Agreement_-_GS-11P-15-YM-C-0030.pdf

GSA Contract No. GS-11P-15-YM-C-0030

Document: C101-SB / March 2015 (The Agreement) Pages 1 of 36

CONSTRUCTION CONTRACT FOR USAID MOBILITY DESIGN LAB -

PHASE 2

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 Representative F. Contract Liquidated Damages Rate G. Buy American Act Exceptions H. Statement of Work, Specifications, Drawings, Exhibits and Other Attachments I. Systems Furniture Mock-Up Requirements and Specifications J. 7th Floor Construction Narrative

II. Prices

A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. Commencement, Prosecution, and Completion of Work B. Contractor Responsibilities C. Contractor Management and Personnel D. Material and Workmanship E. Project Schedule F. Extensions of Time G. Interpretation of Specifications and Drawings H. Submittals I. Government’s Right to Stop Work for Non-Compliance J. Substantial Completion and Contract Completion K. Other Contracts L. Use and Possession Prior to Substantial Completion M. Finality of Contract Modifications N. Liquidated Damages O. Insurance Requirements P. Order of Precedence Q. Administrative Matters R. Non-Compliance with Contract Requirements S. Bonds T. Options and Allowances U. Additional Terms and Conditions

IV. Contract Clauses

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

(The Agreement) Pages 2 of 36

I. Project Information

I.A. Project Summary

BUILDING DESCRIPTION

The Ronald Reagan Federal Office Building (FOB) was occupied in 1997. It is located in downtown Washington DC at 1300 Pennsylvania Avenue and is part of Federal Triangle. It rises ten stories above grade, with five stories below grade. The gross floor area is 1,563,061

sq. ft. There are several principal tenants. United States Customs and Border Protection occupies 527,601 sq. ft. of office space plus 10,571 sq. ft. of joint use space. United States

Agency for International Development (USAID) occupies 599,981 sq. ft. of office space plus

12,017 sq. ft. of joint use space. Woodrow Wilson International Center for Scholars occupies

102,042 sq. ft. of office space. GSA occupies 52,557 sq. ft. of office space.

PROJECT SUMMARY

General Services Administration (GSA) and United States Agency for International

Development (USAID) are pleased to present a Request for Proposal (RFP) for a hi-profile 7th

Floor Mobility Design Lab (MDL) interior renovation, along with the common area egress corridors including men & women restrooms for floors 2 thru 8.

The complete project will also be a LEED 2009 CI, Silver. This RFP scope of work includes the other east and west half of the 7th floor, otherwise known as Phase-II MDL Renovation near the north center of the 7th floor. These two areas are designated as area A2 is phase-1, and area

B1 is phase-II, will be divided into two area project phases, which involves extensive construction renovation of the entire office spaces.

Base Contract – Part I:

The MDL Renovation Phase-1 & II scope of work would include the following (CSI) trades, but not limited to Demolition, Metal Fabrications, Railings and Architectural Column Covers.

Architectural Millwork, Doors & Hardware, Storefront, Glazing, Interior Finishes, Drywall

Partitions, ACT, Wall Coverings, Ceramic (wall) Tile, Resilient Tile, Carpet Tile and Accessories.

Visual Displays, Wall & Door Protection, Fire Extinguishers with Cabinets and Metal Lockers.

Kitchenette Appliances, Solid Surface Counter Tops, Roller Shades, Systems Office Furniture, Demountable Partitions with Glazing. Plumbing, Fire Suppression Systems, HVAC, LEED

Commissioning (Cx), Fire Alarm, Electrical Systems, Lighting, IT/AV Equipment, Electronic

Safety and Security. The project involves continuity of operation of existing mechanical, electrical and other building systems during sequence of construction.

Base Contract – Part II:

The Men’s & Women’s Restrooms and egress Corridor Renovations for floors 2-8.

This new renovation scope of work would include the following (CSI) trades, but not limited to

Demolition, Metal Fabrications, Architectural Millwork, Doors & Hardware, Storefront, Glazing, Interior Finishes, Drywall Partitions, ACT, Wall Coverings, Ceramic (wall and floor)Tile, Resilient

Tile, Carpet Tile and Accessories, Toilet Compartments and Accessories, Wall & Door

Protection, Fire Extinguishers with Cabinets, Solid Surface Counter Tops, Plumbing, HVAC, Commissioning (Cx),, Electrical Systems and Lighting.

Both MDL Phase-I & II with the Restrooms and Corridors floors 2-8 construction renovations are within the area footprint which occupies USAID Headquarters office spaces in the Ronald

Regan Building.

(The Agreement) Pages 3 of 36

The combined office space, with common area restrooms with corridor renovation totals approximately 40,000 sf which occupies USAID headquarters office spaces in the Ronald

Regan building.

The Restrooms and Corridors interior renovations which will be divided into sequencing phases which involves extensive construction of common area restrooms and egress corridors, which will also include maintaining egress/corridor safe-passage of access to restroom facilities and stairwell exits by the direction of the Government’s Life Safety, the Construction Manager and the USAID occupants, and certain restrictions apply per the contract documents.

The project involves continuity of operation of existing mechanical, electrical and other building systems during construction.

I.B. The Contract

(1) The Contract consists of the SF 1442, the Agreement, the Statement of Work, Specifications, Drawings, Exhibits, Amendments, Modifications, 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.

(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.C. Period of Performance

(1) Commencement. The Contractor shall commence performance of the Work within 10 days after the Contractor receives the Notice to Proceed (NTP).

(2) Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, no later than 365 calendar days from issuance of Notice to Proceed (NTP).

(3) Contract Completion. The Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within 90 calendar days of Substantial Completion.

I.D. Work Conditions/Site Requirements

The RRB will be occupied throughout the project. All construction work must be scheduled and performed in a manner that will not disturb or interfere with normal tenant operations.

Access to the public areas of the Ronald Reagan Building, requires a valid photographic ID prior to starting each work day. Contactor gathering, day or weekly badging pass and scanning starts at 6:30am to 6:45am. All contractor personnel are required to be escorted at all times while inside the USAID spaces and common areas.

Normal building and construction working hours are from 7:00am to 3:30pm, except for establish Government Holidays. Noisy activities are to occur between 6:30am to 9:30am on a pre-scheduled basis. Some Restroom and Corridor Renovation work will be required to be performed after hours, at the discretion of the Government/client and in-user.

(The Agreement) Pages 4 of 36

Contractors’ construction site office is to be within the footprint limits of the project site/space.

Contractor will be able to use existing utilities and IT infrastructure at no costs. Contractor must provide their own office furniture, fixtures, and equipment necessary for work within the site office. Contractor(s) will be permitted to use USAID public restrooms.

One USAID freight elevator near the construction space is to be used for this project, to and from the loading dock. There is an adjacent GSA freight elevator available for use with 48 hours prior written notice to GSA, and will also require to be manned/operated with an escort security officer that requires prior notification as well. Common area passenger elevators are excluded for construction materials and handling use, only construction personnel traveling to/from the work space.

All trucks require off-site security FPS Mobile Truck Scanning facility prior to arriving at RRB loading dock, M-F from 5:00am to 5:00pm and Saturday’s only, 5:00am to 1:00pm. Loading Dock hours are from 6:30am to 5:30pm M-F. Coordination with USAID and GSA is required including 72 hours advance notice and written submission of approved loading dock reservation & delivery requests form(s).

Material(s) and trash debris storage must be maintained within the Construction Site.

Contractor(s) will be responsible for their Waste Management Disposal, Salvage, and Removal (must meet LEED 2009 CI, Silver Requirements). Debris removal must be removed from the construction space by means of trash wheel carts, provide cover and protection to common areas, maintain cleanliness. Large cubic yard dumpsters parked at the loading dock have to be filled and pulled/removed within the same day prior to 3:00pm.

Due to sporadic cell phone signal within the building and site/space, that Transmitter Radios for communications, and ‘Hot Spot’ 3 to 4G wireless access card is highly recommended.

I.E. Authorized Representative

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

Contracting Officer Name: Denise Avery-Craft Address: 301 7th Street, SW, Room 2021 Washington, DC 20407

Telephone: (202) 205-5742 Email: denise.avery-craft@gsa.gov

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

I.F. Liquidated Damages Rate

In accordance with the “Liquidated Damages” clause in Section III (Terms and Conditions), liquidated damages shall be calculated at the rate of $ 4,660.17 per calendar day.

I.G. Buy American Exceptions

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

I.H. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments mailto:denise.avery-craft@gsa.gov

(The Agreement) Pages 5 of 36

The following documents are incorporated by reference into this Contract.

(1) Statement of Work for Contract No. GS-11P-15-YM-C-0030, USAID Phase Two FINAL IFC Narrative, Dated 11/18/2013

(2) Specifications for Contract No. GS-11P-15-YM-C-0030, Final IFC (Issued For Construction) Submission, Dated November 18, 2013

(3) Construction Drawings for Contract No. GS-11P-15-YM-C-0030, 01-Final IFC (Issued For Construction) Dated 11/18/2013, Drawing pages G 00 01 thru TDB 02 01.

(4) Site Conditions Report for Contract No. GS-11P-15-YM-C-0030, USAID Phase Two - Survey Report dated 01.11.2013

(5) Davis Bacon Wage Determination DC01 # DC150002, Dated 3/06/2015

(6) Construction Drawings for Contract No. GS-11P-15-YM-C-0030, 01-A/E Services:

Restroom and Corridor Renovations (Issued For Construction) Dated 07/08/2014, Drawing pages G 00 01 thru E 05 01.

(7) Specifications for Contract No. for Contract No. GS-11P-15-YM-C-0030, Final IFC Submission (Issued For Construction) Dated July 28, 2014

(8) Construction Drawings for Contract No. GS-11P-15-YM-C-0030, ADDENDUM 1 (Issued For Construction) Dated 03/28/2014, Drawing pages G 00 04 thru AB 01 05.

(9) Construction Drawings for Contract No. GS-11P-15-YM-C-0030, ADDENDUM 2 (Issued For Construction) Dated 01/14/2014, Drawing pages G 00 04 thru AB 01 05.

I. Systems Furniture Mock-Up Requirements and Specifications

Once the firm is selected for award, it will be required to present a mock-up (Showroom) at the

Ronald Reagan Building, in close proximity to the loading dock and project site/space, (exact location TBD) to demonstrate compliance with the Appendix-A, Furniture Package, Basis Of

Design with practicable specifications and LEED Compliance.

Mock-Ups are required to follow as per the specifications, as well as being approved by the

USAID/GSA Project Management Team, and id to be included in the General Contractor Master

Project Schedule, Submittals and Materials Procurement Log.

Additional CSI Divisional Mock Up requirements can be found, starting in division 013300 of the IFC Specifications.

II. Prices

II.A. Basis of Pricing

(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.

(2) Knowledge of Conditions Affecting Price. FAR 52.236-3, Site Investigations and Conditions Affecting the Work, is incorporated by reference in this Contract. The Contractor shall be presumed to have established all prices with knowledge of general and local conditions

(The Agreement) Pages 6 of 36 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.

(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. The Contractor shall be obligated to perform such work in excess of a unit quantity for which an Allowance is established only if directed by the Contracting Officer in writing. The Contractor shall be bound to the unit price or prices set forth herein in all equitable adjustments for changes including unit priced work, and no markups shall be applied to such unit prices.

(4) Options. If any portion of the Work is to be performed upon the timely exercise of an Option, 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 90 days of Contract award.

(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.

(The Agreement) Pages 7 of 36

II.B. Contract Price Form

II.B.1 Price Form for Base Contract – Part I

A Firm Fixed Price (lump sum) shall be provided for all work on the enclosed SF1442 per the USAID Mobility Lab Phase 2 – Bid Documents issued by the A/E (Dated 11/18/2013) based on a 365 day construction period of performance.

II.B.1.a CONTRACT OFFER BREAKDOWN:

DIVISION LINE ITEM

OFFER ($)

Contract Requirements, General and Supplementary

Conditions, Permits, Certificates, Bonds, etc.

DIVISION 1 – GENERAL REQUIREMENTS

DIVISION 2 – EXISTING CONDITIONS

DIVISION 3 – CONCRETE

DIVISION 4 – MASONRY (NOT USED)

DIVISION 5 – METALS

DIVISION 6 – WOODS PLASTICS & COMPONENTS

DIVISION 7 – THERMAL & MOISTURE PROTECTION

DIVISION 8 – OPENINGS

DIVISION 9 – FINISHES

DIVISION 10 – SPECIALTIES

DIVISION 11 – EQUIPMENT

DIVISION 12 – FURNISHINGS

(The Agreement) Pages 8 of 36

DIVISION 13 – SPECIAL CONSTRUCTION (NOT USED)

DIVISION 14 – CONVEYING SYSTEMS (NOT USED)

DIVISION 21 – FIRE SUPPRESSION

DIVISION 22 – PLUMBING

DIVISION 23 – HVAC

DIVISION 26 – ELECTRICAL

DIVISION 27 – COMMUNICATIONS

DIVISION 28 – ELECTRIONIC SAFETY & SECURITY

BUILD-OUT OF THE OPERATIONS CENTER , “THE ATTIC”

ON 7

TH

FLOOR

Part 1 - SUM OF DIVISIONS 00-Appendix A)

(The Agreement) Pages 9 of 36

II.B.2 Price Form for Base Contract – Part 2 Public Restrooms & Corridors – Floors 2nd through 8th

A Firm Fixed Price (lump sum) shall be provided for all work on the enclosed SF1442 per the USAID Mobility Lab Phase 2 – Bid Documents issued by the A/E (Dated 7/28/2014) based on a 365 day construction period of performance.

II.B.2.a CONTRACT OFFER BREAKDOWN:

Contract Requirements, General and Supplementary

Conditions, Permits, Certificates, Bonds, etc.

GENERAL REQUIREMENTS

DIVISION 2 – EXISTING CONDITIONS

DIVISION 3 – CONCRETE

DIVISION 4 – MASONRY (NOT USED)

DIVISION 5 – METALS

DIVISION 6 – WOODS PLASTICS & COMPONENTS

DIVISION 7 – THERMAL & MOISTURE PROTECTION

DIVISION 8 – OPENINGS

DIVISION 9 – FINISHES

DIVISION 10 – SPECIALTIES

DIVISION 11 – EQUIPMENT (NOT USED)

DIVISION 12 – FURNISHINGS

(The Agreement) Pages 10 of 36

DIVISION 13 – SPECIAL CONSTRUCTION (NOT USED)

DIVISION 14 – CONVEYING SYSTEMS (NOT USED)

DIVISION 21 – FIRE SUPPRESSION

DIVISION 22 – PLUMBING

DIVISION 23 – HVAC

DIVISION 26 – ELECTRICAL

DIVISION 27 – COMMUNICATIONS (NOT USED)

DIVISION 28 – ELECT. SAFETY & SECURITY (NOT USED)

Part 2 - SUM OF DIVISIONS 00-Appendix A)

TOTAL CONTRACT OFFER (12 month): $____________________ (Sum of Divisions 0 – 33 – Part 1 + Part 2)

Additional Forward Pricing:

The Overhead Rate (Home Office) (%) and the Field Office Extended Daily Rate will be used for pricing change orders/modifications for the life of the contract.

Overhead Rate (Home Office) $ ______________________

Field Office Extended Daily Rate $ ______________________

(The Agreement) Pages 11 of 36

III. Terms and Conditions

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

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

The Contractor shall not commence the Work until the Contracting Officer has issued NTP. The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in Section III (Terms and Conditions), “Substantial Completion and Contract Completion” clause, within the time specified in Section I (Project Information), “Period of Performance” clause. 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.B. Contractor Responsibilities

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

(2) The Contractor shall be responsible for providing professional design services in connection with performance of the Work or portions of the Work only if this responsibility is expressly stated and the 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 Contract.

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

(4) Where installation of separate Work components as shown in the 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.

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

(6) 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.

(The Agreement) Pages 12 of 36

(7) 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.

(8) The Contractor must submit a safety plan before commencing work.

III.C. Contractor Management and Personnel

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

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

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

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

III.D. Material and Workmanship

All equipment, material, and articles incorporated into the Work shall be new and of the most suitable grade for the purpose intended, unless otherwise specified in this Contract. References in the specifications to equipment, material, articles, or patented processes by trade name, make, or catalog number shall be regarded as establishing a standard of quality and performance and shall not be construed as limiting competition. Unless specifically directed by the Contracting Officer, the Contractor may use any equipment, material, article, or process that is equal to that named in the specifications, so long as it is of comparable quality and meets specified characteristics, or, if no such characteristics are specified, the relevant performance characteristics of the specified item.

III.E. Project Schedule

(1) 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.®

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

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

(The Agreement) Pages 13 of 36

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

(5) Within thirty (30) days of NTP, or such other time as may be specified herein, the Contractor shall submit its Project Schedule to the Contracting Officer, together with a written narrative describing the major work activities, activities on the critical path, and major constraints underlying the sequence and logic of the Project Schedule. The Contractor shall submit the Project Schedule in both electronic and hardcopy print format.

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

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

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

(8) 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.

(9) Unless a shorter period for updates is specified elsewhere, the Contractor shall update the Project Schedule monthly to reflect its actual progress in completing the Work, and submit the updated Project Schedule to the Contracting Officer within five (5) working days of the end of each month or other specified period.

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

(11) If at any time the Contracting Officer finds that the Project Schedule does not comply with any 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.

(The Agreement) Pages 14 of 36

(12) If the Contractor fails to sufficiently address the Contracting Officer's exceptions to the Project Schedule within thirty (30) calendar days of written notice of same, the Contracting Officer may withhold retainage until the Project is Substantially Complete or until such time as the Contractor has complied with Project Schedule requirements.

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

III.F. Extensions of Time

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

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

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

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

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

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

III.G. Interpretation of Specifications and Drawings

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

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

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

III.H. Submittals

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

(1) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with 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.

(The Agreement) Pages 15 of 36

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

(3) The Contractor shall be entitled to receive notice of action on submittals within a reasonable time, given the volume or complexity of the submittals and the criticality of the affected activities to Substantial Completion as may be indicated in the Project Schedule. The Contractor shall not be entitled to receive notice of action on submittals containing variations from Contract requirements in less than twenty (20) working days.

III.I. Government’s Right to Stop Work for Non-Compliance

If the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this Contract, fails to promptly initiate action to achieve compliance within a reasonable time, the Contracting Officer shall have the right to order the Contractor to stop work under the Contract until the Contractor has complied. The Contractor shall 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. Possession of this right by the Contracting Officer shall not relieve the Contractor of its obligation to comply with the Contract, regardless of whether this right is exercised.

III.J. Substantial Completion and Contract Completion

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

(1) For the purposes of FAR 52.211-10, Commencement, Prosecution and Completion of Work, and FAR 52.211-12, Liquidated Damages (Construction), the Work shall be deemed complete when it is “Substantially Complete.” The Work shall be deemed "Substantially Complete" if and only if the Contractor has completed the Work and related 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.

(2) With reasonable advance notice, the Contractor shall submit to the Contracting Officer a written proposal recommending a Substantial Completion date (Notice of Substantial Completion). The Contracting Officer shall conduct inspections and make a determination of Substantial Completion within a reasonable time. If the Contracting Officer takes exception to the Notice of Substantial Completion, the Contractor shall be entitled to a written notice of conditions precluding determination of Substantial Completion.

(The Agreement) Pages 16 of 36

(3) The Contractor shall only be entitled to an extension of time to address such conditions if, and to the extent that, the Contracting Officer provides notice of such conditions more than thirty

(30) calendar days after receipt of the Notice of Substantial Completion.

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

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

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

(7) The Contractor shall not be entitled to final payment or release of any retainage held by the Government until after 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.K. Other Contracts

The Government may enter into other contracts to be performed at the Project site including, but not limited to, construction management services. The Contractor shall not impede site access for these other contractors and shall notify GSA immediately if the activities of other contractors interfere with performance of the Contract.

III.L. Use and Possession Prior to Substantial Completion

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

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

III.M. 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.N. Liquidated Damages

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

(1) The Contractor acknowledges that time is of the essence for the performance of the Work, 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

(The Agreement) Pages 17 of 36 rate specified in Section I (Project Information), paragraph entitled, “Liquidated Damages Rate,” for each calendar day following the required completion date that the Work is not Substantially Complete.

(2) 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.

(3) 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.O. Insurance Requirements

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

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $2,000,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $5,000,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $1,000,000 per person and $2,500,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage.

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

III.P. Order of Precedence

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

(1) Section IV of the Agreement

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

(3) The Statement of Work

(4) The Specifications

(5) The Drawings

(6) Exhibits and Other Attachments

(The Agreement) Pages 18 of 36

III.Q. Administrative Matters

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

(2) 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.

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

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

(b) The Contractor shall submit its invoices to the Contracting Officer. Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

(c) If the invoice does not meet the requirements of FAR Clause 52.232-27 (a)(2) and the requirements specified in Subparagraphs (3)(a),(d),(e),and(f) of the Administrative Matters clause, the 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.

(d) 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.

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

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

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

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

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

(iv) Additional documentation:

a) Contractor should provide Certified Payrolls at the time of monthly invoicing, per the contract schedule of values

(g) 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

(The Agreement) Pages 19 of 36 bear the original signature of the signer and must be affixed with the Contractor’s corporate seal or the seal of a Notary Public.

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

(a) Progress Payments: 14 days

(b) Subsequent Subcontractor Payments: 7 days

(5) Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at http://www.finance.gsa.gov. The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

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

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

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

(c) In addition, all such personnel who will be on site 6 months or longer must apply for and receive clearance in accordance with Homeland Security Presidential Directive 12 (HSPD- 12). See Section IV, Contract Clauses, GSAR 552.204-9.

(d) USAID SECURITY CLAUSE

The contractor/award recipient and their employees are required to comply with Homeland Security Presidential Directive – 12 before a federal credential is issued. All contractor employees and award recipients must physically present two unexpired identity source documents, one of which must be state or federal issued photo identification (ID) to USAID as part of the access badge registration and issuance process. The Office of Security will issue a Personal Identity Verification (PIV) card/Facility Access Card (FAC), as appropriate, to individual contractor/award recipient employees upon completion of the identity proofing process. The contractor/award recipient must ensure that any passes issued are returned upon termination of employment or completion of the contract, whichever occurs first.

Note: USAID/SEC requires re-issuance of said Employment Authorization(s) when it expires and/or if the contract/award is extended/renewed. The process is referred to as a "revalidation".

(7) Safeguarding and Dissemination of Sensitive But Unclassified (SBU) Building Information.

This clause applies to all recipients of SBU building information, including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

(a) Marking SBU. Contractor-generated documents that contain building information must be reviewed by GSA to identify any SBU content, before the original or any copies are disseminated to any other parties. If SBU content is identified, the Contracting Officer (CO) may direct the contractor, as specified elsewhere in this contract, to imprint or affix SBU document markings to the original documents and all copies, before any dissemination.

(b) Authorized recipients.

(i) Building information designated SBU must be protected with access strictly controlled and limited to those individuals having a legitimate business need to know such information.

Those with a need to know may include Federal, State and local government entities, and http://www.finance.gsa.gov/

(The Agreement) Pages 20 of 36 nongovernment entities engaged in the conduct of business on behalf of or with GSA.

Nongovernment entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract.