C101_GS11P10MKD0094_Agreement_2.17.11_FINAL.pdf

Multiple Award Construction Contract for Department of State, National Capital Region

GSA Contract No. GS-11P-10-MK-D-0094

The Agreement

C101 10/10 (REVISED 2/17/2011)

Table of Contents

I. Project Information

A. Project Summary B. The Contract C. Period of Performance D. Work Conditions/Site Requirements E. Authorized Representatives F. American Recovery and Reinvestment Act of 2009 G. Contract Liquidated Damages Rate H. Buy American Exceptions I. Statement of Work, Specifications, Drawings, Exhibits and Other Attachments

II. Prices

A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. General Terms and Conditions B. Contract Clauses

I Project Information

I.A Project Summary

I.A.1 The U.S. Department of State is located in the National Capital Region at 2201 C Street, NW, Washington, DC 20520. The Main Department of State Building and its supporting annexes are located throughout the greater Washington DC metropolitan area. Within the GSA building inventory, the Harry S. Truman (HST) Building is comprised of approximately 1.66 million net square feet of office space, of which 120,000 square feet is currently under a prospectus level renovation. The HST building is fully occupied and must remain operational throughout any construction or renovation projects, since it is a mission critical facility.

This contract will utilize multiple task orders to demolish, construct and/or renovate building spaces at the Main Department of State Building and its supporting annexes in the National Capital Region (NCR).

Due to the anticipated volume of projects scheduled from the U.S. Department of State for the next five (5) years, GSA is issuing a multiple award IDIQ construction solicitation that is set-aside for small businesses. The Construction Contractors that are selected must become familiar with the unique requirements of working in a mission critical facility while maintaining Construction Security Clearances and the manpower resources to renovate projects on time and within budget.

All projects overseen by the General Services Administration are guided by Construction Excellence objectives. In particular, the HST building and its annexes are being designed, constructed, and/or renovated to the current LEED standards. All projects for the Department of State are also designed in accordance with the HST Standards (see Attachment 5), which are periodically updated to reflect the required conditions and standards used within the facility.

I.A.2 Overview of Multiple Award Construction Contract

A multiple award construction contract (―MACC‖) is a contract awarded from a single solicitation, and may result in award to multiple contractors. This procurement consists of one solicitation with the intent to award a maximum of up to eight (8) IDIQ construction contracts to the Offeror(s) whose proposal(s), conforming to the RFP, will be most advantageous to the Government resulting in the best value, price and other factors considered.

I.B The Contract

I.B.1 The Contract consists of the SF 1442, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, and other Attachments identified herein, and each individual Task Order (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

I.B.2 The Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the Contract Documents (the Work), whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA shall pay the Contractor the price or prices established in Section II, subject to the terms and conditions set forth in this Contract.

I.B.3 Contract Type. This is an IDIQ contract with no pre-established fixed contract prices. The actual amount of work to be performed and the time of such performance will be determined by a Contracting Officer, who will issue written Task Orders to the Contractor. Award of Task Orders will be on a firm fixed price basis. This is not a requirements contract.

I.B.4 Contract Duration, Limits and Amounts

I.B.4.i Term of Contract. IDIQ contracts will be for a base year of 12 months (or less, as determined by the Contracting Officer, if the maximum contract amount is ordered by the Government).

I.B.4.ii Options. Each IDIQ contract will contain four (4) 12-month options for a total maximum contract duration of 60 months. Base and Option periods shall be of lesser duration if the maximum dollar amount per period is reached.

I.B.4.iii Task Order Limitations. Task orders are anticipated to range in value between $3,000 and $2.5 million; however contractors are not obligated to accept task orders below $3,000 under the general terms of the Contract.

I.B.4.iv Minimum Guarantee. The Government makes no representation as to the number of Task Orders or actual amount of work to be ordered; however, during the base year of the Contract only, a minimum of $2,000 is guaranteed to each awardee. Contractors are not guaranteed work in excess of the minimum guarantee.

I.C Period of Performance

I.C.1 Commencement. The Contractor shall commence performance of the Work in accordance with each individual Task Order.

I.C.2 Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, in accordance with each individual Task Order.

I.C.3 Contract 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.

I.D Work Conditions/Site Requirements

Each individual Task Order will specify the work conditions/site requirements.

I.E Authorized Representatives

I.E.1 Each Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the awarded Contractor. 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. The Procuring Contracting Officer (PCO) has overall administration of the Contract, and is responsible for each Contract in its entirety and possesses complete authority to modify the terms of the contract. NCR Contracting Officers and authorized ordering officers/individuals designated in writing will be responsible for ordering and administration of the individual Task Orders. All correspondence for the Contract shall be addressed to the PCO.

(a) Procuring Contracting Officer

Name: Chrischanda Smith, Contracting Officer Address: 301 7th Street, SW, Room 2021, Washington, DC 20407

Telephone: (202) 358-3573 Email: chrischanda.smith@gsa.gov

(b) Contracting Officer's Representative

Name: TBD Address:

Telephone:

Email:

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

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

I.F.1 The minimum guarantees during the base year of the Contract are not funded in whole or in part by ARRA.

I.F.2 Each individual Task Order will specify whether it will be funded in whole or in part by

ARRA.

I.G Contract Liquidated Damages Rate

In accordance with Paragraph III.A.11, liquidated damages shall be specified in each individual Task Order.

I.H Buy American Exceptions

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

Each individual Task Order will specify any exceptions.

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

The following documents are incorporated into this Contract.

1. Attachment 2 - Wage Determination (District of Columbia). The Government will provide other Wage Determinations (for VA and MD locations) if the Wage Determination for DC is not applicable. Wage Determinations will be provided as part of the Task Order’s Request for Proposal (RFP) documentation, if the performance of work is outside the District of Columbia.

2. C301 - Representations and Certifications

3. Attachment 4 – Goals for Minority Participation

4. Attachment 5 – Harry S Truman Building Standards

5. Attachment 6 – Department of State Building Pass Procedures for Contractors

6. Attachment 7 - Buy American Act Requirements/Clauses

The work to be acquired under this contract is to demolish, construct and/or renovate Government owned and leased space in the Department of State (HST) Building and its supporting annexes within the geographic boundaries of the GSA/National Capital Region, under Task Orders issued by Contracting Officers and Designated Ordering Officials. In addition, some orders may include the requirement to provide design-build capability in the form of, but not limited to, drawings or sketches to describe proposed repair and alteration projects and to provide descriptions or specifications for proposed materials or equipment. The Contractor(s), in these instances, will be responsible for obtaining assistance from registered professional architects or engineers or other professionals as needed or as required in the Scope of Work for a proposed order. In the event that architect-engineer services are required, the Contractor may be required to secure the services of an architect-engineer contractor to provide the following but not limited to: architectural, structural, civil, fire safety, estimating, mechanical, and electrical engineering services associated with design concepts, working drawings and specifications, shop drawings, material and related documents review.

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 in accordance with the Contract Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, indirect costs, fees, expenses, taxes, and profit.

II.A.2 Knowledge of Conditions Affecting Price

FAR 52.236-3, Site Investigations and Conditions Affecting the Work (APR 84), is incorporated by reference in this Contract. The Contractor shall be presumed to have established all prices with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

II.A.3 Unit Prices and Allowances

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 Base Contract Work. The Contractor shall only be obligated to perform unit-priced work to the extent that an Allowance has been established in an amount sufficient to compensate the Contractor for such work at the established unit prices. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is sufficient only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth within the task order in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

II.B Contract Price Forms

Price competition will be based upon the offered price for Item No. 0002 – Seed Project.

Item No.

Supplies/Service

Amount (in dollars)

Base Contract Year, 12 month period

This is an Indefinite Delivery Indefinite Quantity (IDIQ) Contract with no pre-established fixed contract prices. The actual amount of work to be performed and the time of such performance will be determined by the Contracting Officer or his/her/properly authorized representative, who will issue written Task Orders to the Contractor.

Award of the Task Orders will be on a firm-fixed price basis. A maximum order limitation of $25,000,000 is established for the Base Contract Year and (4) Option Periods, for a total of 5 years, which will serve as the Maximum/NTE for the entire contract.

$ 5,000,000 NTE

Proposed Task Order (PTO) (the "Seed Project") Suite 4228

The Contractor shall provide all labor, materials, equipment and supervision to perform construction renovation services for Suite 4228 at the Main Department of State (HST) Building per the Drawings and Specifications dated 11/29/2010 from Wisnewski Blair and Associates, Ltd.

This is a firm-fixed price line item. Contractor must submit an itemized breakdown for this project utilizing the 18 division form in Attachment 3.

Add Alternate No. 1 w/ Glass Type GL01

Add Alternate No. 2 w/ Glass Type GL02

Option Year 1, 12 month period

Option Year 2, 12 month period

Option Year 3, 12 month period

Item No.

Supplies/Service

Amount (in dollars)

Option Year 4, 12 month period

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 Task Order 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 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.A.2 Contractor Responsibilities

III.A.2(a) [Reserved]

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 in connection with performance of the Work or portions of the Work only if this responsibility is expressly stated and the Contract 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 Master Contract.

III.A.2(d) The Contractor shall be responsible for coordinating all activities of subcontractors.

This responsibility includes coordination of: preparation of shop drawings produced by different subcontractors where their work interfaces or may potentially conflict or interfere and the installation of such work; scheduling of work by subcontractors; and use of the Project site for staging and logistics.

III.A.2(e) Where installation of separate Work components as shown in the Contract Documents will result in conflict or interference between such components or with existing conditions, including allowable tolerances, it is the Contractor's responsibility to bring such conflict or interference to the attention of the Contracting Officer and seek direction before fabrication, construction, or installation of any affected work. If the Contractor fabricates, constructs, or installs any work prior to receiving such direction, the Contractor shall be responsible for all cost and time incurred to resolve or mitigate such conflict or interference.

III.A.2(f) Where drawings show work without specific routing, dimensions, locations, or position relative to other work or existing conditions, and such information is not specifically defined by reference to specifications or other information supplied in the Contract Documents, the

Contractor is responsible for routing, dimensioning, and locating such work in coordination with other work or existing conditions in a manner consistent with Contract requirements.

III.A.2(g) It is not the Contractor's responsibility to ensure that the Contract Documents comply with applicable laws, statutes, building codes and regulations. If it comes to the attention of the Contractor that any of the Contract Documents do not comply with such requirements, the Contractor shall promptly notify the Contracting Officer in writing. If the Contractor performs any of the Work prior to notifying and receiving direction from the Contracting Officer, the Contractor shall assume full responsibility for correction of such work, and any fees or penalties that may be assessed for non-compliance.

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

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

III.A.3 Contractor Management and Personnel

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

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

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

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

III.A.4 CPM Project Schedule

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

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

III.A.4(c) The Contractor understands and acknowledges that the preparation and proper management of the Project Schedule is a material component of the Work, and that the Contract price includes all costs of compliance with Project Schedule requirements.

III.A.4(d) The Project Schedule shall depict all activities necessary to complete the Work, including, as applicable, all submittal and submittal review activities, all procurement activities, and all field activities, including mobilization, construction, start-up, testing, balancing, commissioning, and punchlist. Activities shall be sufficiently detailed and limited in duration to enable proper planning and coordination of the Work, effective evaluation of the reasonableness and realism of the Project Schedule, accurate monitoring of progress, and reliable analysis of schedule impacts.

III.A.4(e) Within 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 work activities, activities on the critical path, and major constraints underlying the sequence and logic of the Project Schedule. The Contractor shall submit the Project Schedule in both electronic and hardcopy print format.

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

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

III.A.4(h) The Project Schedule shall incorporate milestone events specified in the Contract, including, as applicable, NTP, Substantial Completion, and milestones related to specified work phases and site restrictions. The Project Schedule shall also include Contractor-defined milestones to identify target dates for critical events, based upon the Contractor's chosen sequence of work.

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

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

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

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

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

III.A.5 Extensions of Time

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

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

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

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

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

III.A.6 Interpretation of Specifications and Drawings

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

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

III.A.6(b) Unless otherwise noted, the drawings shall be interpreted to provide for a complete construction, assembly, or installation of the Work, without regard to the detail with which material components are shown in the drawings.

III.A.7 Submittals

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

III.A.7(a) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract. If particular submittal requirements are not specified for a component of the Work, the Contractor shall prepare submittals for such Work as directed by the Contracting Officer.

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

III.A.7(c) The Contractor shall be entitled to receive notice of action on submittals within a reasonable time, given the volume or complexity of the submittals and the criticality of the affected activities to Substantial Completion as may be indicated in the Project Schedule. The Contractor shall not be entitled to receive notice of action on submittals containing variations from Contract requirements in less than twenty working days.

III.A.8 Substantial Completion and Contract Completion

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

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

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

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

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

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

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

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

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

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

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

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

III.A.10 Finality of Contract Modifications

As set forth elsewhere in this Contract, the Contractor is entitled to additional consideration under certain conditions, including the issuance of change orders. It is the Contractor's duty to include in proposals for equitable adjustment or other consideration all compensation to which it may be entitled, including cost and time. Unless otherwise explicitly stated in a modification to the Contract providing such consideration, adjustments to the Contract price or time agreed upon therein shall be deemed to provide all compensation to which the Contractor is entitled, and shall constitute final settlement of the Contractor's entitlement to compensation on account of the change or other condition giving rise to the modification.

III.A.11 Liquidated Damages

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.

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 general and automobile liability policies shall name ―The United States of America, acting by and through the General Services Administration,‖ and the construction manager and architect-engineer as applicable, as additional insured with respect to performance of the Contract.

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

III.A.13 Order of Precedence

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

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

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

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

(6) Exhibits and Other Attachments

III.A14 Administrative Matters

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

III.A.14(b) Schedule of Values. The Contractor shall prepare and submit for approval a detailed cost breakdown of the Contract price, to be referred to as the Schedule of Values, assigning values to each component of the Work. Values must include all direct and indirect costs, although a separate value for bond costs may be established. The Schedule of Values must contain sufficient detail to enable the Contracting Officer to evaluate applications for payment.

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

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

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

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

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

III.A.14(c)(iv) Invoices shall be submitted in an original and two (2) copies to the designated billing office specified in this Contract or in individual delivery/work orders.

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

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

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

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

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

III.A.14(c)(vi)(D) If this Contract is funded wholly or in part by the American Recovery and Reinvestment Act of 2009 (ARRA), all invoices for work components or Contract Line Items (CLINs) identified as ARRA-funded must cite the work component or CLIN to enable GSA to meet its reporting obligations under ARRA; and

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

Refer to each individual Task Order.

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

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

(i) Progress Payments: 30 days

(ii) Subsequent Subcontractor Payments: 7 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(f)(v) All workers and contractor personnel on any construction or renovation project will be required to obtain Department of State Building passes with National Agency Checks and Local Agency Checks (NAC/LAC). The Building Pass Procedures for Contractors is in Attachment 6 to this contract.

III.A.14(f)(vi) The Contractor must apply for and receive a Facility Security Clearance and Secret Level clearances for all key personnel, in order to perform work in classified areas of the buildings. The Government will sponsor the Contractors to obtain the required clearances.

Once the Contractor has obtained the necessary clearances, they will be allowed to bid on Task Orders requiring clearances.

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

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 NOT use the internet when transmitting SBU building information electronically outside of the GSA firewall and network. The Contractor shall encrypt all files onto approved physical media (See III.A.14(g)(iv) below) only with an approved NIST algorithm, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules. Encryption tools that meet FIPS 140- 2 are referenced on the NIST web page found at the following URL:

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

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

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

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

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

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

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

http://csrc.nist.gov/groups/STM/cmvp/documents/140-1/1401vend.htm http://csrc.nist.gov/groups/STM/cmvp/validation.html#02

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

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

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

III.A.15 Non-Compliance with Contract Requirements

In the event the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the 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 Task Order Issuance Procedures

III.A.16(a) General

III.A.16(a)(i) FAIR OPPORTUNITY PROCEDURES FOR MULTIPLE AWARD IDIQ CONTRACTS (per FAR 16.504(a)(4)(iv) and (vi)).

WHO MAY ORDER FROM THE CONTRACT:

The following personnel are authorized to issue contract Task Orders under this contract:

The Procuring Contracting Officer for this Contract and all warranted Contracting Officers within the General Services Administration’s, Office of Project Delivery and Office of Planning and Design Quality in the National Capital Region (NCR).

III.A.16(a)(ii) Task Orders will be awarded on a GSA Form 300. Task Orders will be placed in a sequential numbering system which relate back to the basic contract number and the assigned Proposed Task Order (―PTO‖) number.

III.A.16(a)(iii) The Government will not be obligated to reimburse the contractor for work performed, items delivered or any costs incurred, nor shall the contractor be obliged to perform, deliver, or otherwise incur costs, except as authorized by duly executed Task Orders.

III.A.16(a)(iv) Modifications to Task Orders will be issued on a Standard Form 30.

III.A.16(b) Competition

III.A.16(b)(i) Competition for issuance of Task Orders is limited to those awardees under this Contract. All awardees will be given a fair opportunity to be considered for each Task Order unless the Contracting Officer applies an exception to the fair opportunity process.