GS02P11PWC0019 AGREEMENT APRIL2011.pdf

GSA Contract No. GS-02P-11-PWC-0019 Page 1 of 23

FAC2005-4713&491G5AM47

CONSTRUCTION CONTRACT

US PROBATION SPACE ALTERATIONS

FIRST AND SECOND FLOORS-RNY00367

GSA Contract No. GS-02P-11-PWC-0019

The Agreement

C101-SB 3/11

Table of Contents

I. Project Information

A. Pro ject Summary B . T he Co n t r a c t

C. Period of Performance D. Work Conditions/Site Requirements

E . Authorized Representatives

F . Contract Liquidated Damages Rate

G. Buy American Except ions H . Statements of Work, Specifications, Drawings, Exhibits and Other Attachments

II. Prices

A . Bas i s o f P r i c ing

B . Contract Pr ice Form

III. Terms and Conditions

A. General Terms and Conditions

B. Contract C lauses

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Project Information

I.A Project Summary

Project Summary Description: The project includes but is not limited to the following Work:

General: The Contractor shall provide all labor, material, equipment, tools, management, and supervision for this construction project. Work shall include;

but, is not limited to, the renovation of approximately 4,600 square feet of first floor space and 5,500 square feet of second floor space at the James M. Hanley Federal Building and US Courthouse, Syracuse, New York. The contract work incorporates: general demolition work, HVAC demolition work, electrical demolition work, bathroom renovation work, construction of full-height sound rated partitions;

installations of doors, frames and hardware, acoustical ceiling installations, drywall ceiling installations, installation of vinyl base, painting work, light fixture installations, cable tray installations, conduit system installations for security systems, conduit installations for lighting and power systems, installation of power outlets and data outlets, flooring installations and associated floor prep work, toilet partition installations, installations of built-in furniture, install stairwell between first and second floor work sites, replace PTAC units, install HVAC ductwork and VAV boxes, install air outlet devices, install hot water piping, modify fire alarm installations, modify sprinkler system, modify building control systems, testing and balancing HVAC systems, modify electrical panel boards.

I.B The Contract

1.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 1 day 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 340 calendar days from issuance of NTP.

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I.C.2 Contract Completion. The Contractor shall achieve Contract Completion of the

Work, as that term is defined in this Agreement, within 60 calendar days of Substantial Completion.

I.D Work Conditions/Site Requirements

There are no work conditions or site specific requirements for this project.

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: Kim Hallman

Address; 100 S. Clinton St, Room 1350, P.O. Box 7005, Syracuse, NY 13261

Telephone: 315-448-0958

Email: kim.hallman@gsa.gov

Contracting Officer's Representative

Name: James McKenzie

Address: 100 S. Clinton St, Room 1350, P.O. Box 7005, Syracuse, NY 13261

Telephone: 315-448-0960

Email: james.mckenzie@gsa.gov

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

I.F Contract Liquidated Damages Rate (If applicable)

In accordance with Paragraph 111.A.11, liquidated damages shall be calculated at the rate

$1,420.00 per calendar day.

I.G 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.

mailto:Email:%20kim.hallman@gsa.gov mailto:Email:%20james.mckenzie@gsa.gov

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FAC2005-4713&491GSAM47

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

The following documents are incorporated by reference into this Contract.

1. Statement of Work and Specifications for Contract No. GS-02P-11-PWC-0019

2. Construction Drawings for Contract No. GS-02P-11-PWC-0019

3. Wage Determination GENERAL DECISION: NY100017 NY17; Date: January 28, 2011.

II..A Basis of Pricing

IIA.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 Contract Price Form

Indicate the Contract Price in Block 17 of the SF 1442 and must be fully executed by the Contractor.

IIIII Terms and Conditions

IIII 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 Contract Completion, as defined in III.A.8(a), of the Work within the time specified in Paragraph I.0 of the Agreement. If the Contract specifies different completion dates for different phases or portions of the Work, the

Contractor shall diligently prosecute the Work so as to achieve Contract 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.

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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) DELETED INTENTIONALLY

III.A.2(d) 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(e) 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(f) 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(g) 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(h) The Contractor shall immediately bung 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(i) The Contractor must submit a safety plan before commencing work.

III.A.2(j) 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 Project Schedule

III.A.4(a) The Contractor shall use a 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 Project Schedule.

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 thirty (30) days of NTP, or such other time as may be specified herein, the Contractor shall submit its Project Schedule to the Contracting Officer and Contracting Officer Representative, together with a written narrative describing the major work activities, activities on the critical path, and major 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

GSA Contract No. GS-02P-11-PWC-0019 Page 7 of 23 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 Representative 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 Representative within five (5) 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 Representative 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 Representative 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 Representative, revise the Project Schedule, adjust activity progress, or provide sufficient information demonstrating compliance. Regardless of whether the Contracting

Officer Representative 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(1) If the Contractor fails to sufficiently address the Contracting Officer's Representative exceptions to the Project Schedule within thirty (30) calendar days of written notice of same, the Contracting Officer Representative may request that the Contracting Officer withhold retainage until the Project is Substantially Complete or until such time as the Contractor has complied with Project Schedule requirements.

III.A.4(m) The Contracting Officer and the Contracting Officers Representative 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.

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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 Contract Completion, the Contractor shall base its request on analysis of time impact using the Project Schedule as its baseline, and the new Contract 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 Contract 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 Contract

Completion date is later than the date required by this Contract for Substantial Completion.

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

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 Representative 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 Representative subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time

GSA Contract No. GS-02P-11-PWC-0011 Page 9 of 23 required to comply with the Contracting Officer's Representative determination. The Contracting Officer with recommendation from the Contracting Officer Representative 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 Contract 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 (20) working days.

III.A8 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 Representative shall conduct inspections and make a determination of Substantial Completion with the Contracting Officer within a reasonable time. If the Contracting

Officer and the Contracting Officer Representative 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

(30) 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.

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.

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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

FAR 52.211-12, Liquidated Damages (SEP 00), is supplemented as follows:

III.A.11(a) The Contractor acknowledges that time is of the essence for the performance of the Work, and that determining actual damages from delay would be extremely difficult and impractical. If the Contractor fails to achieve Contract Completion of the Work within the time specified in this Contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified in Paragraph I.F for each calendar day following the required completion date that the Work is not Substantially Complete.

III.A.11(b) If the Contract requires different completion dates for different phases or portions of the Work, the Contractor shall be liable for liquidated damages at the specified rate for each calendar day-following the required completion date that the phase or portion of Work is not Contract Complete. If a single rate is specified, the specified rate shall be apportioned between the different phases or portions of the Work.

III.A.11(c) If the Government elects to accept any portion of the Work not specifically designated as a phase or portion of Work with its own required completion date, the liquidated damage rate shall be apportioned between accepted work and uncompleted work, and the Contractor's liability for liquidated damages shall be computed accordingly.

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).

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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 $2,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

III.A.12(a)(ii) Broad form comprehensive commercial general liability insurance in the amount of at least $5,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

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 $1,000,000 per person and

$2,500,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage.

III.A.12(b) 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 (Sect ion II I.6 of the Agreement)

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

(3) T h e S t a t e m e n t o f W o r k

(4) T h e S p e c i f i c a t i o n s

(5) T h e D r a w i n g s

(6) E x h i b i t s a n d O t h e r A t t a c h m e n t s

III.A.14 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.

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

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III.A.14(c)(i) Before submitting a request for payment, the Contractor shall at tend 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 1.6.1. 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 111.A.14(c)(i), (iv), (v), and (vi), the Contracting Officer may 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 and two (2) copies to the designated billing office specified in this Contract or in individual delivery/work orders.

111.A.14(c)(v) Invoices must include the Account Document Number (ADN) assigned at award.

III.A.14(c)(vi) The Contractor shall submit the following information or documentation with each invoice:

III.A.14(c)(vi)(A) GSA Form 184 - Construction Progress Report (Construction Phases Only) or AIA Form G702, including the updated Schedule of Values upon which the payment request is based;

III.A.14(c)(vi)(B) GSA Form 2419 - Certification of Progress Payments Under Fixed-Price Construction Contract;

III.A.14(c)(vi)(C) The payment terms that apply for the particular services rendered;

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 ) P r o g r e s s P a y m e n t s : 1 4 d a y s

( i i ) Subsequent Subcontractor Payments : 7 days

Ill.A:14(e) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at httb://www.finance.osa.dov.

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.

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

III.A.14(f)(1) 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).

111.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:

http://www.asa.00v/portalicatedory/26757

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

(OCR) 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.

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 (FIRS 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.qov/qroups/STM/cmvp/docurnents/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.00v/oroups/STM/cmvp/validation.html#02

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

http://www.asa.00v/portalicatedory/26757 http://www.ccr.gov/ http://csrc.nist.qov/qroups/STM/cmvp/docurnents/140-1/1401vend.htm http://csrc.nist.00v/oroups/STM/cmvp/validation.html#02

GSA Contract No. GS-02P-11-PWC-0019 Page 14 of 23

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 NISI Special

Publication 800-88, Guidelines for Media Sanitization, available at , http://csrc.nist.nov/publications/nistpubs/800 -88/NISTSP800 -88 revl .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.

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 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 http://csrc.nist.nov/publications/nistpubs/800-88/NISTSP800-88

GSA Contract No. GS-02P-11-PWC-0019 Page 15 of 23

FAC2005-4713S,49IGSAM47

Contracting Officer shall have the right to order the Contractor to stop any or all work under the contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time. The Contractor will not be entitled to any extension of contract time or payment for any costs incurred as a result of being ordered to stop work for such cause.

III.A.16 Additional Terms and Conditions

The Contractor shall complete and submit with their proposal the attached Document Security

Notice Form along with the required documentation.

III.B Construction Contract Clauses

Clauses Incorporated by Reference

IIl.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 elect ronically at this address:

httb://www.acquisition.qovicomb/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 OCT 10

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper JAN 97

Activity

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 OCT 10

52.203-13 Contractor Code of Business Ethics and Conduct APR 10

52.203-14 Display of Hotline Poster(s) (Applies 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

GSA Contract No. GS-02P-11-PWC-0019 Page 16 of 23

52.204-7 Central Contractor Registration APR 08

52.204-9 Personal Identity Verification of Contractor Personnel JAN 11

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards JUL 10

52.209-6 Protecting the Government's Interest When Subcontracting with DEC 10

Contractors Debarred, Suspended, or Proposed for Debarment

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters JAN 11

Alternate 1 JAN 11

NUMBER TITLE DATE

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

52.211-12 Liquidated Damages—Construction (If Applicable) SEP 00

52.211-13 Time Extensions SEP 00

52.215-15 Pension Adjustments and Asset Reversions OCT 10

52.215-17 Waiver of Facilities Capital Cost of Money OCT 97

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other JUL 05

Than Pensions

52.219-8 Utilization of Small Business Concerns JAN 11

52.219-14 Limitations on Subcontracting DEC 96

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

52.222-3 Convict Labor JUN 03

52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation JUL 05

52.222-6 Davis-Bacon Act JUL 05

52.222-7 Withholding of Funds FEB 88

52.222-8 Payrolls and Basic Records JUN 10

52.222-9 Apprentices and Trainees' JUL 05

52.222-10 Compliance with Copeland Act Requirements FEB 88

52.222-11 Subcontracts (Labor Standards) JUL 05

GSA Contract No. GS-02P-11-PWC-0019 Page 17 of 233

52.222-12 Contract Termination—Debarment FEB 88

52.222-13 Compliance with Davis-Bacon and Related Act Regulations FEB 88

52.222-14 Disputes Concerning Labor Standards FEB 88

52.222-15 Certification of Eligibility FEB 88

52.222-21 Prohibition of Segregated Facilities FEB 99

52.222-26 Equal Opportunity MAR 07

NUMBER TITLE DATE

52.222-27 Affirmative Action Compliance Requirements for Construction FEB 99

52.222-35 Equal Opportunity for Veterans SEP 10

52.222-36 Affirmative Action for Workers with Disabilities OCT 10

52.222-37 Employment Reports Veterans SEP 10

52.222-40 Notification of Employee Rights Under the National Labor Relations Act DEC 10

52.222-50 Combating Trafficking in Persons FEB 09

52.222-54 Employment Eligibility Verification JAN 09

52.223-2 Affirmative Procurement of Biobased Products Under Service and DEC 07

Construction Contracts

52.223-3 Hazardous Material Identification and Material Safety Data JAN 97

Alternate I JUL 95

52.223-5 Pollution Prevention and Right-to-Know Information AUG 03

52.223-6 Drug-Free Workplace MAY 01

52.223-9 Estimate of Percentage of Recovered Material Content for EPA- MAY 08

Designated Products

52.223-14 Toxic Chemical Release Reporting AUG 03

52.223-15 Energy Efficiency in Energy-Consuming Products DEC 07

52.223-17 Affirmative Procurement of EPA-designated Items in Service and MAY 08

Construction Contracts

52.223-18 Contractor Policies to Ban Text Messaging While Driving SEP 10

52.225-13 Restrictions on Certain Foreign Purchases JUN 08

52.227-1 Authorization and Consent DEC 07

GSA Contract No. GS-02P-11-PWC-0019 Page 18 of 23

52.227-2 Notice and Assistance Regarding Patent and Copyright DEC 07

52.227-4 Patent Indemnity—Construction Contracts DEC 07

52.228-2 Additional Bond Security OCT 97

52.228-5 Insurance—Work on a Government Installation JAN 97

52.228-11 Pledges of Assets SEP 09

52.228-12 Prospective Subcontractor Requests for Bonds OCT 95

52.228-14 Irrevocable Letter of Credit DEC 99

52.228-15 Performance and Payment Bonds—Construction OCT 10

52.229-3 Federal, State, and Local Taxes APR 03

52.232-5 Payments under Fixed-Price Construction Contracts SEP 02

52.232-17 I n t e r e s t OCT 10

52.232-23 Assignment of Claims JAN 86

52.232-27 Prompt Payment for Construction Contracts OCT 08

52.232-33 Payment by Electronic Funds Transfer—Central Contractor Registration OCT 03

52.233-1 Disputes JUL 02

52.233-3 Protest after Award AUG 96

52.233-4 Applicable Law for Breach of Contract Claim OCT 04

52.236-1 Performance of Work by the Contractor APR 84

52.236-2 Differing Site Conditions APR 84

52.236-3 Site Investigation and Conditions Affecting the Work APR 84

52.236-5 Material and Workmanship APR 84

52236-6 Superintendence by the Contractor APR 84

52.236-7 Permits and Responsibilities NOV 91

52.236-8 Other Contracts APR 84

52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and APR 84

Improvements

52236-10 Operations and Storage Areas APR 84

52.236-11 Use and Possession Prior to Completion APR 84

52.236-12 Cleaning Up APR 84

52.236-13 Accident Prevention Alternate I NOV 91

52.236-14 Availability and Use of Utility Services APR 84

52.236-17 Layout of Work APR 84

52.236-21 Specifications and Drawings for Construction FEB 97

GSA Contract No. GS-02P-11-PWC-0019 Page 19 of 23

52.242-13 Bankruptcy JUL 95

52.242-14 Suspension of Work APR 84

52.243-4 Changes JUN 07

NUMBER TITLE

DATE

52.244-6 Subcontracts for Commercial Items DEC 10

52.245-9 Use and Charges AUG 10

52.246-12 Inspection of Construction AUG 96

52.246-21 Warranty of Construction MAR 94

52.248-3 Value Engineering—Construction OCT 10

52.249-2 Termination for Convenience of the Government (Fixed-Price)

MAY 04

Alternate 1

SEP96

52.249-10 Default (Fixed-Price Construction) APR 84

52.253-1 Computer Generated Forms JAN 91

111.B.1(c) GSA Acquisition Regulation (GSAR) clauses:

NUMBER TITLE

DATE

552.203-71 Restriction on Advertising SEP 99

552.211-72 References to Specifications in Drawings FEB 96

552.215-70 Examination of Records by GSA FEB 96

552.228-5 Government As Additional Insured MAY 09

552.229-70 Federal, State, and Local Taxes APR 84

552236-70 Definitions APR 84

552.236-71 Authorities and Limitations APR 84

552.236-74 Working Hours APR 84

552.236-75 Use of Premises APR 84

552.236-76 Measurements APR 84

552.236-77 Specifications and Drawings SEP 99

552.236-78 Shop Drawings, Coordination Drawings, and Schedules SEP 99

552.236-79 Samples APR 84

GSA Contract No. GS-02P-11-PWC-0019 Page 20 of 23

552236-80 Heat APR 84

552.236-82 Subcontracts APR 84

552.243-71 Equitable Adjustments JAN 09

552.246-72 Final inspection and Tests SEP 99

I II. B.1(d) HubZone Set-Aside

This contract is a HubZone Set-Aside; the following clause is incorporated by reference:

52.219-3 Notice of HubZone Set-Aside JAN 11

111.B.2 Clauses Incorporated In Full Text

111.B.2(a) FAR 52.209-8 Updates of Information Regarding Responsibility Matters.

(DEVIATION)(OCT 2010)

[Note: Applies if contract > $500,000 and contractor has current active federal contracts or grants with a total value greater than $10,000,000]

(a)(1) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at htto://www.ccr.qov (see 52.204-7).

(2) At the first semi-annual update on or after April 15, 2011, the Contractor shall post again any required information that the Contractor posted prior to April 15, 2011.

(b)(1) The Contractor will receive notification when the Government posts new information to the Contractor's record.

(2)The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3)Public access to information in FAPISS.

(i) Public requests for system information that was submitted prior to April 15, 2011, will be handled under the Freedom of Information Act procedures, including, where…