Proposed Contract with Chiaramonte Construction Company to Contract No. DCAM-22-CS-RFQ-000lC

MURIEL BOWSER
MAYOR
March 27, 2025
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code§
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
Modification No. 3 to Contract No. DCAM-22-CS-RFQ-000lC with Chiaramonte Construction
Company to exercise option year three of the contract in the not-to-exceed amount of $20,000,000.
The modification's period of performance is from May 2, 2025, through May 1, 2026.
Under the proposed modification, Chiaramonte Construction Company will continue to provide
construction services at schools, parks, recreation facilities, municipal buildings, fire and police
stations, short-term family housing locations, small park/playground work, pools, and other public
locations under its contract with the Department of General Services ("DGS").
My administration is available to discuss any questions you may have regarding the proposed
contract modification. In order to facilitate a response to any questions you may have, please
contact Delano Hunter, Director, DGS, or have your staff contact Eric Njonjo, Acting Chief
Procurement Officer, DGS, at (202) 727-2800.
I look forward to the Council's favorable consideration of this contract modification.
Sincerely,
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

1

Pursuant to Section 202(c) of the Procurement Practices Reform Act of 2010, as amended, D.C.
Official Code § 2-352.02(c), the following contract summary is provided:

COUNCIL CONTRACT SUMMARY
(Options)

Modification No. 3 to Contract No. DCAM-22-CS-RFQ-0001C for Construction Projects
Exercise of Option Year 003

(A) Contract Number: DCAM-22-CS-RFQ-0001C
Modification No. 3 to exercise Option Year 003

Proposed Contractor: Chiaramonte Construction Company

Contractor’s Principals: Frank Chiaramonte

Proposed Contract Amount
(Option Year 003): Guaranteed Minimum $50
Not-to-Exceed (“NTE”): $20,000,000

Term of Contract
(Option Year 003): May 2, 2025, through May 1, 2026

Type of Contract: Indefinite Delivery/Indefinite Quantity (“IDIQ”)

(B) Identifying number of the underlying contract, including the identifiers assigned to the
underlying contract by the Council for the base period and any subsequent option periods:

Contract (Base Year): DCAM-22-CS-RFQ-0001C
Council Approval: CA24-467, April 29, 2022
Contract Amount: Guaranteed Minimum: $50; NTE: $15,000,000

Amendment to Base Year: Modification No. 1A
NTE Increase Amount Guaranteed Minimum: $50; NTE: $15,995,000

Exercise of Option Year 001: Modification No. 1
Council Approval: CA25-064, March 18, 2023
Option Year 001 Amount: Guaranteed Minimum: $50; NTE: $20,000,000

Exercise of Option Year 002: Proposed Modification No. 2

2

Council Approval: CA25-671, April 14, 2024
Option Year 002 Amount: Guaranteed Minimum: $50; NTE: $20,000,000

Exercise of Option Year 003: Proposed Modification No. 3
Option Year 003 Amount: Guaranteed Minimum: $50; NTE: $20,000,000

(C) A statement that the Citywide Clean Hands database indicates that the proposed
contractor is current with its District taxes. If the Citywide Clean Hands Database
indicates that the proposed contractor is not current with its District taxes, either: (1) a
certification that the contractor has worked out and is current with a payment schedule
approved by the District; or (2) a certification that the contractor will be current with its
District taxes after the District recovers any outstanding debt as provided under D.C.
Official Code § 2-353.01(b):

The Citywide Clean Hands database indicates that the Contractor is current with its District
taxes. The relevant certification is attached.

(D) A statement that the proposed contract is within the appropriated budget authority for
the agency for the fiscal year and is consistent with the financial plan and budget adopted
in accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:

The Office of the Chief Financial Officer has certified that the guaranteed minimum value of
$50 of proposed Modification No. 3 is within the appropriated budget authority for the agency
and is consistent with the financial plan and budget adopted in accordance with D.C. Official
Code §§ 47-392.01 and 47-392.02; sufficient funds will be included in the budget proposal for
FY20 26 for task orders issued after September 30, 2025, and no task orders will be issued or
work performed in FY 20 26 unless the financial plan adopted by the Council includes such
funds. The applicable Fiscal Sufficiency certification accompanies this Council Package.

(E) (1) A certification that the proposed contractor has been determined not to be in violation
of section 334a of the Board of Ethics and Government Accountability Establishment and
Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a;
and (2) A certification from the proposed contractor that it currently is not and will not
be in violation of section 334a of the Board of Ethics and Government Accountability
Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official
Code § 1-1163.34a:

Based upon a certification from the Contractor, the Contractor has been determined not to be in
violation of D.C. Official Code § 1-1163.34a; and will not be in violation of D.C. Official Code
§ 1-1163.34a.

(F) The description of any other contracts the proposed Contractor is currently seeking or
holds with the District:

The Contractor is currently involved in several District projects and is in pursuit of many other
District projects. The list of projects is provided as Exhibit A.

3

Exhibit A

Projects Chiaramonte Construction Company Is Currently holding With District Agencies (not
only DGS):
1. Contract Number Project Caption

Project Value
2. DCAM-21-CS-RFP-0015 Anacostia Recreation Center $8,000,000
3. DCAM-22-CS-RFP-0005 ADA Upgrades PKG1- 4 DPR Facility $1,800,000
4. DCAM-20-CS-RFQ-0001 Hill East Steam Pipe Relo $14,783,270
5. CS-24-C001
CCPCS-Charter School 2024 Capital
Improvement $237,399
6. CS-23-C002 CCOCS-Science Center Charter School $8,991,810.18
7. DCAM-22-CS-RFQ-0001 Oak Hill Infrastructure Upgrade $497,737
8. DCAM-24-CS-RFP-0001 Meyer ES HVAC Upgrades $1,935,985
9. DCAM-22-CS-RFP-0009 Stoddert Elementary School $18,000,000
10. DCAM-22-CS-RFP-0007 ADA Upgrade PKG3-3DPR Facility $1,000,000
11. DCAM-22-CS-RFP-0006 ADA Upgrade PKG2- 4 DPR Facility $1,200,000
12. DCAM-20-CS-RFQ-0001 CTF/DOC Window Wall Restore $3,500,000
13. DCAM-20-CS-RFQ-0001 Davis ES HVAC Upgrades $10,000,000
14. DCAM-21-CS-RFP-0006 Fort Greble Urban Nature Center $4,600,000
15. DCAM-22-CS-RFP-0022 Jefferson Turf Field $1,200,000
16. DCAM-20-CS-RFQ-0001 OSSE EV Charging Stations $450,000
17. DCAM-23-CS-RFP-0014 Hillcrest Aquatic Center $999,000
18. DCAM-22-CS-RFQ-0001 MPD 4D N Sec Upgrade $623,675
19. DCAM-23-CS-RFP-0009 JO Wilson Modernization $79,000,000
20. DCAM-22-CS-RFQ-0001 President Stands $8,500,000
21. RFP CA-X1-2023 DCHA-Lincoln Road Residences $808,519.25
22. RFP CA-X1-2023 DCHA-Richardson Dwellings $1,941,746.62
23. PPAB 10897566 KIPP DC Summer Capital Improvement $469,689
24. DCPL-2024-R-0009 DCPL-Petworth Library $463,204
25. WMATA RFP-9541 WMATA Bike and Storage $1,850,000

4

Projects Chiaramonte Construction Company Is Currently Seeking With District Agencies (not
only DGS):

Contract Number Project Caption Project Value
DCAM-24-CS-RFP-0030 DB Euclid MS Modernization $98,000,000
DCAM-24-CS-IFB-0015 DPW Ft Totten Solid Waste
Resurfacing $1,200,000
DCAM-25-CS-RFP-0006
DB Advanced Tech Center $14,600,000
RFTOP-CS-0119
DB MLK ES Swing Space $4,500,000
RFTOP-CS-0120
DB Brent ES Swing Space $3,500,000
RFTOP-CS-0121 CS Anacostia HS and Reed HS
Field Replacement $1,600,000
B45-122
IFB Fairland Recreational Park $1,800,000
DCAM-25-CS-RFP-0001
DB KC Lewis Swing Space $14,000,000
DCAM-24-CS-RFP-0031 CMAR for the Rosedale Pool
Replacement $6,000,000
DCAM-24-CS-RFP-0035
DB Burrville ES Modernization $76,000,000
DCAM-24-CS-RFP-0014
DB Langdon Community Center $29,000,000
2024-R-2047 CS for HVAC Upgrades for
three Libraries $3,000,000


 


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GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Memorandum
To: Delano Hunter
Director
From: Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services
Reference: Construction Projects
Modification No. 3 to Contract No. DCAM-22-CS-RFQ-0001C Construction
Projects with Chiaramonte Construction Company
Exercise of Option Year 003
Date: March 19, 2025
Subject: Fiscal Sufficiency Review
In my capacity as the Agency Fiscal Officer of the Department of General Services (the
“Department”), I hereby state that Modification No. 3 to Contract No. DCAM-22-CS-RFQ-0001C
for Construction Projects between the Department and Chiaramonte Construction Company (the
“Contractor”) with a Not -To-Exceed (“NTE”) value of $20,000,000.00 has a guaranteed
minimum value of $50.00 that is consistent with the Department’s current budget and that
adequate funds are available in the budget for the expenditure. The $50.00 minimum value is
hereby approved.
Funds supporting individual task order agreements, above the minimum amount approved of
$50.00, to be issued against the base period (“Base Period”) and four (4) one-year option periods
("Option Years”) aggregate NTE value of $20,000,000.00, will be reviewed for approval at the
time of issuance of any such task order agreements. Each task order is subject to the availability
of appropriated funds. Task orders, ineligible for capital expenditure, will be funded under the
Department’s operating budget if funding is available.
The Department of General Services (AM0-Implementing AGY) has $50.00 in DC Public
Schools (DCPS -Owner AGY) cumulative capital budget authority balance.

The PASS information is attached/ below:

Project Number/ Name
Subtask

AY
Fund
Detail
Imp.
Agency
Owner
Agency
RK/PO Amount Comments
100065 -
AM0.GM121C.MAJOR
REPAIRS/MAINTENANCE
- DCPS
04.01 N/A 3030300 AM0 GA0 RK300122 $50.00
Total $50.00

_____________________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services

for AHB
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

___________________________________________________________________________

3924 Minnesota Avenue NE, 6th Floor Washington DC 20019 | Telephone (202) 727 -2800 | Fax (202) 727-7283

OFFICE OF THE GENERAL COUNSEL

MEMORANDUM

TO: Tomás Talamante
Director, Office of Policy and Legislative Affairs

FROM: Kristen Walp
Senior Assistant General Counsel

SUBJECT: Legal Sufficiency Certification

Proposed Modification No. 3 to Basic Ordering Agreement for Construction Projects

Contract Number: DCAM-22-CS-RFQ-0001C
Contractor: Chiaramonte Construction Company

DATE: March 20, 2025
_____________________________________________________________________________

This is to certify that this Office has reviewed the above-referenced proposed Modification No. 3
and has found it to be legally sufficient, subject to submission of : (i) any required materials and
Council approval; (ii) Council’s approval of the same; and (iii) a Fiscal Certification issued by the
Department of General Services’ Agency Fiscal Officer.

Please feel free to contact me at (202) 727-2800 with any questions.

____________________________
Kristen Walp
Senior Assistant General Counsel

4/28/2023

CONTRACTNUMBER, ModificationNumber PageofPages
DCAM-22-CS-RFQ-0001C. ModificationNo.1 2012
5.AgroomentRECAP: NTEAmount
BasicOrderingAgreement Executedon5/2/2022-NTEAmount 15,000,000.00
ProposedModificationNo.1 ExerciseofOptionYear001~NTEAmount 20,000,000.00

3/9/2023

(Continuation)

L ContractNUMBSr [ ‘WoaTicationNo. 1 (cPagearrags—]
DCAM-22-CS-RFQ-0001C ModificationNo.1A, 2of2
4 ContractRecap
ContractAward(CA24-0467) BaseYearContract(5/2/2022-6/21/2023) {$15,000,000
Modification14, IncreaseNottoExceedMaximum '$995,000ValueofAgreement
BaseYearNottoExceed

$15,995,000

X
2. MODIFICATION NUMBER
Modification No. 2
MODIFICATION OF CONTRACT
Department of General Services
Contracting and Procurement Division
3924 Minnesota Ave, NE, 5th Floor
6. ISSUED BY: 7. ADMINISTERED BY (If other than Item 6)
1. CONTRACT NO
DCAM-22-CS-RFQ-0001C
Page of Pages
1 2
5. CAPTION4. PURCHASE REQUISITION NO.
PR-012546
3. EFFECTIVE DATE
See Block 16C Construction Projects
9B. DATED (SEE ITEM 11)
X
10A. MODIFICATION OF CONTRACT/ORDER NUMBER
DCAM-22-CS-RFQ-0001C
Washington, DC 20020
Attn: Frank Chiaramonte
Washington, DC 20019
8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NUMBER
Chiaramonte Construction Company
2260 Minnesota Avenue SE
12. Accounting and Appropriation Data (If Required)
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED
MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made
by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is
received prior to the opening hour and date specified.
Email: frank@cc-builder.com 10B. DATED (SEE ITEM 13)
May 2, 2022
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a)
By completing items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted;
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation data, etc.) SET FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
CHECK
ONE
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
CONTRACT ORDER NUMBER IN ITEM 10A.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
1
x Title 27 DCMR Section 4728 and Contract No. DCAM-22-CS-RFQ-0001C
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
D. OTHER (Specify type of modification and authority)
Basic Ordering Agreement No. DCAM-22-CS-RFQ-0001C for Construction Projects is hereby modified as follows:
Exercise of Option Year 002: In accordance with Section 1.6 of the Contract (Basic Ordering Agreement, or "BOA"), the Department hereby exercises
Option Year 002 and extends the term of the BOA through May 1, 2025. The full term of Option Year 002 is from May 2, 2024 through May 1, 2025. The
continuation of services beyond September 30, 2024 is subject to the availability of appropriated FY25 budget funding.
Minimum Guaranteed & Not-to-Exceed ("NTE") Value of Agreement. In accordance with Section No. 1.8 of the BOA, the Contractor shall be entitled to
receive a minimum of $50.00.The Contract has an aggregate NTE amount of $20,000,000.00 for Option Year 002 for all services to be provided under this
BOA. All work will be awarded and released on a competitive basis through individual task order agreements.
4 Terms & Conditions. Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
5 Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles, and holds
the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional time, additional cost,
contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have now or in the future against the
Department arising from or out of, as consequence or result of, relating to or in any manner connected with this Change Order, the above-referenced
Project, and the Contract Work.
2
3 Administrative Correction to Modification No. 1. Modification No. 1A increased the maximum value of the agreement from $15,000,000.00 by
$995,000.00, totaling $15,995,000.00 for the Base Year on March 9, 2023. On April 28, 2023, Modification No. 1 modified Section 1.9 of the BOA by
increasing the maximum aggregate value for work performed pursuant to all Task Orders from $15,995,000.00 to $20,000,000.00, starting in Option Year
001.
Peter Henry Lyonga
15B. Chiaramonte Construction Company 15C. DATE SIGNED 16B. DISTRICT OF COLUMBIA 16C. DATE SIGNED
(Signature of person authorized to sign) (Signature of Contracting Officer)
4/29/24
(Continuation)
NTE Amount
Basic Ordering Agreement Executed on 5/2/2022 - NTE Amount 15,000,000.00$
Modification No.1A Increase Base Year Not to Exceed 995,000.00$
5. Agreement RECAP:
DCAM-22-CS-RFQ-0001C Modification No. 2 2 of 2
Modification No.1 Exercise of Option Year 001 - NTE Amount 20,000,000.00$
CONTRACT NUMBER Modification Number Page of Pages
Modification No. 2 Exercise of Option Year 002 - NTE Amount 20,000,000.00$
X
Washington, DC 20019
Contracts and Procurement Division
3924 Minnesota Avenue NE, 5th Floor
1. Contract Number
MODIFICATION OF CONTRACT Page of Pages
DCAM-22-CS-RFQ-0001C 1 2
7. Administered By (If other than line 6)
Department of General Services
6. Issued By:
3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 3 See Block 16C
PR-014732/RK300122
Construction Services
2. Modification Number
(Signature of person authorized to sign) (Signature of Contracting Officer)
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
15B. Chiaramonte Construction Company 15C. Date Signed 16B. District of Columbia 16C. Date Signed
15A. Name and Title of Signer (Type or print) 16A. Name of Contracting Officer
3. Release: It is mutually agreed that in exchange for this Modification and other considerations, the Contractor hereby releases,
waives, settles, and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions,
additional work, additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or
unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a consequence or result
of, relating to or in any manner connected with this Modification, the above-referenced Project, and the Contract Work.
2. Minimum Guaranteed and Not-To-Exceed ("NTE") Value of Agreement. In accordance with Section No.1.8 of the BOA, the
Contractor shall be entitled to receive a minimum of $50.00. The Contract has an aggregate NTE amount of $20,000,000.00 for Option
Year 003 for all services to be provided under this BOA. All work will be awarded and released on a competitive basis through
individual task order agreements.
Peter Henry Lyonga
4. Terms & Conditions: All other Terms and Conditions remain unchanged.
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
1. Exercise of Option Year 003 . In accordance with Section 1.6 of the BOA, the Department hereby exercises Option Year 003 and
extends the term of the BOA through May 1, 2026. The full term of Option Year 003 is from May 2, 2025, through May 1, 2026. The
continuation of services beyond September 30, 2025, is subject to the availability of appropriated FY26 budget funding.
Basic Ordering Agreement ("BOA") No. DCAM-22-CS-RFQ-0001C for Construction Projects is hereby modified as follows:
copy to the issuing office.E. IMPORTANT:
X
D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and BOA DCAM-22-CS-RFQ-0001C
1
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
C. This supplemental agreement is entered into pursuant to authority of:
A. This change order is issued pursuant to: (Specify Authority)
Chiaramonte Construction Company
2260 Minnesota Avenue SE
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
Contractor is not, is required to sign this document and return
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
following methods: (a) By completing Items 8 and 15, and returning
DCAM-22-CS-RFQ-0001C
1 copies of the amendment: (b) By acknowledging receipt of this
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
9B. Dated (See Item 11)
May 2, 2022
X
10A. Modification of Contract/Task Order No. Washington, DC 20020
frank@cc-builder.com
10B. Dated (See Item 13)
Frank Chiaramonte
Frank Chiaramonte, President
03/20/2025
(Continuation)
Contract Number Page of Pages
DCAM-22-CS-RFQ-0001C 2 of 2
5. Contract Recap:
Basic Ordering Agreement Executed on May 2, 2022 15,000,000.00 $
Mod No. 1A (BY NTE increase) Executed on March 9, 2023 995,000.00 $
Mod No. 1 (Option Year 001) Executed on April 28, 2023 20,000,000.00 $
Mod No. 2 (Option Year 002) Executed on April 29, 2024 20,000,000.00 $
Mod No. 3 (Option Year 003) 20,000,000.00 $
Total Price 75,995,000.00 $
Modification No.
Modification No. 3
Page 1 of 60
BASIC ORDERING AGREEMENT
CONSTRUCTION PROJECTS
DCAM-22-CS-RFQ 0001C

THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the DISTRICT OF
COLUMBIA GOVERNMENT , acting by and through its DEPARTMENT OF GENERAL
SERVICES (the “Department” or “DGS”) and CHIARAMONTE CONSTRUCTION
COMPANY, duly organized under the laws of the District of Columbia, and with a place of
business at 2260 Minnesota Ave SE, Washington, DC 20020 , (the “Contractor” or “Prime
Contractor,” and collectively with the Department, the “Parties”).

ARTICLE 1
NATURE OF AGREEMENT

Section 1.1 Nature of Agreement. This Agreement is issued pursuant to the
Department’s Request for Qualifications for FY22 Construction Projects Number DCAM-22-CS-
RFQ-0001 (the “RFQ”), and the Contractor, by virtue of this Agreement, shall be included on
the Department’s list of pre-qualified contractors to be eligible to compete, as set forth in Section
1.3 of this Agreement with other pre-qualified cont ractors on construction projects for District of
Columbia Public Schools (“DCPS”) and Department of Parks and Recreation (“DPR”) facilities.
This Agreement does not authorize any specific work or constitute a guarantee that any
work will be assigned to the Contractor. All work will be awarded and released through
individual project Task Order Agreements as set forth in Section 1.3 of this Agreement.

Section 1.2 The term “Agreement” shall include this Contract, any and all Task Order
Agreements, the Department’s Standard Contract Provisions (Construction and
Architectural/Engineering, if applicable), as amended, attached hereto as Exhibit A , all other
exhibits attached hereto, and/or any document incorporated by reference.

Section 1.3 Competitive Bidding.

Section 1.3.1 For each project identified and funded by the Department to compete among
pre-qualified contractors that entered into a basic ordering agreement (“BOA”) pursuant to
the RFQ, the Department will develop a scope of work. The scope of work will be issued
to three (3) or more of the pre-qualified cont ractors via a Request for Task Order Proposals
(“RFTOP(s)”), and each of those contractors may be provided with an opportunity to
walk the project with the Department’s representatives in order to understand better and
clarify the required work.

Section 1.3.2 The Department contemplates that the scopes of work that will be issued to the
prequalified contractors during the bidding phase will not include complete drawings. The
Parties acknowledge and agree that the Contractor may be required to complete work on a
design-build or design-assist basis or any such other method as described in the RFTOPs.
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Section 1.3.3 The Department will select the contractor to be awarded each such project
primarily based on price, but the Department reserves the right to consider non-price factors
when making such decisions and will also consider differences in scope and/or proposed
finishes, equipment, and materials. RFTOPs will detail the award criteria for each project.

Section 1.3.4 In the event the Contractor is selected for a project, the Contractor shall
enter into a Task Order Agreement (“Task Order Agreement”). The Contractor shall not
proceed with any work unless and until such Task Order Agreement is fully executed by
the Department ’s Contracting Officer (“Contracting Officer” or “CO”) and the Contractor
is directed to begin work. Before the Department executes the Task Order Agreement, the
Contractor must resolve any clean hand compliance matters with relevant authorities
including, but not limited, to the District of Columbia Office of Tax and Revenue (“OTR”).

Section 1.3.5 Each contractor will be required to s ubmit, within the time allotted by the
Department, a lump sum price , a guaranteed maximum price (“GMP”), or other pricing as
may be requested by the Department for the proposed work (such price, “Task Orde r
Agreement Price”). Absent specif ic instructions to the contrary, the proposed Task Order
Agreement Price should be “all-inclusive and should include sufficient funding to cover all
of the Contractor’s costs necessary to complete the project, including, b ut not limited to,
profit, home, and field office overhead, supe rvision, labor, materials, equipment, bonds,
insurance, and any other professional services as may be required to complete the design and
construction, other types of work or to obtain the necessary permits. The Contractor shall be
responsible for using the then-current Davis-B acon wage determination or Service Contract
Act (as applicable) when developing its pricing for any given project.
Section 1.4 Task Order Agreements. Any and all work performed under any Task
Order Agreement issued pursuant hereto shall be governed by the terms and conditions set forth
in the BOA. It is contemplated that individual Task Order Agreement shall, in general, contain the
following information: (i) a description of the scope of work included in such Task Order
Agreement; (ii) a lump sum price, GMP, and/or such other terms of compensation for the work
included in the Task Order Agreement’s scope of work; (iii) the Substantial Completion Date for
the Task Order Agreement’s scope of work and/or such other schedule requirements for Task Order
Agreement; (iv) liquidated damages; (v) name and contact information for the assigned Project
Manager, and (vi) any other specific requiremen ts of the scope of work. The Task Order
Agreement shall also set forth a general descri ption and requirements of the given project (such
description and requirements, the “Project”). The form of the Task Order Agreement is attached
as Exhibit E.

Section 1.5 Term of Agreement. The Agreement shall be effective from the date of
execution by the Department’s Contracting Officer subsequent to the Contractor’s execution
through one year from such date (such time period, the “Term”). Any and all work assigned to
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the Contractor pursuant to a Task Order Agreemen t issued pursuant to the Agreement must be
completed within the Term of the Agreement and no later than the Substantial Completion
Date identified in the individual Task Order Agreement.

Section 1.6 Option Year. The Department shall have the right to extend the term of this
Agreement for four (4) one-year option periods (each such period, an “Option Year”), the first of
which would begin on the date that the base year Term expires and end one year from the date that
such Term expires; the second of which would begin on the date that Option Year 001 expires and
end one year from the date that Option Year 001 expires. The third would begin on the date that
Option Year 002 expires and end one year from the date that Option Year 002 expires, and the fourth
of which would begin on the date that Option Year 003 expires and end one year from the date that
Option Year 003 expires. In the event the Department desires to extend the Term of this Agreement
pursuant to this Section 1.6, the Department shall provide the Contractor written notice of such
election at least thirty (30) days prior to the beginning of the applicable Option Year.

Section 1.7 Standard Task Order Provisions. Unless otherwise expressly stated in a Task
Order Agreement, all of the provisions of Arti cle 2 through Article 14 of this Agreement shall
be deemed incorporated into each Task Order Agreement as if set forth therein.

Section 1.8 Minimum Value of Agreement. The Contractor shall be entitled to receive
a minimum of Fifty Dollars ($50) during the base year and each option year period.
Section 1.9 Not-to-Exceed Maximum Value of Agreement. In addition, this Agreement
has an aggregate not-to-exceed am ount of Fifteen Million Dollars ($15,000,000) (the “NTE
Amount”). It is understood that the Contractor is not authorized to proceed with any work based
solely on this Agreement. Any and all work performed under this Agreement shall be authorized
by a written Task Order Agreement. In no event shal l the Contractor be entitled to recover in the
aggregate, pursuant to this Agreement and any an d all Task Order Agreements issued pursuant
hereto, more than the NTE Amount, unless and until the Department ’s Contracting Officer has
authorized the Contractor to exceed the NTE Am ount in advance and in writing through a duly
executed Change Order to this Agreement. In addition, each Option Year shall have the same
value as the base period; thus, for each Opti on Year exercised by the Department, the
minimum value of services will be Fifty Dollar s ($50), and an aggregate NTE Amount of Fifteen
Million Dollars ($15,000,000). All amounts must be authorized by Task Order Agreements.

ARTICLE 2
GENERAL PROVISIONS

Section 2.1 Relationship of Parties. The Contractor accepts the relationship of trust and
confidence established with the Department by this Agreement and covenants with the
Department to furnish the Contractor’s reasonable skill and judgment and to cooperate with the
Program Manager in furthering the interests of the Department. The Contractor shall use its best
efforts to perform the Project in an expeditious and economical manner consistent with the
interests of the Department.
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Section 2.2 General Scope of Project. The Department anticipates that the projects
assigned through Task Order Agreements pursuant to this Agreement will be construction
projects and may include building repairs, upgrades, and tenant-fit out improvements including,
but not limited to, building repairs, upgrades, and tenant-fit-out improvements including, but not
limited to, patching and plumbing, carpentry, masonry, electrical as well as a small park and
playground type projects as may be necessary at DCPS, DPR, and municipal sites and shall be
performed on an as directed/as-needed basis and must be completed by the substantial completion
dates specified in each competitively bid Task Order Agreement.

Section 2.3 Completion Date. Subject to the Excusable Delay provisions of this
Agreement, the Contractor agrees to substantiall y complete the Project on or before the date set
forth in the individual Task Order Agreement for any given project.

Section 2.4 Program Manager and Project Manager. The Department shall assign a
Program Manager and a Project Manager to oversee the Contractor’s work under any Task Order
Agreement. The name and contact information for the assigned Program Manager (“PM” or Program
Manager) will be specified in the applicable Task Order Agreement. The Contractor shall take
direction from, and coordinate with, the assigned PMs. The Contractor will be required to develop
work plans that are coordinated with and acceptable to the PMs assigned to each project.
However, the Contractor acknowledges that the Program Manager and Project Manager are
not authorized to modify any of the rights or obligations of the Department or the Contractor
pursuant to the Agreement or to issue Task Order Agreements, Change Orders or Change
Directives. The Contractor hereby acknowledges and agrees that only a duly authorized
Contracting Officer of the Department shall have the authority to issue Task Order
Agreements, Chan ge Orders, or Chan ge Dir ecti ves on the Depart ment’s behalf.

The Parties understand that:
a. The CO is the only person authorized to approve changes in any of the requirements of this
Agreement and any subsequent Task Order Agreement.

b. The Contractor shall not comply with any order, directive, or request that changes or modifies
the requirements of this Agreement and any subsequent Task Order Agreements unless issued
in writing and signed by the CO.

c. In the event the Contractor effects any change at the instruction or request of any person
other than the CO, the change will be consider ed to have been made without authority, and
no adjustment will be made in the Task Order Agreement Price to cover any cost increase
incurred as a result thereof.

Section 2.5 Administrative Matters.

2.5.1 Use of Department’s Electronic Projec t Management Information System
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(ProjectTeam). Awarded Contractor shall utilize the Department’s ProjectTeam system to
create, manage and/or submit any and all documentation required to be provided by the
Contractor during the course of each Project, in cluding, but not limited to: (i) requests for
information; (ii) submittals; (iii) potential change orders; (iv) meeting minutes; (v) pencil
copy invoices; (vi) drawings and specifications; (vii) punch list and (viii) other documents as
may be designated by the Department.

2.5.2 Invoice Submittal. The Contractor shall create and submit payment requests in an
electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor
shall submit proper invoices on a monthly basis. To constitute a valid invoice, the
Contractor shall enter all required information into the Portal after selecting the applicable
purchase order number, which is listed on the Contractor’s profile.
Section 2.6 Central Office. During the Term of this Agreement, the Contractor shall
maintain a central office that is staffed between the hours of 7 am – 5 pm Monday through Friday.
This office will be used to manage work associated with this Agreement. A separate office does
not need to be established, and it is acceptable if the Contractor elects to run projects from its current
office. The office should be equipped with telephone lines, a fax machine, email, access to the
internet, and other equipment and supplies as are n ecessary to fulfill the work required under this
Agreement.

Section 2.7 Coordination with DGS

Section 2.7.1 Working Hours. The Contractor is required to coordinate with the assigned
Project Manager for each individual project. The work may be performed during normal
business hours; however, the Contractor may be required to work after hours or on weekends
and holidays so as to not adversely impact the work of the District of Columbia
employees/and or contractors. The Contractor will base its bid on normal working hours;
off-peak rates will be handled on a case by case basis for projects requiring work after normal
business hours. The Contractor will be required to develop work plans that are coordinated
with, and acceptable to, the Project Manager and/or the Program Manager assigned to the
Task Order Agreement. If work is to be performed in an occupied facility, the Contractor
will be required to submit an initial coordination plan (“Coordination Plan”) with its Task
Order Agreement’s proposal for the project describing how the Contractor will work with the
Department and the facility occupants to ensure that the project proceeds smoothly in order to
minimize the impact on facility operations. Such a Coordination Plan would be evaluated
as part of the bidding process described in Section 1.3 above.

Section 2.7.2 Supervision & Coordination. The Contractor shall properly supervise and
coordinate its work. At a minimum, the Contractor will undertake the following tasks:

(1) Participate and assist in Project/Planning meetings;

(2) Maintain full-time on-site construction supervision and provide daily inspections,
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quality control, monitoring, coordination of various trades, record drawings, and daily work
log;

(3) Coordinate work with any on-site personnel so as to ensure that their activities are
not adversely affected;

(4) Conduct periodic progress meetings following a Contractor generated agenda with
the Program Manager;

(5) Provide general safety and signage and po sting for the project and see that each
subcontractor prepares and submits adequate safety programs and monitoring throughout
the project;

(6) Obtain all job permits and approvals fr om the Department of Consumer and
Regulatory Affairs (“DCRA”) that are required to perform and complete the work, unless
otherwise noted herein or in the Task Order Agreement;

(7) Prepare payment requests, verify accuracy and forward to Department for approval
and payment;

(8) Assemble close-out documents required;

(9) Provide assistance to the Department through all applicable warranty periods.

(10) Coordinate its work with all third parties so as not to delay the critical path of the
Project; and

(11) Prepare and submit to the Department construction meeting minutes, progress
meeting minutes, daily logs, inspection reports, preliminary and baseline schedules (Primavera
format), and schedule updates demonstrating the critical path of the Project (Primavera
format).

ARTICLE 3
PRECONSTRUCTION DELIVERABLES

Section 3.1 Schedule. Within seven (7) days of the issuance of a Notice to Proceed
(“NTP”) for any Task Order Agreement awarded by the Department, the Contractor shall be
required to submit to the Department ’s Contracting Officer and Program Manager for their
approval a schedule for each project awarded under a Task Order Agreement. Such schedule shall
include a schedule for submittals and key milest ones that are reasonably acceptable to the Project
Manager and the Contracting Officer. The Contractor shall not begin any construction activities
until the Project Manager has approved a sche dule for the Task Order Agreement. Unless
otherwise authorized by the Task Order Agreement, prior to mobilizing to the Project site and
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commencing work, the Contractor shall complete those activities set forth in Sections 3.1, 3.2, 3.3,
3.4. 3.5, 5.13, 5.14, and 5.15.

Section 3.2 Potential Subcontractors and Suppliers. Within seven (7) days of the
issuance of an NTP for any Task Order Agreement awarded by the Department, the Contractor
shall furnish to the Project Manager and the Contracting Officer a list of the subcontractors and
suppliers that will work on the Project as well as a general description of each such
subcontractor’s scope of work. Within five (5) business days after such list is submitted, the Project
Manager shall advise the Contractor if it has any objection to any of the listed subcontractors or
suppliers. In the event the Project Manager has a reasonable objection to any such subcontractor
or supplier, the parties shall discuss such objection and agree on an appropriate course of action.

Section 3.3 Design Services. Prior to providing its bid for a Task Order Agreement, the
Contractor will have an opportunity to review and ask questions regarding the scope of work for
the Task Order Agreement and to ascertain what design services, if any, are necessary in order to
complete the Project and which will be included in its price the costs of any necessary design
services, and the Contractor shall be required to provide, at no additional cost to the Department,
such design services as are necessary to impleme nt the Project. The Contractor and the Project
Manager shall agree upon the exact design services to be required prior to the commencing of
construction services.

Section 3.4 Design Reviews/Submittals. On or before the dates specified in the
approved detailed schedule as required per Section 3.1, the Contractor shall submit the necessary
design information (i.e., permit drawings, shop drawings, submittals, sketches, etc.) to the Project
Manager for review and approval. Unless a different timeframe is established in the approved
detailed schedule, the Project Manager shall have five (5) business days to review such documents.
In the event the Project Manager finds such documents to be unacceptable, the Contractor
shall be required to revise and resubmit such documents. The Contractor shall not commence
construction activities unless and until such documents have been approved by the Project Manager.
Any delays that result from design resubmissions shall be considered Non-Excusable. In addition,
the Contractor shall coordinate with the Program Manager and the Department’s architect/engineer
(if applicable) with respect to requests for information ( “RFIs”), architect’s supplemental
instructions, and other construction administration, as well as the District of Columbia Historic
Preservation Review Board and Commission of Fine Arts, as required.

Section 3.5. Permits. Unless otherwise specified in the Task Order Agreement, it is
understood that the Contractor shall be required to secure and pay for any and all permits,
governmental fees, licenses, and inspections nece ssary for the execution and completion of the
work. The Department shall cooperate with the Cont ractor in securing such permits, licenses, and
inspections; provided, however, the Department shall not be required to pay the fees for such
permits, licenses and inspections unless otherwise noted in the Task Order Agreement. The costs
of any such fees or inspections are included in the Task Order Agreement Price.

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ARTICLE 4
CONTRACT SUM

Section 4.1 Lump Sum Price or Other Terms of Compensation. For the work
covered by any given Task Order Agreement, the Contractor shall be paid the lump sum price,
GMP, or other terms of compensation set forth in the Task Order Agreement (“Contract Sum”) to
fully complete the Project.

Section 4.2 Nature of the Contract Sum. The Contractor acknowledges and understands
that the Contract Sum is based on the scope of work included with the Project Task Order
Agreement. It is understood and agreed that the Contract Sum represents the Contractor’s payment
to fully complete the Project. The Parties acknowledge and agree that it is their intent to have the
Contractor to construct and deliver a fully functional Project as contemplated in the scope of work
for the Contract Sum and consistent with the project schedule. In furtherance of such intent, the
Contractor hereby assumes the risks associated with and shall be responsible for: (i) any changes
in market conditions that affect the cost of labor or materials; (ii) coordination issues between
any drawings for the Project; (iii) elements of work not shown on the Scope of Work, but which are
reasonably inferable from the Scope of Work; (iv) cost associated with acceleration of the work
and expediting of materials necessary to meet the project schedule which is the result of anything
other than an Excusable Delay; and (v) the risk of subcontractor default.

Section 4.3 Risks Assumed by Contractor . By submitting a bid for any project, the
Contractor shall be deemed to have thoroughly examined the terms of the RFTOP, the drawings,
and specifications that may be included within the RFTOP. The bid shall constitute the Contractor’s
acknowledgment that it has been provided with the oppor tunity to visit the Project site, and the
Contractor had the opportunity to become familiar with local conditions under which the work
is to be performed. Further, in submitting any such bid, the Contractor shall be deemed to represent
that it has satisfied itself that it can undertake the work for the stated cost. Among other things,
by submitting a bid, the Contractor assumes the following risks: (1) the nature of the land and
subsoil unless such conditions constitute a Differing Site Condition under Article 4.A of the
Standard Contract Provisions for Construction Contracts; (2) the form and nature of the site and
surrounding areas; (3) details and levels of existing pipelines, conduits, sewers, drains, cables or
other existing services; (4) the quantities, nature, and availability of the materials, tools,
equipment, and labor necessary for the completion of the work; (5) the means of access to the
site and any accommodation that may be required; (6) uncertainties of weather and physical
conditions at the site; and in ge neral to have itself obtained all necessary information as to
risk contingencies, climatic, hydrological and na tural conditions and other circumstances which
may influence or affect his performance of the work.

Section 4.4 Allowances. To the extent that the Contract Sum related to a Task Order
Agreement includes one or more allowances, such allowances shall be reflected on the Schedule
of Values attached to such Task Order Agreemen t. The Contract Sum associated with that Task
Order Agreement shall be adjusted (either upward or downward) by change order to reflect the
actual cost of the work covered by such allowance. However, the Contractor shall not exceed the
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allowance amount specified in each Task Order Agreement without the Contracting Officer’s
approval.

Section 4.5 Tax-Exempt Status. The Department expects that the Project will qualify as
tax-exempt under the applicable laws, and such tax exemption shall be reflected in the Contract
Sum.

ARTICLE 5
CONSTRUCTION PHASE

Section 5.1 General. The construction phase for the work covered by a Task Order
Agreement shall commence when the Project Manager issues an NTP for construction. The
Contractor shall construct the work described on the approved design submittals including any
work that is not specifically shown thereon but is reasonably inferable therefrom or necessary for
a fully functioning Project. The work shall be ca rried out in a workmanlike and timely fashion.
All materials and equipment to be incorporated into the Project shall be new and previously
unused unless otherwise specified, and shall be free of manufacturing or other defects.

Section 5.2 Mandatory Subcontract Provisions. To the extent the Contractor intends to
subcontract a portion of the work, any subcontract in excess of $25,000 shall include the
following provisions:

(1) that, to the extent of the work or supply within the Task Order Agreement’s
scope, the subcontractor or supplier is bound to the Contractor for the
performance of all obligations which the Contractor owes the Department under
the Agreement;

(2) that the Subcontractor or supplier is not in privity with the Department and shall
not seek compensation directly from the Department on any third-party beneficiary,
quantum meruit, or unjust enrichment claim, or otherwise, except as may be
permitted by any applicable mechanic's lien law;

(3) that the Department is a third-party beneficiary of the subcontract or supply
agreement, entitled to enforce any rights thereunder for its benefit;

(4) that the Subcontractor or supplier consents to the assignment of its agreement to
the Department, at the Department's sole option, if the Contractor is terminated
for default;

(5) that the Subcontractor or supplier shall comply immediately with a written order
from the Department to the Contractor to suspend or stop work;

(6) that the Subcontractor or supplier shall maintain records of all work that is requested
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or authorized to do on a time and material or cost-plus basis, or with respect to
claims that it has asserted on a time an d materials or cost-plus basis, during the
Project and for a period of time specified in the Standard Contract Provisions and
requiring the Subcontractor or supplier to make those records available for review
or audit by the Department during that time;
(7) that the Subcontractor shall obtain and maintain, throughout the Project, workers'
compensation insurance in accordance with the laws of the District of Columbia
(This provision is not applicable to supply agreements);

(8) that, if the Department terminates the Agreement for convenience, the Contractor
may similarly terminate the subcontract or supply agreement for convenience, and
that the Subcontractor or supplier shall, in such a case, be entitled only to the costs
set forth in the Termination for Convenience provisions of this Agreement;

(9) that the Department shall have the right to enter into a contract with the
Subcontractor or supplier for the same price as its subcontract or supply agreement
price less amounts already paid if the Contractor files a voluntary petition in
bankruptcy or has an involuntary petition in bankruptcy filed against it;

(10) that the Subcontractor or supplier shall not be entitled to payment for defective or
non-conforming work, materials or equipment, and shall be obligated promptly to
repair or replace non-conforming work, materials or equipment at its own cost;

Section 5.3 Certified Subcontractors. The Contractor shall not substitute or replace any
Subcontractor or supplier certified by the District of Columbia Department of Small and Local
Business Development (“DSLBD” or “Department of Small and Local Business Development”)
without the Department's Contracting Officer and the Director of DSLBD’s prior written consent.

Section 5.4 Site Observations. The Contractor may be provided with an opportunity to visit
the site, become familiar with local conditions under which the work is to be performed, and
correlate personal observations with requirements of the Agreement, Task Order Agreement,
and approved design submittals; as provided for projects solicited under the RFTOPs. The
Contractor shall carefully study and compare the Agreement, Task Order Agreement, and
approved design submittals with each other and with the information furnished by the Department.
Before commencing activities, the Contractor shall: (1) take field measurements and verify field
conditions; (2) carefully compare this and other information known to the Contractor with the
Agreement, Task Order Agreement, and approved design submittals; and (3) promptly report
errors, inconsistencies or omissions discovered to the Department. Once work is started, the
Contractor assumes the responsibility and costs for the work and the cost of correcting work
previously installed.

Section 5.5 Warranty of the Construction Work. The Contractor warrants to the
Department that materials and equipment furnished under Task Order Agreement will be of good
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quality and new and previously unused unless othe rwise expressly permitted in writing, and shall
be free of manufacturing or other defects and th at for the one (1) year period following the
Substantial Completion Date the construction work will be free from defects not inherent in the
quality required or permitted, and that the work will conform to the Scope of Work and/or any
approved design documents. The Contractor’s warranty excludes remedy for damage or defect
caused by abuse, modifications not executed by the Contractor, improper or insufficient
maintenance, improper operation, or normal wear and tear and normal usage. The Contractor and
a representative of the Department shall walk the project together eleven (11) months after the
Substantial Completion Date to identify any necessary warranty work. In the event the Contractor
fails to schedule such a walk, the warranty period shall be extended until such time as the
Contractor schedules such a walk.

Section 5.6 Extent of Responsibility and Site Conditions. The Contractor shall be
entitled to submit a change request for differing site conditions only to the extent that such
conditions could not have been discovered by a competent visual inspection of the site and are of
unusual nature and differ materially from those ordinarily encountered and generally recognized
as inhering to work of the character provide d for in the Contract (such circumstances, “Differing
Site Conditions ”). The term Differing Site Conditions shall mean subsurface conditions on or
adjacent to the Project site which differ materially from those indicated in the geotechnical reports
prepared by the Contractor. The term Differing Site Conditions shall also include unknown
physical conditions at the site of an unusual nature which differ materially from those ordinarily
encountered and generally recognized as inhering to work of the character provided for in this
Contract. Prior to commencing construction, the Contractor shall be required to conduct a
thorough review of the Project site and the surrounding area and shall document its findings. In
the event the Contractor fails to undertake and document such a thorough review, the Contractor
shall be deemed to have known of those conditions which a thorough review would have detected.
Any change request related to Differing Site Cond itions shall be made pursuant to the Standard
Contract Provisions for Construction Contracts.

Section 5.7 Unsafe Materials and Hazardous Materials

Section 5.7.1 The Contractor shall not bring, spill or release onto the site asbestos,
Polychlorinated Biphenyls (PCBs), or any other hazardous material that is not customarily
used in a facility of the type and similar to the Project, and shall bring to the Department’s
attention any specification of such Hazardous Materials in the design documents. If the
Contractor believes that anything in the Ta sk Order Agreement would require that it use
or bring onto the site asbestos, PCBs, or an y Hazardous Material that is not customarily
used in a facility of the type and similar to the Project, it shall immediately inform the
Department and seek direction before proceeding.

Section 5.7.2 If Hazardous Materials are discovered on the site, the Contractor shall
immediately inform the Program Manager and th e Department of such discovery. The
Contractor shall be entitled to submit a Ch ange Request in accordance with the Standard
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Contract Provisions for any Hazardous Materials abatement and disposal work. The
Contractor shall comply with all laws, including, without limitation, the requirements of the
Environmental Protection Agency (EPA) and all j urisdictional agencies as well as all laws
relating to safety, health welfare, and protection of the environment, in removing, treating,
encapsulating, passivating, and/or disposing of hazardous materials, including, but not
limited to, removal, treatment, encapsulation, passivation, and/or disposal of the
Hazardous Materials. If any notices to government al authorities are required, the Contractor
shall also give those notices at the appropriate times. The Contractor shall ensure abatement
subcontractors and disposal sites are appropriately licensed and qualified.

Section 5.7.3 The Contractor shall keep detailed records documenting Work done so that the
Department may independently verify compliance with all laws, the number of units actually
removed, treated, and/or disposed of, and the appropriate unit price(s) applicable to the work.

Section 5.8 Progress Meetings. The Contractor shall schedule and conduct minimum bi-
weekly progress meeting at which the Department, the Program Manager, the Contractor, and
appropriate subcontractors can discuss the status of the work. The Contractor shall prepare and
promptly distribute meeting minutes.

Section 5.9 Written Reports. The Contractor shall provide written reports to the
Program Manager on the progress of the entire work at least every other week, including, but
not limited to, a baseline schedule and schedule updates with narrative demonstrating the
critical path of the Project in Primavera format. The Contractor shall also maintain a daily log
containing a record of weather, Subcontractors working on the site, number of workers, major
equipment on the site, Work accomplished, problems encountered, and other similar relevant
data as the Department may reasonably require. The log shall be available to the Department, the
architect/engineer and the Project Manager, and/or the Program Manager and on a monthly basis,
a copy of the log shall be submitted to the Department.

Section 5.10 Key Personnel.
The Contractor’s personnel should have the necessary experience and licenses to perform
the required work. Toward that end, the Contra ctor should include within its Task Order
Agreement’s proposal a description of the staff availa ble to perform this work and their
qualifications.

The Contractor will not be permitted to reassign any of the key personnel unless the
Department’s Contracting Officer approves the proposed reassignment and the proposed
replacement. When submitting a Task Order Agreement proposal, at a minimum, the Contractor
will be required to propose and commit to one or more specific Project Managers and Field
Superintendents for the particular project. To carry out the work associated with the resulting
Task Order Agreement, the Contractor shall provide at least the key personnel identified in its
proposal which shall be included as an exhibit to the Task Order Agreement, and indicate the
function(s) each will carry out for the proposed projec t and indicate what percentage of each such
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persons time will be devoted to the Task Order Agreement ’s project. The Contractor shall not
replace any of the key personnel without the Department's Contracting Officer prior written
approval.

Section 5.11 Work by Separate Contractors. The Department reserves the right to
perform construction or operations related to the Project with the Department’s own forces and
to award separate contracts in connection with other portions of the Project or other construction
or operations on the site.

Section 5.12 Site Safety and Clean-Up.
The Contractor will be required to: (i) provide a safe and efficient site, with controlled
access, including the installation and provision of such safety barricades, enclosures, and overhead
protection as may reasonably be required by the Department and as may be necessary to ensure a
safe workplace or as may be required by OSHA or other applicable law, and to remove such at the
end of the Work and leave the site in broom-clean condition; (ii) be responsible for the security of
its tools, equipment, and materials that are stored at the site; (iii) provide wheel washing stations
on-site so as to prevent the accumulation of dirt and other refuse on the streets surrounding the
Project site; (iv) be responsible for site security; and (v) be responsible for the cost of temporary
power used during the construction of the Project, including, but not limited to, the cost of
installing such temporary wiring as may be required. Such safety and clean-up shall include, but
not limited to, the following:

Section 5.12.1 Safety Plan. Prior to the start of construction activities, the Contractor shall
prepare a safety plan for the constructio n phase conforming to OSHA 29 CFR 1926 (such
plan, the “Safety Plan”). This plan will be submitted to the Department for its review and
approval prior to the commencement of construction. Once such a plan has been approved,
the Contractor shall comply with it at all times during construction. The Contractor shall be
required to revise the plan as may be reasonably requested by the Department. The cost of
revising and complying with the plan shall not entitle the Contractor to an increase in the Task
Order Agreement Price.

Section 5.12.1.1 Safety Barriers/Fences. As part of its responsibility for Project safety,
the Contractor shall install such fences and barriers as may be necessary. The Contractor
shall develop a plan that describes the proposed separation and the specific nature of the
fences and barriers that will be used.

Section 5.12.1.2 Site Security. The Contractor shall be responsible for site security and
shall be required to provide wa tchmen as are necessary to protect the site from unwanted
intrusion.
Section 5.12.1.3 Exculpation. The right of the Department to comment on the Safety
Plan and the nature and location of the required fences and barriers shall in no way absolve
the Contractor from the obligation to maintain a safe site.

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Section 5.13 Site Logistics Plan (“Site Logistics Plan”). Prior to the start of construction
activities, the Contractor shall prepare a Site Logistics Plan. The Site Logistics Plan shall address:
(i) the manner in which the Contractor intends to organize the site; (ii) the location and description
of site fences and other safety barricades intended to prevent the public from entering the site; (iii)
the location of construction entrances and wheel washing stations; and (iv) parking restrictions and
procedures that will apply to the employees of Contractor and its subcontractors.

Section 5.14 Quality Plan (“Quality Plan”). Prior to the start of construction activities,
the Contractor shall prepare a Quality Plan. The Quality Plan shall address: (i) the processes
employed by the Contractor to ensure quality as surance; (ii) to determine how items are checked
for quality and which items need to be checked; (iii) list the specific quality materials used
during the project including standards, guidelines, checklist, templates, procedures, user guides
and processes; and how the Contractor will handle defective items.

Section 5.15 RESERVED

Section 5.16 Salvaged and Stored Items. The Contractor shall be responsible for
salvaging and storing all items as identified by the Department in accordance with all applicable
District laws and regulations, after notifying the Department and receiving the Department’s
permission to proceed.

Section 5.17 Sediment and Erosion Control. The Contractor shall be responsible for
installing sediment and erosion control measures, inclusive of, but not limited to: silt fencing, inlet
protection, stabilized construction entrances, and other control measures.

Section 5.18 Cutting and Patching. The Contractor shall be responsible for cutting,
fitting, or patching required to complete the Work or to make its parts fit together properly. All
areas requiring cutting, fitting, and patching shall be restored to the condition existing prior to the
cutting, fitting, and patching. The Contractor shall not damage or endanger a portion of the Work
or fully or partially completed construction of the Department or separate contractors by cutting,
patching, or otherwise altering such construction, or by excavation.

Section 5.19 Correction of Work.

Section 5.19.1 The Department shall be at liberty to object and to require the Contractor to
remove forthwith from the Project site and the work and to promptly replace the superintendent,
any foreman, technical assistant, laborer, agent, representative, or other person used by
the Contractor in or about the execution or maintenance of the work, who in the sole opinion
of the Department is misconducting himself, or is incompetent or negligent in the proper
performance of his duties, or whose performance in the work is otherwise considered by
the Department to be undesirable or unsatisfactory, and such person shall not be again
employed upon the project without the written permission of the Department.

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Section 5.19.2 The Contractor shall promptly correct work rejected by Department for failing
to conform to the requirements of the Scope of Work or any approved design document
or applicable law or regulations whether observed before or after the project’s completion
and whether or not fabricated, installed or completed, and shall correct any work found to
be not in accordance with the requirements within a period of one (1) year from the date of
Final Completion or by terms of an applicable special warranty required by the Task Order
Agreement.

Section 5.19.3 If during the guarantee or warranty period, any material, equipment or
system requires corrective Work because of defects in materials or workmanship, the
Contractor shall commence corrective work within forty-eight (48) hours after receiving
the notice and work diligently until corrective work is completed; provided, however, if
such notice is received on the day before a weekend or a holiday, the Contractor will commence
corrective work on the next business day. If Contractor does not, in accordance with the
terms and provisions of the contract documents, commence all corrective work within
forty-eight (48) hours or if the Contractor commences such work but does not pursue it in
an expeditious manner, the Department may either notify the bonding company (if any)
to have such work and/or obligations perform ed at no additional cost to Department or
may perform such Work and/or obligations and charge the costs thereof to the Contractor.

Section 5.20 Manuf acturer ’s Warra nties.

Section 5.20.1 The Contractor warrants that all manufacturers’ or other warranties on all
labor, materials and equipment furnished by the Contractor or a Subcontractor or supplier
shall run directly to or will be specifically assigned to the Department on demand or upon
Project completion without demand. In the event any issue or defect which would be covered
by any warranty arises but is not addressed by the grantor of the warranty, the Contractor
shall be required to act as the guarantor of th e obligations under the warranty and to perform
under the terms of the warranty.

Section 5.20.2 The Contractor warrants that the installation of all materials and equipment
shall be in strict accordance with the manufacturers’ requirements or specifications.

Section 5.21 Close-Out and Training. The Contractor shall also provide the Department
with a complete set of its Project files, including, but not limited to, shop drawings, product
manuals, warranties, etc., prepared by the Contract or or its subcontractors along with any other
documentation that may reasonably be requested by the Department or its Program Manager and/or
Project Manager, at closeout so as to assist the Department in operating the building. In addition, if
the Project includes work on heating or cooling systems, at the beginning of the first heating and
cooling season following turnover of the Project, th e Contractor shall be available to assist with
and train the building engineers and staff in the start-up of the building systems for the new weather
cycle.

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Section 5.22 Schedule Update. The Contractor shall submit bi-weekly schedule updates
which shall reflect actual conditions of the Project progress as of the date of the update. The
update shall reflect the actual progress of const ruction, identify developing delays, regardless
of their cause, and reflect the Contractor's be st projection of the actual date by which the
Substantial Completion and Final Completion of the Project will be achieved. Via a narrative
statement (not merely a critical path method schedule), the Contractor shall identify the causes of
any potential delay and state what, in the Contractor's judgment, must be done to avoid or reduce
that delay. The Contractor shall point out, in its narrative, changes that have occurred since the
last update, including those related to major changes in the scope of work, activities modified
since the last update, revised projections of durations, progress and completion, revisions to the
schedule logic or assumptions, and other relevant changes. Any significant variance from the
previous schedule or update shall also be identified in a narrative, together with the reasons for
the variance and its impact on Project completion. All schedule updates shall be in Primavera
6 format. The Department may make reasonable requests during the Project for changes to the
format or for further explanation of information provided. Submission of updates showing that
Substantial Completion or Final Completion of the Project will be achieved later than the applicable
scheduled completion date shall not constitute requests for extension of time and shall not operate
to change the scheduled completion date. The Department’s receipt of, and lack of objection to, any
scheduled update showing Substantia l Completion or Final Completion later than the dates agreed
upon in the Project Schedule shall not be regarded as the Department’s agreement that the
Contractor may have an extension of time, or as a waiver of any of the Department’s rights, but
merely as the Contractor’s representation that, as a matter of fact, Substantial Completion or Final
Completion of the Project may not be completed by the agreed-upon date in the Project Schedule.
Changes to the scheduled completion dates may be made only in the circumstances and only by
the methods set forth in the Task Order Agreement.

Section 5.23 Acceleration. Subject to the terms of this Section, the Department shall have the
right to direct the Contractor to accelerate the work if, in the reasonable judgment of Department,
the Contractor fails to: (i) supply a sufficiency of workers or to deliver the materials or equipment
with such promptness as to prevent the delay in the progress of the work; or (ii) the progress of
the work materially falls behind the projections contained in the then currently approved
Project Schedule. In the event that the Departme nt or its Program Manager determines that
either of the events specified in the preceding sentence has occurred, the Department shall provide
the Contractor with written notice of such even t and the Contractor shall be required to provide
the Department with a corrective action plan that is reasonably designed to address the concerns
raised in such notice within three (3) days after receipt of such notice. If the Department and the
Contractor are unable to agree on the terms of such corrective action plan within five (5) calendar
days after the issuance of the notice (i.e. with forty-eight (48) hours after the receipt of the
proposed corrective action plan), the Department shall have the right to direct such acceleration as
the Department, in its reasonable judgment, deems necessary. Provided the notice provisions of
this Section are complied with, the cost of any acceleration directed under this Section shall not
justify an adjustment to the Task Order Agreement Price or the Substantial Completion Date. The
Contractor hereby acknowledges that this provision is a material inducement upon which the
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Department has relied in entering into the Contract; and represents and warrants that it has included
sufficient funding in its Task Order Agreement Price in order to comply with the requirements of
this Section.

ARTICLE 6
SUBSTANTIAL AND FINAL COMPLETION/CLAIMS FOR ADDITIONAL TIME

Section 6.1 Time is of the essence of this Agreement.

Section 6.2 The Contractor shall substantially complete a project no later than the date
identified in each Ta sk Order Agreement (“Substantial Completion Date”). For purposes of this
requirement, the term “Substantially Complete ” shall mean that all of the following have
occurred: (1) the Work has been completed with only minor punch list items remaining to be
completed; (2) any and all required permits or approvals related to the Work have been obtained;
(3) all operating and maintenance manuals, training videotapes and warranties required by the
Contract have been delivered to the Department; (4) any supplemental training session required
by each Task Order Agreement for operating or maintenance personnel have been completed; (5)
all clean-up required by each Task Order Agree ment has been completed; and (6) the project is
ready for the Department to use it for its intended purpose. “Minor punch list items” are defined
for this purpose as items that, in the aggregate, can be completed within thirty (30) days without
interfering with the Department's normal use of the Project. Final Completion shall mean the
point at which Substantial Completion has been achieved, all punch list items noted at Substantial
Completion have been completed and all documents the Contractor is required to deliver to the
Department as a condition to receiving final payment have been received. Work is defined as the
construction and services required by the Contract, whether completed or partially completed, and
includes all other labor, materials, equipment, and services provided or to be provided by the
Contractor to fulfill the Contractor’s obligations. The work may constitute the whole or a part of
the project. Final Completion Date is 30 days from the Substantial Completion Date or as defined
in each individual Task Order Agreement.

Section 6.3 The Contractor will perform the work so that it shall achieve Substantial
Completion by the Substantial Completion Date. Unless the failure to achieve Substantial
Completion by the Substantial Completion Date is a result of an Excusable Delay, as defined in
Section 6.3 of this Agreement, the delay shall be deemed Non-Excusable and the Contractor shall
not be entitled to an extension of the Substantial Completion Date or for further compensation.
Without limiting the generality of the foregoing, delays for the following reasons shall be regarded
as Non-Excusable and shall not entitle the Contractor to an extension of time:
(1) Delays due to job site labor disputes, work stoppages, or suspensions of work;

(2) Delays due to adverse weather, unless the Contractor establishes that the adverse
weather was of a nature and duration in excess of averages established by data from
the U.S. Department of Commerce, National Oceanic and Atmospheric
Administration for the Project locale for the ten (10) years preceding the effective
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date of the Agreement;

(3) Delays due to the failure of the Contractor or Subcontractors or material suppliers
at any tier to perform in timely or proper fashion, without regard to concepts of
negligence or fault;

(4) Delays due to Site conditions whether known or unknown as of the effective date
of the Agreement, foreseeable or unforeseeable at that time, naturally occurring or
man-made; provided, however, that delays due to Differing Site Conditions or
hazardous materials remediation shall be deemed an Excusable Delay;

(5) Delays in completing the preconstruction activities, unless the result of a delay by
the Department or its Program Manager bey ond the timeframes set forth herein or
in the Task Order Agreement, or an event of force majeure; or

(6) Delays due to design submissions as described in Section 3.4.

Section 6.4 The Contractor shall be entitled to an adjustment in the Substantial
Completion Date due to an Excusable Delay. The term "Excusable Delay" shall mean:

(1) Delays due to adverse weather other than those that are classified as a Non-
Excusable delay;

(2) Delays due to acts of God, war, unavoidable casualties, civil unrest, and other
similar causes of delay that are beyond th e control of the Contractor; provided,
however, that in no event shall a Non-Excusable delay or the action of the
Contractor, or any of its employees, agents, Subcontractors or material suppliers be
deemed an Excusable Delay; or

(3) Delays caused by Differing Site Conditions or hazardous materials remediation.

In addition to the foregoing, a delay shall be deemed to be an Excusable Delay only to the extent
that such delay: (i) warrants an extension in the Substantial or Final Completion Date; (ii) has not
been caused by the Contractor or any of its employees, agents, Subcontractors or material
suppliers; (iii) is of a duration of not less than three (3) days; (iv) is on Project’s critical path; and
is in addition to any time contingency periods set forth in the critical path.

Section 6.5 If the Contractor wishes to make a claim for an increase in the Agreement
time, written notice as provided herein shall be given. The Contractor’s claim shall include an
estimate of the cost and of the probable effect of delay on the progress of the Work. In the case of
continuing delay, only one claim is necessary.

ARTICLE 7
PAYMENT PROVISIONS
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Section 7.1 Compensation. The Contractor shall be paid its compensation in a series of
progress payments and a final payment. Progress payments shall be based on a Schedule of
Values that is agreed upon by the Parties as well as the Project Manager and/or the Program
Manager’s good faith estimate of the level of comple tion for each component of the Schedule of
Values.

Section 7.2 Schedule of Values (“Schedule of Values”). The Contractor shall prepare a
Schedule of Values that breaks down the Task Or der Agreement Price for the various parts of the
Work. The Schedule of Values shall be maintained in such a manner to provide a breakdown
of the Task Order Agreement Price in enough detail to facilitate the continued evaluation of
applications for payment and progress reports. Large subcontracts shall be broken into several
line items where, in the opinion of the Project Manager and/or the Program Manager, such detail
is necessary to properly track the progress of the Work. The proposed schedule of values shall
also include separate line items for each part of the Work if so require d by the Project Manager
and/or the Program Manager. The Contractor and the Project Manager and/or the Program Manager
shall meet as necessary to maintain the Schedule of Values for the Project in a manner acceptable
to the Project Manager and/or the Program Ma nager. No progress payments shall be made
unless the then-current Schedule of Values is acceptable to the Project Manager and/or the
Program Manager.

Section 7.3 Retention. The Department shall withhold fr om each progress payment an
amount equal to ten percent (10%) of each progres s payment. Once Substantial Completion has
occurred, the Department will reduce the retention being withheld to an amount that is equal to
Two Hundred percent (200%) of the Program Manager’s good faith estimate of the remaining
Work.

Section 7.4 Documents Required with Application for Payment. Each Application for
Payment shall be accompanied by the Contractor's jo b cost ledgers in a form satisfactory to the
Department, the s ubcontractors’ and suppliers’ Applications for Payment on a form acceptable
to the Department, and such other supporting documentation as the Department may reasonably
request.
Section 7.5 Timely Payment of Subcontractors. Within seven (7) days of receiving any
payment from the Department including amounts attributable to Work performed, or materials or
equipment supplied, by a Subcontractor or s upplier, the Contractor shall either pay the
Subcontractor or supplier for its proportionate shar e of the amount paid to the Contractor for the
Subcontractor’s or supplier’s Work or materials or equipment or notify the Department and the
Subcontractor or supplier, in writing, of the Contractor’s intention to withhold all or part of the
payment and state the reason for the withholding. All monies paid to the Contractor under the
Agreement shall be used first to pay amounts due to Subcontractors or suppliers supplying labor
or materials for the Project and only money remaining after such payments are made may be
retained by the Contractor. Monies paid by joint check shall be deemed to have been paid fully to
the Subcontractor or supplier named as a joint payee unless the Department agrees otherwise in
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writing. Any interest paid to Subcontractors or suppliers because the Contractor has failed to pay
them in a timely fashion shall not entitle the Contractor to a Change Order.

Section 7.6 Lien Waivers. Each Application for Payment shall be accompanied by
written waivers of the right to file a mechanic's lien and all other claims.

Section 7.7 Submission. On the twenty-fifth (25 th ) day of each month, the Contractor
shall submit to the Department (with a copy to the Program Manager) an Application for Payment,
which Application for Payment shall cover the entire month during which the Application for
Payment is submitted.

Section 7.8 Right to Withhold Payments. The Department will notify the Contractor
within fifteen (15) days after receiving any Application for Payment of any defect in the
Application for Payment or the Contractor’s performance which may result in the Department’s
declining to pay all or a part of the request ed amount. The Department may withhold payment
from the Contractor, in whole or part, as appropriate, if:

1. the Work is defective and such defects have not been remedied; or
2. the Department has determined that the Contractor's progress has fallen behind the
Project Schedule, and the Contractor fail s, within ten (10) calendar days of the
Department's written demand, to provide the Department with a realistic and
acceptable plan to recover the delays; or
3. the Contractor has failed to pay Subcontr actors or suppliers promptly or has made
false or inaccurate certifications that payments to Subcontractors or suppliers are due
or have been made; or
4. any mechanic's lien has been filed against the Department, the site or any portion
thereof or interest therein, or any im provements on the site, even though the
Department has paid all undisputed amounts due to the Contractor, and the
Contractor, upon notice, has failed to remove the lien, by bonding it off or otherwise,
within ten (10) calendar days; or
5. the Contractor is otherwise in substantial breach of this Agreement.

Section 7.9 Payment Not Acceptance. Payment of any progress payment or final
payment shall not constitute acceptance of Work that is defective or otherwise fails to conform to
the Agreement or a waiver of any rights or remedies the Department may have with respect to
defective or nonconforming Work.

ARTICLE 8
INDEMNIFICATION

Section 8.1 Indemnification shall be governed by the terms of the Department’s Standard
Contract Provisions (Construction Contracts and Architectural and Engineering Services Contracts,
as applicable) attached as Exhibit A.
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ARTICLE 9
CHANGES CLAUSE

Section 9.1 Changes Authorized. The Department may, without invalidating this
Agreement or any Task Order Agreement issued purs uant to this Agreement, and without notice
to or approval of any surety , order changes in the Work re leased through any Task Order
Agreement, including additions, deletions, or modifications. Any such change must be conveyed
by the Department to the Contractor via written Change Directive or Change Order.

Section 9.2 Executed Change Directive/Change Order Required. Only a written
Change Directive or Change Or der, executed by the Department ’s Contracting Officer, may
make changes to the Agreement. In particular, but without limitation, a written Change
Directive or Change Order executed by the Department is the only means by which changes may
be made to the Substantial or Final Co mpletion Date, or the Contract Sum.

Section 9.3 Department-Initiated Changes. If the Department wishes to make a
change in the Work or to accelerate the Work, it will execute and issue to the Contractor a written
Change Directive, either directing the Contractor to proceed at once with the changed Work or
directing it to not to proceed, but to inform the Department, in writing, of the amount, if any, by
which the Contractor believes that Substantial or Final Completion Date and/or the Contract Sum
should be adjusted to take the Change Order or Change Directive into account.

Section 9.4 Notice of Change Event. The Contractor must give the Department written
notice of any Change Event within ten (10) calenda r days of the date on which the Contractor
knew, or reasonably should have known, of the Change Event. To the extent available, the notice
must state the nature of the Cha nge Event and describe, generally, all changes in the Contract to
which the Contractor believes it is entitled. Such notice is an express condition precedent to any
claim or request for an adjustment to the Substa ntial or Final Completion Date, or the Contract
Sum arising from the Change Event and, if the notice is not given within the required time,
the Contractor will have waived the right to any adjustment to the Substantial or Final Completion
Date or the Contract Sum arising from the Change Event.

Section 9.5 Detailed Change Request. Within twenty (20) days after giving notice of a
change event, the Contractor shall submit a written change request describing, in reasonable detail,
all adjustments it seeks to the Substantial or Final Completion Date or the Contract Sum as a result
of the Change Event. The change request shall include the same information as described in Section
9.4 with respect to any Contract changes the Cont ractor seeks due to the Change Event, and the
amount of any requested adjustment to the Contract Sum shall be limited in accordance with
Section 9.4.

Section 9.6 Reserved

Section 9.7 Failure to Agree. If the Contractor claims entitlement to a change in the
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Agreement, and the Department does not agree that any action or event has occurred to justify any
change in time or compensation, or if the Parties fail to agree upon the appropriate amount of the
adjustment in time or compensation, the Department will unilaterally make such changes, if any,
to the Agreement, as it determines to be appropriate pursuant to the Agreement. The Contractor
shall proceed with the Work and the Department's directives, without interruption or delay, and
shall make a claim as provided in Article 13 of this Agreement if needed. Failure to proceed due to
a dispute over a change request shall constitute a material breach of the Agreement and entitle the
Department to all available remedies for such breach, including, without limitation, termination for
default.

Section 9.8 Department’s Designated Representative. The Department designates the
individual(s) identified in Exhibit B as its representative with express authority to bind the
Department with respect to all matters requiring the Department’s approval or authorization. Subject
to the limitations on their authority specified in Exhibit B, these representative(s) shall have the
exclusive authority to make decisions on beha lf of the Department concerning estimates and
schedules, construction budgets, ch anges in the Work, and execution of Change Orders or Change
Directives, and shall render such decisions promptly and furnish information expeditiously, so as to
avoid unreasonable delay in the services or performance of the Work by the Contractor. In order for
the Department to effectively man age the Project and assure that th e Contractor does not receive
conflicting instructions regarding the Work, the Contractor shall promptly notify the Department’s
representative upon receiving any instructions or other communication in connection with the
Contractor’s work from any employee of the Department or other purported agent of the Department
other than the Department’s designated representative.

ARTICLE 10
LIQUIDATED DAMAGES

Section 10.1 If the Contractor fails to achieve Substantial Completion by the Substantial
Completion Date as specified in each Task Orde r Agreement, the Parties acknowledge and agree
that the actual damage to the Department for the delay will be impossible to determine, and in
lieu thereof, the Contractor shall pay to the Department, as fixed and liquidated delay damages
in the amount specified in the Task Order Agreement for failure to meet the Substantial
Completion Date. The Contractor and the Department agree that the liquidated damages do not
constitute, and shall not be deemed, a penalty but represent a reasonable approximation of the
damages to the Department associated with a delay in the Project. In the event the Contractor fails
to meet the Substantial Completion Date as defined in each individual Task Order Agreement, the
Contractor consents to a termination for default.

ARTICLE 11
INSURANCE AND BONDS

Section 11.1 Insurance Requirements shall be obtained from the Office of Risk
Management (“ORM”) and incorporated in within each RFTOP.
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Section 11.2 Performance Bond and Payment Bond.

Section 11.2.1 Trade Subcontractor Bonds

All trade subcontractors shall provide a paym ent and performance bond having a penal
value equal to One Hundred Percent (100%) of the cost of the trade subcontract for any subcontract
valued at One Hundred Thousand Dollars ($100,000) or more. All such bonds shall be written on
a dual-obligee basis.

Section 11.2.2 Contractor’s Payment and Performance Bond

For each Task Order Agreement valued at One Hundred Thousand Dollars ($100,000) or
more, the Contractor shall, before the Task Or der Agreement is executed, as applicable, provide
to the Department a payment bond and perfor mance bond, each with a penal sum equal to the
Contract Sum of the Task Order Agreement. Such bond shall remain in ful l force and effect until
Final Completion is achieved and the Department shall be able to draw upon such bond regardless
of the amount paid by the Department to the Contractor, even if such amount exceeds the penal
value of such bond.
ARTICLE 12
ECONOMIC INCLUSION AND COMPLIANCE

Section 12.0 Mandatory Subcontracting Plan and Requirements.

The Contractor shall comply with the terms of the mandatory subcontracting requirements as
follows:

1. Unless the Director of the Department of Small and Local Business Development
(DSLBD) has approved a waiver in writing in accordance with D.C. Official Code § 2-
218.51, for all contracts in excess of $250,000, at least 35% of the dollar volume of the
contract shall be subcontracted to qualified small business enterprises (SBEs).
2. If there are insufficient SBEs to completely fulfill the requirement of Section 12.0.1
above, then the subcontracting may be sati sfied by subcontracting 35% of the dollar
volume to any qualified certified business enterprises (CBEs); provided, however, that
all reasonable efforts shall be made to ensure that SBEs are significant participants in
the overall subcontracting work.
3. A Prime Contractor that is certified by DSLBD as a small, local or disadvantaged
business enterprise shall not be required to comply with the provisions of subsections
12.0.1 and 12.0.2 above.
4. Except as otherwise provided in D.C. Of ficial Code § 2-218.46, a Prime Contractor
that is a CBE and has been granted a proposal preference pursuant to D.C. Official
Code § 2-218.43, or is selected through a set-aside program, shall perform at least 35%
of the contracting effort with its own organization and resources and, if it subcontracts,
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35% of the subcontracting effort shall be with CBEs. A CBE prime contractor that
performs less than 35% of the contracting effort shall be subject to enforcement actions
under D.C. Official Code § 2- 218.63.
5. If the prime contractor is a certified join t venture and has been granted a proposal
preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside
program, the CBE member of the certified joint venture shall perform at least 50% of
the contracting effort with its own organizat ion and resources and, if it subcontracts,
35% of the subcontracting effort shall be with CBEs. If the CBE member of the certified
joint venture prime contractor performs les s than 50% of the contracting effort, the
certified joint venture shall be subject to enforcement actions under D.C. Official Code
§ 2-218.63.
6. Each CBE utilized to meet these subcontracting requirements shall perform at least
35% of its contracting effort with its own organization and resources.
7. A Prime Contractor that is a CBE and has been granted a proposal preference pursuant
to D.C. Official Code § 2-218.43, or is selected through a set-aside program, shall
perform at least 50% of the on-site work with its own organization and resources if the
contract is $1 million or less.
12.1 Subcontracting Plan

If the Prime Contractor is required by law to subcontract under the Task Order Agreements, it
must subcontract at least 35% of the dollar volume of the contract in accordance with the provisions
of Section 12.0. above. The Subcontracting Plan shall be submitted as part of the proposal and may
only be amended after award with the prior writ ten approval of the CO and Director of DSLBD.
Any reduction in the dollar volume of the subcontracted portion resulting from an amendment of
the plan after award shall inure to the benefit of the District.

Each subcontracting plan shall include the following:

1) The name and address of each subcontractor;
2) A current certification number of the small or certified business enterprise;
3) The scope of work to be performed by each subcontractor; and
4) The price that the Contractor will pay each subcontractor.

12.2 Copies of Subcontracts

Within twenty-one (21) days of the date of award, the Contractor shall provide fully executed copies
of all subcontracts identified in the subcontracting plan to the CO, City Administrator (“CA”), District
of Columbia Auditor and the Director of DSLBD.

12.3 Subcontracting Plan Compliance Reporting

12.3.1 If the Contractor has a subcontracting plan required by law for this contract, the Prime
Contractor shall submit a quarterly report to th e CO, CA, District of Columbia Auditor and the
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Director of DSLBD. The quarterly report shall include the following information for each subcontract
identified in the subcontracting plan:

a) The price that the Contractor will pay each subcontractor under the subcontract;
b) A description of the goods procured or the services subcontracted for;
c) The amount paid by the Prime Contractor under the subcontract; and
d) A copy of the fully executed subcontract, if it was not provided with an earlier quarterly report.

12.3.2 If the fully executed subcontract is not provi ded with the quarterly report, the Contractor
will not receive credit toward its subcontracting requirements for that subcontract.

12.4 Annual Meetings

Upon at least 30-days’ written notice provided by DSLBD, the Contractor shall meet annually with
the CO, CA, District of Columbia Auditor, and th e Director of DSLBD to provide an update on its
subcontracting plan.

12.5 DSLBD Notices

The Contractor shall provide written notice to the DSLBD and the District of Columbia Auditor upon
commencement of the Contract and when the Contract is completed.

12.6 Enforcement and Penalties for Breach of Subcontracting Plan

12.6.1 The Contractor shall be deemed to have breach ed a subcontracting plan required by law, if
the Contractor (i) fails to submit subcontracting plan monitoring or compliance reports or other
required subcontracting information in a reasonably timely manner; (ii) submits a monitoring or
compliance report or other required subcontrac ting information containing a materially false
statement; or (iii) fails to meet its subcontracting requirements.

12.6.2 the Contractor that is found to have breached its subcontracting plan for utilization of CBEs
in the performance of a contract shall be subjec t to the imposition of penalties, including monetary
fines in accordance with D.C. Official Code § 2-218.63.

12.6.3 If the CO determines the Contractor’s failure to be a material breach of the contract, the CO
shall have cause to terminate the contract under the default provi sions of the Standard Contract
Provisions for Construction Contracts and Sta ndard Contracts Provision for Architectural and
Engineering Contracts (Exhibit A).

12.6.4 Neither the Contractor nor a Subcontractor may remove a Subcontractor or tier-
Subcontractor if such Subcontractor or tier-Subcontractor is certified as an LSDBE company unless
the Department approves of such removal, in wr iting. The Department may condition its approval
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upon the Contractor developing a plan that is, in the Department’s sole and absolute judgment,
adequate to maintain the level of LSDBE participation on the Project.

12.7 51% District Residents New Hires Requirements and First Source Employment
Agreement

12.7.1 For contracts for services in the amount of $300,000 or more, the Contractor shall comply
with the First Source Employment Agreement Act of 1984, as amended, D.C. Official Code § 2-
219.01 et seq. (“First Source Act”).

12.7.2 The Contractor shall enter into and maintain during the term of the Contract, a First Source
Employment Agreement (Employment Agreement) with the District of Columbia Department of
Employment Service’s (DOES), in which the Contractor shall agree that: (a) The first source for
finding employees to fill all jobs created in order to perform the Contract shall be the First Source
Register; and (b) The first source for finding employees to fill any vacancy occurring in all jobs
covered by the Employment Agreement shall be the First Source Register.

12.7.3 If applicable, the Contractor shall comply with subchapter X of Chapter II of Title 2, and all
successor acts thereto, including by not limited to the Workforce Intermediary Establishment and
Reform of First Source Amendment Act of 2011, and the rules and regulations promulgated
thereunder, including, but not limited to the following requirements:

a) At least twenty percent (20%) of journey worker hours by trade shall be performed by District
residents;
b) At least sixty percent (60%) of apprentice hours by trade shall be performed by District residents;
c) At least fifty-one percent (51%) of the skilled laborer hours by trade shall be performed by District
residents; and
d) At least seventy percent (70%) of common laborer hours shall be performed by District residents.

12.7.4 The Contractor shall not begin the performance of the Contract and Task Order Agreements
until its Employment Agreement has been accepted by DOES. Once approved, the Employment
Agreement shall not be amended except with the approval of DOES.

12.7.5 The Contractor agrees that at least 51% of th e new employees hired to perform the Contract
shall be District residents. The Contractor shall ensure that at least fifty-one percent (51%) of the
Contractor and every sub-consultants and subcontractor’s employees hired after the effective date of
the Agreement, or after such subconsultant or s ubcontractor enters into a contract with the
Contractor, to work on the Project shall be resi dents of the District of Columbia. This percentage
shall be applied in the aggregate, and not trade by trade.

12.7.6 The Contractor’s hiring and reporting requirements under the First Source Act and any rules
promulgated thereunder shall continue for the term of the Contract.

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12.7.7 The CO may impose penalties, including mon etary fines of 5% of th e total amount of the
direct and indirect labor costs of the Contract, for a willful breach of the Employment Agreement,
failure to submit the required hiring compliance reports, or deliberate submission of falsified data.

12.7.8 If the Contractor does not receive a good faith waiver, the CO may also impose an additional
penalty equal to 1/8 of 1% of the total amount of the direct and indi rect labor costs of the Contract
for each percentage by which the Contractor fails to meet its hiring requirements.

12.7.9 Any contractor which violates, more than on ce within a 10-year timeframe, the hiring or
reporting requirements of the First Source Act shall be referred for debarment for not more than five
(5) years.

12.7.10 The Contractor may appeal any decision of the CO pursuant to this clause to the D.C.
Contract Appeals Board located at 441 4th Street, N.W., Suite 350N, Washington, D.C. 20001.

12.7.11 The provisions of the First Source Act do not apply to nonprofit organizations which employ
50 employees or less.

12.7.12 Construction projects or contracts covered by this Section 12.7 of the Contract shall be
subject to the hiring and reporting requirements se t forth in this Section until construction is
completed and a final certificate of occupancy has been issued.

Section 12.8 Economic Inclusion Reporting Requirements
Section 12.8.1 Upon execution of the Agreement, the Contractor and all its member firms,
if any, and each of its Subc ontractors shall submit to the Depa rtment a list of current employees
and apprentices that will be assigned to the Agre ement, the date they were hired and whether or
not they live in the District of Columbia.
Section 12.8.2 The Contractor and its constituent entiti es shall comply with subchapter X
of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code, and all successor
acts thereto and the rules and regulations promulgated thereunder. The Contractor and all member
firms and Subcontractors shall execute a First Source Agreement with the District of Columbia
Department of Employment Services (“DOES”) prior to beginning work at the Project site.
Section 12.8.3 The Contractor shall maintain detailed records relating to the general hiring
of District of Columbia and community residents.
Section 12.8.4 The Contractor shall be responsible for: (i) including the provisions of
Section 12.8 in all subcontracts; (ii) collecting the information required in this Section 12.8 from
its Subcontractors; and (iii) providing the informati on collected from its Subcontractors in the
reports required to be submitted by the Contractor pursuant to Section 12.8.
Section 12.8.5 Equal Employment Opportunity and Hiring of District Residents
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In accordance with the District of Columbia Ad ministrative Issuance System, Mayor’s Order 85-
85 dated June 10, 1985, “on complian ce with Equal Opportunity Requirements in District
government contracts,” A contract award cannot be made to any contractor who has not satisfied
the Equal Employment Requirements. The Contra ctor shall comply with applicable laws,
regulations, and special requirements of the contract regarding equal employment opportunity and
affirmative action programs. The forms for co mpletion of the Equal Employment Opportunity
Information Report are incorporated herein as Exhibit C.

12.9 Apprenticeship Act

The District of Columbia Apprenticeship Act of 1946, D.C. Official Code §§ 32-1401 et seq.
(“Act”), as amended, may apply to this Project. If applicable, all subcontractors selected to perform
work on the Project on a craft-by-craft basis shall be required to comply with this Act. All terms and
conditions of the Act, D.C. Apprenticeship Council Rules and Regulations, as well as any
federal requirements, shall be implemented. The Prime Contractor shall be liable for any
subcontractor non-compliance.

ARTICLE 13
CLAIMS & DISPUTE RESOLUTION

Section 13.1 All claims or disputes arising out of this Agreement shall be governed by
the terms of the Department’s Standard Contract Provisions (Construction Contracts and
Architectural and Engineering Services Contracts, as applicable) attached as Exhibit A.

ARTICLE 14
MISCELLANEOUS PROVISIONS

Section 14.1 Extent of Contract. The Agreement, which includes this Contract and the
other documents incorporated herein by reference, represents the entire and integrated agreement
between the Department and Contractor and supers edes all prior negotiations representations or
agreements, either written or oral. The Agreement may be amended only by written instrument
signed by both the Department and Contractor. All of the documents comprising the Agreement
should be read as complementary so that what is called for by one is called for by all. Ambiguities
shall be construed in favor of a broader scope of work, as the intent of the Agreement is, with
specifically identified exceptions, to require the Contractor to assume entire responsibility for
the Project. If there is any inconsistency among the documents comprising the Agreement, the
order of precedence among them is as follows, with the first listed document having the highest
priority: the Agreement and its Modifications; Cha nge Orders and Exhibits (any Change Order
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issued and executed by the Department shall su persede those portions of earlier dated contract
documents to which it pertains); Task Order Agreements and Exhibits; Standard Contract
Provisions (any missing term in the Agreement, however, shall be addressed in accordance
with the Standard Contract Provisions); Contractor’s Offer/Award Form; and Sections A & B of
the RFQ.

Section 14.2 Ownership And Use of Documents. The drawings, specifications and
other documents prepared by the Contractor’s architect/engineer, and copies thereof furnished to
the Contractor, are for use solely with respect to Task Order Agreement ’s project. They are not
to be used by the Contractor, subcontractors, sub-subcontractors or suppliers on other projects, or
for additions to the Task Order Agreement’s project outside the Task Order Agreement ’s scope
of the w ork, without the specific written consen t of the Department and the architect/engineer.

Section 14.3 Governing Law. The Contract shall be governed by and construed in
accordance with the laws of the District of Columbia, without regard to its conflict of laws
principles.

Section 14.4 Buy American Act Provision. The Contractor shall comply with the
provisions of the Buy American Act (41 U.S.C. § 10a), including, but not limited to, the purchase
of steel.

Section 14.4.1 In accordance with the Buy American Act (41 U.S.C. § l0a-l0d),
and Executive Order 10582. December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended
by Executive Order 11051, September 27, 1962 (3 CFR, l059— 63 Comp., p. 635), the Contractor
agrees that only domestic construction material will be used by the Contractor, subcontractors,
material men and suppliers in the performance of the Agreement, except for non-domestic material
listed in the Agreement.

“Components” as used in this Section, means those articles, materials, and supplies incorporated
directly into the end products.

“Domestic end product”, as used in this section, means, (1) an unmanufactured end product mined
or produced in the United States, or (2) an end product manufactured in the United States, if the
cost of its components mined, produced, or manufactured in the United States, exceeds 50 percent
of the cost of all its components.

Components of foreign origin of the same class or kind as the products shall be treated as domestic.
Scrap generated, collected, and prepared for processing in the United States is considered domestic.

“End Products”, as used in this Section, means those articles, materials, and supplies to be acquired
for public use under this Contract.

The Contractor shall deliver only domestic end products, except those:
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1. For use outside the United States;

2. That the District determines are not mined, produced, or manufactured in the United States
in sufficient and reasonably available commercial quantities of a satisfactory quality;

3. For which the District determines that domestic preference would be inconsistent with the
public interest; or

4. For which the District determines the cost to be unreasonable.

Section 14.4.2 Domestic Construction Material. “Construction material” means any
article, material, or supply brought to the construction site for incorporation in the building or work.
Unmanufactured construction material is a “domestic construction material” if it has been
mined or produced in the United States. Manufactured construction material is a “domestic
construction material” if it has been manufactured in the United States and if the cost of its
components that have been mined, produced, or manufactured in the United States exceeds 50
percent of the cost of all its components. “Component” means any article, material, or supply
directly incorporated in construction material.

Section 14.4.3 Domestic Component. A component shall be considered to have been
“mined, produced, or manufactured in the United States” regardless of its source, in fact, if the
article, material, or supply in which it is incorp orated was manufactured in the United States and
the component is of a class or kind determined by the Government to be not mined, produced or
manufactured in the United States in sufficient and reasonably available commercial quantities and
of satisfactory quality.

Section 14.4.4 Foreign Material. When steel materials are used in a project a minimal use
of foreign steel is permitted. The cost of such materials cannot exceed one-tenth of one percent of
the total project cost, or $2,500,000, whichever is greater.

Section 14.5 Davis-Bacon Act Provision. The Contractor agrees that the construction
work performed under Task Order Agreements shall be subject to the Davis-Bacon Act (40 U.S.C.
§§ 276a- 276a-7), which will be in effect on the date the Task Order Agreement is executed by an
authorized Contracting Officer, as applicable. Th e wage rates applicable to a given Task Order
Agreement shall be attached th ereto. The Contractor further agrees that it and all of its
subcontractors shall comply with the regulations implementing the Davis-Bacon Act and such
regulations are hereby incorporated by reference.

Section 14.6 Service Contract Act. The Contractor agrees that the work performed under this
Contract shall be subject to the Service Contra ct Act Wage Determination, which will be in
effect on the date the Task Order Agreement is executed by an authorized Contracting Officer, as
applicable. The wage rates applicable to a given Task Order Agreement shall be attached thereto.
The Contractor further agrees that it and all of its subcontractors shall comply with the regulations
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implementing the Service Contract Act Wage Determination and such regulations are hereby
incorporated by reference.

Section 14.7 Way To Work Amendment Act Of 2006

14.7.1. Except as described in Section 14.7.8 below, the Contractor shall comply with Title I
of the Way to Work Amendment Act of 2006, effect ive June 8, 2006 (DC Law 16-118, DC Official
Code §2-220.01 et seq.) ("Living Wage Act of 2006" ), for contracts for services in the amount of
$100,000 or more in a 12-month period.

14.7.2 The Contractor shall pay its employees and subcontractors who perform services under
the Contract no less than the current living wage.

14.7.3 The Contractor shall include in a ny subcontract for $15,000 or more a provision
requiring the subcontractor to pay its employees who perform services under the Contract no less than
the current living wage rate.

14.7.4 The DOES may adjust the living wage a nnually, and the Contractor will find the
current living wage rate on its website at www.does.dc.gov.

14.7.5 The Contractor shall provide a copy of the Living Wage Fact Sheet attached as Exhibit
D to each employee and subcontractor who perform s services under the Cont ract. The Contractor
shall also post the Notice attached as Exhibit D in a conspicuous place in its place of business. The
Contractor shall include in any subcontract for $15,000 or more a provision requiring the
subcontractor to post the Notice in a conspicuous place in its place of business.

14.7.6 The Contractor shall maintain its payroll records under the Contract in the regular
course of business for a period of at least three (3) years from the payroll date and shall include this
requirement in its subcontracts for $15,000 or more under the Contract.

14.7.7 The payment of wages required under the Living Wage Act of 2006 shall be consistent
with and subject to the provisions of DC Official Code §32-1301 et seq.

14.7.8 The requirements of the Living Wage Act of 2006 do not apply to:

(1) Contracts or others that are subject to hi gher wage level determinations required by
federal law;
(2) Existing and future collective barga ining agreements, provided that the future
collective bargaining agreement results in the employee being paid no less than the established living
wage;
(3) Contracts for electricity, telephone, wa ter, sewer, or other services provided by a
regulated utility;
(4) Contracts for services needed immediately to prevent or respond to a disaster or
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imminent threat to public health or safety declared by the Mayor;
(5) Contracts or other agreements that provide trainees with additional services including,
but not limited to, case management and job read iness services; provided that the trainees do not
replace employees subject to the Living Wage Act of 2006;
(6) An employee under 22 years of age em ployed during a school vacation period, or
enrolled as a full-time student, as defined by the respective institution, who is in high school or at an
accredited institution of higher education and who works less than 25 hours per week; provided that
he or she does not replace employees subject to the Living Wage Act of 2006;
(7) Tenants or retail establishments that occupy property constructed or improved by
receipt of government assistance from the Dist rict of Columbia; provided, that the tenant or retail
establishment did not receive direct government assistance from the District;
(8) Employees of nonprofit organizations that employ not more than 50 individuals and
qualify for taxation exemption pursuant to sectio n 501(c)(3) of the Internal Revenue Code of 1954,
approved August 16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3);
(9) Medicaid provider agreements for direct care services to Medicaid recipients,
provided, that the direct care service is not provi ded through a home care agency, a community
residence facility, or a group home for mentally retarded persons as those terms are defined in section
2 of the Health-Care and Community Residence Facility, Hospice, and Home Care Licensure Act of
1983, effective February 24, 1984 (DC Law 5-48; DC Official Code § 44-501); and
(10) Contracts or other agreements between managed care organizations and the Health
Care Safety Net Administration or the Medicaid Assistance Administration to provide health services.

14.7.9 The Mayor may exempt a contractor from the requirements of the Living Wage Act
of 2006, subject to the approval of Council, in accorda nce with the provisions of Section 109 of the
Living Wage Act of 2006.

Section 14.8 False Claims Act. The Contractor shall be governed by all laws and
regulations prohibiting false or fraudulent state ments and claims made to DC government,
including the prescriptions set forth in D.C. Official Code §§ 22-2405 and 2-381.02 et seq. In the
event that it is discovered that the Contractor has made a false, fraudulent or unsupported statement
or claim to the District or the Department, the Department may terminate this Agreement and any
Task Order Agreements without liability.

Section 14.9 No Third-Party Beneficiary Rights. Nothing in this Agreement shall be
construed as creating third-party beneficiary rights in any person or entity, except as otherwise
expressly provided in this Agreement.

Section 14.10 Limitations. The Contractor agrees that any statute of limitations
applicable to any claim or suit by the Department arising from this Contract or its breach shall not
begin to run, or shall be deemed to be tolled, until Final Completion or, with respect to latent
defects or nonconformities, such later time as th e Department knew or should have known of the
defect or nonconformity.

Section 14.11 Binding Effect; Assignment. The Agreement shall inure to the benefit of,
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and be binding upon and enforceable by, the Parties and their respective successors and permitted
assigns. The Contractor shall not assign its rights under the Agreement, including the right to all
or a portion of its compensation, without the Department's prior written consent. Any delegation
or assignment made contrary to the provisions of this Paragraph shall be null and void.

Section 14.12 Survival. All warranties and representations of the Contractor contained in
the Contract or in any certificate or document fu rnished pursuant to the Agreement shall survive
termination or expiration of the Agreement.

Section 14.13 No Waiver. If the Department waives any power, right, or remedy arising
from the Contract or any applicable law, the waiver shall not be deemed to be a waiver of the
power, right, or remedy on the later recurrence of any similar events. No act, delay, or course of
conduct by the Department shall be deemed to constitute the Department's waiver, which may be
effected only by an express written waiver signed by the Department.

Section 14.14 Remedies Cumulative. Unless specifically provided to the contrary in the
Agreement, all remedies set forth in the Agreement are cumulative and not exclusive of any other
remedy the Department may have, including, without limitation, at law or in equity. The
Department's rights and remedies will be exercised at its sole discretion, and shall not be regarded
as conferring any obligation on the Department to exercise those rights or remedies for the benefit of
the Contractor or any other person or entity.

Section 14.15 Entire Agreement; Modification. The Agreement supersedes all
contemporaneous or prior negotiations, representations, course of dealing, or agreements, either
written or oral. No modifications to the Agreement shall be effective unless made in writing signed
by both the Department and the Contractor, unless otherwise expressly provided to the contrary in
the Contract.

Section 14.16 Severability. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement,
and in lieu of each such invalid, illegal or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in terms to such invalid, illegal or
unenforceable provision as may be possible and be valid, legal and enforceable; each part of this
Agreement is intended to be severable.

Section 14.17 Anti-Deficiency Act . The Department's obligations and responsibilities
under the terms of the Contract and any subsequent agreement en tered into pursuant to this
Agreement or referenced herein ( to which the Department is a party), are and shall remain subject
to the provisions of: (i) the federal Anti-Deficiency Act, 31 U.S.C. §§1341, 1342, 1349 -
1351,1511-1519 (2004) (the “Federal ADA”), and D.C. Official Code §§ 1-206.03(e) and 47-105
(2001); (ii) the District of Columbia Anti-Def iciency Act, D.C. Official Code §§ 47-355.01 –
355.08 (2004 Supp.) (the “D.C. ADA” and (i) and (ii) collectively, as amended from time to time,
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the “Anti- Deficiency Acts”); and (iii) Section 446 of the District of Columbia Home Rule Act,
D.C. Official Code § 1-204.46 (2001). Pursuant to the Anti-Deficiency Acts, nothing in this
Agreement shall create an obligation of the Depa rtment in anticipation of an appropriation by
Congress for such purpose, and the Department’s legal liability for payments and other charges
under this Agreement shall not arise or obtain in advance of the lawful availability of appropriated
funds for the applicable fiscal year as approved by Congress. IN ACCORDANCE WITH § 446
OF THE HOME RULE ACT, D.C. CODE § 1-204.46, NO DISTRICT OF COLUMBIA
OFFICIAL IS AUTHORIZED TO OBLIGATE OR EXPEND ANY AMOUNT UNDER
THE CONTRACT OR CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS
BEEN APPROVED, IS LAWFULLY AVAILABLE AND APPROPRIATED BY ACT
OF CONGRESS.

Section 14.17.1 The Department agrees to exercise all lawful authority available to it to satisfy
the financial obligations of the Department th at may arise under this. During the term of this
Agreement, the Mayor of the District of Columbia or other appropriate officials shall, for each fiscal
period, include in the budget application submitte d to the Council of the District of Columbia the
amount necessary to fund the Department ’s known potential financial obligations und er this
Agreement for such fiscal period. In the event that a request for such appropriations is excluded from
the budget approved by the Council and submitted to Congress by the President for the applicable
fiscal year or if no appropriation is made by Congress to pay any amounts due under this Agreement
for any period after the fiscal year for which a ppropriations have been made, and in the event
appropriated funds for such purposes are not otherwis e lawfully available, the Department will not
be liable to make any payment under this Agr eement upon the expiration of any then-existing
appropriation, the Department shall promptly no tify the Contractor, and this Agreement shall
immediately terminate upon the expiration of any then-existing appropriation.

Section 14.17.2 Notwithstanding the foregoing, no officer, employee, director, member or
other natural person or agent of th e District or Department shall have any personal liability in
connection with the breach of the provisions of th is Section or in the event of non-payment by the
Department under this Agreement.

Section 14.17.3 This Agreement shall not constitute an indebtedness of the District and/or the
Department nor shall it constitute an obligation for which the Department is obligated to levy or
pledge any form of taxation or for which the District has levied or pledged any form of taxation. No
District of Columbia Official or employee is authorized to obligate or expend any amount under this
Agreement unless such amount has been appropriated by an Act of Congress and is lawfully available.

Section 14.18 Termination for Default. The Department may terminate the Agreement
for default if the Contractor fails to perform any of its duties or obligations under the Agreement.
The Department must provide the Contractor with written notice of its intent to terminate the
Agreement under this provision If the Contractor has begun its curative action and has made
progress satisfactory to the Department within the seven days, the Department may so notify the
Contractor and the termination will not take effect. Otherwise, the termination shall take effect
without further notice or opportunity to cure.
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Section 14.19 Termination for Convenience . The Department may terminate the
Agreement in whole or specified part, for its convenience, whether the Contractor is in breach
of Contract or not. The notice of termination sh all state the effective date of termination, the
extent of the termination, and any specific instructions. The Contractor shall be entitled to
receive only the following with respect to the terminated portion of the Project: (1) Cost of Work
performed up to the date of termination; (2) reasonable cost s of terminating outstanding
subcontracts and supply agreements and other similar wind-up costs in a reasonable amount; (3) a
fair and reasonable portion of the overhead and profit attributable to the Work performed on the
terminated portion of the Project, up to the time of termination. In the event of a termination for
convenience, the Contractor shall not be entitled to profit on unperformed elements of the Work.

Section 14.20 Anti-Competitive Practices and Anti-Kickback Provisions.

Section 14.20.1 The Contractor recognizes the need for markets to operate competitively
and shall observe and shall comply with all applicable law, rules, and regulations prohibiting anti-
competitive practices. The Contractor shall not engage, directly or indirectly, in collusion or other
anti-competitive practices that reduces or eliminates competition or restrains trade. The
Department shall report to the appropriate authority any activity that evidences a violation of the
antitrust laws, and take such other further action to which it is entitled or obligated under the law.

Section 14.20.2 The Contractor shall observe and comply with all applicable law, rules,
and regulations prohibiting kickbacks and, without limiting the foregoing, the Contractor shall not:
(i) provide or attempt to provide or offer to provide any kickback; (ii) solicit, accept, or attempt to
accept any kickback; or (iii) include, directly or indirectly, the amount of any kickback in the
contract price charged by Contractor or a Subcontractor of the Contractor to the Department. The
Contractor shall have in place and follow reas onable procedures designed to prevent and detect
possible violations described in this subparagraph in its own operations and direct business
relationships. The Department may take any recourse available to it under the law for violations
of this anti-kickback provision.

Section 14.20.3 The Contractor represents and warrants that it did not, directly or
indirectly, engage in any collusive or other anti -competitive behavior in connection with the bid,
negotiation or award of the Agreement.

Section 14.21 Ethical Standards for the Department’s Employees and Former
Employees.

Section 14.21.2 The Department expects the Contractor to observe the highest ethical standards
and to comply with all applicable laws, rules, and regulations governing ethical conduct or
conflicts of interest. Neither the Contractor nor any person associated with the Contractor, shall
provide (or seek reimbursement for) any gift, gratuity, favor, entertainment, loan, or other things
of value to any employee of the District or the Department not in conformity with applicable law,
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rules or regulations. The Contractor shall not engage the services of any person or persons in the
employment of the Department or the Distri ct for any Work required, contemplated, or
performed under the Agreement. The Contractor may not assign to any former Department or
District employee or agent who has joined the Contractor’s firm any matter on which the former
employee, while in the employ of the Department, had material or substantial involvement in the
matter. The Contractor may request a waiver to permit the assignment of such matters to former
Department personnel on a case-by-case basis. The Contractor shall include in every subcontract
a provision substantially similar to this section so that such provisions shall be binding upon each
subcontractor or vendor.

Section 14.22 Gratuities and Officers Not To Benefit Provisions.

Section 14.22.1 If it is found, after notice and hearing, by the Department that gratuities
(in the form of entertainment, gifts, payment, offers of employment or otherwise) were offered or
given by the Contractor, or any agent or representative of the Contractor, to any official, employee
or agent of the Department or the District with a view toward securing the Agreement or any other
contract or securing favorable treatment with respect to the awarding or amending, or the making
of any determinations with respect to the performance of the Agreement, the Department may, by
written notice to the Contractor, terminate the right of the Contractor to proceed under the
Agreement and may pursue such other rights and remedies provided by law and under the
Agreement.

Section 14.22.2 In the event the Agreement is terminated as provided in Section 14.21.1,
the Department shall be entitled:

1. To pursue the same remedies against the Contractor as it could pursue in the event
of a breach of the Agreement by the Contractor; and

2. As a penalty in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the Department) which shall
be not less than ten times the costs incurred by the Contractor in providing any such
gratuities to any such officer or employee.

Section 14.22.3 No member of, nor delegate to Congress, Mayor or City Council Member,
nor officer nor employee of the District, nor off icer nor employee of the Department shall be
admitted to any share or part of the Agreement or to any benefit that may arise therefrom, and all
agreements entered into by the authorized represe ntative of the Department in which he or any
officer or employee of the Department shall be personally interested as well as all agreements
made by the Department in which the Mayor or City Council Member or officer or employee of
the District shall be personally interested shall be void and no payments shall be made on any such
contracts by the Department or by any officer ther eof; but this provision shall not be construed or
extend to the agreement if the share of or benefit to the member of, or delegate to Congress, Mayor
or City Council Member, or officer or employee of the District is de minimus.
Page 37 of 60

Section 14.23 Covenant Against Contingent Fees Provisions.

Section 14.23.1 The Contractor warrants that no person or selling agency has been employed
or retained to solicit or secure the Agreement upon an agreement or understanding for a
Commission, percentage, brokerage, or contingent fee, excepting bona fi de employees or bona
fide established commercial or selling agenc ies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the Department shall have the right to
terminate the Contract without liability or in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full am ount of the Department, percentage, brokerage of
t h e contingent fee.

Section 14.24 Conformance with Laws. It shall be the responsibility of the Contractor
to perform the Contract in conformance with the Department’s Procurement Regulations (27
DCMR § 4700 et seq.) and all statutes, laws, codes, ordinances, regulations, rules, requirements
and orders of governmental bodies, including, without limitation, the U.S. Government and the
District of Columbia government; and it is the sole responsibility of the Contractor to determine
the Procurement Regulations, statutes, laws, codes, ordinances, regulations, rules, requirements
and orders that apply and their effect on the Contractor’s obligations thereunder. This Section
14.23 shall apply during both the design and preconstruction phase and the construction phase.

Section 14.25 Retention of Records: Inspections and Audits.

Section 14.25.1 As used in this clause, “records” include books, documents,
accounting procedures and practices, and other data, regardless of type and regardless
of whether such items are in written form, in the form of computer data, or in any other
form.

Section 14.25.2 Examination of Costs. If this is a cost-reimbursement, incentive,
time-and-materials, labor-hour, or price re-determinable contract, or any combination
of these, the Contractor shall maintain and the CO, or an authorized representative of
the CO, shall have the right to examine and audit all records and other evidence
sufficient to reflect properly all costs claimed to have been incurred or anticipated to
be incurred directly or indirectly in th e performance of this Contract and the Task
Order Agreements. This right of examination shall include inspection at all reasonable
times of the Contractor’s plants, or parts of them, engaged in performing the Contract
and the Task Order Agreements.

Section 14.25.3 Cost or pricing data. If the Contractor has been required to submit
cost or pricing data in connection with any pricing action relating to this Contract or
the Task Order Agreements, the CO, or an authorized representative of the CO, in
order to evaluate the accuracy, completeness, and currency of the cost or pricing data,
Page 38 of 60
shall have the right to examin e and audit all of the Contractor ’s records, including
computations and projections, related to:

a. The proposal for the contract, subcontract, or modification;
b. The discussions conducted on the proposal(s), including those related to
negotiating;
c. Pricing of the contract, subcontract, or modification; or
d. Performance of the contract, subcontract, or modification.

Section 14.25.4 Comptroller General

a. The Comptroller General of the United S tates, or an authorized representative,
shall have access to and the right to examine any of the Contractor ’s directly
pertinent records involving transactions related to this Contract, Task Order
Agreements, or a subcontract.
b. This paragraph may not be construed to require the Contractor or subcontractor to
create or maintain any record that the Contractor or subcontractor does not
maintain in the ordinary course of business or pursuant to a provision of law.

Section 14.25.5 Reports. If the Contractor is required to furnish cost, funding, or
performance reports, the CO or an authorized representative of the CO shall have the
right to examine and audit the supporting records and materials, for the purpose of
evaluating:

a. The effectiveness of the Contractor ’s policies and procedures to produce data
compatible with the objectives of these reports; and
b. the data reported.

Section 14.25.6 Availability. The Contractor shall make available at its office at all
reasonable times the records, materials, and other evidence described in Section 14.24,
for examination, audit, or reproduction, until three (3) years after final payment under
this Agreement, any subse quent Task Order Agreement, or for any shorter period
specified in the RFQ, or for any longer pe riod required by statute or by other section
of this Contract. In addition:

a. If this Contract or the Task Order Agreement is completely or partially terminated,
the Contractor shall make available the records relating to the work terminated until
thee (3) years after any resulting final termination settlement; and
b. The Contractor shall make available records relating to appeals under Article 13 of
this Contract (Disputes and Claims) or to litigation or the settlement of claims
arising under or relating to this Contract until such appeals, litigation, or claims are
finally resolved.

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Section 14.25.7 The Contractor shall insert a clause containing all the terms of this
Section 14.25, including this Section 14.25.7 in all subcontracts under this Contract
that exceed the small purchase threshold of $100,000.00 and:

a. That are cost-reimbursement, incentive, time-and-materials, labor-hour, or price
re-determinable type or any combination of these;
b. For which cost or pricing data are required; or
c. That requires the subcontractor to furnish reports as discussed in Section 14.25.5
of this Contract.

Section 14.25.8 The Inspector General, District of Columbia Auditor, or Director shall
be entitled to audit the books and records of a contractor or any subcontractor under
any negotiated contract or subc ontract, other than a firm-fixed-price contract, to the
extent that the books and records relating to the performance of the contract or
subcontract. Books and records shall be maintained by the Contractor for a period of
three (3) years from the date of final pay ment under the prime contract and by the
subcontractor for a period of three (3) years from the date of final payment under the
subcontract unless a shorter period is othe rwise authorized in writing. The Inspector
General, District of Columbia Auditor, or Director may, at reasonable times, inspect
the part of the place of business of a contract or or any subcontractor which is related
to the performance of any contract awarded or to be awarded by the District.

Section 14.26 Warranties and Representations

Section 14.26.1 All disclosures, representations, warranties, and certifications the
Contractor makes in its proposal in response to the RFQ shall remain binding and in effect
throughout the term of the Contract. The Contractor reaffirms that all such disclosures,
representations, warranties, and certifications are true and correct.

Section 14.26.2 If any disclosure, representation, warranty or certification the
Contractor has made or makes pursuant to the RF Q or the Contract, including, without limitation,
representations concerning the Contractor’s construction or design experience and qualifications,
claims or litigation history or financial condition, is materially inaccurate, that shall constitute a
material breach of the Contract, entitling the Department to all available remedies.

Section 14.26.3 The terms and conditions of Section 14.25 shall apply during both
the preconstruction and construction and design management phases.

Section 14.27 Responsibility for Agents and Contractors. At all times and during both
the preconstruction and construction phases, the Contractor shall be responsible to the Department
for any and all acts and omissions of the Contractor’s agents, employees, Subcontractors, Sub-
Subcontractors, material suppliers, and laborers, and the agents and employees of the
Subcontractors, Sub-Subcontractors, material suppliers, and laborers performing or supplying
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Work in connection with the Project. This Section 14.26 shall apply during both the
preconstruction and construction phases.

Section 14.28 Independent Contractor. The Contractor and the Contractor’s
employees: (1) shall perform the services specified herein as independent contractors, not as
employees or agent of the District , or joint venture or pa rtner with the District; (2) shall be
responsible for their own management and admini stration of the work required and bear sole
responsibility for complying with any and all technical, schedule, financial requirements or
constraints attendant to the performance of this Agreement a nd any subsequent Task Order
Agreement; (3) shall be free from supervision or control by any government employee with respect
to the manner or method of performance of the service specified; but (4) shall, pursuant to the
government’s right and obligation to inspect, accep t or reject work, comply with such general
direction of the CO, or the duly authorized repres entative of the CO as is necessary to ensure
accomplishment of the objectives of this Agre ement and any Task O rder Agreement. The
Contractor shall have exclusive authority to man age, direct, and control the Work, and shall be
responsible for all construction means, methods, techniques, sequences, and procedures, as well as
for Project safety.

Section 14.29 Non-Discrimination in Employment Provisions.

14.29.1 District of Columbia Human Rights Act
a. The Contractor shall not discriminate in an y manner against any employee or applicant for
employment that would constitute a violation of the District of Columbia Human Rights Act,
effective December 13, 1977, as amended (D.C. Law 2-38; D.C. Official Code § 2-1401.01 et seq.)
(“Act”, as used in this clause). The Contractor shall include a similar clause in all subcontracts, except
subcontracts for standard commercial supplies or ra w materials. In addition, the Contractor agrees,
and any subcontractor shall agree, to post in conspicuous places, available to employees and
applicants for employment, a notice setting forth the provisions of this non-discrimination clause as
provided in section 251 of the Act.
b. Pursuant to Mayor’s Order 85-85, (6/10/85), Mayor’s Order 2002-175 (10/23/02), Mayor’s
Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter 11 of Title 4
of the D.C. Municipal Regulations, the following clauses apply to the Agreement:

1. The Contractor shall not discriminate against any employee or applicant for employment
because of race, color, religion, national ori gin, sex, age, marital status, personal
appearance, sexual orientation, family re sponsibilities, matriculation, political
affiliation, or physical handicap.
2. The Contractor agrees to take affirmative action to ensure that applicants are employed,
and that employees are treated during employmen t, without regard to their race, color,
religion, national origin, sex, age, marita l status, personal appearance, sexual
orientation, family responsibilities, matricula tion, political affiliation, or physical
handicap. The affirmative action shall include, but not be limited to, the following:
Page 41 of 60

i. Employment, upgrading, or transfer;
ii. Recruitment or recruitment advertising;
iii. Demotion, layoff, or termination;
iv. Rates of pay, or other forms of compensation; and
v. Selection for training and apprenticeship.

3. Unless otherwise permitted by law and dire cted by the Department, the Contractor
agrees to post in conspicuous places, av ailable to employees and applicants for
employment, notices to be provided by the De partment setting forth the provisions of
paragraphs 1 and 2 of Section 14.28.1(b) of this Agreement, concerning non-
discrimination and affirmative action.
4. The Contractor shall, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment pursuant to the nondiscrimination requirements set
forth in Section 14.29.1.
5. The Contractor agrees to send to each lab or union or representative of workers with
which it has a collective bargaining agre ement, or other cont ract or understanding, a
notice to be provided by the Department , advising each labor union or workers'
representative of the Contractor ’s commitments under this Section 14.29.1, and shall
post copies of the notice in conspicuous plac es available to employees and applicants
for employment.
6. The Contractor agrees to permit access by the Department to all books, records and
accounts pertaining to its employment pract ices for purposes of investigation to
ascertain compliance with this Section 14.29.1 , and to require under terms of any
subcontractor agreement each subcontractor to permit acc ess of the subcontractors,
books, records, and accounts for such purposes.
7. The Contractor shall include in every subcontract this Section 14.29.1, so that such
provisions shall be binding upon each subcontractor or vendor.
8. The Contractor shall take such action with respect to any subcontract as the CO may
direct as a means of enforcing these provisions, including sanctions for noncompliance;
provided, however, that in the event the Contractor becomes involved in, or is threatened
with, litigation with a subcontractor or ve ndor as a result of such direction by the
Department, the Contractor may request the Di strict to enter into such litigation to
protect the interest of the District.

Section 14.29.2 PREGNANT WORKERS’ FAIRNESS

a. The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of
2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act).
b. The Contractor shall not:

1. Refuse to make reasonable accommodations to the known limitations related to
pregnancy, childbirth, related medical conditions, or breastfeeding for an employee,
Page 42 of 60
unless the Contractor can demonstrate that the accommodation would impose an
undue hardship;
2. Take adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee 's conditions or privileges of employment,
including failing to reinstate the em ployee when the need for reasonable
accommodations ceases to the employee's ori ginal job or to an equivalent position
with equivalent:
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to an employee, or a job applicant, if the denial is
based on the need of the employer to make reasonable accommodations to the known
limitations related to pregnancy, chil dbirth, related medical conditions, or
breastfeeding;
4. Require an employee affected by pregna ncy, childbirth, related medical conditions,
or breastfeeding to accept an accommodation that the employee chooses not to accept
if the employee does not have a known limitation related to pregnancy, childbirth,
related medical conditions, or breastfeeding or the accommodation is not necessary
for the employee to perform her duties;
5. Require an employee to take leave if a reasonable accommodation can be provided;
or
6. Take adverse action against an employee who has been absent from work as a result
of a pregnancy-related condition, including a pre-birth complication.

c. The Contractor shall post and maintain in a conspicuous place a notice of rights in both
English and Spanish and provide written notice of an employee's right to a needed
reasonable accommodation related to pregnancy, childbirth, related medical conditions, or
breastfeeding pursuant to the PPWF Act to:

a. New employees at the commencement of employment;
b. Existing employees; and
c. An employee who notifies the employer of her pregnancy, or other condition
covered by the PPWF Act, within 10 days of the notification.

d. The Contractor shall provide an accurate written translation of the notice of rights to any
non-English or non-Spanish speaking employee.

e. Violations of the PPWF Act shall be subject to civil penalties as described in the PPWF
Act.

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14.29.3 UNEMPLOYED ANTI-DISCRIMINATION

a. The Contractor shall comply with the Unemployed Anti-Discrimination Act of 2012, D.C.
Official Code § 32-1361 et seq. (“Anti- Discrimination Act”).

b. The Contractor shall not:

1. Fail or refuse to consider for employment, or fail or refuse to hire, an individual as an
employee because of the individual's status as unemployed; or
2. Publish, in print, on the Internet, or in any other medium, an advertisement or announcement
for any vacancy in a job for employment that includes:
i. Any provision stating or indicating that an individual's status as unemployed disqualifies
the individual for the job; or
ii. Any provision stating or indicating that an employment agency will not consider or hire an
individual for employment based on that individual's status as unemployed.

c. Violations of the Unemployed Anti-Discrimination Act shall be subject to civil penalties as
described in the Anti- Discrimination Act.

Section 14.30 The Quick Payment Act

Section 14.30.1 Interest Penalties to Contractors

Section 14.30.1.1 The District will pay interest penalties on amounts due to the Contractor under the
Quick Payment Act, D.C. Official Code §2-221.01 et seq., as amended, for the period beginning on
the day after the required pay ment date and ending on the date on which payment of the amount is
made. Interest shall be calculated at the rate of 1.5% per month. No inte rest penalty shall be paid if
payment for the completed delivery of the item of property or service is made on or before the required
payment date. The required payment date shall be:

a. The date on which payment is due under the terms of the Contract;
b. Not later than 7 calendar days, excluding legal holidays, after the date of delivery of meat or meat
food products;
c. Not later than 10 calendar days, excluding legal holidays, after the date of delivery of a perishable
agricultural commodity; or
d. 30 calendar days, excluding legal holidays, after receipt of a proper invoice for the amount of the
payment due, if a specific date on which payment is due is not established by contract;

Section 14.30.1.2 Any amount of an interest penalty which remains unpaid at the end of any 30-day
period shall be added to the principal amount of the debt and thereafter interest penalties shall accrue
on the added amount.

Section 14.30.1.3 No interest penalty shall be due to th e Contractor if payment for the completed
delivery of goods or services is made on or after:
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a.3rd day after the required payment date for meat or a meat food product;
b.5th day after the required payment date for an agricultural commodity; or
c.15th day after any other required payment date in the case of any other item.

Section 14.30.2 Payments to Subcontractors

Section 14.30.2.1 The Contractor must take one of the followi ng actions within seven (7) days of
receipt of any amount paid to the Contractor by the District for work performed by any subcontractor
under this contract:

a. Pay the subcontractor for the proportionate sh are of the total payment received from
the District that is attributable to th e subcontractor for work performed under the
Contract; or
b. Notify the Contracting Officer and th e subcontractor, in writing, of the Contractor’s
intention to withhold all or part of the s ubcontractor’s payment and state the reason
for the nonpayment.

Section 14.30.2.2 The Contractor must pay any subcontract or or supplier interest penalties on
amounts due to the subcontractor or supplier beginning on the day after the payment is due and ending
on the date on which the payment is made. Interest shall be calculated at the rate of 1.5% per month.
No interest penalty shall be paid on the following if payment for the completed delivery of the item
of property or service is made on or before:

a. The 3rd day after the required payment date for meat or a meat product;
b. The 5th day after the required payment date for an agricultural commodity; or
c. The 15th day after the required payment date for any other item.

Section 14.30.2.3 Any amount of an interest penalty whic h remains unpaid by the Contractor at the
end of any 30-day period shall be added to the principal amount of the debt to the subcontractor and
thereafter interest penalties shall accrue on the added amount.

Section 14.30.2.4 A dispute between the Contractor and su bcontractor relating to the amounts or
entitlement of a subcontractor to a payment or a late payment interest penalty under the Quick
Payment Act does not constitute a dispute to which th e District of Columbia is a party. The District
may not be interpleaded in any judicial or administrative proceeding involving such a dispute.

Section 14.30.3 Subcontractor Quick Payment Clause Flow-Down Requirements

Section 14.30.3.1 The Contractor shall include in each subc ontract under this Contract a provision
requiring the subcontractor to include in its contract with any lower-tier subcontractor or supplier the
payment and interest clauses required under paragraphs (1) and (2) of D.C. Official Code §2-
221.02(d).

Page 45 of 60
Section 14.31 Confidentiality of Information. The Contractor shall keep all information relating to
any employee or customer of the District in absolute confidence and shall not use the information in
connection with any other matters; nor shall it disclose any such information to any other person, firm
or corporation, in accordance with th e District and federal laws gov erning the confidentiality of
records. In the course of the Cont ractor ’s performance of the work, the Department may make
available to the Contractor information that the De partment designates as trade secrets or other
confidential engineering, technical and business information. As long as, and to the extent that, such
information remains confidential and available to others only with the consent of the Department, or
is not generally available to the public from other sources, the Contractor shall maintain such
information in strict confidence and shall not disclo se any such information to others (including its
employees or subcontractors), except to the extent necessary to enable the Contractor to carry out the
projects. The Contractor shall similarly obligate any and all persons to whom such information is
necessarily disclosed to maintain the information in strict confidence. The Contractor agrees that, in
the event of any breach of this confidentiality obligation, the Department shall be entitled to equitable
relief, including injunctive relief or specific pe rformance, in addition to all other rights or remedies
otherwise available.

Section 14.32 Freedom Of Information Act (“FOIA”)

The District of Columbia Freedom of Information Act, at D.C. Official Code § 2-532 (a-3), requires
the District to make available for inspection an d copying any record produced or collected pursuant
to a District contract with a pri vate contractor to perform a public function, to the same extent as if
the record were maintained by the agency on whose beha lf the contract is made. If the Contractor
receives a request for such information, the Contractor shall immediately send the request to the PM
designated in each Task Order Agreement who will provide the request to the FOIA Officer for the
agency with programmatic responsibility in accordance with the D.C. Freedom of Information Act.
If the agency with programmatic responsibility receives a request for a record maintained by the
Contractor pursuant to the Contract, the PM will for ward a copy to the Contractor. In either event,
the Contractor is required by law to provide all re sponsive records to the PM within the timeframe
designated by the PM. The FOIA Officer for th e agency with programmatic responsibility will
determine the releasability of the records. The District will reimburse the Contractor for the costs of
searching and copying the records in accordance with D.C. Official Code §2-532 and Chapter 4 of
Title 1 of the D.C. Municipal Regulations.

Section 14.33 AMERICANS WITH DISABILITIES ACT OF 1990 (“ADA”)

During the performance under this Agreement, the Contractor and any of it s subcontractors shall
comply with the ADA. The ADA makes it unlawful to discriminate in employment against a qualified
individual with a disability. See 42 U.S.C. §12101 et seq.

Section 14.34 Contracts In Excess Of One Million Dollars

Any contract in excess of $l,000,000 shall not be binding or give rise to any claim or demand against
the District until approved by the Council of the District of Columbia and signed by the Contracting
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Officer.
14.35 Special Provisions Related to the COVID-19 Emergency

14.35.1. The Contractor is required to comply with Mayor’s Order 2021 -099, COVID-19
Vaccination Certification Requirement for District Government Employees, Contractors, Interns,
and Grantees, dated August 10, 2021, and all substantially similar vaccine requirements, including
any modifications to this Order, unless and until they are rescinded or superseded. At the request
of the District government, Contractors may be asked to provide certification of compliance with
this requirement and/or documents and records in support of this certification.
14.35.2 The Contractor is required to comply with City Administrator’s Order 2021-4,
Resumption of Requirement for All Persons to Wear a Mask Inside District Government
Buildings and While on Duty as a District Gove rnment Employee or Contractor, dated July 30,
2021, and all substantially similar mask requirements including any modifications to this Order,
unless and until they are rescinded or superseded.
.Section 14.36 Media Releases. Neither the Contractor, its employees, agents or subcontractors,
or material suppliers shall make any press release or similar media release related to any project
unless such press release has been discussed with the Department prior to its issuance.
Section 15. Prohibition Against Contractor’s Per formance of Inherently Governmental
Functions
Pursuant to D.C. Official Code § 2-352.05a, the Contractor shall not perform any inherently
governmental function. An inherently governmental function involves, among other things, the
interpretation and execution of the laws of the District to: (1) Bind the District to take or not to
take some action by contract, policy, regulation, authorization, order, or otherwise; (2) Appoint,
direct, or control officials or employees of th e District; (3) Exert ultimate control over the
acquisition, use, or disposition of the property, real or personal, tangible or intangible, of the
District, including the control, or disbursement of, appropriated and other District funds; (4) With
respect to contracts to procure goods or services for the District: (A) Determine what supplies or
services are to be acquired by the District, a nd at what prices; provided, that the Mayor or the
Mayor's designee may give a contractor authority to acquire supplies for the District at prices
within specified ranges and subject to other reasonable conditions considered appropriate; (B)
Participate as a voting member on any source-selection board, unless the contractor has: (i) Been
hired by the District for its specific technical expertise; and (ii) No conflict of interest exists with
regard to the contract or vendors under consideration by the source-selection board; (C) Approve
any contractual documents, to include documents defining requi rements, incentive plans, and
evaluation criteria; (D) Award contracts; (E) Administer contracts, including ordering changes in
contract performance or contra ct quantities, taking action base d on evaluations of contractor
performance, and accepting or rejecting contractor products or services; (F) Terminate contracts;
(G) Determine whether contract costs are reasonable, allocable, or allowable; and (H) Evaluate a
Page 47 of 60
contractor's performance when the evaluation is to be used to determine whether payment should
be made to the contractor and in what amount. Given the foregoing, the Contractor acknowledges
that only District government employees may perform inherently governmental functions; and,
the Contractor is required to notify the CO and CO TR in writing if its work under this Contract
requires District government employees to perform inherently governmental functions.
IN WITNESS WHEREOF , the Parties have executed this Ag reement for Construction Projects
(Solicitation Number DCAM-22-CS-RFQ-0001) as of the date last written below.
DEPARTMENT OF GENERAL SERVICES, CHIARAMONTE
CONSTRUCTION COMPANY
(An agency within the executive branch
of the Government of the District of Columbia)
By: By:
Name: Name:
Title: Title:
Date: Date:
y:
Frank Chiaramonte
President
April 1, 2022
ERIC NJONJO
Contracting Officer

Exhibit A

The Department’s Standard Contract Provisions (Construction Contracts)
and (Architectural and Engineering Services Contracts)
Standard Contract Provisions - Page 1 of 24
District of Columbia Department of General Services
Standard Contract Provisions
GENERAL PROVISIONS
(Construction Contract)
ARTICLE 1. DEFINITIONS
A. “Government” as used herein means the District of Columbia Department of General Services,
(DGS) that is a party to a contract.
B. “Executive” as used herein means the elected head of the Government as set forth in [Public Law
93-198 dated December 24, 1973, Title 4, Part B, Section 422(1)] (Or relevant local law).
C. “Contracting Officer” as used herein means the Government official authorized to
execute and administrate the Contract on behalf of the Government. Within DGS, the Director is
the Chief Contracting Officer. The Director may make delegations of procurement authority to
additional contracting officers within DGS.
D. “Contract Documents” or “Contract” as used herein means Addenda, Contract Form, Standard
Contract Provisions, Instructions to Bidders, Ge neral Provisions, Labor Provisions, Performance
and Payment Bonds, Specifications, Special Provisions, Contract Drawings, approved written
Change Orders and Agreements required to acceptably complete the Contract, including
authorized extensions thereof.
ARTICLE 2. SPECIFICATIONS AND DRAWINGS—The Contractor shall keep on the work site a copy of
Contract drawings and specifications and shall at all times give the Contracting Officer access thereto.
Anything mentioned in the specifications and not shown on the Contract drawings, or shown on the
Contract drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned
in both.
There shall be no change orders or equitable adjustments for work related to items appearing in either the
Contract drawing or specifications.
All Contract requirements are equally binding. Each Contract requirement, whether or not omitted
elsewhere in the Contract, is binding as though occurring in any or all parts of the Contract. In case of
discrepancy:
1. The Contracting Officer shall be promptly notified in writing of any error, discrepancy or
omission, apparent or otherwise.
2. Applicable Federal, State, and Municipal Code requirements have priority over: the
Contract form, General Provisions, Change Orders, Addenda, Contract drawings, Special
Provisions and Specifications.
3. The Contract form, Standard Contract Provisions, General Provisions and Labor
Provisions have priority over: Change Orders, Addenda, Contract drawings, Special
Provisions and Specifications.
4. Change Orders have priority over: Addenda, Contract drawings and Specifications.
5. Addenda have priority over: Contract drawings, Special Provisions and Specifications. A
later dated Addendum has priority over earlier dated Addenda.
6. Special Provisions have priority over: Contract drawings and other specifications.
Standard Contract Provisions - Page 2 of 24
7. Shown and indicated dimensions have priority over scaled dimensions.
8. Original scale drawings and details have priority over any other different scale drawings
and details.
9. Large scale drawings and details have priority over small scale drawings and details.
10. Any adjustment by the Contractor without a prior determination by the Contracting Officer
shall be at his own risk and expense. The Contracting Officer will furnish from time to
time such detail drawings and other information as he may consider necessary, unless
otherwise provided.
ARTICLE 3. CHANGES
A. DESIGNATED CHANGE ORDERS —The Contracting Officer may, at any time, without notice to
the sureties, by written order designated or indicated to be a change order, make any change in
the work within the general scope of the Contract, including but not limited to changes
1. In the Contract drawings and specifications;
2. In the method or manner of performance of the work;
3. In the Government furnished facilities, equipment, materials or services; or
4. Directing acceleration in the performance of the work.
Nothing provided in this Article shall excuse the Contractor from proceeding with the prosecution
of the work so changed.
B. OTHER CHANGE ORDERS —Any other written order or an oral order (which term as used in this
Section (B) shall include direction, instruction, interpretation, or determination) from the
Contracting Officer which causes any such change, shall be treated as a Change Order under
this Article, provided that the Contractor gives the Contracting Officer written notice stating the
date, circumstances and sources of the order and that the Contractor regards the order as a
Change Order.
C. GENERAL REQUIREMENTS —Except as herein provided, no order, statement or conduct of the
Contracting Officer shall be treated as a change under this Article or entitle the Contractor to an
equitable adjustment hereunder. If any change under this Article causes an increase or decrease
in the Contractor’s cost of, or the time required for, the performance of any part of the work under
this Contract whether or not changed by any order, an equitable adjustment shall be made and
the Contract modified in writing accordingly; provided, however, that except for claims based on
defective specifications, no claim for any change under (B) above shall be allowed for any cost
incurred more than 20 days before the Contractor gives written notice as therein required unless
this 20 days is extended by the Contracting Officer and provided further, that in case of defective
drawings and specifications, the equitable adjustment shall include any increased cost
reasonably incurred by the Contractor in attempting to comply with such defective drawings and
specifications.
If the Contractor intends to assert a claim for an equitable adjustment under this Article, he must,
within 30 days after receipt of a written Change Or der under (A) above or the furnishing of a
written notice under (B) above, submit to the Contracting Officer a written statement setting forth
the general nature and monetary extent of such claim, unless this period is extended by the
Contracting Officer. The statement of claim hereunder may be included in the notice under (B)
above.
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With respect to the notification requirements hereunder, time is of the essence. A failure to
provide timely notice constitutes waiver of the claim. No claim by the Contractor for an equitable
adjustment hereunder shall be allowed if asserted after final payment under the Contract.
D. CHANGE ORDER BREAKDOWN —Contract prices shall be used for Change Order work where
work is of similar nature; no other costs, overhead or profit will be allowed.
Where Contract prices are not appropriate and the nature of the change is known in advance of
construction, the parties shall attempt to agree on a fully justifiable price adjustment and/or
adjustment of completion time.
When Contract prices are not appropriate, or the parties fail to agree on equitable adjustment, or
in processing claims, equitable adjustment for Change Order work shall be per this Article and
Article 4 and shall be based upon the breakdown shown in following subsections 1. through 7.
The Contractor shall assemble a complete cost breakdown that lists and substantiates each item
of work and each item of cost.
1. Labor —Payment will be made for direct labor cost plus indirect labor cost such as
insurance, taxes, fringe benefits and welfare provided such costs are considered
reasonable. Indirect costs shall be itemized and verified by receipted invoices. If
verification is not possible, up to 18 percent of direct labor costs may be allowed. In
addition, up to 20 percent of direct plus indirect labor costs may be allowed for overhead
and profit.
2. Bond —Payment for additional bond cost will be made per bond rate schedule submitted
to the Office of Contracting and Procurement with the executed Contract.
3. Materials —Payment for cost of required materials will be F.O.B. destination (the job site)
with an allowance for overhead and profit.
4. Rented Equipment —Payment for required equipment rented from an outside company
that is neither an affiliate of, nor a subsidiary of, the Contractor will be based on receipted
invoices which shall not exceed rates given in the current edition of the Rental Rate Blue
Book for Construction Equipment published by Data Quest. If actual rental rates exceed
manual rates, written justification shall be furnished to the Contracting Officer for
consideration. No additional allowance will be made for overhead and profit. The
Contractor shall submit written certification to the Contracting Officer that any required
rented equipment is neither owned by nor rented from the Contractor or an affiliate of or
subsidiary of the Contractor.
5. Contractor’s Equipment — Payment for required equipment owned by the Contractor or
an affiliate of the Contractor will be based solely on an hourly rate derived by dividing the
current appropriate monthly rate by 176 hours. No payment will be made under any
circumstances for repair costs, freight and transportation charges, fuel, lubricants,
insurance, any other costs and expenses, or overhead and profit. Payment for such
equipment made idle by delays attributable to the Government will be based on one-half
the derived hourly rate under this subsection.
6. Miscellaneous —No additional allowance will be made for general superintendence, use
of small tools and other costs for which no specific allowance is herein provided.
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7. Subcontract Work —Payment for additional necessary subcontract work will be based
on applicable procedures in 1. through 6., to which total additional subcontract work up to
an additional 10 percent may be allowed for the Contractor’s overhead and profit.
ARTICLE 4. EQUITABLE ADJUSTMENT OF CONTRACT TERMS
The Contractor is entitled to an equitable adjustment of the contract terms whenever the following
situations develop:
A. DIFFERING SITE CONDITIONS:
1. During the progress of the work, if subsurface or latent physical conditions are encountered
at the site differing materially from those indicated in the contract or if unknown physical
conditions of an unusual nature, differing materially from those ordinarily encountered and
generally recognized as inherent in the work provided for in the contract, are encountered at
the site, the Contractor, upon discovering such conditions, shall promptly notify the
Contracting Officer in writing of the specific differing conditions before they are disturbed and
before the affected work is performed.
2. Upon written notification, the Contracting Officer will investigate the conditions, and if he/she
determines that the conditions materially differ and cause an increase or decrease in the cost
or time required for the performance of any work under the contract, an adjustment, excluding
loss of anticipated profits, will be made and the contract modified in writing accordingly. The
Contracting Officer will notify the Contractor of his/her determination whether or not an
adjustment of the contract is warranted.
3. No contract adjustment which results in a benefit to the Contractor will be allowed unless the
Contractor has provided the required written notice; a failure to notify the Contracting Officer
of the changed conditions prior to work being disturbed by said conditions shall constitute a
permanent waiver of all right to compensation related to the changed conditions by the
Contractor.
4. No contract adjustment will be allowed under this clause for any effects caused on
unchanged work.
B. SUSPENSION OF WORK ORDERED BY THE CONTRACTING OFFICER:
1. If the performance of all or any portion of the work is suspended or delayed by the
Contracting Officer in writing for an unreasonable period of time (not originally anticipated,
customary, or inherent to the construction industry) and the Contractor believes that
additional compensation and/or contract time is due as a result of such suspension or delay,
the Contractor shall submit to the Contracting Officer in writing a request for equitable
adjustment within seven (7) calendar days of receipt of the notice to resume work. The
request shall set forth the reasons and support for such adjustment.
2. Upon receipt, the Contracting Officer will evaluate the Contractor’s request. If the Contracting
Officer agrees that the cost and/or time required for the performance of the contract has
increased as a result of such suspension and the suspension was caused by conditions
beyond the control or and not the fault of the contractor, its suppliers, or subcontractors at
any approved tier, and not caused by weather, the Contracting Officer will make an
adjustment (excluding profit) and modify the contract in writing accordingly. The Contracting
Officer will notify the Contract of his/her determination whether or not an adjustment of the
contract is warranted.
3. No contract adjustment will be allowed unless the Contractor has submitted the request for
adjustment within the time prescribed; a failure to submit a request for adjustment in the time
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prescribed shall constitute waiver of all right to compensation related to the suspension of
work by the Contractor.
4. No contract adjustment will be allowed under this clause to the extent that performance would
have been suspended or delayed by any other cause, or for which an adjustment is provided
for or excluded under any other term of condition of this contract.
C. SIGNIFICANT CHANGES IN THE CHARACTER OF WORK :
1. The Contracting Officer reserves the right to make, in writing, at any time during the work,
such changes in quantities and such alterations in the work as are necessary to satisfactorily
complete the project. Such changes in quantities and alterations shall not invalidate the
contract nor release the surety, and the Contractor agrees to perform the work as altered.
2. If the alterations or changes in quantities significantly change the character of the work under
the contract, whether or not changed by any such different quantities or alterations, an
adjustment, excluding loss of anticipated profits, will be made to the contract. The basis for
the adjustment shall be agreed upon prior to the performance of the work. If a basis cannot
be agreed upon, then an adjustment will be made either for or against the Contractor in such
amount as the Contracting Officer may determine to be fair and reasonable.
3. If the alterations or changes in quantities significantly change the character of the work to be
performed under the contract, the altered work will be paid for as provided elsewhere in the
contract.
4. The term “significant change” shall be construed to apply only to the following circumstances:
a. When the character of the work as altered differs materially in kind or nature from that
involved or included in the original proposed construction; or
b. When an item of work is increased in excess of 125 percent or decreased below 75
percent of the original contract quantity. Any allowance for an increase in quantity
shall apply only to that portion in excess of 125 percent of original contract item
quantity, or in the case of a decrease below 75 percent, to the actual amount of work
performed.
ARTICLE 5. TERMINATION
TERMINATION GENERALLY- Termination, whether for default or convenience, is not a Government
claim. The Contracting Officer may terminate a contract for default, in whole or in part, if the termination
is in the best interests of the Government, and the Contractor does any of the following:
(a) Fails to deliver the goods or complete the wor k or services within the time specified in the
contract or any modification;
(b) Fails to make sufficient progress on contract performance so as to endanger performance of the
contract within the time specified or in the manner specified in the contract;
(c) Fails or refuses to go forward with the work in accordance with the direction of the Contracting
Officer;
(d) Expresses through word or conduct an intention not to complete the work in accordance with the
directions of the Contracting Officer;
(e) Fails to perform any of the other provisions of the contract;
(f) Materially deviates from the representations and capabilities set forth in the Contractor’s
response to the solicitation.
A termination for default is a final decision of a Contracting Officer. In order to contest a termination for
default, the Contractor must submit a certified request to convert the termination for default to a
termination for convenience with all documents supporting such conversion and comply with all contract
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provisions and laws relating to terminations for convenience, including the submission of a certified
termination for convenience settlement proposal. The submission of the certified request for conversion to
a termination for convenience and certified termination settlement proposal to the Contracting Officer
must occur prior to 90 days from the date of the Contracting Officer’s final decision.
DELAYS—If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with
such diligence as will insure its completion within the time specified in the Contract, or any extension
thereof, or fails to complete said work within specified time, the Government may, by written notice to the
Contractor, terminate his right to proceed with the work or such part of the work involving the delay. In
such event the Government may take over the work and prosecute the same to completion, by contract or
otherwise, and may take possession of and utilize in completing the work such materials, appliances, and
plant as may have been paid for by the Government or may be on the site of the work and necessary
therefore. Whether or not the Contractor’s right to proceed with the work is terminated, he and his
sureties shall be liable for any liability to the Government resulting from his refusal or failure to complete
the work within the specified time.
If fixed and agreed liquidated damages are provided in the Contract and if the Government does not so
terminate the Contractor’s right to proceed, the resulting damage will consist of such liquidated damages
until the work is completed and accepted.
The Contractor’s right to proceed shall not be so terminated nor the Contractor charged with resulting
damage if:
1. The delay in the completion the work arises from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor, including but not restricted to acts of God, acts
of the public enemy, acts of the Government in either its sovereign or contractual capacity, acts of
another contractor in the performance of a contract with the Government, fires, floods, epidemics,
quarantine restrictions, strikes, freight embargoes, climatic conditions beyond the normal which
could be anticipated, or delays of subcontractors or suppliers arising from unforeseeable causes
beyond the control and without the fault or negligence of both the Contractor and such
subcontractors or suppliers (the term subcontractors or suppliers shall mean subcontractors or
suppliers at any tier); and
2. The Contractor, within 72 hours from the beginning of any such delay, (unless the Contracting
Officer grants a further period of time before the date of final payment under the Contract) notifies
the Contracting Officer in writing of the causes of delay.
The Contracting Officer shall ascertain the facts and the extent of the delay and extend the time far
completing the work when, in his judgment, the findings of fact justify such an extension, and his findings
of fact shall be final and conclusive on the parties, subject only to appeal as provided in Article 7 herein.
If, after notice of termination of the Contractor’s right to proceed under the provisions of this Article, it is
determined for any reason that the Contractor was not in default under the provisions of this Article, or
that the delay was excusable under the provisions of this Article, the rights and obligations of the parties
shall be in accordance with Article 6 herein. Failure to agree to any such adjustment shall be a dispute
concerning a question of fact within the meaning of Article 7 herein.
The rights and remedies of the Government provided in this Article are in addition to any other rights and
remedies provided by law or under the Contract.
The Government may, by written notice, terminate the Contract or a portion ther eof as a result of an
Executive Order of the President of the United States with respect to the prosecution of war or in the
interest of national defense. When the Contract is so terminated, no claim for loss of anticipated profits
will be permitted.
ARTICLE 6. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
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A. The performance of work under the Contract may be terminated by the Government in
accordance with this Article in whole, or in part, whenever the Contracting Officer shall
determine that such termination is in the best interest of the Government. Any such termination
shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent
to which performance of work under the Contract is terminated, and the date upon which such
termination becomes effective.
B. After receipt of a Notice of Termination, and except as otherwise directed by the Contracting
Officer, the Contractor shall:
1. Stop work under the Contract on the date and to the extent specified in the Notice of
Termination.
2. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the Contract as is not
terminated.
3. Terminate all orders and subcontracts to the extent that they relate to the performance of
work terminated by the Notice of Termination.
4. Assign to the Government, in the manner, at the times, and to the extent directed by the
Contracting Officer, all of the right, title and interest of the Contractor under the orders and
subcontracts so terminated, in which case the Government shall have the right, in its
discretion, to settle or pay any or all claims arising out of the termination of such orders and
subcontracts.
5. Settle all outstanding liabilities and all claims arising out of such termination of orders or
subcontracts, with the approval or ratification of the Contracting Officer to the extent he may
require, which approval or ratification shall be final for all purposes of this Article.
6. Transfer title to the Government and deliver in the manner, at the times, and to the extent, if
any, directed by the Contracting Officer
:
a. The fabricated or unfabricated parts, work in progress, completed work, supplies, and
other material procured as a part of, or acquired in connection with, the performance
of the work terminated by the Notice of Termination, and
b. The completed, or partially completed plans, drawings information and other property
which, if the Contract bad been completed, would have been required to be furnished
to the Government.
7. Use his best efforts to sell, in the manner, at the terms, to the extent, and at the
price or prices directed or authorized by the Contracting Officer, any property of the
types referred to in 6 above provided, however, that the Contractor:
a. Shall not be required to extend credit to any purchaser, and
b. May acquire any property under the conditions prescribed and at a price or prices
approved by the Contracting Officer, and
c. Provided further, that the proceeds of any such transfer or disposition shall be applied
in reduction of any payments to be made by the Government to the Contractor under
the Contract or shall otherwise be credited to the price or cost of the work covered by
the Contract or paid in such other manner as the Contracting Officer may direct.
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8. Complete performance of such part of the work as shall not have been terminated by the
Notice of Termination.
9. Take such action as may be necessary, or as the Contracting Officer may direct, for the
protection and preservation of the property related to the Contra ct which is in the
possession of the Contractor and in which the Government has or may acquire an
interest.
10. The Contractor shall proceed immediately with the performance of the above
obligations notwithstanding any delay in determining or adjusting the cost, or any item of
reimbursable cost, under this Article.
11. “Plant clearance period” means, for each particular property classification (such as
raw materials, purchased parts and work in progress) at any one plant or location, a
period beginning with the effective date of the termination for convenience and ending 90
days after receipt by the Contracting Officer of acceptable inventory schedules covering
all items of that particular property classification in the termination inventory at that plant
or location, or ending on such later date as may be agreed to by the Contracting Officer
and the Contractor. Final phase of a plant clearance period means that part of a plant
clearance period which occurs alter the receipt of acceptable inventory schedules
covering all items of the particular property classification at the plant or location.
At any time after expiration of the plant clearance period, as defined above, the Contractor
may submit to the Contracting Officer a list, certified as to quantity and quality, of any or
all items of termination inventory not previously disposed of, exclusive of items the
disposition of which has been directed or authorized by the Contracting Officer, and may
request the Government to remove such items or enter into a storage agreement covering
them. Not later than 15 days thereafter, the Government will accept title to such items and
remove them or enter into a storage agreement covering the same; provided, that the list
submitted shall be subject to verification by the Contracting Officer upon removal of the
items or, if the items are stored, within 45 days from the date of submission of the list, and
any necessary adjustments to correct the list as submitted, shall be made prior to final
settlement.
C. After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer
his termination claim, in the form with the certification prescribed by the Contracting Officer.
Such claim shall be submitted promptly but in no event later than 90 days from the effective
date of termination, unless one or more extensions in writing are granted by the Contracting
Officer upon request of the Contractor made in writing within such 90 day period or authorized
extension thereof. In the event the Contractor was terminated for default and it asserts that it is
entitled to a termination for convenience, its certified request for the conversion of the default
termination to one for convenience and its certified termination settlement proposal must be
submitted to the Contracting Officer prior to the expiration of 90 days from the date of the
default termination. With respect to a termination for convenience, if the Contracting Officer
determines that the facts justify such action, he may receive and act upon any such termination
claim at any time after such 90 day period or extension thereof. Nothing herein shall be
construed to extend the time for the submission of a claim hereunder for a defaulted Contractor
beyond 90 days from the date of the default termination. Upon failure of the Contractor to
submit his termination claim within the time allowed, the Contracting Officer may, subject to any
review required by the Government’s procedures in effect as of the date of execution of the
Contract, determine, on the basis of information available to him, the amount, if any, due to the
Contractor by reason of the termination and shall thereupon pay to the Contractor the amount
so determined.
D. Subject to the provisions of C above, and subject to any review required by the Government’s
procedures in effect as of the date of execution of the Contract, the Contractor and Contracting
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Officer may agree upon the whole or any part of the amount or amounts to be paid to the
Contractor by reason of the total or partial te rmination of work pursuant to this Article, which
amount or amounts may include a reasonable allowance for profit on work done; provided, that
such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total
Contract price as reduced by the amount of payments otherwise made and as further reduced
by the Contract price of work not terminated. The Contract shall be amended accordingly, and
the Contractor shall be paid the agreed amount. Nothing in E below prescribing the amount to
be paid to the Contractor in the event of failure of the Contractor and the Contracting Officer to
agree upon the whole amount to be paid to the Contractor by reason of the termination of work
pursuant to this Article, shall be deemed to limit, restrict or otherwise determine or effect the
amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this
paragraph.
E. In the event of the failure of the Contractor and the Contracting Officer to agree as provided in
D above upon the whole amount to be paid to the Contractor by reason of the termination of
work pursuant to this Article, the Contracting Officer shall, subject to any review required by the
Government’s procedures in effect as of the date of execution of the Contract, determine, on
the basis of information available to him, the amount, if any, due the Contractor by reason of
the termination and shall pay to the Contractor the amounts determined by the Contracting
Officer, as follows, but without duplication of any amounts agreed upon in accordance with D
above:
1. With respect to all Contract work performed prior to the effective date of the Notice of
Termination, the total (without duplication of any items) of:
a. The cost of such work;
b. The cost of settling and paying claims arising out of the termination of
work under subcontracts or orders as provided in B 5. above, exclusive
of the amounts paid or payable on account of supplies or materials
delivered or services furnished by the subcontractor prior to the
effective date of the Notice of Termination of work under the Contract,
which amounts shall be included in the cost on account of which
payment is made under E1.a. above; and
c. A sum, as profit on E.1.a. above, determined by the Contracting
Officer to be fair and reasonable; provided however, that if it appears
that the Contractor would have sustained a loss on the entire Contract
had it been completed, no profit shall be included or allowed under this
subparagraph and an appropriate adjustment shall be made reducing
the amount of the settlement to reflect the indicated rate of loss; and
provided further that profit shall be allowed only on preparations made
and work done by the Contractor for the terminated portion of the
Contract but may not be allowed on the Contractor’s settlement
expenses. Anticipatory profits and consequential damages will not be
allowed. Any reasonable method may be used to arrive at a fair profit,
separately or as part of the whole settlement.
2. The reasonable cost of the preservation and protection of property incurred
pursuant to B.9; and any other reasonable cost incidental to termination of work
under the Contract including expense incidental to the determination of the
amount due to the Contractor as the result of the termination of work under the
Contract.
F. The total sum to be paid to me Contractor under E.1. above shall not exceed the total
Contract price as reduced by the amount of payments otherwise made and as further
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reduced by the Contract price of work not terminated. Except for normal spoilage, and
except to the extent that the Government shall have otherwise expressly assumed the risk
of loss, there shall be excluded from the amounts payable to the Contractor under
E.1. above, the fair value, as determined by the Contracting Officer, of property which
is destroyed, lost, stolen or damaged so as to become undeliverable to the Government, or
to a buyer pursuant to B.7 above.
G. The Contractor shall have the right of appeal, under Article 7 herein, from any
determination made by the Contracting Officer under C. or E. above, except that, if the
Contractor has failed to submit his claim within the time provided in C above and has failed to
request extension of such time, he shall have no such right of appeal. In any case where the
Contracting Officer has made a determination of the amount due under C. or E. above, the
Government shall pay to the Contractor the following:
1. If there is no right of appeal hereunder or if no timely appeal has been taken, the
amount so determined by the Contracting Officer, or
2. If an appeal had been taken, the amount finally determined on such appeal.
H. In arriving at the amount due the Contractor under this Article there shall be deducted:
1. all unliquidated advance or other payments on account theretofore made to the
Contractor, applicable to the terminated portion of the Contract;
2. any claim which the Government may have against the Contractor in connection with
the Contract; and
3. the agreed price for, or the proceeds of sale of, any materials, supplies or other things
kept by the Contractor or sold, pursuant to the provisions of this Article and not
otherwise recovered by or credited to the Government.
I. If the termination hereunder be partial, prior to the settlement of the terminated portion of the
Contract, the Contractor may file with the Contracting Officer a request in writing for an
equitable adjustment of the price or prices specified in the Contract relating to the continued
portion of the Contract (the portion not terminated by the Notice of Termination), and such
equitable adjustment as may be agreed upon shall be made at such price or prices; however,
nothing contained herein shall limit the right of the Government and the Contractor to agree
upon the amount or amounts to be paid to the Contractor for the completion of the continued
portion of the Contract when said Contract does not contain an established Contract price for
such continued portion.
J. The Government may from time to time, under such terms and conditions as it may prescribe,
make partial payments against costs incurred by the Contractor in connection with the
terminated portion of the Contract whenever in the opinion of the Contracting Officer the
aggregate of such payments shall be within the amount to which the Contractor will be
entitled hereunder. If the total of such payments is in excess of the amount finally agreed or
determined to be due under this Article, such excess Shall be payable by the Contractor to
the Government upon demand, together with interest computed at the rate of 6 percent per
annum for the period from the date such excess is received by the Contractor to the date on
which such excess is repaid to the Government; provided however, that no interest shall be
charged with respect to any such excess payment attributable to a reduction in the
Contractor’s claim by reason of retention or other disposition of termination inventory until ten
days after the date of such retention or disposition, or such later date as determined by the
Contracting Officer by reason of the circumstances.
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K. Unless otherwise provided in the Contract or by applicable statute, the Contractor, from the
effective date of termination and for a period of three years after final settlement under the
Contract, shall preserve and make available to the Government at all reasonable times at the
office of the Contractor, but without direct char ge to the Government, all his books, records,
documents and other evidence bearing on the co sts and expenses of the Contractor under
the Contract and relating to the work terminated hereunder, or, to the extent approved by the
Contracting Officer, photographs and other authentic reproductions thereof.
ARTICLE 7. DISPUTES
A. All disputes arising under or relating to this contract shall be resolved as provided herein.
B. Claims by a Contractor against the Government.
(1) Claim, as used in Section B of this clause, means a written assertion by the Contractor seeking,
as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract
terms, or other relief arising under or relating to this contract. A claim arising under a contract, unlike a
claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the
relief sought by the claimant.
(a) All claims by a Contractor against the Government arising under or relating to a contract shall be
in writing and shall be submitted to the Contracting Officer for a decision.
(b) Within 120 days after receipt of a claim, the Contracting Officer shall issue a decision, whenever
possible taking into account factors such as the size and complexity of the claim and the
adequacy of the information in support of the claim provided by the Contractor.
(c) Any failure by the Contracting Officer to issue a decision on a contract claim within the required
time period shall be deemed to be a denial of the claim and shall authorize the commencement of
an appeal on the claim as otherwise provided.
(d) (1) If a Contractor is unable to support any part of his or her claim and it is determined that the
inability is attributable to a material misrepresentation of fact or fraud on the part of the
Contractor, the Contractor shall be liable to the Government for an amount equal to the
unsupported part of the claim in addition to all costs to the Government attributable to the cost of
reviewing that part of the Contractor’s claim.
(2) Liability under this section shall be determined within 6 years of the commission of the
misrepresentation of fact or fraud.
(e) All cost data, pricing data, and task data of claims hereunder must be certified as accurate,
complete, required, and necessary to the best of the Contractor’s knowledge and belief. Further,
all task or work data in the claim must be described therein to the smallest unit of work or task.
The Contracting Officer may require any additional certifications, descriptions or explanations of
the claim.
(f) The parties agree that time is of the essence and all claims hereunder must be presented to the
Contracting Officer for a final decision within thirty (30) days of the occurrence of the
circumstances giving rise to such claim or within thirty (30) days of when the Contractor knew or
should have known of the circumstances giving rise to such claim, otherwise compensation for
that claim is waived.
(g) The parties agree that there shall be no claims for unabsorbed home office overhead.
(2) The Contractor’s claim shall contain at least the following:
(a) A description of the claim and the amount in dispute;
(b) Any data or other information in support of the claim;
(c) A brief description of the Contractor’s efforts to resolve the dispute prior to filing the claim; and
(d) The Contractor’s request for relief or other action by the Contracting Officer.
(e) The certification of the accuracy, completeness, requirement, and necessity of all aspects of the claim.
(3) The decision of the Contracting Officer shall be final and not subject to review unless an
administrative appeal or action for judicial review is timely commenced by the Contractor.
(4) Pending final decision of an appeal, action, or final settlement, a Contractor shall proceed
diligently with performance of the contract in accordance with the decision of the Contracting Officer.
C. Claims by the Government against a Contractor
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(a) Claim as used in Section C of this clause, means a written demand or written assertion by the
Government, including the Contracting Officer, seeking, as a matter of right, the payment of money in a
sum certain, the adjustment of contract terms, or other relief arising under or relating to this contract. A
claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved
under a contract clause that provides for the relief sought by the claimant. Nothing herein shall be
construed to require the Government to notify the Contractor prior to the issuance of the Contracting
Officer’s final decision.
(b) (1) All claims by the Government against a Contractor arising under or relating to a contract shall be
decided by the Contracting Officer, who shall issue a decision in writing and furnish a copy of the decision
to the Contractor.
(2) The decision shall be supported by reasons and shall inform the Contractor of his or her rights.
Specific findings of fact shall not be required.
(3) This clause shall not authorize the Contracting Officer to settle, compromise, pay, or otherwise adjust
any claim involving fraud.
(4) The decision of the Contracting Officer shall be final and not subject to review unless an administrative
appeal or action for judicial review is timely commenced by the Contractor.
(5) Pending final decision of an appeal, action, or final settlement, the Contractor shall proceed diligently
with performance of the contract in accordance with the decision of the Contracting Officer.
ARTICLE 8. PAYMENTS TO CONTRACTOR —Unless otherwise provided in the Contract, the
Government will pay the contract price or prices as hereinafter provided in accordance with Government
regulations.
The Government will make progress payments monthly as the work proceeds, or at more frequent
intervals as determined by the Contracting Officer, on estimates approved by the Contracting Officer.
The Contractor shall furnish a breakdown of the total Contract price showing the amount included
therein for each principal category of the work, in such detail as requested, to provide a basis for
determining progress payments. In the preparation of estimates the Contracting Officer, at his discretion,
may authorize material delivered on the site and preparatory work done to be taken into consideration.
Material delivered to the Contractor at locations other than the site may also be taken into consideration:
1. If such consideration is specifically authorized by the Contract;
2. If the Contractor furnishes satisfactory evidence that he has acquired title to such material, that it
meets Contract requirements and that it will be utilized on the work covered by the Contract; and
3. If the Contractor furnishes to the Contracting Officer an itemized list.
The Contracting Officer at his/her discretion shall cause to be withheld retention in an amount sufficient
to protect the interest of the Government. Unless otherwise agreed, the amount shall not exceed ten
percent (10%) of the partial payment. However, if the Contracting Officer, at any time after 50 percent of
the work has been completed, finds that satisfactory progress is being made, he may authorize any of
the remaining progress payments to be made in full or may retain from such remaining partial payments
less than 10 percent thereof. Also, whenever work is substantially complete, the Contracting Officer, if
he considers the amount retained to be in excess of the amount adequate for the protection of the
Government, at his discretion, may release to the Contractor all or a portion of such excess amount.
Furthermore, on completion and acceptance of each separate building, public work, or other division of
the Contract, on which the price is stated separately in the Contract, payment may be made therefore
without retention of a percentage, less authorized deductions.
All material and work covered by progress payments made shall thereupon become the sole property of
the Government, but this provision shall not be construed as relieving the Contractor from the sole
responsibility for all material and work upon which payments have been made or the restoration of any
damaged work, or as waiving the right of the Government to require the fulfillment of all of the terms of
the Contract.
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Upon completion and acceptance of all work, the amount due the Contractor under the Contract shall be
paid upon presentation at a properly executed voucher and after the Contractor shall have furnished the
Government with a release, if required, of all claims against the Government arising by virtue of the
Contract, other than claims in stated amounts as may be specifically excepted by the Contractor from
the operation of the release.
ARTICLE 9. TRANSFER OR ASSIGNMENT —Unless otherwise provided by law, neither the Contract
nor any interest therein may be transferred or assigned by the Contractor to any other party without the
written consent of the Contracting Officer nor without the written acceptance by the surety on the
performance and payment bond securing the Contract of the assignee as the Contractor and the
principal on such bond; and any attempted transfer or assignment not authorized by this Article shall
constitute a breach of the Contract and the Government may for such cause terminate the right of the
Contractor to proceed in the same manner as provided in Article 5 herein, and the Contractor and his
sureties shall be liable to the Government for any excess cost occasioned the Government thereby.
ARTICLE 10. MATERIAL AND WORKMANSHIP
A. GENERAL —Unless otherwise specifically provided in the Contract, all equipment, material and
articles incorporated in the work covered by the Contract shall be new and of the most suitable
grade for the purpose intended. Unless otherwise specifically provided in the Contract, reference
to any equipment, material, article or patented process, by trade name, make or catalog number,
shall be regarded as establishing a standard of quality and shall not be construed as limiting
competition., and the Contractor may use any equipment, material, article or process which, in
the judgment of the Contracting Officer, is equivalent to that named unless otherwise specified.
The Contractor shall furnish to the Contracting Officer for his approval the name of the
manufacturer, the model number, and other identifying data and information respecting the
performance, capacity, nature and rating of the mechanical and other equipment which the
Contractor contemplates incorporating in the work. Machinery and equipment shall be in proper
condition. When required by the Contract or when called for by the Contracting Officer, the
Contractor shall furnish to the Contracting Office r for approval full information concerning the
material or articles which he contemplates incorporating in the work. When so directed, samples
shall be submitted for approval at the Contractor’s expense, with all shipping charges prepaid.
Machinery, equipment, material, and articles installed or used without required approval shall be
at the risk of subsequent rejection and subject to satisfactory replacement at Contractor’s
expense.
B. SURPLUS MATERIALS USE —Whenever specified in the Contract or authorized by the
Contracting Officer that materials become the property of the Contractor, which by
reference or otherwise shall include disposal of materials, it is understood that the
Contractor accepts such materials “as is” with no further expense or liability to the Government. If
such material specified in the Contract will have a potential or real interest of value, the
Contractor shall make allowance in the Contract to show such value.
C. GOVERNMENT MATERIAL —No materials furnished by the Government shall be applied to any
other use, public or private, than that for which they are issued to the Contractor. The full amount
of the cost to the Government of all materials furnished by the Government to the Contractor and
for which no charge is made, which are not accounted for by the Contractor to the satisfaction of
the Contracting Officer, will be charged against the Contractor and his sureties and may be
deducted from any monies due the Contractor, and this charge shall be in addition to and not in
lieu of any other liabilities of the Contractor whether civil or criminal. Materials furnished by the
Government for which a charge is made at a rate mentioned in the specifications will be delivered
to the Contractor upon proper requisitions therefore and will be charged to his account.
D. Plant —The Contractor shall at all times employ sufficient tools and equipment for prosecuting
the various classes of work to full completion in the manner and time required. The Contractor
shall at all times perform work in sufficient light and shall provide proper illumination, including
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lighting required for night work as directed, as a Contract requirement. All equipment, tools,
formwork and staging used on the project shall be of sufficient size and in proper mechanical and
safe condition to meet work requirements, to produce satisfactory work quality and to prevent
injury to persons, the project or adjacent property. When methods and equipment are not
prescribed in the Contract, the Contractor is free to use tools, methods and equipment that he
satisfactorily demonstrates will accomplish the work in conformity with Contract requirements.
If the Contractor desires to use a method or type of tool or equipment other than specified in the
Contract, he shall request approval to do so; the request shall be in writing and shall include a full
description of proposed methods, tools and equipment and reason for the change or substitution.
Approval of substitutions and changed methods will be on condition that the Contractor will be
fully responsible for producing work meeting Contract requirements. If after trial use of the
substituted methods, tools and equipment, the Contracting Officer determines that work produced
does not meet Contract requirements, the Contractor shall complete remaining work with
specified methods, tools and equipment.
E. CAPABILITY OF WORKERS- All work under the Contract shall be performed in a skillful and
workmanlike manner. The Contracting Officer may require the Contractor to remove from the
work any such employees as the Contracting Officer deems incompetent, careless,
insubordinate, or otherwise objectionable, or whose continued employment on the work is
deemed by the Contracting Officer to be contrary to the public interest. Such request will be in
writing:
F. CONFORMITY OF WORK AND MATERIALS —All work performed and materials and products
furnished shall be in conformity, within indicated tolerances, with lines, grades, cross sections,
details, dimensions, material and construction requirements shown or intended by the drawings
arid specifications.
When materials, products or work cannot be corrected, written notice of rejection will be issued.
Rejected materials, products and work shall be eliminated from the project and acceptably
replaced at Contractor’s expense. The Contracting Officer’s failure to reject any portion of the
project shall not constitute implied acceptance nor in any way release the Contractor from
Contract requirements.
G. UNAUTHORIZED WORK AND MATERIALS —Work performed or materials ordered or
furnished for the project deviating from requirements and specifications without written authority,
will be considered unauthorized and at Contractor’s expense. The Government is not obligated to
pay for unauthorized work. Unauthorized work and materials may be ordered removed and
replaced at Contractor’s expense.
ARTICLE 11. INSPECTION AND ACCEPTANCE —Except as otherwise provided in the Contract,
inspection and test by the Government of material and workmanship required by the Contract shall be
made at reasonable times and at the site of the work, unless the Contracting Officer determines that such
inspection or test of material which is to be incorporated in the work shall be made at the place of
production, manufacture or shipment of such material. To the extent specified by the Contracting Officer
at the time of determining to make off-site inspection or test, such inspection or test shall be conclusive as
to whether the material involved conforms to Contract requirements. Such off-site inspection or test shall
not relieve the Contractor of responsibility for damage to or loss of the material prior to acceptance, nor in
any way affect the continuing rights of the Government after acceptance of the completed work under the
terms of the last paragraph of this Article, except as herein above provided.
The Contractor shall, without charge, replace any material and correct any workmanship found by the
Government not to conform to Contract requirements and specifications, unless in the public interest the
Government consents to accept such material or workmanship with an appropriate adjustment in Contract
price. The Contractor shall promptly segregate and remove rejected material from the premises at
Contractor’s expense.
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If the Contractor does not promptly replace rejected material or correct rejected workmanship, the
Government:
1. May, by contract or otherwise, replace such material and correct such workmanship and
charge the cost thereof to the Contractor, or
2. May terminate the Contractor’s right to proceed in accordance with Article 5 herein.
The Contractor shall furnish promptly, without additional cost to the Government, all facilities,
labor and material reasonably needed for performing such safe and convenient inspection and
test as may be required by the Contracting Officer. All inspections and tests by the Government
shall be performed in such manner as not unnecessarily to delay the work. Special, full size, and
performance tests shall be performed as described in the Contract. The Contractor shall be
charged with any additional cost of inspection when material and workmanship are not ready for
inspection at the time specified by the Contractor.
Should it be considered necessary or advisable by the Contracting Officer at any time before
acceptance of the work, either in part or in its entirety, to make an examination of work
completed, by removing or tearing out same, the Contractor shall, on request, promptly furnish all
necessary facilities, labor and material to do same. If such work is found to be defective or
nonconforming in any material respect, due to the fault of the Contractor or his subcontractors, he
shall defray all the expenses of such examination an d of satisfactory reconstruction. If, however,
such work is found to meet the requirements of the Contract, an equitable adjustment shall be
made in the Contract price to compensate the Contractor for the additional services involved in
such examination and reconstruction and, if completion of the work has been delayed thereby, he
shall, in addition, be granted an equitable extension of time.
Unless otherwise provided in the Contract, acceptance by the Government will be made as
promptly as practicable after completion and inspection of all work required by the Contract.
Acceptance shall be final and conclusive except as regards to latent defects, deficiencies, non-
conforming work, fraud, or such gross mistakes as may amount to fraud, or as regards the
Government’s rights under any warranty or guaranty, or as otherwise provided herein.
ARTICLE 12. SUPERINTENDENCE BY CONTRACTOR —The Contractor shall give his personal
superintendence to the performance of the work or have a competent foreman or superintendent,
satisfactory to the Contracting Officer, on the work site at all times during progress, with authority to act
for him.
ARTICLE 13. PERMITS AND RESPONSIBILITIES —The Contractor shall, without expense to the
Government, be responsible for obtaining any necessary licenses, certificates and permits, and for
complying with any applicable Federal, State, and Municipal laws, codes and regulations, in connection
with the prosecution of the work. He shall be similarly responsible for all damages to persons or property
that occurs as a result of his fault or negligence. He shall take proper safe ty, health and environmental
precautions to protect the work, the workers, the public, and the property of others. He shall also be
responsible for all materials delivered and work performed until completion and acceptance of the entire
construction work, except for any completed unit of construction thereof which theretofore may have been
accepted.
ARTICLE 14. INDEMNIFICATION—
A. The Contractor shall indemnify and save harmless the Government and all of its officers, agents
and servants against any and all claims or liability arising from or based on, or as a consequence
or result of, any act, omission or default of the Contractor, his employees, or his subcontractors,
in the performance of, or in connection with, any work required, contemplated or performed under
the Contract.
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B. Disputes between the Contractor and any subcontractors, material suppliers, or any other third
parties over payments allegedly owed by the Contra ctor to a third party shall be resolved
exclusively between the Contractor and the third party; the Contractor shall permit no pass-
through suits to be brought against the Government by a third party in the Contractor’s name.
However, nothing herein shall be construed to prevent the Contractor from paying a
subcontractor’s claim and seeking a timely equitable adjustment hereunder.
ARTICLE 15. PROTECTION AGAINST TRESPASS —Except as otherwise expressly provided in the
Contract, the Contractor is authorized to refuse admi ssion either to the premises or to the working space
covered by the Contract to any person whose admissi on is not specifically authorized in writing by the
Contracting Officer.
ARTICLE 16. CONDITIONS AFFECTING THE WORK
A. GENERAL —The Contractor shall be responsible for having taken steps reasonably
necessary to ascertain the nature and location of the work, and the general and local conditions
which can affect the work and the cost thereof. Any failure by the Contractor to do so will not
relieve him from responsibility for successfully performing the work as specified without additional
expense to the Government. The Government assumes no responsibility for any understanding or
representation concerning conditions made by any of its officers or agents prior to the execution of
the Contract, unless such understanding or representation by the Government is expressly stated
in the Contract.
B. WORK AND STORAGE SPACE —Available work and storage space designated by the
Government shall be developed as required by the Contract or restored at completion of the
project by the Contractor to a condition equivalent to that existing prior to construction. No payment
will be made for furnishing or restoration of any work and storage space. If no area is designated
or the area designated is not sufficient for the Contractor’s operations, he shall obtain necessary
space elsewhere at no expense or liability to the Government.
C. WORK ON SUNDAYS, LEGA L HOLIDAYS AND AT NIGHT —No work shall be done at any time
on Sundays or legal holidays or on any other day before 7 a.m. or after 7 p.m., except with the
written permission of the Contracting Officer and pursuant to the requirements of the Police
Requirements of the Government.
D. EXISTING FEATURES —Subsurface and topographic information including borings data, utilities
data and other physical data contained in the Contract or otherwise available, are not intended as
representations or warranties but are furnished as available information. The Government
assumes no expense or liability for the accuracy of, or interpretations made from, existing features.
The Contractor shall be responsible for reasonable consideration of existing features above and
below ground which may affect the project.
E. UTILITIES AND VAULTS —The Contractor shall take necessary measures to prevent interruption
of service or damage to existing utilities within or adjacent to the project. It shall be the Contractor’s
responsibility to determine exact locations of all utilities in the field.
For any underground utility or vault encountered, the Contractor shall immediately notify the
Contracting Officer and take necessary measures to protect the utility or vault and maintain the
service until relocation by owner is accomplished. No additional payment will be made for the
encountering of these obstructions.
In case of damage to utilities by the Contractor, either above or below ground, the Contractor shall
restore such utilities to a condition equivalent to that which existed prior to the damage by
repairing, rebuilding or otherwise restoring as may be directed, at the Contractor’s sole expense.
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Damaged utilities shall be repaired by the Contractor or, when directed by the Contracting Officer,
the utility owner will make needed repairs at the Contractor’s expense.
No compensation, other than authorized time extensions, will be allowed the Contractor for
protective measures, work interruptions, changes in construction sequence, changes in methods of
handling excavation and drainage or changes in types of equipment used, made necessary by
existing utilities, imprecise utility or vault information or by others performing work within or
adjacent to the project.
F. SITE MAINTENANCE —The Contractor shall maintain the project site in a neat and presentable
manner throughout the course of all operations, and shall be responsible for such maintenance
until final acceptance by the Government. Trash containers shall be furnished, maintained and
emptied by the Contractor to the satisfaction of the Contracting Officer. Excavated earthwork,
stripped forms and all other materials and debris not scheduled for reuse in the project shall be
promptly removed from the site.
The Contracting Officer may order the Contractor to clean up the project site at any stage of work
at no added expense to the Government If the Contractor fails to comply with this order, the
Contracting Officer may require the work to be done by others and the costs will be charged to the
Contractor.
Upon completion of all work and prior to final inspection, the Contractor shall clean up and remove
from the project area and adjacent areas all excess materials, equipment, temporary structures,
and refuse, and restore said areas to an acceptable condition.
G. PRIVATE WORK —Except as specifically authorized by the Contracting Officer, the Contractor
shall not perform any private work abutting Government projects with any labor, materials, tools,
equipment, supplies or supervision scheduled for the Contract until all work under the Contract has
been completed. Contract materials used for any unauthorized purpose shall be subtracted from
Contract amount.
H. GOVERNMENT NOISE CONTROL ACT OF 1977 —The contractor shall be in strict compliance
with [D.C. Law 2-53, Government of Columbia Noise Control Act of 1977 and all provisions thereof.
Effective March 16, 1978. 24 D.C.Register 5293.] (Or relevant local law)
ARTICLE 17. OTHER CONTRACTS —The Government may undertake or award other contracts for
additional work and the Contractor shall fully cooperate with such other contractors and Government
employees and carefully coordinate his own work with such additional work as may be directed by the
Contracting Officer. It is the duty of the Contractor to coordinate its activities with all third parties,
including, but not limited to utilities, who may affect the Contract work hereunder. The Contractor shall
not commit or permit any act which will interfere with the performance of work by any other contractor or
by Government employees. The Government assumes no liability, other than authorized time extensions,
for Contract delays and damages resulting from delays and lack of progress by others. The Contractor
shall make no claim against the Government for delay or damages resulting from the actions of third
parties, including, but limited to utilities.
ARTICLE 18. PATENT INDEMNITY —Except as otherwise provided, the Contractor agrees to indemnify
the Government and its officers, agents, and employees against liability, including costs and expenses,
for infringement upon any Letters Patent of the United States (except Letters Patent issued upon an
application which is now or may hereafter be, for reasons of national security, ordered by the Federal
Government to be kept classified or otherwise withheld from issue) arising out of the performance of the
Contract or out of the use or disposal, by or for the account of the Government, of supplies furnished or
construction work performed hereunder.
ARTICLE 19. ADDITIONAL BOND SECURITY —If any surety upon any bond furnished in connection
with the Contract becomes unacceptable to the Government, or if any such surety fails to furnish reports
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as to his financial condition from time to time as requested by the Government, the Contractor shall
promptly furnish such additional security as may be required from time to time to protect the interests of
the Government and of persons supplying labor or materials in the prosecution of the work contemplated
by the Contract. Provided that upon the failure of the Contractor to furnish such additional security within
ten (10) days after written notice so to do, all payments under the Contract will be withheld until such
additional security is furnished.
ARTICLE 20. COVENANT AGAINST CONTINGENT FEES —The Contractor warrants that no person or
selling agency has been employed or retained to solicit or secure the Contract upon an agreement or
understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business. For breach or violation of this warranty, the Government shall have the
right to terminate the Contract without liability or in its discretion to deduct from the Contract price or
consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or
contingent fee.
ARTICLE 21. APPOINTMENT OF ATTORNEY —The Contractor does hereby irrevocably designate and
appoint the Clerk of the Superior Court of the Govern ment and his successors in office as the true and
lawful attorney of the Contractor for the purpose of receiving service of all notices and processes issued
by any court in the Government, as well as service of all pleadings and other papers, in relation to any
action or legal proceeding arising out of or pertaining to the Contract or the work required or performed
hereunder.
The Contractor expressly agrees that the validity of any service upon the said Clerk as herein authorized
shall not be affected either by the fact that the Contractor was personally within the District of Columbia
and otherwise subject to personal service at the time of such service upon the said Clerk or by the fact
that the Contractor failed to receive a copy of such process, notice, pleading or other paper so served
upon the said Clerk, provided that said Clerk shall have deposited in the United States mail, certified and
postage prepaid, a copy of such process, notice, pleading or other papers addressed to the Contractor at
the address stated in the Contract.
ARTICLE 22. GRATUITIES AND GOVERNMENT EMPLOYEES NOT TO BENEFIT
A. If it is found by the Department that gratuities (in the form of entertainment, gifts, payment, offers
of employment or otherwise) were offered or given by the Contractor, or any agent or
representative of the Contractor, to any official, employee or agent of the District with a view
toward securing the Contract or any other contract or securing favorable treatment with respect to
the awarding or amending, or the making of any determinations with respect to the performance
of the Contract, the Department may, by written notice to the Contractor, terminate the right of the
Contractor to proceed under the Contract without liability and may pursue such other rights and
remedies provided by law and under the Contract.
B. In the event the Contract is terminated as provided above, the Department shall be entitled:
1. to pursue the same remedies against the Contractor as it could pursue in the event of a
breach of the Contract by the Contractor; and
2. as a penalty in addition to any other damages to which it may be entitled by law, to exemplary
damages in an amount (as determined by the Department) which shall be not less than ten
times the costs incurred by the Contractor in providing any such gratuities to any such officer
or employee.
C. Unless a determination is made as provided herein, no officer or employee of the Government will
be admitted to any share or part of this contract or to any benefit that may arise therefrom, and
any contract made by the Contracting Officer or any Government employee authorized to execute
contracts in which they or an employee of the Government will be personally interested shall be
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void, and no payment shall be made thereon by the Government or any officer thereof, but this
provision shall not be construed to extend to this contract if made with a corporation for its
general benefit. A Government employee shall not be a party to a contract with the Government
and will not knowingly cause or allow a business concern or other organization owned or
substantially owned or controlled by the employee to be a party to such a contract, unless a
written determination has been made by the head of the procuring agency that there is a
compelling reason for contracting with the employee, such as when the Government’s needs
cannot reasonably otherwise be met. [DC Procurement Practices Act of l985, D.C. Law 6-85,
D.C. Official Code, section 2-310.01, and Chapter 18 of the DC Personnel Regulations] (Or
relevant local law). The Contractor represents and covenants that it presently has no interest and
shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with
the performance of its services hereunder. The Contractor further covenants not to employ any
person having such known interests in the performance of the contract.
ARTICLE 23. WAIVER —No Governmental waiver of any breach of any provision of the Contract shall
operate as a waiver of such provision or of the Contract or as a waiver of subsequent or other breaches
of the same or any other provision of the Contract; nor shall any action or non-action by the Contracting
Officer or by the Government be construed as a waiver of any provision of the Contract or of any breach
thereof unless the same has been expressly declared or recognized as a waiver by the Contracting
Officer or the Government in writing.
ARTICLE 24. BUY AMERICAN.
The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C. § 10a), including, but
not limited to, the purchase of steel.
A. AGREEMENT— In accordance with the Buy American Act (41 USC l0a-l0d), and Executive Order
10582. December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended by Executive Order
11051, September 27,1962 (3 CFR, l059—63 Comp., p. 635), the Contractor agrees that only
domestic construction material will be used by the Contractor, subcontractors, material men and
suppliers in the performance of the Contract, except for non-domestic material listed in the
Contract.
B. DOMESTIC CONSTRUCTION MATERIAL —”Construction material” means any article, material
or supply brought to the construction site for incorporation in the building or work. An
unmanufactured construction material is a “domestic construction material” if it has been mined or
produced in the United States. A manufactured construction material is a “domestic construction
material” if it has been manufactured in the United States and if the cost of its components which
have been mined, produced, or manufactured in the United States exceeds 50 percent of the cost
of all its components. “Component” means any article, material, or supply directly incorporated in
a construction material. -
C. DOMESTIC COMPONENT —A component shall be considered to have been “mined, produced,
or manufactured in the United States” regardless of its source, in fact, if the article, material or
supply in which it is incorporated was manufactured in the United States and the component is of
a class or kind determined by the Government to be not mined, produced or manufactured in the
United States in sufficient and reasonably available commercial quantities and of a satisfactory
quality.
D. FOREIGN MATERIAL – When steel materials are used in a project a minimal use of foreign steel
is permitted. The cost of such materials cannot exceed on-tenth of one percent of the total
project cost, or $2,500,000, whichever is greater.
ARTICLE 25. TAXES
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A. FEDERAL EXCISE —Materials, supplies and equipment are not subject to the Federal
Manufacturer’s Excise Tax, if they are furnished or used in connection with the Contract provided
that title to such materials, supplies and equipment passes to the Government under the
Contract. The Contractor shall in such cases furnish his subcontractors and suppliers with a
purchaser’s certificate in the form prescribed by the U.S. Internal Revenue Service.
B. SALES AND USE TAXES —Materials which are physically incorporated as a permanent part of
real property are not subject to Government Sales and Use Tax. The Contractor shall, when
purchasing such materials, furnish his suppliers with a Contractor’s Exempt Purchase Certificate
in the form prescribed in the Sales and Use Tax Regulations of the Government. Where the
Contractor, subcontractor or material man has already paid the Sales and Use Tax on material,
as prescribed above, the Sales and Use Tax Regulations of the Government permit the
Contractor, subcontractor or material man to deduct the sales or use tax on the purchase price of
the same on his next monthly return as an adjustment. However, the Contractor, subcontractor or
material man must satisfy the Chief Financial Officer for the Government that no sum in
reimbursement of such tax was included in the Contract or else that the Government has
received a credit under the Contract in an amount equal to such tax.
Government Sales and Use Tax shall be paid on any material and supplies, including equipment
rentals, which do not become a physical part of the finished project. [See Government of
Columbia Sales and Use Tax Administration Ruling No. 6] (Or relevant local law).
The Contractor, subcontractor, or material supplier shall provide proof of compliance with the
provisions of [D.C. Law 9-260] (Or relevant local law), as amended, codified in [D.C. Code46-103]
(Or relevant local law), Employer Contributions, prior to award.
The Contractor, subcontractor, or material supplier shall provide proof of compliance with the
applicable tax filing and licensing requirements set forth in [D.C. Code, Title 47, Taxation and
Fiscal Affairs] (Or relevant local law), prior to contract award.
ARTICLE 26. SUSPENSION OF WORK —The Contracting Officer may order the Contractor in writing to
suspend, delay or interrupt all or any part of the work for such period of time as he may determine to be
appropriate for the convenience of the Government.
If the performance of all or any part of the work is, for an unreasonable period of time, suspended,
delayed or interrupted by an act of the Contracting Officer in the administration of the Contract, or by his
failure to act within the time specified in the Contract (or if no time is specified, within a reasonable time),
an adjustment will be made for an increase in the cost of performance of the Contract (excluding profit)
necessarily caused by such unreasonable suspension, delay or interruption and the Contract modified in
writing accordingly. However, no adjustment will be made under this Article for any suspension, delay or
interruption to the extent:
1. That performance would have been so suspended, delayed or interrupted by any other
cause, including the fault or negligence of the contractor, or
2. For which an equitable adjustment is provided or excluded under any other provision of
the Contract.
No claim under this Article shall be allowed:
1. For any costs incurred more than 20 days before the Contractor shall have notified the
Contracting Officer in writing of the act or failure to act involved (but this requirement shall
no apply as to a claim resulting from a suspension order), and
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2. Unless the claim, in an amount stated, is asserted in writing as soon as practicable after
the termination of such suspension, delay, or interruption, but not later than the date of
final payment under the Contract.
ARTICLE 27. SAFETY PROGRAM
A. GENERAL —In order to provide safety controls for the protection of the life and health of
Government and Contract employees and the general public; prevention of damage to property,
materials, supplies, and equipment; and for avoidance of work interruptions in the performance of
the Contract, the Contractor shall comply with all applicable Federal and local laws governing
safety, health and sanitation including the Safety Standards, Rules and Regulations issued by the
American National Standards, U. S. Department of Labor, U. S. Department of Health and
Human Services, [D.C. Minimum Wage and Industrial Safety Board] (Or relevant local law) and
the latest edition of “Manual of Uniform Traffic Control Devices” issued by the Federal Highway
Administration.
The Contractor shall also take or cause to be taken such additional safety measures as the
Contracting Officer may determine to be reasonably necessary.
The Contractor shall designate one person to be responsible for carrying out the Contractor’s
obligation under this Article.
The Contractor shall maintain an accurate record of all accidents resulting in death, injury,
occupational disease, and/or damage to property, materials, supplies, and equipment incident to
work performed under the Contract. Copies of these reports shall be furnished to the Contracting
Officer within two working days after occurrence.
The Contracting Officer will notify the Contractor of any noncompliance with the foregoing
provisions and the action to be taken. The Contractor shall, after receipt of such notice,
immediately take corrective action. Such notice, when delivered to the Contractor or his
representative at the site of the work, shall be deemed sufficient for the purpose. If the Contractor
fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or part
of the work until satisfactory corrective action has been taken. No part of the time lost due to any
such stop orders shall be made the subject of claim for extension of time or for excess costs or
damages by the Contractor.
This Article is applicable to all subcontractors used under the Contract and compliance with these
provisions by the subcontractors will be the responsibility of the Contractor.
(In Contracts involving work of short duration or of non-hazardous character, the following Section
B. will be deleted by Special Provision)
B. CONTRACTOR’S PROGRAM SUBMISSION —Prior to commencement of the work, the
Contractor shall:
1. Submit in writing to the Contracting Officer for his approval his program for complying with
this Article for accident prevention.
2. Meet with the Contracting Officer’s Safety Representative after submission of the above
program to develop a mutual understanding relative to the administration of the overall safety
program.
ARTICLE 28. RETENTION OF RECORDS—Unless otherwise provided in the Contract, or by applicable
statute, the Contractor, from the effective date of Contract completion and for a period of three years after
final settlement under the Contract, shall preserve and make available to the Government at all
Standard Contract Provisions - Page 22 of 24
reasonable times at the office of the Contractor but without direct charge to the Government, all his
books, records, documents, and other evidence bearing on the costs and expenses of the Contractor
under the Contract.
ARTICLE 29. RECOVERY OF DEBTS OWED THE GOVERNMENT---The Contractor hereby agrees
that the Government may use all or any portion of any payment, consideration or refund due the
Contractor under the Contract to satisfy, in whole or part, any debt due the Government.
ARTICLE 30. ADMINISTRATIVE LIQUIDATED DAMAGES---In addition to any other liquidated
damages provided for in the Contract, the Contractor hereby agrees that the Government may assess
administrative liquidated damages for the Contractor’s failure to submit when due any deliverable
required by the Contract. Unless otherwise prescribed by the Contracting Officer, the rate of the
administrative liquidated damages shall be $250 per day until the required deliverable is received and
accepted by the Government. The Government’s remedies for failure to comply with the Contract terms
and conditions are cumulative and not exclusive. Nothing herein shall be construed to limit the
Government’s ability to terminate the Contractor for the failure to submit Contract deliverables when due.
ARTICLE 31. ANTI-COMPETITIVE PRACTICES AND ANTI-KICKBACK PROVISIONS.
A. The Contractor recognizes the need for markets to operate competitively and shall observe and
shall comply with all applicable law, rules, and regulations prohibiting anti-competitive practices.
The Contractor shall not engage, directly or indirectly, in collusion or other anti-competitive
practices that reduces or eliminates competition or restrains trade. The Department shall report
to the appropriate authority any activity that evidences a violation of the antitrust laws, and take
such other further action to which it is entitled or obligated under the law.
B. The Contractor shall observe and comply with all applicable law, rules, and regulations prohibiting
kickbacks and, without limiting the foregoing, Contractor shall not (i) provide or attempt to provide
or offer to provide any kickback; (ii) solicit, accept, or attempt to accept any kickback; or (iii)
include, directly or indirectly, the amount of any kickback in the contract price charged by
Contractor or a Subcontractor of the Construction Manager to the Department. The Contractor
shall have in place and follow reasonable procedures designed to prevent and detect possible
violations described in this subparagraph in its own operations and direct business relationships.
The Department may take any recourse available to it under the law for violations of this anti-
kickback provision.
C. The Contractor represents and warrants that it did not, directly or indirectly, engage in any
collusive or other anti-competitive behavior in connection with the bid, negotiation or award of the
Contract. Further, the Contractor represents and warrants that it will not either directly or
indirectly, engage in any collusive or other anti-competitive behavior in connection with the
performance and administration of the Contract. In the event the Department determines that
there has been a violation of these provisions, it may terminate the contract without liability.
ARTICLE 32. NON-DISCRIMINATION IN EMPLOYMENT PROVISIONS.
A. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color, religion, national
origin, sex, age, marital status, personal appearance, sexual orientation, family responsibilities,
matriculation, political affiliation, or physical handicap. The affirmative action shall include, but
not be limited to, the following:
1. Employment, upgrading, or transfer;
2. Recruitment or recruitment advertising;
3. Demotion, layoff, or termination;
Standard Contract Provisions - Page 23 of 24
4. Rates of pay, or other forms of compensation; and
5. Selection for training and apprenticeship.
B. Unless otherwise permitted by law and directed by the Department, the Contractor agrees to post
in conspicuous places, available to employees and applicants for employment, notices to be
provided by the Department setting forth the provisions of this Section concerning non-
discrimination and affirmative action.
C. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive consideration for employment
pursuant to the non-discrimination requirements set forth in this Section.
D. The Contractor agrees to send to each labor union or representative of workers with which it has
a collective bargaining agreement, or other contract or understanding, a notice to be provided by
the Department, advising each labor union or workers' representative of the Contractor's
commitments under this Section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
E. The Contractor agrees to permit access by the Department to all books, records and accounts
pertaining to its employment practices for purposes of investigation to ascertain compliance with
this Section, and shall post copies of the notices in conspicuous places available to employees
and applicants for employment.
F. The Contractor shall include in every subcontract the equal opportunity clauses of this Section so
that such provisions shall be binding upon each Subcontractor or vendor.
G. The Contractor shall take such action with respect to any Subcontractor as the Contracting
Officer may direct as a means of enforcing these provisions, including sanctions for non-
compliance.
ARTICLE 33. ETHICAL STANDARDS FOR DEPARTMENT’S EMPLOYEES AND FORMER
EMPLOYEES---The Department expects the Contractor to observe the highest ethical standards and to
comply with all applicable law, rules, and regulations governing ethical conduct or conflicts of interest.
Neither the Contractor, nor any person associated with the Contractor, shall provide (or seek
reimbursement for) any gift, gratuity, favor, entertainment, loan or other thing of value to any employee of
the District or the Department not in conformity with applicable law, rules or regulations. The Contractor
shall not engage the services of any person or persons in the employment of the Department or the
District for any Work required, contemplated or performed under the Contract. The Contractor may not
assign to any former Department or District employee or agent who has joined the Contractor's firm any
matter on which the former employee, while in the employ of the Department, had material or substantial
involvement in the matter. The Contractor may request a waiver to permit the assignment of such matters
to former Department personnel on a case-by-case basis. The Contractor shall include in every
subcontract a provision substantially similar to this section so that such provisions shall be binding upon
each Subcontractor or vendor.
ARTICLE 34. CONSTRUCTION. The Contract shall be construed fairly as to all parties and not in favor
of or against any party, regardless of which party prepared the Contract.
ARTICLE 35. SURVIVAL. All agreements warranties, and representations of the Contractor contained
in the Contract or in any certificate or document furnished pursuant to the Contract shall survive
termination or expiration of the Contract.
ARTICLE 36. REMEDIES CUMULATIVE. Unless specifically provided to the contrary in the Contract,
all remedies set forth in the Contract are cumulative and not exclusive of any other remedy the
Government may have, including, without limitation, at law or in equity. The Government’s rights and
Standard Contract Provisions - Page 24 of 24
remedies will be exercised at its sole discretion, and shall not be regarded as conferring any obligation on
the Government’s to exercise those rights or remedies for the benefit of the Contractor or any other
person or entity.
ARTICLE 37. ENTIRE AGREEMENT; MODIFICATION. The Contract supersedes all contemporaneous
or prior negotiations, representations, course of dealing, or agreements, either written or oral. No
modifications to the Contract shall be effective against the Department unless made in writing signed by
both the Department and the Contractor, unless otherwise expressly provided to the contrary in the
Contract. Nothing herein shall be construed to limit the Department’s right to issue unilateral modifications
to the contract.
ARTICLE 38. SEVERABILITY. In the event any one or more of the provisions contained in this
Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Contract, and in lieu of each such
invalid, illegal or unenforceable provision, there shall be added automatically as a part of this Contract a
provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be
valid, legal and enforceable; each part of this Contract is intended to be severable.
ARTICLE 39. FORCE MAJEURE---If the Contractor, because of Force Majeure, is rendered wholly or
partly unable to perform its obligations when due under this Contract, the Contractor may be excused
from whatever performance is affected by the Force Majeure to the extent so affected. In order to be
excused from its performance obligations under this Contract by reason of Force Majeure, within 72 hours
of the occurrence or event, the Contractor must provide the Contracting Officer written notice of its
inability to perform as well as a description of the force majeure and its effect on Contract performance.
The Contracting Officer will have the right to cause the inspection of the work site to determine the validity
of the Contractor’s assertion of its inability to perform. If the Contracting Officer agrees that the
Contractor is wholly or partly unable to perform its obligations under the Contract a decision will be issued
indicating the extent to which the Contractor is excused from its performance obligations. In no event will
the Contractor be entitled to money damages from the Government due to force majeure.

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Exhibit B

Department’s Designated Representatives

George G. Lewis
Associate Director, Contracts and Procurement Division
Department of General Services
Contracts and Procurement Division
2000 14th Street, NW 4th Floor
Washington, DC 20009

Eric Njonjo
Contracting Officer, Contracting and Procurement Division
Department of General Services
1250 U Street, NW, 2nd Floor
Washington, DC 20009

Ahmad Stanekzai
Contracting Officer, Contracting and Procurement Division
Department of General Services
1250 U Street, NW, 2nd Floor
Washington, DC 20009

Exhibit C

Equal Employment Opportunity and Hiring of District Residents
11/08/2021
11/8/2021
Frank Chiaramonte, President
Chiaramonte Construction Company
DCAM-22-CS-RFQ-0001
Department of Housing and Community Development
1800 Martin Luther King Jr. Avenue, SE
Washington, DC 20020
11/4/2021
11/4/2021
11/15/2021
DCAM-22-CS-RFQ-0001
DCAM-22-CS-RFQ-0001
11/4/2021
Exhibit D

Living Wage











 










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Exhibit E

Form of Task Order Agreement
Contracts & Procurement
TASK ORDER AGREEMENT [Insert #]
CONTRACT NO. DCAM-22-CS-RFQ-0001C
IDIQ for CONSTRUCTION PROJECTS
[Insert Project Name/Title]

[DATE] [Insert RK#]

THIS TASK ORDER AGREEMENT NO. [ ] is issued by the Government of the District
of Columbia, acting by and through its DEPARTMENT OF GENERAL SERVICES (the
“Department” or “DGS”) to the contractor listed below. Assuming this Task Order Agreement
is signed by the Contractor without modification of any kind, it shall constitute a binding legal
contract between the Department and the Contractor. The terms of the Task Order Agreement are
as follows:

1. Remaining capacity . The remaining capacity for the Contractor under the BOA Contract,
[Option Year] is [$____]

2. Contractor. This Task Order Agreement is being issued to CHIARAMONTE
CONSTRUCTION COMPANY “Contractor” under Contract No. DCAM-22-CS-RFQ-
0001C (“BOA”).

3. Scope of Work. The Contractor shall provide all necessary services and furnish all
supervision, labor, materials, and equipment necessary to [ ] located at [Insert Project
Address] (“the Project”) in accordance with the Scope of Work ( Exhibit A ) and the
Contractor’s Proposal (Exhibit B).

4. Task Order Price. The Contractor will be paid a Lump Sum Price of [Insert Amount] to fully
complete and deliver a fully functioning Project, as described in the Contractor’s price proposal
dated [ ] , 20[ ] (Exhibit B ) and the Scope of Work (Exhibit A). In no event shall the
Contractor be paid more than [ Insert Amount] unless the Contractor is authorized to exceed
this limit in advance and in writing by a DGS Contracting Officer.

5. Notice to Proceed. This Task Order Agreement serves as the Contractor’s Notice-to-Proceed.

6. Substantial Completion Date The work in this Task Order shall be completed no later than
[_ _], 20[ ] (“Substantial Completion Date”). Substantial Completion shall mean that all of
the following have occurred: (1) the construction and installation work has been completed
with only minor punch list items remaining to be completed; (2) a permanent certificate of
occupancy and all other required permits or approvals have been obtained; (3) all operating
and maintenance materials, manuals, training recordings videos and draft warranties required
by the Contract have been delivered to the Department; (4) any supplemental training session
required by the Contract for operating or maintenance personnel have been completed; (5) all
clean-up required by the Contract has been completed; (6) the Project is ready for the
Department to use it for its intended purpose; and (7) all equipment, supplies, materials and
items to be installed have been installed in accordance with the manufacturer’s specifications
and industry standards and have undergone and passed the requisite testing and inspections.
"Minor punch list items" are defined for this purpose as items that, in the aggregate, can be
completed by the Final Completion Date without interfering with the Department's normal use
of the Project.

7. Final Completion Date. The Final Completion Date of this Task Order is [_ _], 20[ ] (“Final
Completion Date”). Final Completion shall mean the point at which Substantial Completion
has been achieved, all punch list items noted at Substantial Completion have been completed,
and all documents the Contractor is required to deliver to the Department as a condition to
receiving final payment have been received. Work is defined as the construction and services
required by the Contract, whether completed or partially completed, and includes all other
labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill
the Contractor’s obligations. The Work may constitute the whole or a part of the Project.

8. Administrative Term. An administrative term of [_ _], 20[ ] (“Administrative Term Date”)
is hereby established for all work that is subject to this Task Order Agreement.

9. Living Wage Act. The Contractor agrees that the Work performed under this Task Order shall
be subject to the living wage act (Exhibit F) in effect at the time of the Task Order execution
by the Department. As such, the Contractor and its subcontractors shall comply with the wage
reporting requirements imposed by the act

10. Davis-Bacon Act Wage Determination. The Contractor agrees that the Work performed
under the proposed Task Order shall be subject to the Davis Bacon Wage Determination as set
forth in (Exhibit C) in effect at the time of the Task Order execution by the Department.

11. Insurance Requirement.

[Project-specific Insurance Requirements shall be obtained from the office of risk
management (“ORM”) and incorporated within each RF TOP and resulting Task Order
Agreement].
12. Program Manager. The name and contact information for the Program Manager for this
Task Order Agreement is as follows:

[Insert PM Name]
Program Manager
Contractor- DC Department of General Services
1250 U Street, NW / 4th Floor
Washington, DC. 20009
Phone: (202) _ _
Email:

13. Contracting Officer. The name and contact information for the Contracting Officer for this
Task Order Agreement is as follows:

[Insert CO’s Name]
Contracting Officer
Contracts & Procurement Division
Department of General Services
[Address]

Only a duly authorized Contracting Office r shall have the authority to direct the
Contractor to start the Project, issue change orders, contract modifications, or change
directives on the Department’s behalf. The Program Manager shall not have the authority
to modify any of the rights and obligations of the Department or the Contractor pursuant
to the task order, or to issue change orders, contract modifications, or change directives.

14. Use of the Department’s Electronic Project Management Information System
(ProjectTeam). Awarded vendor shall utilize the Department’s ProjectTeam system to create,
manage and/or submit any and all documentation required to be provided by the vendor during
the course of the Project, including, but not li mited to: (i) requests for information; (ii)
submittals; (iii) potential change orders; (iv) meeting minutes; (v) pencil copy invoices; (vi)
drawings and specifications; (vii) punch list; and (viii) other documents as may be designated
by the Department.

15. Invoice Submittal. The Contractor shall create and submit payment requests in an electronic
format through the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor shall submit
proper invoices on a monthly basis. To constitute a proper invoice, the Contractor shall enter
all required information into the Portal after selecting the applicable purchase order number
which is listed on the Contractor’s profile.

16. Performance and Payment Bonds. The Contractor shall provide to the Department payment
and performance bonds in the form of (Exhibit I), each with a penal sum equal to one hundred
percent (100%) of the Task Order Agreemen t price, prior to commencing Work, in
accordance with Section 11.2 of the underlying Contract No. DCAM-22-CS-RFQ-0001C.

17. Liquidated Damages. If the Contractor fails to achieve Substantial Completion by the
Substantial Completion Date, the Parties acknowledge and agree that the actual damage to the
Department for the delay will be impossible to determine, and in lieu thereof, the Contractor
shall pay to the Department, as fixed and liquidated delay damages in the amount specified in
the Task Order Agreement for failure to meet the Substantial Completion Date. The Contractor
and the Department agree that the liquidated damages do not constitute, and shall not be
deemed, a penalty but represent a reasonable approximation of the damages to the Department
associated with a delay in the Project. In the event the Contractor fails to meet the Substantial
Completion Date as defined in each individual Task Order Agreement, the Contractor consents
to a termination for default.

18. Terms & Conditions. The District of Columbia Department of General Services Standard
Contract Provisions for Construction Contracts (Exhibit D), Standard Contract Provisions for
Architectural& Engineering Services ( Exhibit E ) are incorporated into this Task Order
Agreement.

19. Service Contract Act . The Contractor agrees that the work performed under the proposed
Contract shall be subject to the Service Contract Act Wage Determination in effect on the date
the contract is executed and such wages are incorporated as ( Exhibit G). Service Contract
Wage Schedules are available at www.wdol.gov.

20. SBE Subcontracting Requirement:

a) Unless the Director of DSLBD ha s approved a waiver in writ ing in accordance with D.C.
Official Code § 2-218.51, for all contracts in excess of $250,000, for all contracts in excess of
$250,000, at least 35% of the dollar volume of the contract shall be subcontracted to SBEs.
b) If there are insufficient SBEs to comp letely fulfill the requirement of paragraph (a) of this
Section 20.1. above, then the subcontracting may be satisfied by subcontracting (35%) of the
dollar volume to any qualified CBEs; provided, however, that all reasonable efforts shall be
made to ensure that SBEs are significant participants in the overall subcontracting work.
c) A Design- Builder (“Prime Contractor”) that is certified by DSLBD as a small, local or
disadvantaged business enterprise shall not be required to comply with the provisions of
paragraphs (a) and (b) above of this Section 20.1.
d) Except as provided in paragraphs (e) and (g) below of this Section 20.1, a Prime Contractor
that is a CBE and has been granted a proposal pre ference pursuant to D.C. Official Code § 2-
218.43, or is selected through a set-aside progra m, shall perform at least (35%) of the
contracting effort with its own organization and resources and, if it subcontracts, (35%) of the
subcontracting effort shall be with CBEs. A CBE Prime Contractor that performs less than
(35%) of the contracting effort shall be subj ect to enforcement actions under D.C. Official
Code § 2-218.63.
e) A Prime Contractor that is a certified Joint Vent ure and has been granted an offer preference
pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside program, shall
perform at least (50%) of the contracting effort with its own organization and resources and, if
it subcontracts, (35%) of the subcontracting ef fort shall be with CBEs. A certified Joint
Venture Prime Contractor that performs less than (50%) of the
contracting effort shall be subject to enforcement actions under D.C. Official Code § 2-218.63.
f) Each CBE utilized to meet these subcontracti ng requirements shall perform at least (35%) of
its contracting effort with its own organization and resources.
g) A Prime Contractor that is a CBE and has been granted an offer preference pursuant to D.C.
Official Code § 2-218.43, or is selected through a set-aside program, shall perform at least
(50%) of the on-site work with its own organization and resources if the Agreement is one ($1)
million dollars or less.
20.2 Subcontracting Plan Requirements

If the Prime Contractor is required by law to subc ontract under the contra ct, it must submit a
subcontracting plan for at least (35%) of the dollar volume of the contract in accordance with D.C. Official
Code § 2-218.46. The subcontracting plan in the form of (Exhibit H) shall be submitted as part of the
Proposal and may only be amended with the prior wr itten approval of the CO and Director of DSLBD.
Any reduction in the dollar volume of the subcontracted portion resulting from an amendment of the plan
shall inure to the benefit of the Di strict and the Department. Each s ubcontracting plan shall include the
following:

a) The name and address of each subcontractor;
b) A current certification number of the small or certified business enterprise;
c) The scope of work to be performed by each subcontractor; and
d) The price that the Prime Contractor will pay each subcontractor.
20.3 Copies of Subcontracts

Within twenty-one (21) days of the date of award, the Prime Contractor shall provide fully executed copies
of all subcontracts identified in the subcontracting plan to the CO, District of Columbia Auditor, and the
Director of Department of Small and Local Business Development.
20.4 Subcontracting Plan Compliance Reporting

a) The Prime Contractor has a subcontracting plan required by law for this Agreement; the Prime
Contractor shall submit a quarterly report to th e CO, District of Columbia Auditor, and the
Director of DSLBD. The quarterly report sh all include the following information for each
subcontract identified in the subcontracting plan:

1. The price that the Prime Contractor will pay each subcontractor under the subcontract;
2. A description of the goods procured, or the services subcontracted for;
3. The amount paid by the Prime Contractor under the subcontract;
4. A copy of the fully executed subcontract, if it was not provided with an earlier quarterly
report.

b) If the fully executed subcontract is not provided with the quarterly report, the Prime Contractor
will not receive credit toward its subcontracting requirements for that subcontract.
20.5 Annual Meetings

Upon at least 30-days written notice provided by DSLBD, the Prime Contractor shall meet annually with
the CO, contract administrator (“CA”), District of Columbia Auditor, and the Director of the Department
of Small and Local Business Development to provide an update on its subcontracting plan.
20.6 DSLBD Notices

The Prime Contractor shall provide written notice to the DSLBD and the District of Columbia Auditor
upon commencement of the Agreement and when the Agreement is completed.
20.7 Enforcement and Penalties for Breach of Subcontracting Plan

A Prime Contractor shall be deemed to have breached a subcontracting plan required by law if the Prime
Contractor (i) fails to submit s ubcontracting plan monitoring or compliance reports or other required
subcontracting information in a reasonably timely manner; (ii) submits a monitoring or compliance report
or other required subcontracting information containing a materially false statement; or (iii) fails to meet
its subcontracting requirements. A Prime Contractor that is found to have breached its subcontracting plan
for utilization of CBEs in the performance of a contra ct shall be subject to the imposition of penalties,
including monetary fines in accordance with D.C. Of ficial Code § 2-218.63. If the CO determines the
Prime Contractor’s failure to be a material breach of the Agreement, the CO shall have cause to terminate
the Agreement under the default provisions in the Standard Contract Provisions . Neither the Prime
Contractor nor its subcontractor may remove a subcont ractor or tier-subcontractor if such subcontractor
or tier-subcontractor is certified as an LSDBE company unless the Department approves of such removal,
in writing. The

Department may condition its approv al upon the Prime Contractor developing a plan that is, in the
Department’s sole and absolute judgment, adequate to maintain the level of LSDBE participation in the
Project.
20.8 Residency Hiring Requirements for Contractors and Subcontractors

At least fifty-one percent (51%) of the Offeror’s Team and every sub-consultant employees hired
after the Offeror enters into a contract with th e Department, or after su ch sub-consultant enters
into a contract with the Offeror, to work on this Project, shall be residents of the District of
Columbia.

Upon execution of the contract, the Offeror and al l of its member firms, if any, and each of its
subcontractors and subconsultants shall submit to the Department a list of current employees that
will be assigned to the Project, the date that they were hired and whether or not they live in the
District of Columbia.

The Offeror shall comply with subchapter III of Chapter II of Title 1, and subchapter II of Chapter
II of Title 1 of the D.C. Code, and all succe ssor acts thereto and the rules and regulations
promulgated thereunder. The Offeror and all member firms, subcontractors, tier subcontractors,
subconsultants, and suppliers with contracts in the amount of

($100,000) or more shall be required to comply with the following: (i) enter into a First Source
Employment Agreement with the D.C. Department of Employment Services (“DOES”) upon
execution of the Agreement; (ii) submit an executed First Source Agreement to DOES prior to
beginning work on the Project; (iii) make best effort s to hire at least (51%) District residents for
all new jobs created by the Projec t; (iv) list all employment v acancies with DOES; (v) submit
monthly compliance reports to DOES by the 10 th of each month; (vi) at least (51%) apprentices
and trainees employed must be residents of the District registered in program approved by the D.C.
Apprenticeship Council; and (vii) trade contractors and subcontractors with contracts in the
amount of ($500,000) or more must register an apprenticeship program with the D.C.
Apprenticeship Council.

The Offeror shall comply with subchapter X of Chapter II of Title 2, and all successor acts thereto,
including by not limited to the Workforce Intermediary Establishment and Reform of First Source
Amendment Act of 2011, and the rules and regulations promulgated thereunder, including, but not
limited to the following requirements:

a) At least twenty percent (20%) of journey worker hours by trade shall be performed by District
residents;
b) At least sixty percent (60%) of apprentice hou rs by trade shall be performed by District
residents;
c) At least fifty one percent (51%) of the skilled laborer hours by trade shall be performed by
District residents; and
d) At least seventy percent (70%) of common labor er hours shall be performed by District
residents.
20.9 Apprenticeship Act

The District of Columbia Apprenticeship Act of 1946, D.C. Official Code §§ 32-1401 et seq. (“Act”), as
amended, may apply to this project. All subcontractors selected to perform work on the project on a craft-
by-craft basis shall be required to comply with th is Act. All terms and conditions of the Act, D.C.
Apprenticeship Council Rules and Regulations, as well as any federal requirements, shall be implemented.
The Prime Contractor shall be liable for any subcontractor non-compliance.

20.10 Non-Responsive Proposal

Proposals responding to this RFTOP shall be deemed non-responsive and shall be rejected if the Offeror
fails to submit a subcontracting plan that meets the criteria set forth below:
(a) The name and address of each subcontractor.
(b) A current certification number of the small or certified business enterprise.
(c) The scope of work to be performed by each subcontractor; and
(d) The price to be paid by the prime contractor to each subcontractor.
The subcontracting plan shall be provided before the District accepts the submission of the proposal. If
the Contractor self-performs, the appropriate field on the form should be selected.

20.11 Special Provisions Related to the Covid-19 Emergency

20.11.1 The Contractor is required to comply with Mayor’s Order 2021 -099, COVID-19 Vaccination
Certification Requirement for District Government Employees, Contractors, Interns, and Grantees, dated
August 10, 2021, and all substantially similar vaccine requirements, including any modifications to this
Order, unless and until they are rescinded or supe rseded. At the request of the District government,
Contractors may be asked to provide certification of compliance with this requirement and/or documents
and records in support of this certification.

20.11.2 The Contractor is required to comply with City Administrator’s Order 2021-4, Resumption of
Requirement for All Persons to Wear a Mask Inside District Government Buildings and While on Duty
as a District Government Employee or Contractor, dated July 30, 2021, and all substantially similar
mask requirements including any modifications to this Order, unless and until they are rescinded or
superseded.

21. Key Personnel. The following individuals shall be considered key personnel: (i) the Field
Superintendent, and (ii) the P roject Manager as identified in (Exhibit J). The Contractor shall not be
permitted to reassign any of the key personnel unless the Department approves the proposed reassignment
and the proposed replacement, in wr iting and by an authorized Cont racting Officer ("CO"). The key
personnel specified in the contract are essential to the work being performed hereunder. Prior to diverting
any of the specified key personnel, the Contractor shall notify the CO at least thirty (30) calendar days in
advance and shall submit justification, including propo sed substitutions, in sufficient detail to permit
evaluation of the impact upon the contract.

22. Compliance Documents. The Contractor shall comply with all laws and regulations based upon
the project value and shall provide the Department with all of the compliance documents and requirements
including, but not limited to, the certificate of insurance, subcontracting plan, payment and performance
bonds, first source agreement and employment plan, tax compliance certificate, and all other compliance
documents, as applicable to this District of Columbia government-funded project. The failure by the
Contractor to comply with any of the legal and compliance requirements or the failure to provide the
Department with any of the required documents within the time specified will result in termination of
this Task Order Agreement based upon the Contractor’s default. The Department shall not incur any
cost due to the Contractor’s failure to comply with the District of Columbia’s laws and regulations.

23. Order of Precedence. The following documents are incorporated into this Task Order Agreement
in the following order of precedence:

1. This Task Order No. [ ]
2. The District of Columbia Department of General Services Standard Contract Provisions for
Construction Contracts (Exhibit D) and the District of Columbia Department of General Services
Standard Contract Provisions for Supplies and Services Contracts (Exhibit E).
3. BOA No. DCAM-22-CS-RFQ-0001C (by reference).
4. RFTOP No [ ] (by reference)
5. The Contractor's proposal dated [ ] (Exhibit B)

24. Additional Exhibits.

1. Davis Bacon Act Wage Determination (Exhibit C)
2. Living Wage Act (Exhibit F)
3. Service Contract Act (Exhibit G)
4. Subcontracting Plan (Exhibit H)
5. Payment and Performance bonds (Exhibit I)
6. Key Personnel (Exhibit J)

ISSUED BY: ACCEPTED BY: CHIARAMONTE
CONSTRUCTION COMPANY

By: By:
Name: Name:
Title: Contracting Officer Title:
Date: Date: