Agreement - Design Build Contract for CBP Housing Development 8-31-11.pdf

Design Build Contract - The Agreement DB101 7/11

GSA Contract No. GS-07P-11-HH-D-0019 1 of 32

FAC2005-52A/GSAM47

Design Build Contract for CBP Housing Development, Presidio, Texas

GSA Contract No. GS-07P-11-HH-D-0019

The Agreement

Table of Contents

I. Project Information

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

II. Prices

A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. General Terms and Conditions B. Contract Clauses

GSA Contract No. GS-07P-11-HH-D-0019 2 of 32

I Project Information

I.A Project Summary The General Services Administration (GSA) is seeking qualified contractors with Design Build project delivery experience to design and construct new housing in Presidio, TX, for Customs and Border Protection (CBP) as GSA's client. The project is bounded on the east by Erma Ave., the west by Cibolo Creek, and the south by existing CBP housing property. Due to the small size and isolation of the town of Presidio, CBP needs to make housing available to their personnel in order to meet its mission at this location.

The project includes (but is not limited to) the design and construction of all grading, drainage, underground utilities (water, sanitary sewer, storm drainage, gas (if required), electricity, telephone, CATV, internet), streets, and sidewalks street lighting for approximately 69 modular or stick-built housing units on 25 acres. In addition, one or more common areas consisting of green spaces, shade structures, playground equipment, picnic tables and barbeque pits will be a part of this project. There is also an optional additive alternate for a community center/training center that may be built if funding is available.

I.B The Contract I.B.1 The Contract consists of the SF 1442, the Agreement, the Statement of Work, Specifications, Drawings, 35% Design Build Bridging Documents, 100% Prototype House Design 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 design, 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 10 days after the Contractor receives the Notice to Proceed (NTP).

I.C.2 Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, no later than 235 calendar days from issuance of Notice to Proceed (NTP) for Part A ―Minimum Build‖ and ―Part A – Plus.‖

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

I.C.4 Option Periods. The contract will consist of one base year, extending one full year from the date of contract award plus two 1-year options. Upon exercise of an option period, the terms and conditions, including applicable pricing for additional work options, will be extended for the term of that option. The exercise of any option under this contract is at the sole discretion of the Government. The period of performance for Options B – G are as follows:

Part B - 70 calendar days Part C - 112 calendar days

GSA Contract No. GS-07P-11-HH-D-0019 3 of 32

Part D - 182 calendar days Part E - 182 calendar days Part F - 182 calendar days Part G - 245 calendar days

I.D Work Conditions/Site Requirements I.D.1. Work Schedule. Work will be performed from 7:00 a.m. to 6:30 p.m., Monday through Friday, with Federal holidays excluded. Contractor shall notify contracting officer, or authorized representative, in writing at least 72 hours in advance to request a deviation to established work schedule.

I.D.2. Work Restrictions. The Contractor shall keep parking lots, driveways, and public streets serving the premises clear and available to vehicles, government employees, and emergency vehicles. Contractor will follow the security guidelines issued to them as part of their contract and will coordinate work schedule in order to minimize personnel impacts. Schedule deliveries to minimize space and time requirements for storage of materials and equipment on-site.

All contractor/subcontractor personnel entering or working on this Federal property will be screened and checked for criminal history and proper immigration status.

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: Michael Jackson Address: 819 Taylor St. Rm 12B01

Fort Worth, TX 76028 Telephone: 817-978-4664 Email: Michaeld.jackson@gsa.gov

(b) Contract Specialist

Name: Cornel (Dave) Codner Address: 819 Taylor St. Rm 12B01

Fort Worth, TX 76028 Telephone: 817-978-7172 Email: Cornel.codner@gsa.gov

(c) Contracting Officer's Representative

Name: Julie Milner Address: W 6th Ave & Kipling St. Rm 111

Lakewood, CO 80225-0546 Telephone: 303-236-2950 Email: Julie.milner@gsa.gov

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

GSA Contract No. GS-07P-11-HH-D-0019 4 of 32

I.F Contract Liquidated Damages Rate In accordance with Paragraph III.A.11, liquidated damages shall be calculated at the rate of $900.00 per calendar day. The rate is calculated based upon the following estimates:

GSA Project Manager: 2.0 hrs/day x $42 = $84.00 GSA Contract Specialist: 1.0 hrs/day x $36 = $36.00 GSA Contracting Officer: 1.0 hrs/day x $43 = $43.50 GSA Contract Construction Manager: 5.0 hrs/day x $150 = $750.00

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.

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 for Contract No. GS-07P-11-HH-D-0019, Dated August 15, 2011

2. 35% Design Build Bridging Documents for Contract No. GS-07P-11-HH-D-0019, Dated

08/08/2011

3. 100% Prototype House Design

4. Wage Determinations, TX100170, Dated 03/12/2010 TX170 and TX100152, Dated

03/12/2010 TX152

II Prices

II.A Basis of Pricing II.A.1 Contract Prices All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base Contract, 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 Options If any portion of the Work is to be performed upon the timely exercise of an Option, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the Base Contract Work. An adjustment to the Contract price for such additional work shall be computed solely on the basis of the Option price or prices set forth herein. Unless otherwise specified, options for additional work may be exercised prior to expiration of the contract.

GSA Contract No. GS-07P-11-HH-D-0019 5 of 32

II.B Contract Price Form Offerors must input prices for all CLINs / ITEMS in the table below.

All prices below must be input in U.S. Dollars assuming that all CLINs will be awarded on December 1, 2011.

In other words, input prices for all CLINs / ITEMS below in ―today’s dollars‖.

Offerors must also provide an escalation or de-escalation factor that will be used to inflate or deflate the prices below for the optional Phases / Parts / CLINs. Escalation/de-escalation factor must be in percent per year to the nearest hundredth of a percent. The adjustment factor will be used by GSA to inflate or deflate the optional prices below, if and when awarded, by multiplying the escalation (or de-escalation) factor times the number of whole and fractional years that the optional subsequent CLINs are awarded after the award date for CLIN 01 – PART A.

Escalation or de-escalation rate, in percent per calendar year, that the Offeror requires for the below prices to be inflated or de-inflated for CLINs awarded after the initial contract award. Provide percent to the nearest hundredths of percent – i.e. X.XX %

CLIN ITEM PRICE

PART A – ―MINIMUM BUILD‖

Price for this item/CLIN must be less than or within the current project budget range of $13.5 million - $14.5 million for a contract to be awarded.

PART A-PLUS

Price for this item plus the price for PART A (MINIMUM BUILD) above must add up to a price that is within the current project budget range of $13.5 million - $14.5 million.

PART B

Input a price for PART B as shown in the Design Build Bridging Documents (DBBD)

PART C

Input a price for PART C as shown in the Design Build

PART D WITH well, windmill, cistern and irrigation system

GSA Contract No. GS-07P-11-HH-D-0019 6 of 32

Input a price for PART D WITH the well, windmill, cistern and irrigation system as shown in the Design Build Bridging Documents (DBBD)

PART D WITHOUT well, windmill, cistern and irrigation system

Input a price for PART D WITHOUT the well, windmill, cistern and irrigation system as shown in the Design Build Bridging Documents (DBBD)

PART E

Input a price for PART E as shown in the Design Build

PART F

Input a price for PART F as shown in the Design Build

PART G

Input a price for PART G as shown in the Design Build

Total for Base + All Options (Total Evaluated Price)

GSA Contract No. GS-07P-11-HH-D-0019 7 of 32

III Terms and Conditions

III.A General Terms and Conditions

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

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

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

III.A.2 Contractor Responsibilities

III.A.2(a) For the purposes of FAR 52.236-1, Performance of Work by the Contractor, the Contractor shall perform at least ten (10) percent of the Work.

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

III.A.2(c) The Contractor shall be responsible for providing professional design services unless this responsibility is expressly excluded from the Contract. 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 Contract.

III.A.2(d) 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.

III.A.2(e) 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(f) The Contractor shall determine whether the information contained in the Contract Documents complies 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.

GSA Contract No. GS-07P-11-HH-D-0019 8 of 32

III.A(g) The Contractor shall immediately bring to the Contracting Officer's attention any hazardous materials or conditions not disclosed in the Contract Documents discovered by or made known to the Contractor during the performance of the Contract.

III.A.2(h) In accordance with FAR 52.236-13, Accident Prevention (NOV 91) ALT I, the Contractor is responsible for safety on the Project site and must submit a safety plan before commencing work.

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

III.A.2(j) The Contractor's responsibilities include the Responsibilities of the Architect Engineer Contractor, as specified in FAR 52.236-23.

III.A.3 Contractor Management and Personnel

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

III.A.3(a) The Contractor shall employ sufficient management and contract administration resources, including personnel responsible for project management, field superintendence, change order administration, estimating, coordination, inspection, and quality control, to ensure the proper execution and timely completion of the Work. The Contractor shall designate a principal of the firm or other senior management official to provide executive oversight and problem resolution resources to the Project for the life of the Contract.

III.A.3(b) The Contractor shall employ, and require its subcontractors to employ, qualified personnel to perform the Work. The Government reserves the right to exclude, or remove from the site or building, any personnel for reasons of incompetence, carelessness, or insubordination, who violate rules and regulations concerning conduct on federal property, or whose continued employment on the site is otherwise deemed by the Government to be contrary to the public interest.

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

III.A.4 CPM Project Schedule

III.A.4(a) The Contractor shall use a Critical Path Method ("CPM") Project Schedule to plan, coordinate, and perform the Work. The Project Schedule shall be produced using widely used, commercially available computer software that is capable of generating and monitoring a CPM schedule and is compatible with Meridian Proliance.® For example, compatible software includes Microsoft Project,® Primavera SureTrak,® and Primavera Project Planner.®

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

GSA Contract No. GS-07P-11-HH-D-0019 9 of 32

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) Within thirty 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 design and construction activities. The Project Schedule may indicate construction activities in summary form prior to completion of final design documents.

The Contractor shall submit the Project Schedule in both electronic and hardcopy print format.

III.A.4(e) Within thirty days of completion of final design documents, the Contractor shall submit to the Contracting Officer a revised Project Schedule depicting all activities necessary to complete construction work activities, 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 revised Project Schedule in both electronic and hardcopy print format.

III.A.4(f) 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(g) The Contractor may revise the Project Schedule as it deems appropriate, but shall only revise prospective activities, durations and logic.

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

III.A.4(i) If at any time the Contracting Officer finds that the Project Schedule does not comply with any Contract requirement, the Contractor shall, upon written notice of exceptions taken by the Contracting Officer, revise the Project Schedule, adjust activity progress, or provide sufficient information demonstrating compliance. Regardless of whether the Contracting Officer takes any such exception, the Contractor shall not be relieved of its responsibility for the rationality, reasonableness or realism of the Project Schedule, or its responsibility to achieve Substantial Completion within the time specified by this Contract.

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

III.A.4(k) The Contracting Officer shall be entitled, but not required, to rely upon the Project Schedule to evaluate the Contractor's progress, evaluate entitlement to extensions of time, and determine the criticality or float of any activities described in such Project Schedule.

III.A.5 Extensions of Time

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

GSA Contract No. GS-07P-11-HH-D-0019 10 of 32

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

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

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

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

III.A.6 Interpretation of Specifications and Drawings

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

III.A.6(a) For the purposes of FAR 52.236-21, GSAR 552.236-77 and this clause, specifications and drawings refer only to those included among the Contract Documents, and not to those produced by the Contractor pursuant to its responsibilities under this Contract.

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

III.A.7 Submittals

III.A.7(a) The Contractor shall prepare and submit to the Contracting Officer design documents, shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") as specified in the Contract Documents.

III.A.7(b) The Contractor shall submit design documents for review in accordance with PBS- P100. GSA shall review submittals for the limited purpose of verifying that the documents conform to the design criteria expressed in the Contract Documents.

III.A.7(c) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Contracting Officer has indicated approval of the submittal. Any work or activity undertaken prior to approval shall be at the Contractor’s risk; should the Contracting Officer subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time required to comply with the Contracting Officer's determination. The Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

GSA Contract No. GS-07P-11-HH-D-0019 11 of 32

III.A.7(d) The Contractor shall direct to the Contracting Officer’s attention, in writing, all deviations or changes in resubmitted submittals. In the absence of such written notice, the Contracting Officer’s approval of a resubmission shall not include or apply to such deviations or changes.

III.A.8 Substantial Completion and Contract Completion

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

III.A.8(a) For the purposes of FAR 52.211-10, Commencement, Prosecution and Completion of Work, and FAR 52.211-12, Liquidated Damages (Construction), the Work shall be deemed complete when it is ―Substantially Complete.‖ The Work shall be deemed "Substantially Complete" if and only if the Contractor has completed the Work and related Contract obligations in accordance with the Contract Documents, such that the Government may enjoy the intended access, occupancy, possession, and use of the entire Work without impairment due to incomplete or deficient work, and without interference from the Contractor's completion of remaining work or correction of deficiencies in completed work. In no event shall the Work be deemed Substantially Complete if all fire and life safety systems are not tested and accepted by the Authority Having Jurisdiction, where such acceptance is required under the Contract.

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

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

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

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

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

III.A.8(f) Unless otherwise specifically noted, or otherwise clear from context, all references in this Contract to "acceptance" shall refer to issuance of a written determination of Substantial Completion.

III.A.8(g) The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after Contract Completion. If the Contractor does not achieve Contract Completion within the time required by this Contract, the Government shall be entitled, after providing notice to the Contractor, to complete any work remaining unfinished. The Contractor shall be liable to the Government for all costs incurred by the Government to complete such work.

GSA Contract No. GS-07P-11-HH-D-0019 12 of 32

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 Substantial 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.G 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 Substantially 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).

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.

GSA Contract No. GS-07P-11-HH-D-0019 13 of 32

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 require that the licensed design professionals it retains for the Project acquire and maintain professional liability insurance in the amount of $5,000,000 per claim and shall provide proof to the Contracting Officer.

III.A.12(c) The Contractor shall provide to the Contracting Officer proof that it is has obtained insurance required by the Contract in the form of certificates of insurance. The Contractor shall submit to the Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

Note: Corrections are required to the cancellation block in the lower right-hand corner.

The statement must read as follows: ―Should any of the policies described herein be cancelled before the expiration date thereof, the insurer affording coverage will mail 30 days written notice to the certificate holder named to the left.‖ A letter from your insurer stating they will provide a 30 day written notice will suffice in lieu of marking the certificate itself in accordance with FAR 52-228-5.

The certificate(s) should also cite the Contract Number and must name General Services Administration as additional insured.

III.13 Order of Precedence

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

1. Construction Contract Clauses (Section III.B of the Agreement)

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

3. The Statement of Work

4. The Specifications

5. The Drawings

6. Exhibits and Other Attachments

III.A14 Administrative Matters

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

GSA Contract No. GS-07P-11-HH-D-0019 14 of 32

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:

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

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

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

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

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

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

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

III.A.14(c)(v)(D) Additional documentation: Certified Payrolls.

III.A.14(c)(vi) 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.

GSA Contract No. GS-07P-11-HH-D-0019 15 of 32

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

(i) Progress Payments: 14 days

(ii) Subsequent Subcontractor Payments: 7 days

(iii) Final Payment: 30 days

III.A.14(e) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at http://www.finance.gsa.gov.

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.

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

III.A.14(f)(i) All personnel performing work under the Contract on the Project site must obtain an Enter on Duty (EOD) determination before they will be granted access to the site.

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

III.A.14(f)(iii) In addition, all such personnel who will be on site 6 months or longer must apply for and receive clearance in accordance with Homeland Security Presidential Directive 12

(HSPD-12).

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

http://www.gsa.gov/portal/category/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 (CCR) database at www.ccr.gov. If a subcontractor is not registered in the CCR and has a need to possess SBU building information, the subcontractor shall provide to the Contractor its DUNS number or its tax ID number and a copy of its business license. This clause shall not be construed to encumber the dissemination of SBU building information to public safety entities.

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 http://www.finance.gsa.gov/ http://www.gsa.gov/portal/category/26757

GSA Contract No. GS-07P-11-HH-D-0019 16 of 32

Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules. Encryption tools that meet FIPS 140-2 are referenced on the NIST web page found at the following URL:

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

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

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

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

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

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

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

III.A.14(g)(vii) The Contractor shall verify to the Contracting Officer in writing that SBU building information has been disposed of as required in of 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 http://csrc.nist.gov/groups/STM/cmvp/documents/140-1/1401vend.htm http://csrc.nist.gov/groups/STM/cmvp/validation.html#02

GSA Contract No. GS-07P-11-HH-D-0019 17 of 32

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 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 Options

The General Services Administration (GSA) has included options to purchase additional quantities of services and 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.

52.217-9 Option to Extend the Term of the Contract.

OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor prior to expiration 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.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, will not exceed three years, except in the event an option for additional quantities is exercised timely and the period of performance for the additional work extends beyond the term of the contract.

(End of clause)

GSA Contract No. GS-07P-11-HH-D-0019 18 of 32

III.A.17 Project Labor Agreement (PLA)

III.A.17(a) This Project Labor Agreement section is binding on the Contractor if the proposal selected for award was subject to PLA requirements. If the proposal selected for award was not subject to PLA requirements, this section is not binding on the Contractor.

III.A.17(b) 52.222-34 Project Labor Agreement (Alt I)(May 2010)

(a) Definitions. As used in this clause—

―Labor organization‖ means a labor organization as defined in 29 U.S.C. 152(5).

―Project labor agreement‖ means a pre-hire collective bargaining agreement with one or more labor organizations that establishes the terms and conditions of employment for a specific construction project and is an agreement described in 29 U.S.C. 158(f).

(b) Consistent with applicable law, the Contractor shall negotiate a project labor agreement with one or more labor organizations for the term of this construction contract. The Contractor shall submit an executed copy of the project labor agreement to the Contracting Officer.

(c) Consistent with applicable law, the project labor agreement reached pursuant to this clause shall—

(1) Bind the Contractor and all subcontractors engaged in construction on the construction project to comply with the project labor agreement;

(2) Allow the Contractor and all subcontractors to compete for contracts and subcontracts without regard to whether they are otherwise parties to collective bargaining agreements;

(3) Contain guarantees against strikes, lockouts, and similar job disruptions;

(4) Set forth effective, prompt, and mutually binding procedures for resolving labor disputes arising during the project labor agreement;

(5) Provide other mechanisms for labor-management cooperation on matters of mutual interest and concern, including productivity, quality of work, safety, and health; and

(6) Fully conform to all statutes, regulations, Executive orders, and agency requirements.

(d) Any project labor agreement reached pursuant to this clause does not change the terms of this contract or provide for any price adjustment by the Government.

(e) The Contractor shall maintain in a current status throughout the life of the contract the project labor agreement entered into pursuant to this clause.

(f) Subcontracts. The Contractor shall require subcontractors engaged in construction on the construction project to agree to any project labor agreement negotiated by the prime contractor pursuant to this clause, and shall include the substance of paragraphs (d) through (f) of this clause in all subcontracts with subcontractors engaged in construction on the construction project.

III.A.17(c) The requirements of 52.222-34(c) Alt 1 are supplemented as follows:

http://uscode.house.gov/

GSA Contract No. GS-07P-11-HH-D-0019 19 of 32

(1) Within 10 days following award, or such other time as agreed to by the Contracting

Officer, the Contractor shall furnish the Contracting Officer with a copy of an executed PLA that meets the requirements of this Section. The Contractor shall not be entitled to issuance of Notice to Proceed (NTP) until it has furnished a copy of an executed PLA.

(2) Notwithstanding paragraph III.A.19(c)(1), GSA reserves the right to issue a NTP without an executed PLA and to seek a reduction in the Contract Price if the Contractor provides evidence (a) of its willingness to execute a PLA meeting the minimum requirements of this Section, and (b) that the Contractor’s inability to furnish an executed PLA is the result of a signatory Labor Organization(s) failure to execute a PLA meeting such requirements. Failure to furnish an executed PLA within the time specified in paragraph (c) without such evidence shall be grounds for termination of the Contract for default.

(3) The PLA must establish wage rates applicable for the duration of the PLA, regardless of whether corresponding collective bargaining agreements expire; and

(4) The PLA shall include the following terms, or substantially identical language as approved by the Contracting Officer:

(i) "During the term of this PLA, there shall be no strikes, pickets, work stoppages, slow downs or other disruptive activity for any reason by Labor Organizations or their members, and there shall be no lock out by the Contractor or its subcontractors. The Labor Organizations agree that they shall not incite or encourage participation in any such disruptive activity and shall undertake all reasonable means to prevent or terminate it."

(ii) "This PLA supersedes the terms of any other collective bargaining agreement that may conflict or differ from the terms of this PLA."

(iii) "Deductions for Labor Organization dues, if any, by employees who are not members of Labor Organizations shall not be more than an amount necessary to cover the Labor Organization's costs of collective bargaining, contract administration,…