to-day supervision.

b) Contractor is responsible for compliance with labor, employment and tax laws, and will accept liability for breach of applicable labor, employment and tax laws and terms of this contract. In the event of a breach by Contractor related to this provision, Contractor agrees to indemnify the Exchange.

c) Contractor will discontinue using any individual in Exchange facilities upon contracting officer's written notice that the individual is not acceptable for performance under this contract. Contractor will not use any such person to perform other Exchange contracts without the prior written consent of the contracting officer. These requirements are not requests by the Exchange for the termination of the individual’s employment with Contractor, but a requirement only under the Contract not to use any such individual under this contract, other Exchange contracts or work in Exchange facilities without prior written consent.

d) Contractor personnel will abide by applicable laws, regulations and military command directives and conduct themselves so as not to reflect discredit on the Exchange.

e) Contractor will not represent himself/herself to be an agent or representative of the Exchange, another instrumentality, or an agency of the United States.

6) Composition of Contractor If the contractor hereunder is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.

7) Assignment The Assignment of Claims Acts, 31 U.S.C. 3727 and 41 U.S.C. 6305, are not applicable to amounts due under Exchange contracts. Contractor may not assign its rights or delegate its obligations under this contract, and the Exchange will neither consent to, nor recognize, any purported assignment. Contractor may request permission from the contracting officer to have contract payments forwarded to a third party.

8) Permits and Responsibilities The contractor shall, without additional expense to the Exchange, be responsible for obtaining any necessary licenses and permits, and for complying with applicable Federal, state, foreign and municipal laws, codes and regulations, in connection with the prosecution of the work. The contractor shall be similarly responsible for all damages to persons or property that occur as a result of the contractor’s fault or negligence. The contractor shall take proper safety and health precautions to protect the work, the workers, the public and the property of others. The contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire construction work, except for any completed unit of work which may have been accepted under the contract.

9) Federal, State, Local and Foreign Taxes

a) The responsibility for determining the applicability of any taxes imposed on the performance of this contract or any subcontract hereunder rests with the contractor. The contract price includes all applicable federal, state and local taxes and customs duties. Some state or local laws or regulations exempt purchases of materials or supplies incorporated into or used in the performance of federal contracts. The contract price does not include any tax for which an exemption exists at the time of contract award.

b) Nevertheless, with respect to any Federal excise tax or duty on the transactions or property covered by this contract, if a statute, a court decision, written ruling or regulation takes effect after the contract date, and

1. results in the contractor being required to pay or bear the burden of any such Federal excise tax or duty or increase in the rate thereof which would not otherwise have been payable on such transactions or property, the contract price shall be increased by the amount of such tax or duty or rate increase, provided the contractor warrants in writing no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price as a contingency reserve or otherwise; or

2. results in the contractor not being required to pay or bear the burden of, or in obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such transactions or property or which was the basis of an increase in the contract price, the contract price shall be decreased by the amount of the relief, refund or drawback, or that amount shall be paid to the Exchange, as directed by the contracting officer. The contract price shall be similarly decreased if the contractor, through his fault or negligence or his failure to follow instructions of the contracting officer, is required to pay or bear the burden of, or does not obtain a refund or drawback of, any such Federal excise tax or duty.

c) Subparagraphs "a" and "b" above shall not be applicable to social security taxes or to any other employment tax.

d) Except as otherwise provided in this contract, the contract price includes all applicable foreign taxes and duties. The contractor warrants that the contract price does not include any tax or duty which the government of the United States and the government of the country wherein the contract is to be performed has agreed shall not be applicable to purchasing of goods and services by the U.S. forces.

Should the prices in this contract include any such tax or if after the date of this contract, contractor be exempted from any tax or duty included in the price of goods and/or services provided for in this contract, the contract price shall be decreased by the amount of such tax or duty.

e) No adjustment of less than $100 shall be made in the contract price pursuant to this clause.

f) As used in this clause, the term "contract date" means the actual contract date. As to additional supplies or services purchased by modification of this contract, the term "contract date" means the date of such modification.

g) Unless there does not exist any reasonable basis to sustain an exemption, the Exchange upon the request of the contractor shall, without further liability, furnish evidence appropriate to establish exemption from any Federal, state, foreign or local tax; provided that, evidence appropriate to establish exemption from any Federal excise tax or duty which may give rise to either an increase or decrease in the contract price will be furnished only at the discretion of the Exchange.

h) The contractor shall promptly notify the contracting officer of matters which will result in either an increase or decrease in the contract price and shall take action with respect thereto as directed by the contracting officer.

10) Inconsistencies To the extent of any inconsistency between the General Provisions and any specifications or other provisions, the General Provisions shall control.

11) Oral Representations

This Contract represents the entire agreement of the parties. Any changes or amendments thereto may not be recognized by the Exchange unless committed to in writing and incorporated by reference into the Contract by the Contracting Officer.

12) Indemnify and Hold Harmless

a) Contractor will indemnify, hold harmless and defend the Exchange and all other United

States agencies and Instrumentalities, their agents, representatives, employees and customers from any and all suits, judgments and claims, including those established by or pursuant to court decisions, to international agreements, or duly promulgated United States Government regulations and all charges and expenses incident thereto which arise out of the following:

1. The alleged or established violation or infringement of any patent, copyright or trademark rights asserted by any third party with regard to items or services provided by contractor;

2. The loss, damage, or injury alleged or established to have arisen out of or in connection with items or services provided by contractor, to the extent contractor can be held liable for such loss, damage, or injury in accordance with applicable federal and state law.

b) Contractor is hereby notified that injury and damage claims against the Exchange based on alleged negligence must be brought under applicable federal law, including the Federal Tort Claims Act. The Exchange will give contractor notice of such claims relating to items or services provided by contractor. In the event of litigation, the Exchange is defended by the Department of Justice.

13) Examination Of Records

a) This clause applies if the amount of the contract exceeds $10,000 and the contract was entered into by means of negotiation. The contractor agrees that the contracting officer or his duly authorized representative will have the right to examine and audit the books and records of the contractor directly pertaining to the contract during the period of the contract and until the expiration of three years after the final payment under the contract. The contractor agrees to include this clause in all subcontracts that exceed $10,000.

b) General Accountability Office” may be substituted for “contracting officer or his duly authorized representative” when the prospective contractor does not accept the standard wording of the examination clause.

c) Contracts awarded to foreign contractors may exclude the examination clause when its use is precluded by the laws of the country involved, subject to the approval of the servicing Exchange General Counsel (Exchange HQ and Exchange Europe). Contract files will be in such circumstances be documented to show the basis for exclusion of the clause.

14) Insurance

a) Contractor agrees to purchase and maintain at contractor's expense from an insurance company or companies acceptable to the Exchange the insurance coverage listed herein for the period of this contract, and furnish a certificate of insurance evidencing such insurance to be in effect, no later than ten days after award of contract (and indicating on the certificate of insurance that, in the event of modification, cancellation or nonrenewal, the Exchange will be given 30 days prior notice). All liability insurance contracts shall name the United States and the Exchange as additional insured with respect to claims, demands and expenses arising out of or in connection with any loss, damage or injury resulting from acts or omissions of contractor, its agents, representatives or employees. The certificate of insurance must show the United States and the Exchange as additional insured for all liability coverage shown below. This insurance policy will be written on an "occurrence" basis and will include contractual liability. A policy written on a "claims made" basis is not acceptable. Commercial General Liability Insurance with minimum limits as follows:

CONTRACT

VALUE

LESS THAN $1M

CONTRACT

VALUE

$1M OR MORE

Any one occurrence, Bodily Injury and Property Damage Combined

$100,000 $1,000,000

Property & Completed Operations, Per Occurrence $100,000 $1,000,000 General Aggregate Limit, Per Project $100,000 $2,000,000

b) The contractor shall obtain Builder’s Risk Insurance against the perils of fire, lightening, windstorm, hail, explosion, collapse, riot, civil commotion, smoke aircraft, land vehicles, vandalism, and malicious mischief in an amount of insurance equal at all times to the replacement value of materials delivered and labor performed. The policy shall be insured jointly in the names of the contractor and the Exchange.

c) The contractor also agrees to purchase from sources referred to in clause "a" above the following insurance coverage with limits complying with state or military installation requirements, whichever is greater, where the contract is performed:

1. Worker's Compensation and Employer's Liability Insurance.

2. Worker’s Compensation Insurance [Defense Base Act (DBA)]: The Contractor shall (i) provide to Contractor employees/personnel, before commencing performance under this contract, such workers’ compensation insurance or security as the Defense Base Act (42 U.S.C. 1651, et seq.) requires and (ii) continue to maintain it until performance is completed. The Contractor shall insert, in all subcontracts under this contract to which the Defense Base Act applies, a clause similar to this clause (including this sentence) imposing upon those subcontractors this requirement to comply with the Defense Base Act.

3. Automobile Bodily Injury and Property Damage Liability for vehicles operated in performance of this contract by the contractor's agents or employees on the military installation, whether or not owned by the contractor.

d) Contractor agrees to require that all subcontractors will purchase and maintain, at their expense in insurance company or companies acceptable to the Exchange, the following insurance and furnish the Exchange with certificates of insurance, evidencing that required coverage is in effect, no later than 10 days after award of contract and that not less than 30 days prior written notice will be given the Exchange in the event of modification, cancellation, or nonrenewal.

e) Worker's Compensation and Employer's Liability Insurance with minimum limits specified in subparagraph "a" above. Commercial General Liability Insurance with minimum limits specified in subparagraph "a" above. This insurance policy will be written on an "occurrence" basis. A policy written on a "claims made" basis is not acceptable.

f) Worker’s Compensation Insurance [Defense Base Act (DBA)]: as specified in subparagraph “a” above.

g) Automobile Bodily Injury and Property Damage Liability Insurance as specified in subparagraph "a" above.

15) Additional Security If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Exchange, or if any such surety fails to furnish reports as to its financial condition from time to time as requested by the Exchange, or if the contract price is increased to such an extent that the penal sum of any bond becomes inadequate in the opinion of the contracting officer, the contractor shall promptly furnish such additional security as may be required from time to time to protect the interests of the Exchange or of persons supplying labor or materials in the prosecution of the work contemplated by this contract.

16) Conditions Affecting the Work The contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the work, and the general and local conditions, which can affect the work or the cost thereof. Any failure by the contractor to do so will not relieve the contractor from responsibility for successfully performing the work without additional expense to the Exchange. The Exchange assumes no responsibility for any understanding or representations concerning conditions made by any of its officers or agents prior to the execution of this contract, unless such understanding or representations by the Exchange are expressly stated in the contract.

17) Site Investigation The contractor acknowledges that the contractor has investigated and is satisfied as to the conditions affecting the work, including but not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electric power, roads and uncertainties of weather, river stages, tides or similar physical conditions at the site, the conformation and conditions of the ground, the character of equipment and facilities needed preliminary to and during prosecution of the work. The contractor further acknowledges that the contractor is satisfied 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 all exploratory work done by the Exchange, as well as from information presented by the drawings and specifications made a part of this contract. Any failure by the contractor to become familiar with the available information will not relieve the contractor from responsibility for estimating properly the difficulty or cost of successfully performing the work. The Exchange assumes no responsibility for any conclusions or interpretations made by the contractor on the basis of the information made available by the Exchange and/or military installation / base. In no event shall failure to inspect the site constitute grounds for a claim after contract award.

18) Differing Site Conditions

a) The contractor shall promptly, and before such conditions are disturbed, notify the contracting officer in writing of: (1) subsurface or latent physical conditions at the site differing materially from those indicated in this contract; or (2) unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this contract. The contracting officer shall promptly investigate the conditions, and if the contracting officer finds that such conditions do materially so differ and cause an increase or decrease in the contractor's cost of, or the time required for, performance of any part of the work under this contract, whether or not changed as a result of such conditions, an equitable adjustment shall be made and the contract modified in writing accordingly.

b) No claim of the contractor under this clause shall be allowed unless the contractor has given the notice required in subparagraph "a" above; provided, however, the time prescribed therefore may be extended by the contracting officer.

c) No claim by the contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under this contract.

19) Specifications And Drawings

a) The contractor shall keep at the work site a current copy of the drawings and specifications and shall at all times give the contracting officer access thereto. 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 difference between drawings and specifications, the specifications shall govern. Figures marked on drawings shall in general be followed in preference to scale measurements. Large scale drawings shall, in general, govern small scale drawings.

The contractor shall compare all drawings and verify before laying out the work and will be responsible for any errors which might have been avoided thereby. Further, the contractor shall check all drawings, figures and specifications immediately upon their receipt. In any case of discrepancy in the figures, drawings or specifications, the matter shall be promptly submitted to the contracting officer, who shall promptly make a determination in writing. Any adjustment by contractor without such a determination shall be at the contractor’s risk and expense. The contracting officer shall furnish from time to time such detail drawings and other information as the contracting officer may consider necessary, unless otherwise provided.

b) Omissions from the drawings or specifications or mis-description of details of work which are manifestly necessary to carry out the intent of the drawings and specifications, or which are customarily performed, shall not relieve the contractor from performing such omitted or mis-described details of work, but they will be performed as if fully and correctly set forth and described in the drawings and specifications.

c) In addition to the requirements of subparagraph "a" above, contractor hereby acknowledges receipt of all plans, drawings and specifications identified as Exhibits to this contract.

Contractor agrees and admits that the said plans, drawings and specifications and particulars are sufficient for their intended purpose without any additional extra work, other than the work set forth thereby or necessarily inferred to be done from the general nature and tendency of the plans and descriptions. Plans and drawings remain the property of the Exchange and shall be returned upon completion of the work. Contractor shall not deviate from the drawings or specifications, or execute any extra work of any kind whatsoever, unless the same be authorized in writing by the contracting officer.

d) The contractor shall submit to the contracting officer for approval, with such promptness as to cause no delay in the contractor’s own work or in that of any other contractor, copies of all shop or installation drawings and schedules required for the work of the various trades called for under the various headings of the specifications. Unless otherwise stipulated in the specifications, six copies of each such shop or installation drawing and schedule will be submitted. These drawings and schedules shall be complete and detailed. The contractor shall make any and all corrections required by the contracting officer, file with the contracting officer four corrected copies and furnish such other copies as may be needed. If the contractor considers any corrections indicated on the drawings to constitute a change to the contract drawings or specifications, notice as required under the clause entitled "Changes" will be given to the contracting officer. The contracting officer's approval of such drawings or schedules shall not be construed as a complete check, but will indicate only that the general method of construction and detailing is satisfactory. Approval of such drawings will not relieve the contractor of responsibility for the dimensions and design of adequate connections, details and satisfactory construction of all work.

e) During the progress of the job, the contractor shall keep a careful record at the job site of all changes and corrections from the details shown on the drawings. The contractor shall enter such changes and corrections on contract drawings promptly, but in no case later than on a weekly basis. The record drawings shall indicate, in addition to all changes and corrections, the actual location of all subsurface utility lines in order that the location of these lines and the appurtenances may be determined in the event the surface openings or indicators become covered or obscured. The record drawings shall show by offset dimensions two permanently fixed surface features at the end of each run including each change in direction. The average depth below the surface of each run shall also be recorded. At the time of beneficial occupancy of each structure or facility involved under this contract, the contractor shall submit to the contracting officer as-built prints showing the aforementioned data. If the contractor fails to maintain the record drawings as required herein, the contracting officer will deduct from the monthly progress payment an amount representing the estimated monthly cost of maintaining the record drawings and will continue deduction of the 10% retainage even after completion of the contract. In addition, final payment with respect to separately placed facilities or the contract as a whole will be withheld until proper as-built drawings have been furnished to the contracting officer.

f) Shop drawings for construction means drawings, submitted to the Exchange by the contractor, subcontractor or any lower tier subcontractor pursuant to a construction contract, showing in detail, (1) the proposed fabrication and assembly of structural elements and (2) the installation (i.e. form, fit and attachment details) of materials or equipment. The Exchange may duplicate, use and disclose in any manner and for any purpose shop drawings delivered under this contract. The subparagraph "f" shall be included in all subcontracts hereunder at any tier.

20) Base Lines and Grades The contractor shall lay out the contractor’s work from base lines and grades established by the Exchange and shall be responsible for all measurements in connection therewith. The contractor shall, at the contractor’s own expense, furnish all stakes, templates, platforms, equipment and ranges and labor that may be required in setting and cutting, or laying out any part of the work. The contractor will be held responsible for the proper execution of the work to such lines and grades as may be established or indicated by the contracting officer, and all stakes or other marks thus established shall be preserved by the contractor until their removal is authorized by the contracting officer. The contracting officer will furnish, on request from the contractor, all location and limit marks reasonably necessary for the conduct of the work.

21) Performance Of Work by Contractor The Contractor shall perform on the site, and with its own organization, work equivalent to at least 15 percent of the total amount of work to be performed under the contract. This percentage can be a combination of direct labor and materials cost excluding job-site supervision and overhead. This percentage may be reduced by a supplemental agreement to this contract if, during performing the work, the Contractor requests a reduction and the Contracting Officer determines that the reduction would be to the advantage of the Exchange.

22) Contractor Supervision

a) At all times during construction, the contractor will have a qualified competent full-time job superintendent acceptable to the contracting officer on the job site. This superintendent will be granted full authority to act for the contractor in areas relating to performance of the contract by the contractor's and subcontractors' forces.

b) In addition to the superintendent, on contracts that exceed $1,500,000; the contractor will have one or more foremen from the contractor’s own work force, as the number of trades working may dictate.

c) If the contractor fails to provide the project management as required by this clause the contracting officer may make a determination of the dollar value of the management and deduct this amount from the contract.

23) Materials and Workmanship

a) Unless otherwise specifically provided in this contract, all equipment, material and articles incorporated in the work covered by this contract are to be new and of the most suitable grade for the purpose intended. Unless otherwise specifically provided in this contract, reference to any equipment, material, article or patented process, by trade name, make or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition, and the contractor may, at the contractor’s option, use any equipment, material, article, or process which, in the judgment of the contracting officer is equal to that named. The contractor shall furnish to the contracting officer for approval the name of the manufacturer, the model number and other identifying data and information respecting the performance, capacity, nature and rating of the machinery and mechanical and other equipment which the contractor contemplates incorporating in the work. When required by this contract or when called for by the contracting officer, the contractor shall furnish the contracting officer for approval, full information concerning the material or articles which the contractor contemplates incorporating the work. When so directed, samples shall be submitted for approval at the contractor's expense, with all shipping charges prepaid. Machinery, equipment, material and articles installed are used without required approval shall be at the risk of subsequent rejection.

b) Contractor shall not incorporate in the work any salvaged material except upon prior written approval of the contracting officer. If salvage material is accumulated during construction or installation, contractor shall adequately store and safeguard the same and shall not remove such material from the premises or site of the work without prior written consent of the contracting officer. Contractor shall not acquire title to any such salvaged material except by prior written consent of the contracting officer.

c) Contractor warrants that no materials imported or produced with Economic Cooperation Act or Mutual Security Act funds in the country where the work is located will be used or incorporated in the construction work.

d) All work under this contract shall be performed in a skillful and workmanlike manner. The contracting officer may, in writing, require the contractor to remove from the work any employee the contracting officer deems incompetent, careless, undesirable for security reasons, or otherwise objectionable.

e) The contractor has sole responsibility for all such material and workmanship to include the restoration of any damaged work. The Exchange does not waive the right to require the fulfillment of all of the terms of the contract. Risk of loss shall be borne by the contractor until such time as the project is accepted by the Exchange.

24) Availability And Use of Utility Services

a) To the extent that work is being performed on a government facility or installation, the government will make available to the contractor, from existing outlets and supplies, all reasonably required amounts of utilities. The specifications of this contract will stipulate whether or not there will be a charge for utilities.

b) Where there is a charge for utilities used in performing work on a government facility or installation, each utility shall be paid for by the contractor at prevailing rates charged to the government.

For those situations where the utility is produced by the government, the contractor will pay reasonable rates determined by the contracting officer.

c) The contractor shall carefully conserve utilities furnished from government sources. The contractor, at the contractor’s own expense and in a workmanship manner satisfactory to the contracting officer, shall install and maintain all necessary temporary connections and distribution lines and, if necessary to determine charges, all meters required to measure the amount of each utility used; and shall remove the same prior to final acceptance of the construction.

25) Operation and Storage Areas

a) All operations of the contractor (including storage of materials) upon government premises shall be confined to areas authorized or approved by the contracting officer. No unauthorized or unwarranted entry upon, passage through, or storage or disposal of materials shall be made upon government premises. Government premises adjacent to the construction will be made available for use by the contractor without cost whenever such use will not interfere with other government uses or purposes.

b) Temporary buildings (storage sheds, shops, office, etc.) may be erected by the contractor upon government premises only with the approval of the contracting officer and shall be built with labor and materials furnished by the contractor without expense to the Exchange and will be removed at the contractor’s expense upon the completion of the work. With the written consent of the contracting officer, such buildings and utilities may be abandoned and need not be removed.

c) The contractor shall, under directives prescribed by the contracting officer, use only established roadways or construct and use such temporary roadways as may be authorized by the contracting officer. Where materials are transported in the prosecution of the work, vehicles shall not be loaded beyond the loading capacity recommended by the manufacturer of the vehicle or prescribed by any Federal, State or local law or regulation. When it is necessary to cross curbing or sidewalks, protection against damage shall be provided by the contractor, and any damaged roads, curbing or sidewalks shall be repaired by, or at the expense of, the contractor.

26) Cleaning Up The contractor shall at all times keep the project boundary / construction area, including storage areas used by contractor, adjoining premises, driveways and streets, free from accumulations of waste material or rubbish, rank growth of grass and weeds. Prior to completion of the work, remove any rubbish, tools, scaffolding, equipment and materials not the property of the Exchange from and about the premises.

Upon completion of the construction, the contractor shall leave the work and premises in a clean, neat and workmanlike condition satisfactory to the contracting officer. If contractor does not attend to such cleaning promptly upon request, Exchange may cause such cleaning to be done by others and charge the cost to contractor.

27) Protection Of Material and Work The contractor shall at all times take care to protect and preserve all materials, supplies and equipment of every description and all work performed. All reasonable requests of the contracting officer to enclose or specially protect such property will be complied with. If, as determined by the contracting officer, material, equipment, supplies and work performed are not adequately protected by the contractor, such property may be protected by the Exchange and the cost thereof charged to the contractor or deducted from any payments due to the contractor.

28) Protection Of Existing Vegetation, Structure, Utilities and Improvements

a) The contractor will preserve and protect all existing vegetation such as trees, shrubs and grass on or adjacent to the site of work which is not to be removed and which does not unreasonably interfere with the construction work. The contractor will be responsible for unauthorized cutting or damaging of trees and shrubs, including damage due to careless operation of equipment, stockpiling of materials, or tracking of grass areas by equipment. The contractor will be liable for or may be required to replace at its own expense all vegetation not protected and preserved as required herein that may be destroyed or damaged.

b) The contractor will protect from damage all existing improvements or utilities at or near the site of the work, and on adjacent property of a third party, and will repair or restore any damage to such facilities resulting from acts or omissions of contractor, the contractor’s agents, employees, subcontractors or representatives. If the contractor fails or refuses to repair any such damage promptly, the contracting officer may have the necessary work performed and charge the cost thereof to the contractor.

29) Accident Prevention

a) In order to provide safety controls for protection to the life and health of employees and other persons; for prevention of damage to property, materials, supplies and equipment; and for avoidance of work interruptions in the performance of this contract, the contractor shall comply with all pertinent provisions of the latest version of U.S. Army Corps of Engineers Safety and Health Requirements Manual, EM 385-1-1, in effect on the date of the solicitation and will also take or cause to be taken such additional measures as the contracting officer may determine to be reasonably necessary for the purpose.

b) The contractor will maintain an accurate record of and will immediately report to the contracting officer in the manner and on the forms prescribed by the contracting officer, exposure data and all accidents resulting in death, traumatic injury, occupational disease and/or damage to property, materials, supplies and equipment incident to work performed under this contract.

c) The contracting officer will notify the contractor of any noncompliance with the foregoing provisions and the action to be taken. The contractor shall, after receipt of such notice, immediately take corrective action. Such notice, when delivered to the contractor or contractor’s representative at the site of the work, shall be deemed sufficient for the purpose. If the contractor fails or refuses to comply promptly, the contracting officer may issue an order stopping all or part of the work until satisfactory corrective action has been taken. No part of the time lost due to any such stop order shall be made the subject of claim for extension of time or for excess costs or damages by the contractor.

d) Compliance with the provisions of this clause by subcontractors will be the responsibility of the contractor.

e) Prior to commencement of the work, the contractor will meet in conference with representatives of the contracting officer to discuss and develop mutual understandings relative to administration of the overall safety program.

30) Schedule and Progress

a) The contractor shall within five days or within such time as determined by the contracting officer, after date of commencement of work, prepare and submit to the contracting officer for approval, a…