Volume_I_IDIQ_Agreement_Above_$150k_DRAFT.pdf

General Services Administration Public Building Service, Region 1 New England

Solicitation GS-01P-18-BZ-D-XXXX IDIQ Construction Services for GSA-Owned and -Leased

March XX, 2018 Pages 1 of 37 (The Agreement)

SOLICITATION NUMBER: GS-01P-18-BZ-D-XXXX

SERVICE: Multiple Award, Indefinite Delivery/Indefinite Quantity (IDIQ) Contract for Construction Services Above $150,000.00 for GSA-Owned and -Leased Federal Facilities in the PBS Region 1, New England Geographical Area

LOCATION(S): Multiple

PERIOD OF PERFORMANCE: One (1) Base and Four (4) Option Years

SOLICITATION ISSUE DATE: March X, 2018

QUESTIONS: The final submission date for questions is March XX, 2018, 2:00 PM. Questions must be sent via email to Kara Canty at kara.canty@gsa.gov

OFFER RECEIPT DATE/TIME: April 2, 2018, 2:00 PM, Local Time

THIS PROCUREMENT IS A 100% SMALL BUSINESS SET-ASIDE

The General Services Administration (GSA) is setting aside this contract under the following clause found in the Agreement: FAR 52.219-6 (“Notice of Total Small Business Set Aside”)

Volume 1 of 4: The Agreement

THE INFORMATION COLLECTION REQUIREMENTS CONTAINED IN THIS SOLICITATION /

CONTRACT THAT ARE NOT REQUIRED BY REGULATION HAVE BEEN APPROVED BY

THE OFFICE OF MANAGEMENT AND BUDGET PURSUANT TO THE PAPERWORK

REDUCTION ACT AND ASSIGNED OMB CONTROL NO. 3990-0163.

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Table of Contents

I. Project Information A. Contract and Project Summary B. The Contract C. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments D. Period of Performance E. Contract Values F. Geographic Areas G. Task Orders H. Payment and Performance Bonds I. Work Conditions/Site Requirements J. Authorized Representative K. Buy American Exceptions

II. Prices A. Contract Pricing B. Contract Price Form (Attachment B)

III.Terms and Conditions

A. Commencement, Prosecution, and Completion of Work

B. Contractor Responsibilities

C. Contractor Management and Personnel

D. Extensions of Time

E. Interpretation of Specifications and Drawings

F. Submittals

G. Substantial Completion and Contract Completion

H. Use and Possession Prior to Substantial Completion

I. Finality of Contract Modifications

J. Liquidated Damages

K. Insurance Requirements

L. Order of Precedence

M. Administrative Matters

N. Non-Compliance with Contract Requirements

O. Safeguarding Sensitive Data and Information Technology Resources

P. Working Hours Q. Electronic Project Management (ePM) R. Vendor Past Performance System S. Additional Terms and Conditions

IV. Contract Clauses

A. Clauses Incorporated in Full Text B. Clauses Incorporated by Reference

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I. Project Information

I.A. Contract and Project Summary

This is an Indefinite Delivery/Indefinite Quantity Job Order Construction Contract. The intent is to award a minimum of nine (9) separate single awards with each geographic area having three

(3) assigned awardees.

Maine, New Hampshire

Boston Metro, Eastern Massachusetts, Rhode Island

Vermont, Connecticut, Western Massachusetts

The work will be performed when authorized by properly executed Task Orders which will be issued from time to time for various quantities and types of work provided for in this contract.

This authorized work shall be performed only at Government-owned buildings and/ or

Government-leased space where GSA has either repair responsibility or authority. This Contract involves a Base Year and Four (4) One (1) Year Options. The North American Industry

Classification (NAICS) Code for this project is: 236220, size standard $36.5 million.

The scope of work for the projects executed by Task Orders under the Contract include various construction improvements requiring the contractor to furnish all the necessary supervision, labor, parts, tools, materials, equipment, etc., (except as may otherwise be provided for in the specifications).

I.B. The Contract

(1) The Contract consists of the SF 1442 & Supplement, the Agreement, 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. Other Attachments

See Volume 2 of 4 for a complete list of Attachments, which are incorporated by reference into this Contract.

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March XX, 2018 Pages 4 of 37

I.D. Period of Performance

The period of performance for this contract will be a one (1) year base period with four (4) one year option periods, which may be exercised at the discretion of the Government.

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.

(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

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March XX, 2018 Pages 5 of 37 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.

I.D.1. Optional Contract Periods

GSAR 552.217-71, Notice Regarding Option(s) (Nov 1992)

The GSA has included an option to extend the term of this contract in order to demonstrate the value it places on quality performance by providing a mechanism for continuing a contractual relationship with a successful Offeror that performs at a level which meets or exceeds GSA’s quality performance expectations as communicated to the Contractor, in writing, by the

Contracting Officer or designated representative. When deciding whether to exercise the option, the Contracting Officer will consider the quality of the Contractor’s past performance under this contract in accordance with 48 CFR 517.207.

In accordance with GSAR 517.203, solicitations that include an option to extend should inform

Offeror that the contract could result in a long term contractual relationship subject to both of the following conditions: Continuing need by GSA, and level of contract performance that at least meets GSA’s quality performance expectations.

The Government reserves the unilateral right to exercise the options to extend the term of the

Contract. This Contract contains options that allow the government to extend the Contract for four (4) one-year option periods.

I.D.2. Option to Extend the Contract

FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

The Government may extend the term of this contract by written notice to the contractor within the term of the contract; provided that the Government gives the contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension. If the Government exercises this option, the extended contract shall be considered to include this option clause. The total duration of this contract, including the exercise of any options under this clause, shall not exceed 4 years.

I.E. Contract Values

The awarded Contractor will be guaranteed a minimum of $1,000.00 for the entire contract duration (maximum potential of five (5) years) to be executed ONLY during the base year, which can be satisfied by the award of one or more Task Orders during the respective Contract period.

In the event a firm receives awards of less than this guaranteed minimum, the Government will reimburse the Contractor for the difference between the actual obligation and the guaranteed minimum. The maximum value (total of the base and all optional periods) of a contract awarded as a result of this solicitation is greater than $100M. Refer to Section IV.A. FAR

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52.216-19 (Order Limitations) which specifies Task Order limitations. The estimated price range for individual Task Orders to be awarded under each contract is between $150,000.00 and

$3,095,000.

If the Government’s requirements for construction set forth in the Contract do not result in Task

Orders in the amounts described throughout the Contract as estimated or maximum dollar values, the event shall not constitute the basis for an equitable price adjustment under any resultant Contract.

I.F. N/A

I.G. Task Orders

Task Order issued shall include, but not be limited to the following information:

(a) Date of order;

(b) Contract and delivery order number;

(c) Appropriation and accounting data;

(d) Description of the services to be performed;

(e) Place of performance;

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

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

(h) Description of Project and/or Building Specific Conditions (if any)

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

(j) Inspection/Acceptance

(k) Invoice/Payment Information

(l) Signature of warranted ordering official.

I.G.1. Task Order Performance Periods

The time for completion for each Task Order shall be determined under each individual Task

Order. Task Orders under this contract may be awarded by the designated, warranted ordering officials at any time within the Contract period. The actual performance of the work may extend beyond the Contract period.

Each task order shall specify dates for starting work and completing work at the job site. Time shall be computed starting with the date the task order was received by the contractor.

I.G.2. Liquidated Damages Rate

Liquidated Damages for each individual Task Order, if required, shall be identified in the Requests for Proposal for each individual Task Order, as applicable. No Liquidated Damages for the Representative Project have been identified.

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I.G.3. Additional Task Order Terms and Conditions

I.G.3.a. Task Orders under this Contract shall be ordered on GSA Form 1442 by a designated warranted ordering official, for various quantities and types of work provided for in this contract.

I.G.3.b. For each task order the contractor or the contractor’s designated representative shall respond in writing or in person to the Ordering Official within 24 hours. Time shall be computed starting with the date and time the task order is received by the contractor, as evidenced by fax, or email.

I.G.3.c. Any Task Order issued during the effective period of this Contract, and not completed within the period, shall be completed by the Contractor within the time specified in the Task Order. The Contract shall govern the Contractor and Government’s rights and obligations with respect to that order as if the order were completed during the Contract period.

I.G.3.d. A separate current and applicable Davis-Bacon wage determination will be issued with each Task Order RFP and will be incorporated into any resultant award. Contractors may also access the applicable Davis-Bacon wages at: http://www.wdol.gov/dba.aspx#0. Refer to FAR 52.222-30. No adjustment will be allowed to the proposed bid factors for each period (base and each/any option).

I.H. Performance and Payment Bonds for Task Orders

Securities to guarantee faithful performance of the contract and to guarantee payment to all persons supplying labor or materials in the performance of the contract shall be required for each Task Order in the amount specified in FAR clause 52.228-15 “Performance and Payment Bonds - Construction (Nov 2006)”

I.I. Work Conditions/Site Requirements

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

The Contractor shall be presumed to have established its bid factor and task order proposal with knowledge of general and local conditions that may affect the cost of Contract performance at the site where the Work is to be performed, to the extent that such information is reasonably obtainable.

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

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

Each individual Task Order will specify any known, unique site requirements.

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I.J. 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: Frank Pfeiffer Address: Two Exchange Terrace, Room 102, Providence, RI 02903 Telephone: 401-528-5130 Email: frank.pfeiffer@gsa.gov

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

(3) The Contracting Officer identified in I.J.1 will provide awardee with the warranted GSA ordering officials for this Contract at time of award.

(4) Any warranted GSA PBS Region 1 Contracting Officer in the Acquisition Management Division shall be authorized to issue task orders under this IDIQ, up to the limits of their individual authority

I.K. Buy American Exceptions

Proposal factors submitted by Contractors shall assume no exceptions to Buy American Requirements.

See Section IV.A. 52.225-9 Buy American—Construction Materials (May 2014).

II. Prices

II.A. Contract 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 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

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March XX, 2018 Pages 9 of 37 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.

II.B. Contract Price Form (See Attachment B)

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

III.B.1. For the purposes of FAR 52.236-1 Performance of Work by the Contractor, the

Contractor shall perform at least fifteen percent (15%) of the work.

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.B.2. The Contractor shall be responsible for coordinating all activities of subcontractors.

This responsibility includes coordination of: preparation of shop drawings produced by different

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March XX, 2018 Pages 10 of 37 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.B.3. Where installation of separate Work components as shown in the Contract Documents will result in conflict or interference between such components or with existing conditions, including allowable tolerances, it is the Contractor's responsibility to bring such conflict or interference to the attention of the Contracting Officer and seek direction before fabrication, construction, or installation of any affected work. If the Contractor fabricates, constructs, or installs any work prior to receiving such direction, the Contractor shall be responsible for all cost and time incurred to resolve or mitigate such conflict or interference.

III.B.4. Where drawings show work without specific routing, dimensions, locations, or position relative to other work or existing conditions, and such information is not specifically defined by reference to specifications or other information supplied in the Contract Documents, the

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

III.B.5. It is not the Contractor's responsibility to ensure that the Contract Documents comply with applicable laws, statutes, building codes and regulations. If it comes to the attention of the

Contractor that any of the Contract Documents do not comply with such requirements, the

Contractor shall promptly notify the Contracting Officer in writing. If the Contractor performs any of the Work prior to notifying and receiving direction from the Contracting Officer, the Contractor shall assume full responsibility for correction of such work, and any fees or penalties that may be assessed for non-compliance.

III.B.6. 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.B.7. The Contractor must submit a safety plan before commencing work.

III.B.8. 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.B.9. Contract authority must be vested within the contractor’s designated on-site key personnel. During the execution of each task order one of the contractor’s designated people with contract authority must respond within 24 hours of being contacted by the owner representative.

III.B.10. The contractor will not be provided office space and limited (if any) storage space for materials under this contract, and thus shall be responsible for providing it themselves.

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III.C. Contractor Management and Personnel

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

III.C.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.

III.C.2. The Prime Contractor shall provide a full time superintendent while work under each task order is being performed and ensure that his superintendent and superintendence by his subcontractors is maintained on a full-time basis at the site until work required by each task order and the contract is completed including acceptable completion of all work necessary to correct deficiencies and omissions discovered during final inspection. No change in superintending personnel will be allowed without prior approval of the Contracting Officer.

During the execution of each task order, the designated superintendent shall respond appropriately within 24 hours of being contacted by the owner representative.

III.C.3. 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.C.4. Repeated failure or excessive delay by the Contractor to provide qualified personnel shall be deemed a default for the purposes of the Termination for Default clause.

III.D. Project Schedule

(1) 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.

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(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, New England

March XX, 2018 Pages 13 of 37 reasonableness or realism of the Project Schedule, or its responsibility to achieve Substantial Completion within the time specified by this Contract.

(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.D. Extensions of Time

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

III.D.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.

III.D.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.

III.D.3. The Contractor shall not be entitled to an extension of time if the Contractor has not effectively provided sufficient data to the Contracting Officer for evaluation in a timely manner.

III.D.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.E. 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:

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

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III.E.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.F. 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:

III.F.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.

III.F.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.

III.F.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.G. 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:

III.G.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

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March XX, 2018 Pages 15 of 37 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.G.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.

III.G.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.

III.G.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.

III.G.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.

III.G.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.

III.G.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.H. 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.I. 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

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March XX, 2018 Pages 16 of 37 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.J. Liquidated Damages

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

III.J.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 each task orders, the Contractor shall be liable to the Government for liquidated damages at the rate specified in each task order for each calendar day following the required completion date that the Work is not Substantially Complete.

III.J.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.

III.J.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.K. 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

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March XX, 2018 Pages 17 of 37 submit to the Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.L. 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) Specifications, Exhibits and Other Attachments (Section I.B.1 of the Agreement)

(4) Task Order Clauses

(5) Other Provisions of the Task Orders

(6) The Statement of Work – Task Orders

(7) The Specifications – Task Orders

(8) The Drawings – Task Orders

(9) Exhibits and Other Attachments – Task Orders

The above Order of Precedence is supplemented as follows:

• In case of conflict between the specification and the proposal, the specification will govern, unless the proposal exceeds the requirements of the specification, in which case, the proposal shall govern.

• In case of conflict between the Contractor's Quality Control Outline and the Quality

Control Plan, the Quality Control Outline will govern, unless the Quality Control Plan exceeds the requirements of the Quality Control Outline, in which case, the Quality Control Plan shall govern.

III.M. Administrative Matters

(1) Project Meetings. The Contractor shall attend a preconstruction conference and shall participate in regularly scheduled Project meetings. The frequency of progress meetings shall be determined by individual Task Orders. Contractor shall record meeting notes at all project meetings and provide them to the Contracting Officer.

(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.

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March XX, 2018 Pages 18 of 37

III.M.1. Payments FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented as follows:

III.M.1.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.

III.M.1.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.

III.M.1.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.

III.M.1.d. Electronic invoicing and the submission of other documents required for payment is acceptable by submitting to the designated billing office specified in this Contract or task order with a courtesy copy to the Contract Specialist, Contracting Officer, Project Manager and COR where applicable. Electronic invoicing only relieves the contractor of submitting hard copies of documents. It does not relieve the contractor of any required forms or information mandated by this contract.

III.M.1.e. Invoices must include the Account Document Number (ADN) assigned at award.

III.M.1.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:

1. Normally, a single payment for all work performed for each task order will be made upon formal inspection and acceptance. However, the Contractor is entitled to monthly payment as the work proceeds. Consequently, where the time for completion of the work to be performed exceeds one month or when unanticipated delays occur, a progress payment to the Contractor may be issued.

2. The Contractor is required to bill the ordering agency in accordance with the billing instructions furnished on the ordering agency's task order. The ordering agency is responsible for timely payment and for resolving any billing problems in regard to orders they place.

III.M.1.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

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March XX, 2018 Pages 19 of 37 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.M.2. 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

III.M.3. Payment Information The General Services Administration (GSA) makes information on contract payments available electronically at http://www.finance.gsa.gov. The Contractor may register at the site and review its record of payments. This site provides information only on payments made by GSA, not by other agencies.

III.M.4. 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 SF87 and a completed Contractor Information Worksheet (CIW).