Department of General Services 3924 Minnesota Avenue, NE, 5th Floor, Washington DC 20019

GOVERNMENT OF THE DISTRICT OF COLUMBIA

DEPARTMENT OF GENERAL SERVICES

DATE

By Electronic Mail

[Name and Address of the Vendor]

[EMAIL OF VENDOR]

Reference: Request for Proposals No. DCAM-26-AE-RFP-0001 (“RFP”) - Architectural and Engineering Services for the Department of Corrections Central Cell Block Modernization (“Project”)

Subject: Notice to Proceed and Letter Contract

Dear M_. [NAME].

We refer to the offer submitted by [Insert Name] (the “Architect/Engineer” or “A/E”) in response to the Request for Proposals No. DCAM-26-AE-RFP-0001 (“RFP”) - Architectural and Engineering Services for the Department of Corrections Central Cell Block Modernization (“Project”). We are pleased to inform you that this Project has been awarded to VENDOR and if this letter contract (“Letter Contract”) is signed by the A/E without modification of any kind, it will serve as a notice to proceed (“Notice to Proceed” or “NTP”) for the work described below. This NTP is subject to the following terms:

1. Letter Contract. This is a Letter Contract between the A/E, and the District of Columbia Government (the “District”), acting by and through its Department of General Services (“DGS” or the “Department”), and shall govern our relationship until such time as a final contract is entered into for the work described in the above-referenced RFP (the “Definitized Contract”); provided, however, that to the extent an issue is not covered in this Letter Contract, the RFP shall govern.

Once the Definitized Contract is signed by the Department, this Letter Contract shall automatically terminate and merge into the Definitized Contract.

2. Scope of Work. The A/E is authorized to provide all professional design services, materials, tools, supplies and equipment necessary to advance the design and obtain the necessary permits for the Project.

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the A/E shall provide, at a minimum, the deliverables in accordance with the requirements in the

RFP, Attachment A1 (“Scope of Work” or SOW”), and Attachment A2 Form of Contract in connection to the authorized work to the Department’s Program Manager and in the referenced instances to the Contracting Officer.

In the event that the A/E fails to timely submit any such deliverable, the A/E shall pay to the Department as liquidated damages ($5,000) dollars, plus ($500) per day after receiving written notice from either the Contracting Officer’s Technical Representative (“COTR”) or the Contracting Officer of failure to submit each deliverable. This remedy is cumulative and does not limit any other rights or remedy of the Department under the contract or applicable District law.

4. Not to Exceed Amount. The limit of this authorization is [AMOUNT]. In no event shall the A/E be entitled to receive more than this amount under this Letter Contract. This not-to-exceed (“Not-to-Exceed” or “NTE”) amount includes all costs incurred by the A/E in connection with the work authorized hereby. In no event shall the A/E be entitled to receive more than the NTE amount under this Letter Contract unless authorized in advance and in writing by a duly authorized Contracting Officer.

5. Insurance. At all times while working under this Letter Contract, the A/E shall maintain insurance as described in the RFP. All such policies shall be endorsed to add the District of Columbia, including, but not limited to, its Department of General Services, and the respective agents, employees, and offices of each as additional insureds.

6. Duration. Once signed by the A/E, the Letter Contract will become effective on the date the Letter Contract is executed by the Department. This Letter Contract will terminate on the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) [DATE]. DGS reserves the right to terminate this Letter Contract, in whole or specified part, for convenience in the manner described in the DGS Standard Contract Provisions for Architectural and Engineering Services Contracts, attached as.

7. Use of DGS’ ProjectTeam. The Contractor shall utilize the Department’s current project management software (“ProjectTeam”) system to submit any and all Project Documentation required to be provided by the A/E for the Project, including, but not limited to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full package including all forms required by DGS); (v) certified payrolls (in addition to upload via LCP Tracker); (vi) drawings and specifications; (vii) punchlist, and (viii) other Project Documents as may be designated by the Department. The A/E shall require all subcontractors and subconsultants to utilize ProjectTeam for the Project execution.

Electronic storage and transmission of information via ProjectTeam system shall be compliant with the provisions of the Document Security section of these General Requirements.

8. Purchase Order Number. This Letter Contract will become effective on the date the Letter Contract is executed by the Department. The Department’s Contracting & Procurement Division will issue a purchase order number within five (5) business days. The purchase order will be sent in a separate cover. That number should be included in all future invoices and accounting records. In the event that you do not obtain a purchase order number please contact NAME via [EMAIL] directly to obtain this number.

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

(30) days of receipt. Invoices not paid by that date shall bear interest in accordance with the Quick Payment Act. For assistance with the registration process, call (202) 741-5200 or visit http://vendorportal.dc.gov to submit an inquiry.

10. Ownership and Use of Documents. All documents and work product prepared by the A/E shall become the property of the Department upon the payment of invoices submitted under the Letter Contract.

Service Contract Act. The A/E agrees that the work performed under this Letter Contract shall be subject to the Service Contract Act as set forth in (by reference) in effect at the time of the Letter Contract execution by the Department.

12. Living Wage Act. The Contractor agrees that the work performed under this Letter Contract shall be subject to the Living Wage Act in effect at the time of the Letter Contract execution by the Department. As such, the Contractor and its subcontractors shall comply with the wage reporting requirements imposed by the act as set forth in (by reference).

13. A/E Key Personnel. The following individuals shall be considered key personnel: (i) the Licensed Project Architect: Minimum 7 years of experience with similar projects; (ii) Licensed Structural Engineer: Minimum 7 years of experience with similar projects; (iii) Licensed Mechanical/Plumbing Engineer: Minimum 7 years of experience with similar projects; (iv) Licensed Electrical Engineer: Minimum 5 years of experience with similar projects; (v) Security Specialist: Minimum 10 years of experience with similar projects; (vi) Telecommunications Specialist: Minimum 5 years of experience with similar projects; (vii) Dry Utility Consultant/Expeditor: Minimum 7 years of experience with similar projects; and (viii) Permit Expeditor: Minimum 7 years of experience with similar projects. The A/E will not be permitted to reassign any of the key personnel unless the Department approves the proposed reassignment and the proposed replacement. The key personnel specified in the contract are considered to be essential to the work being performed. Prior to diverting any of the specified key personnel for any reason, the A/E shall notify the Contracting Officer (“CO”) at least thirty (30) calendar days in advance and shall submit justification, including proposed substitutions, in sufficient detail to permit evaluation of the impact upon the contract. The A/E shall obtain written approval of the CO for any proposed substitution of key personnel.

The A/E will not be permitted to reassign any of the key personnel unless the Department approves of the proposed reassignment and the proposed replacement. In the event that any of the key personnel become unavailable to work on this Project for reasons beyond the control https://vendorportal.dc.gov/ http://vendorportal.dc.gov/ https://sam.gov/wage-determination/DC20260002/3 https://ocp.dc.gov/sites/default/files/dc/sites/ocp/publication/attachments/2026%20Living%20Wage%20Notice.pdf of the A/E or its principal consultants (due to death or disability), the A/E shall propose a substitute for any such individual and obtain the Department’s consent to such substitute.

All members of the A/E’s Key Personnel in (Exhibit A) shall be subject to replacement disincentive fees for their removal or reassignment by the A/E except in circumstances arising from reasons beyond the A/E’s control (due to death or disability). In each instance where the A/E removes or reassigns one of the key personnel as being subject to such disincentive payment (but excluding instances where such personnel become unavailable due to death or disability) without the prior written consent of the Department’s Designated Representative, the A/E shall owe to the Department the sum of Twenty Five Thousand dollars ($25,000) as a disincentive payment, to reimburse the Department for its administrative costs arising from the A/E’s failure to provide the Key Personnel and remittance of replacement disincentive fees may be effected via deductions from payments owed to the A/E. The foregoing disincentive payment amount shall not bar recovery of any other damage, costs, or expenses other than the Department’s internal administrative costs. In addition, the Department shall have the right to be exercised in its sole discretion to remove, replace, or reduce the scope of services of the A/E in the event that a member of the Key Personnel has been removed or replaced by the A/E without the consent of the Department.

In the event the Department exercises the right to remove, replace or to reduce the scope of services of the A/E, the Department shall have the right to enforce the terms of this Agreement and to keep-in-place those members of the A/E’s team not removed or replaced, and the remaining members shall complete the services required under this Agreement in conjunction with the new members of the A/E’s team approved by the Department.

14. Entire Agreement; Modification. This Letter Contract, along with the Standard Contract Provisions (by reference – Architectural and Engineering Services Contracts) supersede all contemporaneous or prior negotiations, representations, course of dealing, or agreements, either written or oral. No modifications to this Letter Contract shall be effective against the Department and unless made in writing signed by the Department. Notwithstanding the provisions of this Section 10, nothing herein shall limit the Department’s ability to unilaterally modify this Letter Contract.

15. Campaign Finance Reform Act. The Contractor agrees to comply with the Campaign Finance Reform Act certification required pursuant to D.C. Official Code § 1-1161.01 and will satisfy all self-certification requirements, as applicable (Exhibit B).

16. Equal Employment Opportunity and Hiring of District Residents. The Contractor shall comply with applicable laws, regulations, and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs. In accordance with the District of Columbia Administrative Issuance System, Mayor’s Order 85-85 dated June 10, 1985.

(Exhibit C).

https://dgs.dc.gov/sites/default/files/dc/sites/dgs/publication/attachments/Attachment%20C_Standard%20Contract%20Provisions%20AE%20Contracts.pdf

1. Exhibits. The following exhibits are attached to the NTP/Letter Contract:

Exhibit A – Key Personnel Exhibit B – Campaign Finance Reform Act Self Certification Exhibit C – Equal Employment Opportunity Statement Exhibit D – Certificate of Insurance

ISSUED BY: ACCEPTED BY:

By: By:

Name: Kianna Shepherd Name:

Title: Contracting Officer Title:

Date: ________________________ Date: