Attachment_G_-_Form_of_Contract_BOA_DCAM-25-CS-RFQ-0011.pdf

BASIC ORDERING AGREEMENT

PUBLIC UTILITY DESIGN, INSTALLATION, AND INFRASTRUCTURE

IMPROVEMENTS

DCAM-25-CS-RFQ-0011

THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the DISTRICT OF

COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF GENERAL

SERVICES (the “Department” or “DGS”) and (Insert Contractor) duly organized under the laws of Washington, DC and with a place of business at (Contractor’s address), Washington, DC

(Insert Zip code) (the “Contractor”).

ARTICLE 1

NATURE OF AGREEMENT

Section 1.1 Nature of Agreement. This Agreement is issued pursuant to the

Department’s Request for Qualification for Public Utility Design, Installation, And Infrastructure

Improvements At Various DGS Facilities (Solicitation Number DCAM-25-CS-RFQ-0011) (the

“RFQ”), and the Contractor, by virtue of this Agreement, shall be included on the Department’s roster of contractors to be eligible to compete, as set forth in Section 1.3 of this Agreement, with other pre-qualified contractors Public Utility Design, Installation, And Infrastructure

Improvements projects for various District of Columbia owned properties within the DGS construction portfolio. This Agreement does not authorize any specific work or constitute a guarantee that any work will be assigned to the Contractor. All work will be awarded and released through individual project Task Orders as set forth in Section 1.4 of this Agreement.

Section 1.2 The term Agreement shall include this Contract, any and all Task Orders, the Department’s Standard Contract Provisions (Construction and Architectural/Engineering, if applicable), as amended, attached hereto as Exhibit A, all other exhibits attached hereto, and/or any document incorporated by reference.

Section 1.3 Competitive Bidding.

Section 1.3.1 For each project identified and funded by the Department to be competed among Contractors that entered into a basic ordering agreements (“BOA”) pursuant to the RFQ, the Department will develop a scope of work. The scope of work will be issued to three (3) or more of the Contractors via a Request for Task Order Proposals (“RFTOP”), and in most cases, each of those contractors will be provided with an opportunity to walk the project with the

Department’s representatives in order to better understand and clarify the required work.

Section 1.3.2 The Department contemplates that the scopes of work that will be issued to the Contractor during the bidding phase will not include complete drawings. The parties acknowledge and agree that the Contractors may be required to complete work on a design-build or design-assist basis or any such other method as described in the RFTOPs.

Section 1.3.3 Each contractor will be required to submit, within the time allotted by the

Department, a lump sum price, guaranteed maximum price (“GMP”) or such other pricing as may be requested by the Department for the proposed work (such price, “Task Order Price”). Absent specific instructions to the contrary, proposed Task Order pricing should be “all inclusive” and should include sufficient funding to cover all of the Contractor’s costs necessary to complete the project, including, but not limited to, profit, home and field office overhead, supervision, labor, materials, equipment, bonds, insurance and any other professional services as may be required to complete the design, other type of work or to obtain the necessary permits. The Contractor shall be responsible for using the then-current Davis-Bacon wage determination or Service

Contract Act (as applicable) when developing its pricing for any given project.

Section 1.3.4 The Department will select the Contractor to be awarded each such project primarily based on price, but the Department reserves the right to consider non-price factors when making such decisions and will also consider differences in scope and/or proposed finishes, equipment and materials. RFTOPs will detail the award criteria for the project.

Section 1.3.5 Section 1.3.4 In the event the Contractor is selected for a project, the

Contractor shall enter into a Task Order Agreement (“Task Order Agreement”). The Contractor shall not proceed with any work unless and until such Task Order Agreement is fully executed by the Department’s Contracting Officer (“Contracting Officer” or “CO”) and the Contractor is directed to begin work. Before the Department executes the Task Order Agreement, the Contractor must resolve any clean hand compliance matters with relevant authorities including, but not limited to the District of Columbia Office of Tax and Revenue (“OTR”).

Section 1.4 Task Orders Agreement. Any and all work performed under the or any

Task Order issued pursuant hereto shall be governed by the terms and conditions set forth in the

BOA. It is contemplated that individual Task Orders shall, in general, contain the following information: (i) a description of the scope of work included in such Task Order; (ii) a lump sum price and/or such other terms of compensation for the work included in the Task Order’s scope of work; (iii) the Substantial Completion Date for the Task Order’s scope of work and/or such other schedule requirements for Task Order; (iv) liquidated damages; (v) name and contact information for the assigned PM; and (vi) any other specific requirements of the scope of work. The Task

Order shall also set forth a general description and requirements of the given project (such description and requirements, the “Project”).

Section 1.5 Term of Agreement. The Agreement shall be effective from the date of execution by both parties through one year from such date (such time period, the “Term”). Any and all work assigned to the Contractor pursuant to a Task Order issued pursuant to the Agreement must be completed within the Term of the Agreement, and no later than the Substantial Completion

Date identified in the individual Task Order.

Section 1.6 Option Year. The Department shall have the right to extend the term of this Agreement for four (4) one-year option periods (each such period, an “Option Year”), the first of which would begin on the date that the base year Term expires and end one year from the date that such Term expires; the second of which would begin on the date that Option Year 001 expires and end one year from the date that Option Year 001 expires; the third of which would begin on the date that Option Year 002 expires and end one year from the date that Option Year 002 expires;

and the fourth of which would begin on the date that Option Year 003 expires and end one year from the date that Option Year 003 expires. In the event the Department desires to extend the

Term of this Agreement pursuant to this Section 1.6, the Department shall provide the Contractor written notice of such election at least thirty (30) days prior to the beginning of the applicable

Option Year.

Section 1.7 Standard Task Order Provisions. Unless otherwise expressly stated in a

Task Order, all of the provisions of Article 3 through Article 14 of this Agreement shall be deemed incorporated into the Task Order as if set forth therein.

Section 1.8 Minimum Value of Agreement. The Contractor shall be entitled to receive a minimum of Fifty Dollars ($50) during the base year and each option year period.

Section 1.9 Not-to-Exceed Maximum Value of Agreement. In addition, this

Agreement has an aggregate not-to-exceed amount of Fifteen Million Dollars ($15,000,000.00)

(the “NTE Amount”). It is understood that the Contractor is not authorized to proceed with any work based solely on this Agreement. Any and all work performed under this Agreement shall be authorized by a written Task Order Agreement. In no event shall the Contractor be entitled to recover in the aggregate, pursuant to this Agreement and any and all Task Order Agreements issued pursuant hereto, more than the NTE Amount, unless and until the Department’s Contracting

Officer has authorized the Contractor to exceed the NTE Amount in advance and in writing through a duly executed Change Order to this Agreement. In addition, each Option Year shall have the same value as the base period; thus, for each Option Year exercised by the Department, the minimum value of services will be Fifty Dollars ($50) and an aggregate NTE Amount of Twenty

Million Dollars ($20,000,000.00). All amounts must be authorized by Task Order Agreements.

ARTICLE 2

GENERAL PROVISIONS

Section 2.1 Relationship of Parties. The Contractor accepts the relationship of trust and confidence established with the Department by this Agreement, and covenants with the

Department to furnish the Contractor’s reasonable skill and judgment and to cooperate with the

Program Manager in furthering the interests of the Department. The Contractor shall use its best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Department.

Section 2.2 General Scope of Project. The Department anticipates that the projects assigned through Task Orders pursuant to this Agreement will be small, medium and large-sized projects, including but not limited to the following;

• Design and implementation of Dry Utilities (communications, duct banks, conduits, tapholes, vault structures, manholes, electrical duct bank installation, site work and grading)

• Wet Utilities (water lines, storm water management systems, sanitary lines, wastewater, drainage)

• Surface Improvements (roadways and parking lots, curb and gutters, sidewalk, green infrastructure – porous pavement)

• Specialty Civil Works (trenchless rehabilitation, pavement markings, crack sealing, joint sealing)

Such work shall be performed on an as directed/as needed basis and must be completed by the

Substantial Completion Date specified in each competitively bid Task Order Agreement.

Section 2.3 Completion Date. Subject to the Excusable Delay provisions of this

Agreement, the Contractor agrees to substantially complete the Project on or before the date set forth in the individual Task Order for any given project.

Section 2.4 Program Manager and Project Manager (each, a (“PM”). The

Department shall assign a Program Manager and Project Manager to oversee the Contractor’s work under any Task Order. The name and contact information for the assigned PMs will be specified in the applicable Task Order. The Contractor shall take direction from, and coordinate its work with, the assigned PMs. The Contractor will be required to develop work plans that are coordinated with, and acceptable to, the PMs assigned to each project. The Contractor acknowledges, however, that the Program Manager and Project Manager shall not be authorized to modify any of the rights or obligations of the Department or the Contractor pursuant to the

Agreement, or to issue Task Orders, Change Orders or Change Directives. The Contractor hereby acknowledges and agrees that only a duly authorized contracting officer of the

Department shall have the authority to issue Task Orders, Change Orders or Change

Directives on the Department’s behalf.

Section 2.5 Administrative Matters

2.5.1 Use of Prolog. The Contractor shall utilize the Department’s Prolog 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; and

(iv) proposed Changes.

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

Section 2.6 Central Office. During the Term of this Agreement, the Contractor shall maintain a central office that is staffed between the hours of 7am - 5pm Monday through Friday.

This office will be used to manage work associated with this Agreement. A separate office does not need to be established, and it is acceptable if the Contractor elects to the run projects from its current office. The office should be equipped with telephone lines, a fax machine, email, access to the internet and such other equipment and supplies as are necessary to fulfill the work required under this Agreement.

Section 2.7 Coordination with DGS

Section 2.7.1 Working Hours. The Contractor is required to coordinate with the assigned Project Manager for each individual project. The work may be performed during normal business hours; however, the Contractor may be required to work after hours or on weekend and holidays so as to not adversely impact the work of the District of Columbia employees/and or contractors. The Contractor will base its bid on normal working hours; off-peak rates will be handled on a case by case basis during price negotiations for projects requiring work after normal business hours. The Contractor will be required to develop work plans that are coordinated with, and acceptable to, the Project Manager and/or the Program Manager assigned to the Task Order.

If work is to be performed in an occupied facility, the Contractor will be required to submit an initial coordination plan (“Coordination Plan”) with its Task Order proposal for the project describing how the Contractor will work with the Department and the facility occupants to ensure that the project proceeds smoothly in order to minimize impact on facility operations. Such

Coordination Plan would be evaluated as part of the bidding process described in Section 1.3 above.

Section 2.7.2 Supervision & Coordination. The Contractor shall properly supervise and coordinate its work. At a minimum, the Contractor will undertake the following tasks:

(1) Participate and assist in Project/Planning meetings;

https://vendorportal.dc.gov/

(2) Maintain full-time on-site construction supervision and provide daily inspections, quality control, monitoring, coordination of various trades, record drawings, and daily work log;

(3) Coordinate work with any on-site personnel so as to ensure that their activities are not adversely affected;

(4) Conduct periodic progress meetings following a Contractor generated agenda with the Program Manager;

(5) Provide general safety and signage and posting for the project and see that each subcontractor prepares and submits adequate safety program and monitoring throughout the project;

(6) Obtain all job permits and approvals from the Department of Consumer and

Regulatory Affairs that are required to perform and complete the work, unless otherwise noted herein or in the Task Order;

(7) Prepare payment requests, verify accuracy and forward to Department for approval and payment;

(8) Assemble close-out documents required;

(9) Provide assistance to the Department through all applicable warranty periods.

(10) Coordinate its work with all third parties so as not to delay the critical path of the

Project; and

(11) Prepare and submit to the Department construction meeting minutes, progress meeting minutes, daily logs, inspection reports, preliminary and baseline schedules, (Primavera format) and schedule updates demonstrating the critical path of the

Project (Primavera format).

ARTICLE 3

PRECONSTRUCTION DELIVERABLES

Section 3.1 Schedule. Within seven (7) days of the issuance of a Notice to Proceed

(“NTP”) for any Task Order awarded by the Department, the Contractor shall be required to submit to the Department for its approval a schedule for the project. Such schedule shall include a schedule for submittals and key milestones that are reasonably acceptable to the Project Manager. The

Contractor shall not begin any construction activities until the Project Manager has approved a schedule for the Task Order. Unless otherwise authorized by the Task Order, prior to mobilizing to the Project site and commencing work, the Contractor shall complete those activities set forth in this Section 3.1 including Sections 3.2, 3.3, 3.4 ,3.5, 5.13, 5.14 and 5.15.

Section 3.2 Potential Subcontractors and Suppliers. Within the timeframe specified in each Task Order, and after issuance of a Task Order by the Department, the Contractor shall furnish to the Project Manager a list of the subcontractors and suppliers that will work on this

Project as well as a general description of each such subcontractor’s scope of work. Within five

(5) business days after such list is submitted, the Project Manager shall advise the Contractor if it has any objection to any of the listed subcontractors or suppliers. In the event the Project Manager has a reasonable objection to any such subcontractor or supplier, the parties shall discuss such objection and agree on an appropriate course of action.

Section 3.3 Design Services. Prior to providing its bid for a Task Order Agreement, the Contractor will have an opportunity to review and ask questions regarding the scope of work for the Task Order and to ascertain what design services, if any, are necessary in order to complete the Project and which will be included in its price the costs of any necessary design services, and the Contractor shall be required to provide, at no additional cost to the Department, such design services as are necessary to implement the Project. The Contractor and the Project Manager shall agree upon the exact design services to be required prior to the commencing of construction services.

Section 3.4 Design Reviews/Submittals. On or before the dates specified in the approved detailed schedule (see Section 3.1), the Contractor shall submit the necessary design information (i.e. permit drawings, shop drawings, submittals, sketches, etc.) to the Project Manager for review and approval. Unless a different timeframe is established in the approved detailed schedule, the Project Manager shall have five (5) business days to review such documents. In the event the Project Manager finds such documents to be unacceptable, the Contractor shall be required to revise and resubmit such documents. The Contractor shall not commence construction activities unless and until such documents have been approved by the Project Manager. Any delays that result from design resubmissions shall be considered Non-Excusable. In addition, the

Contractor shall coordinate with the Program Manager and the Department’s architect/engineer (if applicable) with respect to requests for information (RFIs), architect’s supplemental instructions and other construction administration, as well as the District of Columbia Historic Preservation

Review Board and Commission of Fine Arts, as required.

Section 3.5. Permits. Unless otherwise specified in the Task Order, it is understood that the Contractor shall be required to secure and pay for any and all permits, governmental fees, licenses and inspections necessary for the execution and completion of the work. The Department shall cooperate with the Contractor in securing such permits, licenses and inspections; provided however, the Department shall not be required to pay the fees for such permits, licenses and inspections unless otherwise noted in the Task Order. The costs of any such fees or inspections are included in the Task Order Price.

ARTICLE 4

CONTRACT SUM

Section 4.1 Lump Sum Price or Other Terms of Compensation. For the work covered by any given Task Order, the Contractor shall be paid the lump sum price, GMP or other terms of compensation set forth in the Task Order (“Contract Sum”) to Fully Complete the Project.

Section 4.2 Nature of the Contract Sum. The Contractor acknowledges and understands that the Contract Sum is based on the scope of work included with the Project Task

Order. It is understood and agreed that the Contract Sum represents the Contractor’s payment to

Fully Complete the Project. The parties acknowledge and agree that it is their intent to have the

Contractor to construct and deliver a fully functional Project as contemplated in the Scope of Work for the Contract Sum and consistent with the Project Schedule. In furtherance of such intent, the

Contractor hereby assumes the risks associated with and shall be responsible for (i) any changes in market conditions that affect the cost of labor or materials; (ii) coordination issues between any drawings for the Project; (iii) elements of work not shown on the Scope of Work, but which are reasonably inferable from the Scope of Work; (iv) cost associated with acceleration of the work and expediting of materials necessary to meet the Project Schedule which are the result of anything other than an Excusable Delay; and (v) the risk of subcontractor default.

Section 4.3 Risks Assumed by Contractor. By submitting a bid for any project, the Contractor shall be deemed to have thoroughly examined the terms of the RFTOP, the Drawings and

Specifications that may be included with the RFTOP, and shall constitute its acknowledgement that it has been provided with an opportunity to visit the Project site and that such Offeror has had the opportunity to become familiar with local conditions under which the work is to be performed.

Further, in submitting any such bid, the Offeror shall be deemed to represent that it has satisfied itself that it can undertake the work for the stated cost. Among other things, by submitting a bid, the Offeror assumes the following risks: (1) the nature of the land and subsoil unless such conditions constitute a Differing Site Condition under Article 4.A of the Standard Contract

Provisions for Construction Contracts; (2) the form and nature of the site and surrounding areas;

(3) details and levels of existing pipe lines, conduits, sewers, drains, cables or other existing services; (4) the quantities, nature and availability of the materials, tools, equipment and labor necessary for the completion of the work; (5) the means of access to the site and any accommodation that may be required; (6) uncertainties of weather and physical conditions at the site; and in general to have itself obtained all necessary information as to risk contingencies, climatic, hydrological and natural conditions and other circumstances which may influence or affect his performance of the work.

Section 4.4 Allowances. To the extent that the Contract Sum related to a Task Order includes one or more allowances, such allowances shall be reflected on the Schedule of Values attached to such Task Order. The Contract Sum associated with that Task Order shall be adjusted

(either upward or downward) by change order to reflect the actual cost of the work covered by such allowance. However, the Contractor shall not exceed the allowance amount specified in each

Task Order Agreement without the Contracting Officer’s approval.

Section 4.5 Tax Exempt Status. The Department expects that the Project will qualify as tax-exempt under the applicable laws, and such tax exemption shall be reflected in the Contract

Sum.

ARTICLE 5

CONSTRUCTION PHASE

Section 5.1 General. The Construction phase for the work covered by a Task Order shall commence when the Project Manager issues an NTP for Construction. The Contractor shall construct the work described on the approved design submittals including any work that is not specifically shown thereon but is reasonably inferable therefrom or necessary for a fully functioning Project. The work shall be carried out in a workmanlike and timely fashion. All materials and equipment to be incorporated into the Project shall be new and previously unused, unless otherwise specified, and shall be free of manufacturing or other defects.

Section 5.2 Mandatory Subcontract Provisions. To the extent the Contractor intends to subcontract a portion of the work, any subcontract in excess of $25,000 shall include the following provisions:

(1) that, to the extent of the Work or supply within the agreement’s scope, the

Subcontractor or supplier is bound to the Contractor for the performance of all obligations which the Contractor owes the Department under the Agreement;

(2) that the Subcontractor or supplier is not in privity with the Department and shall not seek compensation directly from the Department on any third-party beneficiary, quantum meruit, or unjust enrichment claim, or otherwise, except as may be permitted by any applicable mechanic's lien law;

(3) that the Department is a third-party beneficiary of the subcontract or supply agreement, entitled to enforce any rights thereunder for its benefit;

(4) that the Subcontractor or supplier consents to assignment of its agreement to the

Department, at the Department's sole option, if the Contractor is terminated for default;

(5) that the Subcontractor or supplier shall comply immediately with a written order from the Department to the Contractor to suspend or stop work;

(6) that the Subcontractor or supplier shall maintain records of all Work it is requested or authorized to do on a time and material or cost-plus basis, or with respect to claims that it has asserted on a time and materials or cost-plus basis, during the

Project and for a period of time specified in the General Conditions and requiring the Subcontractor or supplier to make those records available for review or audit by the Department during that time;

(7) that the Subcontractor shall obtain and maintain, throughout the Project, workers' compensation insurance in accordance with the laws of the District of Columbia

(This provision is not applicable to supply agreements.);

(8) that, if the Department terminates the Agreement for convenience, the Contractor may similarly terminate the subcontract or supply agreement for convenience, upon seven (7) days' written notice to the Subcontractor or supplier, and that the

Subcontractor or supplier shall, in such a case, be entitled only to the costs set forth in the Termination for Convenience provisions of this Agreement;

(9) that the Department shall have the right to enter into a contract with the

Subcontractor or supplier for the same price as its subcontract or supply agreement price less amounts already paid, if the Contractor files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it;

(10) that the Subcontractor or supplier shall not be entitled to payment for defective or non-conforming work, materials or equipment, and shall be obligated promptly to repair or replace non-conforming work, materials or equipment at its own cost;

Section 5.3 Certified Subcontractors. The Contractor shall not substitute or replace any Subcontractor or supplier certified by the District of Columbia Department of Small and Local

Business Development (“DSLBD” or “Department of Small and Local Business Development”) without the Department's Contracting Officer and the Director of DSLBD’s prior written consent.

Section 5.4 Payment by Joint Check in Certain Instances. If it comes to the

Department's attention that a Subcontractor or supplier has not been paid in timely fashion (other than for disputed amounts), and if the Contractor fails to cure the problem within five (5) calendar days after the Department gives it written notice of the failure to pay, the Department may make payments to the Subcontractor or supplier and Contractor by joint check.

Section 5.5 Site Observations. The Contractor shall visit the site, become familiar with local conditions under which the work is to be performed and correlate personal observations with requirements of the Agreement, Task Order, and approved design submittals; as provided for projects solicited under the RFTOPs. The Contractor shall carefully study and compare the

Agreement, Task Order, and approved design submittals with each other and with information furnished by the Department. Before commencing activities, the Contractor shall (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Agreement, Task Order, and approved design submittals; and (3) promptly report errors, inconsistencies or omissions discovered to the Department. Once work is started, the Contractor assumes the responsibility and costs for the work and the cost of correcting work previously installed. Once work is started, Contractor assumes the responsibility and costs for the work and the cost of correcting work previously installed.

Section 5.6 Warranty of the Construction Work. The Contractor warrants to the

Department that materials and equipment furnished under Task Order will be of good quality and new and previously unused unless otherwise expressly permitted in writing, and shall be free of manufacturing or other defects and that for the one (1) year period following the Substantial

Completion Date the construction work will be free from defects not inherent in the quality required or permitted, and that the work will conform to the Scope of Work and/or any approved design documents. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. The Contractor and a representative of the Department shall walk the project together eleven (11) months after the Substantial

Completion Date to identify any necessary warranty work. In the event the Contractor fails to schedule such a walk, the warranty period shall be extended until such time as the Contractor schedules such a walk.

Section 5.7 Extent of Responsibility and Site Conditions. The Contractor shall be entitled to submit a change request for differing site conditions only to the extent that such conditions could not have been discovered by a competent visual inspection of the site and are of unusual nature and differ materially from those ordinarily encountered and generally recognized as inhering to work of the character provided for in the Contract (such circumstances, “Differing

Site Conditions”). The term Differing Site Conditions shall mean subsurface conditions on or adjacent to the Project site which differ materially from those indicated in the geotechnical reports prepared by the Contractor. The term Differing Site Conditions shall also include unknown physical conditions at the site of an unusual nature which differ materially from those ordinarily encountered and generally recognized as inhering to work of the character provided for in this

Contract. Prior to commencing construction, the Contractor shall be required to conduct a thorough review of the Project site and the surrounding area and shall document its findings. In the event the Contractor fails to undertake and document such a thorough review, the Contractor shall be deemed to have known of those conditions which a thorough review would have detected.

Any Change Request related to Differing Site Conditions shall be made pursuant to the Standard

Contract Provisions.

Section 5.8 Unsafe Materials and Hazardous Materials

Section 5.8.1 The Contractor shall not bring, spill or release onto the site asbestos, PCBs, or any other Hazardous Material that is not customarily used in a facility of the type and similar to the Project, and shall bring to the Department’s attention any specification of such

Hazardous Materials in the design documents. If the Contractor believes that anything in the Task

Order would require that it use or bring onto the site asbestos, PCBs, or any Hazardous Material that is not customarily used in a facility of the type and similar to the Project, it shall immediately inform the Department and seek direction before proceeding.

Section 5.8.2 If Hazardous Materials are discovered on the site, the Contractor shall immediately inform the Program Manager and the Department of such discovery. The

Contractor shall be entitled to submit a Change Request in accordance with the Standard Contract

Provisions for any Hazardous Materials abatement and disposal work. The Contractor shall comply with all laws, including, without limitation, the requirements of the EPA and all jurisdictional agencies as well as all laws relating to safety, health welfare, and protection of the environment, in removing, treating, encapsulating, passivating, and/or disposing of Hazardous

Materials, including, but not limited to, removal, treatment, encapsulation, passivation, and/or disposal of the Hazardous Materials. If any notices to governmental authorities are required, the

Contractor shall also give those notices at the appropriate times. The Contractor shall ensure abatement subcontractors and disposal sites are appropriately licensed and qualified. In addition, the Contractor shall ensure that any subcontractors involved in the abatement of hazardous materials maintain a contractor’s pollution legal liability insurance policy of at least Two Million Dollars ($2,000,000) for the duration of the project and a period of three

(3) years after Substantial Completion of the Project, and that any disposal site to which hazardous materials are taken carries environmental impairment liability insurance for the duration of the Project and a period of three (3) years after Substantial Completion of the

Project.

Section 5.8.3 The Contractor shall keep detailed records documenting Work done so that the Department may independently verify compliance with all laws, the number of units actually removed, treated, and/or disposed of, and the appropriate unit price(s) applicable to the work.

Section 5.9 Progress Meetings. The Contractor shall schedule and conduct at a minimum bi-weekly progress meetings at which the Department, the Program Manager and the

Contractor and appropriate subcontractors can discuss the status of the work. The Contractor shall prepare and promptly distribute meeting minutes.

Section 5.10 Written Reports. The Contractor shall provide written reports to the

Program Manager on the progress of the entire work in accordance at least every other week, including, but not limited to, a baseline schedule and schedule updates with narrative demonstrating the critical path of the Project in Primavera format. The Contractor shall also maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, major equipment on the site, Work accomplished, problems encountered and other similar relevant data as the Department may reasonably require. The log shall be available to the

Department, the architect/engineer and the Project Manager and/or the Program Manager and on a monthly basis a copy of the log shall be submitted to the Department.

Section 5.11 Key Personnel.

The Offeror’s personnel should have the necessary experience and licenses to perform the required work. Toward that end, Offerors should include within its Proposal a description of the staff available to perform this work and their qualifications.

The Contractor will not be permitted to reassign any of the key personnel unless the Department approves the proposed reassignment and the proposed replacement. When submitting a Task

Order proposal, at a minimum, the Contractor will be required to propose and commit to one or more specific Project Managers and Field Superintendents for the particular project. To carry out the work associated with the resulting Task Order, the Contractor shall provide at least the key personnel identified in its proposal which shall be included as an exhibit to the Task Order, and indicate the function(s) each will carry out for the proposed project and indicate what percentage of each such persons time will be devoted to the Task Order project. The Contractor shall not replace any of the key personnel without the Department's prior written approval.

Section 5.12 Work by Separate Contractors. The Department reserves the right to perform construction or operations related to the Project with Department’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site.

Section 5.13 Site Safety and Clean-Up.

The Contractor will be required to: (i) provide a safe and efficient site, with controlled access, including the installation and provision of such safety barricades, enclosures and overhead protection as may reasonably be required by the Department and as may be necessary to ensure a safe workplace or as may be required by OSHA or other applicable law, and to remove such at the end of the Work and leave the site in broom clean condition; (ii) be responsible for the security of its tools, equipment and materials that are stored at the site; (iii) provide wheel washing stations on site so as to prevent the accumulation of dirt and other refuse on the streets surrounding the

Project site; (iv) be responsible for site security; and (v) be responsible for the cost of temporary power used during the construction of the Project, including, but not limited to, the cost of installing such temporary wiring as may be required. Such safety and clean-up shall include, but not limited to, the following:

Section 5.13.1 Safety Plan. Prior to the start of construction activities, the Contractor shall prepare a safety plan for the construction phase conforming to OSHA 29 CFR 1926 (such plan, the “Safety Plan”). This plan will be submitted to the Department for its review and approval prior to the commencement of construction. Once such plan has been approved, the Contractor shall comply with it at all times during construction. The Contractor shall be required to revise the plan as may be reasonably requested by the Department. The cost of revising and complying with the plan shall not entitle the Contractor to an increase in the Task Order Agreement Price.

Section 5.13.1.1 Safety Barriers/Fences. As part of its responsibility for Project safety, the Contractor shall install such fences and barriers as may be necessary. The Contractor shall develop a plan that describes the proposed separation and the specific nature of the fences and barriers that will be used.

Section 5.13.1.2 Site Security. The Contractor shall be responsible for site security and shall be required to provide such watchman as are necessary to protect the site from unwanted intrusion.

Section 5.13.1.3 Exculpation. The right of the Department to comment on the

Safety Plan and the nature and location of the required fences and barriers shall in no way absolve the Contractor from the obligation to maintain a safe site.

Section 5.14 Site Logistics Plan. Prior to the start of construction activities, the

Contractor shall prepare a Site Logistics Plan. The Site Logistics Plan shall address: (i) the manner in which the Contractor intends to organize the site; (ii) the location and description of site fences and other safety barricades intended to prevent the public from entering the site; (iii) the location of construction entrances and wheel washing stations; and (iv) parking restrictions and procedures that will apply to the employees of Contractor and its subcontractors.

Section 5.15 Quality Plan. Prior to the start of construction activities, the Contractor shall prepare a Quality Plan. The Quality Plan shall address: (i) the processes employed by the

Contractor to ensure quality assurance; (ii) to determine how items are checked for quality and which items need to be checked; (iii) list the specific quality materials used during the project including standards, guidelines, checklist, templates, procedures, user guides and processes; and how the Contractor will handle defective items.

Section 5.16 RESERVED

Section 5.17 Salvaged and Stored Items. The Contractor shall be responsible for salvaging and storing all items as identified by the Department in accordance with all applicable

District laws and regulations, after notifying the Department and receiving the Department’s permission to proceed.

Section 5.18 Sediment and Erosion Control. The Contractor shall be responsible for installing sediment and erosion control measures, inclusive of, but not limited to: silt fencing, inlet protection, stabilized construction entrances, and other control measures.

Section 5.19 Cutting and Patching. The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching. The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Department or separate contractors by cutting, patching or otherwise altering such construction, or by excavation.

Section 5.20 Correction of Work.

Section 5.20.1 The Department shall be at liberty to object and to require the Contractor to remove forthwith from the Project site and the work and to promptly replace the superintendent, any foreman, technical assistant, laborer, agent, representative, or other person used by the

Contractor in or about the execution or maintenance of the work, who in the sole opinion of the

Department is misconducting himself, or is incompetent or negligent in the proper performance of his duties, or whose performance in the work is otherwise considered by the Department to be undesirable or unsatisfactory, and such person shall not be again employed upon the project without the written permission of the Department.

Section 5.20.2 Contractor shall promptly correct work rejected by Department for failing to conform to the requirements of the Scope of Work or any approved design document or applicable law or regulations whether observed before or after the project’s completion and whether or not fabricated, installed or completed, and shall correct any work found to be not in accordance with the requirements within a period of one (1) year from the date of Final Completion or by terms of an applicable special warranty required by the Task Order Agreement.

Section 5.20.3 If during the guarantee or warranty period, any material, equipment or system requires corrective Work because of defects in materials or workmanship, Contractor shall commence corrective work within forty-eight (48) hours after receiving the notice and work diligently until corrective work is completed; provided, however, if such notice is received on the day before a weekend or a holiday, Contractor will commence corrective work on the next business day. If Contractor does not, in accordance with the terms and provisions of the Contract

Documents, commence all corrective work within forty-eight (48) hours or if Contractor commences such work but does not pursue it in an expeditious manner, Department may either notify the bonding company (if any) to have such work and/or obligations performed at no additional cost to Department or may perform such Work and/or obligations and charge the costs thereof to Contractor.

Section 5.21 Manufacturers’ Warranties.

Section 5.21.1 The Contractor warrants that all manufacturers’ or other warranties on all labor, materials and equipment furnished by Contractor or a Subcontractor or supplier shall run directly to or will be specifically assigned to Department on demand or upon Project completion without demand. In the event any issue or defect which would be covered by any warranty arises but is not addressed by the grantor of the warranty, the Contractor shall be required to act as the guarantor of the obligations under the warranty and to perform under the terms of the warranty.

Section 5.21.2 The Contractor warrants that the installation of all materials and equipment shall be in strict accordance with the manufacturers’ requirements or specifications.

Section 5.22 Close-Out and Training. The Contractor shall also provide the Department with a complete set of its Project files, including, but not limited to, shop drawings, product manuals, warranties, etc., prepared by the Contractor or its subcontractors along with any other documentation that may reasonably be requested by the Department or its Program Manager and/or

Project Manager, at close out so as to assist the Department in operating the building. In addition, if the Project includes work on heating or cooling systems, at the beginning of the first heating and cooling season following turnover of the Project, the Contractor shall be available to assist with, and train the building engineers and staff in the start-up of the building systems for the new weather cycle.

Section 5.23 Schedule Update. The Contractor shall submit bi-weekly schedule updates which shall reflect actual conditions of Project progress as of the date of the update. The update shall reflect the actual progress of construction, identify developing delays, regardless of their cause, and reflect the Contractor's best projection of the actual date by which Substantial

Completion and Final Completion of the Project will be achieved. Via a narrative statement (not merely a critical path method schedule), the Contractor shall identify the causes of any potential delay and state what, in the Contractor's judgment, must be done to avoid or reduce that delay.

The Contractor shall point out, in its narrative, changes that have occurred since the last update, including those related to major changes in the scope of work, activities modified since the last update, revised projections of durations, progress and completion, revisions to the schedule logic or assumptions, and other relevant changes. Any significant variance from the previous schedule or update shall also be identified in a narrative, together with the reasons for the variance and its impact on Project completion. All schedule updates shall be in Primavera 6 format. The

Department may make reasonable requests during the Project for changes to the format or for further explanation of information provided. Submission of updates showing that Substantial

Completion or Final Completion of the Project will be achieved later than the applicable scheduled completion date shall not constitute requests for extension of time and shall not operate to change the scheduled completion date. The Department’s receipt of, and lack of objection to, any schedule update showing Substantial Completion or Final Completion later than the dates agreed upon in the Project Schedule shall not be regarded as the Department’s agreement that the Contractor may have an extension of time, or as a waiver of any of the Department’s rights, but merely as the

Contractor’s representation that, as a matter of fact, Substantial Completion or Final Completion of the Project may not be completed by the agreed upon date in the Project Schedule. Changes to the scheduled completion dates may be made only in the circumstances and only by the methods set forth in the Task Order Agreement.

Section 5.24 Acceleration. Subject to the terms of this Section, the Department shall have the right to direct the Contractor to accelerate the work if, in the reasonable judgment of

Department, the Contractor fails to: (i) supply a sufficiency of workers or to deliver the materials or equipment with such promptness as to prevent the delay in the progress of the work; or (ii) the progress of the work materially falls behind the projections contained in the then currently approved Project Schedule. In the event that the Department or its Program Manager determine that either of the events specified in the preceding sentence have occurred, the Department shall provide the Contractor with written notice of such event and the Contractor shall be required to provide the Department with a corrective action plan that is reasonably designed to address the concerns raised in such notice within three (3) days after receipt of such notice. If the Department and the Contractor are unable to agree on the terms of such corrective action plan within five (5) calendar days after the issuance of the notice (i.e. with forty eight (48) hours after the receipt of the proposed corrective action plan), the Department shall have the right to direct such acceleration as the Department, in its reasonable judgment, deems necessary. Provided the notice provisions of this Section are complied with, the cost of any acceleration directed under this Section shall not justify an adjustment to the Task Order Price or the Substantial Completion Date. The Contractor hereby acknowledges that this provision is a material inducement upon which the Department has relied in entering into the Contract; and represents and warrants that it has included sufficient funding in its Task Order Price in order to comply with the requirements of this Section.

ARTICLE 6

SUBSTANTIAL AND FINAL COMPLETION/CLAIMS FOR ADDITIONAL TIME

Section 6.1 Time is of the essence of this Agreement.

Section 6.2 The Contractor shall substantially complete a project no later than the date identified in each Task Order (“Substantial Completion Date”). For purposes of this requirement, the term “Substantially Complete” shall mean that all of the following have occurred: (1) the

Work has been completed with only minor punch list items remaining to be completed; (2) any and all required permits or approvals related to the Work have been obtained; (3) all operating and maintenance manuals, training videotapes and warranties required by the Contract have been delivered to the Department; (4) any supplemental training session required by each Task Order for operating or maintenance personnel have been completed; (5) all clean-up required by each

Task Order has been completed; and (6) the project is ready for the Department to use it for its intended purpose. “Minor punch list items” are defined for this purpose as items that, in the aggregate, can be completed within thirty (30) days without interfering with the Department's normal use of the Project. Final Completion shall mean the point at which Substantial Completion has been achieved, all punch list items noted at Substantial Completion have been completed and all documents the Contractor is required to deliver to the Department as a condition to receiving final payment have been received.