C. Phase I Agreement Document - Two-Step CMc 2025 04 07.pdf

Sol. Reference No. 47PB0024R0068 GSA Contract No: TBD

Document: Coburn Gore LPOE CMc (The Agreement)

Construction Manager as Constructor (CMc) Contract for:

Project Name: New Land Porty of Entry (LPOE), Coburn Gore, ME

The Agreement (PHASE I)

Table of Contents

I. Project Information A. Project Summary B. The Contract C. Period Of Performance D. Work Conditions/Site Requirements E. Authorized Representatives F. Contract Liquidated Damages Rate G. Buy American Exceptions H. Statement of Work, Specifications, Drawings, Exhibits and Other

Attachments

II. Prices A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. Definitions B. Contractor Responsibilities C. Contractor Management and Personnel D. Project Schedule E. Submittals F. Finality of Contract Modifications G. Liquidated Damages H. Insurance Requirements I. Performance and Payment Bonds J. Order of Precedence K. Administrative Matters L. Non-Compliance with Contract Requirements M. Requirements for GSA Information Systems N. GSAR 552.236-79 Supplement O. Additional Terms and Conditions

i. FAR 52.217-7 Option for Increased Quantity-Separately Priced Line Item (Mar 1989)

ii. GSAR 552.236-74, Evaluation of Options (Mar 2019)

iii. GSAR 552.236-77, Government’s Right to Exercise Options (Mar

2019)

iv. Inflation Reduction Act (IRA) Low Embodied Carbon (LEC) Material

Contract Requirements

IV. Contract Clauses

A. (1) GSAR 552.236-79, Construction-Manager-As-Constructor (JAN 2020)

(2) GSAR 552.236-80, Accounting Records and Progress Payments (JAN 2020) – Applicable to small business awardees only

(3) FAR 52.230-2, Cost Accounting Standards (June 2020) – Applicable to large business awardees only

(4) FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practices (June 2020) – Applicable to large business awardees only

(5) FAR 52.230-6, Administration of Cost Accounting Standards (June 2010) – Applicable to large business awardees only

B. Additional Clauses Incorporated in Full Text

1. FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders-

Prohibition (DEC 2023) Alternate I (DEC 2023)

2. FAR 52.215-21, Requirements for Certified Cost or Pricing Data and

Data Other Than Certified Cost and Pricing Data (NOV 2021), Alternate IV (OCT 2010)

3. FAR 52.223-2 Reporting of Biobased Products Under Service and Construction Contracts (MAY 2024) – (DEVIATION FEB 2025)

4. FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 08)

5. GSAR 552.204-9 Personal Identity Verification Requirements (APR 2023)

6. GSAR 552.252-6 Authorized Deviations in Clauses (NOV 2021) (Deviation FAR 52.252-6)

7. FAR 52.204-25, Prohibition on Contracting for Certain

Telecommunications and Video Surveillance Services or Equipment

(NOV 2021)

8. Buy American Requirements

9. FAR 52.228-11, Pledges of Assets (FEB 2021) (DEVIATION APR

2020)

10. FAR 52.232-40, Providing Accelerated Payments to Small Business

Subcontractors (MAR 2023)

11. FAR 52.222-30, Construction Wage Rate Requirements-Price

Adjustment (None or Separately Specified Method) (Aug 2018)

12. FAR 52.244-5, Competition in Subcontracting

C. Clauses Incorporated by Reference

D. Subcontract Requirements

I. Project Information

I.A. Project Summary

This is a Construction Manager as Constructor (CMc) Contract and includes requirements for the Design Phase Services and the option(s) for Construction Services at a Guaranteed Maximum Price (GMP) Option. The project shall adhere to the GSA Design Excellence and Operational Excellence guidelines, and the 2025 PBS Core Building Standards.

Background: The proposed expansion and modernization of the Land Port of Entry (LPOE) complex located at 6092 Arnold Trail in Coburn Gore, Maine, was designed to strengthen supply chains, improve operational capabilities and facility infrastructure, spur economic growth, and bolster the country’s security. This LPOE is designated within the National Register of Historic Places (NRHP) and was originally constructed in 1932. The 3.6-acre U.S. Inspection Station – Coburn Gore, Maine was entered into the National Register of Historic Places (NRHP) on 9/10/14. Important in the history of border security in the United States, Coburn Gore LPOE is one of several extant examples of a wave of border crossing stations constructed between 1930 – 1943, as further detailed in the related 2014 Multiple Property Listing for U.S. Border Inspection Stations 1930 – 1943. The deficiencies at the LPOE fall into two broad categories: 1) limited capacity and facilities for port operations; and 2) the condition of the existing buildings. Thus, the expansion and modernization of the LPOE would provide a port that is functional, accessible, and equitable for U.S. Customs and Border Protection (CBP) to more efficiently carry out its agency mission and their operations and interactions with the public. Upon completion, the LPOE is anticipated to address these deficiencies and facilitate the efficient functioning of CBP operations while adhering to their POR, 2023 Design Standards, and the 2025 PBS Core Building Standards.

Project Goals: The main goals for this project include the following:

1. Maintain full operations and current throughputs for all Port agencies throughout Construction.

2. Maintain accessibility throughout the site during construction implementation.

3. Maintain site security throughout construction.

4. Ensure Continuous availability of utilities (power, phone/data, water, sewer, and stormwater) and emergency power during phased construction.

5. Deliver Design and Construction Excellence that meets CBP’s POR, CBP 2023

Design Standards, and PBS’s Core Building Standards.

6. Address significant problems and issues with each existing facility and its surrounding parcel.

7. Maintain Coburn Gore’s significant historic character.

8. Provide buildings and infrastructure that incorporate durable construction materials and sustainable design elements and are climate resilient.

9. Provide an upgraded port that is functional and accessible for each customer agency, their operations, and their interactions with the public.

10. Perform design and construction efficiently and effectively using current technology tools for design, reviews, inspections, and project management processes.

11. Provide the best value to GSA, their customer agencies, the community, and the American taxpayer.

I.B. The Contract

(1) The Contract consists of the SF1442, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, Amendments, Modifications, and other Attachments identified herein (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

(2) The Construction Documents, as that term is defined in this Agreement, shall be deemed incorporated into the Contract Documents upon acceptance of all deliverables described in the Design Phase Services Statement of Work, and shall supersede and replace all Specifications and Drawings contained in the Contract Documents at award of the Contract.

(3) In consideration for, and upon condition of, the Contractor's completion of the

Design Phase Services, GSA shall pay the Contractor the firm-fixed-price for Design

Phase Services, subject to the terms and conditions set forth in this Contract. If the

GMP Option is exercised, then the Contractor shall be required to complete the

Construction Services. In consideration for completion of the Construction Services under the GMP Option, the Contractor shall be entitled to the allowable cost of performance not to exceed the GMP, subject to the terms and conditions set forth in this

Contract.

(4) The construction work includes all construction work on the project, including the

Work performed under the GMP Option, any firm-fixed-price options, or any Contract modifications for construction work. Any construction work performed under this

Contract includes all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the construction work described in and reasonably inferable from the Contract

Documents, whether temporary or permanent.

I.C. Period of Performance

(1) Design Phase Services

(a) Commencement of Design Phase Services. The Contractor shall commence performance of the Design Phase Services within ten (10) calendar days after the Contractor receives the Notice to Proceed (NTP).

(b) Completion of Design Phase Services. Design Phase Services shall be complete upon acceptance of all deliverables required by the Design Phase Services Statement of Work.

Note: Design Completion is expected to be achieved in July of 2026.

(2) Construction Services (the Work)

(a) Commencement of the Work. If the Government exercises the GMP Option, the Contractor shall commence performance of the construction within ten (10) calendar days after the Contractor receives the Notice to Proceed (NTP) for the Work.

(b) Substantial Completion. If the Government exercises the GMP Option, the Contractor shall achieve Substantial Completion of the Construction Phase Work, as that term is defined in this Agreement, no later than thirty-two (32) months from issuance of Notice to Proceed (NTP) for the Work.

(3) Contract Completion – Construction Services. If the Government exercises the GMP Option, the Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within sixty (60) days of Substantial Completion.

I.D. Work Conditions/Site Requirements

Refer to Division 1 specification for further guidance.

I.E. Authorized Representatives

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer to GSA.

The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Contracting Officer’s Information:

James Adamo Thomas P. O’Neill Federal Building, 10 Causeway Street, 11th Floor, Boston, MA 02222 james.adamo@gsa.gov

(857) 207-0555

Administrative Contracting Officer’s Information

Michele Valenza Thomas P. O’Neill Federal Building, 10 Causeway Street, 11th Floor, Boston, MA 02222 mailto:james.adamo@gsa.gov

Michele.valenza@gsa.gov

(617) 565-8508

(2) For the applicable authorities and limitations, see Section IV of this Agreement, GSAR 552.236-70.

I.F. Contract Liquidated Damages Rate

In accordance with GSAR 552.211-12, Liquidated Damages – Construction in Section IV of this Agreement, liquidated damages shall be calculated at the rate of $TBD by Phase II per calendar day.

I.G. Buy American Exceptions

For the applicable Buy American clause and any exceptions, see Section IV of this Agreement.

I.H. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments

The following documents are incorporated by reference into this Contract.

(1) Coburn Gore Master Attachment List. Please see this Master Attachment List for a list of all technical documents applicable to this contract.

(2) Small Business Subcontracting Plan, Dated [TBD]

II. Prices

II.A. Basis of Pricing

(1) Contract Prices. All Contract prices set forth in this Section include all costs, including, but not limited to the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit, necessary to complete the Design Phase Services (Base Contract), and firm-fixed-price options for construction work, if any, in accordance with the Contract Documents. For pricing information regarding the GMP Option, see Paragraph IV.A., Construction Manager as Constructor (CMc) Guaranteed Maximum Price with CMc Contingency Allowance and Shared Savings.

(2) Knowledge of Conditions Affecting Price. FAR 52.236-3, Site Investigations and Conditions Affecting the Work, is incorporated by reference in this Contract. The Contractor is presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

(3) Unit Prices and Allowances. If any portion of the construction work is to be performed on a unit price basis (Unit Priced Work), the unit price established in the mailto:Michele.valenza@gsa.gov

Contract shall include all costs of coordinating and incorporating the Unit Price Work into the construction work. The Contractor shall only be obligated to perform Unit Priced Work to the extent that an allowance has been established in an amount sufficient to compensate the Contractor for such Unit Priced Work at the established unit prices. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is sufficient only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Firm-fixed-price Options. If any portion of the construction work is to be performed upon the timely exercise of a firm-fixed-price option, the option price shall include all costs of coordinating and incorporating such work into the remaining construction work.

An adjustment to the Contract price for such additional work shall be computed solely on the basis of the option price or prices set forth herein.

(5) Work Packages. The Contractor and the Government may agree to develop early work packages for construction work that stand alone from the remainder of the Work.

The Parties must agree bilaterally to the scope, schedule and pricing for any such work package, and Contract must be modified accordingly. If such work package reduces the scope of the Construction Services under the GMP Option, the Estimated Cost of the Work (ECW) shall be reduced, and the CMc Contingency Allowance (CCA), Fee and GMP shall be adjusted accordingly. These early work packages shall include specific completion milestones.

(6) Bid Rates. If this Contract includes Bid Rates to be used in determination of equitable adjustments (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs recoverable as components of an equitable adjustment consistent with the requirements, definitions, and exclusions applicable to equitable adjustments set forth in this Contract, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

(7) Shared Savings. The Contractor shall be entitled to the percentage of any shared savings as indicated in paragraph (g) of GSAR 552.236-79, Construction-Manager-As- Constructor (see Section IV.A)

II.B. Contract Price Form

CLIN ITEM PRICE

CLIN 0001 Design Phase Services (Firm Fixed Price) $__________

CLIN 0002 Target Estimated Cost of Work (ECW) – Non IRA

Project Expenditures. Note: Costs for construction materials included below in CLIN

0003 shall not be duplicated in CLIN 0002.

CLIN 0003 Target ECW – Acquisition and installation of Low

Embodied Carbon Materials (SubCLIN 0003AA +

0003AB + 0003AC + 0003AD)

SubCLIN

0003AA

Target ECW – Acquisition and installation of low embodied carbon steel and associated expenses

SubCLIN

0003AB

Target ECW – Acquisition and installation of low embodied carbon asphalt and associated expenses

SubCLIN

0003AC

Target ECW – Acquisition and installation of low embodied carbon glass and associated expenses

SubCLIN

0003AD

Target ECW – Acquisition and installation of low embodied carbon concrete and associated expenses

CLIN 0004 Target ECW – IRA Emerging and Sustainable

Technologies

Target Estimated Cost of the Work (ECW) –

(CLIN 0002 + 0003 + 0004)

CMc Contingency Allowance (CCA) Percentage 3%

CCA (Target ECW x CCA Percentage) $__________

Fee Percentage _____%

Fee (Target ECW x Fee Percentage) $__________

CLIN 0005

Guaranteed Maximum Price (GMP) Option for

Construction Services (Total ECW + CCA +

Fee)

Total Evaluated Price (CLIN 0001 + CLIN 0005) $__________

PROPOSAL RATES (APPLICABLE TO ALL BASE AND OPTIONAL ITEMS)

CLIN 0006 Contractor’s Overhead Rate for Adjustments _____%

CLIN 0007 Contractor’s Maximum Profit Rate for

Adjustments (not to exceed proposed profit for base)

CLIN 0008 Contractor’s Daily Rate for Compensable Project

Delay (per Workday)

III. Terms and Conditions

III.A. Definitions

(1) "Design Phase" means the phase of the Project during which the design is developed and completed.

(2) "Design Phase Services" means design phase construction management services, constructability reviews and other related services as described in the Statement of Work.

(3) "Construction Documents" mean the 100% complete specifications and construction drawings developed during the Design Phase.

(4) "Work" means the Construction Services under the GMP Option

III.B. Contractor Responsibilities

GSAR 552.236-71, Contractor Responsibilities (Alternate II JAN 2020) is located in Section IV.A. of this Agreement and is supplemented as follows

(1) The Contracting Officer has sole discretion to accept or reject all or part of any proposal by the Contractor related to design.

Commencement, Prosecution, and Completion of Work

FAR 52-211-10, Commencement, Prosecution, and Completion of Work, and GSAR 552.211-10, Commencement, Prosecution and Completion of Work is supplemented as follows:

Upon exercise of the GMP Option or issuance of a modification commencing construction work, the Contractor shall not commence performance until the Contracting Officer has issued NTP for the Work. The Contractor shall diligently prosecute the construction work so as to achieve Substantial Completion, as defined in GSAR 552.211-70, Substantial Completion (Mar 2019) and within the time specified in Paragraph I.C. of the Agreement. If this Contract specifies different completion dates for different phases or portions of the construction work, the Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of such phases or portions of the Work within the times specified.

For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the Contractor shall perform at least 12 percent of the construction work. The Contractor shall furnish the Contracting Officer within 10 days after the award of the construction option, a letter outlining the items of work he will perform with his own forces.

The Contractor shall be liable to the Government in accordance with applicable law for all damages to the Government caused by the Contractor’s negligent performance of services furnished under this Contract. Neither the Government’s review or acceptance of, nor payment for, the design services required under this Contact shall be construed as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract.

III.C. Contractor Management and Personnel

FAR 52.236-6, Superintendence by the Contractor, and GSAR 552.236-6, Superintendence by the Contractor located in Section IV.A. of this Agreement is supplemented as follows

(1) The Contractor shall designate a principal of the firm or other senior management official to provide executive oversight and problem resolution resources to the Project for the entire life of the Contract, including the GMP Option.

III.D. Project Schedule

GSAR 552.236-15, Schedules for Construction Contracts is supplemented as follows:

(1) The Contractor shall develop a Design Phase Project Schedule to plan, coordinate, and perform the services during the design phase. This schedule shall be produced using widely used, commercially available computer software such as Microsoft Project,®. The schedule will be coordinated with the Architect's schedule of design submissions and show milestones for completion of Design Reviews and cost reconciliation. It will also include a milestone for establishing the ECW for the construction option.

(2) The Contractor shall use a Critical Path Method ("CPM") Construction Project Schedule to plan, coordinate, and perform the Work under the GMP Option. The Construction Project Schedule shall be produced using widely used, commercially available computer software that is capable of generating and monitoring a CPM schedule and is compatible with Meridian Proliance.® For example, compatible software includes Microsoft Project,® Primavera P6. The contractor shall submit the Project Schedule both electronic and hardcopy print format.

III.E. Submittals

FAR 52.236-21, Specifications and Drawings for Construction, GSAR 552.236-72, Submittals located in Section IV.A. of the Agreement is supplemented as follows:

(1) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract.

III.F. Finality of Contract Modifications

As set forth elsewhere in this Contract, the Contractor is entitled to additional consideration under certain conditions, including the issuance of change orders. It is the Contractor's duty to include in proposals for equitable adjustment or other consideration all compensation to which it may be entitled, including cost and time.

Unless otherwise explicitly stated in a modification to the Contract providing such consideration, adjustments to the Contract price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to compensation on account of the change or other condition giving rise to the modification

III.G. Liquidated Damages

The Contractor acknowledges that time is of the essence for the performance of the

Work, and that determining actual damages from delay would be extremely difficult and impractical. If the Contractor fails to achieve Substantial Completion of the Work in accordance with FAR 52.211-12, Liquidated Damages, GSAR 552.211-12, Liquidated

Damages and within the time specified in this Contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified in Section I (Project

Information), paragraph entitled, “Liquidated Damages Rate,” for each calendar day following the required completion date that the Work is not Substantially Complete.

III.H. Insurance Requirements

(1) The Contractor shall obtain and maintain for the entire life of the Contract, in addition to any insurance required by law, the following minimum kinds and amounts of insurance required pursuant to FAR clause 52.228-5, Insurance – Work on a Government Installation, and GSAR 552.228-5, Government as Additional Insured.

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $2,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $5,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $1,000,000 per person and $2,500,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage.

(2) The Contractor shall promptly provide to the Contracting Officer proof that it has obtained insurance required by the Contract in the form of certificates of insurance. The Contractor shall submit to the Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.I. Performance and Payment Bonds

FAR 52.228-15, Performance and Payment Bonds – Construction, is supplemented as follows:

(1) "Original Contract Price" means the GMP established at award of this Contract.

(2) The Contractor shall furnish required performance and payment bonds within 14 calendar days of exercise of the GMP Option.

(3) Receipt by the Government of required performance and payment bonds is a condition precedent to issuance of the NTP.

III.J. Order of Precedence

Different requirements within this Contract shall be deemed inconsistent only if compliance with both cannot be achieved. In case of inconsistency between Contract Documents, the following order of precedence shall apply:

(1) Section IV of the Agreement

(2) Sections I, II, and III of the Agreement

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

(6) Exhibits and Other Attachments

III.K. Administrative Matters

(1) Project Meetings. The Contractor shall attend a preconstruction conference and shall participate in regularly scheduled Project meetings.

(2) Payments. FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented by GSAR 552.232-5 Payments under Fixed-Price Construction Contracts located in Section IV.A. of this Agreement. In accordance with the relevant FAR and GSAR clauses, GSA requires the following data be included with each invoice:

(a) Invoices shall be submitted electronically to the designated billing office specified in this Contract or in individual delivery/work orders. An electronic copy of the invoice shall be sent to the CO and COR as designated after award.

(b) Invoices must include the Account Document Number (ADN) assigned at award.

(c) The Contractor shall submit the following information or documentation with each invoice:

(i) Updated Schedule of Values upon which the payment request is based;

(ii) GSA Form 2419 - Certification of Progress Payments Under Fixed-Price Construction Contract;

(iii) The payment terms that apply for the particular services rendered

(iv) Additional documentation:

IRA Invoice Requirements

The Contractor shall provide an itemized invoice detailing the amounts requested under each firm-fixed price CLIN and SubCLIN set forth in the

Contract Price Form. Itemized invoices shall reflect progress on each

CLIN and SubCLIN and the latest Schedule of Values.

(3) Prompt Payment. In accordance with FAR clause 52.232-27, the period for payments is as follows:

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(4) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at Office of the Chief Financial Officer. The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

(5) Security Clearances. Contractor shall comply with the following requirements pertaining to security clearances.

(a) All personnel performing work under the Contract on the Project site must obtain an Enter on Duty (EOD) determination before they will be granted access to the site.

(b) To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form SF87 and a completed Contractor Information Worksheet (CIW). Detailed information is available at GSA Access Card . USAccess Credentialing Centers can be located at US Access Centers .

(c) In addition, all such personnel who will be on site 6 months or longer must apply for and receive clearance in accordance with Homeland Security Presidential Directive 12 (HSPD-12). See Section IV, Contract Clauses, GSAR 552.204-9.

(6) Safeguarding and Dissemination of Controlled Unclassified Information (CUI)

Building Information

This clause applies to all recipients of CUI building information (which falls within the

CUI Physical Security category), including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

Marking CUI. Contractors must submit any contractor-generated documents that contain building information to GSA for review and identification of any CUI building information that may be included. In addition, any documents GSA identifies as containing CUI building information must be marked in accordance with the Order and the Marking Controlled Unclassified Information Handbook (the current version may be found at https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf) before the original or any copies are disseminated to any other parties. If CUI content is identified, the CO may direct the contractor, as specified elsewhere in this contract, to https://finance.ocfo.gsa.gov/pii/piinotice.aspx?token=PI002 https://finance.ocfo.gsa.gov/pii/piinotice.aspx?token=PI002 http://www.gsa.gov/portal/category/107203 http://www.fedidcard.gov/centerlist.aspx https://www.archives.gov/files/cui/20161206-cui-marking-handbook-v1-1.pdf imprint or affix CUI document markings (CUI) to the original documents and all copies, before any dissemination, or authorized GSA employees may mark the documents.

1. Authorized recipients.

a. Building information designated as CUI must be protected with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information, as defined in 32 C.F.R. § 2002.4(bb). Those with such a

Lawful Government Purpose may include Federal, state and local government entities, and non-governmental entities engaged in the conduct of business on behalf of or with

GSA. Non-governmental entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to

GSA, or performing work under a GSA contract or subcontract. Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov, and have a Lawful Government Purpose to access such information. If a subcontractor is not registered in the SAM database and has a Lawful Government

Purpose to possess CUI building information in furtherance of the contract, the subcontractor must provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor must keep this information related to the subcontractor for the duration of the contract and subcontract.

b. All GSA personnel and contractors must be provided CUI building information when needed for the performance of official Federal, state, and local government functions, such as for code compliance reviews and the issuance of building permits. Public safety entities such as fire and utility departments may have a Lawful Government Purpose to access CUI building information on a case-by-case basis. This clause must not prevent or encumber the necessary dissemination of CUI building information to public safety entities.

2. Dissemination of CUI building information:

a. By electronic transmission. Electronic transmission of CUI information outside of the

GSA network must use session encryption (or alternatively, file encryption) consistent with National Institute of Standards and Technology (NIST) SP 800- 171. Encryption must be through an approved NIST algorithm with a valid certification, such as

Advanced Encryption Standard or Triple Data Encryption Standard, in accordance with

Federal Information Processing Standards Publication 140-2, Security Requirements for

Cryptographic Modules, as required by GSA policy.

b. By nonelectronic form or on portable electronic data storage devices. Portable electronic data storage devices include CDs, DVDs, and USB drives. Nonelectronic forms of CUI building information include paper documents, photographs, and film, among other formats.

i. By mail. Contractors must only use methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt. CUI markings must not appear on the exterior of packages.

ii. In person. Contractors must provide CUI building information only to authorized recipients with a Lawful Government Purpose to access such information. Further information on authorized recipients is found in section 1 of this clause.

3. Record keeping. Contractors must maintain a list of all entities to which CUI is disseminated, in accordance with sections 2 and 3 of this clause. This list must include, at a minimum: (1) the name of the state, Federal, or local government entity, utility, or firm to which CUI has been disseminated; (2) the name of the individual at the entity or firm who is responsible for protecting the CUI building information, with access strictly controlled and limited to those individuals having a Lawful Government Purpose to access such information; (3) contact information for the named individual; and (4) a description of the CUI building information provided. Once “as built” drawings are submitted, the contractor must collect all lists maintained in accordance with this clause, including those maintained by any subcontractors and suppliers, and submit them to the

CO. For Federal buildings, final payment may be withheld until the lists are received.

4. Safeguarding CUI documents. CUI building information (both electronic and paper formats) must be stored within controlled environments that prevent unauthorized access. GSA contractors and subcontractors must not take CUI building information outside of GSA or their own facilities or network, except as necessary for the performance of that contract. Access to the information must be limited to those with a

Lawful Government Purpose for access.

5. Destroying CUI building information. When no longer needed, CUI building information must either be returned to the CO or destroyed in accordance with guidelines in NIST Special Publication 800-88, Guidelines for Media Sanitization.

6. Notice of disposal. The contractor must notify the CO that all CUI building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 5 of this clause, with the exception of the contractor's record copy. This notice must be submitted to the CO at the completion of the contract to receive final payment. For leases, this notice must be submitted to the

CO at the completion of the lease term.

7. CUI security incidents. All improper disclosures or receipt of CUI building information must be immediately reported to the CO and the GSA Incident Response Team Center at gsa-ir@gsa.gov. If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of CUI building information. Progress payments may also be withheld for failure to comply with any provision in this clause until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the clause in the future.

8. Subcontracts. The contractor and subcontractors must insert the substance of this clause in all subcontracts.

III.L. Non-Compliance with Contract Requirements

In the event the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this Contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the Contracting Officer shall have the right to order the Contractor to stop any or all work under the Contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time. The Contractor will not be entitled to any extension of Contract time or payment for any costs incurred as a result of being ordered to stop work for such cause.

III.M. Requirements for GSA Information Systems

N/A

III.N. Paragraph (i) of GSAR 552.236-79, Construction-Manager-As-Constructor, is supplemented as follows:

Prior to the use of the CMc Contingency Allowance (CCA), the Contractor shall coordinate approval following these procedures:

1. Except in emergencies, prior to any CCA expenditure, the Contractor must submit a CCA proposal to Contracting Officer for review and approval.

2. In the case of an emergency, the Contractor must submit a CCA request proposal to the Contracting Officer no later than the following business day, unless the Contracting Officer agrees to an extension.

3. The Contractor shall track all CCA usage on their schedule of values submitted with each payment request.

III.O. Additional Terms and Conditions

i. FAR 52.217-7 Option for Increased Quantity-Separately Priced Line Item (Mar 1989) mailto:gsa-ir@gsa.gov

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule.

The Contracting Officer may exercise the option by written notice to the Contractor within one hundred and eighty (180) calendar days of the GMP exercise date.

ii. GSAR 552.236-74, Evaluation of Options (Mar 2019)

iii. GSAR 552.236-77, Government’s Right to Exercise Options (Mar 2019)

iv. Inflation Reduction Act (IRA) Low Embodied Carbon (LEC) Material Contract Requirements

Where this Agreement requires provision of construction materials that are listed in GSA’s IRA LEC Material Requirements (each an IRA-Eligible Material), the contractor shall provide materials with global warming potential (GWP) values that are below GSA’s Top 20% value for each material, provided each IRA-Eligible Material entails no more than a 5% cost premium as compared to equivalent conventional materials.

To the extent that “Top 20%”-compliant IRA-Eligible Materials are not available at a cost premium of 5% or less, the contractor shall provide IRA-Eligible materials with GWP values that are below GSA’s Top 40% value for each material, provided each such IRA-Eligible Material entails no more than a 5% cost premium as compared to equivalent conventional materials.

To the extent that “Top 40%”-compliant IRA-Eligible Materials also are not available at a cost premium of 5% or less, the contractor shall provide IRA-Eligible materials with GWP values that are below GSA’s Better Than Average value for that IRA-Eligible Material, provided each such IRA-Eligible Material entails no more than a 5% cost premium as compared to equivalent conventional materials.

GWP thresholds and documentation requirements are available here (to be provided with the Phase II solicitation documents).

IRA Submittal Requirements Contractor shall submit the following information to the GSA contracting officer and ira-lec-epd-review@gsa.gov within 180 days of contract award:

(1) Compliant environmental product declarations (EPDs) for each IRA-Eligible Material to be installed, per Compliance Documentation section of (document to be provided with the Phase II solicitation documents).

(i) U.S. EPA’s Sustainable Marketplace Technical Assistance page includes a searchable library of resources to support EPD research and Development, and an EPD Basics Guide for manufacturers.

(2) Pricing for each IRA-Eligible Material covered by the “CLIN 0002 IRA Acquisition and Installation of Low Embodied Carbon Materials” category of the vendor’s price proposal, including necessary expenses.

(3) The total anticipated or actual quantity of each IRA Eligible Material required for performance of the Agreement (e.g. cubic yards or metric tons from the bill of materials);

and

(4) A brief description of the purposes of each IRA Eligible Material (e.g., roadway replacement, concrete reinforcement).

https://www.gsa.gov/real-estate/gsa-properties/inflation-reduction-act/lec-program-details/material-requirements https://www.gsa.gov/real-estate/gsa-properties/inflation-reduction-act/lec-program-details/material-requirements mailto:ira-lec-epd-review@gsa.gov mailto:ira-lec-epd-review@gsa.gov https://www.epa.gov/greenerproducts/technical-assistance https://www.epa.gov/greenerproducts/epd-technical-assistance-resource-library-beta https://www.epa.gov/system/files/documents/2024-11/epd_basics_how_why_to_develop.pdf

If material selections change, submit updated EPDs and quantities within 30 days.

IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

(1) GSAR 552.236-79, Construction-Manager-As-Constructor (JAN 2020)

(a) General. Pricing for the Guaranteed Maximum Price (GMP) for the option for construction services shall be subject to the requirements below.

(b) Definitions. The following definitions shall apply to this clause:

“Construction-Manager-as-Constructor (CMc) Contingency Allowance (CCA)” means an allowance for the exclusive use of the construction contractor to cover reimbursable costs during construction that are not the basis of a change order.

These costs could include estimating, scheduling, and planning errors in the final

Estimated Cost of the Work (ECW) or other contractor errors.

“Cost” means allowable costs in accordance with FAR Part 31.

“Cost of Performance” means the final sum of cost of the construction work and fee for the construction work.

“Early Work Package” means a set of construction activities that can be clearly defined and separately performed from the remainder of the construction work.

Demolition is an example of an early work package.

“Estimated Cost of the Work (ECW)” means the estimated cost of the construction work, not including home office overhead.

“Fee for the Construction Work” means the amount established for the contractor's profit and home office overhead costs, as described in FAR Part 31, for the construction work.

“Guaranteed Maximum Price (GMP)” means the sum of the ECW, CCA, and the fee for the construction work.

(c) Guaranteed Maximum Price. This contract at award includes a GMP.

(d) Estimated Cost of the Work. The proposed ECW incorporated into the contract at award is a target ECW. A final ECW is negotiated during the design phase and is incorporated into the contract prior to exercise of the GMP option.

(e) Final Estimated Cost of the Work.

https://www.acquisition.gov/content/part-31-contract-cost-principles-and-procedures https://www.acquisition.gov/content/part-31-contract-cost-principles-and-procedures

(1) Submission Requirements for Final ECW Proposal. During the design phase, and at a time agreed by the Contracting Officer, the Contractor shall submit the following:

(i) A detailed statement of all construction costs, including early work packages in the performance of the construction work to date;

(ii) A detailed breakdown of home office overhead costs and a statement that the accounting practices used for the allocation of home office overhead on this contract is in accordance with the Contractor's established cost accounting practices;

(iii) A proposed final ECW;

(iv) Sufficient data to support the accuracy and reliability of the estimate;

(v) An explanation of the difference between the proposed final ECW and the target ECW used to establish the GMP; and

(vi) The Contractor's affirmation that:

(A) The Contractor is satisfied that the project as described in the specifications and construction drawings is constructible using commercially practicable means and methods;

(B) The Contractor is satisfied that the construction work has been sufficiently described to enable it to estimate the cost of the work with reasonable accuracy;

(C) The Contractor has disclosed to the Contracting Officer all of its actual knowledge relating to design errors and omissions that may affect the cost of the work; and

(D) The Contractor acknowledges that the final ECW and time established for completion shall not be adjusted on account of cost or time attributable to known design errors and omissions disclosed by the Contractor pursuant to paragraph (e)(1)(v)(C) of this clause. Unknown design errors and omissions that form the basis for a change order may still be settled in accordance with GSAR 552.243-71 Equitable Adjustments.

(2) Establishment of the Final ECW. The parties shall negotiate a final ECW based on the data provided under paragraph (e)(1) of this clause. The final ECW shall be established and incorporated into the Contract by bilateral modification.

The Contracting Officer will not accept a final ECW proposal that does not https://www.acquisition.gov/content/part-552-solicitation-provisions-and-contract-clauses#i1874272 include the written affirmation described in this clause. The Contracting Officer will not exercise the GMP option for construction work unless the final ECW has been incorporated into the contract.

(f) CMc Contingency Allowance. The CCA shall be three (3) percent of the ECW.

(g) Shared Savings

Incentive. The Contractor shall be entitled to fifty (50) percent of the difference between the final GMP and the final cost of performance.

(h) Adjustment of ECW and GMP. The ECW and GMP shall be subject to adjustment for changes and any other conditions giving rise to entitlement to an adjustment under this contract. The ECW and GMP may be adjusted down for deletions to the scope of the construction services through a bilateral modification.

(i) Adjustment of CCA. If the sum of the final ECW, CCA, and fee for the construction work is greater than the GMP as established at contract award or as adjusted in accordance with FAR Part 43, then the Contractor should work with the Contracting

Officer to identify measures to reduce the overall GMP, including reducing the CCA, reducing the fee, or as a last resort, reducing the scope of the project. At any time, the parties may agree to a different CCA than the amount expressed at time of contract award. Prior to the use of the CCA, the Contractor shall coordinate approval following the procedures identified in the contract. For approved CCA uses, the CCA shall be reduced and the ECW shall be adjusted accordingly.

Paragraph (i) of GSAR 552.236-79, Construction-Manager-As-Constructor, is supplemented as follows:

Prior to the use of the CMc Contingency Allowance (CCA), the Contractor shall coordinate approval following these procedures:

1. Except in emergencies, prior to any CCA expenditure, the Contractor must submit a CCA proposal to Contracting Officer for review and approval.

2. In the case of an emergency, the Contractor must submit a CCA request proposal to the Contracting Officer no later than the following business day, unless the Contracting Officer agrees to an extension.

(j) Adjustment of the Fee for the Construction Work. The fee for the construction work may be adjusted for changes that are the basis for a change order, including scope https://www.acquisition.gov/content/part-43-contract-modifications changes, differing site conditions, and Government-caused delays. The fee for the construction work associated with a change order shall not be driven by a fixed percentage. The fee for the construction work is not increased or decreased based on fluctuations in the actual costs of the work. At time of proposal submission, the fee elements may be expressed as a percentage of the ECW, but shall be converted to a fixed amount prior to executing the GMP option.

(k) Conversion to Firm-Fixed-Price Prior to Final Settlement.

(1) Submission Requirements for Conversion to Firm-Fixed Price. If the parties agree to negotiate and establish a firm-fixed-price for construction work prior to the exercise of the GMP option, or at the request of the Contracting Officer, the

Contractor shall submit the following:

(i) A proposed firm-fixed-price proposal for the completion of the construction work, which shall include all markups, including profit

(ii) A detailed statement of any costs incurred in the performance of the contract work to date.

(2) Establishment of Firm-Fixed-Price.

(i) Prior to Exercise of GMP Option. The parties may negotiate and establish a firm-fixed-price for construction work prior to the exercise of the GMP option based on the data provided under paragraph (k)(1) of this clause; provided that the firm-fixed-price shall not exceed the GMP. The Contracting Officer shall have the right, but not the obligation, to bilaterally exercise the GMP option at the firm-fixed-price within 120 calendar days of the establishment of such price.

(ii) After Exercise of the GMP Option. At any time prior to final settlement, the

Contracting Officer may request that the Contractor provide a firm-fixed-price proposal for the completion of construction work in accordance with paragraph

(k)(1) of this clause. Within 60 calendar days of such request, the Contractor shall provide such data. Within 60 calendar days of receipt of the Contractor's proposal, the Contracting Officer shall have the right, but not the obligation, to convert the contract to a firm-fixed-price contract through a bilateral modification at the proposed fixed-price or as otherwise negotiated by the parties; provided that the firm-fixed-price, plus any costs incurred in the performance of the construction work, shall not exceed the GMP.

(iii) If any portion of the contract is converted to a firm-fixed-price, then that portion of the contract is no longer subject to open book accounting, a shared savings incentive, or the need for final settlement. If the contract is not converted to a firm-fixed-price contract, then the final settlement of the Contractor's compensation shall be determined in accordance with paragraph (l) of this clause.

(3) Payments. If this contract is converted to a firm-fixed-price contract, the

Contractor shall submit a revised schedule of values for the construction work allocating the unpaid balance of the fixed price to the itemized work activities remaining uncompleted, which shall be the basis for remaining progress payments.

(l) Final Settlement. The final settlement amount shall consist of the cost of performance…