Attachment_L_-_Form_of_Contract_or_Agreement.pdf

AGREEMENT

FOR

CONSTRUCTION MANAGEMENT AT-RISK SERVICES FOR

THE HERITAGE – NEW YORK AVENUE SHELTER BY AND BETWEEN

THE DEPARTMENT OF GENERAL SERVICES

AND

[INSERT CMAR]

CONTRACT NUMBER: DCAM-26-CS-RFP-0007

PROJECT INFORMATION

A. PROJECT SUMMARY

1.

Project Name:

Construction Management At-Risk

Services for The Heritage – New York

Avenue Shelter

2.

Project Address:

1201 New York Avenue NE, Washington, DC 20002

3. Agreement Type: Cost plus a Fixed Fee with GMP

4.

Client Agency:

Department of Human Services (“DHS” or “Client Agency”)

5.

Contractor: TBD

6.

Agreement Amounts:

i.

Initial NTE: TBD ii.

Project Budget: $55,000,000.00

7. Contractor

Compensation:

i. Construction Management

Fee:

TBD

ii. Base Construction

Management Fee (75% of the

Construction Management

Fee):

TBD

iii.

Preconstruction Fee: TBD

iv. At Risk Portion of the

Construction Management

Fee (25% of the Construction

Management Fee):

TBD

v. Lump Sum General

Conditions Cost:

TBD

vi.

Contingency: 6% in the GMP vii.

Allowances:

Owner Controlled Allowance:

$600,000.00

8.

Disincentive Fee for Failure to

Timely Submit

Deliverables:

$5,000.00 per day

9.

Liquidated

Damages for Delay in Substantial

Completion:

$3,000.00 per calendar day

10.

GMP Proposal Submission March 15, 2027

11.

GMP Executed By: TBD

12.

Substantial Completion Date: March 1, 2029

13.

Final Completion Date: May 1, 2029

14. Administrative Term Expiration

Date:

April 30, 2030

15. Key personnel removal or replacement disincentive fee:

$25,000.00 per person

16.

Notice to Proceed:

i.

Period of Performance From [ INSERT] (date of execution of

Letter Contract) through [end of Letter Contract] ii.

NTE Amount: TBD

17.

GMP Basis Permit Set

CONSTRUCTION MANAGEMENT AT-RISK SERVICES

FOR THE HERITAGE – NEW YORK AVENUE SHELTER

DCAM-26-CS-RFP-0007

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] with a place of business at

[Insert] (the “Construction Manager” or “Contractor”, and collectively, the “Parties”).

RECITALS

WHEREAS, the Department issued a request for proposals DCAM-26-CS-RFP-0007 dated June 05, 2026 (the “RFP”) to engage a contractor to provide Construction Management

At-Risk (“CMAR”) services for the Heritage – New York Avenue Shelter, located at 1201 New

York Avenue NE, Washington, DC 20002 (the “Project”);

WHEREAS, the Department desires that the Project be substantially complete no later than March 1, 2029 (“Substantial Completion Date”);

WHEREAS, the Contractor submitted a proposal entitled Construction Management

At-Risk Services for the Heritage – New York Avenue Shelter dated [Insert Date] to provide

CMAR services for the Project;

WHEREAS, on September 13, 2026, the Department and the Contractor entered into a Letter Contract;

WHEREAS, the Department wishes to retain the Contractor to provide CMAR services for the Project. The Project is to include preconstruction and construction services, as well as close-out activities and move-in assistance;

WHEREAS, the Contractor wishes to provide the preconstruction and construction services, as well as any related services necessary to complete the Project, subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Department has retained the services of a program manager (the

“Program Manager”) to advise it concerning the Project;

WHEREAS, the Department has established a budget for the Project, including all fees, hard construction costs, loose furnishings, fees, and general conditions of the Contractor (such budget, the “Project Budget”);

WHEREAS, the Department has engaged Sorge and Associates, PC as (the

“Architect/Engineer” or “A/E”) pursuant to a separate contract (the “Design Contract”) to provide design, planning, architectural, and engineering services, design feedback, and other preconstruction services prior to permitting. The Department expects that as the permit documents are completed by the A/E, the Contractor will obtain quotes from the trade subcontractors and provide a Guaranteed Maximum Price (“GMP”); and

WHEREAS, the Department will remain in contract with the A/E and will manage the

Design Contract for the duration of the Project. The Contractor will, however, be required to coordinate with the A/E.

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

Article 1 - DEFINITIONS

Section 1.1 Administrative Term.

The Agreement shall have an administrative term (the “Administrative Term”) that runs from the effective date of the notice to proceed to the Administrative Term Date set forth in the

Project Information Section above. In addition, within this time the Contractor shall execute and submit a Final Release of Liens and Claims in a form and format required by a Contracting

Officer (“CO” or “Contracting Officer), inclusive of providing the Department with a complete set of any product manuals (“O&M”) and training videos, if applicable. The Administrative

Term is established for the sole purpose of permitting the Department’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: (i) extend the Substantial Completion Date;

(ii) extend the Final Completion Date; or, (iii) limit the Department’s ability to assess liquidated damages thereon.

Section 1.2 Agreement.

The term “Agreement” or “Contract” shall mean this entire, integrated agreement between the Department and the Contractor with respect to the Project, consisting of this document and the Exhibits thereto, including but not limited to the Standard Contract

Provisions (Construction Contract), the Construction Documents released for the Contractor’s use and any Change Orders or Change Directives that have been executed by the Department.

Section 1.3 Client Agency.

The governmental or quasi-governmental entity represented by the Department, requesting the Project.

Section 1.4 Construction Documents.

The final drawings and specifications, as prepared, sealed by the A/E’s design professional in accordance with the law, and issued by the Contractor for the purpose of obtaining bids from potential trade subcontractors and material suppliers for use in constructing the Project.

Section 1.5 Construction Phase Services.

Services provided throughout the construction phase during which the Contractor shall carry out the bulk of the construction for the Project.

Section 1.6 Cost of General Conditions.

The Cost of General Conditions shall have the meaning set forth in Section 8.2 of this

Contract.

Section 1.7 Contract Documents.

“Contract Documents” or “Contract” as used herein means Addenda, Contract Form, Standard Contract Provisions, Instructions to Bidders, General Provisions, Labor Provisions, Performance and Payment Bonds, Specifications, Special Provisions, Contract Drawings, approved written Change Orders, and Agreements required to acceptably complete the

Contract, including authorized extensions thereof.

Section 1.8 Preconstruction Phase Services.

The services to be provided under Article 3 constituting the preconstruction phase services to be performed by the Contractor.

Section 1.9 Drawings.

The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and wherever issued, showing the design, locations and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

Section 1.10 Final Completion.

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 delivered.

Section 1.11 Final Completion Date.

The date established in the Contract by which the Contractor shall achieve Final

Completion. The Final Completion Date may be modified only by Change Order “Change

Order”) or Change Directive in accordance with the Agreement.

Section 1.12 Fully Complete.

To undertake all of the Work necessary to fully construct and complete the Project and execute all tasks necessary to obtain the final certificate of occupancy for the Project from the

District of Columbia; submit final lien releases from the Contractor and Subcontractors and material suppliers; complete all punch list items to the Department’s approval and sign-off; and cause all representations, warranties, and guarantees to be honored and otherwise fulfill all of the requirements set forth in the Agreement.

Section 1.13 Guaranteed Maximum Price or GMP.

The maximum amount, including, but not limited to, the Construction Management Fee and the Cost of the Work, that will be paid to the Contractor to Fully Complete the Project as set forth in Article 5. The Guaranteed Maximum Price (“GMP”) may be modified only by Change

Order or Change Directive in accordance with the Agreement.

Section 1.14 Environmental and Hazardous Material Requirements.

The Contractor shall be required to comply with all applicable Federal and District environmental laws and regulations for the project, including but not limited to, the District of

Columbia Environmental Policy Act (e.g., D.C. Code § 8-109.01 - 8-109.12; and the District of

Columbia Municipal Regulations Chapter 20-72). Additionally, the Contractor shall lawfully handle, remediate, and abate as necessary and appropriate, any toxic substance or hazardous chemicals defined or regulated pursuant to federal, state or local laws, including in regard to pollution, treatment, storage or disposal of waste, or protection of human health or the environment. Such laws include, without limitation, the Comprehensive Environmental

Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the

Clean Water Act, the Clean Air Act and laws relating to emission, spills, leaks, discharges, releases or threatened releases of toxic material. The term Hazardous Materials shall also include petroleum and petroleum byproducts.

Section 1.15 Notice to Proceed.

A written notice to proceed, signed by the Department’s Contracting Officer, directing the Contractor to proceed with the Project or any portion of the Project (“Notice to Proceed” or

“NTP”).

Section 1.16 Project Schedule.

The schedule for the Project agreed to by the Department and the Contractor. Such schedule shall include a Baseline Schedule (“Baseline Schedule”) as updated periodically by the

Contractor and approved by the Department. The Project Schedule shall not be changed except by a Change Order or Change Directive issued by the Department’s Contracting Officer. The

Project Schedule shall be in a form and contain such detail as may be agreed upon by the Parties.

Section 1.17 Self-Performed Work.

Trade work performed by employees of: (1) the Contractor; (2) any entity that is a partner or member of the entity comprising the Contractor; (3) any entity that controls, is controlled by, or is under common control with the Contractor; or (4) any entity that controls, is controlled by, or is under common control with any entity that is part of the Contractor. Self-Performed Work is distinguished from trade work performed by Subcontractors unaffiliated with the Contractor or the entities of which the Contractor is comprised.

Section 1.18 Services.

The services to be provided pursuant to the Agreement which shall include preconstruction and construction services, as well as close-out activities and move-in assistance.

Section 1.19 Specifications.

The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services.

Section 1.20 Standard Contract Provisions.

The District of Columbia Department of General Services Standard Contract Provisions, General Provisions (Construction Contracts), as amended, are attached hereto as Exhibit I and incorporated herein.

Section 1.21 Subcontractor.

Any person, natural or legal, to whom the Contractor delegates performance of any portion of the Work required by the Agreement. The term “Subcontractor,” used without a qualifier, shall mean a subcontractor in direct privity with the Contractor. “Subcontractors at all tiers” shall mean not only those Subcontractors in direct privity with the Contractor, but also those performing Work pursuant to sub-subcontracts, subcontracts, and so on. “Subcontractors” shall include both those who are retained to perform labor only and those who are retained both to perform labor and to supply material or equipment. “Subcontractors” shall also include design professionals who are not the Contractor’s employees and to whom the Contractor delegates any part of its responsibilities under the Agreement, except those references to “trade

Subcontractors” shall exclude design professionals.

Section 1.22 Substantial Completion.

Substantial Completion shall mean that all of the following have occurred:

1) the construction and installation work have been completed with only minor punchlist items remaining to be completed;(2) a temporary certificate of occupancy and all other required permits or approvals have been obtained; (3) draft copies of all operating and maintenance manuals, training videotapes and warranties required by the Agreement have been delivered to the Department and the Client Agency; (4) if applicable, final warranties have been submitted for material and labor for any installed, replaced, or repaired synthetic surfaces; (5) any supplemental training session required by the Agreement for operating or maintenance personnel have been scheduled; (6) all clean-up required by the Agreement has been completed;

(7) the Project is ready for the Department and Client Agency to use it for its intended purpose;(8) all equipment, supplies, materials and items to be installed have been installed in accordance with the manufacturer’s specifications and industry standards and have undergone and passed the requisite testing and inspections; and (9) certificates of compliance with impact standards (IPEMA) for synthetic surfaces have been submitted to the Department. “Minor punch list items” are defined for this purpose as items that, in the aggregate, can be completed within sixty (60) days without interfering with the Department or Client Agency’s normal use of the Project. (10) Commissioning is complete, and a final punchlist is documented with completion dates established per Section 2.9.1 of the RFP; (11) The Project has obtained DC

Department of Health (“DOH”) approval of the kitchen and health suite; (12) f. The Project has obtained DC Department of Health (“DOH”) approval of the kitchen and health suite;

Section 1.23 Substantial Completion Date.

The Substantial Completion Date is March 1, 2029 (“Substantial Completion Date”). The date established herein by which the Contractor shall achieve Substantial Completion. The

Substantial Completion Date may be modified only by Change Order or Change Directive in accordance with the Agreement.

Section 1.24 The Work

The term “Work” refers to any and all work done in performance of the services necessary, at any and all phases of the Agreement, to Fully Complete the Project.

Article 2 - GENERAL PROVISIONS

Section 2.1 Letter Contract.

The Parties acknowledge that certain of the preconstruction activities described in Article

3 of this Agreement were performed pursuant to the Letter Contract between the Parties dated

[Insert Date]. Pursuant to the terms of the Letter Contract, upon execution of this Agreement by the Department (the "Agreement Effective Date"), the Letter Contract shall automatically be incorporated into and shall merge into and be superseded by this Agreement. The Parties agree that any services provided or work performed pursuant to the merged Letter Contract, and prior to the Agreement effective date, shall be governed by the terms and conditions of this

Agreement.

Section 2.2 Term and Termination

The period of performance under this Agreement shall commence from the date of execution of the notice to proceed (“Notice to Proceed” or “NTP”) by the Department and shall terminate upon the expiration of the Administrative Term or upon termination by the

Department pursuant to Articles 5 and 6 of the Standard Contract Provisions for Construction

Contracts.

Section 2.3 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 Work and complete the Project 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, Contractor, Program Manager, and other persons or entities employed by the

Department for the Project. In performing its duties under this Agreement, the Contractor shall at all times use the standard of care used by the Contractor that constructs projects similar to the

Project in type, size and scope in large, urban areas. Whenever the term “competent” is used herein to describe the Contractor’s actions or duties that term shall refer to the level of competence customarily possessed by those Contractors that construct projects similar to the

Project in type, size and scope in large, urban areas.

Section 2.4 Confidentiality of Information

The Contractor shall assure and keep all information and data obtained throughout the performance of the Project whether related to the Agreement, the Work in all of its aspects, the

Department and the Department’s employees confidential, during and following the term of the

Agreement, and shall not use the information in connection with any other matters; nor shall it disclose any such information to any other person, firm or corporation, unless disclosure is required pursuant to court order, subpoena, or other regulatory authority. The Contractor shall not be divulged of confidential information without the individual’s and the Department’s written consent and only in accordance with the District’s and/or Federal laws, codes and regulations. The Contractor and any subcontractors who utilize, access, or store personally identifiable information as part of the performance of this Agreement are required to safeguard this information and immediately notify the Department of any breach or suspected breach in the security of such information. The Contractor and all subcontractors shall allow the

Department to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. The Contractor, subcontractors, and their respective employees working on this Project may be required to sign a confidentiality statement.

Section 2.5 Project Description.

The Contractor shall provide any and all CMAR services needed for the Project's completion.

The Project shall be complete, operating, and ready for use by the Substantial Completion Date and within the Project's budget as set forth in this Contract.

The Contractor will be required to provide a full range of services required to construct a new facility to meet the Department’s programmatic requirements and demolish the existing facility.

All Project documents prepared to date by the A/E are included as Exhibit A. Any synthetic surfaces installed for the outdoor amenities must be accompanied by a certificate of compliance with regulatory standards for all existing public synthetic surfaces, as required by D.C. Code §

10-171.03.

The Project consists of a 6-story building and includes a medical clinic, dining area, training and educational spaces, storage, and other shared program spaces, as well as building maintenance, environmental, and service spaces throughout the facility. The multi-Purpose

Room, with its large adjacent storage area, can be converted to a space that can accommodate an 80+/- bed Hyperthermia Area during extreme cold weather periods.

Generally, the Contractor’s responsibilities shall include, but will not be limited to, the following:

a) To confirm the construction of the Project in accordance with the Contract

Documents (“Contract Documents”).

b) To provide all construction management services necessary to implement the goals of the Project inclusive of, but not limited to, the following: construction management services inclusive of budgeting, cost estimating, value engineering

(“Value Engineering”), constructability reviews, scheduling, project administration, management and coordination of subcontractors.

c) To conduct subsurface investigation work if and as required for the Project.

d) To furnish and provide all materials, management, personnel, equipment, hazardous material abatement, supervision, labor and other services necessary to complete the

Project.

e) To furnish and provide furniture, fixtures, and equipment (“FF&E”). FF&E procurement schedule to be developed by the Contractor subject to DHS, the

Department’s specification, agreement and acceptance.

f) To provide one (1) year of preventative and corrective maintenance services following substantial completion and using as a basis the recommended maintenance schedule developed to meet project closeout requirements.

g) To the extent it is applicable, the Contractor shall comply with the Public Facilities

Environmental Safety Amendment Act of 2020 and D.C. Code § 10-171.03.

h) If applicable, the Contractor shall obtain Chapter 2 and Chapter 3 air quality permits, as required by the Department of Energy and Environment (“DOEE”) prior to the installation of a boiler, stationary generator, or any other source of emissions subject to those rules.

The Contractor will be required to work with the A/E, Department, DHS, and other applicable regulatory agencies to advance the design for the Project and to construct the approved design no later than the Substantial Completion Date. The Contractor will be required to engage in preconstruction efforts to ensure constructability reviews of the design in a manner consistent with the Department’s goals for the Project (e.g., programmatic, budgetary, schedule, and quality); to solicit competitive trade bids for the construction work and to develop an acceptable guaranteed maximum price and corresponding scope and schedule for the work; and to implement the requisite construction and other work necessary no later than the dates set forth in this RFP. The Contractor will be required to provide a Project ready for occupancy and shall be responsible for all items of cost except for those items set forth in Section 9.7 of this

Agreement.

Section 2.6 Contracting Officer (“CO”), Program Manager and Contracting Officer’s

Technical Representative (“COTR”)

The Contracting Officer (“CO”) for this Contract is:

Eric Njonjo

Contracting Officer

Department of General Services

3924 Minnesota Ave, NE, 5th Floor

Washington, DC 20019

Office: 202-360-7207

Email: Eric.Njonjo@dc.gov

The Department has engaged a Program Manager and a Contracting Officer’s Technical

Representative (“COTR”) to provide certain program management functions. Such Program

Manager and COTR shall, at all times, be acting solely for the benefit of the Department, not the Contractor.

The Contractor hereby acknowledges and agrees that only a duly authorized and designated Contracting Officer shall have the authority to issue Change Orders or Change

Directives on the Department’s behalf. As of the date that this Agreement is signed, the

Department’s duly authorizing Contracting Officers are set forth in Exhibit H.

mailto:Eric.Njonjo@dc.gov

The Contracting Officer’s Technical Representative (“COTR”) is as follows:

Agyei Hargrove

Executive Program Manager

Department of General Services

3924 Minnesota Avenue, NE, 5th Floor

Washington, DC 20019

Email: Agyei.hargrove@dc.gov

The Program Manager is as follows:

Dave Antoine

Program Manager

Department of General Services

3924 Minnesota Avenue, NE, 5th Floor

Washington, DC 20019

Email: Dave.Antoine@dc.gov

Section 2.7 General Description of Contractor’s Duties.

Generally, the Contractor shall perform the services in a professional workmanlike manner. The Contractor shall supply and furnish at the location where the Work is to be performed all labor, materials, equipment, tools, services, and supervision, and shall bear all items of expense, necessary to complete and satisfactorily perform this Agreement, except such items that the Department, in this Agreement, specifically agrees to supply or furnish to or for the use of Contractor. Any labor, materials, equipment, tools, services, or supervision not specifically described in this Agreement, but which may be fairly implied as required thereby or necessary to properly complete the Work, shall be deemed within the Scope of the Work and shall be provided by Contractor at Contractor’s sole expense.

Section 2.8 Warranties and Representations

All disclosures, representations, warranties, and certifications the Contractor makes in its proposal in response to the RFP shall remain binding and in effect throughout the term of the Agreement. The Contractor reaffirms that all such disclosures, representations, warranties, and certifications are true and correct.

2.8.1. If any disclosure, representation, warranty, or certification the Contractor has made or makes pursuant to the RFP or the Agreement, including, without limitation, representations concerning the Contractor’s construction or design experience and qualifications, claims or litigation history or financial condition, is materially inaccurate, that shall constitute a material breach of the Agreement, entitling the Department to any and all available remedies.

2.8.2. The terms and conditions of this Section 2.8 shall apply during both the Preconstruction and Construction Phases.

mailto:Agyei.hargrove@dc.gov mailto:Dave.Antoine@dc.gov

Section 2.9 Responsibility for Agents and Contractors.

At all times and during both the Preconstruction and Construction Phases, the Contractor shall be responsible to the Department for any and all acts and omissions of the Contractor’s agents, employees, subcontractors, sub-subcontractors, material suppliers, laborers, and the agents and employees of the subcontractors, sub-subcontractors, material suppliers, and laborers performing or supplying Work in connection with the Project.

Article 3 - CONTRACTOR’S PRECONSTRUCTION SERVICES

Section 3.1 Preconstruction Services.

The Preconstruction Phase will start from the issuance of the NTP through the execution of the GMP amendment (“GMP Amendment”) (Exhibit K). The Department will issue an NTP for preconstruction services. During the Preconstruction Phase, the Contractor shall provide such preconstruction services to properly advance the Project. Without limiting the generality of the foregoing, the Contractor shall:

(i) Schedule and attend regular meetings with the Department Representatives and the A/E as needed to conduct value engineering, constructability reviews and provide scheduling and cost analysis to assist the A/E in furthering the drawings, assist the A/E to ensure that the design evolves in a manner consistent with the programmatic requirements while not exceeding the overall hard cost, assist with code compliance and permitting issues, attend a kick-off meeting and maintain meeting minutes, perform site visits and attend/facilitate meetings with District staff as necessary;

(ii) Meet and coordinate with regulatory, reviewing, and stakeholder agencies as necessary;

(iii) Meet and coordinate with all applicable utility companies and agencies as required;

(iv) Attend and participate in community meeting(s) to update community regarding the Project; and

(v) Act as scribe and distribute minutes as necessary for all coordination meetings.

The following deliverables will be required from the Contractor as part of the preconstruction phase:

1) Project Schedule and Cost estimate for all A/E deliverables, including but not limited to Schematic Design and Design Development Documents, as requested.

2) List of Long Lead Items that could adversely impact the Project’s schedule and recommendations for purchase.

3) Permit Matrix.

4) Site Safety Plan.

5) Issued for Construction Documents.

6) Life Safety Floor Plans.

7) List of subcontractors from which the CMAR intends to solicit bids and bidding procedure.

8) Trade bid tabulations, including all subcontractor Proposals.

9) Report outlining Value Engineering strategies.

10) GMP Proposal.

11) Construction Phase Baseline Schedule.

12) Statement of constructability within ten (10) days of the conclusion of the Design and

Preconstruction Phase, executed by both the CMAR and the A/E.

13) Insurance Certificates.

14) Payment and Performance Bonds.

Throughout the Preconstruction Phase, the Contractor shall schedule and attend regular meetings with the Department, the Program Manager, and the A/E.

Section 3.1.1 Additional Preconstruction Services. In addition to those items enumerated above, the Contractor shall provide such preconstruction services as are necessary to properly advance the Project. These services shall include, but are not limited to, scheduling, estimating, shop-drawings, the ordering of long-lead materials, condition assessments

(including 3D reality capture scanning), building stabilization, conservator studies, archeological studies, recommended testing, additional geotechnical testing and monitoring of historic assets. The Contractor shall prepare and submit to the Department a full cost estimate of the current design no later than fifteen (15) days from execution of the Preconstruction NTP.

Section 3.2 Baseline Schedule, Building System Assessment, and Construction

Management Plan.

Section 3.2.1 Baseline Schedule. Within ten (10) business days after the

Preconstruction NTP is issued, the Contractor shall prepare and submit a Baseline Schedule for the Project (the “Baseline Schedule”). The Baseline Schedule shall be subject to review and approval by the Department, and the Contractor shall incorporate such adjustments to the

Baseline Schedule as may be reasonably requested by the Department. The Baseline Schedule shall be prepared in a critical path method (“CPM”) in a sufficient level of detail to permit the

Department, the Contractor, and any other affected parties to properly plan the Project. The

Baseline Schedule shall show: (i) key design milestones and bid packages (to be provided by the A/E); (ii) release dates for long lead items; (iii) release dates for key subcontractors; and

(iv) Substantial and Final Completion Dates. The Baseline Schedule must also be submitted in

Primavera 6 native format and shall be updated by the Contractor, at a minimum, on a bi-weekly basis. Bi-weekly updates to the schedule should include the original baseline schedule as well to show the time difference between planned start and finish dates versus actual start and finish dates. The preliminary schedule is attached hereto as Exhibit B.

During the Preconstruction Phase, the Contractor shall monitor the Project’s progress and promptly notify the Department of any delays, regardless of their cause, the causes of such delays, and the Contractor’s best projection of the effect of such delays on the Project Schedule.

The Department's receipt of, and lack of objection to, any schedule update showing a later

Substantial Completion or Final Completion 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, the

Project may not be completed by the applicable Substantial or Final Completion Date. The

Project Schedule shall be maintained and continuously updated during the Preconstruction, Construction, and closeout Phases.

Section 3.2.2 Construction Management Plan. The Contractor shall submit a draft of its construction management plan (“Construction Management Plan”) within thirty (30) days after the Preconstruction NTP is issued to include, but is not limited to, noise control, hours for construction and deliveries, truck routes, trash and debris removal plan, traffic and parking control, communications procedures, emergency procedures, quality control procedures, dust control, public street cleaning and repair, planned occupancy of public ways, erosion control, tree protection plan, vibration monitoring, temporary fire protection measures, Project signage, pest control, construction staging plan, and construction logistics plan.

Section 3.2.3 Value Engineering & Scope Assessment. Based on the trade bids the

Contractor shall prepare a written report of suggested Value Engineering strategies necessary to reconcile the costs of constructing the Project with the Department's Project Budget. The

Contractor shall meet with the Department's representatives to discuss any Value Engineering and changes in scope required to bring the project costs within the Project Budget.

Section 3.2.4 GMP Formation. Based on any value engineering, scope modifications, and approved changes in the Project Budget, the Contractor shall prepare and submit to the

Department a GMP proposal. The Department's GMP proposal shall represent the Contractor's offer to Fully Complete the Project. The GMP proposal shall include: (i) a line-item construction budget; (ii) a detailed CPM schedule; (iii) a listing of the drawings upon which the

GMP is based; and (iv) an LSDBE utilization plan. In the event that the Department and the

Contractor are unable to agree upon a GMP or schedule for the Project, the Department shall have the right to terminate the Contract and assume any trade subcontracts held by the

Contractor. The GMP shall be subject to review and approval by the Council for the District of

Columbia in the event it exceeds the previously approved Contract value by more than $1 million. In such event, the GMP shall not be effective until it is approved.

Section 3.3 Constructability Reviews

3.3.1. It is contemplated that the Contractor will meet with representatives of the Department and the A/E as well as other stakeholders to better develop the

Department’s requirements for the Project following contract award. During the

Preconstruction Phase, the Contractor will be required to provide constructability reviews of the design documents for the Project.

3.3.2. The Contractor shall meet with the representatives of the Department, A/E and Client Agency throughout the Preconstruction Phase as the design progresses and these and other stakeholders provide input in and approve the design direction at appropriate times. The GMP Basis Documents, and all interim design submissions shall be subject to review and approval by the Department, and the Contractor shall be required to provide input on these documents to address concerns raised by the

Department and/or other project stakeholders, and such reviews shall not entitle the

Contractor to an increase in the Preconstruction Fee.

3.3.2.3 Constructability/Sole Source/Long-Lead Time Memorandum.

Concurrently with the Construction Management Plan, the Contractor shall prepare a memorandum identifying key construction concerns related to the Project. Such memorandum shall: (i) assess the constructability issues related to the Project, including site logistics; (ii) identify any items where the design is predicated on a single manufacturer and, if so, identify at least two (2) comparable products; and (iii) identify any long-lead delivery items that could adversely affect the schedule contemplated in this Agreement. To the extent any such long-lead items are identified, the memorandum shall make recommendations for addressing such items.

3.3.2.4 Early Release/Abatement, Razing, & Demolition

3.3.2.4.1 Abatement, Razing, & Selective Demolition / Exploratory. The

Department may release the Contractor to commence hazardous material abatement, razing, and selective site demolition, or other early activities, as applicable. It is envisioned that this work will be released in advance of the Construction NTP.

3.3.2.4.2 Long Lead Materials. The Department will release funding for long-lead items once the Permit Set/Construction Documents have been approved. If the Contractor believes an earlier release is required in order to meet the Project Schedule, it shall advise the Department and make a recommendation as to the requested release date. Any decision to authorize an early release shall be made by the Department in its sole and absolute discretion.

Section 3.2.2.5 Permits.

The Contractor will be responsible for preparing and submitting all permits and applications for other approvals that are necessary for the construction of the Project. No later than ten (10) days after the notice to proceed for Preconstruction Services, the

Contractor shall prepare and submit a matrix that identifies all permits and land use approvals that are required for the Project to proceed. The matrix should include zoning and other land use entitlements, building permits, as well as trade permits and lane closure permits. The matrix shall identify the specific permit, the date by which such is needed to maintain the Project’s Schedule, and a status column. The matrix shall be updated monthly.

For permits previously submitted by the Department or the A/E, the Contractor shall provide assistance and input, if and as requested by the Department, for all such permits through the review process. The Contractor shall develop a list of the required permits and shall track the progress of all such permits through the review process. The Contractor shall update the Department with the status of each permit that is required for the Project.

Article 4 - FORMATION OF GMP PROPOSAL

Section 4.1 General.

During the Preconstruction Phase, the Department shall cause the A/E in coordination with the Contractor to prepare a set of drawings and specifications upon which the Contractor’s

GMP for construction of the Project will be based (the “GMP Basis Documents”) as set forth in the Project Information Section of this Agreement. As part of the GMP proposal process, the Contractor will provide a separate proposal for the move scope. This will be evaluated based on technical aspects, experience, and cost. The cost for the move scope will be part of the all-inclusive Project Budget and included as a line item in the GMP. Based upon the

GMP Basis Documents, the Contractor shall propose a GMP (referred to as the “GMP

Proposal”) no later than the date set forth in the Project Information Section of this

Agreement, and which shall be submitted in accordance with this Section 4.1. The

Contractor acknowledges and understands that the GMP Basis Documents will be incomplete at the time it submits its GMP Proposal. Although complete construction documents will not be available and many details will not be shown on GMP Basis Documents or will otherwise need to be adjusted, the GMP proposed in the Contractor’s GMP Proposal shall be intended to represent the Contractor’s offer for the Final Completion of the Project. If the Contractor’s

GMP Proposal is acceptable to the Department, it shall be memorialized in form of an amendment to this Agreement.

As part of the GMP, the Contractor shall certify that the GMP established thereby:

(i) contains sufficient amounts to perform all Work necessary for the Final Completion of the Project; and (ii) contains sufficient amounts to provide and construct any items or facilities that are not contained in the GMP Basis Documents but which are necessary for a fully functioning facility that meets the programmatic requirements established for the

Project. The Contractor will further covenant and agree in the GMP that it will perform all of the construction work necessary for the Final Completion of the Project, including, without limitation, aspects of the Work that are not shown on the GMP Basis Documents but which are a logical development of the design intent reflected in the GMP Basis Documents, for an amount not to exceed the GMP.

Section 4.2 Review of GMP Basis Documents.

The Department has selected the Contractor, in large part, because of its special expertise in constructing similar projects. Before submitting its GMP, the Contractor shall review the

GMP Basis Documents for accuracy, constructability and completeness and shall bring such deficiencies to the attention of the Department and shall cause its A/E to address any such deficiencies. To the extent that any such deficiencies in the GMP Basis Documents could have been identified by such review by a competent Contractor, such deficiencies shall not be the basis for a change in the GMP or delaying the Project Schedule.

Section 4.3 Contingency.

The Cost of the Work shall include a contingency, which shall be a sum established by the Department and the Contractor to cover, among other things costs necessary to address scope expansion that is a logical development of the design, issues arising from or as a result of deficiencies in the GMP Basis Documents and other costs which are properly reimbursable as

Cost of the Work but not the basis for a Change Order, such as costs that were not reasonably foreseeable as of the effective date of this Agreement, including such items as emergencies, unforeseeable changes in market conditions for materials or labor, or subsurface, soils or site conditions that were neither known nor reasonably discoverable as of the effective date of the

Agreement (the “Contingency”). During the Construction Phase, the Contractor shall keep the

Program Manager and the Contracting Officer informed as to the status of the Contingency and shall, at a minimum: (i) advise the Program Manager and Contracting Officer when draws reach

3% upon the contingency in a timely manner; and (ii) provide the Program Manager with running status of the Contingency balance at least once every two (2) weeks.

Section 4.4 Trade Bids.

4.4.1. Subcontractors and Suppliers; Bidding Procedures. During the

Preconstruction Phase, the Contractor shall seek to develop subcontractor interest in the Project. Within fifteen (15) days after issuing the Notice to Proceed, the Contractor shall provide to the Department for its review and approval a written submission on the proposed bidding procedures. Such procedures shall include: (i) a list of proposed trades packages; (ii) a list of trade subcontractors that will be invited to bid on each such package; and (iii) a narrative description of the process. At least three (3) potential subcontractors shall be identified for each trade package. A copy of this deliverable must be submitted to both the Program Manager and the Contracting Officer. In the event the

Department does not approve the proposed bidding procedures within fifteen (15) days after its receipt, such procedures shall be deemed approved unless the Department advises that such is still under review. The Contractor shall have at least one “over the shoulder” review session for each major trade package with the A/E. These “over the shoulder” review sessions shall be scheduled at appropriate times for such review.

4.4.2. Bidding. Following the Department’s approval of the GMP Basis

Documents, the Contractor shall manage the trade bidding process in accordance with the approved bidding procedures and shall use commercially reasonable best efforts to solicit at least three (3) qualified and bona fide bids for each trade package that has an expected value in excess of One Hundred Thousand Dollars ($100,000). Trade packages shall not be parceled, split, or divided to avoid the $100,000 threshold. In addition to the information normally required in such bids, the Contractor shall also require subcontractors to provide an estimate of the percentage of labor hours performed in completing the subcontracted work which will be performed by District residents.

The Contractor shall carefully document its procedures for making available bid packages to potential bidders, the contents of each bid package, discussions with bidders at any pre-bid meetings, bidders’ compliance with bid requirements, all bids received, the Contractor’s evaluations of all bids, and the basis for the Contractor’s recommendation as to which bidders should be chosen. The Department shall be afforded access to all such records at all reasonable times so that, among other things, requirements set forth in the Agreement, including, without limitation, affirmative action requirements and subcontracting requirements.

4.4.3. Bid Tab. As part of the negotiations leading up to the GMP, the Contractor shall provide to the Department tabulations of the trade bids solicited and copies of all trade bids. In general, the bid tab shall be presented in tabular format that compares the bids received and any other relevant information (i.e. exclusions, past performance history, etc.).

The bid tabulation shall include scope assessments and identify required leveling of the trade submitted. To the extent that the Contractor’s award recommendation is based on scoping adjustments, the Contractor shall clearly identify the scoping adjustment and the need for such adjustments. Such bid tabulation shall include Local, Small and

Disadvantaged Business Enterprises (“LSDBE”) utilization information in addition to price and other information. Such bid tabulations as well as copies of the bids shall be submitted to the Department’s Program Manager. The Contractor represents and warrants that the bid tabs so submitted shall fairly represent the results of the subcontractor bidding process and that the Contractor shall not misrepresent any such data to the Department or its Program

Manager.

4.4.4. Value Engineering. Based on the trade bids received, the Contractor shall prepare a written report of suggested Value Engineering strategies necessary to reconcile the costs of constructing the Project budget. The Contractor shall meet with the

Department’s representatives to discuss any Value Engineering and changes in scope necessary to ensure that the Department’s schedule and programmatic requirements are met and that the budget is not exceeded. The Contractor shall coordinate with the A/E to implement and price any approved Value Engineering strategies.

Section 4.5 Basis of Guaranteed Maximum Price.

The Contractor shall include with the GMP Proposal a written statement of its basis, which shall include:

4.5.1. GMP Basis Documents which shall include a list of the Drawings and

Specifications, including all addenda thereto, and general, supplementary and other conditions which were used in the preparation of the GMP Proposal and on which the GMP is based.

4.5.2. A list of unit prices and allowance, as applicable, items and a statement of their basis; provided, however, that only such allowances as are agreed to by the Department shall be included.

4.5.3. A list of the clarifications and assumptions made by the Contractor in the preparation of the GMP Proposal to supplement the information contained in the

Drawings and Specifications, noting in particular any exclusions. The assumptions and clarifications shall take precedence over the Drawings and Specifications. The Contractor shall prepare a separate memorandum that highlights any differences between the then approved drawings and the modifications made in the assumptions and clarifications. Such memorandum shall specifically address any changes in the Project's aesthetics, functionality or performance.

4.5.4. The proposed GMP, including a statement of the detailed cost estimate organized by trade categories, allowances, Contingency, and other items and the fee that comprise the GMP.

4.5.5. An update to the Project’s schedule to which the Contractor will agree to be bound. This update shall be prepared in the same level of detail and in the same manner as the Baseline Schedule.

4.5.6. A subcontracting plan setting forth the names and estimated dollar volume of the work that will be performed by local, small, and disadvantaged business enterprises, as certified by the Department of Small and Local Business Development, upon which the

GMP is based.

4.5.7. Contractor’s Designated Representative.

Section 4.6 Department Review of GMP Proposal.

The Contractor shall meet with the Department to review the GMP Proposal and the written statement of its basis. In the event that the Department discovers any inconsistencies or inaccuracies in the information presented, the Department shall promptly notify the Contractor, who shall make appropriate adjustments to the GMP Proposal, its basis or both.

Section 4.7 Department Acceptance of GMP Proposal.

The Department and the Contractor shall meet to negotiate the terms of the GMP

Proposal. If the GMP Proposal is acceptable to the Department, the Department shall submit the resulting GMP Amendment for review and approval by the Council for the District of

Columbia (the “Council”) in the event it exceeds the previously approved contract value by more than $1 million. In such event, the GMP shall not be effective until so approved and executed by the Parties.

Section 4.8 GMP Amendment.

In the event an acceptable GMP Proposal is not developed and a GMP Amendment is not executed, the Agreement will be terminated. In the event the Agreement is terminated pursuant to this Section, the Department shall be free to use any of the documents and information developed through the date of termination to retain a new contractor to complete the Project.

Section 4.9 Assignment Upon Failure to Reach GMP.

In the event that the Department and the Contractor are unable to agree upon a GMP, the

Department shall have the right to terminate this Agreement, and if requested by the

Department, the Contractor shall assign any trade Subcontracts to the Department upon such terms and conditions and at the time requested by the Department.