ARRA.8(a)_DB_Competitive_Agreement_GS11P10YAC0089.doc

The Agreement – Section III

Form DB101 06/09

8(a) Design Build Contract for High Performance Green Buildings GSA Solicitation No. GS-11P-10-YA-C-0089 The Agreement

Table of Contents

I.

Project Information

A.

Project Summary

B.

The Contract

C.

Period of Performance

D.

Work Conditions/Site Requirements

E.

Authorized Representatives

F.

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

Basis of Pricing

Contract Price Form

III.

Terms and Conditions

General Terms and Conditions

Contract Clauses I Project Information I.A Project Summary

The U.S. General Services Administration submitted a plan to the United States Congress on March 31, 2009 (rev) detailing how it will expend the $5.55 billion authorized by the American Recovery and Reinvestment Act ("Recovery Act"), including a number of high-performance green building limited scope projects in the National Capital Region (“NCR”). The scopes of work for the high performance green building projects are generally described as follows:

Building Tune-up (T): Projects of this type will reduce energy demand, reduce operation and maintenance costs, improve building system control, and occupant comfort. This work has the greatest initial impact on energy consumption per investment dollar. Work may also include hardware and software upgrades to the building control systems or replacing the existing Building Automation Software systems. These building tune-ups include many small-cost, high-impact changes to motors, sensors, and equipment. Data input devices such as advanced utility meters and meteorological instrumentation may also be included in these projects.

Lighting Replacement (L): Projects of this type involve a high-performance lighting replacement to decrease energy consumption and cost while improving working conditions and productivity for building occupants. In most cases, it is expected that the work will not require re-location of people working in the building. The project may include the following:

· Highly efficient overhead lighting fixtures;

· Lower overhead lighting intensity supplemented with task lighting to create better lighting levels at the work surface;

· Dimming fluorescent ballasts for all perimeter areas with windows, so that lights will dim as incoming daylight supplies more of the required light level, and occupancy sensors throughout;

· LED lighting in some special applications, such as parking garages, fire exit signage;

· Stairwell lighting with new sensors & reduced 24/7 requirements;

· More user controls; and,

· Central on-off lighting control through the building energy management control system.

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 (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

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

1.B.3 Contract Type. This is a firm-fixed price contract.

I.C Period of Performance

I.C.1 Commencement. The Contractor shall commence performance of the Work within 10 days of issuance of a Notice to Proceed.

I.C.2 Substantial Completion. The Contractor shall achieve Substantial Completion of the Work within 420 calendar days for the EPA building from the Notice To Proceed (NTP).

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

I.D Work Conditions/Site Requirements

Please refer to the Statement of Work, which is attached hereto.

I.E Authorized Representatives

I.E.1 The following individuals are designated as the authorized GSA representatives under this Contract. The Contracting Officer (CO) has overall administration of the basic contract, and is responsible for the contract in its entirety and possesses complete authority to modify the terms of the Contract. All correspondence for the basic contract shall be addressed to the CO.

(a) Contracting Officer

National Capital Region

1100 Pennsylvania Avenue, NW, Suite 316 Washington, DC 20004

(b) Contracting Officer's Representative

National Capital Region

1100 Pennsylvania Avenue, NW, Suite 316

Washington, DC 20004

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)

This Contract is funded in whole or in part by ARRA.

I.G Contract Liquidated Damages Rate

None ($0.00)

Please refer to the Statement of Work, which is attached hereto.

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:

None I.I Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments *Drawings can be found at ROB and prospective bidder needs to notify the Contracting Officer to access Plan Room at ROB.

The following documents are incorporated by reference into this Contract.

1.

Wage Determinations 2.

Representations and Certifications

3.

Statement of Work

II

Prices

II.A

Basis of Pricing

II.A.1

Contract Prices

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

II.A.2

Knowledge of Conditions Affecting Price

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

II.A.3

Unit Prices and Allowances

If any portion of the 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 herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

II.A.4

Options

If any portion of the Work is to be performed upon the timely exercise of an Option, the Option Price shall include all costs of coordinating and incorporating the Option-priced portion of the Work into the Base Contract Work. An adjustment to the Contract price for such additional work shall be computed solely on the basis of the Option price or prices set forth herein. Unless otherwise specified, all options may be exercised within 120 days of Contract award.

II.A.5

Bid Rates If this Contract includes Bid Rates to be used in determination of equitable adjustments (e.g., overhead, profit, daily rates for time-related costs), such rates shall be deemed to include all costs recoverable as components of an equitable adjustment consistent with the requirements, definitions, and exclusions applicable to equitable adjustments set forth in this Contract, and consistent with the Contractor's cost accounting practices. Unless otherwise specified, the bid rates shall be deemed to include only the Contractor's costs, and not the costs of any subcontractors.

II.B

Contract Price Form The Contractor shall provide firm-fixed prices for the base contract as well as for each option. Please refer to the Statement of Work for the breakdown of base contract versus options. The following table is provided as a sample. Please note that there may not be the exact same number of Line Items or Options in the Statement of Work as indicated below.

III

Terms and Conditions

III.A

General Terms and Conditions

III.A.1

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

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

III.A.2

Contractor Responsibilities

III.A.2(a) 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 the performance of such work, the Contractor shall be responsible for retaining licensed design professionals, who shall sign and seal all drawings, calculations, specifications and other submittals that the licensed professional prepares. The Contractor shall be responsible for, and GSA shall be entitled to rely upon, the adequacy and completeness of all professional design services provided under this Contract.

III.A.2(d) This Contract is intended for the sole benefit of the Parties; no person shall be deemed a third party beneficiary of this Contract. Notwithstanding the foregoing, the Contractor shall include in all subcontracts that require professional design services express terms establishing GSA as a third party beneficiary.

III.A.2(e) The Contractor shall be responsible for coordinating all activities of subcontractors. This responsibility includes coordination of: preparation of shop drawings produced by different subcontractors where their work interfaces or may potentially conflict or interfere, and the installation of such work; scheduling of work by subcontractors; and use of the Project site for staging and logistics.

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

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

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

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

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

III.A.3

Contractor Management and Personnel

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

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

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

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

III.A.4

CPM Project Schedule III.A.4(a) The Contractor shall use a Critical Path Method ("CPM") Project Schedule to plan, coordinate, and perform the Work. The Project Schedule shall be produced using widely used, commercially available computer software that is capable of generating and monitoring a CPM schedule and is compatible with Meridian Proliance.® For example, compatible software includes Microsoft Project,® Primavera SureTrak,® and Primavera Project Planner.® III.A.4(b) The Project Schedule shall be a rational, reasonable and realistic plan for completing the Work, and conform to requirements specified in this clause and elsewhere in this Contract.

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

III.A.4(d) Within thirty days of NTP, or such other time as may be specified herein, the Contractor shall submit its Project Schedule to the Contracting Officer, together with a written narrative describing the major design and construction activities. The Project Schedule may indicate construction activities in summary form prior to completion of final design documents. The Contractor shall submit the Project Schedule in both electronic and hardcopy print format.

III.A.4(e) Within thirty days of completion of final design documents, the Contractor shall submit to the Contracting Officer a revised Project Schedule depicting all activities necessary to complete construction work activities, together with a written narrative describing the major work activities, activities on the critical path, and major constraints underlying the sequence and logic of the Project Schedule. The Contractor shall submit the revised Project Schedule in both electronic and hardcopy print format.

III.A.4(f) Activities shall be sufficiently detailed and limited in duration to enable proper planning and coordination of the Work, effective evaluation of the reasonableness and realism of the Project Schedule, accurate monitoring of progress, and reliable analysis of schedule impacts.

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

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

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

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

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

III.A.5

Extensions of Time

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

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

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

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

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

III.A.6

Interpretation of Specifications and Drawings

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

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

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

III.A.7

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

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

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

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

III.A.8

Substantial Completion and Contract Completion

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

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

III.A.8(b) At the appropriate time, the Contractor shall submit to the Contracting Officer a written notice specifying a proposed Substantial Completion date (Notice of Substantial Completion). The Contracting Officer shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the Contracting Officer takes exception to the Notice of Substantial Completion, the Contractor shall be entitled to a written notice of conditions precluding determination of Substantial Completion.

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

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

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

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

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

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

III.A.12(d) 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.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. 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 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.

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)(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: 14 days

(ii) Subsequent Subcontractor Payments: 7 days

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

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

http://www.gsa.gov/Portal/gsa/ep/contentView.do?contentType=GSA_BASIC&contentId=25562&noc=T III.A.14(f) 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(f)(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(f)(ii) The Contractor shall protect SBU building information by strictly limiting access to those individuals having a need to know such information acting on behalf of Federal, State, and local government entities, nongovernment entities engaged in the conduct of business on behalf of or with GSA, and firms currently registered as “active” in the Central Contractor Registration (CCR) database at www.ccr.gov. If a subcontractor is not registered in the CCR and has a need to possess SBU building information, the subcontractor shall provide to the Contractor its DUNS number or its tax ID number and a copy of its business license. This clause shall not be construed to encumber the dissemination of SBU building information to public safety entities.

III.A.14(f)(iii) The Contractor shall use session or file encryption when transmitting SBU building information electronically outside of the GSA firewall and network. The Contractor shall encrypt sessions or files with an approved NIST algorithm, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (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(f)(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(f)(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(f)(vi) This Contract requires that the Contractor retain beyond the period of performance certain records that may contain SBU building information. With the exception of such records, upon completion of the Work, the Contractor shall either destroy all records containing SBU building information or return them to the Contracting Officer, as directed by the Contracting Officer. The Contractor shall destroy electronically stored SBU building information by deleting it or otherwise rendering it unreadable and incapable of being restored, in accordance with guidelines provided for media sanitization within Appendix A of NIST Special Publication 800-88, Guidelines for Media Sanitization, available at http://csrc.nist.gov/publications/nistpubs/800-88/NISTSP800-88_rev1.pdf. Examples of acceptable destruction methods for SBU building information are: burning or shredding hardcopies; physically destroying portable electronic storage devices; deleting and removing files from electronic recycling bins; and removing material from computer and hard drives using a permanent-erase utility such as bit-wiping software or disk crushers.

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

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

III.B

Design Build Contract Clauses

III.B.1

Clauses Incorporated by Reference

III.B.1(a) FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The full text of a clause may also be accessed electronically at this address:

http://www.acquisition.gov/comp/far/index.html III.B.1(b) Federal Acquisition Regulation (FAR) clauses:

JAN 97

DEC 07

SEP 06

JUL 05

JUL 05

SEP 06

SEP 05

DEC 07

MAY 08

MAY 08

OCT 03

APR 84

III.B.1(b) GSA Acquisition Regulation (GSAR) clauses:

DATE

III.B.1(c) ARRA Requirements:

III.B.2

Clauses Incorporated In Full Text

III.B.2(a) FAR 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 04)

(a) Definition. As used in this clause—

“United States” means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

(b) Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)).

Notice to Employees

Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees.