Attachment_N_-_Form_of_Notice_to_Proceed_and_Letter_Contract.pdf

Contracts & Procurement

Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019

VIA ELECTRONIC MAIL ONLY

[Date]

[Contractor’s Full Address]

Reference: Request for Proposals (“RFP”) No. DCAM-26-CS-RFP-0006

Design-Build Services for the New River Terrace Recreation Center

Subject: Notice to Proceed and Letter Contract

Dear ______________, We refer to the proposal submitted by [Contractor’s Name] (the “Contractor” or “Design-Builder”) in response to the above-referenced RFP. We are pleased to inform you that this work has been awarded to [Contractor’s Name] and if this letter contract (“Letter Contract”) is signed by the Contractor without modification of any kind, it will serve as a notice to proceed with the work described below. This notice to proceed is subject to the following terms:

1. Letter Contract. This is a Letter Contract between the Contractor and the District of Columbia Government, 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 executed by an authorized Contracting Officer, this Letter Contract shall automatically be incorporated into and shall merge into and be superseded by the Definitized Contract.

2. Scope of Work. The Contractor shall provide Design-Build Services for the New River Terrace Recreation Center, located at 500 36th Street NE, Washington, DC 20019 (the “Project”) as described in the Contractor’s Proposal dated _______________, submitted in response to the subject RFP. The Schedule of Values is attached to this Letter Contract as Exhibit A.

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the Contractor shall provide, at a minimum, the deliverables listed in Exhibit G in accordance with the requirements in the RFP, the Schedule of Values attached to this Letter Contract as Exhibit A, and the Form of Contract, to the Department’s Program Manager and in the referenced instances to the Contracting Officer.

In the event that the Contractor fails to timely submit any such deliverable, the Contractor shall pay to the Department a disincentive fee in the amount of Seven Thousand Five Hundred Dollars ($7,500.00) plus Five Hundred Dollars ($500.00) per day after receiving written notice from the

Contracting Officer of failure to submit each deliverable. This remedy is cumulative and does not limit any other right or remedy of the Department under the contract or applicable District law.

4. Not to Exceed Amount. The limit of this authorization is up to $_________ (“Not to Exceed” amount or “NTE”) including _________ for the Design Fee, $____________ for the Design-Build Fee, $_____________ for the Lump Sum General Condition Cost, and $__________ for a portion of the Allowances, as further described in the Schedule of the Values Exhibit A. In no event shall the Contractor be entitled to receive more than the NTE under this Letter Contract unless authorized in advance and in writing by a duly authorized Contracting Officer. This NTE includes all costs incurred by the Contractor in connection with the work authorized hereby.

5. Construction Phase Compensation. The Contractor understands and agrees that the Department makes no representation or warranty that the Contractor shall be entitled to serve as the Design-Builder for the Project. If, however, the Department and the Contractor agree upon a Guaranteed Maximum Price (“GMP”) and schedule for the Project, the Contractor agrees that it shall be paid a Design Fee of ___________, a Design-Build Fee of _______________ and that the Lump Sum General Conditions Cost shall be _______________, to include the amounts in Section 4, based on the schedule and budget set forth in the RFP. The Contractor further agrees to enter into a design-build agreement that is substantially similar to the Agreement for Design- Build Services issued with the RFP, subject only to such adjustments as were requested by the Contractor in its bid and which are agreed to by the Department.

6. Insurance. At all times while working under this Letter Contract, the Contractor 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. The Contractor must maintain insurance for all of their subcontractors as described in Exhibit I.

7. Duration. Once signed by the Contractor, the Letter Contract will become effective on the date the Letter Contract is executed by the Department. This Letter Contract will terminate on [Insert date], or shall automatically be incorporated into and shall merge into and be superseded by the Definitized Contract once Definitized Contract becomes effective. DGS reserves the right to terminate this Letter Contract, in whole or specified part, for convenience in the manner described in Article 5 and Article 6 of the District of Columbia Department of General Services Standard Contract Provisions General Provisions for Construction Contracts Exhibit B1, and Standard Contract Provisions for Architectural and Engineering Services Contract Exhibit B2.

8. Billing. All invoices shall be submitted directly to the Department at the address specified in the RFP. Purchase Order numbers should be included in all future invoices and accounting records. 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.

9. Key Personnel. To carry out its duties, the Design-Builder shall provide at least the key personnel identified in Exhibit H (“Key Personnel”), who shall carry out the functions identified in Exhibit H. Among other things, the Key Personnel shall include:

A - Key Personnel of the Design-Builder:

The following individuals shall be considered key personnel (“Key Personnel”) of Design Builder:

i. Project Manager;

ii. Superintendent; and

iii. Project Executive.

B - Key Personnel of the Design-Builder’s Architect/Engineer:

The following individuals shall be considered the Key Personnel of the Architect/Engineer:

i. Project Manager (A/E);

ii. Project Architect;

iii. Principal in Charge;

iv. Lead Mechanical Engineer; and

v. Lead Envelope Consultant.

It is contemplated that these Key Personnel will work from the design stage, purchasing and throughout the bulk of the fieldwork. The Design-Builder’s obligation to provide adequate staffing is not limited to providing the Key Personnel but is determined by the needs of the Project. If any of the Key Personnel becomes unavailable to perform services in connection with the Letter Contract due to death, disability, or separation from the employment of the Design-Builder or any affiliate of the Design-Builder, then the Design-Builder shall promptly notify the Department’s Contracting Officer and propose a replacement acceptable to the Department. The Department shall be entitled to complete information before approving such replacement. Certain members of the Design-Builder’s Key Personnel shall be subject to a replacement fee for their removal or reassignment by the Design-Builder.

If the Design-Builder replaces one of the key personnel listed in Exhibit H as being subject to a replacement fee, without the prior written consent of the Department, then the Design-Builder shall pay the Department $25,000 for each replacement as a replacement fee and not a penalty, to reimburse the Department for its administrative costs arising from the Design-Builder’s failure to provide the Key Personnel. The foregoing replacement fee amount shall not bar recovery of any other damages, costs, or expenses other than the Department’s internal administrative costs.

10. Use of DGS’ ProjectTeam. The Contractor shall utilize the Department’s current project management software, ProjectTeam, to submit any and all project documentation required to be provided by the Design-Builder 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) GMP and any Submissions that require approval by the Council of the District of Columbia; (viii) punchlist; and (ix) other project documents as may be designated by the Department.

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

11. 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. 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.

12. 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 and 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 Arad Rahimi at arad.rahimi@dc.gov directly to obtain this number.

13. Ownership and Use of Documents. All documents and work products prepared by the Contractor shall become the property of the Department upon the payment of invoices submitted under the Letter Contract.

14. Trade Work/Site Control. Unless otherwise directed by the Department, the Contractor shall not perform any trade work or take control of the site. Any authorization to proceed with trade work will include appropriate provisions relating to compliance documents (first source employment agreement, Department of Small and Local Business Development (“DSLBD”)), bonds, insurance, and safety procedures. At a minimum, however, the Department’s Standard Contract Provisions for Construction shall apply. In addition to the requirements set forth in any such subsequent authorization, prior to executing this Letter Contract, the Contractor shall provide the Department’s Contracting Officer with certificates evidencing insurance, a payment and performance bond having a penal value equal to the then value of the Letter Contract and the Contractor’s agreement of indemnity. In the event the Contractor fails to provide the Department with such certificates of insurance, the agreement for indemnity or bond, the Department may withhold any subsequent payment until such documents are provided.

15. Entire Agreement; Modification. This Letter Contract, along with the Standard Contract Provisions, (Exhibit B1 – Construction Services and Exhibit B2 – Architectural & Engineering Services) 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 15, nothing herein shall limit the Department’s ability to unilaterally modify this Letter Contract.

16. Davis Bacon Act Wage Determination and Title 29 CFR Part 5.5 Davis Bacon Provision.

The Contractor agrees that the work performed under this Letter Contract shall be subject to the Davis Bacon Wage Determination Act (40 U.S.C. §§ 3142-3148) Exhibit C1 and Title 29 Code of Federal Regulations (“CFR”) part 5.5 Davis Bacon Provision Exhibit C2 in effect at the time of Letter Contract execution by the Department.

17. 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 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 Exhibit D.

18. Performance And Payment Bonds. The Contractor has submitted the Payment and Performance Bond with the penal value equal to the Letter Contract NTE, attached hereto as Exhibit J. The Contractor agrees to provide an updated payment and performance bond with a penal value equal to the Definitized Contract/ amount at the time the Definitized Contract is executed. Additionally, the Contractor shall be required to submit updated payment and performance bonds reflecting the Guaranteed Maximum Price (“GMP”) amount.

19. Campaign Finance Reform Act. Prior to the execution of this Contract, the Design-Builder shall complete and submit to the Department a completed Campaign Finance Reform Act Self- Certification Form, Exhibit F, pursuant to D.C. Official Code § 1-1161.01.

20. Nonprofit Fair Compensation Act of 2020, D.C. Code § 2-222.01 et seq.

20.1 Nonprofit organizations, as defined in the Act, shall include in their rates the indirect costs incurred in the provision of goods or performance of services under this contract pursuant to the nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement (NICRA). If a nonprofit organization does not have an unexpired NICRA, the nonprofit organization may elect to instead include in its rates its indirect costs:

(1) As calculated using a de minimis rate of 10% of all direct costs under this contract;

(2) By negotiating a new percentage indirect cost rate with the awarding agency;

(3) As calculated with the same percentage indirect cost rate as the nonprofit organization negotiated with any District agency within the past 2 years; however, a nonprofit organization may request to renegotiate indirect costs rates in accordance with Section 20.2; or

(4) As calculated with a percentage rate and base amount, determined by a certified public accountant, as defined in the Act, using the nonprofit organization's audited financial statements from the immediately preceding fiscal year, pursuant to the OMB Uniform Guidance, and certified in writing by the certified public accountant.

20.2 If this contract is funded by a federal agency, indirect costs shall be consistent with the requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations.

20.3 The Contractor shall pay its subcontractors which are nonprofit organizations the same indirect cost rates as the nonprofit organization subcontractors would have received as a prime contractor.

21. 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 E.

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

Exhibit A Schedule of Value Exhibit B1 Standard Contract Provision for Construction Projects Exhibit B2 Standard Contract Provision for Architectural and Engineering Contracts Exhibit C1 Davis Bacon Wage Determination Exhibit C2 29 CFR 5.5 Davis Bacon Provision Exhibit D The Living Wage Act of 2006 Exhibit E Equal Employment Opportunity Form Exhibit F Campaign Finance Reform Act self-certification Exhibit G Deliverables Exhibit H Key Personnel Exhibit I Certificate of Insurance Exhibit J Performance and Payment Bonds

ISSUED BY: ACCEPTED BY:

The Department of General Services

Signature: _____________________ Signature: _____________________

Name: ________________________ Name: __

Title: _________________________ Title: ___

Date: _________________________ Date: ___