IDIQ_DB_Agree_Amend_1_2015-7-8.pdf

GSA Contract No. GS-XXP-XX-XXX-XXXX

Document: IDIQ-C101 / Aug 2014 (The Agreement) Pages 1 of 47

Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) Task Order Contract for Construction Services for the states of Iowa, Kansas, Missouri, and Nebraska (GSA, PBS Region 6)

THE AGREEMENT with Amendment 1 Changes

(The Agreement) Pages 2 of 47

Summary of Changes that are incorporated into the Agreement

Amendment 1:

Add Paragraph I.I. Places of Performance.

(The Agreement) Pages 3 of 47

I. Contract Information A. Summary B. The Contract C. Contract Duration, Limits, and Amounts D. Period of Performance E. Work Conditions/Site Requirements F. Authorized Representative G. Liquidated Damages Rate H. Buy American Exceptions I. Places of Performance

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

III. Terms and Conditions A. Commencement, Prosecution, and Completion of Work B. Contractor Responsibilities C. Contractor Management and Personnel D. Project Schedule E. Extensions of Time F. Interpretation of Specifications and Drawings G. Submittals H. Substantial Completion and Task Order Completion I. Use and Possession Prior to Substantial Completion J. Finality of Modifications K. Liquidated Damages L. Insurance Requirements M. Order of Precedence N. Task Orders O. Administrative Matters P. Non-Compliance with Contract Requirements Q. Green Product Requirements R. Additional Terms and Conditions S. Equitable Adjustments (Under SAT task orders) T. Safeguarding Sensitive Data and Information Technology Resources

IV. Contract Clauses A. Clauses Incorporated in Full Text B. Clauses Incorporated by Reference C. Subcontract Requirements

(The Agreement) Pages 4 of 47

Contract Information

I.A. Contract Summary

This is a Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) Task Order Contract for Construction Services. The scope of work performed under the task orders will primarily consist of construction, repair and alteration, and tenant finish projects for the GSA and other government agencies in occupied federally owned or leased buildings. The typical task orders may include interior and exterior finishes, landscaping, civil, mechanical, plumbing, electrical, structural, fire safety, elevators, environmental, and roofing.

I.B. The Contract

(1) The Contract consists of the SF 1442, the Agreement, Exhibits, Amendments, Modifications, and other Attachments identified herein, portions of the offeror’s proposal expressly incorporated therein, and task orders issued as a result of this agreement (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, expressed or implied, shall be admissible to contradict or modify any part of the Contract.

(2) For each task order, the Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the task order Documents (the Work), whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA will pay the Contractor the price or prices established in the task order, Section II, subject to the terms and conditions set forth in this Contract (Base IDIQ Contract). Award of task orders will be on a firm fixed price basis.

(3) The work will primarily consist of, but is not limited to: construction, repair and alteration, and tenant finish projects for the GSA and other government agencies in occupied federally owned or leased buildings. Typical task orders may include, but are not limited to: interior and exterior finishes, landscaping, civil, mechanical, plumbing, electrical, structural, fire safety, elevators, environmental, and roofing components/systems. The Government reserves the right to perform, or have performed by others, any services required within the region.

I.C. Contract Duration, Limits and Amounts

(1) Term of Contract. The Base IDIQ Contract will be for period of 1 year from the date of contract award. Task orders may be placed under this contract from date of award through the expiration date of the Contract.

(2) Optional Contract Periods.

GSAR 552.217-71 Notice Regarding Option(s) (Nov 1992) The General Services Administration (GSA) has included an option to extend the term of this contract in order to demonstrate the value it places on quality performance by providing a mechanism for continuing a contractual relationship with a successful Offeror that performs at a level which meets or exceeds GSA’s quality performance expectations as communicated to the Contractor, in writing, by the Contracting Officer or designated representative. When deciding whether to exercise the option, the Contracting Officer will consider the quality of the Contractor’s past performance under this contract in accordance with 48 CFR 517.207.

In accordance with GSAR 517.203, solicitations that include an option to extend should inform Offeror that the contract could result in a long term contractual relationship subject to

(The Agreement) Pages 5 of 47 both of the following conditions: Continuing need by GSA, and level of contract performance that at least meets GSA’s quality performance expectations.

The Government reserves the unilateral right to exercise the options to extend the term of the Contract. This Contract contains options that allow the government to extend the Base IDIQ Contract for four (4) one-year option periods.

FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000) The Government may extend the term of this contract by written notice to the contractor within the term of the contract; provided that the Government gives the contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires.

The preliminary notice does not commit the Government to an extension. If the Government exercises this option, the extended contract shall be considered to include this option clause. The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

(3) Task Order Limitations. The majority of task orders are anticipated to range in value between $150,000 and $3,000,000; however contractors are not obligated to accept task orders below $150,000 under the general terms of the Contract.

(4) Minimum Guarantee. The Government makes no representation as to the number of task orders or actual amount of work to be ordered; however, there is a minimum of $1,000 guaranteed to each awardee over the duration of the Base IDIQ Contract period. In the event a firm receives awards of less than this guaranteed minimum, the Government will reimburse the Contractor, upon request, the difference between the actual obligation and the guaranteed minimum. In order to be considered for payment the invoice request must be submitted within the first quarter during the first option year. However, if a contractor fails to submit competitive proposals on a reasonable number of task order opportunities (as determined by the GSA at their sole discretion), the contractor waives its right to the minimum guarantee.

(5) Maximum Limitation. The maximum value (total of the base and all optional periods) of each contract awarded as a result of this solicitation is $100,000,000. Refer to section IV.A.3 FAR 52.216-19 (Order Limitations) which specifies task order limitations.

I.D. Period of Performance

(1) Commencement. The Contractor shall commence performance of the Work in accordance with each individual task order.

(2) Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, in accordance with each individual task order.

(3) Contract/Task Order Completion. Unless otherwise indicated in each individual task order, the Contractor shall achieve task order Completion, as the term is defined in this Agreement, within 60 calendar days of Substantial Completion. Contract Completion occurs when all task orders issued are complete and all monies are paid to the contractor.

I.E. Work Conditions/Site Requirements

Each individual task order will specify the work conditions and/or site requirements

(The Agreement) Pages 6 of 47

I.F. Authorized Representative

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer to GSA. The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Contracting Officer Name: Christopher L. Cox Address: Two Pershing Square, 2300 Main St., Kansas City, MO 64108 Telephone: 816-926-7894 Email: christopher.cox@gsa.gov

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

(3) Any warranted Contracting Officer acting within their authority from GSA’s Regional offices may execute task orders against this contract.

I.G. Liquidated Damages Rate

In accordance with the “Liquidated Damages” clause in Section III (Terms and Conditions), liquidated damages shall be calculated at the rate specified in each task order.

I.H. Buy American Exceptions

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

Additional exceptions may be listed in individual task orders.

I.I. Places of Performance

For the purposes of this IDIQ, Region 6 comprised of Kansas, Missouri, Iowa, and Nebraska, will be the primary places of performance. GSA/PBS Regional offices bordering Region 6 will be eligible to use this contract for requirements in their region. Offerors receiving an award as a result of the solicitation will be eligible, but not required, to place offers on task order solicitations issued by another GSA/PBS Regional office, under this contract.

(The Agreement) Pages 7 of 47

II. Prices

II.A. Basis of Pricing

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

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

(3) Unit Prices and Allowances. If any portion of the task order Work is to be performed on a unit price basis, the Unit Price shall include all costs of coordinating and incorporating the unit-priced portion of the Work into the task order Work. The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Options. If any portion of the Work is to be performed upon the timely exercise of an Option in the task order, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the base task order Work. An adjustment to the task order price for such additional work shall be computed solely on the basis of the Option price or prices set forth in the task order. Unless otherwise specified, all options may be exercised within 90 days of task order award.

(5) Maximum Bid Rates. Maximum bid rates may be set at a task order level (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs consistent with the requirements, definitions, and exclusions applicable to the task order, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

(The Agreement) Pages 8 of 47

II.B Contract Price Form

Contractor

CLIN DISCIPLINE HOURLY RATE

Base Year

1 Construction Executive (CEX)

2 Planner/Estimator

3 Quality Control Manager

4 Project Manager

5 Site Superintendent

6 Safety & Health Officer

Option Year 1

7 Construction Executive (CEX)

8 Planner/Estimator

9 Quality Control Manager

10 Project Manager

11 Site Superintendent

12 Safety & Health Officer

Option Year 2

13 Construction Executive (CEX)

14 Planner/Estimator

15 Quality Control Manager

16 Project Manager

17 Site Superintendent

18 Safety & Health Officer

Option Year 3

19 Construction Executive (CEX)

20 Planner/Estimator

21 Quality Control Manager

22 Project Manager

23 Site Superintendent

24 Safety & Health Officer

Option Year 4

25 Construction Executive (CEX)

26 Planner/Estimator

27 Quality Control Manager

28 Project Manager

29 Site Superintendent

30 Safety & Health Officer

(The Agreement) Pages 9 of 47

III. Terms and Conditions

The requirements set forth in this Agreement are baseline requirements. Task orders may include additional requirements to address individual project needs. Refer to the task order for project specific requirements.

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

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

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

III.B. Contractor Responsibilities

(1) For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the contractor shall perform at least twelve (12) percent of the work.

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

(3) The Contractor shall be responsible for providing professional design services unless task order Method 1 is used or this responsibility is expressly excluded from the Contract Documents. In the performance of such work, the Contractor shall be responsible for retaining licensed design professionals, who shall sign and seal all drawings, calculations, specifications and other submittals that the licensed professional prepares. The Contractor shall be responsible for, and GSA shall be entitled to rely upon, the adequacy and completeness of all professional design services provided under this Base IDIQ Contract.

(4) 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.

(5) This Contract is intended for the sole benefit of the Parties; no person shall be deemed a third party beneficiary of this Contract. Notwithstanding the foregoing, the Contractor shall include in all subcontracts that require professional design services express terms establishing GSA as a third party beneficiary.

(6) Where installation of separate Work components as shown in the task order Documents will result in conflict or interference between such components or with existing conditions, including allowable tolerances, it is the Contractor's responsibility to bring such conflict or interference to the attention of the 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.

(7) 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

(The Agreement) Pages 10 of 47 reference to specifications or other information supplied in the task order Documents, the Contractor is responsible for routing, dimensioning, and locating such work in coordination with other work or existing conditions in a manner consistent with task order requirements.

(8) It is not the Contractor's responsibility to ensure that the task order Documents comply with applicable laws, statutes, building codes, and regulations. If it comes to the attention of the Contractor that any of the task order Documents do not comply with such requirements, the Contractor shall promptly notify the 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.

(9) 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.

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

(11) 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.

(12) The Contractor’s principal tasks may include, but are not limited to: field verification and site investigations, required testing, design services, reviewing designs, preparing cost estimates, reviewing cost estimates, providing schedules, keeping records, reporting on progress, resolving problems, conducting value engineering exercises, performing constructability reviews, submittals, coordination of all documents and requirements, promptly reporting to the Contracting Officer any ambiguities or discrepancies found in the project requirements or documents, coordination of all activities, coordination of all meetings, construction, maintaining daily logs, weekly and monthly reports, administration of all subcontracts, administration and execution of quality control plan, commissioning, performing administrative collection of sustainable design and construction-related materials and processes, construction waste recycling receipts, and other services as defined in the Contract Documents.

(13) The Contractor will conduct or assist in conducting weekly construction progress meetings.

The Contractor may be required to keep and distribute meeting minutes. The progress meetings should be held at or near the construction site.

(14) The Contractor shall be responsible for maintaining satisfactory standards of employee conduct, competency, appearance, and integrity and shall be responsible for taking such disciplinary action with respect to their employees or subcontractor’s employees as may be necessary. The Contractor is responsible for ensuring that their employees and subcontractor’s employees do not disturb papers on desks, open desk drawers or cabinets, or use Government telephones or any government equipment, (office tools, supplies, and/or materials), except as authorized by the Contracting Officers Representative or Contracting Officer.

(15) The Contractor shall assume full responsibility and liability for compliance with all applicable regulations pertaining to the health and safety of personnel during the execution of this contract and shall hold the Government harmless for any action or inaction on the

(The Agreement) Pages 11 of 47

Contractor’s part or that of his employees or subcontractors which result in illness, injury, or death. See project specific safety and health requirements in each task order.

(16) The Contractor shall comply with all applicable environmental protection requirements including all federal, state, and local laws, regulations, and standards. All environmental protection matters shall be coordinated with the ordering official. Inspection of any of the facilities operated by the contractor or work sites at which the contractor is performing work under an individual task order may be accomplished by the ordering official or his/her designated representative on a no-notice basis during normal working hours. In the event that a regulatory agency assesses a monetary fine against the Government for violations caused by Contractor negligence, the contractor shall reimburse the Government for the amount of that fine and other costs. The Contractor shall also clean up any oil and environmentally hazardous spills which result from the Contractor’s operations.

(17) The Contractor is required to have access to the Internet. All project managers or points of contact for the prime Contractor are required to have individual e-mail addresses, accessible through the Internet.

(18) The Contractor agrees that all electronic and hard copy drawings, files, photographs, renderings, blueprints, specifications, and/or other materials generated within the contract shall belong at all times to the Government and the Government reserves the right to modify and/or distribute said electronic and hard copies.

(19) The Contractor will review submittals to verify installation and use of energy-, water-, and resource-efficient systems and equipment, sustainable construction materials including renewable, bio-based content (EPA- and USDA-designated items), recyclable and recycled-content materials; materials that contribute to responsible indoor environmental quality practices; site work strategies, and demolition including recycling, salvage and reuse;

environmental remediation; the recycling process/disposal of construction waste.

(20) Enterprise electronic Project Management (e-PM) system Contractor shall utilize an e-PM system on task orders resulting from this contract. GSA’s goal is to implement this state-of-the art technology to reduce administrative and overhead costs, eliminate redundancies, and institute a collaboration tool to ensure better accountability among all project team members. This technology will provide up-to-date information, encourage disciplined methods for monitoring progress, ensure better communication regarding changes, provide improved documentation, and enable PBS executives to have real-time access to status of projects.

(21) e-PM Project Documentation If e-PM is used on the task order, the Contractor will be required to timely and accurately post, review, respond, and collaborate with other team members. The following features and/or workflow processes may be used within the ePM system:

Project Team Directory – Contractor will provide an updated directory of contact information for all companies, subcontractors and project team members who are engaged on this project.

Schedules – Contractor will post, review, and/or respond to CPM schedule updates within the ePM system.

Meeting Minutes – Contractor will enter meeting agendas, records and minutes in the system for all applicable meetings as designated by the GSA PM.

Project Correspondence – Contractor will manage and maintain all incoming and outgoing correspondence and associated logs for all correspondence related to the project.

(The Agreement) Pages 12 of 47

Budget and Cost Management – Contractor to provide estimates and work breakdown structure (WBS) to provide GSA with accurate budget/cost analysis.

Contract Management – Contractor to provide administration of all contract tasks related to the project.

Pay Applications Requests (Invoices) – Contractor will upload invoices and all supporting information to the system for review by GSA.

Progress Photos – Contractor will upload all progress photos into the system.

Permits & Approvals – Contractor will upload and maintain current copies of all permits and agency approvals that relate to the project.

Design Drawings/Design Packages – Contractor will submit design drawings and design packages into the system.

Design Review Comments – Contractor will post and/or respond to design comments related to his/her role in the project team Daily/Progress Reports – The Contractor identified in e-PM will maintain construction progress reports, daily reports/logs, and documentation of inspections.

Inspection Reports – Maintain inspection reports on materials and/or workmanship to assure compliance with all construction requirements.

Safety/Injury Reports – Maintain reports on construction contractors' compliance with current safety regulations and standards.

Punchlists – Maintain list(s) of observed defects and omissions.

Request For Information (RFI) – The system will manage the RFI process and all Request for Information shall be entered by the Contractor within the e-PM system.

Issue Tracking – Contractor to log and respond to issues that are related and affect other stakeholders within the project team.

Submittals – The system will manage the submittals and the Contractor is responsible for uploading submittal documentation and using the system to track the submittal process.

Change Management – Cost Events and Change Orders will be managed by the e-PM system and the Contractor is responsible for reporting potential changes and logging Requests for Change Orders in the system. The Contractor will also upload and manage all documentation supporting Requested Change Orders.

Shop Drawings – The Contractor will submit all shop drawings in the system for review by GSA (and the CM where applicable).

As-built Drawings and Specifications – The Contractor will use the system to record all approved specifications as well as all as-built construction documents.

GSA reserves the right to require the Contractor to upload other documentation not mentioned above that is needed to support the project.

(22) e-PM Equipment and Training The e-PM system is maintained and operated at the GSA PBS Enterprise Service Center in Chantilly, VA. Users will be provided a username and password after they have completed the HSPD-12 process. Users are able to have a waiver requested as soon as they have submitted their fingerprints as part of their NACI clearance application which can expedite the process of getting an ePM account. Additionally, users must complete a user request form and sign the rules of behavior as another requirement for access. Only one account per person which cannot be shared!

GSA will provide guidance concerning training sessions to familiarize team members with the system. All Contractor staff is expected to attend GSA sponsored training on the system’s use.

GSA does offer online training once the basic introductory training is completed. The training, training facilities, and training materials will be provided by GSA. All other costs associated with

(The Agreement) Pages 13 of 47 equipment and training is the responsibility of the Contractor. Furthermore, all Contractor team members who are actively participating on projects utilizing e-PM must have access to the proper computer equipment and software to access and utilize the e-PM system and be trained in the proper usage of said equipment and software. All workstations require a high-bandwidth Internet connection.

(23) e-PM Document Security Electronic design and construction documents stored in the e-PM system contain various levels of sensitive but unclassified (SBU) information, as defined by PBS Order 3490.2. The ability of the GSA to provide for the safety and security of persons and property under its charge and control is a major concern of the GSA. Security procedures are necessary to reduce the risk that project information will be used for dangerous and/or illegal purposes. Most email systems and FTP sites do not meet the necessary security requirements for the transmission of electronic SBU information, therefore the e-PM system will be the only acceptable means for electronically transferring SBU project information. Physical transfer of information is still acceptable.

(24) e-PM Personnel Requirements The Contractor will be required to have an adequate number of people who can complete the HSPD-12 background check process to have rights to log into the e-PM system.

(25) e-PM Data Ownership GSA shall retain ownership of all data entered into the e-PM system and shall administer and distribute all information contained therein.

(26) Sustainability GSA recognizes that it has a responsibility to increase the sustainability of the Federal government by reducing the environmental impact of its buildings, products, and services, as well as its processes and activities in its goal to achieve a Net Zero Environmental Footprint.

Executive Order 13514, Federal Leadership in Environmental, Energy, and Economic Performance, requires Federal agencies to ensure that new construction, major renovations, and repairs and alterations of Federal buildings comply with the Guiding Principles for Federal Leadership in High Performance and Sustainable Buildings. In its Strategic Sustainability Performance Plan, GSA requires the incorporation of the Guiding Principles into 100% of its design, construction, renovation, repair and alteration project requirements and contract solicitations. The Guiding Principles include: I. Employ Integrated Design Principles; II. Optimize Energy Performance; III. Protect and Conserve Water; IV. Enhance Indoor Environmental Quality; and V. Reduce the Environmental Impact of Building Materials. For more information, go to: http://www.gsa.gov/portal/content/101230.

III.C. Contractor Management and Personnel

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

(1) The Contractor shall employ sufficient management and contract administration resources, including personnel responsible for project management, field superintendence, change order administration, estimating, coordination, inspection, and quality control, to ensure the proper execution and timely completion of the Work. The Contractor shall designate a principal of the firm or other senior management official to provide executive oversight and problem resolution resources to the Project for the life of the Contract.

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

(The Agreement) Pages 14 of 47 employment on the site is otherwise deemed by the Government to be contrary to the public interest.

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

III.D. Project Schedule

(1) Unless otherwise specified in the individual task orders, the Contractor shall use a Critical Path Method ("CPM") Project Schedule to plan, coordinate, and perform the Work of each task.

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.®

(2) 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 and any task order.

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

(4) 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.

(5) 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, 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.

(6) The Contractor should anticipate that its initial submittal of the Project Schedule shall be subject to review and revision as contemplated by Paragraph (11) of this clause, and the Contractor shall devote sufficient resources for meetings, revisions, and resubmissions of the Project Schedule to address exceptions taken by the Contracting Officer to the initial submittal.

The Contractor understands and acknowledges that the purpose of the initial review and resolution of exceptions is to maximize the usefulness of the Project Schedule for the Parties during task order performance.

(7) 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 task order Completion date.

(8) The Project Schedule shall incorporate milestone events specified in the task order, including, as applicable, NTP, Substantial Completion, and milestones related to specified work phases and site restrictions. The Project Schedule shall also include Contractor-defined

(The Agreement) Pages 15 of 47 milestones to identify target dates for critical events, based upon the Contractor's chosen sequence of work.

(9) 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.

(10) 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.

(11) If at any time the Contracting Officer finds that the Project Schedule does not comply with any task order requirement, the Contractor shall, upon written notice of exceptions taken by the 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 the task order.

(12) If the Contractor fails to sufficiently address the Contracting Officer's exceptions to the Project Schedule within thirty (30) 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.

(13) 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.E. Extensions of Time

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

(1) If the Contractor requests an extension of the time for Substantial Completion, the Contractor shall base its request on analysis of time impact using the Project Schedule as its baseline, and shall propose as a new Substantial Completion date to account for the impact.

The Contractor shall submit a written request to the Contracting Officer setting forth facts and analysis in sufficient detail to enable the Contracting Officer to evaluate the Contractor's entitlement to an extension of time.

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

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

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

III.F. Interpretation of Specifications and Drawings

(The Agreement) Pages 16 of 47

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

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

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

III.G. Submittals

FAR 52.236-21, Specifications and Drawings for Construction, GSAR 552.236-78, Shop Drawings, Coordination Drawings, and Schedules, and GSAR 552.236-79, Samples are supplemented as follows for Construction task orders:

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

(2) 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 task order, 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.

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

III.H. Substantial Completion and Task Order Completion

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

(1) 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 task order obligations in accordance with the task order Documents, such that the Government may enjoy the intended access, occupancy, possession, and use of the entire Work without impairment due to incomplete or deficient work, and without interference from the Contractor's completion of remaining work or correction of deficiencies in completed work. In no event shall the Work be deemed 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 task order.

(The Agreement) Pages 17 of 47

(2) With reasonable advance notice, the Contractor shall submit to the Contracting Officer a written proposal recommending a 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.

(3) The Contractor shall only 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 after receipt of the Notice of Substantial Completion.

(4) 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.

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

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

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

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

III.I. Use and Possession Prior to Substantial Completion

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

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

III.J. Finality of Task Order Modifications

As set forth elsewhere in this Contract and in the task orders, 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 task order providing such consideration, adjustments to the task order 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.K. Liquidated Damages

FAR 52.211-12, Liquidated Damages, is supplemented as follows:

(1) The Contractor acknowledges that time is of the essence for the performance of the Work under the task orders, and that determining actual damages from delay would be extremely difficult and impractical. If the Contractor fails to achieve Substantial Completion of the Work within the time specified in the task order, the Contractor shall be liable to the Government for liquidated damages at the rate specified in the task orders for each calendar day following the required completion date that the Work is not Substantially Complete.

(The Agreement) Pages 18 of 47

(2) If the task order 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 Substantially Complete. If a single rate is specified, the specified rate shall be apportioned between the different phases or portions of the Work.

(3) If the Government elects to accept any portion of the Work not specifically designated as a phase or portion of the 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.L. Insurance Requirements

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

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $100,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $500,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

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

(3) Pollution Liability Insurance

Hazardous Material shall mean any hazardous or toxic substance or waste as defined in any environmental law, regulation, rule, ordinance, by-law, order or determination of any governmental or judicial authority at the federal, state, or local level applicable to the relevant site. It includes, but is not limited to, any petroleum or petroleum product, asbestos, polychlorinated biphenyls (PCB's), contaminated equipment, and underground and aboveground storage tanks and the contents thereof.

The contractor shall provide to GSA the scheduled insurance coverage described below, without exclusion, for liabilities arising out of the removal and transportation of hazardous materials. All insurance shall be provided to GSA by the contractor or its subcontractor performing the work and name GSA as an additional insured and certificate holder.

The coverage shall be a minimum of $1,000,000.00 per occurrence for…