The Agreement - Champlain Admin Lobby (1).pdf

GSA Solicitation No. 47PC0220R0019

Construction Contract for: Champlain Passenger Admin Area Lobby - U.S. Customs and Border Protection (CBP)

The Agreement

Document: C201-SB GC/AUGUST 2019 (The Agreement) Page 1 of 51

Table of Contents

Project Information 3

Prices 5

Terms and Conditions 7

Contract Clauses 14

Additional Clauses 37

(The Agreement) Page 2 of 51

I. Project Information

A. Project Summary

1. The General Services Administration, Region 2, Public Buildings Service, is issuing a Request for Proposal (RFP) # 47PC0220R0019, to furnish all materials, equipment, labor, and supervision to perform all work described by the contract documents including drawings and specifications for the “Champlain Passenger Administration Area Modifications Project” for U.S.

Customs and Border Protection (CBP).

2. The work primarily consists of, but not limited to furnish, and installation of all work and labor required by the contract documents to renovate a portion of the first floor of the existing passenger admin building at the Land Port of Entry in Champlain NY. This is an interior renovation project, and includes but is not limited to finish work, ballistic protections, electrical work, minor mechanical work, limited fire protection work, and temporary facilities.

3. Total project area is approximately 5,400 SF. The renovated area will also include practical elements to support the security and work function and access of the US District Court and Marshals Services. Additionally technology, data and security infrastructure work will be required. The construction site is located at the Champlain LPOE, 237 W Service Road, Champlain, NY 12919.

4. Work for this Project will require (please see ATTACHMENT A: Scope of Work (SOW) for a full description of the work):

a) Installation of temporary facilities for the client Agency, Customs and Border Protection (CBP).

b) Demolition of the existing Admin Area

c) Construction of the New Facility

d) Removal of the Temporary Facilities

B. The Contract

1. The Contract consists of the SF1442, 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

(The Agreement) Page 3 of 51 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.

C. Period of Performance

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

2. Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, as that term is defined in this Agreement, no later than 210 calendar days from issuance of Notice to Proceed (NTP).

D. Contract Completion.

1. The Contractor shall achieve Contract Completion, as the term is defined in this Agreement, within 60 calendar days of Substantial Completion.

E. Work Conditions/Site Requirements

1. Refer to Attachment H: Project Manual - Champlain Passenger Admin

Area Modifications (Specifications) for further guidance.

F. Authorized Representatives

1. (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:

a) Contracting Officer:

Bernadette Archie 1 World Trade Center New York, NY 10007 (Desk) 212-264-9439 (Cell) 917-696-2792 Bernadette.Archie@gsa.gov

b) Contract Specialist:

Matthew Sbordone 1 World Trade Center New York, NY 10007 (Desk) 212-264-3518 (Cell) 347-735-1298 Matthew.Sbordone@gsa.gov

c) Project Manager:

Document: C201-SB GC/AUGUST 2019 (The Agreement) Page 4 of 51 mailto:Bernadette.Archie@gsa.gov mailto:Matthew.Sbordone@gsa.gov

Thomas Lucas

(518) 360-9806 Thomas.lucas@gsa.gov

d) Property Manager(s):

Normand Gauthier, Property Manager

(518) 298-3264 normand.gauthier@gsa.gov

Burton Weatherly, Property Manager

(518) 298-3264 burton.weatherly@gsa.gov

e) CBP Property Manager:

Carlo A. DiRienzo, LEED AP

(716) 626-6466 Carlo.A.DiRienzo@cbp.dhs.gov

G. Contract Liquidated Damages Rate

1. In accordance with GSAR 552.211-12, Liquidated Damages – Construction, in Section IV of this Agreement, liquidated damages shall be calculated at the rate of $662.45 per calendar day.

H. Buy American Exceptions

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

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

1. The following documents are incorporated by reference into this Contract:

a) Attachment A: Scope of Work (SOW)

b) Attachment H: Project Manual - Champlain Passenger Admin Area

Modifications (Specifications)

c) Attachment I: Drawings for Constructions - Champlain Passenger

Admin Area Modifications

II. Prices

A. Basis of Pricing

1. Contract Prices. All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established (e.g., Base

Document: C201-SB GC/AUGUST 2019 (The Agreement) Page 5 of 51 mailto:Thomas.lucas@gsa.gov mailto:normand.gauthier@gsa.gov mailto:burton.weatherly@gsa.gov mailto:Carlo.A.DiRienzo@cbp.dhs.gov

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 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.

B. Contract Price Form See SF 1442 for pricing as well as Contractor Bid Form.

(The Agreement) Page 6 of 51

III. Terms and Conditions

A. Commencement, Prosecution, and Completion of Work

1. FAR 52.211-10, Commencement, Prosecution, and Completion of Work and

GSAR 552.211-10, Commencement, Prosecution and Completion of Work is supplemented as follows:

a) The Contractor shall diligently prosecute the Work so as to achieve Substantial Completion of the Work, as defined in GSAR 552.211-70 Substantial Completion (Mar 2019) and the time specified in Section I (Project Information), “Period of Performance” clause.

b) 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.

B. Contractor Responsibilities

1. GSAR 552.236-71, Contractor Responsibilities is located in Section IV.A. of this Agreement and is supplemented as follows:

a) The Contractor shall secure and pay for all necessary permits and governmental fees, licenses, and inspections that are customarily secured after award of the Contract and that are legally required at the time of award. The Contractor shall provide a copy of the permits required for execution of the work to the Contracting Officer prior to commencement of any related work.

C. Submittals

1. FAR 52.236-21, Specifications and Drawings for Construction, GSAR

552.236-73, Submittals located in Section IV.A. of the Agreement is supplemented as follows:

a) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, GSA Form 184 (associated 184A and 184B as necessary), and other submittals (collectively, "submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract.

D. Finality of Contract Modifications

1. 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

(The Agreement) Page 7 of 51 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.

E. Liquidated Damages

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 in accordance with FAR 52.211- 12, Liquidated Damages and GSAR 552.211-12, Liquidated Damages and the time specified in this Contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified in Section I (Project Information), paragraph entitled, “Liquidated Damages Rate,” for each calendar day following the required completion date that the Work is not Substantially Complete.

F. Insurance Requirements

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

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

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

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

2. The Contractor shall promptly provide to the Contracting Officer proof that it has obtained insurance required by the Contract in the form of certificates of insurance. The Contractor shall submit to the Contracting Officer all renewal

(The Agreement) Page 8 of 51 certificates issued during the life of this Contract immediately upon issuance.

G. Order of Precedence

1. 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:

a) Section IV of the Agreement

b) Sections I, II, and III of the Agreement

c) Attachment A: Scope of Work (SOW)

d) Attachment H: Project Manual - Champlain Passenger Admin Area

Modifications (Specifications)

e) Attachment I: Drawings for Constructions - Champlain Passenger

Admin Area Modifications

f) Exhibits and Other Attachments

H. Administrative Matters

1. Project Meetings. The Contractor shall attend a pre-construction conference and shall participate in regularly scheduled Project meetings.

2. Payments. FAR clause 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented by GSAR 552.232-5 Payments under Fixed-Price Construction Contracts located in Section IV.A. of this Agreement. In accordance with the relevant FAR and GSAR clauses, GSA requires the following data be included with each invoice:

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

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

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

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

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

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

(4) Updated project schedule that complies with Contract Documents

(5) Additional documentation:

(a) ["NA."]

(The Agreement) Page 9 of 51

3. 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

4. Payment Information. The General Services Administration (GSA) makes information on contract payments available electronically at Office of the Chief Financial Officer. 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.

5. Security Clearances. Contractor shall comply with the following requirements pertaining to security clearances.

a) (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) (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 .

c) (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.

6. Safeguarding and Dissemination of Sensitive But Unclassified (SBU) Building Information. This clause applies to all recipients of SBU building information, including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

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

b) Authorized recipients:

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

Those with a need to know may include Federal, State and local government entities, and non-government entities engaged in the conduct of business on behalf of or with GSA.

(The Agreement) Page 10 of 51

Non-government entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract. Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov and have a legitimate business need to know such information. If a subcontractor is not registered in the SAM and has a need to possess SBU building information, the subcontractor shall provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor shall keep this information related to the subcontractor for the duration of the contract and subcontract.

(2) (ii) All GSA personnel and Contractors must be provided SBU building information when needed for the performance of official Federal, State, and local government functions, such as for code compliance reviews and for the issuance of building permits. Public safety entities such as fire and utility departments may require access to SBU building information on a need to know basis. This clause must not prevent or encumber the dissemination of SBU building information to public safety entities.

c) Dissemination of SBU building information:

(1) By electronic transmission. Electronic transmission of SBU information outside of the GSA network must use session encryption (or alternatively, file encryption). Encryption must be via an approved NIST algorithm with a valid certification, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules per GSA policy.

(2) By nonelectronic form or on portable electronic data storage devices. Portable electronic data storage devices include, but are not limited to CDs, DVDs, and USB drives. Non-electronic forms of SBU building information include paper documents, among other formats.

(a) By mail. Contractors must utilize only methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt.

(b) In person. Contractors must provide SBU building information only to authorized recipients with a need to

(The Agreement) Page 11 of 51 know such information. Further information on authorized recipients is found in Section 2 of this clause.

d) Record keeping. Contractors must maintain a list of all entities to which SBU is disseminated, in accordance with sections 2 and 3 of this clause. This list must include at a minimum: (1) the name of the State, Federal, or local government entity, utility, or firm to which SBU has been disseminated; (2) the name of the individual at the entity or firm who is responsible for protecting the SBU building information, with access strictly controlled and limited to those individuals having a legitimate business need to know such information; (3) contact information for the named individual; and (4) a description of the SBU building information provided. Once “as built” drawings are submitted, the contractor must collect all lists maintained in accordance with this clause, including those maintained by any subcontractors and/or suppliers, and submit them to the CO. For Federal buildings, final payment may be withheld until the lists are received.

e) Safeguarding SBU documents. SBU building information (both electronic and paper formats) must be protected, with access strictly controlled and limited to those individuals having a legitimate business need to know such information. GSA contractors and subcontractors must not take SBU building information outside of GSA or their own facilities or network, except as necessary for the performance of that contract. Access to the information must be limited to those with a legitimate business need to know.

f) Destroying SBU building information. When no longer needed, SBU building information must be destroyed so that marked information is rendered unreadable and incapable of being restored, in accordance with guidelines provided for media sanitization within GSA CIO IT Security 06-32, Media Sanitization Guide and Appendix A of NIST Special Publication 800-88, Guidelines for Media Sanitization.

Alternatively, SBU building information may be returned to the CO.

g) Notice of disposal. The contractor must notify the CO that all SBU building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 6 of this clause, with the exception of the contractor's record copy. This notice must be submitted to the CO at the completion of the contract to receive final payment. For leases, this notice must be submitted to the CO at the completion of the lease term. The contractor may return the SBU documents to the CO rather than destroying them.

h) Incidents. All improper disclosures of SBU building information must be immediately reported to the CO at 100 S. Clinton St, Rm 1350, (The Agreement) Page 12 of 51

P.O. Box 7005, Syracuse, NY 13261 and 315-448-0973 or 315-558-3225 . If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of SBU building information.

Progress payments may also be withheld for failure to comply with any provision in this clause until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the clause in the future.

i) Subcontracts. The contractor and subcontractors must insert the substance of this clause in all subcontracts.

I. Non-Compliance with Contract Requirements

1. In the event the Contractor, after receiving written notice from the Contracting

Officer of non- compliance with any requirement of this Contract, fails to initiate promptly such action as may be appropriate to comply with the specified requirement within a reasonable period of time, the Contracting Officer shall have the right to order the Contractor to stop any or all work under the Contract until the Contractor has complied or has initiated such action as may be appropriate to comply within a reasonable period of time.

The Contractor will not be entitled to any extension of Contract time or payment for any costs incurred as a result of being ordered to stop work for such cause.

J. Safeguarding Sensitive Data and Information Technology Resources In accordance with FAR 39.105, this section is included in the contract. This section applies to all users of sensitive data and information technology (IT) resources, including awardees, contractors, subcontractors, lessors, suppliers and manufacturers. The following GSA policies must be followed. These policies can be found at Directives Library.

1. CIO P 2100.1K GSA Information Technology (IT) Security Policy

2. CIO P 2100.2B GSA Wireless Local Area Network (LAN) Security

3. CIO 2100.3C Mandatory Information Technology (IT) Security Training

Requirement for Agency and Contractor Employees with Significant Security Responsibilities

4. CIO 2104.1A CIO CHGE 1 GSA Information Technology IT General Rules of Behavior

5. CIO 2105.1 C CHGE 1 GSA Section 508: Managing Electronic and Information Technology for Individuals with Disabilities

6. CIO 2106.1 GSA Social Media Policy

7. CIO 2107.1 Implementation of the Online Resource Reservation Software

8. CIO 2160.4A Provisioning of Information Technology (IT) Devices

9. CIO 2162.1 Digital Signatures

(The Agreement) Page 13 of 51

10. CIO P 2165.2 GSA Telecommunications Policy

11. CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable

Information (Pll)

12. 12. CIO 2182.2 Mandatory Use of Personal Identity Verification (PIV)

Credentials

13. CIO P 1878.2A Conducting Privacy Impact Assessments (PIAs) in GSA

14. CIO IL-13-01 Mobile Devices and Applications

15. CIO 2102 Information Technology (IT) Integration Policy

16. HCO 9297.1 GSA Data Release Policy

17. HCO 9297.2B GSA Information Breach Notification Policy

18. ADM P 9732.1 D Suitability and Personnel Security

The contractor and subcontractors must insert the substance of this section in all subcontracts.

IV. Contract Clauses

A. 52.215-20 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data As prescribed in 15.408(l), insert the following provision:

a) Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010)

b) Exceptions from certified cost or pricing data.

(1) In lieu of submitting certified cost or pricing data, offerors may submit a written request for exception by submitting the information described in the following paragraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable.

(a) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(b) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the

(The Agreement) Page 14 of 51 reasonableness of the price for this acquisition. Such information may include-

c) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g.,wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities;

d) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market;

e) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

2. The offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the offeror’s determination of the prices to be offered in the catalog or marketplace.

a) Requirements for certified cost or pricing data. If the offeror is not granted an exception from the requirement to submit certified cost or pricing data, the following applies:

(1) The offeror shall prepare and submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I.

(2) As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(The Agreement) Page 15 of 51

(End of Provision)

B. 52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data-Modifications.

As prescribed in 15.408(m), insert the following clause:

1. Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data-Modifications (Oct 2010)

a) Exceptions from certified cost or pricing data.

2. In lieu of submitting certified cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.403-4 on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following paragraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable-

a) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

b) Information on modifications of contracts or subcontracts for commercial items.

3. (A) If-

a) The original contract or subcontract was granted an exception from certified cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item; and

b) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item.

4. For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include-

5. For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g.,wholesale, original equipment manufacturer, or reseller.

(The Agreement) Page 16 of 51

Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities.

6. For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

7. For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

8. The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace.

a) Requirements for certified cost or pricing data. If the Contractor is not granted an exception from the requirement to submit certified cost or pricing data, the following applies:

9. The Contractor shall submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I.

10. As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(End of clause)

V. Clauses Incorporated in Full Text

A. FAR 52.222-99 Establishing a Minimum Wage for Contractor (JUL 2014)

(DEVIATION)

This clause implements Executive Order 13658, Establishing a Minimum Wage for Contractors, dated February 12, 2014, and OMB Policy Memorandum M-14-09, Implementation of the President's Executive Order Establishing a Minimum Wage for Contractors, dated June 12, 2014.

1. Each service employee, laborer, or mechanic employed in the United States (the 50 states and the District of Columbia) in the performance of this contract

(The Agreement) Page 17 of 51 by the prime Contractor or any subcontractor, regardless of any contractual relationship which may be alleged to exist between the Contractor and service employee, laborer, or mechanic, shall be paid not less than the applicable minimum wage under Executive Order 13658. The minimum wage required to be paid to each service employee, laborer, or mechanic performing work on this contract between January 1, 2015, and December 31, 2015, shall be $10.10 per hour.

2. The Contractor shall adjust the minimum wage paid under this contract each time the Secretary of Labor's annual determination of the applicable minimum wage under section 2(a)(ii) of Executive Order 13658 results in a higher minimum wage. Adjustments to the Executive Order minimum wage under section 2(a)(ii) of Executive Order 13658 will be effective for all service employees, laborers, or mechanics subject to the Executive Order beginning January 1 of the following year. The Secretary of Labor will publish annual determinations in the Federal Register no later than 90 days before such new wage is to take effect. The Secretary will also publish the applicable minimum wage on www.wdol.gov (or any successor website). The applicable published minimum wage is incorporated by reference into this contract.

3. The Contracting Officer will adjust the contract price or contract unit price under this clause only for the increase in labor costs resulting from the annual inflation increases in the Executive Order 13658 minimum wage beginning on January 1, 2016. The contracting Officer shall consider documentation as to the specific costs and workers impacted in determining the amount of the adjustment.

4. The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (c) of this clause, and will not provide price adjustments under this clause that result in duplicate price adjustments with the respective clause of this contract implementing the Service Contract Labor Standards statute (formerly known as the Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly known as the Davis Bacon Act).

5. The Contractor shall include the substance of this clause, including this paragraph (e) in all subcontracts.

B. FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEP 2013) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless—

1. The product cannot be acquired—

a) Competitively within a time frame providing for compliance with the contract performance schedule;

b) Meeting contract performance requirements; or

(The Agreement) Page 18 of 51

c) At a reasonable price.

2. The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(1) Spacecraft system and launch support equipment.

(2) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

3. Information about this requirement and these products is available at

BioPreferred.

4. In the performance of this contract, the Contractor shall—

a) Report to System Award Management, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; and

5. (2) Submit this report no later than—

a) October 31 of each year during contract performance; and (ii) At the end of contract performance.

C. FAR 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 08)

1. Definitions. As used in this clause—

a) “Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.”

b) “Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

2. (b) The Contractor, on completion of this Contract, shall—

a) Estimate the percentage of the total recovered material content for

EPA- designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of post-consumer material content; and

b) Submit this estimate to the Contracting Officer.

D. GSAR 552.204-9 Personal Identity Verification Requirements (OCT 2012)

1. The contractor shall comply with GSA personal identity verification requirements, identified at HSP12, if contractor employees require access to GSA controlled facilities or information systems to perform contract requirements.

(The Agreement) Page 19 of 51

2. The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have access to a GSA-controlled facility or access to a GSA-controlled information system.

E. GSAR 552.211-10 Commencement, Prosecution and Completion of Work (MAR 2019) FAR 52.211-10, Commencement, Prosecution, and Completion of Work, is supplemented as follows:

1. The Contractor shall not commence work until the Contracting Officer issues a notice to proceed.

2. Notwithstanding paragraph (a) above, the Contractor must submit any required safety plans before commencing any construction work.

3. The Contractor shall diligently prosecute the work so as to achieve substantial completion of the work within the time specified in the contract. 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

F. GSAR 552.211-12 Liquidated Damages-Construction (MAR 2019) FAR 52.211-12, Liquidated Damages-Construction, is supplemented as follows:

1. If the Contractor fails to achieve substantial completion of the work within the time specified in the contract, the Contractor shall be liable to the Government for liquidated damages at the rate specified for each calendar day following the required completion date that the work is not substantially complete.

2. If the contract requires different completion dates for different phases or portions of the work, the Contractor shall be liable for liquidated damages at the specified rate for each calendar day following the required completion date that the phase or portion of work is not substantially complete. If a single rate is specified, the specified rate shall be apportioned between the different phases or portions of the work. (c) If the Government elects to accept any portion of the work not specifically designated as a phase or portion of work with its own required completion date, the liquidated damage rate shall be apportioned between accepted work and uncompleted work, and the Contractor's liability for liquidated damages shall be computed accordingly.

G. GSAR 552.211-13 Time Extensions (MAR 2019) FAR 52.211-13, Time Extensions, is supplemented as follows:

1. If the Contractor requests an extension of the time for substantial completion, the Contractor shall base its request on an 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

(The Agreement) Page 20 of 51 written request to the Contracting Officer setting forth facts and analysis in sufficient detail to enable the Contracting Officer to evaluate the Contractor's entitlement to an extension of time.

2. The Contractor shall only be entitled to an extension of time to the extent that:

a) Substantial completion of the work is delayed by causes for which the

Contractor is not responsible under this contract, and

b) The actual or projected substantial completion date is later than the date required by this contract for substantial completion.

3. The Contractor shall not be entitled to an extension of time if the Contractor has not updated the project schedule in accordance with the contract.

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

H. GSAR 552.211-70 Substantial Completion (MAR 2019)

1. General.

a) For the purposes of FAR 52.211-10, Commencement, Prosecution and Completion of Work, and FAR 52.211-12, Liquidated Damages-Construction, the work shall be deemed complete when it is “substantially complete.”

b) There may be different completion dates required for different phases or portions of the work, as established in the contract. However, 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.

c) 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.

d) Unless otherwise specifically noted, or otherwise clear from context, all references in the contract to "acceptance" shall refer to issuance of a written determination of substantial completion by the Contracting Officer.

2. Notice of Substantial Completion.

a) With reasonable advance notice, the Contractor shall submit to the

Contracting Officer a written proposal recommending a substantial completion date.

(The Agreement) Page 21 of 51

b) If the Contracting Officer takes exception to the notice of substantial completion, the Contractor shall be entitled to a written notice of conditions precluding determination of substantial completion. The 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 30 calendar days after receipt of the notice of substantial completion.

3. (c) Acceptance of Substantial Completion.

a) The Contracting Officer shall conduct inspections and make a determination of substantial completion within a reasonable time.

b) 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.

4. Contract Completion.

a) The Contract is complete 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.

b) 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.

I. GSAR 552.232-5 Payments Under Fixed-Price Construction Contracts (Mar

FAR 52.232-5, Payments under Fixed-Price Construction Contracts, is supplemented as follows:

1. Before submitting a request for payment, the Contractor shall, unless directed otherwise by the Contracting Officer, attend pre-invoice payment meetings, as scheduled, with the designated Government representative for the purpose of facilitating review and approval of payment requests. Payment meetings will be conducted and may be in person. The Contractor shall provide documentation to support the prospective payment request.

2. The Contractor shall submit its invoices to the Contracting Officer, unless directed otherwise by the Contracting Officer. Separate payment requests shall be submitted for progress payments, payments of retainage, and partial or final payments.

3. The Contractor shall use GSA Form 2419 Certification of Progress Payments Under Fixed-Price Construction Contracts to provide the certification required under FAR 52.232-5(c).

(The Agreement) Page 22 of 51

4. The Contractor shall use GSA Form 1142 Release of Claims to provide the certification required under FAR 52.232-5(h).

5. If an invoice does not meet the requirements of FAR 52.232-27 and GSAM 552.232- 27, 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.

6. 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 the 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.

J. GSAR 552.236-6 Superintendence by the Contractor (MAR 2019) The requirements, of the clause entitled “Superintendence by the Contractor” at FAR 52.236-6, are supplemented as follows:

a) The Contractor shall employ sufficient management and contract administration resources, including personnel responsible for project management, field superintendence, change order administration, estimating, coordination, inspection, and quality control, to ensure the proper execution and timely completion of the contract. 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.

b) The Contractor shall employ, and require its subcontractors to employ, qualified personnel to perform the contract. 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…