Final Complete Agreement.pdf

GSA New England Region

U.S. General Services Administration Thomas P. O'Neill, Jr. Federal Building 10 Causeway Street Boston, MA 02222 www.gsa.gov

Construction Contract for ARRA Projects in Support of Energy Conservation Measures at the Burlington Courthouse and Federal Building (VT0024) Burlington, VT

GSA Solicitation No.: GS-01P-10-BZ-C-0023

Volume 1: The Agreement

BID DUE DATE: May 4, 2010

TIME: 2:00 PM, LOCAL TIME

LOCATION: GENERAL SERVICES ADMINISTRATION

GSA RECEPTION DESK

10 CAUSEWAY STREET, 11th Floor

BOSTON, MA 02222-1022

ATTN: BID CUSTODIAN

PROPERTY OF THE UNITED STATES GOVERNMENT

COPYING, DISSEMINATION, OR DISTRIBUTION OF THESE DRAWINGS, PLANS

OR SPECIFICATIONS TO UNAUTHORIZED USERS IS PROHIBITED

Do not remove this notice Properly destroy documents when no longer needed

THE INFORMATION COLLECTION REQUIREMENTS CONTAINED IN THIS

SOLICITATION/CONTRACT THAT ARE NOT REQUIRED BY REGULATION HAVE

BEEN APPROVED BY THE OFFICE OF MANAGEMENT AND BUDGET PURSUANT

TO THE PAPERWORK REDUCTION ACT AND ASSIGNED OMB CONTROL NO.

3990-0163.

Construction Contract - The Agreement C101 03/10

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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. American Recovery and Reinvestment Act of 2009 G. Contract Liquidated Damages Rate H. Buy American Exceptions I. Statement of Work, Specifications, Drawings, Exhibits and Other Attachments

II. Prices

A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. General Terms and Conditions B. Contract Clauses

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I Project Information

I.A Project Summary: The project includes but is not limited to the following Work:

1. Project No.1 – Base Bid

a. Install EMS variable speed drive control for two heating water pumps and use the differential pressure bypass valve during heating cycle as a second stage of control.

2. Project No.2 – Base Bid

a. Install carbon dioxide (CO2) sensors and associated wiring and controls in eight (8) air handling units (AHU-1, AHU-1A, AHU-1B, AHU-2, AHU-3, AHU-4, AHU-4A & AHU-B1) to implement demand controlled ventilation.

3. Project No.3 – Base Bid

a. Replace six (6) existing pneumatic control valves in basement mechanical rooms with electric control valves and remove compressors.

4. Project No. 4 – Option No. 1

Period of Performance: 30 Calendar Days.

a. Integrate chiller controls with the EMS to implement chilled water temperature reset. Utilize EMS control of the cooling tower fans to implement condenser water supply temperature reset control based on outside air dew point temperature. Replace cooling tower fan motors and install variable frequency drives on the cooling tower fans controlled by the

EMS.

5. Project No. 5 - Option No. 2

Period of Performance: 60 Calendar Days.

a. Update boiler plant controls to optimize performance of boilers to include supply water temperature reset and installation of fuel air ratio controller on boiler burners.

6. Project No. 6– Option No. 3

Period of Performance: 70 Calendar Days.

a. Replace and relocate freeze stats to leaving side of dual temperature coil on six (6) air handling units that have had steam coils taken out of service.

7. Project No. 7 – Option No. 4

Period of Performance: 70 Calendar Days.

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a. Add EMS schedule control of five (5) exhaust fans.

8. Project No. 8 – Option No. 5

Period of Performance: 50 Calendar Days.

a. Insulate condensate return tanks on the boiler feed system.

NOTE: We anticipate Options will be exercised at time of award. Therefore, the Options exercised at time of award will be performed concurrently with the Base Bid Items.

I.B The Contract

I.B.1 The Contract consists of the SF 1442, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, 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.

I.B.2 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 Contract Documents (the Work), whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA shall pay the Contractor the price or prices established in Section II, subject to the terms and conditions set forth in this Contract.

I.C Period of Performance

I.C.1 Commencement. The Contractor shall commence performance of the Work within 14 days after the Contractor receives the Notice to Proceed (NTP).

I.C.2 Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, no later than 180 calendar days from issuance of Notice to Proceed (NTP).

I.C.3 Contract Completion. The Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within 30 calendar days of Substantial Completion.

I.D Work Conditions/Site Requirements

1.0 CONTRACTOR USE OF PREMISES

a) The Contracting Officer or Contracting Officer's Representative will conduct a pre-construction survey with the Contractor to review and document the existing conditions surrounding the project premises prior to the beginning of any construction activity.

b) The Contractor shall limit use of the premises to the work in areas indicated, to allow for Government occupancy and public use.

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1. Confine operations at the site to areas indicated. Do not disturb portions of the site beyond the areas in which Work is indicated.

2. Contractors working in the Building must be cleared to work in Federal Buildings.

3. Contractors must sign in and out at the front desk on the first floor at the GSA office prior to beginning work each day or at a location to be designated by the property manager.

4. Keep driveways and entrances serving the premises clear and available at all times to the Government, Government employees and visitors. Do not use these areas for parking or storage of materials.

5. Schedule deliveries to minimize space and time requirements for storage of material and equipment on site.

6. The normal business hours are 6:00am to 6:00pm, hours are negotiable upon request. No smoking is permitted in the building. Contractors may use public restrooms and cafeteria of the building.

7. Maintain existing building in a safe and weather tight condition throughout the construction period. Repair damage caused by construction operations. Take precautions to protect the building, its occupants and the public during the construction period.

8. Keep public areas, such as hallways, stairs, lobbies and toilet rooms, free from accumulation of waste material, rubbish, construction debris and construction materials.

9. Staging and storage for contractors must be coordinated in advance with the Property Manager.

10. Use of the existing loading dock facilities must be scheduled two (2) days in advance with the Property Manager. Use of the loading dock does not have to be scheduled after hours if the deliveries are within a reasonable size and do not cause disturbance to the tenants.

11. Dumpster delivery/staging must be scheduled at least two (2) days in advance with the Property Manager’s office. Dumpsters shall be located in a location approved by the building manager.

12. Existing materials and equipment that are removed as part of the construction operations, and that are not reused or designated to be salvaged as Government or other's property, shall become the property of the Contractor and shall be removed from the site and, if necessary, disposed of in accordance with all applicable local, state and federal laws and regulations. Storage or sale of excess salvageable materials and equipment is not permitted on site.

13. Freight Elevators shall be scheduled with the Property manager with at least two

(2) days advance notice.

14. Pollution producing equipment shall not be located near air intakes where airborne smoke or fumes could be drawn into the building.

15. Parking will be limited to the designated contractor staging area.

16. After hours work requiring coordination with building staff and / or contracted maintenance staff must be scheduled with the Property Manager at least three

(3) days in advance.

1.1 GOVERNMENT OCCUPANCY

A. The Government will occupy the site and the existing building during the entire period of construction. Cooperate with the Government's representatives during construction operations to minimize conflicts and facilitate Government usage. Perform the Work in

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a manner that does not interfere with the Government's operations. Daily coordination with the government shall be required.

B. The Government reserves the right to occupy and to place and install equipment in completed areas of the building prior to Substantial Completion, provided such occupancy does not interfere with completion of the Work. The Government's installation of equipment and partial occupancy shall not constitute acceptance of the total Work.

1. Prior to partial Government occupancy, mechanical and electrical systems for the space shall be fully operational, and required inspections and tests shall be successfully completed. Upon occupancy, the Government will operate and maintain mechanical and electrical systems serving the occupied portions of the building.

2. Upon occupancy, the Government will assume responsibility for maintenance and custodial service for the occupied portions of the building.

3. The warranty period for the occupied portion of the building only will commence on the date of occupancy by the Government.

1.2 WORKING HOURS

A. Government Occupied Hours: Government personnel are scheduled to occupy the building during the following hours on weekdays, Monday through Friday, except for established Government Holidays:

1. Monday through Friday — 6:00 am to 6:00 pm.

B. Government Unoccupied Hours: Government personnel are not scheduled to occupy the building during times not indicated as Government Occupied Hours.

C. Contractor's General Working Hours: The Contractor working hours shall be generally established to occur during Government Occupied Hours. Afterhours work is anticipated and required to complete project and are allowable at no additional cost to the government.

1. The following work shall occur during Government Unoccupied Hours:

a. Work that generates excessive noise and dust i.e., demolition, and other noise/vibratory type work or work that will otherwise be disruptive of Government functions will be conducted during Government Unoccupied Hours.

b. Work that will produce unpleasant or irritating odors such as painting, application of adhesive and glue shall be conducted during Government Unoccupied Hours.

D. Adjacent public lobby and corridors shall be swept and left clean and traversed during regular working hours.

E. No trash removal shall occur during Government Occupied Hours.

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F. Work accomplished during Government Unoccupied Hours shall be performed at no additional cost to the Government. Contractor shall submit a proposed schedule and obtain the Contracting Officer's approval at least 72 hours before proceeding with any work during Government Unoccupied Hours.

I.E Authorized Representatives

I.E.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 individuals are designated as the authorized GSA representatives under this Contract:

(a) Contracting Officer

Name: Donna Maffeo Address: 10 Causeway Street, 11th Floor, Boston, MA 02222-0222 Telephone: 617-565-6547 Email: donna.maffeo@gsa.gov

(b) Contracting Officer's Representative

Name: Patrick Ross Address: J. C. Cleveland Federal Building, 53 Pleasant Street, Concord, NH 03301 Telephone: 617-913-6267 Email: patrick.ross@gsa.gov

I.E.2 GSAR 552.236-71, Authorities and Limitations (APR 84), is incorporated by reference in this Contract.

I.F American Recovery and Reinvestment Act of 2009 (ARRA)

I.F.1 This Contract is funded in whole by ARRA.

I.F.2 The following items of work are funded by ARRA:

ALL CONTRACT WORK.

I.G Contract Liquidated Damages Rate

In accordance with Paragraph III.A.11, liquidated damages shall be calculated at the rate of $ 0 per calendar day.

I.H Buy American Exceptions

For the purpose of determining Buy American requirements set forth in the Buy American Clause at Paragraph III.B.2(c), the following construction materials and components are excepted:

None.

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

The following documents are incorporated by reference into this Contract.

1. Performance-Based Specifications for ARRA Projects in Support of Energy Conservation Measures at the Burlington Courthouse and Federal Building (VT0024), Burlington, VT.

2. Construction Drawings: N/A.

3. Wage Determination VT100001, Dated 03/12/2010

4. Representations and Certifications

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II Prices

II.A Basis of Pricing

II.A.1 Contract Prices

All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base Contract, Unit Price, Options) in accordance with the Contract Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit.

II.A.2 Knowledge of Conditions Affecting Price

FAR 52.236-3, Site Investigations and Conditions Affecting the Work (APR 84), is incorporated by reference in 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 Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

II.A.3 Unit Prices and Allowances (N/A)

II.A.4 Options

If any portion of the Work is to be performed upon the timely exercise of an Option, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the Base Contract 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. Options may be exercised at time of Contract award or within 90 days of Contract award per Section 01260, Options, in the Specifications to this contract.

II.A.5 Bid Rates (N/A)

II.B Contract Price Form (See Attached SF 1442).

III Terms and Conditions

III.A General Terms and Conditions

III.A.1 Commencement, Prosecution, and Completion of Work

FAR 52-211-10, Commencement, Prosecution, and Completion of Work (APR 84), is supplemented as follows:

The Contractor shall not commence the Work until the Contracting Officer has issued NTP. The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion, as defined in III.A.8(a), of the Work within the time specified in Paragraph I.C of the Agreement. If the Contract specifies different completion dates for different phases or portions of the Work, the

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Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of such phases or portions of the Work within the times specified.

III.A.2 Contractor Responsibilities

III.A.2(a) For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the Contractor shall perform at least ten percent of the Work.

III.A.2(b) Unless otherwise expressly stated in the Contract, the Contractor shall be responsible for all means and methods employed in the performance of the Contract.

III.A.2(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.

III.A.2(d) Where installation of separate Work components as shown in the Contract 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 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.

III.A.2(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 Contract 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 Contract requirements.

III.A.2(f) It is not the Contractor's responsibility to ensure that the Contract Documents comply with applicable laws, statutes, building codes and regulations. If it comes to the attention of the Contractor that any of the Contract Documents do not comply with such requirements, the Contractor shall promptly notify the Contracting Officer in writing. If the Contractor performs any of the Work prior to notifying and receiving direction from the 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.

III.A.2(g) The Contractor shall immediately bring to the 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

III.A.2(h) The Contractor must submit a safety plan before commencing work.

III.A.2(i) The Contractor assumes the risk of, and shall be responsible for, any loss, damage, destruction, or theft of Government property upon its delivery to the Contractor as Government-furnished property. However, the Contractor is not responsible for reasonable wear and tear to Government property or for Government property properly consumed in performing this Contract.

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III.A.3 Contractor Management and Personnel

FAR 52.236-6, Superintendence by the Contractor (APR 84), is supplemented as follows:

III.A.3(a) 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.

III.A.3(b) 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 insubordination, 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.

III.A.3(c) 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.

III.A.4 CPM Project Schedule

III.A.4(a) The Contractor shall use a Critical Path Method ("CPM") Project Schedule to plan, coordinate, and perform the Work. The 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 SureTrak,® and Primavera Project Planner.®

III.A.4(b) The Project Schedule shall be a rational, reasonable and realistic plan for completing the Work, and conform to requirements specified in this clause and elsewhere in this Contract.

III.A.4(c) 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 Contract price includes all costs of compliance with Project Schedule requirements.

III.A.4(d) 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.

III.A.4(e) Within 15 (fifteen) days of NTP, or such other time as may be specified herein, the Contractor shall submit its Project Schedule to the Contracting Officer, together with a written narrative describing the major work activities, activities on the critical path, and major

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constraints underlying the sequence and logic of the Project Schedule. The Contractor shall submit the Project Schedule in both electronic and hardcopy print format.

III.A.4(f) The Contractor should anticipate that its initial submittal of the Project Schedule shall be subject to review and revision as contemplated by Paragraph III.A.4(k), and the Contractor shall devote sufficient resources for meetings, revisions, and resubmissions of the Project Schedule to address exceptions taken by the 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 Contract performance.

III.A.4(g) Activity durations shall be based upon reasonable and realistic allocation of the resources required to complete each activity, given physical and logistical constraints on the performance of the Work. All logic shall validly reflect physical or logistical constraints on relationships between activities. Except for the first and last activities in the Project Schedule, each activity shall have at least one predecessor and one successor relationship to form a logically connected network plan from NTP to the Contract Completion date.

III.A.4(h) The Project Schedule shall incorporate milestone events specified in the Contract, 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.

III.A.4(i) Unless a shorter period for updates is specified elsewhere, the Contractor shall update the Project Schedule monthly to reflect its actual progress in completing the Work, and submit the updated Project Schedule to the Contracting Officer within five working days of the end of each month or other specified period.

III.A.4(j) If the Contractor revises the Project Schedule after initial submission, the Contractor shall provide in writing to the Contracting Officer a narrative describing the substance of the revision, the rationale for the revision, and the impact of the revision on the projected Substantial Completion date and the available float for all activities. The Contractor shall only revise prospective activities, durations and logic, but addition of detail to prospective activities shall not be deemed a revision if the overall duration of the detailed activity does not change.

III.A.4(k) If at any time the Contracting Officer finds that the Project Schedule does not comply with any Contract requirement, the Contractor shall, upon written notice of exceptions taken by the Contracting Officer, revise the Project Schedule, adjust activity progress, or provide sufficient information demonstrating compliance. Regardless of whether the 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 this Contract.

III.A.4(l) If the Contractor fails to sufficiently address the Contracting Officer's exceptions to the Project Schedule within thirty calendar days of written notice of same, the Contracting Officer may withhold retainage until the Project is Substantially Complete or until such time as the Contractor has complied with Project Schedule requirements.

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III.A.4(m) The 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.

III.A.5 Extensions of Time

FAR 52.211-13, Time Extensions (SEP 00), is supplemented as follows:

III.A.5(a) 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 the new Substantial Completion date projected by the Project Schedule as revised to account for the impact. The Contractor's request must be submitted to the Contracting Officer in writing, and set forth facts and analysis in sufficient detail to enable the Contracting Officer to evaluate the Contractor's entitlement to an extension of time.

III.A.5(b) The Contractor shall only be entitled to an extension of time to the extent that Substantial Completion of the Work is delayed by causes for which the Contractor is not responsible under this Contract and to the extent that the actual or projected Substantial Completion date is later than the date required by this Contract for Substantial Completion.

III.A.5(c) The Contractor shall not be entitled to an extension of time if the Contractor has not updated the Project Schedule in accordance with this Contract.

III.A.5(d) The Government shall not be liable for any costs to mitigate time impacts incurred by the Contractor that occur less than 30 calendar days after the date the Contractor submits a request for extension of time complying with this clause.

III.A.6 Interpretation of Specifications and Drawings

FAR 52.236-21, Specifications and Drawings for Construction (FEB 97), and GSAR 552.236-77, Specifications and Drawings (SEP 99), are supplemented as follows:

III.A.6(a) Different requirements within the Contract Documents shall be deemed inconsistent only if compliance with both cannot be achieved.

III.A.6(b) 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.

III.A.7 Submittals

FAR 52.236-21, Specifications and Drawings for Construction (FEB 97), GSAR 552.236-78, Shop Drawings, Coordination Drawings, and Schedules (SEP 99), and GSAR 552.236-79, Samples (APR 84), are supplemented as follows:

III.A.7(a) 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. If particular submittal requirements are not specified for a

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component of the Work, the Contractor shall prepare submittals for such Work as directed by the Contracting Officer.

III.A.7(b) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the 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 Contracting Officer subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time required to comply with the Contracting Officer's determination. The 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.

III.A.7(c) 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 Contract requirements in less than twenty working days.

III.A.8 Substantial Completion and Contract Completion

FAR 52.211-10, Commencement, Prosecution, and Completion of Work (APR 84), FAR 52.211- 12, Liquidated Damages (Construction), and GSAR 552.246-72, Final Inspection and Tests (SEP 99), are supplemented as follows:

III.A.8(a) For the purposes of FAR 52.211-10, Commencement, Prosecution and Completion of Work, and 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 Contract obligations in accordance with the Contract 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 Substantially 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 Contract.

III.A.8(b) At the appropriate time, the Contractor shall submit to the Contracting Officer a written notice specifying a proposed Substantial Completion date (Notice of Substantial Completion).

The Contracting Officer shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the Contracting Officer takes exception to the Notice of Substantial Completion, the Contractor shall be entitled to a written notice of conditions precluding determination of Substantial Completion.

III.A.8(c) The Contractor shall be entitled to an extension of time to address such conditions if, and to the extent that, the Contracting Officer provides notice of such conditions more than thirty calendar days from receipt of the Notice of Substantial Completion.

III.A.8(d) Substantial Completion shall be established by the Contracting Officer's issuance of a written determination specifying the date upon which the Work is Substantially Complete.

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III.A.8(e) The Contract is complete (Contract Completion) if and only if the Contractor has completed all Work and related Contract obligations, corrected all deficiencies, and complied with all conditions for final payment.

III.A.8(f) 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.

III.A.8(g) The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after Contract Completion. If the Contractor does not achieve Contract Completion within the time required by this Contract, 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.

III.A.9 Use and Possession Prior to Substantial Completion

FAR 52.236-11, Use and Possession Prior to Completion (APR 84), is supplemented as follows:

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

III.A.10 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.A.11 Liquidated Damages (N/A)

III.A.12 Insurance Requirements

III.A.12(a) The Contractor shall obtain, 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 (JAN 97).

III.A.12(a)(i) 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 $100,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

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III.A.12(a)(ii) 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.

III.A.12(a)(iii) 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 $200,000 per occurrence for property damage.

III.A.12(b) The general and automobile liability policies shall name "The United States of America, acting by and through the General Services Administration," and the construction manager and architect-engineer as applicable, as additional insured with respect to performance of the Contract.

III.A.12(c) The Contractor shall provide to the Contracting Officer proof that it is 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.A.13 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) Construction Contract Clauses (Section III.B of the Agreement)

(2) Other Provisions of the Agreement (Sections I, II, and III.A of the Agreement)

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

(6) Exhibits and Other Attachments

III.A14 Administrative Matters

III.A.14(a) Project Meetings. The Contractor shall attend a preconstruction conference and shall participate in regularly scheduled Project meetings.

III.A.14(b) Schedule of Values. The Contractor shall prepare and submit for approval a detailed cost breakdown of the Contract price, to be referred to as the Schedule of Values, 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 Contracting Officer to evaluate applications for payment.

If this Contract requires that the Project Schedule be cost loaded, the Schedule of Values will be derived from the Project Schedule.

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III.A.14(c) Payments. FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented as follows:

III.A.14(c)(i) Before submitting a request for payment, the Contractor shall attend pre-invoice payment meetings each month, as scheduled, with the designated Government representative for the purpose of facilitating review and approval of payment requests. Payment meetings may be conducted in person or by telephone. The Contractor shall provide documentation to support the prospective payment request.

III.A.14(c)(ii) The Contractor shall submit its invoices to the representative designated in Paragraph I.E.1. Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

III.A.14(c)(iii) If the invoice does not meet the requirements of FAR Clause 52.232-27 (a)(2) and the requirements specified in Subparagraphs III.A.14(c)(i), (iv), (v), and (vi), the Contracting Officer may be return the invoice to the Contractor without payment for correction. If the Contracting Officer disputes the requested payment amount, the Government may pay the portion of the requested payment that is undisputed.

III.A.14(c)(iv) Invoices shall be submitted in an original only, unless otherwise specified, to the designated billing office specified in this contract or order.

III.A.14(c)(v) Invoices must include the Account Document Number (ADN) provided on the award. Contact the contracting officer if unsure of the proper ADN to cite. The ADN must be listed on all invoices in order to ensure proper payment.

III.A.14(c)(vi) In addition to the requirements for the proper invoice specified in the Prompt Payment clause of this contract, the following information or documentation must be submitted with each invoice:

III.A.14(c)(vi)(A) This requirement will result in a Recovery Act funded contract. The contract action will identify all Contract Line Items (CLINs) to be invoiced against. All invoices must cite the appropriate CLIN to enable the required agency obligation and expense reporting to Recovery.gov.

III.A.14(c)(vi)(B) A properly executed invoice must show the name and address of the business concern as listed on the award, the invoice date, the Contract Number, the Order number, if applicable, the contract ADN, and the corresponding Recovery Act

CLIN.

III.A.14(c)(vi)(C) The GSA Form 2419, Certification of Progress Payments Under Fixed Priced Construction Contracts, should also be submitted with each payment request.

III.A.14(c)(vi)(D ) A release of claims is required to be submitted with the Final Payment request."

III.A.14(c)(vi)(E) Additional documentation:

N/A

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III.A.14(c)(vii) GSA will not be obligated to issue final payment unless the Contractor has furnished to the Contracting Officer a release of claims against the Government relating to this Contract, and submitted all required product warranties, as-built drawings, operating manuals, and other items as specified in the Contract. The Contractor may reserve from the release specific claims only if such claims are explicitly identified with stated claim amounts. All release forms must bear the original signature of the signer and must be affixed with the Contractor’s corporate seal or the seal of a Notary Public.

III.A.14(d) Prompt Payment. In accordance with FAR clause 52.232-27, the period for payments is as follows:

(i) Progress Payments: 14 days

(ii) Subsequent Subcontractor Payments: 7 days

III.A.14(e) Security Clearances. Contractor shall comply with the following requirements pertaining to security clearances.

III.A.14(f)(i) 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.

III.A.14(f)(ii) To obtain an EOD determination, Contractor shall submit for all such personnel fingerprints on Form FD258 and a completed Contractor Information Worksheet (CIW).

III.A.14(f)(iii) 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).

III.A.14(f)(iv) Information concerning these requirements can be found at:

www.gsa.gov/Portal/gsa/ep/contentView.do?contentType=GSA_BASIC&contentId=25562&noc=T

III.A.14(g) Sensitive But Unclassified (SBU) Building Information. The following requirements apply to information contained in this Contract that has been designated as Sensitive But Unclassified (SBU) building information:

III.A.14(g)(i) The Contractor shall submit to GSA all Contractor-generated documents that may contain SBU building information before the original or any copies are disseminated to any other parties. If GSA identifies SBU content in such documents, the Contracting Officer may direct the Contractor to imprint or affix SBU document markings to the original documents and all copies prior to dissemination.

III.A.14(g)(ii) The Contractor shall protect SBU building information by strictly limiting access to those individuals having a need to know such information acting on behalf of Federal, State, and local government entities, nongovernment entities engaged in the conduct of business on behalf of or with GSA, and firms currently registered as “active” in the Central Contractor Registration (CCR) database at www.ccr.gov. If a subcontractor is not registered in the CCR and has a need to possess SBU building information, the subcontractor shall provide to the Contractor its DUNS number or its tax ID number and a copy of its business license. This clause shall not be construed to encumber the dissemination of SBU building information to public safety entities.

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III.A.14(g)(iii) The Contractor shall use session or file encryption when transmitting SBU building information electronically outside of the GSA firewall and network. The Contractor shall encrypt sessions or files with an approved NIST algorithm, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules. Encryption tools that meet FIPS 140-2 are referenced on the NIST web page found at the following URL:

http://csrc.nist.gov/groups/STM/cmvp/documents/140-1/1401vend.htm

All encryption products used to satisfy the FIPS 140-2 requirement should have a validation certificate that can be verified at the following URL:

http://csrc.nist.gov/groups/STM/cmvp/validation.html#02

(Note that not all vendors of security products that claim conformance with FIPS 140-2 have validation certificates.)

III.A.14(g)(iv) When transmitting SBU building information contained in any physical media, including hardcopy and portable electronic data storage devices, the Contractor shall only use methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt. Portable electronic data storage devices include but are not limited to CDs, DVDs, and USB drives.

III.A.14(g)(v) The Contractor shall maintain a list of the entities and the firms to which it has disseminated SBU building information. This list must include at a minimum (1) the name of the entity or firm; (2) the name and contact information of the individual at the entity or firm who is responsible for protecting the SBU building information; and (3) a description of the SBU building information provided. Upon completion of the Work, the Contractor shall collect all lists maintained in accordance with this clause, including those maintained by any subcontractors and/or suppliers, and submit them to the Contracting Officer. The Contracting Officer may withhold final payment until the lists are received.

III.A.14(g)(vi) This Contract requires that the Contractor retain beyond the period of performance certain records that may contain SBU building information. With the exception of such records, upon completion of the Work, the Contractor shall either destroy all records containing SBU building information or return them to the Contracting Officer, as directed by the Contracting Officer. The Contractor shall destroy electronically stored SBU building information by deleting it or otherwise rendering it unreadable and incapable of being restored, in accordance with guidelines provided for media sanitization within Appendix A of NIST Special Publication 800-88, Guidelines for Media Sanitization, available at http://csrc.nist.gov/publications/nistpubs/800-88/NISTSP800-88_rev1.pdf. Examples of acceptable destruction methods for SBU building information are: burning or shredding hardcopies; physically destroying portable electronic storage devices; deleting and removing files from electronic recycling bins; and removing material from computer and hard drives using a permanent-erase utility such as bit-wiping software or disk crushers.

III.A.14(g)(vii) The Contractor shall verify to the Contracting Officer in writing that SBU building information has been disposed of as required in Subparagraph III.A.14(g)(vi). The Contracting Officer may withhold final payment until written verification is received.

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III.A.14(g)(viii) The Contractor shall immediately report to the Contracting Officer all improper disclosures of SBU building information. If the Contractor fails to comply with any provision of this clause, the Contracting Officer may withhold approval of progress payments until the Contractor provides a corrective action plan explaining how it will rectify any noncompliance and prevent future improper disclosures of SBU building information.

III.A.14(g)(ix) The Contractor shall insert the substance of this clause in all subcontracts.

III.A.15 Additional Terms and Conditions

None.

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III.B Construction Contract Clauses

III.B.1 Clauses Incorporated by Reference

III.B.1(a) FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The full text of a clause may also be accessed electronically at this address:

http://www.acquisition.gov/comp/far/index.html

III.B.1(b) Federal Acquisition Regulation (FAR) clauses:

NUMBER TITLE DATE

52.202-1 Definitions JUL 04

52.203-3 Gratuities APR 84

52.203-5 Covenant Against Contingent Fees APR 84

52.203-6 Restrictions on Subcontractor Sales to the Government SEP 06

52.203-7 Anti-Kickback Procedures JUL 95

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

JAN 97

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity JAN 97

52.203-12 Limitation on Payments to Influence Certain Federal Transactions SEP 07

52.203-13 Contractor Code of Business Ethics and Conduct DEC 08

52.203-14 Display of Hotline Poster(s) (If Contract is Greater than $5 Million or Performance Period is Greater than 120 Days)

DEC 07

52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 00

52.204-7 Central Contractor Registration APR 08

52.204-9 Personal Identity Verification of Contractor Personnel SEP 07

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

SEP 06

52.211-10 Commencement, Prosecution, and Completion of Work APR 84

52.211-12 Liquidated Damages—Construction SEP 00

52.211-13 Time Extensions SEP 00

52.214-26 Audit and Records-Sealed Bidding, Alternate I (when using ARRA funds) MAR 09

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NUMBER TITLE DATE

52.214-27 Price Reduction for Defective Cost or Pricing Data—Modifications—Sealed Bidding (Oct 1997)

OCT 97

52.214-28 Subcontractor Cost or Pricing Data—Modifications—Sealed Bidding (Oct 1997)

OCT 97

52.219-8 Utilization of Small Business Concerns MAY 04

52.219-9 Small Business Subcontracting Plan APR 08

Alternate II (If Contractor Submitted Plan With Offer) OCT 01

52.219-28 Post-Award Small Business Program Rerepresentation APR 09

52.222-3…