EMATOC Agreement.pdf

Sol. Reference No. 47PL0122R0035 GSA Contract No: TBD

Document: C101/FEBRUARY 2022 (The Agreement)

The Agreement Table of Contents

I. Contract Information A. Project Summary B. The Contract C. Task Orders D. Contract Duration, Limits, Amounts E. Period of Performance F. Authorized Representatives G. Statement of Work

II. Prices

A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. Commencement, Prosecution, and Completion of Work B. Contractor Management and Personnel C. Project Schedule D. Extensions of Time E. Interpretation of Specifications and Drawings F. Submittals G. Substantial Completion and Task Order Completion H. Use and Possession Prior to Substantial Completion I. Finality of Contract Modifications J. Insurance Requirements K. Order of Precedence L. Task Orders M. Administrative Matters N. Safeguarding and Dissemination of Controlled Unclassified Information (CUI)

Building Information O. Non-Compliance with Contract Requirements P. Safeguarding Sensitive Data and Information Technology Resources Q. Options and Allowances R. Changes to Award Pool S. Additional Terms and Conditions

IV. Contract Clauses A. See Attachment A – EMATOC Terms and Conditions)

V. Attachments

A. R10 EMATOC IDIQ – Statement of Work

I. Contract Information

A. Contract Summary

This is an Indefinite Delivery Indefinite Quantity (IDIQ), Multiple Award Task Order Contract (MATOC) for Construction Services to support GSA Northwest/Arctic Region (10). Task Order Contracts (TOCs) will be awarded, based on competition among the award pool, for construction projects in federally owned and leased locations within the geographic coverage area from Baker City, Oregon north to the Washington border with Canada, west to Wenatchee and east to include Idaho.

The term of the contract will be for five (5) years from the date of award. Task Order Request for Proposals (TO RFP’s) solicitations will be restricted to the contractors in the award pool. TO RFP’s will be competed based upon price, technically acceptable low price evaluation and occasionally trade-offs. The TO RFP selection processes will align with the project delivery method.

B. The Contract

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.

C. Task Orders

The Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the Task Order Documents (the Work).

Award of Task Orders predominantly be on a fixed price basis but include other pricing arrangements. Other pricing arrangements will be identified in each TO RFP.

D. Contract Duration, Limits, and Amounts

(1) Term of Contract The period of performance is the effective date of the contract plus five (5) calendar years. The Government retains the option to extend services under this contract by six (6) months for a total period of five (5) years, six (6) months.

(2) Task Order Limitations The minimum required task order award is $25,000; the maximum potential single task order award is $5 Million. Contractors are not required to accept task orders below or above these dollar limitations. Task Order Contracts awarded above or below these parameters are not subject to the minimum performance requirement for the IDIQ. Contractors can, at their discretion, accept work or participate in TO RFPs outside of the minimum and maximum order limits.

(3) Contract Minimum Guarantee

The Government makes no representation as to the number of Task Orders or actual dollar value of projects ordered under these MASTOC contracts. In order to have a binding contract, a minimum guarantee of $2500 is obligated at time of award for each IDIQ contract. Contract awardees who have not received a task order contract in year 1 of contract performance, and who have met the minimum TO RFP participation rate of 75% shall be eligible to receive the minimum guarantee.

Contractors who have not received a Task Order Contract and/or have not competed in the 75% of all offered TO RFPs waive their right to the minimum guarantee. Issuance of a Task Order Contract in the first year of the IDIQ will fulfill the Government’s responsibility for the minimum guarantee. The minimum guarantee will be de-obligated from the IDIQ contract award by unilateral modification.

(5) Contract Maximum Value (CMV) The EMATOC IDIQ contract will be awarded with a contract maximum value (CMV), to be shared by the award pool, of $70 million.

(6) Range of Task Order Values The average task order contract is $25,000 to $1,000,000.

E. Period of Performance

(1) Commencement. The Contractor shall begin performance on the effective date of the IDIQ contract. IDIQ performance evaluation measures include participation in task order solicitations.

Work start dates will be determined for each individual TOC.

(2) Substantial Completion. Substantial completion of the IDIQ will be based on meeting 80% of the shared CMV. At substantial completion, contractors in the award pool will be notified of the IDIQ status; the notice will include the forecasted contract completion date for the

IDIQ. Individual TOCs will establish substantial completion dates for each project.

(3) Contract Completion. The IDIQ contract completion will occur when all awarded task orders are physically complete and all monies are paid to the contractor. The Contractor shall achieve

Construction Completion Date (CCD) as established by each task order contract within 30 calendar days of the established Substantial Completion Date (SCD). Contract completion occurs when all deliverables for an individual TOC are complete, a release of claims has been accepted by the Government, and final payment made.

F. 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:

MacKenzie Dunn, Contracting Officer 920 W. Riverside Ave., Room 135 Spokane, Wa 99201 509-863-2052 Mackenzie.dunn@gsa.gov

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

H. Statement of Work

The EMATOC IDIQ for Construction Scope of Work (IDIQ SOW), dated 04/22/2022, is attached, and incorporated into this contract. Subsequent task order contracts, for projects located within a specific geographic zone, will be solicited to the assigned award pool, are based upon the requirements of the IDIQ as defined in the scope of work, and supplemented by individual project documents. Individual project documents will identify one of three project delivery methods. Management and inspection of projects will be tailored to the project delivery method.

II. Prices

A. Basis of Pricing

(1) Task Order Prices Task order prices shall include all costs necessary to complete the work for which the price is established (e.g., Base Task Order Contract, Unit Price, Alternates and Options) in accordance with the Task Order Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit. Task orders will be awarded with fair and reasonable pricing, based on the Work, and dependent upon level of competition, risk, uncertainties, complexity, urgency, and project delivery method. The Task Order Contracting Officer (TOCO) has the authority and responsibility for the determination of price reasonableness for the task order requirements. Adequate price competition during the TO RFP process establishes the most accurate, fair, and reasonable pricing for the Work.

(2) Knowledge of Conditions Affecting Price FAR 52.236-3, Site Investigations and Conditions Affecting the Work, and 52.236-27, Site Visit - Construction are incorporated by reference in this Contract and any Task Orders resulting from this contract. The Contractor shall be presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Task Order 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 Task Order Work is to be performed on a Unit Price basis, the Unit Price shall include all costs of coordinating and incorporating the unit- priced portion of the Work into the Task Order Work. The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established 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) Alternates

If any portion of a Task Order RFP includes the use of Alternates, the Government will select either the base or alternate solution at the time of Task Order Award. Proposed alternates will be all inclusive of costs associated with performing the alternate work in consideration of the total proposed contract price.

(5) Options If any portion of the Work is to be performed because of exercising an option after award issuance, the option price shall include all costs of coordinating and incorporating the option priced portion of the Work into the awarded TOC. An adjustment to the TOC price for such additional work shall be computed solely on the basis of the option price or prices set forth in the task order. Unless otherwise specified, all options are anticipated to be exercised no later than 60 calendar days after the date of award of a TOC. TO price proposals will be evaluated inclusive of options. Generally option(s) will be exercised with the award of the TOC. If the option is not exercised with the TOC award, the period of performance for the base TOC and the option shall be clearly stated in number of calendar days required to complete the work. The approved project schedule shall be modified upon exercise of the option to incorporate the change to the project duration. Changes to the established SCD and CCD shall be clearly stated in the modification which exercises the option.

B. Task Order Maximum Rates

(1) Direct Labor Rates The direct labor rates for each year of performance, and as incorporated into this Agreement, are applicable for all Task Order Contracts. The labor rates are the maximum hourly rate for each incorporated labor category. The Contractor may offer discounts as a deviation from the maximum approved hourly rates for each labor category based upon the project delivery method, project location, level of required superintendence on site and/or through the use of ‘working’ Construction Superintendent provided the contractor clearly identifies the deviation in the TO proposal.

(2) Indirect Rates, Profit The indirect rate, identified as overhead (OH), are based upon the rates incorporated in this Agreement. Changes to indirect rates after Year 1 of the performance period may be processed as a Contractor initiated change request. Profit rates will be established through competition at the task order level. Ordering Officials’ may consider the incorporated IDIQ profit rates for task orders in the determination of fair and reasonable pricing. Task orders solicited under an authorized exception to fair opportunity, as defined in FAR 16.505(b)(2), will use the established profit rates in the contract.

III. Terms and Conditions

A. Commencement, Prosecution, and Completion of Work

FAR 52.211-10, Commencement, Prosecution, and Completion of Work, is supplemented as follows:

(1) The Contractor shall not commence the Task Order Work until the Task Order Contracting Officer has issued the Task Order Notice to Proceed (NTP). The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in Section III (Terms and Conditions), “Substantial Completion and Task Order Completion” clause, within the time specified in Section I (Contract Information), “Period of Performance” clause in the Task Order Agreement. If the Task Order specifies different completion dates for different phases or portions of the 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.

(2) Contractor Responsibilities

a. Unless otherwise expressly stated in the Contract or Task Order, the Contractor shall be responsible for all means and methods employed in the performance of the Contract and all Task Orders.

b. The Contractor shall be responsible for providing professional design services in connection with performance of the Work or portions of the Work only if this responsibility is expressly stated and the Task Order Documents provide the performance and design criteria that such services will be required to satisfy. In the performance of such work, the Contractor shall be responsible for retaining licensed design professionals, who shall sign and seal all drawings, calculations, specifications and other submittals that the licensed professional prepares. The Contractor shall be responsible for, and GSA shall be entitled to rely upon, the adequacy and completeness of all professional design services provided under this Base IDIQ Contract.

c. The Contractor shall be responsible for coordinating all activities of subcontractors.

This responsibility includes coordination of: preparation of shop drawings produced by different subcontractors where their work interfaces or may potentially conflict or interfere and the installation of such work; scheduling of work by subcontractors; and use of the Project site for staging and logistics.

d. Where installation of separate Work components as shown in the Task Order Documents will result in conflict or interference between such components or with existing conditions, including allowable tolerances, it is the Contractor's responsibility to bring such conflict or interference to the attention of the Task Order Contracting Officer and seek direction before fabrication, construction, or installation of any affected work. If the Contractor fabricates, constructs, or installs any work prior to receiving such direction, the Contractor shall be responsible for all cost and time incurred to resolve or mitigate such conflict or interference.

e. Where drawings show work without specific routing, dimensions, locations, or position relative to other work or existing conditions, and such information is not specifically defined by reference to specifications or other information supplied in the Task Order Documents, the Contractor is responsible for routing, dimensioning, and locating such work in coordination with other work or existing conditions in a manner consistent with Task Order requirements.

f. It is not the Contractor's responsibility to ensure that the Task Order Documents comply with applicable laws, statutes, building codes and regulations. If it comes to the attention of the Contractor that any of the Task Order Documents do not comply with such requirements, the Contractor shall promptly notify the Task Order Contracting Officer in writing. If the Contractor performs any of the Work prior to notifying and receiving direction from the Task Order Contracting Officer, the Contractor shall assume full responsibility for correction of such work, and any fees or penalties that may be assessed for non-compliance.

g. The Contractor shall immediately, within 24 hours, bring to the Task Order Contracting Officer's attention any hazardous materials or conditions not disclosed in the Contract Documents discovered by or made known to the Contractor during the performance of the Contract and all Task Orders.

h. The Contractor must submit a safety plan before commencing work. In accordance with FAR 52.236-13, Accident Prevention ALT I, the Contractor is responsible for safety on the Project site and must submit a safety plan before commencing work.

B. Contractor Management and Personnel

FAR 52.236-6, Superintendence by the Contractor, is supplemented as follows:

(1) The Contractor shall employ sufficient management and contract administration resources, including personnel responsible for project management, field superintendence, change order administration, estimating, coordination, inspection, and quality control, to ensure the proper execution and timely completion of the Work. 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 life of the Contract.

(2) The Contractor shall employ, and require its subcontractors to employ, qualified personnel to perform the Work. The Government reserves the right to exclude, or remove from the site or building, any personnel for reasons of incompetence, carelessness, or who violate rules and regulations concerning conduct on federal property, or whose continued employment on the site is otherwise deemed by the Government to be contrary to the public interest.

(3) Repeated failure or excessive delay by the Contractor to provide qualified personnel shall be deemed a default for the purposes of the Termination for Default clause.

C. Project Schedule

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

(1) Unless otherwise specified in the individual task orders, the Contractor shall use a Critical Path Method ("CPM") Project Schedule to plan, coordinate, and perform the Work of each task order. The Project Schedule shall be produced with widely used, commercially available computer software that is capable of generating and monitoring a CPM schedule.

(2) The Contractor understands and acknowledges that the preparation and proper management of the Project Schedule is a material component of the Work, and that the Task Order price includes all costs of compliance with Project Schedule requirements.

(3) The Project Schedule shall depict all activities necessary to complete the Work, including, as applicable, all submittal and submittal review activities, all procurement activities, and all field activities, including mobilization, construction, start-up, testing, balancing, commissioning, and punchlist. Activities shall be sufficiently detailed and limited in duration to enable proper planning and coordination of the Work, effective evaluation of the reasonableness and realism of the Project Schedule, accurate monitoring of progress, and reliable analysis of schedule impacts.

(4) The Contractor should anticipate that its initial submittal of the Project Schedule shall be subject to review and revision as contemplated by GSAM 552.236-515(h) of this clause, and the Contractor shall devote sufficient resources for meetings, revisions, and resubmissions of the Project Schedule to address exceptions taken by the Task Order Contracting Officer to the initial submittal. The Contractor understands and acknowledges that the purpose of the initial review and resolution of exceptions is to maximize the usefulness of the Project Schedule for the Parties during Task Order performance.

(5) The Project Schedule shall incorporate milestone events specified in the Task Order, including, as applicable, NTP, Substantial Completion, and milestones related to specified work phases and site restrictions. The Project Schedule shall also include Contractor-defined milestones to identify target dates for critical events, based upon the Contractor's chosen sequence of work.

(6) If at any time the Task Order Contracting Officer finds that the Project Schedule does not comply with any Task Order requirement, the Contractor shall, upon written notice of exceptions taken by the Task Order Contracting Officer, revise the Project Schedule, adjust activity progress, or provide sufficient information demonstrating compliance. Regardless of whether the Task Order Contracting Officer takes any such exception, the Contractor shall not be relieved of its responsibility for the rationality, reasonableness or realism of the Project Schedule, or its responsibility to achieve Substantial Completion within the time specified by the Task Order.

(7) If the Contractor fails to sufficiently address the Task Order Contracting Officer's exceptions to the Project Schedule within thirty (30) calendar days of written notice of same, the Task Order Contracting Officer may withhold retainage until the Project is Substantially Complete or until such time as the Contractor has complied with Project Schedule requirements.

(8) The Task Order Contracting Officer shall be entitled, but not required, to rely upon the Project Schedule to evaluate the Contractor's progress, evaluate entitlement to extensions of time and determine the criticality or float of any activities described in such Project Schedule.

(9) The Contractor shall submit the Project Schedule electronically that can be readily uploaded into Microsoft Project 2010® and hard copy print format. Offeror shall provide a Preliminary Project Schedule narrative and a project schedule in MS Project format. The proposed schedule will run from the contract award date through the required date for substantial completion of construction and all punch list items. Detailed methods of accelerating the proposed schedule may be evaluated more favorably.

D. Extensions of Time FAR 52.211-13, Time Extensions, is supplemented as follows:

(1) If the Contractor requests an extension of the time for Substantial Completion, the Contractor shall base its request on analysis of time impact using the Project Schedule as its baseline and shall propose as a new Substantial Completion date to account for the impact. The Contractor shall submit a written request to the Task Order Contracting Officer setting forth facts and analysis in sufficient detail to enable the Task Order Contracting Officer to evaluate the contractor’s entitlement to an extension of time.

(2) The Contractor shall only be entitled to an extension of time to the extent that (a) Substantial Completion of the Work is delayed by causes for which the Contractor is not responsible under this Task Order, and (b) the actual or projected Substantial Completion date is later than the date required by this Task Order for Substantial Completion.

(3) The Contractor shall not be entitled to an extension of time if the Contractor has not updated the Project Schedule in accordance with this Task Order.

(4) The Government shall not be liable for any costs to mitigate time impacts incurred by the Contractor that occur fewer than 30 calendar days after the date the Contractor submits a request for extension of time in compliance with this clause.

E. Interpretation of Specifications and Drawings

FAR 52.236-21, Specifications and Drawings for Construction, and GSAR 552.236-77, Specifications and Drawings are supplemented as follows for Construction Task Orders:

(1) Different requirements within the Task Order Documents shall be deemed inconsistent only if compliance with both cannot be achieved.

(2) Unless otherwise noted, the drawings shall be interpreted to provide for a complete construction, assembly, or installation of the Work, without regard to the detail with which material components are shown in the drawings.

F. Submittals

FAR 52.236-21 Specifications and Drawings for construction, and GSAR 552.236-77, Specifications and Drawings are supplemented as follows for Construction Task Orders:

(1) The Contractor shall prepare and submit to the Task Order Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Task Order requirements for all Work components as specified elsewhere in the Task Order. If particular submittal requirements are not specified for a component of the Work, the Contractor shall prepare submittals for such Work as directed by the Task Order Contracting Officer.

(2) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Task Order Contracting Officer has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk;

should the Task Order Contracting Officer subsequently determine that the work or activity does not comply with the Task Order, the Contractor shall be responsible for all cost and time required to comply with the Contracting Officer's determination. The Task Order Contracting

Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

(3) The Contractor shall be entitled to receive notice of action on submittals within a reasonable time, given the volume or complexity of the submittals and the criticality of the affected activities to Substantial Completion as may be indicated in the Project Schedule. The Contractor shall not be entitled to receive notice of action on submittals containing variations from Task Order requirements in fewer than twenty federal business days.

G. Substantial Completion and Task Order Completion

FAR 52.211-10, Commencement, Prosecution, and Completion of Work, FAR 52.211-12 Liquidated Damages (Construction) GSAR 552.270-4)(l) Definitions, and GSAR 552.246-72.

Final Inspection and Tests, are supplemented as follows:

(1) For the purposed of FAR 52.211-10 Commencement, Prosecution, and Completion of Work, FAR 52.211-12 Liquidated Damages (Construction), the Work shall be deemed complete when it is “Substantially Complete”. The Work shall be deemed “Substantially Complete” if and only if the Contractor has completed the Work and related Task Order obligations in accordance with the Task Order Documents, such that the Government may enjoy the intended access, occupancy, possession, and use of the entire Work without impairment due to incomplete or deficient work, and without interference from the Contractor’s completion of remaining work or correction of deficiencies in completed work. In no event shall the Work be deemed Sustainably Complete if all fire and life safety systems are not tested and accepted by the Authority Having Jurisdiction, where such acceptance is required under the Task Order.

(2) With reasonable advance notice, the Contractor shall submit to the Task Order Contracting Officer a written proposal recommending a Substantial Completion date (Notice of Substantial Completion). The Task Order Contracting Officer or appointed representative shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the TOCO takes exception to the Notice of Substantial Completion, the Contractor shall be entitled to a written notice of conditions precluding determination of Substantial Completion.

(3) The Contractor shall only be entitled to an extension of time to address such conditions if, and to the extent that, the TOCO provides notice of such conditions more than thirty (30) calendar days after receipt of the Notice of Substantial Completion.

(4) Substantial Completion shall be established by the TOCO’s issuance of a written determination specifying the date upon which the work is Substantially Complete.

(5) The Task Order is complete (Task Order Completion) if and only if the Contractor has completed all work and related Task Order obligations, corrected all deficiencies and all punch list items, and complied with all conditions for final payment.

(6) Unless otherwise specifically noted, or otherwise clear from context, all references in this Contract to “acceptance” shall refer to issuance of a written determination of Substantial Completion.

(7) The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after Task order Completion. If the Contractor does not achieve Task Order Completion within the time required by the Task Order Agreement, the Government shall be entitled, after providing notice to the Contractor, to complete any work remaining unfinished.

The Contractor shall be liable to the Government for all costs incurred by the Government to complete such work.

H. Use and Possession Prior to Substantial Completion

FAR 52.236-11, Use and Possession Prior to Completion, is supplemented as follows:

(1) Exercise by the Government of the right conferred by FAR 52.236-11 shall not relieve the Contractor of responsibility for completing any unfinished components of the Work.

I. 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.

J. 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 $1,000,000. 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 $500,000 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 $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 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.

K. 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

L. Task Orders

(1) Fair Opportunity Task Order Request for Proposals (TO RFP) are issued to all contract awardees providing fair opportunity to compete for TOC, refer to FAR 16.505(b), unless an exception to fair opportunity applies.

(2) Task Order Solicitation - Participation Contractor performance will be evaluated based upon the requirement to participate in an aggregate of 75% of all TO Requests for Proposals. Awardees may elect not to compete on projects for which they have been afforded the opportunity. Awardees that do not achieve the minimum response rate of 75% to all TO RFP’s in each year of the performance period; (a) waives its right to the minimum guarantee, (b) the lack of performance may contribute negatively to the contract performance evaluation, and (c) may be removed from the contract, unless in the judgment of the IDIQ Contracting Officer a compelling reason exists which temporarily prevents a firm from participating in the TO solicitation process. Replacement firms may then be added to the contract, until month 30 of the term, in accordance with the procedures identified in the Scope of Services.

(3) Task Order Process Procedures for award of individual competitive Task Orders are in accordance with FAR 52.216- 18, FAR 52.216-19, FAR 52.216-22, and the Contract Documents. Pursuant to FAR 16.505, the ordering official may exercise broad discretion in developing appropriate order placement procedures. The government reserves the right to determine evaluation factors for each individual Task Order. In addition to price, the Government may, at its discretion, consider such factors as including but not limited to quality of past work, similar experience, qualifications of the proposed key personnel, or other factors that the Task Order Contracting Officer (TOCO), in the exercise of sound business judgment, believes relevant in the placement of orders. The Government reserves the right to award future task orders on the basis of best value or lowest price, as specified in each individual task order.

Each task order will be solicited using the standard Task Order Request for Proposal (TO RFP) format. This format includes, at a minimum, the task order solicitation, the task order contract and the technical requirements. Performance of work on the Task Orders will only commence upon issuance of NTP by the TOCO. Task Orders under this Contract shall be ordered on Standard Form (SF) 1442, by a warranted ordering official.

(4) Task Order Contents Task Orders issued will generally include, but not be limited to, the following information:

a. Date of order;

b. Contract and task order number;

c. Identification of Project Delivery Method;

d. Appropriation and accounting data;

e. Description of the services to be performed;

f. Place of performance;

g. Period of time in which the services are to be performed;

h. List of Government-furnished material and the estimated value thereof, if applicable;

i. The applicable current construction wage rates (formerly Davis Bacon rates);

j. Technical Requirements Packages’, appropriate to the Project Delivery Method.

k. Signature of warranted ordering official.

(5) Knowledge of Conditions Affecting Price Clauses FAR 52.236-27, Site Visit - Construction, FAR 52.236-2, Differing Site Conditions, and FAR 52.236-3, Site Investigations and Conditions Affecting the Work, are incorporated by reference in this Contract and any Task Orders resulting from this contract.

The Contractor shall be presumed to have established all prices for Task Orders 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. Contractors are urged and expected to inspect the site where the work will be performed and Tasks Orders will provide instructions on how and when visits can be conducted.

No oral statement made by a Government representative during any site visit or preproposal conference, nor any written record of such oral statements as may be made and subsequently furnished to the offeror, will be deemed to have the effect of adding to, modifying, or otherwise varying from the written provisions of the request for proposals (including, but not limited to specifications, drawings and written amendments to the solicitation). In the event the discussion or questions raised during the site visit or preproposal conference indicate a need to modify the request for proposals, an amendment to the solicitation will be issued in writing.

(6) Task Order Performance Periods The time for completion for each Task Order shall be determined under each individual Task Order. Task Orders under this contract may be awarded by the Task Order Contracting Officer at any time within the Contract period. The actual performance of the work may extend beyond the Contract period.

(7) Bid Guarantees Bid Guarantees are required for all Task Order proposals in accordance with FAR 52.228-1 Bid Guarantee. The amount of the bid guarantee will be stated in the task order solicitation. The amount may be expressed as a percentage of the proposal or by an established dollar range, whichever is less.

(8) Payment and Performance Bonds Payment and performance bonds, if applicable, must be furnished as determined with each Task Order. Performance and payment bonds (if applicable) will be required upon award of all Task Orders, prior to issuance of the NTP for construction. As prescribed by FAR 28.102-2(b) and FAR 52.228-15, Performance and Payment Bonds – Construction, if a Task Order exceeds $150,000, the following bonds will be required:

a. A Performance Bond with a penal amount of 100% of the original Task Order price. If the Task Order price increases, an additional amount equal to 100% of the increase may be required. Increases to the original bond require a formal consent of surety. Invoices for bond premiums by the prime contractor require supporting documentation of payment. Acceptable documentation includes receipt of payment received by the surety from the prime contractor for the bond amount.

b. A Payment Bond with an amount equal to 100% of the original Task Order price. If the Task Order price increases, an additional amount equal to 100% of the increase may be required. Increase to the original bond require a formal consent of surety. The amount of the Payment Bond must be no less than the amount of the Performance Bond. As prescribed in FAR 28.204-3, an Irrevocable Letter of Credit (ILC) is acceptable for all types of bonds, if all provisions of FAR 28.204-3 and FAR 52.228-14 are met. FAR 52.228-14 requires a specific format for the ILC and a letter from the issuing Financial Institution confirming the ILC.

(9) Alternative Payment Protections If a task order is between $35,000 - $150,000 payment protections, in accordance with FAR 52.228-13 Alternative Payment Protections may be required. This payment protection may be a Payment Bond, an Irrevocable Letter of Credit, or other type of protection as authorized by FAR 28.102-1(b) and specified in the individual Task Order.

(10) Construction Wage Rate Requirements The applicable Wage Rate Determination will be provided in each individual task order solicitation. Refer to FAR 52.222-6 and potentially 52.222-5, concerning applicable Construction Wage Requirements.

M. Administrative Matters

The following applies to all Task Order Contracts issued against this contract:

(1) Project Meetings The Contractor shall attend a preconstruction conference and shall participate in Government scheduled Project meetings. Individual TOCs may require additional meeting attendance by the contractor.

(2) Schedule of Values The Contractor shall prepare and submit for approval a detailed cost breakdown of the Task Order price, to be referred to as the Schedule of Values (SOV), assigning values to each component of the Work. Values must include all direct and indirect costs, although a separate value for bond costs may be established. The Schedule of Values must contain sufficient detail to enable the TOCO to evaluate applications for payment. If this Task Order requires that the Project Schedule be cost loaded, the Schedule of Values will be derived from the Project Schedule.

(3) Invoicing FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented by GSAR 552.232-5 Payments under Fixed-Price Construction Contracts. In accordance with the relevant FAR and GSAR clauses. Please see each TO for specific Invoicing requirements.

(4) Payment Information 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

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

Security Clearances will be in accordance with GSA Policy which is attached to the

Solicitation/Award. Please see the guide for additional details.

N. 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 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.

[End of clause]

O. 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.

P. Safeguarding Sensitive Data and Information Technology Resources

In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT) resources, including awardees, contractors, subcontractors, lessors, suppliers and manufacturers. The following GSA policies must be followed.

These policies can be found at Directives Library.

1. CIO P 2100.1K GSA Information Technology (IT) Security Policy

2. CIO P 2100.2B GSA Wireless Local Area Network (LAN) Security

3. CIO 2100.3C Mandatory Information Technology (IT) Security Training Requirement for Agency and Contractor Employees with Significant Security Responsibilities

4. CIO 2104.1A CIO CHGE 1 GSA Information Technology IT General Rules of…