T10_Agreement-full_and_open_revised_1.8.15.pdf

GSA Contract No. GS-07P-15-HHD-0003

Document: IDIQ-C101 / Aug 2014 (The Agreement) Pages 1 of 34

Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) Task Order Contract for Construction Services and Design Build (over $1,000,000 per Task Order) for GSA/PBS Region 7 The Agreement

Table of Contents

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

II. Prices A. Basis of Pricing B. Task Order Maximum Hourly Rates

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. Additional Terms and Conditions

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

V. Attachments

(The Agreement) Pages 2 of 34

I. Contract Information

I.A. Contract Summary

This is a Multiple Award, Indefinite Delivery/Indefinite Quantity (IDIQ), contract for Construction and Design-Build Construction Services to support the Region 7 (Arkansas, Louisiana, New Mexico, Oklahoma, and Texas) requirements for the General Services Administration (GSA).

Construction and Design-Build services consist of interior and exterior building construction, and repair and alterations, including but not limited to electrical, carpentry, masonry, plumbing, mechanical, architectural, landscaping, storm drainage, exterior renovations, construction or demolition services, earthwork, pavement repair, and other miscellaneous civil work.

The term of the contracts will be for 5 years, with no option years. The contracts will not include pre-negotiated line item pricing. Rather, each project will be competed among the awardees of the IDIQ contract using criteria established by the ordering office (price alone, or a combination of price and technical factors).

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.

I.C. Contract Duration, Limits and Amounts

(1) Term of Contract. The IDIQ contract will be for period of 5 years 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) Extension of Services. The Government may require continued performance of any services within the limits and at the rates specified in the contract. The rates for the extended period will be the same as the immediately preceding contract period (the Fifth 12-month period). An extension of services up to six (6) months may be accomplished through a bilateral modification to the contract, issued at least 30 days prior to contract expiration.

(3) Task Order Limitations. Task orders are anticipated to range in value between $1 million and $80 million; however contractors are not obligated to accept task orders below $1 million 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 Contract. Contractors are not guaranteed work in excess of the minimum guarantee.

(The Agreement) Pages 3 of 34

(5) Maximum Limitation. The aggregate value of $500,000,000 will be shared by all awardees and serve as the maximum value (not to exceed amount) for the entire multiple award contract group. If this is a multiple award, the aggregate value will be shared by all awardees.

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 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 30 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

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: Zachary Rich Address: 819 Taylor Street, RM 12B-392

Fort Worth, TX 76102 Telephone: 817-403-9287 Email: zachary.rich@gsa.gov

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

(3) Each task order will be issued by a warranted GSA ordering official.

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

The technical specifications, Statements of Work, drawings and other technical documents associated with each task order will be issued at the time of issuance of individual task orders.

Each task order under this contract will be different and therefore specifications and requirements will be unique to each task order.

(The Agreement) Pages 4 of 34

General specifications associated with the base IDIQ contract (Division One Specifications FY15 Update) are attached for reference. The GSA design specification P-100 (Facilities Standards for the Public Buildings Service, found at http://www.gsa.gov/portal/content/187611) is attached by reference.

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) Negotiated Hourly Rates. This contract includes negotiated Hourly Rates for the labor categories in Table 1.

(The Agreement) Pages 5 of 34

II.B. Negotiated Hourly Rates

Name and address of Offeror:__________________________________________

TIN:_________________________

DUNS:_______________________

Table 1

If a bilateral modification to extend services up to six (6) months is issued, the rates for the extended period will be the same as the immediately preceding contract period (the fifth 12-month period, above).

The above Hourly Rates shall be unburdened rates.

LABOR

CATEGORY

First 12-mo period after award (Unburdened Hourly Rate)

Second 12-mo period after award (Unburdened Hourly Rate)

Third 12-mo period after award (Unburdened Hourly Rate)

Fourth 12-mo period after award (Unburdened Hourly Rate)

Fifth 12-mo period after award (Unburdened Hourly Rate)

On-site Superintendent

Sr. Project Manager

Sr.

Construction Project Manager

Sr. Architect $ $ $ $ $ Architect $ $ $ $ $ Sr. Mechanical Engineer

Sr. Electrical Engineer

Sr. Structural Engineer

Sr. Civil Engineer

Cost Estimator $ $ $ $ $ Sr. Fire Protection Engineer

Elevator Consultant

In-House Scheduler

(The Agreement) Pages 6 of 34

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 Task Order Contracting Officer has issued the Task Order Notice to Proceed (NTP). The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in Section III (Terms and Conditions), “Substantial Completion and Task Order Completion” clause, within the time specified in Section I (Contract Information), “Period of Performance” clause in the Task Order Agreement. If the Task Order specifies different completion dates for different phases or portions of the Work, the Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of such phases or portions of the Work within the times specified.

III.B. Contractor Responsibilities

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

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

(3) 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.

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

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

(The Agreement) Pages 7 of 34

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

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

(8) 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.

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 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

(The Agreement) Pages 8 of 34 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 Task Order 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 Task Order Contracting Officer to the initial submittal. The Contractor understands and acknowledges that the purpose of the initial review and resolution of exceptions is to maximize the usefulness of the Project Schedule for the Parties during Task Order performance.

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

(12) If the Contractor fails to sufficiently address the Task Order Contracting Officer's exceptions to the Project Schedule within thirty (30) calendar days of written notice of same, the

(The Agreement) Pages 9 of 34

Task Order Contracting Officer may withhold retainage until the Project is Substantially Complete or until such time as the Contractor has complied with Project Schedule requirements.

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

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 Task Order Contracting Officer setting forth facts and analysis in sufficient detail to enable the Task Order Contracting Officer to evaluate the Contractor's entitlement to an extension of time.

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

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

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

III.F. Interpretation of Specifications and Drawings

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

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

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

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

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

(The Agreement) Pages 10 of 34 should the Task Order Contracting Officer subsequently determine that the work or activity does not comply with the Task Order, the Contractor shall be responsible for all cost and time required to comply with the Task Order Contracting Officer's determination. The Task Order Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

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

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), GSAR 552.270-4(l) Definitions, 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.

(2) With reasonable advance notice, the Contractor shall submit to the Task Order Contracting Officer a written proposal recommending a Substantial Completion date (Notice of Substantial Completion). The Task Order Contracting Officer and/or his/her representative shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the Task Order 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 Task Order 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 Task Order 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

(The Agreement) Pages 11 of 34 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 Section I (Project Information), paragraph entitled, “Liquidated Damages Rate,” in the Task Orders for each calendar day following the required completion date that the Work is not Substantially Complete.

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

(The Agreement) Pages 12 of 34

(b) 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.

(c) 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.

(2) The Contractor shall promptly provide to the IDIQ 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 IDIQ Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.M. Order of Precedence

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

(1) Section IV of the IDIQ Agreement

(2) Sections I, II, and III of the IDIQ Agreement

(3) Task Order Clauses (within the Task Order Agreement)

(4) Other Provisions of the Task Order Agreement (within the Task Order Agreement)

(5) The Statement of Work (Task Order)

(6) The Specifications (Task Order)

(7) The Drawings (Task Order)

(8) Exhibits and Other Attachments (Task Order)

III.N. Task Orders

(1) Fair Opportunity. In accordance with FAR 16.505(b), all awardees will be given the opportunity to compete for Task Orders as projects are identified over the life of their respective Contract.

(2) Task Order Participation. Awardees may elect not to compete on projects for which they have been afforded the opportunity. If a contractor does not respond with a competitive proposal on a reasonable number of Task Order requests, then (a) the Contractor waives its right to the minimum guarantee (b) the Contractor acknowledges that it may contribute negatively to the contract performance evaluation and (c) the Task Order Contracting Officer may determine that it is in the best interest of the Government to terminate the Contractor for convenience.

(3) Task Order Ordering. Procedures for award of individual competitive Task Orders are in accordance with FAR 52.216-18, FAR 52.216-19, FAR 52.216-22, and the Contract Documents.

Pursuant to FAR 16.505, the ordering official may exercise broad discretion in developing appropriate order placement procedures. The government reserves the right to determine evaluation factors for each individual Task Order. In addition to price, the Government may, at its discretion, consider such factors as including but not limited to quality of past work, similar experience, qualifications of the proposed key personnel, or other factors that the Contracting Officer, in the exercise of sound business judgment, believes relevant in the placement of

(The Agreement) Pages 13 of 34 orders. The government reserves the right to award future task orders on the basis of best value or lowest price, as specified in each individual task order.

Each task order will be solicited using the standard Request for Proposal (RFP) format consisting of the solicitation requirements and the Task Order Agreement document.

Performance of work on the Task Orders will only commence upon receipt of NTP. Task Orders under this Contract shall be ordered on GSA Form 300, by a designated warranted ordering official.

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

(a) Date of order;

(b) Contract and task order number;

(c) Appropriation and accounting data;

(d) Description of the services to be performed;

(e) Place of performance;

(f) Period of time in which the services are to be performed;

(g) List of Government-furnished material and the estimated value thereof, if applicable;

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

(i) Other pertinent information such as drawings, sketches, and scope of work as appropriate; and,

(j) Signature of warranted ordering official.

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

The Contractor shall be presumed to have established all prices for Task Orders with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

Contractors are urged and expected to inspect the site where the work will be performed and Tasks Orders will provide instructions on how and when visits can be conducted.

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

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

(7) Bid Guarantees. Bid Guarantees are required to be submitted with Task Order offers in accordance with FAR 52.228-1 Bid Guarantee.

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

(a) A Performance Bond with a penal amount of 100% of the original Task Order price.

If the Task Order price increases, an additional amount equal to 100% of the increase may be required.

(b) A Payment Bond with an amount equal to 100% of the original Task Order price. If the Task Order price increases, an additional amount equal to 100% of the increase may be required. The amount of the Payment Bond must be no less than the amount of the Performance Bond.

As prescribed in FAR 28.204-3, an Irrevocable Letter of Credit is acceptable for all types of bonds, if all provisions of FAR 28.204-3 and FAR 52.228-14 are met. FAR 52.228-14 requires a specific format for the Irrevocable Letter of Credit and the letter from the Financial Institution confirming an Irrevocable Letter of Credit.

(9) Alternative Payment Protections. If a task order is between $30,000 - $150,000 payment protections in accordance to FAR 52.228-13, Alternative Payment Protections, may be required.

This payment protection may be a Payment Bond, an Irrevocable Letter of Credit or other type of protection as authorized by FAR 28.102-1(b) and specified in the individual Task Order.

(10) Construction Wage Rate Requirements. Each Task Order will contain current construction wage rate requirements that apply to the geographical area in which the work is being completed. Refer to FAR 52.222-5, FAR 52.222-6, and FAR 52.222-99 concerning Construction Wage Rate Requirements (formerly referred to as Davis Bacon Act requirements).

(11) Task Order Options. Task orders that result from this Contract may include options for additional services, as authorized by GSAM 517.200(a)(1).

III.O. Administrative Matters

The following applies to any Task Order issued as a result of this contract:

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

(2) Schedule of Values. The Contractor shall prepare and submit for approval a detailed cost breakdown of the Task Order price, to be referred to as the Schedule of Values, 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 Task Order Contracting Officer to evaluate applications for payment. If this Task Order requires that the Project Schedule be cost loaded, the Schedule of Values will be derived from the Project Schedule.

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

(a) 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.

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(b) The Contractor shall submit its invoices to the Designated Billing Office in the Task Order. Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

(c) If the invoice does not meet the requirements of FAR Clause 52.232-27 (a)(2) and the requirements specified in Subparagraphs (3)(a),(d),(e),and(f) of the Administrative Matters clause, the Task Order Contracting Officer may be return the invoice to the Contractor without payment for correction. If the Task Order Contracting Officer disputes the requested payment amount, the Government may pay the portion of the requested payment that is undisputed.

(d) Invoices shall be submitted to the designated billing office as specified in individual Task orders.

(e) Invoices must include the Account Document Number (ADN) assigned at Task Order award.

(f) The Contractor shall submit the following information or documentation with each invoice:

(i) GSA Form 184A and/or 184B - Construction Progress Report (Construction Phases Only) or AIA Form G702, including the updated Schedule of Values upon which the payment request is based;

(ii) GSA Form 2419 - Certification of Progress Payments Under Fixed-Price Construction Contract;

(iii) The payment terms that apply for the particular services rendered;

(iv) Additional documentation: Certified Weekly Payroll Records.

(g) GSA will not be obligated to issue final payment for any Task Order unless the Contractor has furnished to the Task Order Contracting Officer a release of claims against the Government relating to the Task Order, and submitted all required product warranties, as-built drawings, operating manuals, and other items as specified in the Task Order. 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.

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

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(5) 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.

(6) Security Clearances. Contractor shall comply with the following requirements pertaining to security clearances:

(a) 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.

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

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(c) 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). See Section IV, Contract Clauses, GSAR 552.204-9.

(7) 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:

(a) 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 Task Order Contracting Officer may direct the Contractor to imprint or affix SBU document markings to the original documents and all copies prior to dissemination.

(b) 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 System for Award Management (SAM) database via https://www.sam.gov. If a subcontractor is not registered in the SAM 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.

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

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

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

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

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

(d) 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.

(e) 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 Task Order Contracting Officer. The Task Order Contracting Officer may withhold final payment until the lists are received.

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(f) This Contract requires that the Contractor retain beyond the period of performance certain records that may…