Attachment_N-NTP-DCAM26CSRFP0011_Hendley_ES.pdf

Contracts & Procurement

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

[DATE]

[Contractor’s address]

Reference: Request for Proposals (“RFP”) No. DCAM-26-CS-RFP-0011 Design-Build

Services for Hendley Elementary School Modernization

Subject: Notice to Proceed and Letter Contract

Dear ______, We refer to the proposal submitted by ______ (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 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Contracting Officer, this Letter Contract shall automatically be incorporated into and shall merge into and be superseded by the Definitized Contract.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 Hendley Elementary

School Modernization, located at 425 Chesapeake Street SE, Washington, DC 20032, as described in the Contractor’s Proposal dated _____ submitted in response to the subject RFP.

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the

Contractor shall provide, at a minimum, the deliverables in accordance with the requirements in the

RFP and 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 as a disincentive fee Seven Thousand Five Hundred ($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 (“Not to Exceed” amount or “NTE”) including $_______ for the Design Fee, $_________ for

Preconstruction Fee, $_____________ for Insurance Costs, $____________ for Payment and

Performance Bonds, and $_________________ for Design-Build Fee 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 amount 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 builder for the

Project. If, however, the Department and the Contractor agree upon a GMP and schedule for the

Project, the Contractor agrees that it shall be paid a Design Fee of ___________, Design-Build Fee of

$____________, and a Lump Sum General Conditions Cost of $ including the amount in

Section 4 above 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 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 the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) [Insert Date]

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 F (“Key Personnel”), who shall carry out the functions identified in

Exhibit F. Among other things, the Key Personnel shall include:

A - Key Personnel of the Design-Builder:

(i) Design-Build Project Manager;

(ii) Preconstruction Manager;

(iii) Superintendent; and

(iv) Project Executive.

B - Key Personnel of the Architect/Engineer:

(i) A & E Project Manager;

(ii) Project Architect;

(iii) Lead Mechanical Engineer; and

(iv) Lead Civil Engineer.

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 F 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. ProjectTeam. The Design-Builder 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 DC Council (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 DGS document security.

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.

https://vendorportal.dc.gov/ http://vendorportal.dc.gov/

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 Safiullah Baran at Safiullah.baran@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 – Architectural & Engineering Services and Exhibit B2 – Construction

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 29 CFR 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 as set forth in Exhibit D and Title 29 Code of Federal Regulations (“CFR”) Parts 5.5

Davis Bacon Provision, Exhibit E, 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 G.

18. Nonprofit Fair Compensation Act of 2020, D.C. Code § 2-222.01 Et Seq.

18.1 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 mailto:Safiullah mailto:Safiullah.baran@dc.gov 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 two (2) years; however, a nonprofit organization may request to renegotiate indirect cost rates in accordance with Section 18.2; 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.

18.2 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.

18.3 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.

19. 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 H.

20. Performance and Payment Bonds. The Contractor agrees to post a payment and performance bond having a penal value equal to the Agreement amount at the time the Agreement is executed. The

Design-Builder will be required to post updated payment and performance bonds to reflect the GMP

Amendment amount Exhibit J.

21. Campaign Finance Reform Act.

Prior to the execution of the Contract, the Design-Builder shall complete and submit to the Department a completed Campaign Finance Reform Act Self-Certification Form, Exhibit K, pursuant to D.C.

Official Code § 1-1161.01.

ISSUED BY: ACCEPTED BY:

The Department of General Services

By: By:

Name: Peter Henry Lyonga Name:

Title: Contracting Officer Title:

Date: Date:

Commented [FE1]: Verify no conflict with other ongoing discussions regarding bonds

Exhibits