R8 IDIQ JOCC WY - Agreement.pdf

GSA Solicitation No.47PJ0020R0122

April 28, 2017 Pages 1 of 50

(The Agreement)

Region 8 Single Award Indefinite Delivery/Indefinite Quantity Job Order Construction Contracts for GSA Projects in the State of Wyoming Statewide

The Agreement

Notice to Offerors of Total Small Business Set-Aside

The General Services Administration (GSA) is setting aside the contract under the following:

52.219-6, Notice of Total Small Business Set-Aside (MAR 2020)

April 28, 2017 Pages 2 of 50

(The Agreement)

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

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 for five (5) separate Single Awards. One award will be made for each of the following geographic areas:

(1) Dick Cheney Federal Building, Wyoming

(2) Ewing T. Kerr Federal Building/Courthouse, Wyoming

(3) Federal Garage Building, Wyoming

(4) Joseph C. O’Mahoney Federal Center, Wyoming

(5) Federal Office Building, Wyoming

The work will be performed when authorized by properly executed Task Orders (GSA300)’s 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 maximum value (total of the base and all optional periods) is $10,000,000.

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

The following documents are incorporated by reference into this Contract.

(1) The Agreement

(2) SF 1442 and Supplement to SF 1442

(3) Wage Determinations – Attachment “A” to the Agreement

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(The Agreement)

(4) 2018 Facilities Construction Cost with RSMeans Data and all ANNUALLY UPDATED versions throughout the life of the contract

I.D. Period of Performance

The Initial Contract period shall be for a period of twelve (12) months from the date of contract award. Task Orders may be placed under this Contract from the date of award through the expiration date of said Contract.

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 $2,000.00 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.

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(The Agreement)

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 $10,000,000.00. Refer to Section IV.A. FAR 52.216-19 (Order

Limitations) which specifies Task Order limitations.

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.

If there are costs that are needed and they are not captured in RS Means for task order pricing, there is a cap of 10%. No more than 10% of any individual project or task order shall exceed 10% in terms of what is available in RS Means priced line items costs.

I.F. Geographic Areas

The initial geographic areas will be as follows (one Single Award IDIQ Contract for each geographic area):

Geographic Area 1 includes the following: Casper, Wyoming the following addresses:

Dick Cheney Federal Building,100 E B Street, Casper, WY 82601-1962, Ewing T. Kerr Federal Building/Courthouse 111 S. Wolcott Street, Casper, WY 82601-2534

Geographic Area 2 includes the following: Cheyenne, Wyoming the following addresses:

Federal Garage Building,308 W. 21st Street, Cheyenne, WY 82001-3663, Federal Office Building 308 W. 21st Street, Cheyenne, WY 82001-3663, Joseph C. O’ Mahoney Federal Center 2120 Capitol Avenue, Cheyenne, WY 82001-3663.

However, the GSA reserves the right to add additional geographic areas to any of the awarded contracts within Colorado, and any states bordering the previously listed state.

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, April 28, 2017 Pages 6 of 50

(The Agreement)

(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. The starting date shall not be less than two (2) calendar days (except as may be otherwise agreed upon and between the Ordering Official and the contractor) after issuance of the task order.

Time shall be computed starting with the date the task order was received by the contractor.

I.G.2. Liquidated Damages Rate Liquidated Damages are established at a rate of $205.91 per day for Task Orders issued under the Contract. This amount will be deducted from the respective Task Order value for each day a contractor has not reached substantial completion beyond the established completion date.

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

I.G.3.a. Task Orders under this Contract shall be ordered on GSA Form 300 by a designated warranted ordering official, for various quantities and types of work provided for in this contract.

GSA, PBS, R8 awarded and administered the base JOCC. The JOCC contracting officer automatically delegates rights to order to any GSA, PBS contracting officer with a warrant that would cover the amount of the task.

In addition, the JOCC contracting officer may delegate ordering authority to other Government Ordering Officials. Ordering Officials seeking authority to place an order against the JOCC must submit their request to the JOCC contracting officer. This request should include a copy of the ordering authority made available to an individual by the agency that has granted it (most often seen as an 1102 contracting officer’s warrant), the estimated dollar value of the order and anticipated performance dates. Orders may not be placed until a delegation letter is received from Mrs. Brumley.

The ordering officials will be responsible for placing the orders in the applicable contract writing system. When publishing to FPDS-NG, the ordering official is responsible to identify the base contract award for proper reporting to congress. Additionally, the ordering official is responsible for accomplishing necessary administration, final close out, and the settlement of any claims or disputes which arise from the order subject to the regulations and limitations set forth in the FAR, GSAM, and provisions of the subject 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

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(The Agreement) 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. The Davis-Bacon wage rates are issued annually, with the base and each/any option, and will apply to each Task Order issued within that respective one-year period. 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.G.3.e. Tax Exempt Status

Each contract is subject to its respective Tax Exempt Status, as it varies by state.

Tax Exemption letters and certificates will be furnished to the awarded contractor by the

Contracting Officer/Ordering Official upon request from the Contractor.

Invoices should be retained by the purchasing contractor/subcontractor as required by law.

Invoices shall be furnished to the Ordering Official upon request for supplies purchased, used and consumed in fulfilling the project.

Issuance of the exemption letters and exemption certificates does not relieve the contractor for responsibility for payment for materials or supplies, nor does it create a contractual relationship between GSA and any subcontractor.

I.H. Payment and Performance Bonds

I.H.1. Performance and Payment Bonds are required in accordance with FAR 52.228-15 at a task order level.

I.H.2. Offerors are instructed to provide, in a percentage, what the rate of bonding will be. The percentage will be applied to any task orders that meet bonding requirements.

I.H.3. Notice to prospective offerors on the use of individual sureties (if applicable – only if not using a corporate surety)

In addition to the information required under the above referenced FAR and GSAR clauses, the following information is required in support of Standard Form (SF 28), "AFFIDAVIT OF

INDIVIDUAL SURETY":

(1) A current list of all other bonds on which the individual is a surety and bonds for which the individual is requesting to be a surety.

(2) CPA - certified balance sheet(s) and income statements(s) with a signed opinion for each individual surety.

The above referenced information will be utilized by the Contracting Officer to determine the acceptability of individuals proposed as sureties.

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(The Agreement)

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.

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: Monique Brumley Address: 1 Denver Federal Center, Building 41, Lakewood, CO, 80225 Telephone: 720-215-6923 Email: monique.brumley@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.

I.K. Buy American Exceptions

Bid 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).

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II. Prices

II.A. Contract Pricing

Pricing for this contract will be based upon the 2017 Facilities Construction Cost with RSMeans Data Book (hereafter referred to as the RS Means Book). The RS Means Book will be used for the duration of this Contract. The version of RS Means Book that is current on the date of contract award shall be utilized until each option period is exercised. Thereafter, the calendar year edition/version of the RS Means Book that is current on the date that each option is exercised shall be utilized. This book may be purchased through:

RS Means 1099 Hingham Street, Suite 201 Rockland, MA 02370 1-800-334-3509 https://www.rsmeans.com/products/books.aspx

The “Total Incl O&P” Cost from the RS Means Book, when multiplied by the Offeror’s proposed Bid Factor, will establish Task Order pricing. The “Total Incl O&P” Cost of a unit of work will be determined by the RS Means column entitled “Total Incl O&P”, NOT the column entitled “Bare Cost”.

NOTES:

1. The City Cost Index from the RS Means Book will NOT be applied to the “Total Incl O&P” Costs. Any adjustment for location must be included in the offeror’s Bid Factor.

2. Additionally the Division 1 – General Requirements section from the RS Means Book will NOT be allowed when pricing task orders under the contract. Any consideration for Division 1 – General Requirements must be included in the offerors bid factor.

3. Additionally, the Assemblies Section from the RS Means Book will NOT be allowed when pricing task orders under the contract.

EXAMPLE: A Bid Factor of 0.85 would result in 85 percent of the listed “Total Incl O&P” Cost when establishing pricing within the Task Order; and 1.00 would leave the actual “Total Incl O&P” Cost values as your proposed pricing.

Firm-Fixed Price Job Order Example: The following sample calculations illustrate how Task Order pricing will be established using the RS Means Book and contractor’s Bid Factor. All Bid Factors, “Total Incl O&P” Costs, and dollar figures are fictitious.

“Total Incl O&P” Cost (Labor, Material and Equipment) $10,000.00 Bid Factor (Base Year) – Zone 1 @ 85% X 0.85

TOTAL JOB ORDER PRICE $8,500.00

The Bid Factors are proposed as a percentage (in decimal format) increase or decrease to the RS Means Book. The offeror shall limit the Bid Factors to two (2) decimal places.

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The offeror shall propose a Base Year Bid Factor and an Option Year Bid Factor for each Option Year.

The offeror’s Bid Factors must be ALL INCLUSIVE and shall include, but is not limited to, the following costs:

1. Labor

2. Materials

3. Equipment

4. Subcontractor costs

5. Subcontractor mark-ups

6. General / Prime Contractor Overhead

7. General / Prime Contractor Profit and risk

8. Bond premiums

9. Social security contributions

10. General insurances

11. Workman’s compensations insurance

12. State unemployment insurance

13. Federal unemployment insurance

14. Mobilization and demobilization costs

15. Site cleanup

16. Labor adjustments between the RS Means given labor rates and the

Davis/Bacon Labor Rates included in the contract

17. Supervision

18. Quality control

19. Transportation of contractor’s personnel to, from, and within the job site

20. Shipping of all materials to the jobsite

21. Lodging and per-diem

22. Adjustment factors to account for small jobs

23. Incidental tools and equipment

24. Submittals

25. Job Order preparation costs

26. All contingencies

27. All Division 1 - General Requirements

28. All requirements of the Contract

II.B. Contract Price Form

See the attached SF 1442 and Supplement to SF 1442.

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:

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(The Agreement)

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. DELETED

III.B.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.

III.B.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.

III.B.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.

III.B.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.

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(The Agreement)

III.B.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.

III.B.8. The Contractor must submit a safety plan before commencing work.

III.B.9. 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.10. 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.11. 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.

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.

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(The Agreement)

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. 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.

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

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(The Agreement) 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 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.

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(The Agreement)

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 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

April 28, 2017 Pages 16 of 50

(The Agreement) 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

III.K.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.

III.K.1.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

$100,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

III.K.1.b. Broad form comprehensive commercial general liability insurance in the amount of at least $500,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

III.K.1.c. Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $200,000 per person and

$500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

III.K.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.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)

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(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

All Task Orders are subject to the Contract requirements. In case of inconsistency between a

Task Order and the Contract, the Contract shall control due to Order of Precedence.

III.M. Administrative Matters

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:

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(The Agreement)

(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 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 https://finance.ocfo.gsa.gov/homepage/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). Detailed information is available at GSA Access Card . USAccess Credentialing Centers can be located at US Access Centers .

https://finance.ocfo.gsa.gov/homepage/ http://www.gsa.gov/portal/category/107203 http://www.fedidcard.gov/centerlist.aspx

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(The Agreement)

(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.

III.M.4.a. Security Requirements and Personal Identity Verification Procedures (Non -

Classified Contract)

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN

2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing

Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of clause)

III.M.4.b, GSAR 552.237-71 QUALIFICATIONS OF EMPLOYEES (MAY 1989)

1. The Contracting Officer or a designated representative may require the Contractor to remove any employee(s) from GSA controlled buildings or other real property should it

April 28, 2017 Pages 20 of 50

(The Agreement) be determined that the individual(s) are either unsuitable for security reasons or otherwise unfit to work on GSA controlled property.

2. The Contractor shall fill out and cause each of its employees performing work on the

Contract to fill out, for submission to the Government, such forms as may be necessary for security or other reasons. These forms shall be completed electronically unless that would create a hardship for the individual. Upon request of the Contracting Officer, the Contractor and its employees shall be fingerprinted.

3. Each employee of the Contractor shall be a citizen of the United States of America, or an alien who has been lawfully admitted for permanent residence as evidenced by Alien Registration Receipt Card Form I-151 or who presents other evidence from the Citizen and Immigration Service (USCIS) that employment will not affect his immigration status.

III.M.4.c. Suitability Determinations

1. With GSAs concurrence, a Contract employee requiring routine unescorted access to Federally-controlled facilities and/or information systems for more than 6 months will be required to undergo a NACI/Tier 1 Investigation suitability determination before a GSA Access Card is issued. Such employees will be required to comply with normal facility access control procedures, including sign-in, temporary badging, and escorted entry, as applicable.

2. Failure of a Contract employee to receive a favorable suitability determination shall be cause for removal of the employee from the work site and from other work in connection with the Contract.

3. Contract employees working less than 6 months (Temporary Contractor) may, at the

Government's option, be required to undergo a lesser form of suitability determination. A GSA Access card will not be issued to Temporary Contractors. Temporary Contractors will be required to comply with normal facility access control procedures, including sign-in, temporary badge, and escorted entry, as applicable.

4. Temporary Contractors who have not received a favorable suitability determination shall be escorted by government employees at all times while in non-public space, as directed by the CO or their designee.

5. The Government, at its sole discretion, may grant temporary suitability determinations to

Regular or Temporary Contractors. However, the granting of a temporary suitability determination to any such employee shall not be considered as assurance that a favorable suitability determination will follow.

6. The CO or their designee shall provide the Contractor with required forms for obtaining necessary clearances. The Contractor shall be required to cause such forms to be returned to the Government for processing not later than 14 days following the forms being provided by the Government.

7. The Contractor shall be responsible for planning and scheduling its work in such a manner as to account for facility access issues. Difficulties encountered by the

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(The Agreement)

Contractor in gaining access to facilities by its employees and subcontractors shall not be an excuse for any Contractor’s failure to perform under the Contract.

III.M.4.d. GSA Criteria For Adjudication

The following criteria were prepared under the guidelines of the Office of Personnel Management’s…