Proposed Contract with Winmar, Inc. to Contract No. DCAM-24-CS-IFB-0014

MURIEL BOWSER
MAYOR
May 2, 2025
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
proposed Contract No. DCAM-24-CS-IFB-0014 with Winmar, Inc. in the amount of $2,549,170.
The contract's period of performance is from the date of execution through May 1, 2026.
Under the proposed contract, Winmar, Inc. will provide all services, supervision, permits, labor,
supplies, equipment, and materials necessary for the construction services for the Marion S. Barry,
Jr. Building exterior stabilization of the 9th floor terrace and windows.
My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please contact Delano
Hunter, Director, Department of General Services ("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.
Sincerely,
1

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of General Services

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
(New Contract)

Proposed Contract for Construction Services for MBB Exterior Stabilization for 9th Floor
Terrace and Windows

(A) Contract Number: DCAM-24-CS-IFB-0014

Proposed Contractor: Winmar, Inc.

Proposed Contractor’s Principals: Edwin Villegas
President

Contract Amount: $2,549,170

Unit and Method of Compensation: Monthly progress payments based on lump-sum
pricing

Term of Contract: Ther term of the Contract shall be from the date of
the Contracting Officer’s execution through May 1,
2026 (“Substantial Completion Date”), with a Final
Completion Date of August 1, 2026 and an
Administrative Term Date of November 1, 2026

Type of Contract: Lump Sum Price

Source Selection Method: Competitive Sealed Bid (Invitation for Bids)

(B) For a contract containing option periods, the contract amount for the base period and for each
option period. If the contract amount for one or more of the option periods differs from the
amount for the base period, provide an explanation of the reason for the difference:

Not applicable.

2

(C) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:

If approved, the proposed contract will authorize the Contractor to provide construction services for
the MBB Exterior Stabilization for 9th Floor Terrace and Windows (the “Project”) at the Marion
Barry Jr. Building, located at 441 4th Street, NW, Washington, DC 20001. The Contractor is required
to provide all labor, tools, equipment, and materials necessary to complete the Project.

(D) The selection process , including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:

On July 18, 2024, the Department of General Services (the “Department” or “DGS”) issued IFB No.
DCAM-24-CS-IFB-0014 – Construction Services for MBB Exterior Stabilization – Construction of
9th Floor Terrace and Windows . A pre-proposal conference was held on July 25, 2024. A total of
three (3) Addenda were issued:

Addendum No. 1, issued on August 1, 2024:

- Provided the list of pre-proposal conference and site visit attendees.
- Provided the project specifications.
- Provided revised Form of Offer Letter and Bid form.
- Provided information about the project new COTR
- Provided information about the new Contracting Officer assigned to this project.

Addendum No. 2, issued on August 8, 2024:

- Provided the spreadsheet to the RFI responses.

Addendum No. 3, issued on August 14, 2024:

- The proposal due date was extended to August 22, 2024 at 12:00 P.M.
- The bid opening date was extended to August 22, 2024 at 3:30 P.M.

Bid Responsiveness

On the Proposal’s due date, August 22, 2024, five (5) firms (collectively, the "Offerors" and each
individually, an "Offeror") submitted Proposals in a timely manner. A public bid opening was
conducted on August 22, 2024, pursuant to 27 DCMR Section 5034, during which the Department
reviewed each bidder’s offer letter and Bid Form and reported each bidder’s total price to complete
the Project. After evaluation, one (1) firm was deemed nonresponsive due to failure to submit a bid
bond, in accordance with 27 DCMR § 1532 and Section I.15.1 of the IFB and thereby removed from
further consideration for contract award.

Evaluated Pricing

3

Utilizing the Bidder's preferences as determined by the Department of Small and Local Business
Development (“DSLBD”), each Bidder’s Evaluated Bid Price was determined by reducing the
Bidder’s total price by the appropriate percentage.

Contractor Responsibility

In accordance with the IFB, the Department determined that the Bidders were responsible and
responsive to the IFB as they met the Standards of Responsibility described in 27 DCMR Section
4706 as well as the Special Standards of Responsibility included in the IFB.

Contract Award

Pursuant to the IFB, the Department determined that the Contractor’s proposal was responsive, and
that the Contractor is responsible. The price was determined to be fair and reasonable based on a
comparison with other proposals received and the Independent Government Cost Estimate (“IGCE”).
On November 25, 2024, the Department awarded Notice of Award No. DCAM-24-CS-IFB-0014 to
the Contractor as such an award was determined to be most advantageous to the District.

(E) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
voluntary corrective action by the District. Include the identity of the protestor, the grounds
alleged in the protest, and any deficiencies identified by the District as a result of the protest:

The award of the Contract was not protested.

(F) A description of any other contracts the proposed contractor is currently seeking or holds
with the District:
Contract Description Contract Number DC Gov. Dept
CURRENT/ EXISTING
Construction Services for Youth DCAM-22-CS-IFB-0009 DGS
Services Center Roof Replacement and
Upgrades DCAM-23-CS-IFB-0003 DGS
New Beginnings Roof DCAM-23-CS-IFB-0002-A DGS
Replacement - Buildings A, B and C GF-2024-T-0025 UDC
FEMS - Engine 4 Roofing Upgrades GF-2023-T-0004 UDC

CURRENTLY SEEKING
General Contractor (“GC”) On-call
General
Maintenance and Repair Services
(M&R) – Due 2/18/2025
DCAM-25-NC-RFP-0020
DGS
UDC Building #71 Storefront Entry-
Elevator Access Lobby – Due 2/24/2025 GF-2025-T-0011 DGS
4

(G) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:

The Contractor is a certified Small Business Enterprise (“SBE”), Washington, DC -based firm and
has performed satisfactorily on previous projects with the District. The Contractor provides complete
professional design- build and construction services and possesses the financial stability to
successfully perform the Project and has provided a staffing plan for the Project which has been
reviewed and approved by the Department. The Contractor has been determined responsible in
accordance with 27 DCMR 4706.1.

(H) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended,
D.C. Official Code § 2-218.01 et seq. (“Act”), including a certification that the subcontracting
plan meets the minimum requirements of the Act and the dollar volume of the portion of the
contract to be subcontracted, expressed both in total dollars and as a percentage of the total
contract amount:

The Contractor is a certified small business enterprise in accordance with the Act ( CBE Number:
LSDZX12444122027). Notwithstanding the foregoing, the Contractor has certified that it will
subcontract a portion of the Contract amount to SBE/CBE’s that are certified by DSLBD, as follows,
as required by law:

Contract Dollar Value $2,549,170.00
Contractor Self-Performing Amount $892,209.50
Subcontracting Requirement % 35%
Subcontracting Plan Required Dollar Value $579,936.18
Subcontracting Plan Actual Dollar Value $580,000.00

(I) Performance standards and the expected outcome of the proposed contract:

The Contractor is required to provide all of the labor, tools, equipment, materials, and other services
necessary for the completion of the Project. The Project must be substantially completed by May 1,
2026. Additionally, the Department may withhold payments to the Contractor based on defects in any
application for payment or performance on the Project. In general, the Contractor must perform the
requirements contained in the Contract and meet or exceed the performance standards therein. The
Contractor’s performance will be monitored by DGS staff and DGS’s designated program manager.

(J) The amount and date of any expenditure of funds by the District pursuant to the contract
prior to its submission to the Council for approval:
FEMS Epoxy Flooring Upgrades for
Engine Houses 1, 11, 16, and 29 – Due
4/7/2025

DCAM-25-CS-RFP-0006
UDC
Mt. Pleasant Library Facility Upgrades –
Due 3/17/2025 DCPL-2025-B-0026 DCPL
5

None.

(K) A certification 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 proposed Contract’s amount is
consistent with the Department’s budget and that adequate funds are available in the Department’s
budget in accordance with D.C. Official Code §§ 47- 392.01 and 47- 392.02. The applicable Fiscal
Sufficiency certification accompanies this Council Package.

(L) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:

The proposed Contract has been deemed legally sufficient by the Department’s Office of the General
Counsel, and the Contractor does not appear to have any current pending legal claims against the
District.

(M) A certification 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 in compliance with the
Government of the District of Columbia tax laws and regulations. The applicable Clean Hands
certification for the Contractor accompanies this Council Package.

(N) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government:

The Contractor has certified that it is current with its federal tax laws.

(O) (1) A certification that the proposed contractor has been determined not to violate 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.

6

(P) The status of the proposed contractor as a certified loca l, small, or disadvantaged busi ness
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise Development
and Assistance Act of 2005, as amended; D.C. Official Code § 2-218.01 et seq.:

According to the DSLBD website, the Contractor is a certified Local, Small, or Disadvantaged
Business Enterprise. The Contractor’s CBE certification number is LSDZX12444122027, with an
expiration date of December 27, 2027.

(Q) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:

None.

(R) A statement indicating whether the proposed contractor is currently debarred from providing
services or goods to the District or federal government, the dates of the debarment, and the
reasons for debarment:

The Contractor is not debarred from providing services to the Government of the District of Columbia
or the Federal Government according to the Office of Contracts & Procurement’s Excluded Parties
List and the Federal Government’s Excluded Parties List.

(S) Any determination and findings issues relating to the contract’s formation, including any
determination and findings made under D.C. Official Code § 2-352.05 (privatization
contracts):

Not applicable.

(T) Where the contract, and any amendments or modifications, if executed, will be made
available online:

A copy of the contract documents will be made available on the Department’s website, upon approval.

(U) Where the original solicitation, and any amendments or modifications, will be made available
online:

The original solicitation and any amendments were posted on the Department’s website.

DCAM-24-CS-IFB-0014
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Memorandum
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
To: Delano Hunter
Director

From: Antoinette Hudson - Beckham
Agency Fiscal Officer
Department of General Services

Reference: Proposed Contract No. DCAM-24-CS-IFB-0014 Construction Services for MBB
Exterior Stabilization for 9th Floor Terrace and Windows with Winmar Inc.

Date: March 31, 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 the contract for construction services for MBB Exterior Stabilization for 9th Floor
Terrace and Windows (DCAM-24-CS-IFB-0014) (the “Contract”) with Winmar Inc. (the “Contractor”)
in the amount of $2,549,170.00, is consistent with the Department’s current budget and that adequate
funds are available in the budget for the expenditures.

While a total amount of $2,549,170.00 is being approved for capital- eligible items only, there is an
ineligible amount of $10,000.00, listed in Attachment J.2.B . See the operating column for the
associated items. These items are ineligible for capital expenditure, per the District Capital Guidelines.
The goods/services are needed in FY25. There should be no purchases, commitments, or expenditures
for these items until operating funds are available, via a purchase order for the same amount of
$10,000.00.

The Department of General Services (DGS – Owner/Implementor) has $2,549,170.00 in its cumulative
capital budget authority balance.

Fiscal Sufficiency Review
Construction Services for MBB Exterior Stabilization for 9th Floor Terrace and Windows with Winmar Inc
Contract Number: DCAM-24-CS-IFB-0014
Page 2 of 6

The PASS/DIFS information is listed below/attached.

Project Name Project
Number
AY Fund
Detail
Imp.
Agency
Owner
Agency
RK/PO # Amount Comments
AM0.BRM04
C.MARION S.
BARRY, JR.
BUILDING
100015
N/A 3030300 AM0 AM0

RK292938

$2,539,170.00
Capital Portion of
-Proposed MBB
Exterior
Stabilization for
$2,549,170.00
AM0.BRM04
C.MARION S.
BARRY, JR.
BUILDING
100015 N/A 3030300 AM0 AM0 RK299199 $10,000.00
Ineligible portion
of Proposed for
MBB Exterior
Stabilization of
$2,549,170.00 -
Hold for approval
of a Reverse
Capital Paygo to
Operating
Reprogramming
in FY25
Total $2,549,170.00

__________________

Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Service

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 Contract for Construction Services for the Marion S. Barry, Jr. Building
(“MBB”) Exterior Stabilization for 9th Floor Terrace and Windows

Contract Number: DCAM-24-CS-IFB-0014
Contractor: Winmar, Inc.

DATE: April 11, 2025
_____________________________________________________________________________

This is to certify that this Office has reviewed the above-referenced proposed Contract 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

Ya.CaptionConstructionServicesforMBBExteriorStabilizationfor9thFloorTerraceandWindows1,MarketTypeSet-Aside
eee

P"z-SolicitationContactNumber EffectiveDato 4RoquisniowPurchaseReqaotPrajeaNo || DCAM-24-CS-IFB-0014[__SeeBlock18 RK292938
|5TeedBy ©AdiminisaredbyCfoeran ne3)DepartmentofGeneralServicesContractsandProcurementDivision3924MinnesotaAvenue,NE,SthFloorWashington,DC20019 _7.NameandAddressofConia iDeiveyWinmar,In. TroBOriginother1010WisconsinAve,NW‘Washington,DC20007 STRESERVED

10.SubmitinvoicesasdescribedinSectionG.
TZPaymentwillbemadebyGovernmentoftheDistrictofColumbiaDepartmentofGeneralServicesOfficeoftheChiefFinancialOfficer3924MinnesotaAvenue,NE,SthFloorWashington,DC20019

TSAcknowledgementof Amendments:TheContra T ‘AmendmentNo. Dateacknowled)iptofamendmentstothesolicitation |
Addendum| [aoa‘Addendum2 8/8/2024‘Addendum3 9/14/2024

icgs/Price-SeeSectionBS $2,549,170.005.TableofContents
A AWARDPACB i INTRODUCTION,CONTRACTTYPE,ANDPRI:cc i SCOPEOFWORKISPECIFICATIONS,D PACKAGINGANDMARKINGEF

INSPECTIONANDACCEPTANCE1 PERIODOFPERFORMANCEANDDELIVERABLES

5 ‘CONTRACTADMINISTRATIONH SPECIALCONTRACTREQUIREMENTSi CONTRACTCLAUSES.7 LISTOFATTACHMEN

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TSA.NameofContractingOfficerKiannaShepherdTSB,Signatui
fC.DateSigned

PageIof62
Page 2 of 62

SECTION B
CONTRACT TYPE, SUPPLIES OR SERVICES, AND PRICE/COST

B.1 INTRODUCTION

The District of Columbia Department of General Services (“DGS” or the “Department”) is issuing
this contract (the “Contract”) resulting from an Invitation for Bids (“IFB”) to engage Winmar, Inc.
(the “Contractor”) (collectively, the “Parties”) to complete all necessary services, supervision,
permits, labor, supplies, equipment, and materials for the Construction Services for Marion Barry,
Jr. Building (“MBB”) Exterior Stabilization for 9th Floor Terrace and Windows at the Marrion
Barry Jr. Building, 441, 4th Street, NW Washington, DC 20001 (the “Project”). The Contractor
shall complete the work (the “Work”) as described in the drawings and specifications, Attachment
J.1 (the “Drawings and Specifications”).

B.2 TYPE OF CONTRACT

B.2.1 This is a Lump Sum Price type contract. The Contractor was required to provide a Lump
Sum Price which included sufficient funds to cover all the expenses necessary to complete
the Project, including, but not limited to, profit, home and field office overhead,
supervision, labor, materials, equipment, bonds, insurance and other services that may be
required to obtain the necessary permits, and construct the Project. The Lump Sum Price
also includes sufficient funding to fund items that are not specifically identified on the
Drawings and Specifications, but which are reasonably inferable therefrom. The Lump
Sum Price excludes additive alternates.

B.3 PRICE SCHEDULE/BID FORM – LUMP SUM PRICE

B.3.1 Lump Sum Price
The Contractor shall be paid a Lump Sum Price of $2,549,170.00, excluding
additive alternates, as detailed in Attachment J.2.A, to complete the Project. While
a total amount of $2,549,170.00 is being approved for capital -eligible items only,
there is an ineligible amount of $10,000.00, listed in Attachment J.2.B. See the
operating column for the associated items. These items are ineligible for capital
expenditure, per the District Capital Guidelines. The goods/services are needed in
fiscal year 2025 (“ FY25”). There should be no purchases, commitments, or
expenditures for these items until operating funds are available, via a purchase order
for the same amount of $10,000.00. In no event shall the Contractor be paid more
than this amount unless the Contractor is authorized to exceed this limit in advance
and in writing by a DGS Contracting Officer.

B.3.2 Work Included in the Lump Sum Price

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The Contractor acknowledges and understands that the Lump Sum Price is based
on the Specifications/Scope of Work (Section C), including the Drawings and
Specifications (Attachment J.1), which are incorporated into th e Contract. It is
understood and agreed that the Lump Sum Price represents the Contractor’s offer
to complete the Project. The Parties acknowledge and agree that the Department
intends to have the Contractor provide all labor, materials, and equipment to
complete the Project as contemplated in the Contract Documents, for the Lump
Sum Price, and consistent with the Project schedule. In furtherance of such intent,
the Contractor assumes the risks associated with and shall be responsible for : (i)
any changes in market c onditions that affect the cost of labor or materials; (ii)
coordination issues between the drawings; (iii) elements of work not shown on the
Contract Documents, but which are reasonably inferable from the Contract
Documents; (iv) cost associated with accel eration of the Work and expediting of
materials necessary to meet the Project Schedule which are the result of anything
other than an Excusable Delay; and (v) the risk of subcontractor default or non -
performance. It is understood and agreed by the Parties that items (i) through (v)
listed in the preceding sentence are not intended to be an exclusive list of the risks
assumed by the awarded Contractor and that such items represent a partial list of
the risks assumed by the awarded Contractor.

B.3.3 Basis of Lump Sum Price
The Lump Sum Price is based on the following documents that are incorporated
from the IFB into this resulting Contract:

B.3.4.1 Attachment J.1
Drawings and Specifications

B.3.4.2 Attachment J.2.A
Form Offer Letter and Bid Form

B.3.4.3 Attachment J.5
Subcontracting Plan and Subcontracting Agreements

B.3.4.4 Attachment J.7
Davis Bacon Wage Rates Determination

B.3.4.5 Attachment J.8
2025 Living Wage Act Notice and Fact Sheet

B.3.4.5 Other Compliance Documents incorporated into this contract as
per the IFB requirements include:

B.3.4.5.1 Attachment J.10
Tax Affidavit

B.3.4.5.3 Attachment J.12
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Certificate to Furnish Performance & Payment Bonds

B.3.4.5.4 Attachment J.14
Winmar Inc. Business License

B.3.4.5.4 Attachment J.15
Winmar Inc. Citywide Certificate of Clean Hands

B.4 ACKNOWLEDGEMENT OF REVIEW OF CONTRACT DOCUMENTS

The Contractor acknowledges that it reviewed the Drawings and Specifications for
accuracy, constructability, and completeness, and was required to bring such deficiencies
to the attention of the Department so that the Department’s Architect/Engineer -DLR
Group of DC P.C. (the “Architect/Engineer” or “A/E”) can address any such deficiencies.
The awarded Contractor acknowledges that any deficiencies it identified after submitting
its bid shall not be the basis for a change in the Lump Sum Price or delaying the Project
schedule to the extent that any such deficiencies in the Drawings and Specifications could
have been identified by prior review of a competent prospective Contractor.

B.4.1 During the term of the Contract, should any errors, omissions, ambiguities or
discrepancies be found on the Contract Documents, or should there be found
any discrepancies between the Contract Documents to which the awarded
Contractor has failed to call attention before submitting its bid, the awarded
Contractor shall bring any such errors, omissions, ambiguities or discrepancies to
the attention of Department, and the Department will interpret the intent of the
Contract Documents. The awarded Contractor agrees to abide by and to carry
out the Work in accordance with the decision of the Department. Wherever the
intent of the Contract Documents is not indicated clearly or there is a conflict
between the Contract Documents, the awarded Contractor will be held to have
included in the Lump Sum Price the more expensive material or method of
construction and the quantity of material.

B.4.2 If any item or material shown on the Drawings is omitted from the Specifications,
or vice versa (except when the Drawings and Specifications clearly exclude such
omitted item), and such item or material is required to complete the detail shown
or specified, and if additional details or instructions are required to complete the
Work, then the awarded Contractor is deemed to have made an allowance in the
Lump Sum Price for the completion of the Work, consistent with adjoining or
similar details and the best accepted practices of the trade for projects of this type
and quality, whichever is more expensive, unless such additional information was
not reasonably inferable from the Contract Documents. Without limiting the
awarded Contractor’s other duties, in the case of a difference among the Contract
Documents as to the Contractor’s obligations, or an inconsistency in the Contract
Documents, the Department will decide which requirement governs; however, the
awarded Contractor shall assume that the more expen sive material or method of
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construction and the quantity of material shall be required without a change to the
Lump Sum Price.

B.4.3 Execution of the Contract by the awarded Contractor is a representation that the
Contractor has thoroughly examined all Contract Documents, including all details,
plans, elevations, sections, schedules and diagrams, has visited the site, has become
familiar with local conditions under which the Work is to be performed, has
correlated personal observations with the requirements of the Contract Documents,
and has satisfied itself before executing the Contract as to all matters that can affect
the Work and its cost, including: (1) the nature of the land and subsoil; (2) the form
and nature of the site and surrounding areas; (3) details and levels of existing pipe
lines, 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 he may require; (6) uncertainties of weather and physical
conditions at the site; and in gen eral to have himself obtained all necessary
information as to risk contingencies, climatic, hydrological and natural conditions
and other circumstances which may influence or affect his performance of the
Work. The awarded Contractor waives any and all claims against the Department
arising from or relating to such contingencies and conditions that are reasonably
inferable from the Contract Documents, in light of the required preconstruction
review and inspection and the Contractor’s expertise in the field of construction.

B.5. The Contractor submitted, with its bid in response to the IFB, a copy of the certification
acknowledgment letter and a notarized statement detailing any subcontracting plan
required by law. For contracts more than $250,000.00, a Contractor shall ensure that its
bid complies with the subcontracting requirement(s) in accordance with Section J.5 of this
Contract.

B.6 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2-222.01 et seq.
B.6.1 Nonprofit organizations, as defined in the Act, shall include in their rates the
indirect costs incurred in provision of goods or performance of services under this
Contract pursuant to the Nonprofit Organization's unexpired Negotiated Indirect
Cost Rate Agreement (“NICRA”). If a Nonprofit Organization does not have an
unexpired NICRA, the Nonprofit Organization may elect to instead include in its
rates its indirect costs:
(1) As calculated using a de minimis rate of 10% of all direct costs under this
Contract;
(2) By negotiating a new percentage indirect cost rate with the awarding agency;
(3) As calculated with the same percentage indirect cost rate as the Nonprofit
Organization negotiated with any District agency within the past 2 years; however,
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a Nonprofit Organization may request to renegotiate Indirect Costs Rates
in accordance with B.6.2; or
(4) As calculated with a percentage rate and base amount, determined by a Certified
Public Accountant, as defined in the Act, using the Nonprofit Organization's
audited financial statements from the immediately preceding fiscal year, pursuant
to the OMB Un iform Guidance, and certified in writing by the certified public
accountant.
B.6.2 If this Contract is funded by a federal agency, indirect costs shall be consistent with
the requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor
regulations.
B.6.3 The Contractor shall pay its subcontractors which are Nonprofit Organizations the
same Indirect Costs Rates as the Nonprofit Organization subcontractors would have
received as a Prime Contractor.
B.7 CAMPAIGN FINANCE REFORM ACT
B.7.1 The Contractor agrees to comply with the Campaign Finance Reform Act
certification requirement pursuant to the D.C. Official Code § 1 -1161.01, and will
satisfy all self-certification requirements prior to the execution of any contract, as
applicable (Attachment J.11).
Page 7 of 62

SECTION C
SCOPE OF WORK (“SOW”)/SPECIFICATIONS

C.1 SCOPE OF WORK

The Contractor will be required to complete the Project in accordance with the Drawings and
Specifications, attached hereto as Attachment J.1.

The scope of this Project is limited to construction and relevant improvement work, including
but not limited to: (i) roofing membrane; (ii) associated flashings and overburden replacement
(including vegetative overburden); (iii) storefront/window wall system replacement on the West
Terrace on the 4th Street side and extend around the northwest and southwest corners of window
wall to the first crossing interior wall, as shown with RED bubbles on the floor plan; (iv) prepare
termination/tie-in details where new work intersects with existing construction to remain (on the
4th Street side); and (v) prepare te rmination/tie-in details where new work intersects with
existing construction to remain (only on the 4th Street side), including new exterior doors, railing
system replacement, drainage element replacement, fall protection system installation and other
miscellaneous improvement, in accordance with the DGS Specifications and Drawings, dated
February 9, 2024, and titled “9 th Floor Terrace Roof Replacement” located on the 9th floor,
attached hereto as Attachment J.1. The approved design and specifications including provision
of all labor, materials, equipment and supervision for the improvement of the 9 th floor terrace
inclusive of green roof and storefront system replacement.

The Contractor shall comply with all the regulation and code requirements that are applicable and
as specified to District building construction. It shall be the responsibility of the Contractor to
review all existing documents and conduct site visits to ascertain existing conditions.

C.2 BACKGROUND

MBB is one of the major District Government-owned buildings and accommodates various
District agencies in its 650,000-square-foot occupancy area. The building has 11 floors above
grade and 3 floors below grade. The lower 2 levels are built as parking garages. MBB is located
at 441 4th Street, NW, Washington, DC 20001.
C.3 DEFINITIONS

C.3.1 Change Directive. A written directive signed and issued by the Department
ordering the Contractor either to provide pricing and schedule impact information
for a described change to the work or to proceed with a described change and
provide pricing and schedule impact information after beginning the changed work.
C.3.2 Change Event. Any condition, event, act, omission, or breach, other than the
issuance of a Change Directive, which the Contractor believes entitles it to a change
in the Lump Sum Price, or the Substantial or Final Completion date(s).
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C.3.3 Change Order/Contract Modification. A written document, executed by the
Department and the Contractor, setting forth the agreed terms upon which a change
to the Contract has been made.
C.3.4 Contract. The entire, integrated agreement between the Department and the
Contractor with respect to the Project, consisting of this IFB, the Attachments to
the IFB, the Construction Documents released for the Contractor’s use and any
Change Directives or Change Orders that have been executed by the Department.
C.3.5 Contract Documents. The final documents comprising the Contract, as prepared
in accordance with the law, including, but not limited to those documents requiring
review and approval by the District Council.
C.3.6 Drawings. Graphic and pictorial portions of the Contract Documents, wherever
located and wherever issued, showing the design, locations, and dimensions of the
work, generally including plans, elevations, sections, details, schedules, and
diagrams.
C.3.7 Substantial Completion Date. The date established herein by which the
Contractor shall achieve Substantial Completion. In order for the Contractor to
achieve Substantial Completion, the District must be able to receive a Certificate
of Occupancy. The Substantial Completion Date may be modified only by Change
Order or Change Directive in accordance with the Contract by Contracting Officers
(“CO”) only.
C.3.8 Final Completion. The point at which Substantial Completion has been achieved,
all punch list items noted at Substantial Completion have been completed with the
Department’s approval and sign-off and all documents the Contractor is required to
deliver to the Department as a condition to receiving final payment have been
delivered. These may include, as applicable, but are not limited to, a final
Certificate of Occupancy for the Project from the District of Columbia, and final
lien releases from the Co ntractor and Subcontractors and material suppliers.
Contractor shall cause all representations, warranties, and guarantees to be honored,
and otherwise fulfill all the requirements set forth in the Contract.
C.3.9 Reserved.
C.3.10 Hazardous Material. Any toxic substance or hazardous chemical defined or
regulated pursuant to federal, state or local laws relating to pollution, treatment,
storage or disposal of waste, or protection of human health or the environment.
Such laws include, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act, the Clean Water Act, the Clean Air Act and laws relating to
emission, spills, leaks, discharges, releases or threatened releases of toxic material.
The term Hazardous Materials shall also include petroleum and petroleum bi -
products.
Page 9 of 62

C.3.11 Hazardous Material Remediation. Hazardous material remediation shall mean
the work performed to remove, treat and/or dispose of Hazardous Material.
C.3.12 Notice to Proceed. A written notice to proceed (“Notice to Proceed”) or (“NTP”),
signed by the Department, directing the Contractor to proceed with the Project or
any portion of the Project.
C.3.13 Project Schedule. The schedule for the Project agreed to by the DGS Project
Manager and the Contractor herein. Such schedule shall not be changed except by
a Change Order or Change Directive issued by the Department. The schedule shall
be in a form and contain such detail as may be agreed upon by the Parties.
C.3.14 Specifications. The Specifications are that portion of the Contract Documents
consisting of the written requirements for materials, equipment, construction
systems, standards and workmanship for the work, and performance of related
services.
C.3.15 Subcontractor. Any person, natural or legal, to whom the Contractor delegates
performance of any portion of the work required by the Contract. The term
“Subcontractor,” used without a qualifier, shall mean a subcontractor in direct
privity with the Contractor. Subcontrac tors at all tiers shall mean not only those
Subcontractors in direct privity with the Contractor, but also those performing work
pursuant to sub-subcontracts, sub-sub-subcontracts, and so on. Subcontractors shall
include both those wh o are retained to perform labor only and those who are
retained both to perform labor and to supply material or equipment. Subcontractors
shall also include design professionals who are not the Contractor’s employees and
to whom the Contractor delegates any part of its responsibilities under the Contract,
except those references to “Trade Subcontractors” shall exclude design
professionals.
C.4 SPECIFICATIONS:
DGS Specifications titled Government of the District of Columbia, Department of General
Services, Project Manual, 9th Floor Terrace Roof Replacement and Storefront system, fall
protection system and associated work at MBB, are incorporated herein as Attachment J.1.
Attachment J.1 consists of the following documents and made part of this scope by references.
Contractor shall perform the Project work without any confusion and or errors.

• 118129 – FACILITY FALL PROTECTION
• 013300 – SUBMITTAL PROCEDURES
• 015000 – TEMPORARY FACILITIES AND CONTROLS
• 24119 – SELECTIVE DEMOLITION
• 0030130 – MAINTENANCE OF CAST-IN-PLACE CONCRETE
• 221413 – STORM DRAINS AND PIPING
• 260533.13 – CONDUITS FOR ELECTRICAL SYSTEMS
• 077273 – VEGETATED ROOF SYSTEMS
• 070150.19 – PREPARATION FOR REROOFING
Page 10 of 62

• 075556 – FLUID-APPLIED PROTECTED MEMBRANE ROOFING
• 076200 – SHEET METAL FLASHING AND TRIM
• 061053 – MISCELLANEOUS ROUGH CARPENTRY
• 054000 – COLD-FORMED METAL FRAMING
• 057300 – DECORATIVE METAL RAILINGS
• 084113 – ALUMINUM-FRAMED ENTRANCES AND STOREFRONTS
• 088000 – GLAZING
• 014339 – MOCKUPS
• 002600 – PROCUREMENT SUBSTITUTION PROCEDURES
• 004322 – UNIT PRICES FORM – CONCRETE DECK
• 013100 – PROJECT MANAGEMENT AND COORDINATION
• 014000 – QUALITY REQUIREMENTS
• 013233 – PHOTOGRAPHIC DOCUMENTATION
• 017700 – CLOSEOUT PROCEDURES

C.5 DRAWINGS:
The Contractor shall perform the work in accordance with the drawings listed below and included
herein as Attachment B that are stamped, initialed and dated: February 9, 2024, “Bid Set”

List of Drawings:

Sheet No. Description
A-1.0 Cover Sheet 1 of 11
A-1.1 Partial Floor & Terrace Plan – South – Demolition 2 of 11
A-1.2 Partial Floor & Terrace Plan – North – Demolition 3 of 11
A-1.3 Partial Floor & Terrace Plan – South – New Work 4 of 11
A-1.4 Partial Floor & Terrace Plan – North – New Work 5 of 11
A-3.1 Terrace Wall & Parapet Sections 6 of 11
A-5.1 Window Wall Details 7 of 11
A-5.2 Window Wall Door Details 8 of 11
A-5.3 Terrace Details 9 of 11
A-5.4 Terrace Details 10 of 11
A-5.5 Miscellaneous Details 11 of 11

C.6 CONSTRUCTION PHASE.
The Construction Phase shall commence when the Department issues a written Notice to Proceed
for Construction. The Contractor shall construct the work described on the Drawings and
Specifications 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 carried out in a good and
workmanlike, first -class manner, and in 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. On or before the dates specified in the approved
detailed schedule, the Contractor shall submit any necessary construction phase information (i.e.
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shop drawings, submittals, sketches, etc.) to the Architect or the Program Manager for his review
and approval. Unless a different timeframe is established in the approved baseline schedule, the
Architect/Engineer and/or the Program Manager shall have twen ty-one (21) business days to
review such documents. In the event the Program Manager finds such documents to be
unacceptable, the Contractor shall be required to revise and resubmit such documents. Any delays
that result from any construction phase submitt al resubmissions shall be considered Non -
Excusable.

C.6.1 Supervision & Coordination . The Contractor will be required to properly supervise and
coordinate its work. At a minimum, it is envisioned that the Contractor will be required to
undertake the following tasks:
a) Participate and assist in Project/Planning meetings.
b) Maintain full-time on-site construction supervision and provide daily inspections,
quality control, monitoring, coordination of various trades, record drawings, and
daily work log.
c) Coordinate the work with any on -site personnel to ensure that their activities are
not adversely affected.
d) Conduct periodic progress meetings following a Contractor generated agenda with
the Program Manager.
e) Provide general safety signage and posting for the Project and see that each
subcontractor prepares and submits adequate safety program and monitoring
throughout the Project.
f) Obtain all job permits and approvals from the Department of Buildings (“DOB ”)
that are required to perform and complete the work, unless otherwise noted herein.
g) Prepare payment requests, verify accuracy, and forward to Department for approval
and payment.
h) Assemble close-out documents as required.
i) Provide assistance to the Department through all applicable warranty periods.
j) Coordinate its work with all third parties so as not to delay the critical path of the
Project.
k) 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).

Page 12 of 62

C.6.2 CBE 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 without the Department's prior written consent.

C.6.3 Site Observations. The Contractor will be required 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 Drawings and Specifications. The Contractor shall carefully stud y and
compare the Drawings and Specifications with each other and with 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 Drawings and Specifications; 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.

C.6.4 Warranty of the Construction Work . The Contractor warrants to the Department that
materials and equipment furnished under the Contract will be of good quality and new unless
otherwise expressly permitted in writing, and that 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 Construction Documents
and/or any approved design documents. The Contracto r’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.
C.6.5 Extent of Responsibility and Site Conditions . The Contractor shall be entitled to an
equitable adjustment in accordance with the Standard Contract Provisions for differing site
conditions only to the extent that: (i) such conditions could not have been discovered by a
competent visual inspection of the site, are of unusual nature, and differ materially from those
ordinarily encountered and generally recognized as inhering to work of the character provided for
in the Contract; or (ii) with regard to subsurface conditions on or adjacent to the Project site, such
subsurface conditions differ materially from those indicated in the geotechnical reports (such
circumstances, “Differing Site Conditions”). 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 Conditions
shall be made pursuant to the Standard Contract Provisions for Construction Contracts
(Attachment J.3).
C.6.6 Unsafe Materials and Hazardous Materials

C.6.6.1 The Contractor shall abate and legally dispose of any Hazardous Materials in the
demolished facility, in accordance with the Environmental Protection Agency (“EPA”) and all
Page 13 of 62

jurisdictional agencies’ rules and regulations. The Contractor shall be responsible for all interior
and exterior demolition, as required.

C.6.6.2 The Contractor shall not bring, spill, or release onto the site asbestos, 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 Contract would require that it use
or bring onto the site asbestos, PCBs, or any 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.

C.6.6.3 The Contractor’s Scope of Work includes the abatement and removal of hazardous
materials found within the existing building. In performing such work, the Contractor shall comply
with all laws, including, without limitation, the requirements of the EPA and all jurisdictional
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 governmental 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. In addition, the
Contractor shall ensure that any subcontractors involved in the abatement of hazardous materials
maintain a contractor’s pollution legal liability insurance policy of at least Two Million Dollars
($2,000,000) for the duration of the Project and a period of three (3) years after Substantial
Completion of the Project and that any disposal site to which hazardous materials are taken carries
environmental impairment liability insurance for the duration of the Project and a period of three
(3) years after Substantial Completion of the Project. The Contractor’s obligations under this
paragraph shall include signing (as the agent for the Department) any manifests required for the
disposal of hazardous materials.

C.6.7 Progress Meetings . The Contractor shall schedule and conduct at a minimum monthly
progress meetings 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.
C.6.8 Written Reports. The Contractor shall provide written reports to the Program Manager on
the progress of the entire work in accordance at least every other week, including, but not limited
to, a baseline schedule and schedule updates with narrative demonstrating the criti cal 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
Program Manager and a copy of the log shall be submitted to the Department on a monthly basis.
C.6.9 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.
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C.6.10 Site Safety, Clean -Up & Protection of Existing Elements. 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 the Occupational Safety and Health Administration (“OSHA”) or other applicable law
including but not limited to any COVID -19-related laws, orders, or regulations, and to remove
such at the end of the work and leave the site in broom clean condition; and (ii) be responsible for
the security of its tools, equipment and materials that are stored at the site. The Contractor shall be
responsible for the removal and legal disposal of all construction debris. The Contractor shall
protect all existing features, public utilities, and other existing structures during construction.
C.6.11 Close-out. The Contractor shall be required to prepare and submit at close-out a complete
set of product files, including but not limited to: (i) QC/QA reports, daily reports, and test reports;
(ii) a complete set of product manuals (O&M), training videos, and warranties; (iii) as-built record
drawings; (iv) environmental, health, and safety documents; and (v) all applicable inspection
certificates/permits. The Contractor shall also provide the Department with any shop drawings
prepared by the Contra ctor or its subcontractors along with any other documentation that may
reasonably be requested by the Department or its Program Manager.
C.6.12 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 cutt ing, 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 c onstruction, or by excavation. The Contractor is responsible for the
replacement, repair or patch of any existing surfaces or materials damaged during construction by
own or subcontractor crews.
C.6.13 Salvaging and Storing. The Contractor shall be responsible for salvaging and storing all
items identified by the Department in accordance with all applicable District laws and regulations.
After the items have been secured, the Contractor shall notify the Department and reques t
permission to proceed with the Project.

C.6.14 Manufacturers’ Warranties
C.6.14.1 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 Department on demand or upon Proje ct
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 the obligations under the warranty and to perform
under the terms of the warranty.

C.6.14.2 The Contractor warrants that the installation of all materials and equipment shall
be in strict accordance with the manufacturers’ requirements or specifications.
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C.6.15 Schedule Updates. The Contractor shall submit bi -weekly schedule updates which shall
reflect actual conditions of Project progress as of the date of the update. The update shall reflect
the actual progress of construction, identify developing delays, regardless of their c ause, and
reflect the Contractor's best projection of the actual date by which 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 identif y 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 maj or 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 sc hedule 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 f or 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 constit ute 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 schedule update
showing Substantial 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, Subst antial 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 Contract.
C.7 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 the Contracting Officer, 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 Department or its Contracting Officer’s Technical Representative (“COTR”)
determine that either of the events specified in the preceding sentence have occurred, the
Department shall provide the Contractor with written notice of such event 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 ag ree on the terms of such corrective action plan
within five (5) 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 Lump Sum Price or the Substantial Completion Date.
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The Contractor hereby acknowledges that this provision is a material inducement upon which the
Department has relied in entering the Contract; and represents and warrants that it has included
sufficient funding in its Lump Sum Price in order to comply with the requirements of this Section.
C.8 WALK-THROUGH INSPECTION

At the achievement of Substantial Completion, the DGS COTR and a representative from DPR
shall perform a walk -through inspection in the presence of the Contractor. The Contractor shall
prepare a written report stating any deficiencies found during the wal k-through, identify the
responsible parties, and ensure that all the deficiencies are corrected by the Contractor prior to
demobilization. The Contractor shall not demobilize from the site until receiving written notice, in
writing, from the DGS COTR, to c onfirm that the deficiencies have been corrected to the DGS
COTR satisfaction.

C.9 ADMINISTRATIVE MATTERS

C.9.1 Use of Project Team. The Contractor shall utilize the Department’s Project Team
system to submit any and all documentation required to be provided by the Contractor,
including, but not limited to: (i) requests for information; (ii) submittals; (iii) meeting
minutes; (iv) invoices/applications for payment (full package including all forms required
by the Department); (v) certified payrolls (in addition to upload via LCP Tracker); (vi)
drawings and specifications; (vii) punch list; and (viii) other documents as may be
designated by the Department.

C.9.2 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, agreed and liquidated delay
damages in the amount of Six Hundred Eighty Dollars ($680.00) per day for each calendar
day of delay 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 b ut represent a reasonable approximation of the damages to the Department
associated with a delay in the Project.

C.9.3 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 Program Manager’s good faith estimate of the level
of completion for each component of the Schedule of Values. The Contractor shall prepare the
Schedule of Values, which breaks down the Lump Sum 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 Lump
Sum Price in enough detail to facilitate the continued evaluation of applications for payment and
progress reports. Large Su bcontracts shall be b roken into s everal line it ems where, in the
reasonable opinion of 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 required by the Program Manager. The Contractor and the Program Manager
shall meet as necessary to maintain the schedule of values for the Project in a manner acceptable
to the Program Manager. No progress payments shall be made unless the then-current Schedule
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of Values is acceptable to the Program Manager. The Contractor shall provide an updated and cost-
loaded schedule with each pay application submission.

C.10 KEY PERSONNEL

The Contractor’s personnel should have the necessary experience and licenses to perform the
required work.

Key Personnel shall include, at a minimum, the following individuals: (i) the Project Manager;
(ii) the Project Superintendent; and (iii) the Assistant Project Manager . 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. A list of the Key Personnel
is attached to this Contract as Attachment J.16.

C.11 RISKS ASSUMED BY THE CONTRACTOR

The Contractor shall be deemed to have thoroughly examined the terms of this IFB, the Drawings,
and Specifications and shall constitute its acknowledgment that it h as been provided with an
opportunity to visit the Project site and that the Contractor has had the opportunity to become
familiar with local conditions under which the work is to be performed. Further, the Contractor
shall be d eemed to represent that it has satisfied itself th at it can undertake the wo rk for the
proposed cost. Among other things, the Contractor assumes the following risks: (1) the nature
of the land and subsoil unless such conditions constitute a Differing Site Condition; (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 general to have itself obtained all necessary information as
to risk contingencies, climatic, hydrological and natural conditions and other circumstances which
may influence or affect the Contractor’s performance of the work.

C.12 LICENSING, ACCREDITATION, AND REGISTRATION
The Contractor and all its Subcontractors and Subconsultants (regardless of tier) shall comply with
all applicable District of Columbia and federal licensing, accreditation, and registration
requirements and standards necessary for the performance of the Contract.
C.13 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 State of Maryland; and it is the sole responsibility of the
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Contractor to determine the Department’s procurement regulations, statutes, laws, codes,
ordinances, regulations, rules, requirements and orders that apply and their effect on the
Contractor’s obligations thereunder.
C.14 TIME IS OF THE ESSENCE.
Time is of the essence with respect to this Project. The Project must be Substantially Complete by
the Substantial Completion Date. As such, by submitting a bid, the Contractor agrees to dedicate
such personnel and other resources as are necessary to ensure that the Project is completed on time
and in a diligent, skilled, and professional manner.
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SECTION D
PACKAGING AND MARKING

D.1 RESERVED.

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SECTION E
INSPECTION AND ACCEPTANCE

E.1 The inspection and acceptance requirements for the Contract shall be governed by Article
11 of the Government of the District of Columbia Department of General Services Standard
Contract Provisions for Construction Contracts (Attachment J.3).

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SECTION F
PERIOD OF PERFORMANCE

F.1 TERM OF CONTRACT

F.1.1 Substantial Completion
The term of the Contract shall be from the date of the CO’s execution (as specified on page 1 of
the Contract) through May 1, 2026 (“Substantial Completion Date”).

F.1.2 Final Completion
Final Completion is required by no later than August 1, 2026 (“Final Completion Date”).

F.1.3 Administrative Term
An administrative term of November 1, 2026 (“Administrative Term Date”) is established for
the sole purpose of permitting the Department’s Office of The Chief Financial Officer to process
payments in the event any payments become due. Notwithstanding the foregoing, nothing herein
shall be construed to: (1) extend the Substantial Completion Date; (2) extend the Final Completion
date; or (3) limit the Department’s ability to assess Liquidated Damages thereon.

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SECTION G
CONTRACT ADMINISTRATION

G.1 INVOICE PAYMENT

G.1.1 The Department will make payments to the Contractor, upon the submission of proper
invoices, at the prices stipulated in this Contract, for supplies delivered and accepted or
services performed and accepted, less any discounts, allowances or adjustments provided
for in this Contract.

G.1.2 The Department will pay the Contractor on or before the 30 th day after receiving a proper
invoice from the Contractor.

G.2 INVOICE SUBMITTAL

G.2.1 The Contractor shall create and submit payments requests in an electronic format through
the DC Vendor Portal, http://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.

G.2.2 The Contractor shall submit proper invoices on a monthly basis or as otherwise specified in
Section G.4. Invoices shall be prepared in duplicate and submitted to the agency Chief
Financial Officer (“CFO”) with concurrent copies to the PM specified in Section G.9
below. The address of the CFO is:

Department of General Services
Office of the Controller/Agency CFO
2000 14th Street NW, 5th Floor
Washington, DC 20009

For assistance with the registration process, technical difficulties and/or additional
information on Project Teams, please contact the Portal Help Desk at (202) 671-0571

G.2.3 To constitute a proper invoice, the Contractor shall submit the following information on
the invoice:

G.2.3.1 Contractor’s name, federal tax ID and invoice date (date invoices as of the date of
mailing or transmittal);
G.2.3.2 Contract number and invoice number;
G.2.3.3 Department’s Purchase Order (PO) number;
G.2.3.4 Description, price, quantity and the date(s) that the supplies or services were
delivered or performed;
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G.2.3.5 Other supporting documentation or information, as required by the CO;
G.2.3.6 Name, title, telephone number and complete mailing address of the responsible
official to whom payment is to be sent;
G.2.3.7 Name, title and phone number of the individual preparing the invoice; and
G.2.2.8 Authorized signature.
G.3 FIRST SOURCE AGREEMENT REQUEST FOR FINAL PAYMENT

G.3.1 For contracts subject to the 51% District Residents New Hires Requirements and
First Source Employment Agreement requirements, final request for payment must
be accompanied by the report or a waiver of compliance discussed in section H.5.5.

G.3.2 The District shall not make final payment to the Contractor until the agency Chief
Financial Officer “CFO” has received the Contracting Officer’s final determination
or approval of waiver of the Contractor’s compliance with 51% District Residents
New Hires Requirements and First Source Employment Agreement requirements.

G.4 PAYMENT

G.4.1 Partial Payment

Unless otherwise specified in this Contract, payment will be made on partial deliveries of
goods and services accepted by the District if:

a) The amount due on the deliveries warrants it; or

b) The Contractor requests it and the amount due on the deliveries is in
accordance with the following:

1. "Payment will be made on completion and acceptance of each
percentage or stage of work as described in the Contract in accordance
with the prices stated in the Form of Offer Letter and Bid Form,
Attachment J.2A; and
2. Presentation of a properly executed invoice.
G.5 ASSIGNMENT OF CONTRACT PAYMENTS

G.5.1 In accordance with 27 DCMR 3250, the Contractor may assign to a bank, t rust
company, or other financing institution funds due or to become due because of the
performance of this Contract.

G.5.2 Any assignment shall cover all unpaid amounts payable under this Contract and
shall not be made to more than one party.

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G.5.3 Notwithstanding an assignment of contract payments, the Contractor, not the
assignee, is required to prepare invoices. Where such an assignment has been made, the
original copy of the invoice must refer to the assignment and must show that payment of
the invoice is to be made directly to the assignee as follows:

“Pursuant to the instrument of assignment dated ___________, make payment of
this invoice to (name and address of assignee).”

G.6 THE QUICK PAYMENT ACT

G.6.1 Interest Penalties to Contractors

G.6.1.1 The Department 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 payment
date and ending on the date on which payment of the amount is made.
Interest shall be calculated at the rate of at least 1.5% per month. No interest
penalty shall be paid if paym ent for the completed delivery of the item of
property or service is made on or before the required pay ment date. The
required payment date shall be:

G.6.1.1.1 The date on which payment is due under the terms of the contract.

G.6.1.1.2 Not later than 7 calendar days, excluding legal holidays, after the
date of delivery of meat or meat food products.

G.6.1.1.3 Not later than 10 calendar days, excluding legal holidays, after
the date of delivery of a perishable agricultural commodity; or

G.6.1.1.4 30 calendar days, excluding legal holidays, after receipt of a
proper invoice for the payment due.

G.6.1.2 No interest penalty shall be due to the Contractor if payment for
the completed delivery of goods or services is made on or after:

G.6.1.2.1 3rd day after the required payment date for meat or a meat food
product.

G.6.1.2.2 5th day after the required payment date for an agricultural
commodity; or

G.6.1.2.3 15th day after any other required payment date.

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G.6.1.3 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.

G.6.2 Payments to Subcontractors

G.6.2.1 The Contractor must take one of the following actions within seven (7) days of
receipt of any amount paid to the Contractor by the District for work performed
by any subcontractor under the contract:

G.6.2.1.1 Pay the subcontractor(s) for the proportionate share of the total
payment received from the District that is attributable to the
subcontractor(s) for work performed under the contract; or

G.6.2.1.2 Notify the CO and the subcontractor(s), in writing, of the
Contractor’s intention to withhold all or part of the subcontractor’s
payment and state the reason for the nonpayment.

G.6.2.2 The Contractor must pay any subcontractor 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 at least 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 the:

G.6.2.2.1 3rd day after the required payment date for meat or a meat
product.

G.6.2.2.2 5th day after the required payment date for an agricultural
commodity; or

G.6.2.2.3 15th day after any other required payment date.

G.6.2.3 Any amount of an interest penalty which 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.

G.6.2.4 A dispute between the Contractor and subcontractor 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 the District
is a party. The District may not be interpleaded in any judicial or administrative
proceeding involving such a dispute.

G.6.3 Subcontractor Quick Payment Clause Flow-Down Requirements
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The Contractor shall include in each subcontract 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).

G.7 CONTRACTING OFFICER (“CO”)

Contracts will be entered into and signed on behalf of the District only by the Contracting
Officer. The contact information for the Contracting Officer is:

Kianna Shepherd
Contracting Officer
Department of General Services
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019
Email: kianna.shepherd@dc.gov

G.8 AUTHORIZED CHANGES BY THE CONTRACTING OFFICER

G.8.1 The CO is the only person authorized to approve changes in any of the
requirements of this Contract.

G.8.2 The Contractor shall not comply with any order, directive or request that
changes or modifies the requirements of this Contract, unless issued in writing
and signed by the CO.

G.8.3 In the event the Contractor effects any change at the instruction or request of
any person other than the CO, the change will be considered to have been made
without authority and no adjustment will be made in the contract price to cover
any cost increase incurred as a result thereof.

G.9 DEPARTMENT PROGRAM MANAGER

G.9.1 PROGRAM MANAGER

The DGS Program Manager (“DGS PM”) will assist the CO as needed to ensure the
effective implementation of the Project. The Program Manager is:

Mohamed Jalloh
Project Manager
Department of General Services
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019
mohamed.jalloh1@dc.gov

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SECTION H
SPECIAL CONTRACT REQUIREMENTS

H.1 HIRING OF DISTRICT RESIDENTS AS APPRENTICES AND TRAINEES

H.1.1 For all new employment resulting from this Contract or subcontracts hereto, as
defined in Mayor’s Order 83-265 and implementing instructions, the Contractor
shall use its best efforts to comply with the following basic goal and objectives
for utilization of bona fide residents of the District of Columbia in each project’s
labor force:

H.1.1.1 At least fifty-one (51) percent of apprentices and trainees employed
shall be residents of the District of Columbia registered in programs
approved by the District of Columbia Apprenticeship Council.

H.1.2 The Contractor shall negotiate an Employment Agreement with the Department
of Employment Services (“DOES”) for jobs created as a result of this contract.
The DOES shall be the Contractor’s first source of referral for qualified
apprentices and trainees in the implementation of employment goals contained
in this clause.

H.2 DEPARTMENT OF LABOR WAGE DETERMINATIONS

The Contractor shall be bound by the Wage Determination provided and issued by the U.S.
Department of Labor in accordance with the Davis Bacon Wage Determination, 41 U.S.C.
§ 351 et seq., and incorporated herein as Section J.7. The Contractor shall be bound by the
wage rates for the term of the contract.

H.3 PREGNANT WORKERS FAIRNESS
H.3.1 The Contractor shall comply with the Protecting Pregnant Workers Fairness Act
of 2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act).

H.3.2 The Contractor shall not:

(a) Refuse to make reasonable accommodations to the known limitations
related to pregnancy, childbirth, related medical conditions, or breastfeeding
for an employee, unless the Contractor can demonstrate that the
accommodation would impose an undue hardship;

(b) Take an 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 employee when
the need for reasonable accommodations ceases to the employee's original job
or to an equivalent position with equivalent:

(1) Pay;
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(2) Accumulated seniority and retirement;
(3) Benefits; and
(4) Other applicable service credits;

(c) 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, childbirth,
related medical conditions, or breastfeeding;

(d) Require an employee affected by pregnancy, 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;

(e) Require an employee to take leave if a reasonable accommodation can be
provided; or

(f) 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.

H.3.3 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.

H.3.4 The Contractor shall provide an accurate written translation of the notice of
rights to any non-English or non-Spanish speaking employee.

H.3.5 Violations of the PPWF Act shall be subject to civil penalties as described in
the Act.

H.4 UNEMPLOYED ANTI-DISCRIMINATION

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H.4.1 The Contractor shall comply with the Unemployed Anti-Discrimination Act of
2012, D.C. Official Code § 32-1361 et seq.

H.4.2 The Contractor shall not:

(a) 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

(b) 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:

(1) Any provision stating or indicating that an individual's status as
unemployed disqualifies the individual for the job; or

(2) 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.

H.4.3 Violations of the Unemployed Anti -Discrimination Act shall be subject to civil
penalties as described in the Act.

H.5 51% DISTRICT RESIDENTS NEW HIRES REQUIREMENTS AND FIRST
SOURCE EMPLOYMENT AGREEMENT

H.5.1 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).

H.5.2 The Contractor shall enter into and maintain during the term of the contract, a First
Source Employment Agreement (Employment Agreement) (Attachment J. 6) 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.
H.5.3 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:
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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.

H.5.4 The Contractor agrees that at least 51% of the new employees hired to perform the
contract shall be District residents.

H.5.5 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.

H.5.6 The CO may impose penalties, including monetary fines of 5% of the 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.

H.5.7 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 indirect labor
costs of the contract for each percentage by which the Contractor fails to meet it s hiring
requirements.

H.5.8 Any contractor which violates, more than once 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.

H.5.9 The contractor may appeal any decision of the CO pursuant to this clause to the
D.C. Contract Appeals Board as provided in Article 7 of the Standard Contract Provisions
for Construction Contracts (Attachment J.3
).

H.5.10 The provisions of the First Source Act do not apply to nonprofit organizations
which employ 50 employees or less.

H.6 LIVING WAGE ACT

The Living Wage Act is applicable to this Contract. As such, the Contractor and its
subcontractors shall comply with the wage and reporting requirements imposed by that
Act (Attachment J.8).

H.7 BUY AMERICAN ACT PROVISION.

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The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C. §§
8301–8305), including, but not limited to, the purchase of steel. To the extent that the
language in this section contradicts the language under Article 24 of The Department
Standard Contract Provisions for Construction Contracts (Attachment J. 3) regarding
compliance with the Buy American Act, the language in this section should supersede.

H.7.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301 –8305), 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 65 percent of the cost of all its
components. For an end product that consists wholly or predominantly of iron or
steel or a combination of both, the cost of foreign iron and steel must constitute
less than 5 percent of the cost of all the components used in the end product.
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:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured
in the Unites 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.

H.7.2 Domestic Construction Material. “Construction material” means any
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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 65 percent of
the cost of all its components. “Component” means any article, material, or supply
directly incorporated in a construction material. If the construction material consists
wholly or predominantly of iron or steel, the iron or steel was produced in the
United States; or, f or construction material that consists wholly or predominantly
of iron or steel or a combination of both, a construction material manufactured in
the United States if the cost of foreign iron and steel constitutes less than 5 percent
of the cost of all the components used in such construction material.

H.7.3 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 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.

H.7.4 Foreign Material. “Foreign construction material” means a construction material other than
a domestic construction material.

H.8 ANTI-DEFICIENCY ACTS

The Department’s obligations and responsibilities under the terms of the Contract are and
shall remain subject to the provisions of (i) the federal Anti -Deficiency Act, 31 U.S.C.
§§1341, 1342, 1349, 1350, 1351, (ii) the D.C. Code 47 -105, (iii) the District of Columbia
Anti-Deficiency Act, D.C. Code §§ 47-355.01 - 355.08, as the foregoing statutes may be
amended from time to time, and (iv) Section 446 of the District of Columbia Home Rule
Act. The Contract shall not constitute an indebtedness of the Depart ment, nor shall it
constitute an obligation for which the Department is obligated to levy or pledge any form
of taxation, or for which the Department has levied or pledged any form of taxation. 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 AGREEMENT OR CONTRACT
DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN APPROVED, IS
LAWFULLY AVAILABLE AND APPROPRIATED BY ACT OF CONGRESS.

H.9 SUBCONTRACTING REQUIREMENTS

H.9.1 Mandatory Subcontracting Requirements

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H.9.1.1 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).

H.9.1.2 If there are insufficient SBEs to completely fulfill the requirement
of Section H.9.1.1, then the subcontracting may be satisfied 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.

H.9.1.3 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 Sections H.9.1.1 and H.9.1.2.

H.9.1.4 Except as provided in Sections H.9.1.5 and H.9.1.7, a prime
contractor that is a CBE and has been granted a bid 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, 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.

H.9.1.5 If the prime contractor is a certified joint venture and has been
granted a bid 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 35% of the contracting effort with its own organization 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
less than 35% of the contracting effort, the certified joint venture shall be subject
to enforcement actions under D.C. Official Code § 2-218.63.

H.9.1.6 Each CBE utilized to meet these subcontracting requirements shall
perform at least 35% of its contracting effort with its own organization and
resources.

H.9.1.7 A prime contractor that is a CBE and has been granted a bid
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 on -site work with its own
organization and resources if the contract is $1 million or less.

H.9.2 Subcontracting Plan

If the prime contractor is required to subcontract under this Contract, it shall submit a
subcontracting plan as part of the bid, and it may only be amended after award with the
prior written 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
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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 prime contractor will pay each subcontractor.

H.9.3 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, PM,
District of Columbia Auditor, and the Director of DSLBD.
H.9.4 Subcontracting Plan Compliance Reporting

H.9.4.1 The Contractor shall submit a quarterly report to the CO, PM,
District of Columbia Auditor, and the Director of DSLBD. The quarterly report
shall include the following information for each subcontract identified in the
subcontracting plan:

(A) The price that the prime 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.

H.9.4.2 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.

H.9.5 Annual Meetings

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

H.10 FAIR CRIMINAL RECORD SCREENING

H.10.1 The Contractor shall comply with the provisions of the Fair Criminal
Record Screening Amendment Act of 2014, effective December 17, 2014 (D.C.
Law 20 -152) (“Act” as used in this section). This section applies to any
employment, including employment on a temporary or contractual basis, where the
physical location of the employment is in whole or substantial part within the
District of Columbia.
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H.10.2 Prior to making a conditional offer of employment, the Contractor shall not
require an applicant for employment, or a person who has requested consideration
for employment by the Contractor, to reveal or disclose an arrest or criminal
accusation that is not then pending or did not result in a criminal conviction.

H.10.3 After making a conditional offer of employment, the Contractor may
require an applicant to disclose or reveal a criminal conviction.
H.10.4 The Contractor may only withdraw a conditional offer of employment, or
take adverse action against an applicant, for a legitimate business reason as
described in the Act.

H.10.5 This section and the provisions of the Act shall not apply:

(a) Where a federal or District law or regulation requires the consideration of
an applicant’s criminal history for the purposes of employment.

(b) To a position designated by the employer as part of a federal or District
government program or obligation that is designed to encourage the
employment of those with criminal histories.

(c) To any facility or employer that provides programs, services, or direct care
to, children, youth, or vulnerable adults; or

(d) To employers that employ less than 11 employees.

H.10.6 A person claiming to be aggrieved by a violation of the Act may file an
administrative complaint with the District of Columbia Office of Human Rights,
and the Commission on Human Rights may impose monetary penalties against the
Contractor.

H.11 FREEDOM OF INFORMATION ACT

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 and copying any record produced
or collected pursuant to a District contract with a private contractor to perform a public
function, to the same extent as if the record were maintained by the agency on whose behalf
the contract is made. If the Contractor receives a request for such information, the
Contractor shall immediately send the request to the Program Manager designated in
subsection G.9 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 Program Manager will forward a copy to the
Contractor. In either event, the Contractor is required by law to provide all responsive
records to the Program Manager within the timeframe designated by the Program Manager.
The FOIA Officer for the agency with programmatic respo nsibility will determine the
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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.

H.12 SECTION 504 OF THE REHABILITATION ACT OF 1973, as amended.

During the performance of the contract, the Contractor and any of its subcontractors shall
comply with Section 504 of the Rehabilitation Act of l973, as amended. This Act prohibits
discrimination against disabled people in federally funded program and activities. See 29
U.S.C. §794 et seq.

H.13 AMERICANS WITH DISABILITIES ACT OF 1990 (ADA)

During the performance of this contract, the Contractor and any of its 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.

H.14 WAY TO WORK AMENDMENT ACT OF 2006

H.14.1 Except as described in Section H.14.8 below, the Contractor shall comply
with Title I of the Way to Work Amendment Act of 2006, effective June 8, 2006
(D.C. Law 16 -118, D.C. 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.

H.14.2 The Contractor shall pay its employees and subcontractors who perform
services under the contract no less than the current living wage.

H.14.3 The Contractor shall include in any 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.

H.14.4 The DOES may adjust the living wage annually and Contractor will find the
current living wage rate on its website at www.does.dc.gov.

H.14.5 The Contractor shall provide a copy of the Fact Sheet attached as J.8 to each
employee and subcontractor who performs services under the contract. The
Contractor shall also post the Notice attached as J.8 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.

H.14.6 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
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date, and shall include this requirement in its subcontracts for $15,000 or more
under the contract.

H.14.7 The payment of wages required under the Living Wage Act of 2006 shall
be consistent with and subject to the provisions of D.C. Official Code §32-1301 et
seq.

H.14.8 The requirements of the Living Wage Act of 2006 do not apply to:

(1) Contracts or other agreements that are subject to higher wage level
determinations required by federal law.

(2) Existing and future collective bargaining 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, water, sewer, or other services
provided by a regulated utility.

(4) Contracts for services needed immediately to prevent or respond to
a disaster or 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
readiness 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 employed 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 District 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 section
501(c)(3) of the Internal Revenue Code of 1954, approved August
16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3).

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(9) Medicaid provider agreements for direct care services to Medicaid
recipients, provided, that the direct care service is not provided
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 (D.C. Law 5-48; D.C. 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.

H.14.9 The Mayor may exempt a contractor from the requirements of the
Living Wage Act of 2006, subject to the approval of Council, in accordance with
the provisions of Section 109 of the Living Wage Act of 2006.

H.15 DIVERSION, REASSIGNMENT AND REPLACEMENT OF KEY PERSONNEL

The key personnel specified in the contract are considered to be essential to the work being
performed hereunder. Prior to diverting any of the specified key personnel for any reason,
the Contractor shall notify the CO at least thirty (30) calendar days i n advance and shall
submit justification, including proposed substitutions, in sufficient detail to permit
evaluation of the impact upon the contract. The Contractor shall obtain written approval
of the CO for any proposed substitution of key personnel.

H.16 AUDITS AND RECORDS

H.16.1 As used in this section, “records” includes 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.

H.16.2 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 performance of this contract. 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.

H.16.3 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, the CO,
or an authorized representative of the CO, in order to evaluate the accuracy,
completeness, and currency of the cost or pricing data, shall have the right to
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examine 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.

H.16.4 Comptroller General

H.16.4.1 The Comptroller General of the United States, 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 or a subcontract hereunder.

H.16.4.2 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.

H.16.5 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.

H.16.6 Availability. The Contractor shall make available at its office at all
reasonable times the records, materials, and other evidence described in section
H.11, for examination, audit, or reproduction, until three (3) years after final
payment under this contract or for any shorter period specified in the solicitation,
or for any longer period required by statute or by other clauses of this contract. In
addition:

a. If this Contract 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 the Disputes clause 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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H.16.7 The Contractor shall insert a clause containing all the terms of this clause,
including this section H.16.7 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
H.16.5.

H.17 ADVISORY AND ASSISTANCE SERVICES

This contract is a “ non-personal services contract”. The Contractor and the Contractor’s
employees: (1) shall perform the services specified herein as independent contractors, not
as employees of the government; (2) shall be responsible for their own management and
administration 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 contract; (3) shall be free from supervision or contro l 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, accept
or reject work, comply with such general direction of the CO, or the duly authorized
representative of the CO as is necessary to ensure accomplishment of the contract
objectives.

H.18 DISTRICT RESPONSIBILITIES

H.18.1 District Furnished Property

District property shall remain the property of the District in all respects. The
Program Manager may require Contractor personnel to sign for receipt and custody
of District furnished property, at the discretion of the Program Manager. The
Contractor shall take all reasonable precautions to safeguard and protect District
property. District property shall be used only in direct Operations for providing
contract services and shall not be used in any manner for any personal advantage,
business gain, or other personal endeavor by the Contractor or the Contractor's
employees.

H.19 CONTRACTOR RESPONSIBILITIES

H.19.1 The Contractor shall be responsible for providing services in accordance
with the requirements of this contract.

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H.19.2 The Contractor shall be responsible for obtaining all licenses and permits
necessary for the performance of this contract.

H.19.3 The Contractor shall furnish all equipment needed for the performance of
the work under this contract. All equipment must be properly guarded and meet all
applicable United States Occupational Safety and Health Administration OSHA
standards.

H.19.4 The Contractor shall assume full responsibility and liability for compliance
with all applicable regulations pertaining to the health and safety of personnel
during the execution of work, and shall hold the District harmless for any action on
his part or that of his employees or subcontractors, which results in illness, injury
or death.

H.19.5 Meet all federal, state vehicles compliance standards, local laws,
inspections, and regulations, including, but not limited to, the permitting
requirements under Chapter 25 of Title 18, DCMR by the DC Department of
Transportation (DDOT), the DC Department of Consumer and Regulatory Affairs
(DCRA) and the DC Department of Public Works (DPW). The Contractor shall
ensure that each vehicle is licensed and registered in accordance with District
regulations.

H.20 STAFF ATTIRE AND IDENTIFICATION

H.20.1 The Contractor’s staff shall always wear identification badges . The
identification badges shall provide company logo, employee’s name, and employee
photograph.

H.21 SAFETY REQUIREMENTS

H.21.1 The Contractor shall be responsible for complying with all applicable
District and Federal rules, regulations and practices relating to safety on the job
site; for all injury to persons or damage to property that occurs as a result of the
Contractor's neg ligence and shall take proper safety and health precautions to
protect the work, the workers, the tenants and District property; and for all
materials delivered and work performed until completion and acceptance of the
entire work in writing by the Program Manager.

H.21.2 The Contractor shall provide and ensure that all its personnel at the work
sites properly wear all applicable safety devices and apparel required by the United
States Occupational Safety and Health Administration (OSHA) including, but not
limited to:

H.21.2.1 Back support devices

H.21.2.2 Eye protection
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H.21.2.3 Hearing protection

H.21.2.4 Hand protection

H.21.2.5 Head protection

H.21.2.6 Foot protection

H.21.3 Personal Protective Equipment (PPE)
The Contractor’s staff shall also comply with the CDC approved and appropriate
Personal Protective Equipment (PPE) related to working in the current COVID-19
environment such as disposable gloves and masks.
H.21.4 The District has the right to inspect all areas for safety violations at its
discretion, direct the Contractor to make immediate improvement of necessary
conditions and/or procedures, and/or stop the work if other hazards are deemed to
exist.

H.21.5 Notwithstanding any provision to the contrary, the District shall not be
obligated to make an equitable adjustment for any work stoppage that results from
safety hazards created by the Contractor. In the event that the Contracting Officer
directs the work to stop because of existing safety hazards after the Contractor has
been notified and provided ample time to correct, the Contractor shall bear all costs
for eliminating the hazard(s) and shall not be granted compensation for the work
stoppage.

H.21.6 The Contractor shall immediately notify the Program Manager if the job site
is visited by an OSHA official for compliance with the Occupational Safety and
Health Act or any other safety regulatory requirements.

H.22 FIRE PREVENTION

H.22.1 The Contractor shall be responsible for establishing and maintaining an
effective fire prevention program for its employees and the District property being
serviced on the job site.

H.22.2 The Contractor shall be knowledgeable and train all its employees on the
job site to fulfill the requirements of this Statement of Work on the procedures,
means of egress and methods of reporting fires on the job sites.

H.23 SMOKE FREE ENVIRONMENT

The District's facilities are smoke free. The Contractor is responsible for adhering to all
applicable rules and regulations regarding maintenance of a smoke free environment on
the job sites.

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H.24 ACCIDENT REPORTS

The Contractor shall immediately notify the Program Manager of any accidents on the job
site arising from the performance of this SOW that involve bodily injury to Contractor’s
employees or District workers or both, building occupants, visitors, or other persons.

H.25 PROPERTY DAMAGE NOTIFICATION

Any damage caused by the Contractor or its employees to District property shall be
promptly repaired or replaced by the Contractor at the Contractor’s expense.

H.26 SUSPENSION OF WORK

H.26.1 In the event services are not provided or required by the District because the
buildings is closed due to unanticipated circumstances, deductions to the Contractor
price normally payable to Contractor will be computed as follows.

H.26.2 The deduction rate in dollars per day will be equal to the per month contract
price for the building, divided by twenty -one (21) days per month ( this will be
adjusted as appropriate if some portion of the Contractor’s requirements apply to
weekends or holidays).

H.26.3 The deduction rate in dollars per day multiplied by the number of days
services were not provided or required will equal the total dollar deduction to be
made.

H.26.4 Deductions will not be made to the extent that the Contractor can
demonstrate that payment to employees is required by an incorporated wage
determination or union agreement.

H.26.5 In the event services are provided for portion of days, appropriate
adjustments will be made by the Program Manager to assure the Contractor is
compensated for services provided.

H.27 CONTRACTOR RESPONSIBILITY UPON CONTRACT COMPLETION
OR TERMINATION

H.27.1 The Contractor shall turn over all plans codes, manuals, records, files,
reports, databases spare inventory and materials developed or pur chased in the
course of the C ontract to the Program Manager within thirty (30) calendar days
after contract completion or termination. The Contractor shall develop transition
plans, which shall describe staffing and organizational structure during the phase -
in and phase-out transition periods, and how the Contractor will interact with the
existing work force during the thirty (30) days of transition at the beginning and
end of this contract.
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H.28 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

The Contractor agrees that the applicable work performed under this Contract shall
be subject to the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-
333).

H.29 FALSE CLAIMS ACT

The Contractor shall be governed by all laws and regulations prohibiting false or
fraudulent statements 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 d iscovered that the Contractor has made a false, fraudulent, or
unsupported statement or claim to the Department, the Department may terminate
this Agreement without liability

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SECTION I
CONTRACT CLAUSES

I.1 APPLICABILITY OF STANDARD CONTRACT PROVISIONS

The Department of General Services Standard Contract Provisions for Construction
Contracts (Attachment J.3) are incorporated as part of the Contract.

I.2 CONTRACTS THAT CROSS FISCAL YEARS

Continuation of this Contract beyond the current fiscal year is contingent upon future
fiscal appropriations.

I.3 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, fi rm or
corporation, in accordance with the District and federal laws governing the confidentiality
of records.

I.4 TIME

Time, if stated in a number of days, will include Saturdays, Sundays, and holidays, unless
otherwise stated herein.

I.5 RIGHTS IN DATA

A. Definitions

1. “Products” - A deliverable under any contract that may include commodities, services
and/or technology furnished by or through the Contractor, including existing and custom
Products, such as, but not limited to: a) recorded information, regardless of form or the
media on which it may be recorded; b) document research; c) experimental, developmental,
or engineering work; d) licensed software; e) components of the hardware environment; f)
printed materials (including but not limited to training manuals, sy stem and user
documentation, reports, drawings); g) third party software; h) modifications,
customizations, custom programs, program listings, programming tools, data, modules,
components; and i) any intellectual property embodied therein, whether in tang ible or
intangible form, including but not limited to utilities, interfaces, templates, subroutines,
algorithms, formulas, source code, and object code.

2. “Existing Products” - Tangible Products and intangible licensed Products that exist prior
to the commencement of work under the contract. Existing Products must be identified on
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the Product prior to commencement of work or else will be presumed to be Custom
Products.

3. “Custom Products” - Products, preliminary, final, or otherwise, which are created or
developed by Contractor, its subcontractors, partners, employees, resellers, or agents for
the District under the contract.

4. “District” – The District of Columbia and its agencies.

B. Title to Project Deliverables

The Contractor acknowledges that it is commissioned by the District to perform services
detailed in the Contract. The District shall have ownership and rights for the duration set
forth in the contract to use, copy, modify, distribute, or adapt Products as follows:

1. Existing Products: Title to all Existing Licensed Product(s), whether or not embedded
in, delivered or operating in conjunction with hardware or Custom Products, shall remain
with Contractor or third party proprietary owner, who retains all rights, title and interest
(including patent, trademark or copyrights). Effective upon payment, the District shall be
granted an irrevocable, non -exclusive, worldwide, paid -up license to use, execute,
reproduce, display, perform, adapt (unless Contractor advises the D istrict as part of
Contractor’s bid that adaptation will violate existing agreements or statutes and Contractor
demonstrates such to the District’s satisfaction), and distribute Existing Product to District
users up to the license capacity stated in the co ntract with all license rights necessary to
fully effect the general business purpose of the project or work plan or contract. Licenses
shall be granted in the name of the District. The District agrees to reproduce the copyright
notice and any other legend of ownership on any copies authorized under this paragraph.

2. Custom Products: Effective upon Product creation, the Contractor shall convey, assign,
and transfer to the District the sole and exclusive rights, title and interest in Custom
Products, whether preliminary, final or otherwise, including all patents, trademark, and
copyrights. The Contractor hereby agrees to take all necessary and appropriate steps to
ensure that the Custom Products are protected against unauthorized copying, reproduction,
and marketing by or through the Contractor.

C. Transfers or Assignments of Existing or Custom Products by the District

The District may transfer or assign Existing or Custom Products and the licenses thereunder
to another District agency. Nothing herein shall preclude the Contractor from otherwise
using the related or underlying general knowledge, skills, ideas, concepts, techniques, and
experience developed under a project or work plan in the course of the Contractor’s
business.

D. Subcontractor Rights

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Whenever any data, including computer software, are to be obtained from a subcontractor
under the contract, the Contractor shall use this clause, Rights in Data, in the subcontract,
without alteration, and no other clause shall be used to enlarge or diminish the District’s or
the Contractor’s rights in that subcontractor data or computer software which is required
for the District.

E. Source Code Escrow

1. For all computer software furnished to the District with the rights specified in section
B.2, the Contractor shall furnish to the District, a copy of the source code with such rights
of the scope as specified in section B.2 of this clause. For all computer software furnished
to the District with the restricted rights specified in section B.1 of this clause, the District,
if the Contractor either directly or through a successor or affiliate shall cease to provide the
maintenance or warranty services provi ded the District under the contract or any paid -up
maintenance agreement, or if the Contractor should be declared insolvent by a court of
competent jurisdiction, shall have the right to obtain, for its own and sole use only, a single
copy of the current ve rsion of the source code supplied under the contract, and a single
copy of the documentation associated therewith, upon payment to the person in control of
the source code the reasonable cost of making each copy.

2. If the Contractor or Product manufacturer/developer of software furnished to the District
with the rights specified in section B.1 of this clause offers the source code or source code
escrow to any other commercial customers, the Contractor shall either: (1) provide the
District with the source code for the Product; (2) place the source code in a third party
escrow arrangement with a designated escrow agent who shall be named and identified to
the District, and who shall be directed to release the deposited source code in accordance
with a standard escrow arrangement acceptable to the District; or (3) will cert ify to the
District that the Product manufacturer/ developer has named the District as a named
beneficiary of an established escrow arrangement with its designated escrow agent who
shall be named and identified to the District, and who shall be directed to release the
deposited source code in accordance with the terms of escrow.

3. The Contractor shall update the source code, as well as any corrections or
enhancements to the source code, for each new release of the Product in the same manner
as provided above, and certify such updating of escrow to the District in writing.

F. Indemnification and Limitation of Liability

The Contractor shall indemnify and save and hold harmless the District, its officers,
agents and employees acting within the scope of their official duties against any
liability, including costs and expenses, (i) for violation of proprietary rights,
copyrights, or rights of privacy, arising out of the publication, translation,
reproduction, delivery, performance, use or disposition of any data furnished under
this Contract, or (ii) based upon any data furnished under this Contract, or based
upon libelous or other unlawful matter contained in such data.

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G. All DGS data, information, documents, and similar material provided to the
contractor for the purpose of performing the scope will remain the sole property
of DGS and will be destroyed or returned by the contractor upon completion
of services.

H. All Contractors’ specified deliverables to DGS will become DGS sole property
and will not be encumbered in their future use by any licensing or copyright by
Contractor.

Contractor may maintain a copy of deliverables for internal reference purposes.

I. The Contractor’s intellectual property related to delivery of services will remain
The Contractor’s property unless otherwise specified in this Contract or task order.

I.6 OTHER CONTRACTORS

The Contractor shall not commit or permit any act that will interfere with the performance
of work by another District contractor or by any District employee.

I.7 DEPARTMENT APPROV AL OF SUBCONTRACTS
The Contractor hereunder shall not subcontract any of the Contractor’s work or services to
any Subcontractor without the prior written consent of the CO. Any work or service so
subcontracted shall be performed pursuant to a subcontract agreement, which th e District
will have the right to review and approve prior to its execution by the Contractor. Any such
subcontract shall specify that the Contractor and its Subcontractor shall be subject to every
provision of this Contract. Notwithstanding any such subcontract approved by the District,
the Contractor shall remain liable to the District for all Contractor's work and services
required hereunder.

I.8 INSURANCE

A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of insurance
specified below. The Contractor shall submit a Certificate of Insurance to the Contracting
Officer (CO) giving evidence of the required coverage prior to commencing performance
under this contract. In no event shall any work be performed until the required Certificates
of Insurance signed by an authorized representative of the insurer(s) have been provided
to, and accepted by, the CO.

The Government of the District of Columbia shall be included in all policies, where
applicable and allowable by law, required hereunder to be maintained by the Contractor
and its subcontractors (except for workers’ compensation and professional liability
insurance) as an additional insureds for claims against The Government of the District of
Columbia relating to this contract, with the understanding that any affirmative obligation
imposed upon the insured Contractor or its subcontractors (including without limitation the
liability to pay premiums) shall be the sole obligation of the Contractor or its
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subcontractors, and not the additional insured. The additional insured status under the
Contractor’s and its subcontractors’ Commercial General Liability insurance policies shall
be effected using the ISO Additional Insured Endorsement form CG 20 10 11 85 (or CG
20 10 07 04 and CG 20 37 07 04) or such other endorsement or combination of
endorsements providing coverage at least as broad and approved by the CO in writing. All
of the Contractor’s and its subcontractors’ liability policies (except for workers ’
compensation and professional liability insurance) shall be endorsed using ISO form CG
20 01 04 13 or its equivalent so as to indicate that such policies provide primary coverage
(without any right of contribution by any other insurance, reinsurance or s elf-insurance,
including any deductible or retention, maintained by an Additional Insured) for all claims
against the additional insured arising out of the performance of this Statement of Work by
the Contractor or its subcontractors, or anyone for whom th e Contractor or its
subcontractors may be liable. These policies shall include a separation of insureds clause
applicable to the additional insured.

If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Contractor and subcontractors.

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide evidence
satisfactory to the CO with respect to the services performed that it carries a CGL policy,
written on an occurrence (not claims -made) basis, on Insurance Services Office, Inc.
(“ISO”) form CG 00 01 04 13 (or another occurrence-based form with coverage at least as
broad and approved by the CO in writing), covering liability for all ongoing and completed
operations of the Contractor and under all subcontracts, covering claims for bodily injury,
including without limitation sickness, disease or death and mental anguish of any persons,
broad form property damage, including loss of use resulting therefrom, personal and
advertising injury, and including coverage for liability arising out of an Insured Contract
(including the tort liability of another assumed in a contract) and acts of terrorism (whether
caused by a foreign or domestic source). Such coverage shall have limits of liability of not
less than $1,000,000 for each occurrence, and a $2,000,000 general aggregate.

The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage
using ISO form CG 2015 0413 (or its equivalent) to The Government of the
District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and non-
contributing basis as respects any other insurance, deductibles, or self-insurance
available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis (where
applicable)
e) Defense costs shall be in addition to and not erode the limits of liability
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2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to the
CO of commercial (business) automobile liability insurance written on ISO form CA 00
01 10 13 (or another form with coverage at least as broad and approved by the CO in
writing) including covera ge for all owned, hired, borrowed and non -owned vehicles and
equipment used by the Contractor in connection with work under this agreement, with a
minimum combined single limit of $1,000,000 for bodily injury or death and prop erty
damage, including loss of use thereof. Such policy or policies of automobile liability
insurance shall be written on an "occurrence" (as opposed to a "claims made") basis.

Auto Physical Damage Coverage - The Contractor shall provide auto physical damage
insurance to cover "loss" to a covered "auto" or its equipment:

a) Comprehensive - Fire, lightning or explosion; theft; windstorm, hail or
earthquake; flood; mischief or vandalism; or the sinking, burning, collision or
derailment of any conveyance transporting the covered "auto".
b) Collision Coverage - Caused by: The covered "auto's" collision with another
object or the covered "auto's" overturn.

The Commercial Auto Liability policy shall be further endorsed to:
a. To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
b. Coverage available to the additional insureds shall apply on a primary and non-
contributing basis as respects any other insurance, deductibles, or self-insurance
available to the additional insureds
c. A waiver of subrogation in favor of The Government of the District of
Columbia
d. Defense costs shall be in addition to and not erode the limits of liability
e. If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened
Coverage for Covered Autos - Business Auto, Motor Carrier, and Truckers (or
its equivalent)

3. Workers’ Compensation Insurance - The Contractor shall provide evidence satisfactory to
the CO of Workers’ Compensation insurance in accordance with the statutory mandates of
the District of Columbia or the jurisdiction in which the contract is performed.

Employer’s Liability Insurance - The Contractor shall provide evidence satisfactory to the
CO of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000
per employee for disease; and $500,000 for policy disease limit.

The Workers Compensation and Employers Liability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District of
Columbia.
b) Where applicable, include United States Longshore and Harbor Workers
Compensation Act (USL&H)
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c) Where applicable, include Jones Act Coverage for seamen or crew members on an
“if any” basis.

4. Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions,
breach of contract, and violation of any consumer protection laws arising out of
Contractor’s operations or services with a limit of $2,000,000 per claim and in the
aggregate. Such coverage shall include but not be limite d to, third party and first party
coverage for loss or disclosure of any data, including personally identifiable information
and payment card information, network security failure, violation of any consum er
protection laws, unauthorized access and/or use or other intrusions, infringement of any
intellectual property rights (except patent), unintentional breach of contract, negligence or
breach of duty to use reasonable care, breach of any duty of confident iality, invasion of
privacy, or violations of any other legal protections for personal information, defamation,
libel, slander, commercial disparagement, negligent transmission of computer virus, or use
of computer networks in connection with denial of ser vice attacks. Such coverage shall
include regulatory defense and fines/penalties in any jurisdiction anywhere in the world.
Such coverage shall include contractual privacy coverage for data breach response and
crisis management costs that would be incurred by Contractor on behalf of The
Government of the District of Columbia in the event of a data breach including legal and
forensic expenses, notification costs, credit monitoring costs, and costs to operate a call
center. Contractor shall maintain coverage in force during the term of this Agreement and
for an extended reporting period of not less than two (2) years after.

5. Professional Liability Insurance (Errors & Omissions) - The Contractor shall provide
Professional Liability Insurance (Errors and Omissions) to cover liability resulting from
any error or omission in the performance of professional services under this Contract. The
policy shall provide limits of $1,000,000 per claim or per occurrence for each wrongful act
and $2,000,000 annual aggregate. The Contractor warrants that any applicable retroactive
date precedes the date the Contractor first performed any professional services for the
Government of the District of Columbia and that continuous coverage will be maintained
or an extended reporting period will be exercised for a period of at least ten years after the
completion of the professional services. Limits may not be shared with other lines of
coverage.

6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with minimum
limits of $10,000,000 per occurrence and $10,000,000 in the annual aggregate, following
the form and in excess of all liabilit y policies. All liability coverages must be scheduled
under the umbrella and/or excess policy. The insurance required under this paragraph shall
be written in a form that annually reinstates all required limits. Coverage shall be primary
to any insurance, self -insurance or reinsurance maint ained by The Government of the
District of Columbia and the “other insurance” provision must be amended in accordance
with this requirement and principles of vertical exhaustion.

7. Crime Insurance (3rd Party Indemnity) - The Contractor shall provide a Crime policy
including 3rd party fidelity to cover the dishonest acts of Contractors, its employees and/or
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volunteers which result in a loss to the District. The Government of the District of
Columbia shall be included as loss payee. The policy shall provide a limit of $10,000 per
occurrence.

8. Environmental Liability/Contractors Pollution Liability Insurance - The Contractor shall
provide evidence satisfactory to the CO of environmental liability insurance covering
losses caused by pollution or other hazardous conditions arising from ongoing or
completed operations of the Contractor. Such insurance shall ap ply to bodily injury,
property damage (including loss of use of damaged property or of property that has been
physically injured), clean-up costs, transit and non -owned disposal sites. Cover age shall
extend to defense costs and expenses incurred in the investigation, civil fines, penalties and
damages or settlements. There shall be neither an exclusion nor a sublimit for mold or
fungus-related claims. The minimum limits required under this paragraph shall be
$2,000,000 per occurrence and $2,000,000 in the annual aggregate. If such coverage is
written on a claims-made basis, the Contractor warrants that any retroactive date applicable
to coverages under the policy precedes the Contractor’s p erformance of any work under
the Contract and that continuous completed operations coverage will be maintained for at
least ten (10) years or an extended reporting period shall be purchased for no less than ten
(10) years after completion.

The Contractor also must furnish to the CO Owner certificates of insurance evidencing
environmental liability insurance maintained by third party transportation and disposal
site operators(s) used by the Contractor for losses arising from facility(ies) acc epting,
storing or disposing hazardous materials or other waste as a result of the Contractor’s
operations. Such coverages must be maintained with limits of at least the amounts set
forth above.

The Environmental Liability policy shall be further endorsed to include The
Government of the District of Columbia as an Additional Insured.

9. Installation-Floater Insurance - For projects not involving structural alterations, the
contractor shall provide an installation floater policy with a limit equal to the Property
values being installed as part of the project. The policy shall cover property while located
at the project site, at temporary locations, or in transit; deductibles will be the sole
responsibility of the contractor.

10. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence satisfactory
to the CO with respect to the services performed that it carries $1,000,000 per occurrence
limits; $2,000,000 aggregate of affirmative abuse and molestation liability coverage.
Coverage should include p hysical abuse, such as sexual or other bodily harm and non -
physical abuse, such as verbal, emotional, or mental abuse; any actual, threatened or
alleged act; errors, omission or misconduct. This insurance requirement will be considered
met if the general liability insurance includes an affirmative sexual abuse and molestation
endorsement for the required amounts or through a separate stand -alone sexual abuse and
molestation policy with confirmation there are no exclusions for abuse or assault & battery
under the General Liability. So called “silent” coverage or “shared” limits under a
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commercial general liability or professional liability policy will not be acceptable. Limits
may not be shared with other lines of coverage. The applicable policy may need to be
submitted to the ORM for compliance review.

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Contractor for work under this agreement shall be
required to have the same insured required of Contractor. Should the Contractor wish to
propose different insurance requirements than outlined below, then, prior to
commencement of work by the subcontractor, the Contractor shall submit in writing the
name and brief description of work to be performed by the subcontractor on the
Subcontractors Insurance Requirement Template provided to the Office of Risk
Management (ORM). ORM will determine the insurance requirements applicable to the
subcontractor and promptly deliver such requirements in writing to the Contractor. In either
instance, the Contractor must provide proof of the subcontractor's required insurance prior
to commencement of work by the subcontractor.

D. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution from any
other insurance, reinsurance or self -insurance including any deductible or retention,
maintained by the Government of the District of Columbia.

E. DURATION. The Contractor shall carry all required insurance until all contract work is
accepted by The Government of the District of Columbia and shall carry listed coverages
for ten years for construction projects following final acceptance of the work performed
under this contract and two years for non-construction related contracts.

F. LIABILITY. These are the required minimum insurance requirements established by The
Government of the District of Columbia. However, it is understood that The Government
of the District of Columbia does not in any way represent that the insurance or the limits
of insurance specified herein are sufficient or adequate to protect your interests or liabilities
and will not in any way limit the contractor’s liability under this contract.

G. CONTRACTOR’S PROPERTY. Contractor and subcontractors are solely responsible for
any loss or damage to their personal property, including but not limited to tools and
equipment, scaffolding, and temporary structures, rented machinery, or owned and leased
equipment. A waiver of subrogation shall apply in favor of The Government of the District
of Columbia.

H. MEASURE OF PAYMENT. The Government of the District of Columbia shall not make
any separate measure or payment for the cost of insurance and bonds. The Contractor shall
include all of the costs of insurance and bonds in the contract price.

I. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO shall
be given thirty (30) days prior written notice in the event of cancellation, non -renewal, or
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material changes to the extent such cancellation or material changes results in Contractor
no long complying with the above requirements. The Contractor shall provide the CO with
ten (10) days’ prior written notice in the event of non-payment of premium. The Contractor
will also provide the CO with an updated Certificate of Insurance should its insurance
coverages renew during the contract. The Government of the District of Columbia may
reasonably change the above insurance coverage requirements during the Term by giving
Contractor at least 30 days’ notice of the change. Contractor must comply, at your expense,
and deliver to the CO evidence of compliance before the change becomes effective.

J. CERTIFICATES OF INSURANCE. The Contractor must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Contractor must also provide us
with evidence of renewal before the expiration date of each insurance policy. Contractor is
responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered .
Certificates of insurance must reference the corresponding contract number. Evidence of
insurance shall be submitted to:

The Government of the District of Columbia
And mailed to the attention of:

Kianna Shepherd
Contracting Officer
Department of General Services
3924 Minnesota Ave NE, 5th Floor
Washington, DC 20019
Email: kianna.shepherd@dc.gov

The CO may request, and the Contractor shall promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of the
insurance policies. If the insurance initially obtained by the Contractor expir es prior to
completion of the contract, renewal certificates of insurance and additional insured and
other endorsements shall be furnished to the CO prior to the date of expiration of all such
initial insurance. For all coverage required to be maintained after completion, an additional
certificate of insurance evidencing such coverage shall be submitted to the CO on an annual
basis as the coverage is renewed (or replaced).

K. DISCLOSURE OF INFORMATION. The Contractor agrees that The Government of the
District of Columbia may disclose the name and contact information of its insurers to any
third party which presents a claim against The Government of the District of Columbia for
any damages or claims resulting from or arising out of work performed by the Contractor,
its agents, employees, servants or subcontractors in the performance of this contract.

L. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in
connection with this contract shall be written by insurance companies with an A.M. Best
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Insurance Guide rating of at least A - VII or better (or the equivalent by any other rating
agency) and licensed in the District of Columbia.

M. WARRANTIES. When applicable, the Contractor should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability policy
using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another occurrence-
based form with coverage at least as broad). CO should collect, review for accuracy, and
maintain all warranties for goods and services.

I.9 EQUAL EMPLOYMENT OPPORTUNITY

In accordance with the District of Columbia Administrative Issuance System, Mayor’s
Order 85 -85 dated June 10, 1985, the forms for completion of the Equal Employment
Opportunity Information Report are incorporated herein as Attachment J.4. An award
cannot be made to any bidder who has not satisfied the equal employment requirements.
I.10 ORDER OF PRECEDENCE
The Contract awarded as a result of IFB No. DCAM -24-CS-IFB-0014 contains the
following clause:

A conflict in language shall be resolved by giving precedence to the document in the
highest order of priority that contains language addressing the issue in question. The
following documents are incorporated into the Contract by reference and made a part of
the Contract in the following order of precedence:
(1) An applicable Court Order if any
(2) Contract Document
(3) Standard Contract Provisions (SCP)
(4) Contract attachments other than the Standard Contract Provisions
(5) IFB, as amended
(6) Contractor’s Bid

I.11 CLAIMS & DISPUTE RESOLUTION

All Claims and Disputes arising under or relating to this Contract shall be resolved as
provided in the Standard Contract Provisions for Construction Contracts (Attachment
J.3). In addition:

(a) Claims by the Contractor against the District: Claim, as used in paragraph (a) of
this section, 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 the 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

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All claims by a Contractor against the District arising under or relating to a contract
shall be in writing and shall be submitted to the CO for a decision. The Contractor’s
claim shall contain at least the following:

(i) A description of the claim and the amount in dispute.
(ii) Data or other information in support of the claim.
(iii) A brief description of the Contractor’s efforts to resolve the dispute
prior to filing the claim; and
(iv) The Contractor’s request for relief or other action by the CO.

The CO may meet with the Contractor in a further attempt to resolve the claim by
agreement.

The CO shall issue a decision on any claim within 120 calendar days after receipt of
the claim. Whenever possible, the CO shall consider 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.

The CO’s written decision shall do the following:

(i) Provide a description of the claim or dispute.
(ii) Refer to the pertinent contract terms.
(iii) State the factual areas of agreement and disagreement.
(iv) State the reasons for the decision, including any specific
findings of fact, although specific findings of fact are not
required and, if made, shall not be binding in any subsequent
proceeding.
(v) If all or any part of the claim is determined to be valid,
determine the amount of monetary settlement, the contract
adjustment to be made, or other relief to be granted.
(vi) Indicate that the written document is the CO’s final decision;
and
(vii) Inform the Contractor of the right to seek further redress by
appealing the decision to the Contract Appeals Board.

Failure by the CO to issue a decision on a contract claim within 120 days of receipt of
the claim will be deemed to be a denial of the claim, and will authorize the
commencement of an appeal to the Contract Appeals Board as provided by D.C.
Official Code § 2-360.04.

(b) If a contractor is unable to support any part of its 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 District for an amount equal
to the unsupported part of the claim in addition to all costs to the District attributable
to the cost of reviewing that part of the Contractor’s claim. Liability under this
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paragraph (a) (6) shall be determined within six (6) years of the commission of the
misrepresentation of fact or fraud.

(c) 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 CO.

(d) Claims by the District against the Contractor: Claim as used in paragraph (d) of this
section, means a written demand or written assertion by the District 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 the contract. A claim arising under a contr act,
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.

(1) The CO shall decide all claims by the District against a contractor arising under or
relating to a contract.

(2) The CO shall send written notice of the claim to the Contractor. The CO’s
written decision shall do the following:

(i) Provide a description of the claim or dispute.
(ii) Refer to the pertinent contract terms.
(iii) State the factual areas of agreement and disagreement.
(iv) State the reasons for the decision, including any specific
findings of fact, although specific findings of fact are not
required and, if made, shall not be binding in any subsequent
proceeding.
(v) If all or any part of the claim is determined to be valid, determine the
amount of monetary settlement, the contract adjustment to be made,
or other relief to be granted.
(vi) Indicate that the written document is the CO’s final decision;
and
(vii) Inform the Contractor of the right to seek further redress by
appealing the decision to the Contract Appeals Board.

(3) The CO shall support the decision by reasons and shall inform the
Contractor of its rights as provided herein.

(4) Before or after issuing the decision, the CO may meet with the Contractor
to attempt to resolve the claim by agreement.

(5) The authority contained in this paragraph (b) shall not apply to a claim or
dispute for penalties or forfeitures prescribed by statute or regulation
which another District agency is specifically authorized to administer,
settle, or determine.

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(6) This paragraph shall not authorize the CO to settle, compromise, pay, or
otherwise adjust any claim involving fraud.

(e) Decisions of the CO shall be final and not subject to review unless the Contractor
timely commences an administrative appeal for review of the decision, by filing a
complaint with the Contract Appeals Board, as authorized by D.C. Official Code
§ 2-360.04.

(f) 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 CO.

I.12 CHANGES

(a) The CO may, at any time, by written order, and without notice to the surety, if any,
make changes in the contract within the general scope hereof. If such change causes
an increase or decrease in the cost of performance of the contract, or in the time
required for performance, an equitable adjustment shall be made. Any claim for
adjustment for a change within the general scope must be asserted within ten (10) days
from the date the change is ordered; provided, however, that the CO, if he or she
determines that the facts justify such action, may receive, consider and adjust any such
claim asserted at any time prior to the date of final settlement of the contract. If the
parties fail to agree upon the adjustment to be made, the dispute shall be determine d
as provided in the Standard Contract Provisions (Attachment J.3).

(b) The District shall not require the Contractor, and the Contractor shall not require a
subcontractor, to undertake any work that is beyond the original scope of the contract
or subcontract, including work under a District -issued change order, when the
additional work increases the contract price beyond the Lump Sum Price of this
contract, unless the CO:

(1) Agrees with Contractor, and if applicable, the subcontractor on a price for
the additional work.
(2) Obtains a certification of funding to pay for the additional work.
(3) Makes a written, binding commitment with the Contractor to pay for the
additional work within 30-days after the Contractor submits a proper
invoice; and
(4) Provides the Contractor with written notice of the funding certification.

(c) The Contractor shall include in its subcontracts a clause that requires the Contractor
to:

(1) Within 5 business days of its receipt of notice the approved additional
funding, provide the subcontractor with notice of the amount to be
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paid to the subcontractor for the additional work to be performed by
the subcontractor.
(2) Pay the subcontractor any undisputed amount to which the
subcontractor is entitled for the additional work within 10 days of
receipt of payment from the District: and
(3) Notify the subcontractor and CO in writing of the reason the
Contractor withholds any payment from a subcontractor for the
additional work.

(d) Neither the District, Contractor, nor any subcontractor may declare another party to
be in default, or assess, claim, or pursue damages for delays, until the parties to agree
on a price for the additional work.

I.13 NON-DISCRIMINATION CLAUSE

(a) The Contractor shall not discriminate in any 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 § 2-1402.01.01 et seq.) (“Act”, as used in this Section). The Contractor shall
include a similar clause in all subcontracts, except subcontracts for standard
commercial supplies or raw materials. In addition, the Contractor agrees, and any
subcontractor shall agree, to post in c onspicuous 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 contract:

(1) The Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived: race, color, religion, national
origin, sex, age, marital status, personal appearance, sexual orientation,
gender identity or expression, familial status, family responsibilities,
disability, matriculation, political affiliation, source of income or place of
residence or business. Sexual harassment is a form of sex discrimination
which is prohibited by the Act. In addition, harassment based on any of the
above protected categories is prohibited by the Act.

(2) The Contractor agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without
regard to their actual or perceived: race, color, religion, national origin, sex,
age, marital status, personal appearance, sexual orientation, gender identity
or expression, familial status, family responsibilities, disability,
matriculation, political affiliation, source of income or place of residence or
Page 60 of 62

business. The affirmative action shall include, but not be limited to the
following:

(a) employment, upgrading or transfer.
(b) recruitment, or recruitment advertising.
(c) demotion, layoff, or termination.
(d) rates of pay, or other forms of compensation; and
(e) Selection for training and apprenticeship.

(3) The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the
contracting agency, setting forth the provisions in subsections I.13.1 and
I.13.2 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 non -
discrimination requirements set forth in subsection I.12.4.
(5) 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 contracting agency,
advising the said labor union or workers’ representative of that contractor’s
commitments under this nondiscrimination clause and the Act, and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.

(6) The Contractor agrees to permit access to its books, records, and accounts
pertaining to its employment practices, by the Chief Procurement Officer or
designee, or the Director of the Office of Human Rights or designee, for
purposes of investigation to asc ertain compliance with the Act, and to
require under terms of any subcontractor agreement each subcontractor to
permit access of such subcontractors’ books, records, and accounts for such
purposes.

(7) The Contractor agrees to comply with the provisions of the Act and with all
guidelines for equal employment opportunity applicable in the District of
Columbia adopted by the Director of the Office of Human Rights, or any
authorized official.

(8) The Contractor shall include in every subcontract the equal opportunity
clauses subsections I.13.3 through I.13.11 of this section, so that such
provisions shall be binding upon each subcontractor or vendor.

(9) 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
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becomes involved in, or is threatened with, litigation with a subcontractor
or vendor as a result of such direction by the contracting agency, the
Contractor may request the District to enter into such litigation to protect
the interest of the District.
I.14 BONDS
I.14.1 Bid Bond- Reserved.
I.14.2 Trade Subcontractor Bonds

The Contractor shall require that all trade subcontractors provide a payment and
performance bond having a penal value equal to One Hundred Percent (100%) of the cost
of the trade subcontract. All such bonds shall be written on a dual-oblige basis.
I.14.3 Contractor’s Payment and Performance Bond

The Contractor shall be required to provide payment and per formance bonds each having
a penal value equal to 100% of the Contract Amount. The Contractor shall provide the
required bonds within ten (10) days of the execution of the Contract. All bonding
companies must be licensed to conduct business in the District of Columbia and be included
on the Department of the Treasury’s Listing of Approved Sureties website.

I.15 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 Officer.

I.16 GOVERNING LAW

This Contract and any disputes arising out of or related to this Contract, shall be governed
by, and construed in accordance with, the laws of the District of Columbia.

Page 62 of 62

SECTION J
ATTACHMENTS

The following list of attachments is incorporated into the Contract.

Attachment
Number Document
J.1 Drawings & Specifications
J.2.A Form of Offer Letter and Bid Form
J.2.B Schedule of Values - (Capital and Operating)
J.3 Department of General Services Standard Contract Provisions for
Construction Contracts
J.4 Equal Opportunity Policy Statement
J.5 SBE Subcontracting Plan
J.6 First Source Employment Agreement and Revised Employment Plan (if
Contract is $300,000 or more)
J.7 U.S. Department of Labor Davis-Bacon Wage Determination
J.8 2025 Living Wage Act Notice and Fact Sheet
J.9 Reserved
J.10 Tax Affidavit
J.11 Campaign Finance Reform Self-Certification
J.12 Performance & Payment Bonds
J.13 Bidder/Offeror Certification Form
J.14 Business License
J.15 Citywide Certificate of Clean Hands
J.16 Project Key Personnel

.