Attachment_F_-_Form_of_Contract.pdf

ARCHITECTURAL AND ENGINEERING SERVICES

DEPARTMENT OF CORRECTIONS CENTRAL CELL BLOCK MODERNIZATION

BY AND BETWEEN

THE DISTRICT OF COLUMBIA

DEPARTMENT OF GENERAL SERVICES

AND

[INSERT A/E]

CONTRACT NUMBER:

DCAM-26-AE-RFP-0001

THIS AGREEMENT (“Agreement” or “Contract”), effective on the date of the last signature of the Parties (“Effective Date”), is made by and between the DISTRICT OF COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF GENERAL SERVICES (“District”, “DGS” or the “Department”) and [Insert A/E] (the “Architect/Engineer”, “A/E” or “Contractor”), duly organized under the laws of the [Insert A/E State of incorporation], and with a place of business at [Insert A/E physical address]. The Department and the A/E are referred to herein as the “Parties” or individually as the “Party”).

WITNESSETH:

WHEREAS, the Department issued a Request for Proposals (“RFP”) dated July __, 2027 for architectural/engineering services of the Department of Corrections (“DOC”) Central Cell Block (“CCB”) Modernization (the “Project”);

WHEREAS, The Project is committed to delivering a new, modern CCB to replace the existing CCB. The proposed improvements will address current operational demands and support the future needs of the CCB. The design and construction of the new CCB will include, but are not limited to, new IT infrastructure, independent MEP system controls, improved departmental space configurations, and enhanced energy efficiency.

WHEREAS, the A/E submitted a proposal dated [INSERT], in response to the

Department’s RFP to provide architectural and engineering services;

WHEREAS, the Department selected the A/E to provide all necessary design and related services for the Project pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the A/E wishes to provide all of the design and related services necessary for the Project pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the Department requires that the Project’s design be Substantially Complete within 300 days after Notice to Proceed (“NTP”);

WHEREAS, the Department has retained the services of a Program Manager (the “Program Manager” or “PM”) to advise it concerning the Project; and

WHEREAS, the Parties entered into a letter contract dated [INSERT], (the “Letter

Contract”) pursuant to which the A/E was authorized to provide preliminary services in furtherance of the Project.

WHEREAS, The Department intends to implement the construction of the Project through a design-bid-build delivery method. The Department will engage a general contractor based on the completed construction documents.

NOW, THEREFORE, the Department and A/E, for the consideration set forth herein, mutually agree as follows.

ARTICLE 1

GENERAL PROVISIONS

Section 1.1 The A/E shall be responsible for the professional quality, technical accuracy, and the coordination of all studies, reports, recommendations, and other deliverables furnished by the A/E for the Project under this Agreement. The A/E shall, without additional compensation, correct or revise any non-conforming deliverables that are a result of errors, omissions or both in its deliverables. The A/E shall perform its services consistent with the professional skill and care ordinarily provided by architects and engineers practicing in the same or similar locality under the same or similar circumstances. The A/E shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. The A/E shall review all laws, codes, and regulations applicable to the A/E's services. The A/E shall respond to requirements imposed by government authorities having jurisdiction over the Project.

Section 1.2 The A/E shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise or conflict with the A/E’s professional judgment with respect to this Project.

Section 1.3 Relationships of Parties. The A/E accepts the relationship of trust and confidence established with the Department by this Agreement, and contracts with the Department to furnish the A/E’s reasonable skill and judgment and to cooperate with the Program Manager in furthering the interests of the Department. The A/E shall make its best efforts to perform the required services in an expeditious and economical manner consistent with the interests of the Department.

The Department shall endeavor to promote harmony and cooperation among the Department, A/E, Program Manager, and other people or entities employed by the Department for the Project.

Section 1.3.1 Program Manager. Program Managers (or “PM”) will be assigned to provide certain project management functions. The Program Manager shall, at all times, act solely for the benefit of the Department, not the A/E. Although day-to-day communications with the A/E shall be routed through the Program Manager, only the individual(s) specified as Contracting Officer(s) in Section 1.3.2 shall have the authority to alter the terms of this Contract. Thus, the A/E hereby acknowledges and agrees that only a duly authorized Contracting Officer has the authority to issue Change Orders, Contract Modifications or Change Directives on the Department’s behalf. Without limiting the generality of the foregoing, it is understood and agreed that the Program Manager shall not have the authority to alter or modify the terms of the Contract, including but not limited to increasing the fee or the not-to-exceed amount established under this Contract. The Program Manager for the Project under this Contract is:

Agyei Hargrove Executive Project Manager – Capital Construction Services Division Department of General Services 3924 Minnesota Avenue NE, 5th Floor Washington, DC 20019 Email: agyei.hargrove@dc.gov

Section 1.3.2 Contracting Officer(s). The Contracting Officer(s) (“CO(s)”) for this

Contract is/are:

Kianna Shepherd Contracting Officer Department of General Services 3924 Minnesota Avenue, NE Washington, DC 20019 Email: kianna.shepherd@dc.gov

Dr. Jacque McDonald Chief Procurement Officer 2000 3924 Minnesota Avenue, NE

Email: dr.jacque.mcdonald@dc.gov

Section 1.4 Project Description. DOC, seeks to advance the development of a new, modernized CCB facility that meets the District’s operational, security, and service-delivery requirements located at 300 Indiana Avenue and a second potential location to be provided upon award.

Section 1.5 All deliverables are subject to review and approval by the Program Manager.

The A/E shall prepare, modify, and correct all such non-conforming deliverables in sufficient detail to obtain final approval under the Contract.

Section 1.6 Neither the District’s review, approval or acceptance of, nor payment for, any of the services required under this Contract shall be construed as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract and the A/E shall be and remain liable to the District in accordance with applicable law for all damages to the District caused by the A/E's negligent performance of any of the services furnished under this Contract.

Section 1.7 The rights and remedies of the District provided for under this Contract is in addition to any other rights and remedies provided by law.

Section 1.8 During the performance of work under this Contract, the A/E shall submit a monthly progress report, completely and clearly stating the current status of the A/E's work under this Contract. The proposed form of this report shall be submitted for review and approval prior to the first invoice for partial payment.

mailto:agyei.hargrove@dc.gov mailto:kianna.shepherd@dc.gov mailto:dr.jacque.mcdonald@dc.gov

Section 1.9 During the performance of work under this Contract, the A/E shall take notes and minutes of any meeting attended in connection with the Project, recording any decision altering, expanding, or deleting any provision which may affect the contractual obligation, and submit two (2) copies to the Program Manager.

Section 1.10 Key Personnel. The following individuals shall be considered key personnel:

(i) the Licensed Project Architect: Minimum 7 years of experience with similar projects; (ii) Licensed Structural Engineer: Minimum 7 years of experience with similar projects; (iii) Licensed Mechanical/Plumbing Engineer: Minimum 7 years of experience with similar projects; (iv) Licensed Electrical Engineer: Minimum 5 years of experience with similar projects; (v) Security Specialist: Minimum 10 years of experience with similar projects; (vi) Telecommunications Specialist: Minimum 5 years of experience with similar projects; (vii) Dry Utility Consultant/Expeditor: Minimum 7 years of experience with similar projects; and (viii) Permit Expeditor: Minimum 7 years of experience with similar projects as identified in Exhibit H. The A/E will not be permitted to reassign any of the key personnel unless the Department approves the proposed reassignment and the proposed replacement. In the event that any of the key personnel become unavailable to work on this Project for reasons beyond the control of the A/E or its principal consultants (i.e. due to retirement, resignation, termination, etc.), the A/E shall propose a substitute for any such individual and obtain the Department’s consent to such substitute.

Section 1.11 Schedule. A schedule for the Project is set forth in Exhibit F. The A/E shall provide the services required hereunder in accordance with this schedule.

ARTICLE 2

SCOPE OF SERVICES

Section 2.1 The A/E shall perform the Scope of Work in accordance with the Scope of

Work Title I and Title II Services (Exhibit A) and the A/E’s Technical & Price Proposal (Exhibit B).

Section 2.2 General Requirements. The work under this contract shall be performed and documented in a professional manner.

2.2.1 The A/E shall coordinate all work through the Program Manager including but not limited to all site surveys and other field investigations germane to the work.

2.2.2 The A/E shall check all drawings and specifications for accuracy and detailed coordination. At the 100% submission, the A/E shall meet with all the appropriate regulatory agencies to discuss and review the drawings with them for compliance, if required. Upon complying with the aforementioned requirements, the A/E shall submit the final documents for peer review by DGS.

2.2.3 A/E shall apply for and obtain a building permit from Department of Build (“DOB”), if required, prior to releasing the Final documents for bids. All costs associated with the work of obtaining the permit shall be included in this proposal. The actual cost of the permit is not to be included in your proposal. The District may require the A/E to pay the actual cost of the permit, and the District will reimburse the same from the Owner’s allowance specified in Section 3.5 upon submitting the paid invoice.

2.2.4 A/E shall validate and submit to DGS the general contractor’s final as-built drawings both in hard copies and soft copies. The soft copies shall be in pdf and AutoCAD format.

The District shall reserve the right to re-use the AutoCAD format drawing submitted. Two

(2) CD copies each of pdf and AutoCAD submittals shall be submitted to DGS. Two (2) hard copies shall also be submitted.

2.2.5 The A/E may be held financially responsible for all errors and omissions resulting in a deficient design or changes, including funds spent by the Department to correct the documents or redesign and complete construction exercise.

Section 2.3 Meeting Minutes. The A/E shall be responsible for acting as recorder for all meetings with the Government Agencies that he attends. The minutes shall clearly indicate the meeting number and date, numbering of each issue discussed, including description of the issue, who is responsible to address, by what date, and date completed. Minutes shall also record all open items, and will note the schedule of the contract, how far through the contract we are (including how far over schedule, if applicable), and the financial status of the contract and payments and a list of open Change Orders and Requests for Information. Memorandum for the Record of such meetings shall be typewritten and submitted to the Project Manager within five (5) calendar days from the date of the meeting, for review and approval and for such distribution as may be required. A/E compensation for performing these services shall be included as part of the Title I Services, as applicable.

Section 2.4 Licensing, Accreditation and Registration. The A/E and all of its subcontractors and sub-consultants (regardless of tier) shall comply with all applicable District of Columbia, state, and federal licensing, accreditation, and registration requirements and standards necessary for the performance of the contract. Without limiting the generality of the foregoing, all drawings shall be signed and sealed by a professional architect or engineer licensed in the District of Columbia.

ARTICLE 3

TYPE OF AGREEMENT, TERM OF AGREEMENT AND COMPENSATION

Section 3.1 Type of Agreement. This is a firm fixed price type of agreement.

Section 3.2 Term of Agreement. The term of this Agreement shall commence on the date of execution of the Letter Contract and Notice to Proceed (“NTP”) by the Department, if applicable, or on the Effective Date, as defined in this Agreement, and such term shall continue to be in effect through the Substantial Completion Date, as achieved by the General Contractor.

Section 3.3 Administrative Term. The Agreement shall have an Administrative Term that runs from the Substantial Completion Date through the earlier of the following: (i) the Final Completion Date; or (ii) the date the A/E executes and submits a Final release of Liens and Claims in the form and format required by the Contracting Officer. The Administrative Term is established for the sole purpose of permitting the District’s Office of the Chief Financial Officer to process payments in the event any payments become due. Notwithstanding the foregoing, nothing herein shall be construed to: extend the Project Schedule or deliverable due dates; extend the

Substantial Completion Date; extend the Final Completion Date; and, limit the Department’s ability to assess liquidated damages thereon.

Section 3.4 Final Completion. Title I services shall be completed by 300 days from

NTP or the date of execution of this Contract.

Section 3.5 Value of Agreement. The value of this Agreement is $[INSERT] (“Design Fee”). This amount includes Pre-Development fee of $[INSERT]; all in accordance with the A/E’s Technical Proposal included as Exhibit B and A/E’s Price proposal included as Exhibit C.

Section 3.5.1 Not-to-Exceed (“NTE”) Amount. Notwithstanding Section 3.5 above, the

A/E will be paid an amount not to exceed $[INSERT] (“NTE Amount”) at this time. Such NTE Amount includes an owner-controlled allowance for reimbursable expenses as described in Section

3.6. In no event shall the A/E be paid more than this amount for the expenses listed in section 3.6 unless the A/E is authorized to exceed this limit in advance and in writing by a DGS Contracting Officer. Any future increases to the NTE Amount shall be authorized via modification to this Agreement.

Section 3.6 Compensation for Reimbursable Expenses. Reimbursable expenses are in addition to compensation for Design Phase Services and Construction Document Services and include expenses incurred by the A/E and the A/E’s consultants directly related to the Project.

These expenses shall be paid by the contractor and reimbursed from the owner-controlled allowance. Reimbursable expenses shall include the following:

1. Permits;

2. Transportation and authorized out-of-town travel and subsistence, provided, however, that local transportation costs (i.e. taxis, parking, etc.) shall not be reimbursable;

3. Fees paid for securing approval of authorities having jurisdiction over the Project;

4. Reproductions, plots, standard form documents;

5. Postage, handling and delivery;

6. Expense of overtime work requiring higher than regular rates, if authorized in advance in writing by the Department, provided, however, that such expenses shall only be reimbursable to the extent that they were caused by the failure of the Department to act within timeframes agreed to by the Parties in advance and in writing; and

7. Additional renderings, models, and mock-ups requested by the Department.

Section 3.7 Use of ProjectTeam. The A/E shall utilize the Department’s ProjectTeam system to submit any and all documentation required to be provided by the Contractor for the Project, including, but not limited to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv) proposed Changes; (v) certified payrolls (and at DGS’ option to upload via DOES LCP Tracker software which the District will make available to the Contractor); (vi) Drawings and Specifications; (vii) punch list; (viii) invoices/applications for payment (full package including all forms required by DGS); and (ix) other documents as may be designated by the Department.

Section 3.7.1 Invoice Submittal. The A/E shall create and submit payment requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The A/E shall submit proper invoices on a monthly basis. To constitute a proper invoice, the A/E shall enter all required information into the Portal after selecting the applicable purchase order number which is listed on the A/E’s profile.

Section 3.8 Payment Disputes. Disputes or questions regarding a portion of an invoice shall not be cause for withholding payment for the remaining portion of the invoice. Time is of the essence in the performance of the A/E’s obligations under this Agreement.

ARTICLE 4

INSURANCE

Section 4.1 G e n e r a l Requirements. For purposes of Article 4, the term Contractor shall mean the A/E.

The A/E shall maintain the following types of insurance throughout the life of the contract.

A. GENERAL REQUIREMENTS. The Developer at its sole expense shall procure and maintain, during the entire period of performance under this contract, the types of insurance specified below. The Developer shall submit a Certificate of Insurance to the Contracting Officer (CO) giving evidence of the required coverage prior to commencing performance under this contract. In no event shall any work be performed until the required Certificates of Insurance signed by an authorized representative of the insurer(s) have been provided to, and accepted by, the CO.

If the Developer and/or its subcontractors maintain broader coverage and/or higher limits than the minimums shown below, the District requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Developer and subcontractors.

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Developer or its Contractors shall provide evidence satisfactory to the CO with respect to the services performed that it carries a CGL policy, written on an occurrence (not claims-made) basis, on Insurance Services Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence-based form with coverage at least as broad and approved by the CO in writing), covering liability for all ongoing and completed operations of the Developer and under all subcontracts, covering claims for bodily injury, including without limitation sickness, disease or death and mental anguish of any persons, broad form property damage, including loss of use resulting therefrom, personal and advertising injury, and including coverage for liability arising out of an Insured Contract (including the tort liability of another assumed in a contract) and acts of terrorism (whether caused by a foreign or domestic source). Such coverage shall have limits of liability of not less than $1,000,000 for each occurrence, $2,000,000 general aggregate, $2,000,000 products and completed operations aggregate, and $1,000,000 personal and advertising injury aggregate limit.

https://vendorportal.dc.gov/

The Commercial General Liability shall be further endorsed to:

a) To the fullest extent permitted by law, provide additional insured coverage using ISO form CG 2010 0413 and CG2037 04 13 (or its equivalent) to The Government of the District of Columbia

b) Coverage available to the additional insureds shall apply on a primary and non-contributing basis as respects any other insurance, deductibles, or self-insurance available to the additional insureds

c) A waiver of subrogation in favor of The Government of the District of Columbia

d) Any Annual Aggregate shall apply on a per location or per project basis

e) Defense costs shall be in addition to and not erode the limits of liability

2. Automobile Liability Insurance - The Developer or its Contractors shall provide evidence satisfactory to the CO of commercial (business) automobile liability insurance written on ISO form CA 00 01 10 13 (or another form with coverage at least as broad and approved by the CO in writing) including coverage for all owned, hired, borrowed and non-owned vehicles and equipment used by the Developer or contractors in connection with work under this agreement, with a minimum combined single limit of $1,000,000. Such policy or policies of automobile liability insurance shall be written on an "occurrence" (as opposed to a "claims made") basis.

The Commercial Auto Liability policy shall be further endorsed to:

a. To the fullest extent permitted by law, provide additional insured coverage to The Government of the District of Columbia

b. Coverage available to the additional insureds shall apply on a primary and non-contributing basis as respects any other insurance, deductibles, or self-insurance available to the additional insureds

c. A waiver of subrogation in favor of The Government of the District of Columbia

d. Defense costs shall be in addition to and not erode the limits of liability

e. If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened

Coverage for Covered Autos - Business Auto, Motor Carrier, and Truckers (or its equivalent)

f. Moving and Storage Companies shall be required to provide evidence of BMC91 or BMC91X filing

For Developers providing transportation:

Developers or contractors providing transportation must additionally comply with the following:

a) Operators holding a restricted WMATC Certificate of Authority must have a single limit of $1.5 million in combined (bodily injury and physical damage) coverage, or

b) Operators holding an unrestricted WMATC Certificate of Authority must have a single limit of $5M in combined (bodily injury and physical damage) coverage.

In addition, both types of WMATC certificate holders must have in place the following Licensing Requirements as applicable:

a) Commercial Driver’s License (CDL) with the following endorsements:

i) P (Passenger): All drivers MUST have a P endorsement enabling them to transport passengers (16 or more).

ii) S (School Bus): All drivers operating school buses (flashing lights, swing arm w/stop sign) must also have an S endorsement. Please note that driver credentials for any vehicles that are converted school buses must have S.

b) Valid (unexpired) US Department of Transportation Medical Examiner Certification (“Medical Card”).

For Developers or contractors using District Government-Owned Vehicles:

Agencies that provide Developers or contractors with District Government-owned or leased motor vehicles are responsible for ensuring that such vehicles are used only for the performance under this Contract. Developer and its subcontractors are prohibited from using such vehicles for home-to-work transportation unless specifically provided for under the terms of the contract and approved in writing by the Contracting Officer, or otherwise provided by law. Developer or its Contractors shall obtain automobile liability insurance with a minimum combined single limit of $1,000,000 to cover bodily injury and property damage to protect the Developer and the Government of the District of Columbia against third-party claims arising from the use of District Government-owned vehicles. The Commercial Auto Liability Policy shall be endorsed to include:

a. To the fullest extent permitted by law, provide additional insured coverage to The Government of the District of Columbia;

b. Coverage available to the additional insureds shall apply on a primary and non-contributing basis as respects any other insurance, deductibles, or self-insurance available to the additional insureds; and

c. A waiver of subrogation in favor of The Government of the District of Columbia.

In the event of loss, destruction, or damage to any government-owned vehicles used in the performance of contact, Developer or its Contractors shall be liable for full cost of repair or replacement of lost, destroyed, or damaged vehicle.

3. Workers’ Compensation Insurance - The Developer or its Contractors shall provide evidence satisfactory to the CO of Workers’ Compensation insurance in accordance with the statutory mandates of the District of Columbia or the jurisdiction in which the contract is performed.

Employer’s Liability Insurance - The Developer or its Contractors shall provide evidence satisfactory to the CO of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000 per employee for disease; and $500,000 for policy disease limit.

The Workers Compensation and Employers Liability shall be further endorsed to:

a) Include a Waiver of Subrogation in favor of The Government of the District of

Columbia.

b) Where applicable, include United States Longshore and Harbor Workers

Compensation Act (USL&H)

c) Where applicable, include Jones Act Coverage for seamen or crew members on an “if any” basis.

4. Media Liability and Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions, and violation of any consumer protection laws arising out of Contractor’s operations or services with a limit of $1,000,000 per claim and in the aggregate. Such coverage shall include but not be limited to, third party and first party coverage for loss or disclosure of any data, including personally identifiable information and payment card information, network security failure, violation of any consumer protection laws, unauthorized access and/or use or other intrusions, infringement of any intellectual property rights (except patent), negligence or breach of duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or violations of any other legal protections for personal information, defamation, libel, slander, commercial disparagement, negligent transmission of computer virus, or use of computer networks in connection with denial of service attacks.

Such coverage shall include regulatory defense and fines/penalties in any jurisdiction anywhere in the world. Such coverage shall include contractual privacy coverage for data breach response and crisis management costs that would be incurred by Contractor on behalf of The Government of the District of Columbia in the event of a data breach including legal and forensic expenses, notification costs, credit monitoring costs, and costs to operate a call center. Contractor shall maintain coverage in force during the term of this Agreement and for an extended reporting period of not less than two (2) years after.

5. Technology Liability Insurance (Errors & Omissions) - The Developer or its Contractors shall provide Technology Liability Insurance (Errors and Omissions) to cover liability resulting from any error or omission in the performance of professional services under this Contract.

The policy shall provide limits of $1,000,000 per claim or per occurrence for each wrongful act and $2,000,000 annual aggregate. The Developer or its Contractors warrants that any applicable retroactive date precedes the date the Developer first performed any professional services for the Government of the District of Columbia and that continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least ten years after the completion of the professional services. Limits may not be shared with other lines of coverage.

6. Professional Liability Insurance (Errors & Omissions) - The Developer or its Contractors shall provide Professional Liability Insurance (Errors and Omissions) to cover liability resulting from any error or omission in the performance of professional services under this Contract. The policy shall provide limits of $1,000,000 per claim or per occurrence for each wrongful act and $2,000,000 annual aggregate. The Developer or its Contractors warrants that any applicable retroactive date precedes the date the Developer or its Contractors first performed any professional services for the Government of the District of Columbia and that continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least ten years after the completion of the professional services. Limits may not be shared with other lines of coverage.

7. Commercial Umbrella or Excess Liability - The Developer or its Contractors shall provide evidence satisfactory to the CO of commercial umbrella with minimum limits of $5,000,000 per occurrence and $5,000,000 in the annual aggregate. Coverage must excess of required commercial general liability, commercial auto liability, and employers’ liability. The insurance required under this paragraph shall be written in a form that annually reinstates all required limits. Coverage shall be primary to any insurance, self-insurance or reinsurance maintained by The Government of the District of Columbia and the “other insurance” provision must be amended in accordance with this requirement and principles of vertical exhaustion.

8. Environmental Liability/Contractors Pollution Liability Insurance - The Developer or its

Contractors shall provide evidence satisfactory to the CO of environmental liability insurance covering losses caused by pollution or other hazardous conditions arising from ongoing or completed operations of the Developer or its Contractors. Such insurance shall apply to bodily injury, property damage (including loss of use of damaged property or of property that has been physically injured), clean-up costs, transit and non-owned disposal sites. Coverage shall extend to defense costs and expenses incurred in the investigation, civil fines, penalties and damages or settlements. There shall be neither an exclusion nor a sublimit for mold or fungus-related claims, legionella, asbestos, lead paint, or silica. The minimum limits required under this paragraph shall be $1,000,000 per occurrence and $2,000,000 in the annual aggregate. If such coverage is written on a claims-made basis, the Developer or its Contractors warrants that any retroactive date applicable to coverages under the policy precedes the Developer or its Contractors’ performance of any work under the Contract and that continuous completed operations coverage will be maintained for at least ten (10) years or an extended reporting period shall be purchased for no less than ten (10) years after completion.

The Developer or its Contractors also must furnish to the CO Owner certificates of insurance evidencing environmental liability insurance maintained by third party transportation and disposal site operators(s) used by the Developer for losses arising from facility(ies) accepting, storing or disposing hazardous materials or other waste as a result of the Developer or contractors’ operations. Such coverages must be maintained with limits of at least the amounts set forth above.

The Environmental Liability policy shall be further endorsed to include The Government of the District of Columbia as an Additional Insured.

9. Installation-Floater Insurance - For projects not involving structural alterations, the

Developer or its Contractors shall provide an installation floater policy with a limit equal to the Property values being installed as part of the project. The policy shall cover property while located at the project site, at temporary locations, or in transit; deductibles will be the sole responsibility of the Developer.

Construction Projects Controlled by the District

For construction projects controlled by the District, the District will procure the following policies with the District listed as the first named insured. Since the District will control the placement of the policies, the District should not contractually bind itself to secure coverage broader than the minimum that satisfies the interests of the Developer or its Contractors.

Builders Risk – The District shall purchase and maintain, in a company authorized to do business in the jurisdiction in which the project is located, builders risk insurance, written on an “all risk”, special causes of loss or equivalent form. Builders risk coverage will include boiler and machinery / equipment breakdown, earthquake, and flood perils. Building ordnance and terrorism coverage will be included.

The deductible shall not exceed $25,000 except for earthquake, flood, windstorm, water damage or other perils at the discretion of the District and as available in the insurance industry. The deductible for Frame or Joisted Masonry construction shall not exceed $25,000.

The project limit shall equal the replacement value of the structure, including coverage for property in transit and stored off premises.

At the discretion of the District, builders risk coverage will extend to soft costs and delayed completion.

Builders risk insurance shall include the interests of The Government of the District of Columbia, the Developer, Subcontractors and Sub – subcontractors in the project.

Construction Projects for Developer Provided Builder’s Risk Builders Risk – The Developer or its Contractors shall purchase and maintain builders risk insurance at 100% replacement cost upon the entire Work at the site and portions of the Work stored off the site with the Developer’s approval, and contingent transit coverage for portions of the Work in transit. This insurance shall include the interests of the District, the Developer and the Subcontractors in the Work and shall insure against all risk of physical damage subject to standard exclusions. Losses not covered by the Developer's insurance shall be borne pursuant to the provisions of the Contract. The builders risk policy will have a deductible of not more than $25,000. Losses within the deductible will be paid by the Developer or the responsible Subcontractor. If not covered under the builder’s risk insurance or otherwise provided in the Contract Documents, the Developer shall effect and maintain similar property insurance on portions of the Work

C. SUBCONTRACTOR INSURANCE REQUIREMENTS

Any and all subcontractors engaged by Developer for work under this agreement shall be required to have the same insured required of Contractor. Should the Developer wish to propose different insurance requirements for the subcontractor than the ones outlined in the Contract, then, prior to commencement of work by the subcontractor, the Developer shall submit in writing the name and brief description of work to be performed by the subcontractor to the CO. The CO will promptly provide in writing to the Contractor with a decision regarding the insurance requirements applicable to the subcontractor. When requested by the CO, the Developer must provide proof of the subcontractor's required insurance prior to commencement of work by the subcontractor.

D. PRIMARY AND NONCONTRIBUTORY INSURANCE

The insurance required herein shall be primary to and will not seek contribution from any other insurance, reinsurance or self-insurance including any deductible or retention, maintained by the Government of the District of Columbia.

E. DURATION. The Developer shall carry all required insurance until all contract work is accepted by The Government of the District of Columbia and shall carry listed coverages for ten years for construction projects following final acceptance of the work performed under this contract and two years for non-construction related contracts.

F. LIABILITY. These are the required minimum insurance requirements established by The

Government of the District of Columbia. However, it is understood that The Government of the District of Columbia does not in any way represent that the insurance or the limits of insurance specified herein are sufficient or adequate to protect your interests or liabilities and will not in any way limit the Developer’s liability under this contract.

G. DEVELOPER’S PROPERTY. Developer and subcontractors are solely responsible for any loss or damage to their personal property, including but not limited to tools and equipment, scaffolding, and temporary structures, rented machinery, or owned and leased equipment. A waiver of subrogation shall apply in favor of The Government of the District of Columbia.

H. MEASURE OF PAYMENT. The Government of the District of Columbia shall not make any separate measure or payment for the cost of insurance and bonds. The Developer shall include all the costs of insurance and bonds in the contract price.

I. NOTIFICATION. The Developer shall ensure that all policies provide that the CO shall be given thirty (30) days prior written notice in the event of cancellation, non-renewal, or material changes to the extent such cancellation or material changes results in Developer no long complying with the above requirements. The Developer shall provide the CO with ten

(10) days’ prior written notice in the event of non-payment of premium. The Developer will also provide the CO with an updated Certificate of Insurance should its insurance coverages renew during the contract. The Government of the District of Columbia may reasonably change the above insurance coverage requirements during the Term by giving Developer at least 30 days’ notice of the change. Developer must comply, at your expense, and deliver to the CO evidence of compliance before the change becomes effective.

J. CERTIFICATES OF INSURANCE. The Developer must send to CO, at least 10 days after execution of this Agreement, certificates of insurance evidencing the required insurance coverage and endorsements required herein. Developer must also provide us with evidence of renewal before the expiration date of each insurance policy. Developer is responsible for providing us with 30 days advanced written notice if the certificate of insurance by the insurer has been canceled, reduced in coverage, or otherwise altered. Certificates of insurance must reference the corresponding contract number. Evidence of insurance shall be submitted to:

The Government of the District of Columbia

And emailed to the attention of:

Kianna Shepherd Contracting Officer Department of General Services Contracts and Procurement 3924 Minnesota Ave., NE 5th floor

Kianna.shepherd@dc.gov mailto:Kianna.shepherd@dc.gov

The CO may request, and the Developer shall promptly deliver updated certificates of insurance, endorsements indicating the required coverage, and/or certified copies of the insurance policies. If the insurance initially obtained by the Developer expires prior to completion of the contract, renewal certificates of insurance and additional insured and other endorsements shall be furnished to the CO prior to the date of expiration of all such initial insurance. For all coverage required to be maintained after completion, an additional certificate of insurance evidencing such coverage shall be submitted to the CO on an annual basis as the coverage is renewed (or replaced).

K. DISCLOSURE OF INFORMATION. The Developer agrees that The Government of the

District of Columbia may disclose the name and contact information of its insurers to any third party which presents a claim against The Government of the District of Columbia for any damages or claims resulting from or arising out of work performed by the Developer, its agents, employees, servants or subcontractors in the performance of this contract.

L. CARRIER RATINGS. All Developer’s and its subcontractors’ insurance required in connection with this contract shall be written by insurance companies with an A.M. Best Insurance Guide rating of at least A- VII or better (or the equivalent by any other rating agency) and licensed in the District of Columbia.

M. WARRANTIES. When applicable, the Developer should be named as an additional insured on the applicable manufacturer’s/distributer’s Commercial General Liability policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another occurrence-based form with coverage at least as broad). CO should collect, review for accuracy, and maintain all warranties for goods and services.

ARTICLE 5

OWNERSHIP OF DOCUMENTS

Section 5.1 Ownership of Documents. Regardless of whether the Project is completed, any design documents, specifications, reports, studies, and other work prepared by the A/E and the A/E’s subconsultants engaged by the A/E, and all other documents created in association with the Project shall become the sole property of the Department upon full payment of A/E’s fees then due under this Agreement, and shall not to be used by the A/E its sub-consultants on other projects, or for additions to this Project outside the Scope of Work, without the specific written consent of the Department. However, the Department expressly acknowledges and agrees that the documents to be provided by the A/E under this Agreement may contain design details, features and concepts including some from the A/E’s library, which collectively form part of the design for the project, but which separately are and shall remain the sole and exclusive property of the A/E. These details are repetitive in nature, not Project specific, function rather than form-oriented, and were not developed for or identifiable with the Project. Nothing herein shall be construed as a limitation on the A/E’s absolute right to re-use such component design details, features and concepts on other projects, in other contexts or for other clients.

The Department shall be under no obligation to account to the A/E for any profits obtained by the Department as a result of the Project, or the use of such drawings, specifications and other documents in connection with the Project. In the event that the Agreement is terminated prior to completion of the Project or the A/E is unable to complete this Project for any reason, the Department shall have the right to use without the A/E’s consent, and the A/E shall deliver to the Department and/or its designee within two (2) calendar days after such termination or inability, all such drawings, specifications and other documents as well as design concepts and details in connection with the Project or necessary for the Department’s completion of this Project (including subsequent phases thereof), so long as the Department has paid the A/E all fees then owed to the A/E under this Agreement. The Department’s rights hereunder shall extend to its successors and assigns and the A/E’s obligation to deliver such drawings, specifications, and documents.

Any use of the documents without the A/E or the A/E’s consultants’ involvement shall be at the Department’s sole risk and without liability to the A/E or the A/E’s consultants. Unless Department fails hereunder to pay A/E therefor, the Department shall be deemed the owner of such drawings, specifications, and other documents and shall have and retain all rights therein. In the event Department is adjudged to have failed hereunder to pay A/E for such drawings, specifications or other documents, ownership thereof, and all rights therein, shall revert to the A/E.

This provision shall survive termination of this Agreement.

Section 5.1.1 Upon receipt of final payment for completed design services, the A/E hereby irrevocably assigns and transfers to the Department all intellectual property rights, including copyrights and all other proprietary rights, in and to the Instruments of Service related to the Project.

The A/E shall promptly execute and deliver any documents, including a confirmatory Intellectual Property Assignment, necessary to perfect the Department’s ownership of such rights; provided, however, that the A/E’s failure to provide such confirmatory documentation does not negate the Department’s full ownership of the Instruments of Service.

Section 5.1.2 Instruments of Service shall include all Project documents, drawings, plans, specifications, models, renderings, surveys, reports, electronic data, and any other tangible or intangible work product prepared by the A/E or its consultants for the Project.

Section 5.1.3 The A/E shall provide evidence of the transfer of intellectual property rights, including a fully executed Intellectual Property Assignment, to the Department as a condition of final payment.

ARTICLE 6

CLAIMS AND DISPUTES

Section 6.1 All claims or disputes arising out of or under this Agreement shall be governed by the terms of the Standard Contract Provisions for Architectural & Engineering Services Contract, Article 9 as specified in Exhibit E.

ARTICLE 7

ECONOMIC INCLUSION PROVISIONS

Section 7.1 CBE Utilization

Section 7.1.1 If the A/E subcontracts any part of its work under this Agreement, the

A/E shall subcontract at least 35% of the dollar volume to certified small business enterprises;

provided, however, that the costs of materials, goods and supplies shall not be counted towards the 35% subcontracting requirements unless such materials, goods and supplies are purchased from the certified small business enterprises.

Section 7.2 Mandatory Subcontracting Plan and Requirements. The mandatory subcontracting requirements are as follows:

(a) Unless the Director of the Department of Small and Local Business

Development (DSLBD) has approved a waiver in writing in accordance with D.C. Official Code § 2-218.51, for all contracts in excess of $250,000, at least 35% of the dollar volume of the contract shall be subcontracted to qualified small business enterprises (SBEs).

(b) If there are insufficient SBEs to completely fulfill the requirement of paragraph (a), then the subcontracting may be satisfied by subcontracting 35% of the dollar volume to any qualified certified business enterprises (CBEs); provided, however, that all reasonable efforts shall be made to ensure that SBEs are significant participants in the overall subcontracting work.

(c) A prime contractor that is certified by DSLBD as a small, local or disadvantaged business enterprise shall not be required to comply with the provisions of sections (a) and (b) above.

(d) Except as provided in (e) and (f) below, a prime contractor that is a CBE and has been granted a bid preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside program, shall perform at least 35% of the contracting effort with its own organization and resources and, if it subcontracts, 35% of the subcontracting effort shall be with CBEs. A CBE prime contractor that performs less than 35% of the contracting effort shall be subject to enforcement actions under D.C. Official Code § 2-218.63.

(e) Reserved/Intentionally Omitted.

(f) Each CBE utilized to meet these subcontracting requirements shall perform at least 35% of its contracting effort with its own organization and resources.

(g) A prime contractor that is a CBE and has been granted a proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside program, shall perform at least 50% of the on-site work with its own organization and resources if the contract is $1 million or less.

Section 7.3 Subcontracting Plan. The A/E’s Subcontracting Plan is provided in

Exhibit J. The plan shall only be amended with the prior written approval of the CO and Director of DSLBD. Any reduction in the dollar volume of the subcontracted portion resulting from an amendment of the plan shall inure to the benefit of the District.

Section 7.4 Copies of Subcontracts. Within twenty-one (21) days of the date of award, the Contractor shall provide fully executed copies of all subcontracts identified in the subcontracting plan (Exhibit J) to the Contracting Officer (CO), City Administrator (CA), District of Columbia Auditor and the Director of DSLBD.

Section 7.5 Subcontracting Plan Compliance Reporting. If the A/E has a subcontracting plan required by law for this Contract, the A/E shall submit a quarterly report to the CO, City Administrator (CA), District of Columbia Auditor and the Director of DSLBD.

The quarterly report shall include the following information for each subcontract identified in the subcontracting plan:

(a) The price that the prime contractor will pay each subcontractor under the subcontract;

(b) A description of the goods procured or the services subcontracted for;

(c) The amount paid by the prime contractor under the subcontract; and

(d) A copy of the fully executed subcontract, if it was not provided with an earlier quarterly report.

Section 7.6 If the fully executed subcontract is not provided with the quarterly report, the prime contractor will not receive credit toward its subcontracting requirements for that subcontract.

Section 7.7 Annual Meetings. Upon at least 30-days written notice provided by

DSLBD, the Contractor shall meet annually with the CO, CA, District of Columbia Auditor and the Director of DSLBD to provide an update on its subcontracting plan.

Section 7.8 DSLBD Notices. The A/E shall provide written notice to the DSLBD and the District of Columbia Auditor upon commencement of the Agreement and when the Agreement is completed.

Section 7.9 Enforcement and Penalties for Breach of Subcontracting Plan.

Section 7.9.1 The A/E shall be deemed to have breached a subcontracting plan required by law, if the A/E (i) fails to submit subcontracting plan monitoring or compliance reports or other required subcontracting information in a reasonably timely manner; (ii) submits a monitoring or compliance report or other required…