Proposed Contract with MCN Build, Inc. to Contract No. DCAM-22-CS-RFP-0002

MURIEL BOWSER
MAYOR
May 23, 2025
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania A venue, 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 of2010 (D.C. Official Code§
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
proposed definitive Contract No. DCAM-22-CS-RFP-0002 with MCN Build, Inc., in the amount
of $40,247,334 (including an existing letter contract amount of $950,000).
Under the contract, MCN Build, Inc., will provide Construction Management At-Risk Services for
the Fort Lincoln Park and New Recreation and Early Childhood Education Center, located at 3100
Fort Lincoln Drive, NE, in Ward 5. The substantial completion date for the project is October 6,
2026.
If you have any questions regarding this contract, 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,
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

1

Pursuant to Section 202(c-1) 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
Letter Contract

Proposed Contract for Guaranteed Maximum Price (“GMP”) to Construction Management At-
Risk (“CMAR”) Services for Fort Lincoln Park and New Recreation and Early Childhood
Education Center

(A) Contract Number: DCAM-22-CS-RFP-0002 (the “Contract”)

Proposed Contractor: MCN Build, Inc. (the “Contractor”)

Contractor’s Principals: Reeve Johnson
Project Executive

Letter Contract: $950,000.00

Aggregate Amount of Letter
Contract and Proposed Contract: $40,247,334.00

Total Proposed Contract Amount:
(Final Guaranteed Maximum Price) $40,247,334.00

Unit and Method of Compensation: Progress payments on a monthly basis

Term of Contract: From November 20, 2022 (date of execution of the
Letter Contract by the Department) through June 1,
2027 (Administrative Term Date) with a Substantial
Completion Date of October 6, 2026, and Final
Completion Date of December 28, 2026.

Type of Contract: Construction Management At-Risk with GMP

Source Selection Method: Competitive Request for Proposals (“RFP”)

(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 date on which the letter contract or emergency contract was executed:

A letter contract with the Contractor was executed by the Department of General Services (the
“Department”) on November 20, 2022 (the “Letter Contract”).

(D) The number of times the letter contract or emergency contract has been extended:

The Letter Contract has been modified eight (8) times (Modification No. 1 - Modification No. 8)
extending the duration of the Letter Contract to May 30, 2025.

(E) The value of the goods and services provided to date under the letter contract or emergency
contract, including under each extension of the letter contract or emergency contract:

The total value of the services provided to date under the Letter Contract is $950,000.00, which
represents the NTE Amount established by the Letter Contract.

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

The Project scope generally includes exterior amenities sitting on six acres, including five open-
air structures which provide views of the surrounding area, playgrounds, a spray park, community
gardens, a fitness trail, and general outdoor park amenities. The New Recreation and Early
Childhood Education Center will occupy the space previously used by the Thurgood Marshall
Elementary School.

The proposed Contract will establish the Guaranteed Maximum Price (“GMP”) of $40,247,334.00
inclusive of the initial NTE amount of $950,000.00 under the Letter Contract.

As the proposed amount of the Contract exceeds $1 million, Council approval is required for this
contract action.

(G) 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 June 9, 2022, t he District of Columbia Department of General Services (“District”,
“Department” or “DGS”) posted RFP No. DCAM -22-CS-RFP-0002-CMAR Services for Fort
Lincoln Park and New Recreation and Early Childhood Education Center to engage a contractor
to provide CMAR services for the Project on the Department’s website.

One Addendum was issued to this RFP.

Addendum No. 1- Issued on June 30, 2022:
- Extended the proposal submission due date to July 15, 2022 at 4:00 P.M.
- Provide Questions and Answers Spreadsheet
- Provided list of site visit participants
- Provided Attachment K (Past Performance Evaluation Form) of the RFP

3

Proposal Submissions:

On the Proposals’ due date, July 15, 2022, five (5) firms (collectively, the “ Offerors” and each
individually, an "Offeror") submitted Proposals in a timely manner.

Technical Evaluations Process:

Each Offeror’s technical proposal was independently evaluated by a Technical Evaluation Panel
(“TEP” or “Panel”). A kick-off meeting was held and established a schedule for the evaluation of
proposals and discussed in detail the roles and responsibilities of the TEP. In addition, each TEP
member completed the required Disclosure Agreement and Confidentiality Agreement. Prior to
convening the evaluation meeting, each member of the Panel individually completed an
evaluation of the proposals.

Consensus Meeting:

After the Panel members had completed their individual evaluations of the proposals, the Panel
met virtually on August 4, 2022, to develop the consensus technical score for each Offeror.

Contracting Officer’s Independent Evaluation:

The Department’s Contracting Officer carefully reviewed each of the proposals and independently
rated each Offeror. He further carefully reviewed the evaluation process followed by the Panel,
their notes and scoresheets, and their final consensus technical evaluation and concluded that the
Panel’s technical evaluations of the proposed Offerors were proper and reasonable.

Certified Business Enterprise Preference Points:

In addition to the price and technical scoring, a certain number of points were available for each
Offeror based on its status as a Certified Business Enterprise (“CBE”) as determined by the
Department of Small and Local Business Development (“DSLBD”). The Contractor was so
certified and received points accordingly.

Determination of a Fair and a Reasonable Price:

When the total points for all of the three components (technical, price and CBE preference) were
combined, the Contractor was the highest ranked Offeror. The Contracting Officer examined the
fee/price proposal submitted by the Contractor and determined that the overall proposed fees/price
submitted by the Contractor is within the IGE and is fair and reasonable and accordingly a mutually
satisfactory Contract was successfully concluded with the Contractor.
Contract Award:
On November 20, 2022, t he Department awarded Letter Contract No. DCAM-22-CS-RFP-0002
to the Contractor as such award was determined to be most advantageous to the District.

(H) 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

4

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.

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

Ongoing Projects:
1. DCAM-22-CS-RFP-0002 - CMAR Ft. Lincoln Park
2. DCAM-23-CS-RFP-0008 - Design Build for Tubman ES
3. DCAM-23-CS-RFP-0017 - Design Build for MacArthur HS
4. DCAM-23-CS-RFP-0035 - Design Build for New Douglass
5. DCAM-24-CS-RFP-0004 - Design Build for MLK Jr ES
6. DCAM-24-CS-RFP-0024 - CMAR for Jellef Rec Center
7. DCAM-24-CS-RFP-0028 - Design Build for Whittier EC
8. DCAM-24-CS-RFP-0029 - Hart MS and Internal Swing

Bids submitted:
1. DCAM-24-CS-RFP-0016 - Langdon Park Community Center
2. DCAM-24-CS-RFP-0032 - Chisholm ES Modernization
3. DCAM-25-CS-RFP-0002 - Seaton ES Modernization
4. DCAM-25-CS-RFP-0004 - Ketcham ES Modernization

(J) 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:

MCN Build, Inc. is a Certified Business Enterprise (“CBE”) with more than 150 school projects
in its portfolio, including more than 45 major projects for the Department and more than 14 park
and recreational projects. MCN Build, Inc. has spent the past 16 years transforming community
spaces in the District into cutting-edge public facilities. In 2009, MCN Build, Inc. modernized its
first DGS project, the Harriet Tubman Elementary School – the largest elementary school in the
DC Public School system at that time. MCN Build , Inc. has delivered more than 45 major state -
of-the-art, dynamic facilities for DGS and DPR combined.

(K) 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:

5

The Contractor is a certified small business enterprise in accordance with the Act (CBE Number:
LR65116012028). 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: $40,247,333.00
Total Contracting Effort by Contractor (100%): $2,168,739.00
Minimum Self-Performance Requirement
(35% of Total Contracting Effort): $759,058.65
Actual Self-Performance
5% of total Contract Value: $4,024,733.40
Actual Self-Performance Percentage: 10% of total Contract Value (100% of the
Total Contracting Effort + some portion of
Construction)
Total Amount available for Subcontracting : $36,222,600.60
Minimum CBE Subcontracting Amount
(35% of Total Available for Sub-Contracting): $12,677,910.21
Actual Subcontracting Amount $15,482,414.00
Total Sub-Contracting Percentage 43%

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

The Contractor will be required to provide any and all construction services for the modernization
of the Fort Lincoln Park and construction of a new Recreation and Early Childhood Education
Center which will occupy the space previously used by the Thurgood Marshall Elementary School
to meet the Department’s programmatic requirements. and complete the P roject no later than
October 6, 2026 (“Substantial Completion Date ”). The Contractor’s performance will be
monitored by DGS staff and DGS’ designated Program Manager. Additionally, the Contractor
must adhere to the terms and conditions of the Standard Contract Provisions for Construction
Contracts.

(M) 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:

The Letter Contract executed by the Department on November 20, 2022, provides for an initial
NTE Amount of $950,000.00, which represents the total expenditure of funds authorized to date.

(N) 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.

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

6

The Letter Contract and proposed Contract have 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.

(P) A certification that 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.

(Q) 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 taxes.

(R) The status of the proposed contractor as a certified local, small, or disadvantaged business
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’s website, the Contractor is a certified Local Business Enterprise. The
Contractor’s CBE Number is LR65116012028, with an expiration date of January 28, 2028.

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

None.

(T) 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 and Procurement’s
Excluded Parties List and the Federal Government’s Excluded Parties List.

(U) 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.

7

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

Contract award information is available on the Department’s website. Copies of contract
documents will be made available on the Department’s website, if approved.

(W) 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.

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

1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 1, 2025 L0014126424Notice Number:
FEIN: **-***3429
Case ID: 18582447

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
MCN BUILD INC
1214 28TH ST NW
WASHINGTON DC 20007-3315

Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum

To: Delano Hunter
Director, Department of General Services

From: Antoinette Hudson Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. (DCAM-22-CS-RFP-0002) Construction
Management At-Risk (“CMAR”) Services Fort Lincoln Park and New
Recreation and Early Childhood Education Center

Date: February 26, 2025

Subject: Fiscal Sufficiency Certification

In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”),
I hereby certify that the Construction Management At-Risk (“CMAR”) Services Fort Lincoln Park and
New Recreation and Early Childhood Education Center (DCAM-22-CS-RFP-0002) (the “Contract”)
with MCN Build, Inc. (the “Contractor”), in the amount of $40,247,334.00 is consistent with the
Department’s current budget and that adequate funds are available in the budget for the expenditure.

Per the Department’s Contracts & Procurement (“C&P”) team, on November 20, 2022, the Letter
Contract was executed by the Department, with an initial Not -to-Exceed (“NTE”) amount of
$950,000.00. The proposed Guaranteed Maximum Price (“GMP”) in the amount of $39,297,334.00
will increase the NTE amount to $40,247,334.00 ($950,000.00 + $39,297,334.00). The proposed GMP
is a tipper and will increase the contract value to $1 million or more, therefore, Council approval is
required.

While a total amount of $40,247,334.00 is being approved for capital-eligible items only, there is an
ineligible amount of $749,987.07, listed in Exhibit K1. See the non-capital columns under Recreation
Center ($393,386.07) and Park ($356,601.00) for the associated items. These items are ineligible for
capital expenditure, per the District Capital Guidelines. The goods/services are needed in FY26. 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 $749,987.07.

The Department of General Services (DGS – Implementing AGY) has $40,247,334.00 in the
Department of Parks and Recreation (DPR - Owner) cumulative capital budget allotment balance.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

The PASS information is below/attached:

Project Number/
Name
Subtask AY Fund Detail Imp. AGY Owner
AGY
RK/PO Amount Comments
101123 -
(AM0.RN0FPC.FT
LINCOLN REC
CENTER)
04.01(FPRCD.
95101.FT
LINCOLN
RECREATION
CENTER.CAP
PROJ -
PHYSICAL
PLANT (GA0))
N/A 3030300 AM0 HA0 PO681092 $950,000.00 Letter Contract
101123 -
(AM0.RN0FPC.FT
LINCOLN REC
CENTER)
04.01(FPRCD.
95101.FT
LINCOLN
RECREATION
CENTER.CAP
PROJ -
PHYSICAL
PLANT (GA0))
N/A 3030300 AM0 HA0 RK299755 $34,403,947.93 Proposed GMP Part
of $39,297,334.00 -
Fort Lincoln
Recreation Center
Capital Portion
100055 -
(AM0.FTLPKC.
FORT LINCOLN
PARK)
04.01(FTLKD.
95101.FORT
LINCOLN
PARK.MODER
NIZATION
PROJECTS)
N/A 3030300 AM0 HA0 RK299753 $4,143,399.00 Proposed GMP Part
of $39,297,334.00 -
Fort Lincoln Park
Capital Portion
101123 -
(AM0.RN0FPC.FT
LINCOLN REC
CENTER)
04.01(FPRCD.
95101.FT
LINCOLN
RECREATION
CENTER.CAP
PROJ -
PHYSICAL
PLANT (GA0))
N/A 3030300 AM0 HA0 RK299756 $393,386.07 Proposed GMP Part
of $39,297,334.00 -
Fort Lincoln
Recreation Center
Ineligible Portion -
Hold for approved
Reverse Capital
Paygo to
Operating
Reprogramming in
FY26
100055 -
(AM0.FTLPKC.
FORT LINCOLN
PARK)
04.01(FTLKD.
95101.FORT
LINCOLN
PARK.MODER
NIZATION
PROJECTS)
N/A 3030300 AM0 HA0 RK299754 $356,601.00 Proposed GMP Part
of $39,297,334.00 -
Fort Lincoln Park
Ineligible Portion
Proposed GMP
Part of
39,297,334.00 -
Fort Lincoln
Recreation Center
Ineligible Portion -
Hold for approved
Reverse Capital
Paygo to
Operating
Reprogramming in
FY26
Total $40,247,334.00

_______________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Service

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

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 Review

Proposed Contract No. (DCAM-22-CS-RFP-0002) Construction
Management At-Risk (“CMAR”) Services for Fort Lincoln Park
and New Recreation and Early Childhood Education Center

MCN Build, Inc.

DATE: April 21, 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

3924 Minnesota Ave, NE, Washington, DC 20019 | Telephone (202) 727-2800 | Fax (202) 727-7283

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Contract & Procurement Division

November 8, 2022

Sent via Email to reeve.johnson@mcnbuild.com

Reeve Johnson
Project Executive
MCN Build, Inc.
1214 28th Street NW
Washington, DC 20007

Subject: Notice to Proceed and Letter Contract

Reference: Request for Proposals (“RFP”) No. DCAM-22-CS-RFP-0002 Construction
Management At-Risk (“CMAR”) Services Fort Lincoln Park and New
Recreation and Early Childhood Education Center

Dear Mr. Johnson:

We refer to the proposal submitted by MCN Build Inc (the “CMAR” or “Contractor”) in response
to the above-referenced RFP. We are pleased to inform you that this work has been awarde d to
MCN Build Ind, and if this L etter Contract is signed by the Contractor without modification of
any kind, it will serve as a notice to proceed with the work described below. This notice to proceed
is subject to the following terms:

1. Letter Contract. This is a Letter C ontract between the Contractor and the District of
Columbia Government, acting by and through its Department of General Services (“DGS” or the
“Department”), and shall govern our relationship until such time as a final contract is entered into
for the work described in the above-referenced RFP (the “Definitized Contract”); provided,
however, that to the extent an issue is not covered in this Letter Contract, the Request for Proposal
shall govern. Once an authorized Contracting Officer executes the Definitized Contract, this Letter
Contract shall automatically terminate and merge into the Definitized Contract.

2. Scope of Work. The C ontractor shall provide CMAR services at Fort Lincoln Park New
Recreation and Early Childhood Education Center, located at 3201 Fort Lincoln Drive NE and
3100 Fort Lincoln Drive NE, Washington, DC, respectively. (the “Project”), as described in the

Page 2 of 4
2000 14th St. NW, 4th Floor Washington DC 20009 | Telephone (202) 727.2800 | Fax (202) 727-7283

Contractor’s Proposal dated July 15, 2022, submitted in response to the subject RFP and Schedule
of Values attached to this Letter Contract as (Exhibit A).

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the
Contractor shall provide, at a minimum, the deliverables in accordance w ith the requirements in
the RFP, Schedule of Values attached to this Letter Contract as (Exhibit A), and Form of Contract
in connection to the authorized work to the Department’s Program Manager and in the referenced
instances to the Contracting Officer.

In the event that the Contractor fails to timely submit any such deliverable in, the Contractor shall
pay to the Department as liquidated damages One Thousand Dollars ($1,000) per day after
receiving written notice from the Contracting Officer of failure to submit each deliverable. This
remedy is cumulative and does not limit any other right or remedy of the Department under the
contract or applicable District law.

4. Not to Exceed Amount. The Not-to-Exceed (“NTE”) amount of this Letter Contract is
$950,000. In no event shall the Contractor be entitled to receive more than the NTE amount under
this Letter Contract unless authorized in advance and in writing by a duly authorized Contracting
Officer. This NTE amount includes all costs incurred by the Contractor in connection with the
work authorized hereby.

5. Key Personnel. Key personnel shall include, at a minimum, the following individuals: (i)
the Project Executive; (ii) the Field Superintendent; (iii) the Project Manager who will supervise
the Project; (iv) the Project Manager who will supervise the Mechanical, Electrical, and Plumbing
(“MEP”) work; and (v) the individual that will manage quality control and interact with the
Department’s quality control representative (Safety/Quality Assurance/Quality Control Manager).
The Contractor will not be permitted to reassign any of the Key Personnel as set forth in (Exhibit
F) unless the Department approves the proposed reassignment and the proposed replacement.

If the Contractor removes or reassigns one of the Key Personnel (excluding, however, instances
where such personnel becomes unavailable due to death, disability, or separation from the
employment of the Contractor or any affiliate of the Contractor) without the prior written consent
of the Department's Contracting Officer, the C ontractor shall pay the Department the sum of
$25,000 for each replacement as a replacement fee and not as a penalty, to reimburse the
Department for its administrative costs arising from the Contractor failure to provide the Key
Personnel. The foregoing replacement fee amount shall not bar recovery of any other damages,
costs, or expenses other than the Department's internal administrative costs. In addition, the
Department shall have t he right, to be exercised in its sole discretion, to remove, replace , or to
reduce the scope of services of the Contractor in the event that a member of the key personnel has
been removed or replaced by the Contractor without the consent of the Department. In the event
the Department exercises the right to remove, replace, or to reduce the scope of services of the
Contractor, the Department shall have the right to enforce the terms of the Agreement and to keep-
in-place, those members of the CAMR's team , not removed or replaced and the remaining
members shall complete the services required under the Agreement in conjunction with the new
members of the Contractor's team approved by the Department.

Page 3 of 4
2000 14th St. NW, 4th Floor Washington DC 20009 | Telephone (202) 727.2800 | Fax (202) 727-7283

6. Insurance. At all times while working under this Letter Contract, the Contractor shall
maintain insurance as described in the RFP. All such policies shall be endorsed to add the District
of Columbia, including, but not limited to, its Department of General Services and the respective
agents, employees, and offices of each as additional insureds.

7. Duration. Once signed by the Contractor, the Letter Contract will become effective on the
date the Letter Contract is executed by the Department. This Letter Contract will terminate on the
earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii)
January 31, 2023. DGS reserves the right to terminate this Letter Contract, in whole or specified
part, for convenience in the manner described in Article 5 of the District of Columbia Department
of General Services Standard Contract Provisions General Provisions for Construction Contract.

8. Billing. All invoices shall be submitted directly to the Department at the address specified
in the RFP. Purchase Order numbe rs should be included in all future invoices and accounting
records. Properly prepared invoices with the necessary backup shall be paid within thirty (30) days
of receipt. Invoices not paid by that date shall bear interest in accordance with the Quick Payment
Act.

9. Use of DGS’ ProjectTeam. The Contractor shall utilize the Department’s current project
management software (“ProjectTeam”) system to submit any and all Project Documentation
required to be provided by the Design-Builder for the Project, 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 DGS); (v) certified payrolls (in addition to
upload via LCP Tracker); (vi) drawings and specifications; (vii) punch list, and (viii) other Project
Documents as may be designated by the Department. The Design-Builder also shall require all
subcontractors and sub-consultants to utilize ProjectTeam for the Project execution.

Electronic storage and transmission of information via the ProjectTeam system shall be compliant
with the provisions of the Document Security section of these General Requirements.

10. Invoice Submittal . The Contractor shall create and submit payment requests in an
electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor shall
submit proper invoices on a monthly basis. To consti tute 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. Properly prepared invoices with the necessary backup
shall be paid within thirty (30) days of receipt. Invoices not paid by that date shall bear interest in
accordance with the Quick Payment Act. For assistance with the registration process , call (202)
741-5200 or visit http://vendorportal.dc.gov to submit an inquiry.

11. Purchase Order Number. This Letter Contract will become effective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division
will issue a purchase order number, and it will be sent in a separate cover. That number should be
included in all future invoices and accounting records. In the event that you do not obtain a
purchaseordernumber,pleasecontactErieNjonjoatEric.Njonjo@de.govdirectlytoobtainthis
number,
12. Ownershipand Use of Documents. Alldocuments and work productspreparedby the
Contractorshallbecome thepropertyoftheDepartmentupon thepayment ofinvoicessubmitted
undertheLetterContract.
13. Trade Work/SiteControl.Unlessotherwisedirectedby theDepartment,theContractor
shallnotperformany tradework ortakecontrolofthesite,Any authorizationtoproceedwith
tradework willincludeappropriateprovisionsrelatingto compliancedocuments (firstsource
employmentagreement,DepartmentofSmallandLocalBusinessDevelopment(DSLBD)),
bonds,insurance,and safetyprocedures.At a minimum, however,theDepartment'sStandard
ContractProvisionsforConstructionshallapply,and inadditiontotherequirementssetforthin
any suchsubsequentauthorization,priortocommencing any constructionactivity,theContractor
shallprovidetheDepartment'sContractingOfficerwithcertificatesevidencinginsurance,a
payment andperformancebond havinga penalvalueequaltothethenvalueoftheLetterContract
and theContractor’sagreementofindemnity.
14. EntireAgreement;Modification.ThisLetterContract,alongwiththeStandardContract
Provisions (Exhibit B —Construction Contracts),supersedes all contemporancous or prior
negotiations,representations,courseof dealing,or agreements,eitherwrittenor oral.No
modificationstothisLetterContractshallbe effectiveagainsttheDepartmentand unlessmade in
writingsignedby theDepartment,Notwithstandingtheprovisionsof thisSection14,nothing
hereinshalllimittheDepartment’sabilitytounilaterallymodifythisLetterContract.
15. Davis BaconAct Wage Determination.The Contractoragreesthatthework performed
underthisLetterContractshallbe subjecttotheDavisBacon Wage Determinationassetforthin
(ExhibitC) ineffectatthetime of LetterContractexecutionby theDepartment.
16. Service ContractAct. The Contractoragreesthatthe work performed under thisLetter
Contractshallbe subjecttotheServiceContractAct as setforthin(ExhibitD) ineffectatthe
time of LetterContractexecutionby theDepartment.
17. Living Wage Act. The Contractoragrees thatthe work performed under this Letter
Contractshallbe subjectto theLivingWage Act ineffectatthetimeofLetterContractexecution
by theDepartment.As such,theContractorand itssubcontractorsshallcomplywiththewage
reportingrequirementsimposedby theactassetforthin(ExhibitE).

ISSUEDBY: ACCEPTED BY:
By: Cie Mponge By: 1S Toysramwe
Name:EricNjonjo~~ Name: <QASs EM Coust ans
Tile;ContractingOfficer Title: _GuP
Date: 11/20/2022 Date: Litof2o22
Page4of4
200014 St.NW,4"FloorWashingtonDC20009|Telephone(202)727.2800| Fax(202)727-7283
BUILD=PIESMAINTAINEa) SUSTAIN
Contracts&Procurement
January30,2023
By ElectronicMail
Reeve Johnson
ProjectExecutiveMCN Build,Inc.1214 28th StreetNW
Washington,DC 20007reeve.johnson@menbuild.com
Reference: RequestforProposals(“RFP”)ConstructionManagementAt-Risk
(“CMAR”)ServicesforFortLincolnParkandNewRecreationandEarlyChildhoodEducationCenter
ContractNo.: DCAM-22-CS-RFP-0002

Subject: ModificationNo. 01 to Noticeto Proceed & LetterContract
Dear Mr. Johnson:
This ModificationNo. 01 to the originalNotice to Proceed and LetterContract(“Noticeto
Proceed” or “NTP”) dated,November 8, 2022 isissuedby the Government of the Districtof
Columbia,actingbyandthroughitsDepartmentofGeneralServices(the“Department”or
“DGS”) to the Contractorlistedbelow. Assuming thisModificationNo. 01 to the Notice to
Proceedand LetterContractexecutedon November 20,2022 issignedby theContractorwithout
modificationof any kind,itshallconstitutea bindinglegalContractbetween theDepartment and
theContractor.The termsof thisModificationNo. 01 totheLetterContractand Noticeto
Proceed areas follows:
1. Contractor. This ModificationNo. 01 to the LetterContractand Notice to Proceed is
being issuedtoMCN Build,Inc.(*MCN” or the“Contractor”).
2.Duration,ThetermofthisLetterContractandNoticetoProceedisherebyextendedtoJuly28,2023.Thislettercontractwillterminateontheearliertooccurofthefollowing:(i)thedatetheDefinitizedContractbecomeseffective;or(ii)July28,2023.DGS
reservestherighttoterminatethislettercontract,inwholeorspecifiedpart,forconvenienceinthemannerdescribedintheStandardContractprovisionsissuedwiththeRequestforProposals.

Government of the Districtof Columbia A
DepartmentofGeneralServices|dgsdc.gov200014"StreetNW,8"Floor,Washington,DC20009

1/31/2023
X
date, etc.) set forth in item 14.
MCN Build Inc
reeve.johnson@mcnbuild.com 10B. Dated (See Item 13)
November 20, 2022
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
9B. Dated (See Item 11)
1214 28th Street NW
Washington, D.C. 20007
X
10A. Modification of Contract/Order No.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
A. This change order is issued pursuant to: (Specify Authority)
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
MODIFICATION OF CONTRACT
1. Contract Number Page of Pages
Letter Contract No.
DCAM-22-CS-RFP-
0002 12
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 2
See Block 16C N/A
CMAR Services for Fort Lincoln Park and
New Recreation and Early Childhood
Education Center
2. Complete Settlement. It is mutually agreed that in exchange for this Modification and other considerations, the Contractor hereby
releases, waives settles and holds the Department harmless from any and all actual or potential claims or demands for delays,
disruptions, additional work, additional time, additional cost, contract extensions, compensations or liability under any theory, whether
known or unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a
consequence or result of, relating to or in any manner connected with this Modification, the above-referenced Project, and the
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
Washington, DC 20019 Washington, DC 20019
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
Reeve Johnson
is extended. is not extended.
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
C. This supplemental agreement is entered into pursuant to authority of:
Contract No. DCAM‐22‐CS‐RFP‐0002
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
(Signature of person authorized to sign) (Signature of Contracting Officer)
16A. Name of Contracting Officer15A. Name and Title of Signer
Obaidullah Ranjbar
15B. N/R 15C. Date Signed 16B. District of Columbia 16C. Date Signed
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
1. Duration: The term of this Letter Contract and Notice to Proceed is hereby extended from July 28, 2023 to October 13, 2023.
This Letter Contract will terminate on the earlier to occur of the following:
(i) the date of the Definitized Contract becomes effective; or (ii) October 13, 2023. DGS reserves the right to terminate this Letter
Contract, in whole or specified part, for convenience in the manner described in the Standard Contract provisions issued with the
Request for Proposals.
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
Letter Contract No. DCAM-22-CS-RFP-0002 for the Construction Management At-Risk (“CMAR”) Services for Fort Lincoln Park and
New Recreation and Early Childhood Education Center ("Project") is modified as follows:
X
D. Other (Specify type of modification and authority) Title 27 DCMR Sections 4728 and DCAM-22-CS-RFP-0002
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
Obi Ranjbar
7/28/2023
(Continuation)
Contract Number Page of Pages
2 of 2
4. Contract Recap:
Contract $950,000.00
Modification No. 1 $0.00
Modification No. 2 $0.00
Total Price $950,000.00
20‐Nov‐22
Administrative ‐ No‐Cost Time Extension
Administrative ‐ No‐Cost Time Extension
Modification No.
Letter Contract No. DCAM‐22‐CS‐RFP‐
0002 Modification No. 2
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

3924 Minnesota Avenue, NE, Washington, DC 20019 | Telephone (202) 727-2800 | Fax (202) 727-9877

MEMORANDUM

TO: Obaidullah (Obi) Ranjbar
Supervisory Contract Specialist
Department of General Services
3924 Minnesota Avenue, NE
Washington, DC 20019

FROM: Craig M. James (DGS Contractor)

DATE: 16 August 2023

SUBJECT: Fort Lincoln Park Extend CMAR Services Contract Final Completion to 8 January 2024

DGS Capital Construction Services Division is requesting that C&P extend MCN Build’s Contract DCAM-22- CS-RFP-
0002 final completion date from 28 July 2023 to 8 January 2024 due to the extended duration required to value engineer the
scope of work and reach a GMP that is within budget. Modification No. 01 anticipates that the Definitized Contract would
be issued prior to today’s date, however, due to budgetary issues during GMP submission a Definitized Contract could not
be achieved. We are requesting the CMAR contractor’s contract be extended for the justification as listed above.

Thank you for your consideration,

Craig M. James
Senior Project Manager
DGS Contractor

Cc: Marvine Pierre (DGS EPM)
__________________________________________________________________________________________________

Obaidullah Ranjbar
Digitally signed by Obaidullah Ranjbar
DN: cn=Obaidullah Ranjbar, o, ou=C&P,
email=Obaidullah.ranjbar@dc.gov, c=US
Date: 2023.10.13 09:37:21 -04'00'

continuation)

ContractNumber ModificationNo. PageofPages
coma ModificationNo.3toLetterContract Tat
4.ContractRecap:
Contract 20-Nov-22 $950,000.00
ModificationNo,1 ‘Administrative-No-CostTimeExtension $0.00
ModificationNo.2 ‘Administrative-No-CostTimeExtension $0.00
ModificationNo.3 ‘Administrative-No-CostTimeExtension $0.00TotalPrice

33505000.00|

'Ks
ZED
EdK&d,
/^dZ/dK&K>hD/

WZdD
EdK&'
E
Z>^
Zs/
^

ϯϵϮϰDŝŶŶĞƐŽƚĂǀĞŶƵĞ͕E
͕tĂƐŚŝŶŐƚŽŶ͕ϮϬϬϭϵͮdĞůĞƉŚŽŶĞ;ϮϬϮͿϳϮϳͲϮϴϬϬͮ&Ădž;ϮϬϮͿϳϮϳͲϵϴϳϳ

D
DKZEhD

72
 2EDLGXOODK
2EL
5DQMEDU
6XSHUYLVRU\&RQWUDFW6SHFLDOLVW
'HSDUWPHQWRI*HQHUDO6HUYLFHV

0LQQHVRWD$YHQXH1(
:DVKLQJWRQ'&


)520
&UDLJ0-DPHV
'*6&RQWUDFWRU


'$7(
$XJXVW

68%-(&7
)RUW/LQFROQ3DUN([WHQG&0$56HUYLFHV&RQWUDFW)LQDO&RPSOHWLRQWR-DQXDU\


'*6&DSLWDO&RQVWUXFWLRQ6HUYLFHV'LYLVLRQLVUHTXHVWLQJWKDW& 3H[WHQG0&1%XLOG¶V&RQWUDFW'&$0&65)3
ILQDOFRPSOHWLRQGDWHIURP-XO\WR-DQXDU\GXHWRWKHH[WHQGHGGXUDWLRQUHTXLUHGWRYDOXHHQJLQHHUWKH
VFRSHRIZRUNDQGUHDFKD*03WKDWLVZLWKLQEXGJHW0RGLILFDWLRQ1RDQWLFLSDWHVWKDWWKH'HILQLWL]HG&RQWUDFWZRXOG
EHLVVXHGSULRUWRWRGD\¶VGDWHKRZHYHUGXHWREXGJHWDU\LVVXHVGXULQJ*03VXEPLVVLRQD'HILQLWL]HG&RQWUDFWFRXOGQRW
EHDFKLHYHG:HDUHUHTXHVWLQJWKH&0$5FRQWUDFWRU¶VFRQWUDFWEHH[WHQGHGIRUWKHMXVWLILFDWLRQDVOLVWHGDERYH

7KDQN\RXIRU\RXUFRQVLGHUDWLRQ



&UDLJ0-DPHV
6HQLRU3URMHFW0DQDJHU
'*6&RQWUDFWRU


&F
0DUYLQH3LHUUH
'*6(30

BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
&UDLJ0-DPHV
6 L 3 M W0
-DP
M

X
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
2. RELEASE: It is mutually agreed that in exchange for this Modification and other consideration, the Contractor hereby releases,
waives, settles and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions,
additional work, additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or
unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a consequences or result
of, relating to or in any manner connected with this Modification, the above-referenced Project, and the Contract work.
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
1. Duration: The term of this Letter Contract and Notice to Proceed is hereby extended from January 8, 2024 to July 31, 2024.
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
Letter Contract No. DCAM-22-CS-RFP-0002 for the Construction Management At-Risk (“CMAR”) Services for Fort Lincoln Park and New
Recreation and Early Childhood Education Center ("Project") is modified as follows:
X
D. Other (Specify type of modification and authority) Title 27 DCMR Sections 4728 and DCAM-22-CS-RFP-0002
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
N/A
(Signature of Contracting Officer)
15A. Name and Title of Signer 16A. Name of Contracting Officer
Obaidullah Ranjbar
15B. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
C. This supplemental agreement is entered into pursuant to authority of:
Contract No. DCAM-22-CS-RFP-0002
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
date, etc.) set forth in item 14.
10B. Dated (See Item 13)
November 20, 2022
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
Washington, DC 20019 Washington, DC 20019
MODIFICATION OF CONTRACT
1. Contract Number Page of Pages
DCAM-22-CS-RFP-0002 1 2
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 4 to Letter Contract
See Block 16C N/A
CMAR Services for Fort Lincoln Park and
New Recreation and Early Childhood
Education Center
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
A. This change order is issued pursuant to: (Specify Authority)
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
9B. Dated (See Item 11)
1214 28th Street NW
Washington, D.C. 20007
X
10A. Modification of Contract/Order No.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
Reeve Johnson
is extended. is not extended.
MCN Build Inc
reeve.johnson@mcnbuild.com
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
1/5/2024
(Continuation)
Contract Number Page of Pages
4. Contract Recap:
Contract $950,000.00
Modification No. 1 $0.00
Modification No. 2 $0.00
Modification No. 3 $0.00
Modification No. 4 $0.00
Total Price $950,000.00
Modification No.
DCAM-22-CS-RFP-0002 Modification No. 4 to Letter Contract
20-Nov-22
2 of 2
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
X
MCN Build Inc
reeve.johnson@mcnbuild.com
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
9B. Dated (See Item 11)
1214 28th Street NW
Washington, D.C. 20007
X
10A. Modification of Contract/Order No.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
Reeve Johnson
is extended. is not extended.
MODIFICATION OF CONTRACT
1. Contract Number Page of Pages
DCAM-22-CS-RFP-0002 1 2
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 5 to Letter Contract See Block 16C N/A
CMAR Services for Fort Lincoln Park and
New Recreation and Early Childhood
Education Center
Contract No. DCAM-22-CS-RFP-0002
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
date, etc.) set forth in item 14.
10B. Dated (See Item 13)
November 20, 2022
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
Washington, DC 20019 Washington, DC 20019
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
A. This change order is issued pursuant to: (Specify Authority)
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
N/A
(Signature of Contracting Officer)
15A. Name and Title of Signer 16A. Name of Contracting Officer
N/A Obaidullah Ranjbar
15B. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
2. RELEASE: It is mutually agreed that in exchange for this Modification and other consideration, the Contractor hereby releases,
waives, settles and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions,
additional work, additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or
unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a consequences or result
of, relating to or in any manner connected with this Modification, the above-referenced Project, and the Contract work.
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
1. Duration: The term of this Letter Contract and Notice to Proceed is hereby extended from July 31, 2024 to October 31, 2024. This
Letter Contract will terminate on the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii)
October 31, 2024.
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
Letter Contract No. DCAM-22-CS-RFP-0002 for the Construction Management At-Risk (“CMAR”) Services for Fort Lincoln Park and
New Recreation and Early Childhood Education Center ("Project") is modified as follows:
X
D. Other (Specify type of modification and authority) Title 27 DCMR Sections 4728 and DCAM-22-CS-RFP-0002
C. This supplemental agreement is entered into pursuant to authority of:
7/19/2024

(Continuation)
Contract Number Page of Pages
4. Contract Recap:
Contract $950,000.00
Modification No. 1 $0.00
Modification No. 2 $0.00
Modification No. 3 $0.00
Modification No. 4 $0.00
Modification No. 5 $0.00
Total Price $950,000.00
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
2 of 2
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Modification No.
DCAM-22-CS-RFP-0002 Modification No. 5 to Letter Contract
20-Nov-22
10/28/2024

continuation)

ContractNumber ‘ModificationNo. PageofPages
‘CAM22-CS-RFP-0002 ‘ModificationNo.6toLetterContract 20f2
4.ContractRecap:
Contract
ModifiationNo.1
MositieationNo.2
MositiationNo.3
MositieationNo.4
MositieationNo.5
ModificationNo.6
TotalPrice
20-Nov-22
‘Administrative-No-CostTimeExtension
‘Administrative-No-CostTimeExtension
‘Administrative-No-CostTimeExtension
‘Administrative-No-CostTimeExtension
‘Administrative-No-CostTimeExtension
‘Administrative-No-CostTimeExtension
$950,000.00,
30.00
$0.00
$0.00
$0.00
$0.00
$0.00
ST

1/31/2025

[icontinuation)

ContractNumber ‘ModiteationNo. PageofPages
‘OCAM-22-CS-RFP.0002 ModificationNo.7toLetterContract 2of2
17.ContractReca
LetterContract (November22,2022 {$950,000.00
ModificationNo.1 ‘Administrative-No-CostTimeExtension $0.00
ModificationNo.2 ‘Administrative-No-CostTimeExtension $0.00
ModificationNo.3 ‘Administrative-No-CostTimeExtension $0.00
ModificationNo.4 ‘Administrative-No-CostTimeExtension $0.00
(ModificationNo.5 ‘Administrative-No-CostTimeExtension $0.00
‘ModificationNo.6 ‘Administrative-No-CostTimeExtension $0.00
‘ModificationNo.7 ‘Administrative-No-CostTimeExtension. $0.00
LetterContractNottoExceedAmount

FConractaber a
MODIFICATIONOFCONTRACT

DcaM22.¢8:RFP.00021 2
2.ModicatonNumber fs.eciveOxo 4.ReaustionPuchaseRequestNo._|6.Capon‘QARSeveTorForUneanPrkandModificationNb.toLetterContra| Seeok 186 PRotaa08 ‘NewFeretonadalyOldbodheatonGeoo [RaiserBy(ratherante6)DepartmentofGeneralServices DepartmentofGeneralServicesContractingandProcurementDivision CapitalConstructionDivision3024MinnesotaAvenve,NE,ShFoor 3924MinnesotaAvenue,NE,thFlorWashington,DC20019 Washington,DC20019ContractPOC:FarzanaBaloochfarzanabalooch@e.0o¥)Js.NameandAddressofContactor(No.Sven.cy,countystateandZPCose)_]BAAnnanofSaicavonNo
Monuidne Dated(SeetemTy12142amSteetNWWashngin,0.20007 oxascatonofCaneacVOriarWa‘assemBoustanyExecutiveVesPresident lconractNo.DOAM.22-CSFFP.0002bassem@ent com Foe.DatedSeetem1)Noverber20,2022

TTTHISTEMONLYAPPLIESTOANENDWENTSOFSOLICITATIONS
|ite stoveroaredstctao'samesaa frthinRam1 Thehaua dtespecterveceptoffor:[Jeenced[Jenotonanded(ffsmustacknomledgerecepofthisamendmentporethehouranddaespecifiedinthesolctationor3amended,bySheolthefolowingmethods:(a)Bycompletingems8and15,andturing _1_copisoftheamendment:(b)Byacknowedgingreceiptofhisamencmentcnactcopyoftheofrsubmitlodorc)Byseparatelearar whichincludesareferencetothesollctationandamendmentumberFAILUREOFYOURACKNOWLEDGEMENTTOBERECEIVEDATTHEPLACEDESIGNATEDFORTHERECEIPTOFOFFERSPRIORTOTHEHOURANDDATESPECIFIEDMAYRESULTINREJECTIONOFYOUROFFER,Ibyvitueotisamendmentyoudesetochange‘anoferaeadysubmited,suchchangemaybemadebyltro¢fax,rovdedeachlaterortlegrammakesreferenceothesolltationandthisamendment,adisreceivedpriorotheopeninghouranddatspecified.

72AccountingandApproprationData(ifRequired)
73.THISTEMAPPLIESONLYTOMODIFICATIONSOFCONTRACTSIORDERS,|MODIFIESTHECONTRACT/ORDERNO.ASDESCRIBEDINITEM14
[AThischangeoreisTasuedpursuant:(SpeclyAu)Lechangesstforthintam14aremadeinthecontactlrderrontem10A,
IB.Theabovenumberedconractordersmiledtoefocttheadministavechanges(eichasGangesmpayingOCs,appropriationdat,ot)setorthintm 14
[c.ThssuprementaagreemontisontrediopursuantioauoriyoF

(X__[P-OtheSpecktneofmodlcatonandauoriy)THe27OGM Secion4725andContacNo.OAMZE-CS-RFPCOOIE

[ETMPORTANT:_Conracior][erot_[X roquredtosigntisdocumentandroum 1 copythebeingooo
4,Descriptionofamendmentmodiication(OrganizedbyUCFSectionheadings,includingeolcllation/coniratsubjectmaterwherefeasibe)
LeterContractNo.DCAM22-CS-RFP.0002fortheConstructionManagementALRisk("CMAR’)ServicesforFortLincolnParkandNewRecreationandEarlyChidhoodEducationCenter("Project")ismodifiedasolows:
1.Duration:ThetermofthisLetterConractandNoticetoProceedisherebyextendedfromApril30,2025,toMay30,2028.UnlessJurterextendedbyanauthorizedContractingOfficer,thisLeerContractwilterminateonMay30,2025,orshallautomaticallybeincorporatedintoandshallmergeintoandbesupersededbytheDefiniizedContractuponexecutionofaDefiniiveContractbyanJauthorizedContractingOfficer.

2.RELEASE:[tismutuallyagreedthatinexchangeforthisModificationandotherconsiderations,theContractorherebyreleases,waives,settlesandholdstheDepartmentharmlessfromanyandalactualorpotentialclaimsordemandsfrdelays,disruptions,ladcitionalwork,aditonalime,additionalcost,contractextensions,compensationsorlabllyunderanytheory,whetherknownorJurknown,thattheContactormayhavenoworinthefutureagainsttheDepartmentarisingfromoroutof,asaconsequenceorresultot,relatingtoornanymannerconnectedwihthisModification,theabove-referencedProject,andtheContractwork
[s.Terms& Conditions:AllotherTermsandCondlionsremainunchanged,

FSA.NameandTieofSigner 6A.NameofGonacingOticJosephKhoury-ExecutiveVicePresident SuziTabot68, a fs6-DateSigned|1685.DsttofCumbia [186.bateSigned
zi. Adi34a4 ae

[ean

ContractNumber ModitiationNumbor PageofPages
‘DOAN.22.C5FFP.0002 ‘MedicationNbBioLeerCoiract 20t2
7 ContraetRecap:
LetterOontract November22,2022 950,000.00
ModitcationNo.1 Adinsealve-No-CoaTimetendon $0.00
ModticationNo.2 Administrative-No-CoaTimetendon $0.00
ModitcatonNo.3 Aaminisratve-No-CosTimetension $0.00
ModitcationNo. Administrative-No-CosTimetenon $0.00
ModicatonNo.5 Administrative-No-CostTimeExtension $000
ModiicatonNo.6 AdministrativeNo-CostTimeExtension $000
ModificationNo.7 AdminitrativeNo-CotTimeExtension so00
ModificationNo.8 ‘Adinisiralive-No-CoeTneExtension sooo
LetterContractNottoExceedAmount

X
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
2. RELEASE: It is mutually agreed that in exchange for this Modification and other considerations, the Contractor hereby releases,
waives, settles and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions,
additional work, additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or
unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a consequence or result
of, relating to or in any manner connected with this Modification, the above-referenced Project, and the Contract work.
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
1. Duration: The term of this Letter Contract and Notice to Proceed is hereby extended from May 30, 2025, to June 30, 2025. Unless
further extended by an authorized Contracting Officer, this Letter Contract will terminate on June 30, 2025, or shall automatically be
incorporated into and shall merge into and be superseded by the Definitized Contract upon execution of a Definitive Contract by an
authorized Contracting Officer.
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
Letter Contract No. DCAM-22-CS-RFP-0002 for the Construction Management At-Risk (“CMAR”) Services for Fort Lincoln Park and
New Recreation and Early Childhood Education Center ("Project") is modified as follows:
X
D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-22-CS-RFP-0002
C. This supplemental agreement is entered into pursuant to authority of:
date, etc.) set forth in item 14.
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
(Signature of person authorized to sign) (Signature of Contracting Officer)
15A. Name and Title of Signer 16A. Name of Contracting Officer
Bassem Boustany - Executive Vice President Suzi Tabot
15B. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
Contract POC: Farzana Balooch (farzana.balooch@dc.gov)
Washington, DC 20019 Washington, DC 20019
MODIFICATION OF CONTRACT
1. Contract Number Page of Pages
DCAM-22-CS-RFP-0002 1 2
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 9 to Letter Contract See Block 16C PR-015107
CMAR Services for Fort Lincoln Park and
New Recreation and Early Childhood
Education Center
Contract No. DCAM-22-CS-RFP-0002
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
MCN Build Inc
bassem@mcnbuild.com
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
9B. Dated (See Item 11)
1214 28th Street NW
Washington, D.C. 20007
X
10A. Modification of Contract/Order No.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
Bassem Boustany - Executive Vice President
is extended. is not extended.
A. This change order is issued pursuant to: (Specify Authority)
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
10B. Dated (See Item 13)
November 20, 2022
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
5/23/2025
5/23/2025
(Continuation)
Page of Pages
17. Contract Recap:
Letter Contract $950,000.00
Modification No. 1 $0.00
Modification No. 2 $0.00
Modification No. 3 $0.00
Modification No. 4 $0.00
Modification No. 5 $0.00
Modification No. 6 $0.00
Modification No. 7 $0.00
Modification No. 8 $0.00
Modification No. 9 $0.00
Letter Contract Not to Exceed Amount $950,000.00
Modification Number
DCAM-22-CS-RFP-0002 Modification No. 9 to Letter Contract
November 22, 2022
Contract Number
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
2 of 2
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Page 1 of 86

AGREEMENT
FOR
CONSTRUCTION MANAGEMENT AT-RISK SERVICES FOR FORT LINCOLN PARK
AND NEW RECREATION AND EARLY CHILDHOOD EDUCATION CENTER

BY AND BETWEEN
THE DEPARTMENT OF GENERAL SERVICES
AND
MCN BUILD, INC.
CONTRACT NUMBER: DCAM-22-CS-RFP-0002
Page 2 of 86
PROJECT INFORMATION
A. PROJECT SUMMARY

1. Project Name: Construction Management At-Risk
Services for Fort Lincoln Park and New
Recreation and Early Childhood
Education Center
2. Project Address: 3201 Fort Lincoln Drive NE and 3100
Fort Lincoln Drive NE, Washington, DC
3. Agreement Type: Construction Management At-Risk with
Guaranteed Maximum Price (“GMP”)
4. Client Agency: District of Columbia Department of
Parks and Recreation (“DPR” or “Client
Agency”)
5. Contractor: MCN Build, Inc.
6. Agreement Amounts:
i. Guaranteed Maximum Price $40,247,334.00 guaranteed maximum price
(“GMP”) inclusive of the Letter Contract
Not-To-Exceed Amount of $950,000.00.
While a total amount of $40,247,334.00 is
being approved for capital-eligible items
only, there is an ineligible amount of
$749,987.07, listed in Exhibit K1 .
7. Contractor
Compensation:

i. Construction Management
Fee: $1,018,181.00
ii. Base Construction
Management Fee (75% of the
Construction Management
Fee):
$763,635.75
iii. Preconstruction Fee:
$160,000.00
iv. At Risk Portion of the
Construction Management
Fee (25% of the Construction
Management Fee):
$254,545.25
v. Maximum Cost of General
Conditions: $990,558.00
Page 3 of 86
vi. Contingency: CMAR Construction Contingency:
$1,265,520.00
vii. Allowances: Building Permit: $300,000.00
Permit Expediting: $40,000.00
Utility Consumption Costs: $75,000.00
Public Art - Owner Allowance:
$100,000.00
8. Liquidated Damages:
i. Failure to Submit
Deliverables:
$1,000 per deliverable per day
ii. Delay in Substantial
Completion:
$1,000/per calendar day
9. Substantial Completion Date: October 6, 2026
10. Final Completion Date: December 28, 2026
11. Administrative Term Expiration
Date:
June 1, 2027
12. Key personnel removal or
replacement disincentive
$25,000 per person
13. Letter Contract:
i. Period of Performance From November 20, 2022 through
execution of the Definitive Contract by
the Department.
ii. NTE Amount: $950,000.00
14. GMP Basis Documents Design
Progression
Issued Permit Set Drawings
Page 4 of 86
CONSTRUCTION MANAGEMENT AT-RISK AGREEMENT
FORT LINCOLN PARK AND NEW RECREATION AND EARLY CHILDHOOD
EDUCATION CENTER
DCAM-22-CS-RFP-0002

THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF
GENERAL SERVICES (the “Department”) and MCN Build, Inc. with a place of business at
1214 28th Street NW, Washington, DC 20007 (the “Construction Manager at Risk (“CMAR” or
“Contractor”)” , and collectively, the “Parties”).

RECITALS

WHEREAS, the Department issued a request for proposals dated June 9, 2022 (the
“RFP”) to engage a Contractor to provide construction management at-risk services for the Fort
Lincoln Park and New Recreation and Early Childhood Education Center, located at 3201 Fort
Lincoln Drive NE and 3100 Fort Lincoln Drive NE, Washington, DC, respectively (the
“Project”);

WHEREAS, the Department desires that the Project be substantially complete no later
than October 6, 2026 (“Substantial Completion Date”);

WHEREAS, the Contractor submitted a proposal entitled Construction Management
At-Risk Services for Fort Lincoln Park and New Recreation and Early Childhood Education
Center dated July 15, 2022 to provide construction management at-risk services for the Project;

WHEREAS, on November 20, 2022, the Department and the Contractor entered into a
Letter Contract;
WHEREAS, the Department wishes to retain the Contractor to provide construction
management at-risk services for the Project. The Project is to include pre-construction services
and construction services;

WHEREAS, the Contractor wishes to provide the preconstruction and construction and
related services necessary to complete the Project, subject to the terms and conditions set forth
in this Agreement;

WHEREAS, the Department has retained the services of a program manager (the
“Program Manager”) to advise it concerning the Project;
WHEREAS, the Department has established a budget for the Project, including all fees,
hard construction costs, loose furnishings, and fees and general conditions of the Contractor
(such budget, the “Project Budget”);
WHEREAS, the Department has engaged Studio Architecture (the
Page 5 of 86
“Architect/Engineer” or (“A/E”) pursuant to a separate contract (the “Design Contract”) to
provide design, planning, architectural and engineering services in order to construct the Project
and the A/E has completed the design of the Project, the permit has been obtained and the
Contractor has obtained quotes from the trade subcontractors and provided a GMP;
WHEREAS, the Department acknowledges that the contractor has provided all
Preconstruction deliverables; and

WHEREAS, the Department will remain in contract with the A/E and will manage the
Design Contract for the duration of the Project. The Contractor will, however, be required to
coordinate with the A/E.

NOW, THEREFORE, the Department and Contractor, for the consideration set forth
herein, mutually agree as follows.
Page 6 of 86
Article 1 - DEFINITIONS

Section 1.1 Administrative Term.
The Agreement shall have an administrative term (the “Administrative Term”) that runs
from the effective date of the notice to proceed to the Administrative Term Date set forth in the
Project Information Section above. In addition, within this time the Contractor shall execute
and submit a Final Release of Liens and Claims in a form and format required by a Contracting
Officer (“CO” or “Contracting Officer), inclusive of providing the Department with a complete
set of any product manuals (“O&M”) and training videos, if applicable. The Administrative
Term 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: extend the Substantial Completion Date;
extend the Final Completion Date; or, limit the Department’s ability to assess liquidated
damages thereon.

Section 1.2 Agreement.
The term “Agreement” or “Contract” shall mean this entire, integrated agreement
between the Department and the Contractor with respect to the Project, consisting of this
document and the Exhibits thereto, including but not limited to the Standard Contract Provisions
(Construction Contract), the Construction Documents released for the Contractor’s use and any
Change Orders or Change Directives that have been executed by the Department.
Section 1.3 Client Agency.
The governmental or quasi -governmental entity represented by the Department,
requesting the Project.
Section 1.4 Construction Documents.
The final drawings and specifications, as prepared, sealed by the A/E’s design
professional in accordance with the law, and issued by the Contractor for the purpose of
obtaining bids from potential trade subcontractors and material suppliers for use in constructing
the Project.
Section 1.5 Construction Phase Services.
Services provided throughout the construction phase during which the Contractor shall
carry out the bulk of the construction for the Project.
Section 1.6 Cost of General Conditions.
The Cost of General Conditions shall have the meaning set forth in Section 8.2 of this
Contract.
Section 1.7 Contract Documents.
“Contract Documents” or “Contract” as used herein means Addenda, Contract Form,
Standard Contract Provisions, Instructions to Bidders, General Provisions, Labor Provisions,
Performance and Payment Bonds, Specifications, Special Provisions, Contract Drawings,
approved written Change Orders and Agreements required to acceptably complete the Contract,
Page 7 of 86
including authorized extensions thereof.

Section 1.8 Preconstruction Phase Services.
The services to be provided under Article 3 constituting the preconstruction phase
services to be performed by the Contractor.
Section 1.9 Drawings.
The Drawings are the 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.
Section 1.10 Final Completion.
The point at which Substantial Completion has been achieved, all punch list items noted
at Substantial Completion have been completed and all documents the Contractor is required to
deliver to the Department as a condition to receiving final payment have been delivered.
Section 1.11 Final Completion Date.
The date established in the Contract by which the Contractor shall achieve Final
Completion. The Final Completion Date may be modified only by Change Order “Change
Order”) or Change Directive in accordance with the Agreement.
Section 1.12 Fully Complete.
To undertake all of the Work necessary to fully construct and complete the Project and
execute all tasks necessary to obtain the final certificate of occupancy for the Project from the
District of Columbia; submit final lien releases from the Contractor an d Subcontractors and
material suppliers; complete all punch list items to the Department’s approval and sign-off; and
cause all representations, warranties and guarantees to be honored and otherwise fulfill all of the
requirements set forth in the Agreement.
Section 1.13 Guaranteed Maximum Price or GMP.
The maximum amount, including, but not limited to, the Construction Management Fee
and the Cost of the Work, that will be paid to the Contractor to Fully Complete the Project as set
forth in Article 5. The GMP may be modified only by Change Order or Change Directive in
accordance with the Agreement. The GMP shall be established in the GMP Amendment.
Section 1.14 Environmental and Hazardous Material Requirements.
The Contractor shall be required to comply with all applicable Federal and District
environmental laws and regulations for the project, including but not limited to, the District of
Columbia Environmental Policy Act (e.g., D.C. Code § 8-109.01 - 8-109.12; and the District of
Columbia Municipal Regulations Chapter 20 -72). Additionally, the Contractor shall lawfully
handle, remediate, and abate as necessary and appropriate, any toxic substance or hazardous
chemicals defined or regulated pursuant to federal, state or local laws, including in regards 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,
Page 8 of 86
releases or threatened releases of toxic material. The term Hazardous Materials shall also
include petroleum and petroleum byproducts.
Section 1.15 Notice to Proceed.
A written notice to proceed, signed by the Department’s Contracting Officer, directing
the Contractor to proceed with the Project or any portion of the Project (“Notice to Proceed” or
“NTP”).
Section 1.16 Project Schedule.
The schedule for the Project agreed to by the Department and the Contractor. Such
schedule shall include a Baseline Schedule (“Baseline Schedule”) as updated periodically by the
Contractor and approved by the Department. The Project Schedule shall not be changed except
by a Change Order or Change Directive issued by the Department’s Contracting Officer. The
Project Schedule shall be in a form and contain such detail as may be agreed upon by the Parties.
Section 1.17 Self-Performed Work.
Trade work performed by employees of: (1) the Contractor; (2) any entity that is a partner
or member of the entity comprising the Contractor; (3) any entity that controls, is controlled by,
or is under common control with the Contractor; or (4) any entity that controls, is controlled by,
or is under common control with any entity that is part of the Contractor. Self-Performed Work
is distinguished from trade work performed by Subcontractors unaffiliated with the Contractor
or the entities of which the Contractor is comprised.
Section 1.18 Services.
The services to be provided pursuant to the Agreement which shall include the
Preconstruction Phase Services and the Construction Phase Services.
Section 1.19 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.
Section 1.20 Standard Contract Provisions.
The District of Columbia Department of General Services Standard Contract Provisions,
General Provisions (Construction Contracts), as amended, are attached hereto as Exhibit I and
incorporated herein.
Section 1.21 Subcontractor.
Any person, natural or legal, to whom the Contractor delegates performance of any
portion of the Work required by the Agreement. The term “Subcontractor,” used without a
qualifier, shall mean a subcontractor in direct privity with the Contractor. “Subcontractors at all
tiers” shall mean not only those Subcontractors in direct privity with the Contractor, but also
those performing Work pursuant to sub-subcontracts, subcontracts, and so on. “Subcontractors”
shall include both those who 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
Page 9 of 86
delegates any part of its responsibilities under the Agreement, except that references to “trade
Subcontractors” shall exclude design professionals.
Section 1.22 Substantial Completion.
Substantial Completion shall mean that all of the following have occurred: (1) the
construction and installation work have been completed with only minor punch list items
remaining to be completed; (2) a temporary certificate of occupancy and all other req uired
permits or approvals have been obtained; (3) draft copies of all operating and maintenance
manuals, training videotapes and warranties required by the Agreement have been delivered to
the Department and the Client Agency; (4) any supplemental trainin g session required by the
Agreement for operating or maintenance personnel have been scheduled; (5) all clean -up
required by the Agreement has been completed; (6) the Project is ready for the Department and
Client Agency to use it for its intended purpose; and (7) all equipment, supplies, materials and
items to be installed have been installed in accordance with the manufacturer’s specifications
and industry standards and have undergone and passed the requisite testing and inspections.
“Minor punch list ite ms” are defined for this purpose as items that, in the aggregate, can be
completed within ninety (90) days without interfering with the Department or Client Agency’s
normal use of the Project.
Section 1.23 Substantial Completion Date.
The date established herein by which the Contractor shall achieve Substantial
Completion. The Substantial Completion Date may be modified only by Change Order or
Change Directive in accordance with the Agreement.

Section 1.24 The Work
The term “Work” refers to any and all work done in performance of the services
necessary, at any and all phases of the Agreement, to Fully Complete the Project.
Page 10 of 86
Article 2 - GENERAL PROVISIONS

Section 2.1 Letter Contract.
The Parties acknowledge that certain of the preconstruction activities described in Article
3 of this Agreement were performed pursuant to the Letter Contract between the Parties dated
November 20, 2022 . Pursuant to the terms of the Letter Contract, upon execution of this
Agreement by the Department (the "Agreement Effective Date"), the Letter Contract shall
automatically be incorporated into and shall merge into and be superseded by this Agreement.
The Parties agree that any services provided or work performed pursuant to the merged Letter
Contract, and prior to the Agreement Effective Date, shall be governed by the terms and
conditions of this Agreement.
Section 2.2 Term and Termination
The period of performance under this Agreement shall commence from the date of
execution of the Notice to Proceed (“Notice to Proceed” or “NTP”) by the Department and shall
terminate upon the expiration of the Administrative Term or upon termination by the Department
pursuant to Articles 5 and 6 of the Standard Contract Provisions for Construction Contracts.
Section 2.3 Relationship of Parties.
The Contractor accepts the relationship of trust and confidence established with the
Department by this Agreement, and covenants with the Department to furnish the Contractor’s
reasonable skill and judgment and to cooperate with the Program Manager in furthering the
interests of the Department. The Contractor shall use its best efforts to perform the Work and
complete the Project in an expeditious and economical manner consistent with the interests of
the Department. The Department shall endeavor to promote harmony and cooperation among
the Department, Contractor, Program Manager, and other persons or entities employed by the
Department for the Project. In performing its duties under this Agreement, the Contractor shall
at all times use the standard of care used by Contractor that construct projects similar to the
Project in type, size and scope in large, urban areas. Whenever the term “competent” is used
herein to describe the Contractor’s actions or duties that term shall refer to the level of
competence customarily possessed by those Contractors that construct projects similar to the
Project in type, size and scope in large, urban areas.
Section 2.4 Confidentiality of Information
The Contractor shall assure and keep all information and data obtained throughout the
performance of the Project whether related to the Agreement, the Work in all of its aspects, the
Department and the Department’s employees confidential, during and following the term of the
Agreement, and shall not use the information in connection with any other matters; nor shall it
disclose any such information to any other person, firm or corporation, unless disclosure is
required pursuant to court order, subpoena, or other regulatory authority. The Contractor shall
not be divulged of confidential information without the individual’s and the Department’s
written consent and only in accordan ce with the District’s and/or Federal laws, codes and
regulations. The Contractor and any Subcontractors who utilize, access, or store personally
identifiable information as part of the performance of this Agreement are required to safeguard
this information and immediately notify the Department of any breach or suspected breach in
the security of such information. The Contractor and all Subcontractors shall allow the
Department to both participate in the investigation of incidents and exercise control over
decisions regarding external reporting. The Contractor, Subcontractors and their respective
employees working on this Project may be required to sign a confidentiality statement.
Page 11 of 86
Section 2.5 Project Description.
The Contractor shall provide any and all preconstruction and construction services needed for
the Project's completion. The Project shall be complete, operating, and ready for use by the
Substantial Completion Date and within the Project's budget as set forth in this Contract.

The Project scope generally includes exterior amenities sitting on six acres including five open-
air structures, which provide views of the surrounding area, playgrounds, a spray park,
community gardens, a fitness trail, and general outdoor park amenities. The New Recreation
and Early Childhood Education Center will occupy the space previously used by the Thurgood
Marshall Elementary School, which sits north of Fort Lincoln Park.

Building Information Modeling (BIM) is required to be used throughout the facility lifecycle,
including all project phases from project planning and concept design through construction, as-
built(s) and into facilities management.
Generally, the Contractor’s responsibilities shall include, but will not be limited to, the
following:
a) To confirm the construction of the Project in accordance with the Contract Documents.
b) To provide all construction management services necessary to implement the goals of
the Project inclusive of, but not limited to, the following: civil, architectural, electrical,
low voltage, plumbing, structural, and mechanical design services as required for the
Project (by the A/E); construction management services inclusive of budgeting, value
engineering (“Value Engineering”), scheduling, project administration, management
and coordination of Subcontractors.
c) To conduct subsurface investigation work if and as required for the Project.
d) To furnish and provide all materials, management, personnel, equipment, hazardous
material abatement, supervision, labor and other services necessary to complete the
Project.

The Project shall be constructed in such a way so as to allow for substantial completion to be
achieved no later than the Substantial Completion Date.

The modernization shall include Americans with Disability Act (“ADA”) accessibility
requirements, life safety and fire protection requirements, security requirements, IT
renovations, Mechanical, electrical, plumbing (“MEP”) systems renovations, roof renovations,
and various exterior site improvements.
Section 2.6 Contracting Officer, Program Manager and Contracting Officer’s Technical
Representative and Project Manager.
The Contracting Officer (“CO”) for this Contract is:

Suzi Tabot
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Avenue | 5th floor
Washington, DC 20019
suzi.tabot@dc.gov
Page 12 of 86
The Department has engaged a Program Manager (“Program Manager” or “PM”) and
Contracting Officer’s Technical Representative (“COTR”) and a Project Manager to provide
certain program management functions. Such Program Manager and COTR shall, at all
times, be acting solely for the benefit of the Department, not the Contractor.
The Contractor hereby acknowledges and agrees that only a duly authorized and
designated Contracting Officer shall have the authority to issue Change Orders or Change
Directives on the Department’s behalf. As of the date that this Agreement is signed, the
Department’s duly authorizing Contracting Officers are set forth above and in Exhibit H.
The PM and COTR is as follows:
Margaret U. Thacker
Senior Project Manager
Department of General Services
3924 Minnesota Avenue NE | 5th Floor
Washington, DC 20019
Email: margaret.thacker@dc.gov
The Project Manager is as follows:

Michael Etherton
Senior Project Manager
Department of General Services
Capital Construction Division
3924 Minnesota Avenue NE | 5th Floor
Washington, DC 20019
michael.etherton@dc.gov

Section 2.7 General Description of Contractor’s Duties.
Generally, the Contractor shall perform the Services in a professional workmanlike
manner. The Contractor shall supply and furnish at the location where the Work is to be
performed all labor, materials, equipment, tools, services, and supervision, and shall bear all
items of expense, necessary to complete and satisfactorily perform this Agreement, except such
items that the Department, in this Agreement, specifically agrees to supply or furnish to or for
the use of Contractor. Any labor, materials, equipment, tools, services or supervision not
specifically described in this Agreement, but which may be fairly implied as required thereby
or necessary to properly complete the Work, shall be deemed within the Scope of the Work and
shall be provided by Contractor at Contractor’s sole expense.

Section 2.8 Warranties and Representations
2.8.1. All disclosures, representations, warranties, and certifications the Contractor
makes in its proposal in response to the RFP shall remain binding and in effect throughout the
term of the Agreement. The Contractor reaffirms that all such disclosures, representations,
warranties, and certifications are true and correct. If any disclosure, representation, warranty
or certification the Contractor has made or makes pursuant to the RFP or the Agreement,
including, without limitation, representations concerning the Contractor’s construction
or design experience and qualifications, claims or litigation history or financial condition,
is materially inaccurate, that shall constitute a material breach of the Agreement, entitling
the Department to any and all available remedies.
Page 13 of 86
2.8.2. The terms and conditions of this Section 2.8 shall apply during both the
Preconstruction and Construction Phases.
Section 2.9 Responsibility for Agents and Contractors.
At all times and during both the Preconstruction and Construction Phases, the Contractor
shall be responsible to the Department for any and all acts and omissions of the Contractor’s
agents, employees, Subcontractors, Sub -Subcontractors, material suppliers, and laborers, and
the agents and employees of the Subcontractors, Sub -Subcontractors, material suppliers, and
laborers performing or supplying Work in connection with the Project.

Section 2.10 Building Information Modeling (BIM).
BIM is required to be used throughout the lifecycle of the Project, including all Project
phases from project planning and concept design through construction, as -builts and into
facilities management. The BIM requirements are provided as Exhibit P. It is expected by the
Department that all team members are to be committed to the use of BIM in the Project, share
their ideas of BIM expertise with the team, provide BIM data as requested by other team
members, look for cost savings and schedule improvements during the entire Project duration,
and endeavor to leave as a legacy a fully updated, as built, facility management ready building
information model.
Page 14 of 86
Article 3 - CONTRACTOR’S PRECONSTRUCTION SERVICES

Section 3.1 Preconstruction Services.
The Preconstruction Phase will start from the issuance of the Notice to Proceed through
the execution of this Agreement. During the Preconstruction Phase, the Contractor shall provide
such preconstruction services to properly advance the Project. Without limiting the generality
of the foregoing, the Contractor shall: (i) work with the Department’s A/E and any design
consultants to provide constructability reviews of the design for the Project in consultation with
Client Agency, the Department and its Program Manager shall; (ii) obtain bids from trade
subcontractors to perform the work described in the Construction Documents and provide bid
tabulations to the Department; (iii) engage in any Value Engineering and scoping exercises
necessary to return the cost of the work to the Project Budget; (iv) engage in preconstruction
activities, including id entifying any long -lead items; (v) develop a GMP proposal for the
Project; and (vi) enter into a GMP for the Project. Throughout the Preconstruction Phase, the
Contractor shall schedule and attend regular meetings with the Department, the Pr ogram
Manager and the A/E. The Department acknowledges that the Contractor has provided all
Preconstruction deliverables. A list of preconstruction deliverables is set forth in Exhibit C.
Section 3.1.1 Additional Preconstruction Services . In addition to those items
enumerated above, the Contractor shall provide such preconstruction services as are necessary
to properly advance the Project. These services shall include, but are not limited to, scheduling,
estimating, shop-drawings, the ordering of long -lead materials, condition assessments,
conservator studies, archeological studies, recommended testing, additional geotechnical
testing, and monitoring of historic assets.
Section 3.2 Baseline Schedule, Building System Assessment, and Construction
Management Plan.
Section 3.2.1 Baseline Schedule. Within fourteen (14) days after the Notice to Proceed is
issued, the Contractor shall prepare a Baseline Schedule for the Project, including the
preconstruction phase activities and the construction phase activities (“Baseline Schedule”). The
Baseline Schedule shall be subject to review and approval by the Department and the Contractor
shall incorporate such adjustments to the Baseline Schedule as may be reasonably requested by
the Department. This schedule shall be prepared in a Critical Path Method (“CPM”) and be
developed in a sufficient level of detail so as to permit the affected parties (i.e. the Department,
the A/E and the Contractor) to properly plan the Project, and shall show: (i) key design
milestones and bid packages; (ii) release dates for long lead items; (iii) release dates for key
subcontractors; and (iv) Substantial and Final Completion Dates. The preliminary schedule
shall include durations and logic ties for those building systems that the Contractor is
recommending for replacement. The Baseline Schedule must also be submitted in Primavera 6
native format or the latest version of the software and shall be updated by the Contractor, at a
minimum, on a bi-weekly basis. Bi-weekly updates to the schedule should include the original
Baseline Schedule as well to show time difference between planned start and finish dates versus
actual start and finish dates.
During the Preconstruction Phase, the Contractor shall monitor the Project’s progress and
promptly notify the Department of any delays, regardless of their cause, the causes of such
delays, and the Contractor’s best projection of the effect of such delays on the Project Schedule.
The Department's receipt of, and lack of objection to, any schedule update showing a later
Substantial Completion or Final Completion shall not be regarded as the Department’s
Page 15 of 86
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, the
Project may not be completed by the applicable Substantial or Final Completion Date. The
Project Schedule shall be maintained and continuously updated during the Preconstruction and
Construction Phases.
Section 3.2.2 Construction Management Plan. The Contractor shall submit a draft of
its construction management plan (“Construction Management Plan”) within fourteen (14) days
after the Notice to Proceed is issued to include, but is not limited to, noise control, hours for
construction and deliveries, truck routes, trash and debris removal plan, traffic and parking
control, communications procedures, emergency procedures, q uality control procedures, dust
control, public street cleaning and repair, planned occupancy of public ways, erosion control,
tree protection plan, vibration monitoring, temporary fire protection measures, project signage,
pest control, construction staging plan, and construction logistics plan.
Section 3.3 Constructability Reviews
3.3.1. It is contemplated that the Contractor will have met with representatives
of the Department and the A/E as well as other stakeholders to better develop the
Department’s requirements for the Project following contract award. During the
Preconstruction Phase, the Contractor will be required to provide constructability reviews
of the design documents for the Project.
3.3.2. The Contractor shall meet with the representatives of the Department,
A/E and Client Agency throughout the Preconstruction Phase as the design progresses
and these and other stakeholders provide input in and approve the design direction
at appropriate times. The GMP Basis Documents, and all interim design submissions
shall be subject to review and approval by the Department, and the Contractor shall
be required to provide input on these documents to address concerns raised by the
Department and/or other project stakeholders and such reviews shall not entitle the
Contractor to an increase in the Preconstruction Fee.
3.3.2.1 Preliminary Budget Estimate. Within fourteen (14) days of the Notice to
Proceed, the Contractor shall submit a detailed cost estimate of the proposed design (such
estimate, the “Preliminary Budget Estimate”). With regard to building systems (i.e. roofs,
doors, HVAC, security, IT, etc.), the cost estimate shall be prepared on a “system” basis
that identifies the key building systems or functions and allocates an estimated cost for each
such system. The Construction Management Fee, the Cost of General Conditions, and
Contingencies shall be broken out in separate line items. The primary purpose of such cost
estimate is to aid the Department and Client Agency in understanding the costs associated
with key elements of the Project so as to better prioritize and manage the use of the funding
allocated to this Project.
3.3.2.2 Baseline Budget and Program. The Department shall provide the
Contractor with the approved baseline budget and program. Such approval shall be provided
(or signed by) the Department. In the event the Contractor does not receive such approval
within fourteen (14) days after submitting the Preliminary Budget Estimate, it shall so
advise the Department’s Program Manager, the Department’s Deputy Director for Capital
Construction and the Contracting Officer in writing of such failure and request direction. If
the Contractor fails to provide such notice, the Contractor will be proceeding at its own
Page 16 of 86
risk and will be responsible for costs associated with budget revisions. Only the Department
shall have the authority to increase the Project Budget, and absent such direction, the
Contractor shall proceed throughout the Project on the assumption that the budget remains
as originally directed by the Department pursuant to this Section 3.3.2.2.
3.3.2.3 Constructability/Sole Source/Long -Lead Time Memorandum.
Concurrently with the Construction Management Plan, the Contractor shall prepare a
memorandum identifying key construction concerns related to the Project. Such
memorandum shall: (i) assess the constructability issues related to the Project, including site
logistics; (ii) identify any items where the design is predicated on a single manufacturer and,
if so, identify at least two (2) comparable products; and (iii) identify any long-lead delivery
items that could adversely affect the Baseline Schedule. To the extent any such long -lead
items are identified, the memorandum shall make reco mmendations for addressing such
items
3.3.2.4 Early Release Packages. The Department may release funding for
hazardous materials abatement and selective demolition or razing, and funding for long -
lead items in advance of the Construction Phase. If the Contractor believes an earlier release
is required for long-lead materials in order to meet the Project Schedule, it shall advise the
Department and make a recommendation as to the requested release date. Similarly, if the
Contractor believes that additional work must be released in advance of the establ ishment
of a GMP for the Project, it shall advise the Department and make a recommendation as to
the scope of work to be released as well as to the requested release date. Further, any
decision to authorize an early release shall be made by the Department in its sole and
absolute discretion.
3.3.2.5 Permits. The Contractor shall be responsible for preparing and submitting
trade permit applications for construction trades that are necessary for the construction of
the Project. No later than ten (10) days after the notice to proceed for Preconstruction
Services, the Contractor shall prepare and submit a matrix that identifies all permits and
land use approvals that are required for the Project to proceed. The matrix should include
zoning and other land use entitlements, building permits, as well as trade permits and lane
closure permits. The matrix shall identify the specific permit, the date by which such is
needed to maintain the Project’s Schedule, and a status column. The matrix shall be updated
monthly. For permits previously submitted by the Department or the AE, the Contractor
shall provide assistance and input, if and as requested by the Department, for all such
permits through the review process. The Contractor shall develop a list of the required permits and
shall track the progress of all such permits through the review process. The Contractor shall update
the Department with the status of each permit that is required for the Project.
Section 3.4 Preconstruction Phase Deliverables.
The deliverables set forth in Exhibit C are required during the Preconstruction Phase. In
the event that the Contractor fails to provide any deliverable so listed, and unless such failure
is the result of any event of Force Majeure, the Contractor shall pay to the Department liquidated
damages for each deliverable that is not timely submitted as set forth in Article 13 of this
Contract after receiving written notice from the Contracting Officer of failure to submit such
deliverable.
Section 3.5 Unsafe Materials and Hazardous Materials
3.5.1 The Contractor shall not bring, spill or release onto the site asbestos,
Page 17 of 86
Polychlorinated biphenyls (“PCBs”), or any other Hazardous Material that is not
customarily used in a facility of the type and similar to the Project, and shall bring to the
Department’s attention any specification of such Hazardous Materials in the design
documents. If the Contractor believes that anything in the Agreement 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.
3.5.2 The Contractor shall abate Hazardous Materials on the site as necessary to
complete the Work contemplated by this Agreement. The Contractor shall comply with
all laws, including, without limitation, the requirements of the Environmental Protection
Agency (“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.
3.5.3 The Contractor shall be entitled to submit a Change Request in accordance with
Article 4 of the Standard Contract Provisions (Construction Contract) in the event the
Contractor encounters Hazardous Materials beyond those contemplated in the Contract
Documents.
3.5.4 The Contractor shall keep detailed records documenting Work done so that
the Department may independently verify compliance with all laws, the number of units
actually removed, treated, and/or disposed of, and the appropriate unit price(s) applicable to
the Work.
Page 18 of 86
Article 4 - GUARANTEED MAXIMUM PRICE

Section 4.1 Guaranteed Maximum Price.
Subject to additions and deductions which may be made only in accordance with the
Agreement, the Construction Manager represents, warrants and guarantees to the Department
that the total maximum cost to be paid by the Department for Construction Manager’s complete
performance under the Agreement, including, but not limited to, Final Completion of all Work,
all services of Construction Manager under the Agreement, and all fees, compensation and
reimbursements to the Construction Manager, shall not exceed the total amount of Forty Million
Two Hundred and Forty Seven Thousand Three Hundred and Thirty Four Dollars
($40,247,334.00) (the “Guaranteed Maximum Price” or “GMP”). Costs which would cause
the GMP (as may be adjusted pursuant to the Contract Documents) to be exceeded shall be paid
by the Construction Manager without reimbursement by the Department. The GMP is inclusive
of the Nine Hundred and Fifty Thousand Dollar ($950,000.00) Initial Not-To-Exceed Amount
set forth in the Letter Contract.
Section 4.2 Review of GMP Basis Documents.
The Department has selected the Contractor, in large part, because of its special expertise
in constructing similar projects. Before submitting its GMP, the Contractor shall review the
GMP Basis Documents for accuracy, constructability and completeness and shall bring such
deficiencies to the attention of the Department and shall cause its A/E to address any such
deficiencies. To the extent that any such deficiencies in the GMP Basis Documents could have
been identified by such review by a competent Contractor, such deficiencies shall not be the
basis for a change in the GMP or delaying the Project Schedule.

Section 4.3 Contingency.
The Cost of the Work shall include a contingency, which shall be a sum established by
the Department and the Contractor to cover, among other things costs necessary to address scope
expansion that is a logical development of the design, issues arising from or as a result of
deficiencies in the GMP Basis Documents and other costs which are properly reimbursable as
Cost of the Work but not the basis for a Change Order, such as costs that were not reasonably
foreseeable as of the effective date of this Agreement, including such items as emergencies,
unforeseeable changes in market conditions for materials or labor, or subsurface, soils or site
conditions that were neither known nor reasonably discov erable as of the effective date of the
Agreement (the “Contingency”). During the Construction Phase, the Contractor shall keep the
Program Manager and the Contracting Officer informed as to the status of the Contingency and
shall, at a minimum: (i) advise the Program Manager and Contracting Officer when draws reach
3% upon the contingency in a timely manner; and (ii) provide the Program Manager with
running status of the Contingency balance at least once every two (2) weeks.

Section 4.4 Guaranteed Maximum Price Components. The Guaranteed Maximum Price is
comprised of the maximum amount payable by the Department for:

4.4.1 The Cost of the Work for full and complete performance of the Work in strict
compliance accordance with the Contract Documents;

4.4.2 A Preconstruction Fee for the Construction Manager, as defined in the
Agreement, in the amount of $160,000.00;
Page 19 of 86

4.4.3 A Construction Management Fee for the Construction Manager, as defined in
the Agreement, in the amount of $1,018,181.00; and

4.4.4 A Maximum Cost of General Conditions, as defined in the Agreement, in the
amount of $990.558.00.

4.4.5 The Guaranteed Maximum Price is further broken down into line items and
categories on Exhibit K attached hereto.

Section 4.5 Basis of Guaranteed Maximum Price. The GMP is for the performance of the
Work in accordance with the Contract Documents listed and attached to this Agreement and
marked Exhibits as follows:
4.5.1. Exhibit K: The proposed GMP, including a statement of the detailed cost
estimate organized by trade categories, allowances, Contingency, and other items and the
fee that comprise the GMP.
4.5.2. Exhibit K1: Ineligible costs that require further review and approval from
the Department’s Office of Financial Officer before using the cost and District’s General
Guidelines for Capital Financing Eligibility.
4.5.3. Exhibit K2: A list of the Drawings and Specifications, including all addenda
thereto, and general, supplementary and other Conditions of the Agreement on which the
GMP is based.

4.5.4. Exhibit K3: A list of allowances as well as a statement of their basis ;
provided, however, that only such allowances as are agreed to by the Department shall be
included.
4.5.5. Exhibit K4: A list of the clarifications and assumptions made by the
Contractor in the preparation of the GMP to supplement the information contained in the
Drawings and Specifications, noting in particular any exclusions. The assumptions and
clarifications shall take precedence over the Drawings and Specifications , but shall be
subordinate to the Agreement.
4.5.6. Exhibit B: A Construction Phase Schedule which shall include, but not be
limited to, the Substantial and Final Completion Dates, upon which the GMP is based, and a
schedule of the Construction Project Documents issuance dates upon which the Substantial
and Final Completion Dates are based (the “Project Schedule”).
4.5.7. Exhibit Q: A subcontracting plan setting forth the names and estimated
dollar volume of the work that will be performed by local, small, and disadvantaged business
enterprises, as certified by the Department of Small and Local Business Development, upon
which the GMP is based.
4.5.8. Exhibit T: First Source Employment Agreement and Revised First Source
Employment Plan.
Page 20 of 86
Section 4.6 Certification. The Construction Manager specifically acknowledges and declares
that the Contract Documents are sufficiently complete to have enabled the Construction Manager
to determine the Cost of the Work therein in order to enter into the GMP and to enable the
Construction Manager to agree to construct the Work outlined therein in accordance with applicable
laws, statutes, building codes and regulations to the best of Construction Manager’s knowledge, and
otherwise to fulfill all its oblig ations hereunder. The Construction Manager further acknowledges
that it has visited the site, examined all conditions affecting the Work, is fully familiar with all of
the conditions thereon and affecting the same, and has carefully examined all drawings a nd
specifications provided to it. The GMP Drawings and Specifications include various clarifications
and assumptions that are intended to further define the scope of work that will be required to
complete the design. The Construction Manager has included w ithin the GMP sufficient amounts
to cover aspects of the work that are not shown on the GMP Drawings and Specifications.
Section 4.7 Cost Overruns. Subject to additions or deductions which may be made in
accordance with the Agreement, the Construction Manager shall be solely liable and responsible for
and shall pay any and all costs, fees and other expenditures in excess of the Guaranteed Maximum
Price for and/or relating to the Work, without entitlement to reimbursement from the Department.
Construction Manager shall not be entitled to any fee, payment, compensation or reimbursement
under the Agreement or relating to the Wo rk or Project other than as expressly provided in the
Agreement.
Section 4.8 Allowances. The Guaranteed Maximum Price includes specific “Unit Price
Allowance Amounts” for certain items as shown on the Schedule of Values and budgeted in the
Guaranteed Maximum Price (“Allowance Items”). The only Allowance Items shall be those
specifically identified as such in the Schedule of Values and in the Guaranteed Maximum Price.
The Allowance Amounts represent all Costs of the Work of the Allowance Items, including,
without limitation, costs of materials, labor, handling, transpo rtation, loading and unloading and
installation, as determined by Construction Manager.
Section 4.9 Intent of the Agreement. The intent of the Agreement is for the Construction
Manager to perform and supply, and the Department hereby engages the Construction Manager to
and Construction Manager hereby agrees to perform and supply, the Work, including all necessary
scheduling, pro curement, supervision, construction, and construction management services and
supply all necessary labor, materials, equipment and related work and services necessary to fully
complete the Work and obtain the intend ed results of the Contract Documents, including, but not
limited to the requirements of the Project Schedule and the Guaranteed Maximum Price
requirements set forth herein. The enumeration of particular items in the Specifications and/or
Drawings shall not be construed to exclude other items. The Contract Documents are
complementary, and what is required by any one of the Contract Documents (including either a
Drawing or Specification) as being necessary to produce the intended results shall be binding and
required as a part of the Work as if required by all Contract Documents.

Section 4.10 Construction Manager’s Compliance with Contract Documents. The
Construction Manager agrees, accepts and assumes that the Department's decision will require
implementation of the most stringent requirements among any conflicting provisions of the
Contract Documents as being part of the Work. The Construction Manager agrees to be bound by
all decisions by the Department to implement the most stringent of any conflicting requirements
within the Contract Documents. Any failure by the Construction Manager to seek such
clarifications shall in no way limit the Departm ent's ability to require implementation, including
replacement of installed work at a later date at the Construction Manager’s sole expense, to achieve
Page 21 of 86
compliance with the more stringent requirements. Without limiting the generality of the foregoing,
the Construction Manager hereby agrees as follows:

4.10.1. The failure of the Department to insist in any one or more instances upon a strict
compliance with any provision of the Agreement, or to exercise any option herein conferred,
shall not be construed as a waiver or relinquishment of the Department's right thereafter to
require compliance with such provision of the Agreement, or as being a waiver of the
Department's right thereafter to exercise such option, and such provision or option will
remain in full force and effect.

4.10.2. If there is any inconsistency in the Drawings or any conflict between the Drawings and
Specifications, the Construction Manager shall provide the better quality or greater quantity
of work or materials, as applicable, unless the Department directs otherwise in writing. The
Construction Manager shall also notify the Department of such conflict.

4.10.3. The Construction Manager shall be responsible for dividing the Work among the
appropriate subcontractors and vendors. No claim will be entertained by the Department
based upon the organization or arrangement of the Specifications and/or the Drawings into
areas, sections, subsections or trade disciplines.

4.10.4. Detail drawings shall take precedence over scale drawings, and figured dimensions on the
Drawings shall govern the setting out of the Work.

4.10.5. Unless the Specifications expressly state otherwise, references to documents and
standards of professional organizations shall mean the latest editions published prior to the
Effective Date.

4.10.6. Technical words, abbreviations and acronyms in the Contract Documents shall be used
and interpreted in accordance with the Agreement and the customary usage in the
construction industry.

4.10.7. Whenever consent, permission or approval is required from any party pursuant to the
provisions of the Contract Documents, such consent, permission or approval shall, unless
expressly provided otherwise in the Agreement, be given or obtained, as applicable, in
writing.

Section 4.11 Capital Eligibility. While a total amount of $40,247,334.00 is being approved for
capital-eligible items only, there is an ineligible amount of $749,987.07, listed in Exhibit K1. See
the non -capital columns under Recreation Center ($393,386.07) and Park ($356,601.00) for the
associated items. These items are ineligible for capital expenditure, per the District Capital
Guidelines. The goods/services are needed in FY26. There should be no purchases, commitments, or
expenditures for these items un til operating funds are available, via a purchase order for the same
amount of $749,987.07.
Page 22 of 86
Article 5 - CONSTRUCTION PHASE

Section 5.1 General.
The Construction Phase shall not commence until the Department issues a Notice to
Proceed for Construction Phase Services. The Contractor shall, through Subcontractors or, with
the written consent of the Department, with its own forces, perform all of the Work necessary to
construct the Project so that it is complete, safe, and properly built in strict accordance with the
approved Construction Documents and the other requirements of this Agreement. Without
limitation, the Contractor shall provide all of the labor, materials, tools, equipment, temporary
services, and facilities necessary to complete the Project in accordance with the drawings,
specifications, schedule and budget that are issued for th e Project. The Contractor shall be
responsible for paying for and obtaining all necessary permits, with the exception of the Building
Permit, and to pay all necessary fees for utility con nections. The Work shall be carried out in a
good and workmanlike, first-class manner, and in a 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.
5.1.1. Unrenovated Portions of the Structure. In constructing the Project, the
Contractor shall ensure that unrenovated portions of existing structures, if any, including,
but not limited to, the mechanical, plumbing, electrical systems and other building systems
are not adversely affected. All unrenovated portions of the structures should function, at a
minimum, at the level of functionality that existed immediately prior to the construction of
the Project. If any unrenovated portion of the Project functio ns at a lower level of
functionality as a result of the Contractor’s Work, the Contractor shall be back - charged
the costs incurred by the Department in addressing the decreased functionality.
Section 5.2 Design Completion.
5.2.1. Third Party Contractors. The Department will hire third party contractors
for plan review and for testing and material inspections. The Contractor shall coordinate
and work with the Project Manager and third -party plan reviewer during the Building
Permit process.
Section 5.3 Subcontracting and Administration.
5.3.1. It is contemplated that all or substantially all of the construction of the
Project will be carried out by trade Subcontractors and that those trade subcontracts will be
awarded through the competitive bid process contemplated in Section 4.4. The Contractor
shall enter into a written agreement with each subcontractor. The trade subcontractors will be
under written contract with the Contractor. All subcontracts and agreements for the supply of
equipment or materials awarded for the Project shall be fixed-price contracts unless otherwise
expressly authorized by the Department, in writing. It is understood and agreed, however, that
certain trade packages (such as the mechanical and electrical packages) may be awarded on a
design-assist or design-build basis and that such trade packages may be awarded on such
other basis subject to the Department’s consent as to the bidding procedures and economic
structure with regard to those packages. The Contractor and its affiliates may not carry out trade
work with its own forces without the Department's written permission, which permission may be
withheld or conditioned by the Department in its sole and absolute judgment.
5.3.2. In addition to the open book reporting requirements set forth in Section 5.10,
Page 23 of 86
the Contractor shall provide to the Department a copy of all quotes or proposals submitted by
potential subcontractors.
5.3.3. The Contractor shall develop a purchasing strategy to address the expedited
schedule and conditions of this Project and shall include appropriate provisions in the
subcontracts to minimize the cost impact associated with such conditions. Such strategies may
include, but are not limited to: (i) obtaining from Subcontractors’ unit price quotes for typical
coordination items; (ii) setting aside allowances for coordination work; and (iii) such other
techniques as may be employed by the Contractor.
5.3.4. The Contractor shall carefully document its procedures for making available
bid packages to potential bidders, the contents of each bid package, discussions with bidders
at any pre -bid meetings, bidders’ compliance with bid requirements, all bids received, the
Contractor’s evaluations of all bids, and the basis for the Contractor’s recommendation as to
which bidders should be chosen. The Department shall be afforded access to all such records
at all reasonable times so that, among other things, it may indep endently confirm the
Contractor’s adherence to all requirements set forth in the Agreement including, without
limitation, affirmative action requirements and subcontracting requirements.
5.3.5. The Department may, in its sole discretion, reject any or all bids and proposals
received for any bid package, and may require the Contractor to obtain new or revised bids or
proposals.
5.3.6. The Department may, in its sole discretion, direct the Contractor to accept
a bid from a qualified bidder other than the bidder to whom the Contractor recommends award
of a subcontract or supply agreement. If the Department chooses this option, it shall issue a
Change Order to the Contractor for any difference between the cost of the subcontract or
supply agreement awarded and the bid price of the Subcontractor or supplier recommended by
the Contractor, but without any adjustment to the Construction Management Fee.
5.3.7. The Department must approve all Subcontractors and suppliers. The
Department may elect to review the form of any subcontract or agreement with a material
supplier to ensure that such contract incorporates the contractual provisions required by this
Agreement.
5.3.8. The Contractor shall manage the Change Order process with all Subcontractors
to verify validity, purpose, and cost.

5.3.9. The Contractor must contract for provision of all services and materials for the
Project (other than Self-Performed Work which must be authorized in advance and in writing
by the Department) via written subcontracts or, for contracts requiring provision of materials
or equipment only, and not labor, via written supply agreements. All subcontracts and supply
agreements shall include the following provisions:
5.3.9.1 that, to the extent of the work or supply within the agreement’s scope, the
Subcontractor or supplier is bound to the Contractor for the performance of all obligations
which the Contractor owes the Department under the Agreement;
5.3.9.2 that the Subcontractor or supplier is not in privity with the Department and
shall not seek compensation directly from the Department on any third -party beneficiary,
quantum meruit, or unjust enrichment claim, or otherwise, except as may be permitted by any
Page 24 of 86
applicable mechanic’s lien law;
5.3.9.3 that the Department is a third-party beneficiary of the subcontract or supply
agreement, entitled to enforce any rights thereunder for its benefit;
5.3.9.4 that the Subcontractor or supplier consents to assignment of its agreement to
the Department, at the Department's sole option, if the Contractor is terminated for default;
5.3.9.5 that the Subcontractor or supplier shall comply immediately with a written
order from the Department to the Contractor to suspend or stop work;
5.3.9.6 that the Subcontractor or supplier shall maintain records of all Work it is
requested or authorized to do on a time and material or cost -plus basis, or with respect to
claims that it has asserted on a time and materials or cost -plus basis, during the Project and
for a period of time specified in the General Conditions Cost and requiring the Subcontractor
or supplier to make those records available for review or audit by the Department during that
time;
5.3.9.7 that the Subcontractor shall obtain and maintain, throughout the Project,
workers' compensation insurance in accordance with the laws of the District of Columbia
(This provision is not applicable to supply agreements);
5.3.9.8 that, if the Department terminates the Agreement for convenience, the
Contractor may similarly terminate the subcontract or supply agreement for convenience,
upon written notice to the Subcontractor or supplier, and that the Subcontractor or supplier
shall, in such a case, be entitled only to the costs set forth in Article 6 of the Standard Contract
Provisions (Construction Contract);

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

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

5.3.9.11 a provision requiring that Subcontractors and suppliers promptly pay
Subcontractors and suppliers at lower tiers, imposing upon the Subcontractors and suppliers
a duty to pay interest on late payments, and barring reimbursement for interest paid to lower
tier Subcontractors or suppliers due to a Subcontractor’s or supplier’s failure to pay them
in timely fashion;
5.3.9.12 a provision requiring that all Subcontractors at all tiers comply with the
provisions of Article 12 of this Contract (Economic Inclusion Goals); provided, however, that
the Contractor may, in its reasonable discretion impose a different LSDBE subcontracting
goal on some or all of its Subcontractors; provided, further, however, that nothing in this
provision shall be deemed to excuse the Contractor from using its best efforts to achieve the
Page 25 of 86
LSDBE subcontracting goal on an aggregate basis for the Project;
5.3.9.13 a provision which allows the Contractor to withhold payment from the
Subcontractor if the Subcontractor does not meet the requirements of the Subcontract;
5.3.9.14 lien and claim release and waiver provisions substantially identical to those
in this Agreement.
5.3.10. Within seven (7) calendar days of receiving any payment from the Department
that includes amounts attributable to Work performed or materials or equipment supplied by a
Subcontractor or supplier, the Contractor shall either pay the Subcontractor or supplier for its
proportionate share of the amount paid to the Contractor for the Subcontractor’s or supplier’s
Work or materials or equipment, or notify the Department and the Subcontractor or supplier,
in writing, of the Contractor’s intention to withhold all or part of the payment and state the
reason for the withholding. All monies paid to the Contractor under the Agreement shall be
used first to pay amounts due to Subcontractors or suppliers supplying labor or materials for
the Project and only money remaining after such payments are made may be used for other
items such as the Construction Management Fee. Monies paid by joint check shall be deemed
to have been paid fully to the Subcontractor or supplier named as a joint payee, unless the
Department agrees otherwise in writing. Any interest paid to Subcontractors or suppliers
because the Contractor has failed to pay them in timely fashion shall not be reimbursable as
part of the Cost of the Work.

5.3.11. The Contractor shall not enter into any profit sharing, rebate, or similar
arrangement with any Subcontractor or supplier at any tier with respect to the Project or the
Work to be carried out for the Project.
5.3.12. . The Contractor shall not substitute or replace any Subcontractor or supplier
approved by the Department without the Department's Contracting Officer and Department of
Small and Local Business Development (“DSLBD”) prior written consent.
5.3.13. The Department has the right to contact Subcontractors or suppliers at all tiers,
or material or equipment suppliers directly to confirm amounts due and owing to them or
amounts paid to them for Work on the Project, and to ascertain from the Subcontractors or
suppliers at all tiers their projections of the cost to complete their work or to supply their
material or equipment, or the existence of any claims or disputes. In doing so the Department shall not
issue any directions to subcontractors or suppliers at any tier.
5.3.14. If it comes to the Department's attention that a Subcontractor or supplier has
not been paid in timely fashion (other than for disputed amounts), and if the Contractor fails to
cure the problem within five (5) calendar days after the Department gives it written notice of
the failure to pay, the Department may make payments to the Subcontractor or supplier and
Contractor by joint check. If the payment was already made to the contractor, the joint check
be for future payments (if any).
5.3.15. The Contractor shall be required to provide an evaluation of each of its
subcontractors’ performance by completing and submitting to the Department the
Subcontractor Performance Evaluation Form set forth as Exhibit N, as follows:
(a) Within ninety (90) days of initiating the Construction Phase; and
Page 26 of 86
(b) Within thirty (30) days after Final Completion of the Project.
5.3.16. The Contractor must provide, for the CO's approval, a certificate of insurance
for each subcontractor before such subcontractor begins work.
Section 5.4 Weekly Progress Meetings & Schedule Updates.
The Contractor shall schedule and conduct, at a minimum, weekly progress meetings
following a Contractor generated agenda at which the Department, the A/E, the Program
Manager, the Contractor and appropriate Subcontractors can discuss the status of the Work. The
Contractor shall prepare and promptly distribute meeting minutes. In addition, 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
any developing delays, regardless of their cause, 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 identify the causes of any potential delay and state what, in the Contractor's judgment, must
be done to avoid or reduce that delay. The Contractor shall point out, in its narrative, changes
that have occurred since the last update, including those related to major changes in the scope of
work, activities modified since the last update, revised projections of durations, progress and
completion, revisions to the schedule logic or assumptions, and other relevant changes. Any
significant variance from the previous schedule or update shall also be identified in a narrative,
together with the reasons for the variance and its impact on Project completion. All schedule
updates shall be in a native format reasonably acceptable to the Department (e.g., Primavera).

The Department may make reasonable requests during the Project for changes to the format or for
further explanation of information provided. Submission of updates showing that Substantial
Completion or Final Completion of the Project will be achieved later than the applicable
scheduled completion date shall not constitute requests for extension of time and shall not operate
to change the scheduled completion date(s). 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, Substantial Completion or Final
Completion of the Project may not be completed by the agreed upon date in the Project Schedule.
Changes to the scheduled completion dates may be made only in the circumstances and only by
the methods set forth in this Agreement.
Section 5.5 Written Reports.
The Contractor shall provide written reports to the Department on the progress of the entire
Work at least monthly from Preconstruction Notice to Proceed until Final Completion of the
Project. Such written report shall include the following elements:
5.5.1. Construction Progress Update. Each monthly update shall contain
a narrative description of the Project progress and a critical path method schedule in
Primavera format, including any plans to correct defective or deficient work or for time
lost due to delays.
5.5.2. Cost Update. The monthly update shall reflect, by GMP line item, the
original line item amount, approved, pending, and projected Change Order amounts, the
Page 27 of 86
cost incurred to date, the projected cost to complete the Work of the line item, and any
variance between the actually approved budgeted balance of the line item and the projected
cost to complete. A clear distinction must be made between approved Change Orders
and those merely requested or anticipated. The report shall explain all variances including
“buy-outs” or final actual costs including those below their respective GMP line item. In
addition, the report must disclose any instances in which the Contractor has transferred
amounts from one line item to another, or from the Contingency to any other line item.
Neither submission of, nor the Department's failure to reject an update reflecting that the
projected cost to complete the Project exceeding the GMP will operate to increase the
GMP or waive the Department's right to enforce the GMP. If the report reflects budget
overruns, it must also include a recovery plan.
5.5.3. Economic Inclusion Report . The monthly report shall include a detailed
summary of the Contractor’s efforts and results with respect to the economic inclusion goals
set forth in this Agreement. Such report shall be in a format acceptable to the Department and
shall include, at a minimum: (i) the Contractor’s overall performance with respect to the goals;
(ii) a listing of subcontracts and agreements with material suppliers during the month and the
percentage of those subcontracts and agreements with material suppliers awarded to
LSDBEs; (iii) a listing of subcontracts during the month and the estimated percentage of the
labor hours to be worked by District of Columbia residents pursuant to those subcontracts; and
(iv) a description of the major subcontracting and supply opportunities that will be solicited
during the next three (3) months and the actions being taken to meet the subcontracting goals.
5.5.4. Cash Flow Update . If there have been any changes to the anticipated cash
flow for the Project, such changes shall be disclosed and explained in the monthly report. If
there are no such changes, the report shall so state.
5.5.5. Quality Assurance Report . The monthly report shall include a detailed
summary of the steps that are being employed to ensure quality construction and workmanship.
Each report shall specifically address issues that were raised by the Department and/or its
Program Manager during the prior month and outline the steps that are being taken to address
such issues.
5.5.6. Progress Photos. The monthly report shall include updated progress photos
that shall detail changes in the Work during the month.
5.5.7. Daily Log. 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 A/E and
the Program Manager, and on a monthly basis a copy of the log shall be submitted to the
Department.
Section 5.6 Cost Control System.
The Contractor shall use a system of cost control for the Work in a format consistent with
the GMP Drawings & Specifications and approved by the Department, which shall include,
without limitation, regular monitoring of actual costs for activities in progress and estimates for
uncompleted tasks and proposed changes. The Contractor shall identify variances between actual
and estimated costs and report the variances to the Department and the Program Manager at
regular intervals.
Page 28 of 86

Section 5.7 Key Personnel.
5.7.1. To carry out its duties, the Contractor shall provide at least the key
personnel identified in Exhibit E to this Agreement (“Key Personnel”), who shall carry
out the functions identified in Exhibit E. Among other things, the Key Personnel shall
include: (i) the Project Executive; (ii) the Field Superintendent; (iii) the Project Manager
who will supervise the interior design work; (iv) the Project Manager who will supervise
the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that wi ll
manage quality control and interact with the Department’s quality control representative
(Safety/Quality Assurance/Quality Control Manager). It is contemplated that these Key
personnel will work from the design stage, purchasing and throughout the bulk of the field
work. The Contractor’s obligation to provide adequate staffing is not limited to providing
the Key Personnel, but is determined by the needs of the Project. The Contractor shall not
replace any of the Key Personnel without the Department’s prior written approval. If any
of the Key Personnel become unavailable to perform services in connection with the
Agreement due to death, disability or separation from the employment of the Contractor
or any affiliate of the Contractor, then the Contractor shall promptl y notify the
Department’s Contracting Officer and propose a replacement acceptable to the
Department. The Department shall be entitled to complete information before approving
such replacement, including, but not limi ted to, a current resume of the proposed
replacement to include qualifications and experience. Certain members of the Contractor’s
Key Personnel shall be subject to replacement fee for their removal or reassignment by the
Contractor. Those members of the Contractor’s Key Personnel subject to the replacement
fee as indicted in the Project Summary Section of this Agreement shall be identified in
Exhibit E as subject to the replacement fee provision. In the event there is no delineation
in Exhibit E of those members of the Contractor’s Key Personnel subject to the
replacement fee provision of this Agreement, then all of the Key Personnel shall be subject
to the replacement fee provision of this Agreement.
5.7.2. Key Personnel Removal or Replacement Disincentive. If the
Contractor removes or reassigns one of the Key Personnel (excluding, however, instances
where such personnel become unavailable due to death, disability, or separation from the
employment of the Contractor or any affiliate of the Contractor without the prior written
consent of the Department's Contracting Officer, the Contractor shall pay to the
Department the sum of $25,000 for each replacement as a replacement fee and not as a
penalty, to reimburse the Department for its administrative costs arising from the
Contractor’s failure to provide the Key Personnel. The foregoing replacement fee amount
shall not bar recovery of any other damages, costs or expenses other than the Department's
internal administrative costs. In addition, the Department shall have the right, to be
exercised in its sole discretion, to remove, replace or to reduce the scope of services of
the Contractor in the event that a member of the key personnel has been removed or
replaced by the Contractor without the consent of the Department’s Contracting Officer.
In the event the Department exercises the right to remove, replace or to reduce the scope
of services of the Contractor, the Department shall have the right to enforce the terms of
the Agreement and to keep-in-place those members of the Contractor's team not removed
or replaced and the remaining members shall complete the services required under the
Agreement in conjunction with the new members of the Contractor's team approved by
the Department.
Page 29 of 86
Section 5.8 Qualified Personnel/Cooperation.
The Contractor shall employ on the Project only those employees and Subcontractors who
will work together in harmony and who will cooperate with one another on the Project. The
Contractor shall enforce strict discipline, good order and harmony among its employees and its
Subcontractors and shall remove from the site any person who is unfit for the work or fails to
conduct herself or himself in a proper and cooperative manner. If the Department requests
removal of any person as unfit or as having behaved inappropriately, the Contractor shall
promptly comply.
Section 5.9 Warranty.
The Contractor shall provide assistance to the Department and the Client Agency during
any applicable warranty period. The Contractor warrants to the Department that materials and
equipment furnished under the Contract Documents will be of good quality and new unless
otherwise required or permitted by the Contract Documents, that for the one (1) year period
following the Substantial Completion Date the Work will be free from defects not inherent in the
quality required or permitted, and that the Work will conform to the requirements of the Contract
Documents. The Contractor’s warranty excludes remedies for damage or defect caused by abuse,
modifications not executed by the Contractor, improper or insufficient maintenance, improper
operation, or normal wear and tear from normal usage. The Contractor shall use commercially
reasonable efforts to schedule a joint inspection of the Project during the eleventh month after
Substantial Completion is achieved. During such inspection, the Contractor and a representative
of the Department shall walk the Project to identify any necessary warranty work.
Section 5.10 Open Book Reporting.
The Contractor shall maintain an open book reporting system with the Department,
allowing the Department or its consultants access to the Contractor’s Subcontractors and material
suppliers, invoices, purchase orders, Change Order estimates, records for Self- Performed Work,
and other relevant documentation and sources of information concerning the Work or costs. The
Department shall not use its access to the Subcontractors to give instructions or directions to them.
All instructions or directions shall be given only to the Contractor.

Section 5.11 Claims for Additional Time
5.11.1. Time is of the essence of this Agreement. The GMP Basis Documents must be
submitted no later than the date set forth within the Project Information Section and the Project
must be Substantially Complete no later than the Substantial Completion Date set forth within
the Project Information Section above.
5.11.2. The Contractor will perform the Work so that it shall achieve Substantial
Completion by the Substantial Completion Date. Unless the failure to achieve Substantial
Completion by the Substantial Completion Date is a result of an Excusable Delay, as
defined in Section 5.11.3 below, the delay shall be deemed Non-Excusable and the Contractor
shall not be entitled to an extension of time. Without limiting the generality of the foregoing,
delays for the following reasons shall be regarded as Non- Excusable and shall not entitle
the Contractor to an extension of time:

5.11.2.1Suspensions of work; Delays due to job site labor disputes, work stoppages;

Page 30 of 86
5.11.2.2 Delays due to adverse weather, unless the Contractor establishes that the
adverse weather was of a nature and duration in excess of averages established by data
from the U.S. Department of Commerce, National Oceanic and Atmospheric
Administration for the Project locale for the ten (10) years preceding the effective date of
the Agreement. For purposes of this clause, weather shall only be deemed “adverse” if
the weather in question was more severe than that encountered at the Project site over the last
ten (10) years for the month in question. Such determinations shall be made based on the
number of rain/snow days or the cumulative precipitation total for the month in question.
Notwithstanding the foregoing, named storms shall conclusively be deemed “adverse”;

5.11.2.3 Delays due to the failure of the Contractor or Subcontractors or material
suppliers at any tier to perform in timely or proper fashion, without regard to concepts of
negligence or fault; or
5.11.2.4 Delays due to site conditions whether known or unknown as of the effective
date of the Agreement, foreseeable or unforeseeable at that time, naturally occurring or man-
made; provided, however, that delays due to differing Site Conditions as permitted by Article
4, Section A of the Standard Contract Provisions (Construction Contracts), or Hazardous
Materials Remediation shall be deemed an Excusable Delay.
5.11.3. The Contractor shall be entitled to an adjustment in the Substantial
Completion Date due to an Excusable Delay. The term “Excusable Delay” shall mean:
5.11.3.1 Delays due to adverse weather other than those that are classified as a Non-
Excusable delay in accordance with Section 5.11.2.2 of this Agreement;
5.11.3.2 Delays due to acts of God, war, unavoidable casualties, civil unrest, and
other similar causes of delay that are beyond the control of the Contractor; provided,
however, that in no event shall a Non -Excusable Delay or the action or inaction of the
Contractor, or any of its employees, agents, Subcontractors or material suppliers be deemed
an Excusable Delay; or
5.11.3.3 Delays caused by differing Site Conditions as permitted by Article 4,
Section A of the Standard Contract Provisions (Construction Contract), or Hazardous
Materials Remediation as contemplated in Section 5.11.2.4 of this Agreement;
5.11.3.4 Delays due to suspensions of work by the Department;
5.11.3.5 Delays caused by the Client Agency or separate contractors of the Client
Agency to the extent such delays are not concurrent with delays caused by the Contractor
or any of its employees, agents, subcontractors or material suppliers;
In addition to the forgoing, a delay shall be deemed to be an Excusable Delay only to the
extent that such delay (i) warrants an extension in the Substantial or Final Completion Date;
(ii) has not been caused by the Contractor or any of its employees, agents, Subcontractors or
material suppliers; (iii) is on Project’s critical path; and (iv) is in addition to any time
contingency periods set forth in the critical path.

5.11.4. If the Contractor wishes to make a claim for an adjustment in time allotted
per the Project Schedule, written notice as provided herein shall be given to the Contracting
Page 31 of 86
Officer and Program Manager. The Contractor’s claim shall include an estimate of the cost
and of the probable effect of delay on the progress of the Work. In the case of continuing
delay, only one claim is necessary.
5.11.5. In no event shall the Contractor be entitled to an increase in the GMP, the
Preconstruction Fee, or the Construction Management Fee as a result of either an
Excusable or Non-Excusable Delay; provided, however, that to the extent that a delay is:
(i) an Excusable Delay; (ii) of unreasonable duration; (iii) caused solely by the Department;
and (iv) not concurrent with any other delay, then the Contractor shall be entitled to receive
its actual costs, including all direct and indirect costs, bonds and insurances resulting from
such extended duration. It is understood that the Contractor shall not be entitled to any
profit or home office overhead, including, but not limited to, an increase in the Construction
Management Fee, on any amounts to which the Contractor may be entitled pursuant to the
preceding sentence.

Section 5.12 Site Safety and Clean-Up.
5.12.1. The Contractor will be required to provide a safe and efficient site, with
controlled access. As part of this obligation, the Contractor shall be responsible for initiating,
maintaining and supervising all safety precautions and programs in connection with the
Project, and shall comply with the requirements set forth in Article 16, Section F of the
Standard Contract Provisions (Construction Contract).
5.12.2. Safety Plan. Prior to the start of construction activities, the Contractor shall
prepare a safety plan for the construction phase conforming to OSHA 29 CFR 1926 (such
plan, the “Safety Plan”). This Safety Plan developed by the Contractor shall describe the
proposed separation and the specific nature of the safety measures to be taken including
fences and barriers that will be used as well as the site security details. The Safety Plan will
be submitted to the Department and Client Agency for their review and approval prior to the
commencement of construction. Once the Safety Plan has been approved, the Contractor
shall comply with it at all times during construction. The Contractor shall be required to
revise the Safety Plan as may be requested by the Department or Client Agency. The cost of
revising and complying with the plan shall not entitle the Contractor to an increase in the
GMP. In the event the Contractor fails to provide the Safety Plan, the Contractor will not be
permitted to commence the Construction Phase until the Safety Plan is submitted and in no
event shall any resulting delay constitute an Excusable Delay. Additionally, the Contractor
shall comply with the requirements of Article 27, S ection A of the Standard Contract
Provisions (Construction Contract).
5.12.3. Safety Barriers/Fences. As part of its responsibility for Project safety,
the Contractor shall install such fences and barriers as may be necessary to separate the
construction areas of the site from those areas that are then being used by Client Agency for
educational purposes. The Contractor shall describe in the Safety Plan the proposed
separation and the specific nature of the fences and barriers that will be used. The
Contractor’s storage/laydown area will be limited to the limits of disturbance shown on
the approved construction plans.
5.12.4. Site Security. The Contractor shall be responsible for site security and shall
be required to provide such watchmen as are necessary to protect the site from unwanted
Page 32 of 86
intrusion.
5.12.5. Exculpation. The right of the Department and Client Agency to comment
on the Safety Plan and the nature and location of the required fences and barriers shall in no way
absolve the Contractor from the obligation to maintain a safe site.
5.12.6. Temporary Power. The Contractor shall be responsible for the cost of
temporary power used during the construction of the Project, including, but not limited to,
the cost of installing such temporary wiring as may be required to bring power to the site.
The Contractor shall also be responsible for the cost of all temporary construction necessary
on the site.
5.12.7. Site Cleanliness . During the Agreement performance and/or as directed by the
Department’s Program Manager, as the installation is completed, the Contractor shall ensure that the
site is clear of all extraneous materials, rubbish, or debris.

Section 5.13 Workhours, Site Office, and Coordination with Client Agency and
Community

5.13.1. Workhours. The Contractor shall comply with the noise ordinance and
neither it nor its subcontractors shall undertake work on the Project site other than at the
times and sound level permitted by the noise ordinance.
5.13.2. Site Office. Throughout the Project, the Contractor shall provide and
maintain a fully-equipped construction office for the Project site.
5.13.3. Parking. The Contractor shall organize its work in such a manner so as
to minimize the impact of its operations on the surrounding community. To the extent that
the number of workers on the site is likely to have an adverse impact on neighborhood
parking, the Contractor shall develop a parking plan for those individuals working on the site
that is reasonably acceptable to the Department.
5.13.4. Wheel Washing Stations. The Contractor shall provide wheel washing
stations on site so as to prevent the accumulation of dirt and other refuse on the streets
surrounding the Project site.
5.13.5. Outreach Plan. The Contractor shall keep the Department informed of
the construction activities and their potential impact on the community and shall develop
a community outreach plan (the “Outreach Plan”). The Contractor shall submit the Outreach
Plan to the Department prior to its implementation which shall be subject to the Department’s
review and approval.
5.13.6. Supervision. Throughout the Work, the construction office shall be
managed by personnel competent to oversee the Work at all times while construction is
underway. Such personnel shall maintain full -time, on -site construction supervision and
provide daily inspections, quality control, monitoring, coordination of various trades, record
drawings, and daily work log.

Section 5.14 Close-out & FF&E.
Page 33 of 86
5.14.1. A detailed list of FF&E requirements was developed during the
preconstruction phase and attached hereto as Exhibit L.
5.14.2. Punchlist. Promptly after Substantial Completion, the Contractor shall
coordinate with the A/E to develop a punchlist. Once the punchlist is prepared, the
Contractor shall inspect the work along with representatives from the Department. The
punchlist shall be revised to reflect additional work items that are discovered during such
inspection. The Contractor shall correct all punchlist items no later than ninety (90) days
after Substantial Completion is achieved.
5.14.3. Warranties & Manuals. Subsequent to Substantial Completion and no later
than fifteen (15) days following Substantial Completion, the Contractor shall prepare and
submit the following documentation: (i) a complete set of product manuals (O&M), training
videos, warranties, etc.; (ii) attic stock; (iii) an equipment schedule; (iv) a proposed
schedule of maintenance for the renovated building; (v) environmental, health and safety
documents for the renovated building; and (vi) all applicable inspection certifica tes/permits
(boiler, elevator, emergency evacuation plans, health inspection, etc.) for the renovated
building. No later than thirty (30) days following Substantial Completion, the Contractor
shall prepare and submit: (i) a complete set of its Project files; and (ii) a set of record
drawings; and (iii) the building information modeling file(s).
5.14.4. RESERVED.
5.14.5. Support for Initial Heating & Cooling Season. The Contractor and its
mechanical subcontractor shall provide support to Client Agency and the Department during
system start -up and in initial operation for the first heating and cooling season after
Substantial Completion is achieved.
5.14.6. Training. The Contractor shall provide training to Client Agency staff on
all of the building systems. The Contractor shall be required to schedule such training
sessions and shall use commercially reasonable efforts to ensure all such training occurs prior
to Final Completion.
5.14.7. The Contractor shall purchase and install the FF&E and other items as
necessary within the new building. The Contractor shall deliver a broom clean building at
the end of construction.
Section 5.15 Salvaged and Stored Items.
The Contractor shall be responsible for salvaging and storing all items as identified by
the Department in accordance with all applicable District laws and regulations, after
notifying the Department and receiving the Department’s permission to proceed.

Section 5.16 Sediment and Erosion Control.
The Contractor shall be responsible for installing sediment and erosion control measures,
inclusive of, but not limited to: silt fencing, inlet protection, stabilized construction entrances,
and other control measures.

Section 5.17 Quality Control.
Page 34 of 86
5.17.1. General Obligation. The Contractor shall be responsible for all activities
necessary to manage, control, and document the Work to ensure compliance with Contract
Documents. The Contractor’s responsibility includes ensuring adequate quality control
services are provided by the Contractor’s employees and its subcontractors at all levels.
The work activities shall include safety, submittal management, document reviews,
reporting, and all other functions related to quality construction.

5.17.2. Quality Control Plan. Within forty-five (45) days after the Permit Set of
construction documents are approved, the Contractor shall develop a quality control plan for
the Project (the “Quality Control Plan”). A draft of the Quality Control Plan shall be
submitted to the Department and shall be subject to the Department’s review and approval.
The Quality Control Plan shall be tailored to the specific products/type of construction
activities contemplated by the GMP Basis Documents, and in general, shall include a table
of contents, quality control team organization, duties/responsi bilities of quality control
personnel, submittal procedures, inspection procedures, deficiency correction procedures,
documentation process, and a list of any other specific actions or procedures that will be
required for key elements of the Work.
5.17.3. Implementation. During the Construction Phase, the Contractor shall
perform regular quality control inspections and create reports based on such inspections
pursuant to the Quality Control Plan. The quality control reports shall be provided to
the Department electronically on a monthly basis. The Contractor shall incorporate a quality
control section in the progress meetings to discuss outstanding deficiencies,
testing/inspections, and upcoming Work. The monthly report shall include a detailed
summary of the steps that are being employed to provide quality construction and
workmanship. The monthly report should specifically address issues raised during the month
and outline the steps that are being used to address such issues.
Section 5.18 Acceleration.
Subject to the terms of this Section, the Department shall have the right to direct the
Contractor to accelerate the Work if, in the reasonable judgment of Department: (i) the
Contractor fails to 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 otherwise materially falls behind the projections contained in the then currently
approved Project Schedule. In the event that the Depar tment or its Program Manager
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 wit h a schedule recovery plan
(“Recovery Plan”) that is reasonably designed to address the concerns raised in suchnotice
within three (3) days after receipt of such notice. If the Department and the Contractor are
unable to agree on the terms of the Recovery Plan within five (5) days after the issuance
of the notice (i.e. within forty eight (48) hours after the receipt of the proposed Recovery
Plan), the Department shall have the right to direct such acceleration as the Department,
in its reasonable judgment, deems necessary. Provided Department complies with the notice
provisions of this Section, the cost of any acceleration directed under this Section shall not
justify an adjustment to the GMP or the Substantial Completion Date.
Given the nature of the Project and the fact that there is a fixed date upon which the
Client Agency plans to occupy the building, the Contractor hereby: (i) acknowledges that
Page 35 of 86
this provision is a material inducement upon which the Department has relied in entering into
this Agreement; and (ii) represents and warrants that it has included sufficient funding in the
GMP in order to comply with the requirements of this Section.

Section 5.19 Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right to direct
the Contractor to revise the provisions of the Quality Control Plan if, in the reasonable judgment
of the Department, the craftsmanship of the Work being installed fails to comply with generally
applicable industry standards, requirements set forth in the Specifications that are reasonably
related to the quality of craftsmanship quality, or any provisions set forth in this Agreement
(each a “Quality Control Event”). In the event that the Department or its Program Manager
determine that a Quality Control Event has occurred, the Department shall provide the
Contractor with written notice of the occurrence of such Quality Control 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 (each instance, a “Corrective Action Plan”). If the
Department and the Contractor are unable to agree on the terms of the Corrective Action Plan
within five (5) days after the issuance of the notice (i.e. within forty eight (48) hours after the
receipt of the proposed corrective action plan), the Department shall have the right to direct
such corrective action measures as the Department, in its reasonable judgment, deems
necessary. Such directive may include adjustments to the procedural provisions set forth in the
Quality Control Plan and/or may impose additional requirements on the manner in which Work
is being performed. Provided the Department complies with the notice provisions of this
Section, the cost of any such corrective action directed under this Section shall not justify
an adjustment to the GMP on the Substantial Completion Date.
Section 5.20 Use of ProjectTeam.
The Contractor shall utilize the Department’s ProjectTeam 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) building information
model(s); (viii) punchlist; and (ix) other documents as may be designated by the Department.

Section 5.20.1 Invoice Submittal. The Contractor shall create and submit payment
requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The
Contractor shall submit proper invoices on a monthly basis. To constitute a proper invoice, per
Article 8 of the Standard Contract Provision, the Contractor shall enter all required information
into the Portal after selecting the applicable purchase order number which is listed on the
Contractor’s profile.

Section 5.21 Conformance with Laws.
It shall be the responsibility of the Contractor to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all applicable laws, codes,
ordinances, regulations, rules, requirements, orders, and policies of governmental bodies,
including, without limitation, the U.S. Government and the District of Columbia
government; and it is the sole responsibility of the Contractor to determine the Procurement
Page 36 of 86
Regulations, statutes, laws, codes, ordinances, regulations, rules, requirements and orders that
apply and their effect on the Contractor’s obligations thereunder. Given the requirements for
the Project, the Department may, at its sole discretion, (i) apply for variance to the requirement
of adhering to the Green Building Act on the Project and (ii) consider deferring the scope of
work associated with storm water management to a later phase of the Project.
Section 5.22 Construction Phase Deliverables.
The deliverables set forth on Exhibit C are required during the Construction Phase.

Section 5.23 Close-Out Deliverables.
The deliverables set forth in Exhibit D are required during the Project’s Close-Out and
prior to Final Payment, to include but not limited to.
a) A complete set of the Contractor’s Project files
b) A complete set of product manuals (O&M), training videos, warranties, etc.
c) As built record drawings
d) Attic stock and schedule
e) Equipment schedule
f) Proposed schedule of maintenance
g) Environmental, health & safety documents
h) LEED – Preliminary Construction Review.
i) All applicable inspection certificates/permits (boiler, elevator, emergency
evacuation plans, health inspection, etc.)
j) All other files and requirements outlined in Turnover Protocol Document (Exhibit
U).

Section 5.24 Licensing, Accreditation and Registration.
The Contractor and all of its Subcontractors and subconsultants (regardless of tier) shall
comply with all applicable District of Columbia, state, and federal licensing, accreditation, and
registration requirements and standards necessary for the performance of the Agreement.
Without limiting the generality of the foregoing, all drawings shall be signed and sealed by a
professional A/E licensed in the District of Columbia.
Section 5.25 Protection of Existing Elements.
The Contractor shall ensure the protection of all existing features, public utilities, and
other existing structures during construction. The Contractor shall ensure the protection of
existing, site improvements, trees and shrubs from damage during constru ction. Protection
extends to the root systems of existing vegetation. The Contractor shall not store materials or
equipment, or drive machinery, within drip line of existing trees and shrubs.

Section 5.26 Hazardous Materials.
The Contractor’s scope of work includes the abatement and removal of hazardous
materials found anywhere on or within the Project site. In performing such work, the Contractor
shall comply with all laws, including, without limitation, the requirements of the Environmental
Protection Agency and all jurisdictional agencies and all laws relating to safety, health welfare,
and protection of the environment, in removing, treating, encapsulating, passivati ng, and/or
disposing of hazardous materials, including, but not limited to, removal, treatment, encapsulation,
Page 37 of 86
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 ten (10) 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 ten (10) years after Substantial Completion of the Project. The Contractor’s obligations
under this Section 5.26 shall include signing (as the agent for the Department) any manifests
required for the disposal of hazardous materials.
Page 38 of 86
Article 6 - DESIGNATED REPRESENTATIVES

Section 6.1 Department’s Designated Representative.
The Department designates the individual(s) identified in Exhibit H as its representative
with express authority to bind the Department with respect to all matters requiring the
Department’s approval or authorization. Subject to the limitations on their authority specified
in Exhibit H, these representative(s) shall have the exclusive authority to make decisions on
behalf of the Department concerning estimates and schedules, construction budgets, changes in
the Work, and execution of Change Orders or Change Directives, and shall render such
decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in
the services or performance of the Work of the Contractor. In order for the Department to
effectively manage the Project and assure that the Contractor does not receive conflicting
instructions regarding the Work, the Contractor shall promptly notify the Department’s
representative upon receiving any instructions or other communication in connection with the
Contractor’s Work from any employee of the D epartment or other purported agent of the
Department other than the Department’s designated representative.
Section 6.2 Contractor’s Designated Representative.
The Contractor designates the individual(s) identified in Exhibit G, as its representative
with express authority to bind the Contractor with respect to all matters requiring the
Contractor’s approval or authorization. In addition, the Department retains the right to approve
candidates to serve as on -site personnel in accordance with each candidate’s experience with
similar projects and local marketplace conditions. Once approved, individuals cannot be
changed without the Department’s prior approval. During the entire term, it is agreed that the
Contractor’s designated representative will devote his or her time exclusively to the Project,
unless the Department consents to a reduction in time. All services provided by the Contractor
shall be performed in accordance with the highest professional standards recognized and
adhered to by contractors that build first -class state-of-the-art buildings and projects that are
similar to the Project in large urban areas.
Page 39 of 86
Article 7 - COMPENSATION AND PAYMENTS FOR RECONSTRUCTION
PHASE SERVICES

Section 7.1 Compensation
7.1.1. The Department shall compensate and make payments to the Contractor for
preconstruction services in accordance with Article 7 and Article 10 of this Contract. For
preconstruction services, the Contractor’s compensation shall be as set forth in the Project
Information Section of this Contract (the “Preconstruction Fee”). The Preconstruction Fee
shall be the Contractor’s sole compensation for Preconstruction Phase Services. The
Preconstruction Fee shall include, but not be limited to, amounts necessary to compensate
the Contractor for:
• Profit
• Home Office Overhead
• Cost of preconstruction staff
• Fringe Benefits associated with staff costs
• Payroll taxes associated with staff costs
• Staff costs associated with obtaining permits and approvals during
the Preconstruction Phase
• Out-of-house consultants
• Travel, Living and Relocation expenses
• Job vehicles
• Office equipment including but not limited to:
o Computer hardware and software
o Fax machines
o Copying machines
• Office supplies
• Telephone
• Local delivery and overnight delivery costs

Section 7.2 Payments
7.2.1. Payments for Preconstruction Phase Services shall be made monthly over the
anticipated duration of the Preconstruction Phase following presentation and acceptance of
the Contractor’s invoice and shall be in proportion to services performed. In no event,
however, will the aggregate of the Contractor’s monthly invoices for Preconstruction Phase
Services exceed the Preconstruction Fee.
Payments are due and payable in accordance with Article 10 of this Agreement. Amounts
unpaid after the date of which payments due shall bear interest in accordance with the Quick
Payment Act.
Page 40 of 86
Article 8 - COMPENSATION FOR CONSTRUCTION PHASE SERVICES

Section 8.1 Compensation.
8.1.1. The Department shall compensate and make payments to the Contractor
for Construction Phase Services in accordance with this Article 8 and Article 10. For the
Construction Phase Services, the Contractor’s compensation shall be as set forth in
the Project Information Section of this Agreement (the “Construction Management
Fee”). The Contractor acknowledges and agrees that the percentage of the total amount
of the Construction Management Fee set forth in the Project Information Section of this
Agreement is at risk (the “At Risk Portion”), and the Contractor shall only be entitled to
the At Risk Portion as set forth below. Unless and until the Contractor’s entitlement to
any subset of the At Risk Portion is determined by the Department, the Contractor shall
only be entitled to bill for the portion of the Construction Management Fee that is not at
risk (the “Base Construction Management Fee”). The Base Construction Management
Fee shall be billed in accordance with Article 10, to be paid in equal monthly
installments over the anticipated duration of the Construction Phase. To the extent that
the duration of the Agreement is extended, the then remaining amounts of the Base
Construction Management Fee will be re-allocated such that the then existing portion of
the Base Construction Management Fee shall be evenly spread over the then remaining
duration of the Construction Phase.
8.1.2. Award Fee Pool. The At Risk Portion shall be used to establish and fund
an award fee pool (“the Award Fee Pool”). Within sixty (60) days after approval and full
execution of this Agreement, the Department shall appoint a committee that will
determine entitlement to the Award Fee Pool (such committee, the “Award Fee
Evaluation Committee”). The Award Fee Evaluation Committee will consist of: (i) the
Department’s Deputy Director for Capital Construction; (ii) a senior representative from
Client Agency; and (iii) a senior member of the Program Management team that is
not involved in the day-to-day management of this Project that is acceptable to both
Parties.
8.1.3. The Contractor may earn the At-Risk Portion of the Construction
Management Fee in accordance with Exhibit M.

Section 8.2 Maximum Cost of General Conditions.
The Contractor shall not be entitled to recover more than the amount set forth in the
Project Information Section of this Agreement for the Cost of General Conditions (such
amount, the “Maximum Cost of General Conditions”). If, as a result of any Change Order(s) or
Change Directive(s): (i) the Project durations extends 30 days or more beyond the Substantial
Completion Date; and (ii) the Contractor can demonstrate to the satisfaction of the Department
that such additional Costs of General Conditions are reasonable and not due to any fault of the
Contractor, its Subcontractors, materialmen, consultants or anyone making claims thereunder,
the Contractor may request a Change Order to adjust the Maximum Cost of General
Conditions. To the extent the Contractor incurs Costs of General Conditions in excess of
the Maximum Cost of General Conditions, the Contractor shall not be entitled to reimbursement
for such amounts unless the Department authorizes, in writing, an increase to the Maximum
Cost of General Conditions. Nonetheless, in such an event, the Contractor exceeds the
Maximum Cost of General Conditions, the Contractor shall continue to be required to adequately
staff the Project.
Page 41 of 86
Section 8.3 RESERVED.
Section 8.4 Project Budget.
The Department has established a budget for the Project as set forth in the Information
Section of this Agreement (such budget, the “Project Budget”). Such Project Budget includes
any and all amounts which may be due to the Contractor pursuant to this Agreement, and in no
event shall the Contractor be entitled to recover more than the Project Budget unless the
Contractor is authorized to exceed the Project Budget by the Department in advance and in
writing.
Section 8.5 No Adjustments to Fee.
It is the Department’s intent to engage the Contractor to develop a GMP that meets
the preliminary design set forth in Exhibit A by the Client Agency and the Project Budget as
set forth herein ( i.e. built to budget), to allow for Substantial Completion of the Work to be
achieved no later than the Substantial Completion Date. The Contractor shall be entitled to an
adjustment to the Construction Management Fee at the time the GMP is established to the
extent, and only to the extent, that: (i) the Department makes additions to the scope that, when
measured relative to the program, cause the GMP to exceed the Project Budget by more than
ten percent (10%); or (ii) the Department makes additions to the scope provided for herein
which (other than for punchlist or warra nty work) requires the Contractor’s services at the
Project beyond October 6, 2026 . With regard to Change Orders issued after the GMP is
established, the Contractor shall be entitled to an increase in the Construction Management Fee
to the extent, and only to the extent, that: (i) the Department has added a new programmatic
element to the Project; or (ii) the Department made additions to the GMP scope which (other
than punchlist or warranty work) require the Contractor’s services at the Project to exten d 30
days or more beyond the Substantial Completion Date.
Section 8.6 Markup on Trade Work.
The maximum markup for change order work shall be in accordance with Section 17.11.
Page 42 of 86
Article 9 - COST OF THE WORK FOR CONSTRUCTION PHASE
Section 9.1 Cost of the Work.
The term “Cost of the Work” shall mean the costs necessarily incurred by the Contractor in the
proper performance of the Work and shall include only the following:
9.1.1. Payments made by the Contractor to Subcontractors and suppliers, other
than design subconsultants, but only in accordance with the subcontracts and supply
agreements;

9.1.2. All amounts due to the Contractor under the terms of the
Department's written authorization for the Contractor to perform any portion of the Work
as Self-Performed Work. If an authorization for the Contractor to engage in Self -
Performed Work is not on a fixed-price basis, then, as to that Work, the following costs
shall be within the Cost of the Work:

(a) Labor. Properly documented wages actually paid to Project foremen,
construction workers, and other personnel in the direct employ of the Contractor, while engaged
in approved Self-Performed Work, together with contributions, assessments, payroll taxes,
or fringe benefits required by the laws or applicable collective bargaining agreements.

(b) Incorporated Materials. The cost, net of trade discounts, of all materials,
products, supplies and equipment incorporated into the Self -Performed Work, including,
without limitation, costs of transportation and handling.

(c) Unincorporated Materials. The cost of materials, products, supplies and
equipment not actually installed or incorporated into the Self-Performed Work, but required to
provide a reasonable allowance for waste or spoilage, subject to the Contractor’s agreement
to turn unused excess materials over to the Department at the completion of the Project or,
at the Department’s option, to sell the material and pay the proceeds to the Department or give
the Department a credit in the amount of the proceeds against the Cost of the Work.
9.1.3. Royalty and license fees paid for use of a design, process or product, if
its use is required by this Agreement or has been approved in advance by the Department;

9.1.4. Fees for obtaining all required approvals or permits associated with any
abatement, demolition, utilities abandonment, and utility relocation (including utility
connection fees), including any and all building and/or trade permits fees;

9.1.5. All performance and payment bonds and general liability insurance.
The Department may, in its sole discretion, allow the Contractor to recover the costs
of subcontractor default insurance at a mutually agreed upon rate in lieu of trade
level bonds, provided that such insurance be approved by the Department in advance and
after being presented with a cost-benefit analysis of such use;

9.1.6. All fees and other costs necessarily incurred to carry out testing and
inspection required by the Agreement or applicable laws, or otherwise to maintain proper
Page 43 of 86
quality assurance. The costs the Contractor incurs to schedule and coordinate any
additional testing and inspections the Department may decide to conduct itself shall be
within Cost of the Work unless the additional testing establishes that the Work tested was
defective or otherwise failed to satisfy requirements set forth in the Agreement, in which
case the Contractor shall pay the costs, without reimbursement;

9.1.7. All bonds to jurisdictional agencies (utilities, storm water management,
land disturbance, and grading);

9.1.8. The Cost of General Conditions, subject however to the Maximum Cost
of General Conditions; and

9.1.9. Costs of repairing or correcting damaged or nonconforming Work
executed by the Contractor, Subcontractors or suppliers, provided that such damaged or
nonconforming Work was not caused by negligence or failure to fulfill a specific
responsibility of the Contractor, and only to the extent that the cost of repair or correction
is not recoverable by the Contractor from insurance, sureties, Subcontractors or
suppliers. It is understood that the cost of repairing, correcting damaged or
nonconforming Work that was Self-Performed shall not be reimbursable in any event.

Section 9.2 Cost of General Conditions.
The Contractor’s general conditions costs shall be reimbursable at cost and without mark-up.
Only the following items, however, are reimbursable (any other items or expenses are non -
reimbursable and the Contractor shall use its fee to cover any additional cost items):

9.2.1 Cost of Construction Staff, as defined below. Only staff stationed in the field
is reimbursable; however, exceptions may be made for Project executive personnel,
purchasing scheduling, cost estimating, local participation oversight and reporting and
accounting services if such functions are normally provided by the Contractor’s regional and/or
home office personnel and/or if Contractor deems that such functions are more efficiently
performed at the regional and/or home office(s). The term “Construction Staff” shall mean
the Project executive, project managers and superintendents assigned to the project,
administrative and professional staff performing scheduling, cost estimating and accounting
services assigned on a full-time basis to the Project site;

9.2.2 Fringe Benefits associated with construction staff;
9.2.3 Payroll taxes and payroll insurance associated with construction staff;

9.2.4 Staff costs associated with obtaining permits and approvals;
9.2.5 Out-of-house consultants;
9.2.6 Field office for the Contractor including but not limited to: (i) trailer purchase
and/or rent; (ii) field office installation, relocation and removal; (iii) utility connections
and charges during the Construction Phase; (iv) furniture; and (v) office supplies;

Page 44 of 86
9.2.7 Office equipment including but not limited to: (i) computer hardware and
software; (ii) fax machines; (iii) copying machines; (iv) telephone installation, system
and use charges; and (v) job radios;

9.2.8 Local delivery and overnight delivery costs;

9.2.9 First aid facility; and

9.2.10 BIM Cost (software, seats, hardware).

Section 9.3 Costs Not to Be Reimbursed.
All costs not specifically listed in Section 9.1 as being within the Cost of the Work are
excluded from the Cost of the Work and shall not be reimbursable. In particular, but without
limitation, the Cost of the Work does not include any of the following:
9.3.1 Any personnel or labor costs other than those provided for in
Section 9.2.1;
9.3.2 Fees for any permits or licenses the Contractor requires to
conduct its general business operations;
9.3.3 Capital expenses and interest on capital employed for the Work;

9.3.4 Direct or indirect costs of any kind, except those expressly
included in Section 9.1;
9.3.5 Sales or use taxes, unless the Contractor establishes that
applicable law required payment of such taxes;
9.3.6 Costs due to the errors or omissions of the Contractor or its
Subcontractors or suppliers at all tiers, negligent or otherwise;
9.3.7 Costs dues to breach of the Agreement by the Contractor or its
Subcontractors or material suppliers at all tiers, including, without
limitation, costs arising from defective or damaged Work or its
correction, disposal of materials or equipment erroneously
supplied, and repairs to property damaged by the Contractor or its
Subcontractors or material suppliers at all tiers;

9.3.8 Any costs incurred in performing work of any kind before Notice
to Proceed, unless specifically authorized by a duly authorized
Contracting Officer of the Department in advance and in writing;
9.3.9 The cost of home or regional offices, it being understood that
compensation for such costs included in the Construction
Management Fee and Award Fee.

Section 9.4 Discounts, Rebates And Refunds.
9.4.1 Cash discounts obtained on payments made by the Contractor
shall accrue to the Department if: (i) before making such payment(s), the
Contractor included them in an Application for Payment and received
Page 45 of 86
payment therefor from the Department; or (ii) the Department has deposited
funds with the Contractor with which to make such payment(s). All other
cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds
and amounts received from sales of surplus materials and equipment shall accrue
to the Department, and the Contractor shall make provisions so that such amounts
can be secured.
9.4.2 Amounts that accrue to the Department in accordance with
the provisions of Section 9.4.1 shall be credited to the Department as a
deduction from the Cost of the Work.
Section 9.5 Facilitating Tax Exempt Purchases.
The Department expects that the Project will qualify as tax-exempt under
applicable laws. Upon request, the Department will provide the Contractor with
the necessary information relating to the tax exemption. In the event any savings
are attributable to the tax- exempt status of the Project, the Contractor shall not
be entitled to share in such savings.

Section 9.6 Accounting Records.

The Contractor shall keep full and detailed accounts and exercise such controls
as may be necessary for proper financial management under the Agreement. The
Contractor’s accounting and control systems shall be satisfactory to the
Department. The Department, its representatives, and the Department’s
accountants shall be afforded access to the Contractor’s records, books,
correspondence, instruction, drawings, receipts, subcontracts, purchase orders,
vouchers, memoranda and other data relating to this Project, and the Contractor
shall preserve such documentation relating to the Project for a period of three
years after final payment, or for such longer period as may be required by law.

9.6.1 before Notice to Proceed, unless specifically authorized by a duly
authorized Contracting Officer of the Department in advance and in
writing;
9.6.2 The cost of home or regional offices, it being understood that compensation
for such costs included in the Construction Management Fee and
9.6.3 Except as provided in Section 9.1.10 of this Agreement, costs due to the
errors or omissions of the Contractor or its Subcontractors or suppliers at
all tiers, negligent or otherwise.

Section 9.7 Discounts, Rebates And Refunds.
9.7.1 Cash discounts obtained on payments made by the Contractor shall accrue
to the Department if: (i) before making such payment(s), the Contractor
included them in an Application for Payment and received payment therefor
from the Department; or (ii) the Department has deposited funds with the
Contractor with which to make such payment(s). All other cash discounts
shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts
received from sales of surplus materials and equipment shall accrue to the
Department, and the Contractor shall make provisions so that such amounts
can be secured.
Page 46 of 86
9.7.2 Amounts that accrue to the Department in accordance with the provisions
of Section 9.7.1 shall be credited to the Department as a deduction from the
Cost of the Work.
Section 9.8 Facilitating Tax Exempt Purchases.
The Department expects that the Project will qualify as tax-exempt under
applicable laws. Upon request, the Department will provide the Contractor with
the necessary information relating to the tax exemption. In the event any savings
are attributable to the tax- exempt status of the Project, the Contractor shall not
be entitled to share in such savings.
Section 9.9 Accounting Records.

The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under the
Agreement. The Contractor’s accounting and control systems shall be
satisfactory to the Department. The Department , its representatives, and the
Department’s accountants shall be afforded access to the Contractor’s records,
books, correspondence, instruction, drawings, receipts, subcontracts, purchase
orders, vouchers, memoranda and other data relating to this Project, and the
Contractor shall preserve such documentation relating to the Project for a period
of three years after final payment, or for such longer period as may be required
by law.

Section 9.10 Excluded Cost Elements.
It is the Department’s intent that the Contractor provide a turnkey solution for
the implementation of the Project, and the Project Budget set herein has been
developed based on such framework. The Contractor shall advance the Project
in a manner consistent with the Project Budget with the understanding that only
the following cost elements shall be excluded from the Project Budget set forth
herein:
9.10.1 Design by A/E and its sub-consultants
9.10.2 3rd Party Material Testing;
9.10.3 Commissioning;
9.10.4 3rd Party Inspections;
9.10.5 Costs of active Client Agency equipment; and
9.10.6 3rd Party Plan Review
Page 47 of 86
Article 10 - CONSTRUCTION PHASE PAYMENTS

Section 10.1 Progress Payments.
The Contractor shall be compensated in a series of progress payments and a Final
Payment, for Work completed in accordance with the Agreement, and for which proper
Applications for Payment have been submitted and approved. The amount of each progress
payment shall be as follows:

The Cost of Work completed to date

Plus Cost of Work for Pay Period x 75% of Construction Management Fee (i.e.
Construction Management Fee not at risk)

Current approved estimated
Cost of Work through Final Completion
Plus Any subset of the At Risk Portion of the Construction
Management Fee to which the Department has determined the Contractor
to be Entitled
Minus Applicable retainage

Minus Amounts previously paid by the Department
Section 10.2 Retention.
The Department shall withhold from each progress payment an amount equal to ten
percent (10%) of the payment related to: (i) each Subcontract and supply agreement;
(ii) the Preconstruction Fee; (iii) Construction Management Fee; (iv) General Conditions Costs;
and (v) the Cost of the Work related to each item of Self-Performed Work, until such time
as fifty percent (50%) of the then currently budgeted cost associated with each such item
has been invoiced, at which point the Department may cease retaining against such item;
provided, however, that retention shall not be held on the costs of bonds, insurances, and those
elements of the general requirements which consist of a single, insolated effort such as dumpster
disposal and safety carpentry. The Department may elect to increase the retention on any trade
Subcontractor up to ten percent (10%) in the event the Department determines that the situation
so warrants. The Department, in its sole and absolute discretion, may elect to reduce the
retainage relating to a particular trade Subcontractor, or the Cost of the Work related to a
specific item of Self- Performed Work to zero upon: (a) satisfactory completion of such Work;
(b) submission of all required warranties, certifications, and operating or maintenance
instructions with respect to that Work; and (c) execution of appropriate waivers of lien and
releases of claims. However, in no event shall the total retainage held by the Department be
reduced to an amount that is less than two and one-half percent (2.5%) of the GMP.
Section 10.3 Documents Required with Application for Payment.
Each Application for Payment shall be accompanied by the Contractor’s job cost ledgers
in a form satisfactory to the Department, the Subcontractors’ and Suppliers’ Applications for
Payment on AIA Documents G702 and G703 or other form acceptable to the Department,
and such other supporting documentation as the Department may reasonably request. Each
Application for Payment shall include detailed documentation of costs as a condition to
approving progress payments, but the Contractor shall nevertheless maintain complete
documentation of the costs. An executed Release of Liens and Claims in the format required by
Page 48 of 86
the Contracting Officer must accompany each Application for Payment.
Section 10.4 Stored Materials.
The Department shall not be required to pay for materials stored at the site or stored at other
locations absent prior written authorization to do so, which authorization may be withheld at the
Department's sole discretion. If the Department expressly agrees to pay for materials stored at
the site but not yet incorporated into the Work, the Application for Payment may also include a
request for payment of the cost of such materials, if the materials have been delivered to the site,
and suitably stored. Such requests shall be documented by appropriate invoices and bills of sale.
Payment for stored materials shall be conditioned also on the Contractor’s representation that it
has inspected the material and found it to be free from defect and otherwise in conformity with
this Agreement, and on satisfactory evidence that the materials are insured under the builder’s
risk policy. Further, if the Contractor requests the Department to allow payments for storage of
materials offsite, the Contractor shall be required, inter alia, to agree to execution of proper
documentation to afford the Department a secured interest in the materials upon payment.

Section 10.5 Contractor’s Certification.
Each Application for Payment shall be accompanied by the Contractor's signed
certification that:
Section 10.5.1. all amounts paid to the Contractor on the previous Application for
Payment that were attributable to Subcontractor Work or to materials or equipment being
supplied by any supplier have been paid over to the appropriate Subcontractors and suppliers;

Section 10.5.2. that all amounts currently sought for Subcontractor Work or supply
of materials or equipment are currently due and owing to the Subcontractors and material
or equipment suppliers;

Section 10.5.3. that all Work, materials or equipment for which payment is sought is,
to the best of the Contractor's knowledge, free from defect and meets all of the requirement set
forth in the Agreement.

Section 10.5.4. that the Contractor’s subcontracts include the clauses required by
subparagraphs (1) through (4) of D.C. Official Code §2-221.02(d) (2017); and
Section 10.5.5. The Contractor shall not include in an Application for Payment amounts
for Work for which the Contractor does not intend to pay.

Section 10.6 Lien Waivers.
Each Application for Payment shall be accompanied by written waivers of the right to
file a mechanic’s lien and all other claims, in a form substantially similar to Exhibit J for
the Contractor and all Subcontractors and material suppliers at all tiers who have supplied labor
or material or both for which payment is requested, subject only to receipt of payment. If the
Department so requests, the Contractor shall also submit unconditional waivers of liens for itself
and all Subcontractors and material suppliers at all tiers with respect to Work or materials or
equipment for which payment has been previously made, and additional forms of waiver
acknowledging receipt of final payment under the Agreement, and providing final release of
such liens.
Section 10.7 Warranty of Title.
Page 49 of 86
By submitting an Application for Payment, the Contractor warrants to the Department
that title to all Work for which payment is sought will pass to the Department, without
liens, claims, or other encumbrances, upon the receipt of payment by the Contractor. The
Department may require execution of appropriate documents to confirm passage of clear title.
Passage of title shall not operate to pass the risk of loss with respect to the Work in question.
Risk of loss remains with the Contractor until Substantial Completion, unless otherwise agreed
by the Department, in writing.
Section 10.8 Submission.
On the twenty -fifth day of each month the Contractor shall submit to the Department
(with a copy to the Program Manager) an Application for Payment, which Application for
Payment shall cover the entire month during which the Application for Payment is submitted.
All amounts formally submitted via Application for Payment and not disputed by the
Department shall be due and payable on the last day of the month following submission or, if
that is not a business day, on the following business day. If the Contractor and Department
are unable to agree on the amounts properly due and ow ing, the Department shall pay in
accordance with its good faith determination and the Contractor may protest and pursue a claim
as provided in this Agreement and the Standard Contract Provisions (Construction Contract).
Section 10.8.1 Invoice Submittal. The Contractor shall create and submit payment
requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The
Contractor shall submit proper invoices on a monthly basis. To constitute a proper invoice, the
Contractor shall enter all required information into the Portal after selecting the applicable
purchase order number which is listed on the Contractor’s profile.
Section 10.9 Right to Withhold Payments.
The Department will notify the Contractor within fifteen (15) days after receiving any
Application for Payment of any defect in the Application for Payment or the Contractor’s
performance which may result in the Department’s declining to pay all or a part of the requested
amount. The Department may withhold payment from the Contractor, in whole or part, as
appropriate, if:
10.9.1 the Work is defective and such defects have not been remedied; or
10.9.2 the Department has determined that the Contractor’s progress has fallen behind
the Project Schedule, and the Contractor fails, within ten (10) calendar days of the
Department’s written demand, to provide the Department with a realistic and
acceptable Recovery Plan in accordance with Section 5.18; or
10.9.3 the Contractor's monthly schedule update reflects that the Contractor has fallen
behind the Project Schedule, and the Contractor fails to include, in the same
monthly report, a realistic and acceptable Recovery Plan in accordance with
Section 5.18; or
10.9.4 the Contractor has failed to provide reports in full compliance with Section 5.5
of this Agreement; or
10.9.5 the Contractor has failed to pay Subcontractors or suppliers promptly or has made
false or inaccurate certifications that payments to Subcontractors or suppliers are
due or have been made; or
10.9.6 any mechanic’s lien has been filed against the Department, the site or any portion
thereof or interest therein, or any improvements on the site, even though the
Page 50 of 86
Department has paid all undisputed amounts due to the Contractor, and the
Contractor, upon notice, has failed to remove the lien, by bonding it off or
otherwise, within ten (10) calendar days; or
10.9.7 the Department has reasonable evidence that the Work will not be completed by
the Substantial Completion Date, as required, that the unpaid balance of the GMP
would not be adequate to cover actual or liquidated damages arising from the
anticipated delay; or
10.9.8 the Department has reasonable evidence that the Work cannot be completed for
the unpaid balance of the GMP; or
10.9.9 the Contractor is otherwise in substantial breach of this Agreement (including,
without limitation, failures to comply with LSDBE Utilization requirements;
or
10.9.10 the Application for Payment is incomplete, unsubstantiated and/or does not
contain sufficient documentation for evaluation by the Contracting Officer.
Section 10.10 Payment Not Acceptance.
Payment of any progress payment or final payment shall not constitute acceptance of
Work that is defective or otherwise fails to conform to the Agreement, or a waiver of any rights
or remedies the Department may have with respect to defective or nonconforming Work.

Section 10.11 Department Not Obligated to Others.
The Department shall have no obligation to pay or be responsible in any way for
payments to Subcontractor performing portions of the Work.

Section 10.12 Final Payment.
A final payment (“Final Payment”) shall be made by the Department to the Contractor
when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section 5.14, and
Exhibit D have been delivered to and are accepted by the Department; (iii) the Contractor
provides the Department a complete set of product manuals (O&M), training videos, and
warranties, as applicable; and (iv) a complete final Application for Payment and a final
accounting for the Cost of the Work have been submitted by the Contractor and reviewed by
the Department and, to the extent the Department determines appropriate, the Department’s
accountants. The Department shall make Final Payment not more than thirty (30) days after the
Department verifies the amount of the final payment set forth in a complete final Application
for Payment.
10.12.1 The amount of the Final Payment shall be calculated as follows:
10.12.1.1 Take the sum of the Cost of the Work substantiated by the Contractor’s
final accounting and the Preconstruction Fee and the Construction Management Fee
as adjusted to reflect whether the goals established in Exhibit M have been met; but
not more than the GMP.
10.12.1.2 Subtract amounts, if any, for which the Department withholds pursuant
to the Agreement.
10.12.1.3 Subtract the aggregate of previous payments made by the Department.
(If the aggregate of previous payments made by the Department exceeds the amount
Page 51 of 86
due the Contractor, the Contractor shall promptly reimburse the difference to the
Department).
10.12.1.4 The Final Payment shall take into account any savings accruing to
the Department or the Contractor.
10.12.2 The Department will review and report in writing on the Contractor’s
final accounting within 30 days after delivery of the final accounting to the Department by the
Contractor. Based upon Department’s determination of the Cost of the Work, and provided the
other conditions of Section 10.12.1 have been met, the Department will, within fifteen (15) days
after the Department’s determination, notify the Contractor of any amount that the Department
will withhold and the reasons therefor. The time periods stated in this Section10.12.2 supersede
those for typical progress payments.
10.12.3 If the Department determines that the Cost of the Work is that claimed
by the Contractor, the Contractor shall be entitled to proceed in accordance with Article 3 of the
Standard Contract Provisions (Construction Contract). Pending a final resolution of the
disputed amount, the Department shall pay the Contractor the amount that the Department
determines to be appropriate.
Page 52 of 86
Article 11 - INSURANCE

Section 11.1 Insurance Required by the Project

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 have its insurance broker or insurance
company submit a Certificate of Insurance to the 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. All
insurance s hall be written with financially responsible companies authorized to do
business in the District of Columbia or in the jurisdiction where the work is to be
performed and have an A.M. Best Company rating of A - / VII or higher. Should the
Contractor decide to engage a subcontractor for segments of the work under this contract,
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 by the CA, 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 and the CA. The Contractor must provide proof of the subcontractor's
required insurance to prior to commencement of work by the subcontractor. If the
Contractor decides to engage a subcontractor without requesting from ORM specific
insurance requirements for t he subcontractor, such subcontractor shall have the same
insurance requirements as the Contractor.

All required policies shall contain a waiver of subrogation provision in favor of the
Government of the District of Columbia.

The Government of the District of Columbia shall be included in all policies 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 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 In sured
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 self -insurance, including any deductible or retention,
Page 53 of 86
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 the 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 Grantee and subcontractors.

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 anothe r 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, including
ongoing and completed operations under a ll subcontracts, and covering claims for
bodily injury, including without limitation sickness, disease or death of any persons,
injury to or destruction of property, 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 each occurrence, a $2,000,000 general
aggregate (including a per location or per project aggregate limit endorsement, if
applicable) limit, a $1,000,000 personal and advertising injury limit, and a
$2,000,000 products -completed operations aggregate limit including explosion,
collapse and underground hazards.
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).

DGS should collect, review for accuracy and maintain all warranties for goods and
services.
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 coverage for all owned, hired, borrowed and non -
owned vehicles and equipment used by the Contractor, with minimum per accident
limits equal to the greater of (i) the limits set forth in the Contractor’s commercial
automobile liability policy or (ii) $1,000,000 per occurrence combined single li mit
for bodily injury and property damage. Form CA 99 48 03 06 Pollution Liability -
Broadened Coverage for Covered Autos - Business Auto, Motor Carrier and Truckers
must be endorsed onto the policy.
3. Workers’ Compensation Insurance - The Contractor shall provide evidence
Page 54 of 86
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.

All insurance required by this paragraph 3 shall include a waiver of subrogation
endorsement for the benefit of Government of the District of Columbia.

4. Cyber Liability Insurance - The Contractor shall provide evidence satisfactory to the
Contracting Officer of Cyber Liability Insurance, with limits not less than $2,000,000
per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad
to respond to the duties and obligations as is undertaken by Contractor in this
agreement and shall include, but not limited to, claims involving infringement of
intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to
or destruction of electronic information, release of private information, alteration of
electronic information, extortion and network security. The policy shall provide
coverage for breach response costs as well as regulatory fines and penalties as well
as credit monitoring expenses with limits suffici ent to respond to these obligations.
This insurance requirement will be considered met if the general liability insurance
includes an affirmative cyber endorsement for the required amounts and coverages.
5. 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 apply 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. Coverage 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 equal to the greater of (i) the limits set forth in
the Contractor’s pollution liability policy or (ii) $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 performance 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 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)
Page 55 of 86
accepting, 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.

6. Employment Practices Liability - The Contractor shall provide evidence satisfactory
to the Contracting Officer with respect to the operations performed to cover the
defense of claims arising from employment related wrongful acts including but not
limited to: Discrimination, Sexual Harassment, Wrongful Termination, Workplace
Torts, "Bullying" in "any location" and "by any means," including the Internet,
whether between employees of contractor or against third parties. Employment
Practices Liability coverage must specifically state Third Party Liability coverage is
included. Contractor will indemnify and defend the District of Columbia should it be
named co-defendant or be subject to or party of any claim. Coverage shall also extend
to Temporary Help Firms and Independent Contractors hired by Contractor. The
policy shall provide limits of not less than $1,000,000 for each wrongful act and
$2,000,000 annual aggregate for each wrongful act.

7. Installation-Floater Insurance - For projects not involving structures, 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.

8. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence
satisfactory to the Contracting Officer 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 physical 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. So called “silent” coverage under a commercial general liability or
professional liability policy will not be acceptable.
9. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits equal to the greater of (i) the limits set forth in the Contractor’s
umbrella or excess liability policy or (ii) $15,000,000 per occurrence and
$15,000,000 in the annual aggregate, following the form and in excess of all liability
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 maintained by the District and the “other insurance”
provision must be amended in accordance with this requirement and principles of
vertical exhaustion.
Construction Projects Controlled by the District
Page 56 of 86

For construction projects controlled by the District, the District will procure the
following policies with the District listed as the first named insured. Since the District
will control the placement of the policies, the District should not contractually bind
itself to secure coverage broader than the minimum that satisfy the interests of the
Contractor.

Builders Risk – The District shall purchase and maintain, in a company authorized to
do business in the jurisdiction in which the project is located, builders risk insurance,
written on an “all risk”, special causes of loss or equivalent form. Builders risk
coverage will include boiler and machinery / equipment breakdown, earthquake and
flood perils. Building ordnance and terrorism coverage will be included.

The deductible shall not exceed $25,000 except for earthquake, flood, windstorm,
water damage or other perils at the discretion of the District and as available in the
insurance industry.

The project limit shall equal the replacement value of the structure, including
coverage for property in transit and stored off premises.

At the discretion of the District, builders risk coverage will extend to soft costs and
delayed completion.
Builders risk insurance shall include the interests of The Government of the District
of Columbia, the Contractor, Subcontractors and Sub – subcontractors in the project.

B. 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.

C. DURATION. The Contractor shall carry all required insurance until all contract work is
accepted by 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.

D. LIABILITY. These are the required minimum insurance requirements established by the
District of Columbia. However, the required minimum insurance requirements provided
above will not in any way limit the contractor’s liability under this contract.

E. 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 District of Columbia.

Page 57 of 86
F. MEASURE OF PAYMENT. The District 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.

G. 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 coverage and / or limit
changes or if the policy is canceled prior to the expiration date shown on the certificate.
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.

H. CERTIFICATES OF INSURANCE. The Contractor shall submit certificates of
insurance giving evidence of the required coverage as specified in this section prior to
commencing work. Certificates of insurance must reference the corresponding contract
number. Evidence of insurance shall be submitted to:

The Government of the District of Columbia
And emailed to the attention of:
Suzi Tabot
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Avenue | 5th floor
Washington, DC 20019
suzi.tabot@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 expires 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).

I. DISCLOSURE OF INFORMATION. The Contractor agrees that the District may
disclose the name and contact information of its insurers to any third party which presents
a claim against the District 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.

J. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in
Page 58 of 86
connection with this contract shall be written by insurance companies with an A.M. Best
Insurance Guide rating of at least A - VII (or the equivalent by any other rating agency)
and licensed in the District.
Page 59 of 86
Article 12 - ECONOMIC INCLUSION REQUIREMENTS

Section 12.1 LSDBE Utilization.
If the Contractor subcontracts any work, at least (35%) of the dollar volume of the Agreement shall
be subcontracted with small business enterprises (“SBE”). If there are insufficient qualified SBEs then
the subcontracting may be satisfied by subcontractin g (35%) of the dollar volume to any qualified
certified business enterprises (“CBE”). For subcontracted work, pass through entities will not count
toward this goal. In order to count toward the subcontracting requirement, the SBE must perform at least
(35%) of the work that is being counted toward the goal with its own forces. The Local, Small, and
Disadvantaged Business Enterprises (“LSDBE”) certification shall be, in each case, as of the effective
date of the applicable subcontract. Supply agreements wit h material suppliers shall be counted toward
meeting this goal. The Contractor has developed a Subcontracting Plan that is attached hereto as Exhibit
Q. The Contractor shall comply with the terms of the SBE Subcontracting Plan in making purchases and
administering its subcontracts and supply agreements.

Section 12.2 Mandatory Subcontracting Requirements

Section 12.2.1 Unless the Director of DSLBD has approved a waiver in writing, in
accordance with D.C. Official Code § 2-218.51, for all contracts in excess of $250,000, at least
35% of the dollar volume of the contract shall be SBEs.
Section 12.2.2 If there are insufficient SBEs to completely fulfill the requirement of
Section 13.2.1, then the subcontracting may be satisfied by subcontracting 35% of the dollar
volume to any CBEs; provided, however, that all reasonable efforts shall be made to ensure
that SBEs are significant participants in the overall subcontracting work.
Section 12.2.3 A prime contractor that is certified by DSLBD as a LSDBE shall not
be required to comply with the provisions of Sections 12.2.1 and 12.2.2.
Section 12.2.4 Except as provided in Sections 12.2.1 and 12.2.2, a prime contractor
that is a CBE and has been granted a proposal preference pursuant to D.C. Official Code § 2-
218.43, or is selected through a set -aside program, shall perform at least 35% of the
contracting effort with its own organization and resources and, if it subcontracts, 35% of the
subcontracting effort shall be with CBEs. A CBE prime contractor that perfo rms less than
35% of the contracting effort shall be subject to enforcement actions under D.C. Official Code
§ 2-218.63.
Section 12.2.5 A prime contractor that is a certified joint venture and has been granted
a proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-
aside program, shall perform at least 50% of the contracting effort with its own organization
and resources and, if it subcontracts, 35% of the subcontracting effort shall be with CBEs. A
certified joint venture prime contractor that performs less than 50% of the contracting effort
shall be subject to enforcement actions under D.C. Official Code § 2-218.63.
Section 12.2.6 Each CBE utilized to meet these subcontracting requirements
shall perform at least 35% of its contracting effort with its own organization and
resources.

Page 60 of 86
Section 12.3 Subcontracting Plan
If the Contractor is required by law to subcontract under this Agreement, then the
subcontracting plan submitted with its Proposal, may only be amended with the prior written
approval of the Contracting Officer and Director of DSLBD, as previously stated herein; and,
any reduction in the dollar volume of the subcontracted portion resulting from an amendment of
the Subcontracting Plan shall inure to the benefit of the District. The 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.

Section 12.4 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 Contracting Officer, City
Administrator (CA), District of Columbia Auditor and the Director of DSLBD.

Section 12.5 Subcontracting Plan Compliance Reporting
Section 12.5.1 If the Contractor has a subcontracting plan required by law
for this contract, the Contractor shall submit a quarterly report to the CO, CA, 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.
Section 12.5.2 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.

Section 12.6 Annual Meetings
Upon at least 30 -days written notice provided by DSLBD, the Contractor shall meet annually
with the CO, CA, District of Columbia Auditor and the Director of DSLBD to provide an update
on its subcontracting plan.

Section 12.7 DSLBD Notices
The Contractor shall provide written notice to the DSLBD and the District of Columbia Auditor
upon commencement of the contract and when the contract is completed.

Section 12.8 Enforcement and Penalties for Breach of Subcontracting Plan
Section 12.8.1 A contractor shall be deemed to have breached a subcontracting plan
Page 61 of 86
required by law, if the contractor (i) fails to submit subcontracting plan monitoring
or compliance reports or other required subcontracting information in a reasonably timely
manner; (ii) submits a monitoring or compliance report or other required subcontracting
information containing a materially false statement; or (iii) fails to meet its subcontracting
requirements.

Section 12.8.2 A contractor that is found to have breached its subcontracting plan for
utilization of CBEs in the performance of a contract shall be subject to the imposition of
penalties, including monetary fines in accordance with D.C. Official Code § 2-218.63.
Section 12.8.3 If the CO determines the Contractor’s failure to be a material breach of the
contract, the CO shall have cause to terminate the contract under the default provisions in
clause 5 of the SCP, Default.

Section 12.8.4 Neither the Contractor nor a Subcontractor may remove a Subcontractor
or tier-Subcontractor if such Subcontractor or tier -Subcontractor is certified as an LSDBE
company unless the Department approves of such removal, in writing. The Department may
condition its approval upon the Contractor developing a plan that is, in the Department’s
sole and absolute judgment, adequate to maintain the level of LSDBE participation on the
Project.
Section 12.9 Equal Employment Opportunity and Hiring of District Residents
Section 12.9.1 The Contractor shall comply with applicable laws, regulations and special
requirements of the Contract Documents regarding equal employment opportunity and
affirmative action programs. 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 Exhibit
O. A contract award cannot be made to any contractor that has not satisfied the equal
employment requirements.
Section 12.9.2 The Contractor shall ensure that at least fifty -one percent (51%) of the
Contractor’s team and every subconsultant’s and subcontractor’s employees hired after the
effective date of the Agreement, or after such subconsultant or subcontractor enters into
a contract with the Contractor, to work on the Project shall be residents of the District of
Columbia. This percentage shall be applied in the aggregate, and not trade by trade. In
addition, the Contractor shall use commercially reasonable best efforts to comply with
the workforce percentage goals established by the recently adopted amendments to the First
Source Employment Agreement Act of 1984 (D.C. Code §§ 2 -219.01 et seq. ) and any
implementing regulations, including but not limited to the following requirements:

(i) At least 20% of journey worker hours by trade shall be performed by District
residents;
(ii) At least 60% of apprentice hours by trade shall be performed by District
residents;
(iii) At least 51% of the skilled laborer hours by trade shall be performed by District
residents; and

Page 62 of 86
(iv) At least 70% of common laborer hours shall be performed by District residents.

Section 12.10 Economic Inclusion Reporting Requirements
Section 12.10.1 Upon execution of the Agreement, the Contractor and all its member
firms, if any, and each of its Subcontractors shall submit to the Department a list of current
employees and apprentices that will be assigned to the Agreement, the date they were hired and
whether or not they live in the District of Columbia.

Section 12.10.2 The Contractor and its constituent entities shall comply with subchapter
X of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code, and all
successor acts thereto and the rules and regulations promulgated thereunder. The Contractor and
all member firms and Subcontractors shall execute a First Source Agreement with the District
of Columbia Department of Employment Services (“DOES”) (Exhibit T) prior to beginning
Work at the Project site.

Section 12.10.3 The Contractor shall maintain detailed records relating to the general
hiring of District of Columbia and community residents.

Section 12.10.4 The Contractor shall be responsible for: (i) including the provisions of
Section 12.10 in all subcontracts; (ii) collecting the information required in Section 12.10 from
its Subcontractors; and (iii) providing the information collected from its Subcontractors in the
reports required to be submitted by the Contractor pursuant to Section 12.10.
Section 12.11 Compliance with the Apprenticeship Act. The District of Columbia
Apprenticeship Act of 1946, D.C. Official Code §§ 32-1401 et seq. ("Apprenticeship Act"),
as amended, may apply to this Project. All subcontractors selected to perform work on the
Project on a craft -by-craft basis shall be required to comply with this Apprenticeship Act.
All terms and conditions of the Apprenticeship Act, D.C. Apprenticeship Council Rules and
Regulations, as well as any federal requirements, shall be implemented. The Contractor shall
be liable for any subcontractor non-compliance. Thirty-Five percent (35%) of all apprentice
hours worked shall be performed by District residents.
Page 63 of 86
Article 13 - LIQUIDATED DAMAGES

Section 13.1 Delay in Submission of Deliverables
The Contractor acknowledges that the Department is engaging the Contractor to provide an
extensive level of preconstruction support services to minimize the potential for cost overruns,
schedule delays or the need for extensive Value Engineering/re-design late in the Project and
that the certain preconstruction deliverables are key to identify the value of such services. Subject to
the terms set forth in Section 4.11, if the Contractor fails to provide any of the deliverables set
forth in Exhibit C, the Contractor shall pay to the Department liquidated damages in the amount
set forth in the Project Information Section of this Agreement for each such deliverable that is not
timely submitted.
Section 13.2 Delay in Substantial Completion.
If the Contractor fails to achieve Substantial Completion of the Project 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 set forth in the Project
Information Section of this Agreement per day for each calendar day of delay for failure to meet
the applicable Substantial Completion Date. The Contractor and the Department agree that the
liquidated damages set forth in this Article do not constitute, and shall not be deemed, a penalty
but represent a reasonable approximation of the damages to the Department associated with a delay
in the Project. These damages shall not apply if the delay is the result of force majeure and the
Contractor otherwise complies with the provisions set forth in the collective Standard Contract
Provisions.

Section 13.3 Early Completion.
In the event the Contractor achieves Substantial Completion of the Project prior to the
Substantial Completion Date, the Contractor shall maintain the completed Project, at its own
expense, until such time that the Department agrees to occupy and use the Project for its intended
use.
Page 64 of 86
Article 14 - MISCELLANEOUS PROVISIONS

Section 14.1 Ownership and Use of Documents.
The Drawings, Specifications and other documents prepared by the A/E and copies
thereof furnished to the Contractor, are for use solely with respect to this Project. They are
not to be used by the Contractor, Subcontractors, Sub - subcontractors or suppliers on other
projects, or for additions to this Project outside the scope of the Work, without the specific
written consent of the Department and the Architect/Engineer. The referenced Drawing,
Specifications and other documents shall become the property of the Department.
Section 14.2 Assignment.
The Department and Contractor respectively bind themselves, their partners,
members, joint venturers, constituent entities, successors, assigns and legal representative to
the other party hereto and to partners, members, joint venturers, constituent entities,
successors, assigns and legal representatives of such other party in respect to covenants,
agreements and obligations contained in the Agreement. Neither party to the Agreement shall
assign the Agreement or its rights and obligations under the Agreement, without written
consent of the other party. If either party attempts to make such an assignment without such
consent, that party shall nevertheless remain legally responsible for all obligations under the
Agreement.
Section 14.3 Buy American Act Provision.
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 (Exhibit I) regarding compliance with the Buy American
Act, the language in this section should supersede.
14.3.1 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
Page 65 of 86
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.
14.3.2 Domestic Construction Material. “Construction material” means any article, material
or supply brought to the construction site for incorporation in the building or work. An
unmanufactured construction material is a “domestic construction material” if it has
been mined or produced in the United States. A manufactured construction material is
a “domestic construction material” if it has been manufactured in the United States and
if the cost of its components which have been mined, produced, or manufactured in the
United States exceeds 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, for 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 constitute s less
than 5 percent of the cost of all the components used in such construction material.
14.3.3 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.
14.3.4 Foreign Construction Material. “Foreign construction material” means a construction
material other than a domestic construction material.

Section 14.4 The Quick Payment Clause

14.4.1 Interest Penalties to Contractors
14.4.1.1 The District will pay interest penalties on amounts due to the Contractor
under the Quick Payment Act, D.C. Official Code §2 -221.01 et seq ., 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 1% per month.
No interest penalty shall be paid if payment for the completed delivery of the item of
property or service is made on or before the required payment date:
a. The date on which payment is due under the terms of the Contract;
b. Not later than 7 calendar days, excluding legal holidays, after the date of
delivery of meat or meat food products;
Page 66 of 86
c. Not later than 10 calendar days, excluding legal holidays, after the date
of delivery of a perishable agricultural commodity; or
d. 30 calendar days, excluding legal holidays, after receipt of a proper
invoice for the amount of the payment due, if a specific date on which
payment is due is not established by contract;

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

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

14.4.2 Payments to Subcontractors
14.4.2.1 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 this contract:

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

14.4.2.2 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 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:

14.4.2.3
a) the 3rd day after the required payment date for meat or a meat product;
b) the 5th day after the required payment date for an agricultural commodity; or
c) the 15th day after the required payment date for any other item.

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.

14.4.2.4 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 of Columbia may not be interpleaded in any judicial or
Page 67 of 86
administrative proceeding involving such a dispute.

14.4.3 Subcontractor Quick Payment Clause Flow-Down Requirements

14.4.3.1 The Contractor shall include in each subcontract under this Contract a
provision requiring the subcontractor to include in its contract(s) 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).
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).
14.4.4 Requirements for Change Order payments
14.4.4.1 The Department and the Contractor are prohibited from requiring a
prime contractor or a subcontractor to undertake any work that is determined to be beyond
the original scope of the prime contractor's or a subcontractor's contract or subcontract,
including work under a District-issued change order, when the additional work increases
the contract price beyond the not -to-exceed price or negotiated maximum price of the
underlying contract, unless the Contracting Officer:

(i) Agrees with the prime contractor and, if applicable, the subcontractor on a price for the
additional work;

(ii) Obtains a certification from the Chief Financial Officer that there are sufficient funds to
compensate the prime contractor and, if applicable, the subcontractor for the additional
work;

(iii) Has made a written, binding commitment with the prime contractor to pay for the
additional work within 30 days after the prime contractor submits a proper invoice for the
additional work to the contracting officer; and
(iv) Gives written notice of the funding certification from the Chief Financial Officer to
the prime contractor;
14.4.4.2 The Contractor is required to include in its subcontracts a
clause that requires the prime contractor to:

(i) Within 5 business days of receipt of the notice required under subparagraph (A)(iv) of
this paragraph, provide the subcontractor with notice of the approved amount to be
paid to the subcontractor based on the portion of the additional work to be completed
by the subcontractor;
(ii) Pay the subcontractor any undisputed amount to which the subcontractor is entitled
for any additional work within 10 days of receipt of payment for the additional work
from the District; and

(iii) If the prime contractor withholds payment from a subcontractor, notify the
subcontractor in writing and state the reason why payment is being withheld and
provide a copy of the notice to the contracting officer; and

Page 68 of 86
14.4.4.3 The Department, Contractor, prime contractor, or a subcontractor are
prohibited from declaring another party to the contract to be in default or assessing,
claiming, or pursuing damages for delays in the completion of the construction due
to the inability of the parties to agree on a price for the additional work.
Section 14.5 Contract Work Hours And Safety Standards Act Provision. The
Contractor agrees that the applicable work performed under this Agreement shall be subject
to the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333).

Section 14.6 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 the
DC Official Code §22-2514 and §§2-381.01 et seq. In the event that it is discovered that the
Contractor has made a false, fraudulent or unsupported statement or claim to the Department,
the Department may terminate this Agreement without liability.
Section 14.7 Interpretation of Contract and Order of Precedence. All of the
documents comprising the Agreement should be read as complementary, so that what is called
for by one is called for by all. Ambiguities shall be construed in favor of a broader scope of
work for the Contractor, as the intent of the Agreement is, with specific identified exceptions,
to require the Contractor to assume entire responsibility for construction of the Project. If
there is any inconsistency among the documents comprising the Agreement, the order of
precedence among them is as follows, with the first listed document having the highest
priority:
(1) This Agreement and its Modifications, Change Orders, Change Directives and any
Exhibits thereto;
(2) The Department’s collective Standard Contract Provisions, as amended, and any
missing term in this Agreement shall be addressed in accordance with the collective
Standard Contract Provisions; and
(3) The Construction Documents as approved by the Department.

Section 14.8 Independent Contractor. The Contractor and the Contractor’s employees: (1)
shall perform the services specified herein as independent contractors, not as employees or
agent of the District, or joint venture or partner with the District; (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 Agreement; (3) shall be free from supervision or control
by any government employee with respect to the manner or method of performance of the
service specified; but (4) shall, pursuant to the government’s right and obligation to inspect,
accept or reject work, comply with such general direction of the C O, or the duly authorized
representative of the CO as is necessary to ensure accomplishment of the Agreement
objectives. The Contractor shall have exclusive authority to manage, direct, and control the
work, and shall be responsible for all means, methods, techniques, sequences, and procedures,
as well as for Project safety. In carrying out all its obligations under the Agreement, the
Contractor shall act as an independent contractor and not as an employee or agent of the
Department, nor as a joint venture or partner of the Department.
Section 14.9 No Third -Party Beneficiary Rights. Nothing in this Agreement shall be
construed as creating third -party beneficiary rights in any person or entity, except as
otherwise expressly provided in this Agreement.
Page 69 of 86

Section 14.10 Media Releases. Neither the Contractor, its employees, agents or
Subcontractors or material suppliers shall make any press release or similar media release
related to the Project unless such press release have been discussed with the Department prior
to its issuance.
Section 14.11 Construction. This Agreement shall be construed fairly as to all Parties and
not in favor of or against any party, regardless of which party prepared the Agreement.
Section 14.12 Notices. All notices or communications required or permitted under the
Agreement shall be in writing and shall be hand delivered or sent by telecopier or by
recognized overnight carrier to the intended recipient at the address stated below, or to such
other address as the recipient may have designated in writing. Any such notice or
communication shall be deemed delivered as follows: if hand delivered, on the day so
delivered, if sent by telecopier, on confirmation of successful transmission, a nd if sent by
recognized overnight carrier, the next business day.

If to the Department:
Eric Njonjo
Acting Chief Procurement Officer
Department of General Services
3924 Minnesota Ave, NE, 5th Floor
Washington, DC 20019
If to the Contractor:

Reeve Johnson
Project Executive MCN Build, Inc.
1214 28th Street NW
Washington, DC 20007
This Section shall be read as imposing minimum requirements for distribution of required
contractual notices, and not as displacing distribution requirements with respect to design
documents, construction submittals, periodic reports, and other documents.

Section 14.13 Limitations. The Contractor agrees that any statute of limitations applicable to
any claim or suit by the Department arising from this Agreement or its breach shall be
controlled by applicable District of Columbia law.

Section 14.14 Survival. All agreements warranties, and representations of the Contractor
contained in the Agreement or in any certificate or document furnished pursuant to the
Agreement shall survive termination or expiration of the Agreement.

Section 14.15 No Waiver. If the Department waives any power, right, or remedy arising from
the Agreement or any applicable law, the waiver shall not be deemed to be a waiver of the
power, right, or remedy on the later recurrence of any similar events. No act, delay, or course
of conduct by the Department shall be deemed to constitute the Department's waiver, which
may be effected only by an express written waiver signed by the Department.
Page 70 of 86
Section 14.16 Remedies Cumulative. Unless specifically provided to the contrary in the
Agreement, all remedies set forth in the Agreement are cumulative and not exclusive of any
other remedy the Department may have, including, without limitation, at law or in equity. The
Department's rights and remedies will be exercised at its sole discretion, and shall not be
regarded as conferring any obligation on the Department's to exercise those rights or remedies
for the benefit of the Contractor or any other person or entity.

Section 14.17 Headings/Captions. The headings or captions used in this Agreement or its
table of contents are for convenience only and shall not be used in interpreting the Agreement.
Section 14.18 Entire Agreement; Modification. The Agreement supersedes all
contemporaneous or prior negotiations, representations, course of dealing, or agreements,
either written or oral. No modifications to the Agreement shall be effective against the
Department unless made in writing signed by both the Department and the Contractor, unless
otherwise expressly provided to the contrary in the Agreement. Notwithstanding the foregoing,
nothing herein shall be construed to limit the Department’s ability to un ilaterally modify the
Agreement.
Section 14.19 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement, and in lieu of each such invalid, illegal or unenforceable provision, there shall be
added automatically as a part of this Agreement a provision as similar in terms to such invalid,
illegal or unenforceable provision as may be possible and be valid, legal and enforceable; each
part of this Agreement is intended to be severable.

Section 14.20 Anti-Deficiency Acts. The obligations and responsibilities of the Department
under the terms of the Agreement, or any subsequent agreement entered into pursuant to this
Agreement or referenced herein (to which the Department is a party), are and shall remain
subject to the pr ovisions of: (i) the federal Anti -Deficiency Act, 31 U.S.C. §§ 1341, 1342,
1349-1351, 1511-1519 (2004) (the “Federal ADA”), and D.C. Official Code §§ 1 -206.03(e)
and 47-105 (2001); (ii) the District of Columbia Anti -Deficiency Act, D.C. Official Code §§
47-355.01 – 355.08 (2004 Supp.)(the “ D.C. ADA” and (i) and (ii) collectively, as amended
from time to time, the “ Anti- Deficiency Acts ”); and (iii) Section 446 of the District of
Columbia Home Rule Act, D.C. Official Code § 1 -204.46 (2001). Pursuant to the Anti -
Deficiency Acts, nothing in this Agreement shall create an obligation of the Department in
anticipation of an appropriation by Congress for such purpose, and the Department’s legal
liability for payments and other cha rges under this Agreement shall not arise or obtain in
advance of the lawful availability of appropriated funds for the applicable fiscal year as
approved by Congress. IN ACCORDANCE WITH § 446 OF THE HOME RULE ACT,
D.C. CODE § 1-204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS AUTHORIZED
TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE AGREEMENT OR
CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN APPROVED, IS
LAWFULLY AVAILABLE AND APPROPRIATED BY ACT OF CONGRESS

Section 14.20.1 The Department agrees to exercise all lawful authority available to it to
satisfy the financial obligations of the Department that may arise under this Agreement.
During the term of this Agreement, the Mayor of the District of Columbia or other
appropriate official shall, for each fiscal period, include in the budget application
submitted to the Council of the District of Columbia the amount necessary to fund the
Page 71 of 86
Department’s known potential financial obligations under this Agreement for such fiscal
period. In the event that a request for such appropriations is excluded from the budget
approved by the Council and submitted to Congress by the President for the appli cable
fiscal year or if no appropriation is made by Congress to pay any amounts due under this
Agreement for any period after the fiscal year for which appropriations have been made,
and in the event appropriated funds for such purposes are not otherwise l awfully
available, the Department will not be liable to make any payment under this Agreement
upon the expiration of any then -existing appropriation, the Department shall promptly
notify the Contractor and this Agreement shall immediately terminate upon the expiration
of any then-existing appropriation.

Section 14.20.2 Notwithstanding the foregoing, no officer, employee, director, member
or other natural person or agent of the District or Department shall have any personal
liability in connection with the breach of the provisions of this Section or in the event of
non-payment by the Department under this Agreement.

Section 14.20.3 This Agreement shall not constitute an indebtedness of the District and/or
the Department nor shall it constitute an obligation for which the Department is obligated
to levy or pledge any form of taxation or for which the District has levied or pledged any
form of taxation. No District of Columbia Official or employee is authorized to obligate
or expend any amount under this Agreement unless such amount has been appropriated
by Act of Congress and is lawfully available.

Section 14.21 Time. Time, if stated in a number of days, will be calendar days and thus
include Saturdays, Sundays, and holidays, unless otherwise stated herein.

Section 14.22 Davis-Bacon Act and 29 CFR 5.5 Davis Bacon Provision.
The Davis-Bacon Act (40 U.S.C.A. §§ 3141-3148) and 29 CFR 5.5 Davis Bacon Provision are
applicable to this Project. As such, the Contractor and its trade subcontractors shall comply
with the wage and reporting requirements imposed by that Act Exhibit F1 and Exhibit F2.
At such time as the Contractor is preparing its GMP, the Contractor shall include the current
Davis-Bacon wage rates in its GMP.
Section 14.23 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
(Exhibit R).

Section 14.24 Intentionally Deleted.

Section 14.25 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.

Section 14.26 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.
Page 72 of 86

Section 14.27 Gratuities Not to Benefit Provisions.
If it is found, after notice and hearing, by the Department that gratuities (in the form of
entertainment, gifts, payment, offers of employment, or otherwise) were offered or given by the
Contractor, or any agent or representative of the Contractor, to any official, employee or agent of
the Department or the District with a view toward securing the Agreement or any other contract or
securing favorable treatment with respect to the awarding or amending, or the making of any
determinations with respect to the performance of the Agreement, the Department may, by written
notice to the Contractor, terminate the right of the Contractor to proceed under the Agreement and
may pursue such other rights and remedies provided by law and under the Agreement.

14.27.1 In the event the Agreement is terminated as provided in Article 16 of this Agreement, the
Department shall be entitled:
a. to pursue the same remedies against the Contractor as it could pursue in the event of a
breach of the Agreement by the Contractor; and
b. as a penalty in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the Department) which shall be not
less than ten times the costs incurred by the Contractor in providing any such gratuities.

Section 14.27.2 No member of, nor delegate to Congress, Mayor or City Council Member, nor the
Department nor an employee of the District or employee of the Department shall be admitted to any
share or part of the Agreement or to any benefit that may arise therefrom, and all agreements entered
into by the CO of the Department in which he or she be personally interested as well as all
agreements made by the Department in which the Mayor or City Council Member or employee of
the District shall be personally interested shall be void and no payments shall be made on any such
contracts by the Department; but this provision shall not be construed or extend to the agreement if
the share of or benefit to the member of, or delegate to Congress, Mayor or City Council M ember,
or employee of the District is de minimis.

Section 14.28 Ethical Standards for the Department's Employees and Former Employees. The
Department expects the Contractor to observe the highest ethical standards and to comply with all
applicable laws, rules, and regulations governing ethical conduct or conflicts of interest. Neither the
Contractor, nor any person associated with the C ontractor, shall provide (or seek reimbursement
for) any gift, gratuity, favor, entertainment, loan, or other thing of value to any employee of the
District or the Departmen t not in conformity with applicable law, rules or regulations. The
Contractor shall not engage the services of any person or persons in the employment of the
Department or the District for any work required, contemplated, or performed under the Agreement.
The Contractor may not assign to any former employee or District employee or agent who has joined
the Contractor’s firm any matter on which the former employee, while employed by the Department,
had material or substantial involvement in the matter. The Contractor may request a waiver to permit
the assignment of such matters to former personnel on a case -by-case basis. The Contractor shall
include in every subcontract a provision substantially similar to this section so that such provisions
shall be binding upon each Contractor or vendor.

Section 14.29 Non-Discrimination in Employment Provisions.
14.29.1 District of Columbia Human Rights Act
a. The Contractor shall not discriminate in any manner against any employee or applicant for
Page 73 of 86
employment that would constitute a violation of the District of Columbia Human Rights Act,
effective December 13, 1977, as amended (D.C. Law 2-38; D.C. Official Code § 2-1401.01 et seq.)
(“Act”, as used in this clause). The Contractor shall include a similar clause in all subcontracts,
except subcontracts for standard commercial supplies or raw materials. In addition, the Contractor
agrees, and any subcontractor shall agree, to post in conspicuous places, available to employees and
applicants for employment, a notice setting forth the provisions of this non-discrimination clause as
provided in section 251 of the Act.

b. Pursuant to Mayor’s Order 85 -85, (6/10/85), Mayor’s Order 2002 -175 (10/23/02), Mayor’s
Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter 11 of Title 4 of the
D.C. Municipal Regulations, the following clauses apply to the Contract:
1. The Contractor shall not discriminate against any employee or applicant for employment
because of race, color, religion, national origin, sex, age, marital status, personal appearance, sexual
orientation, family responsibilities, matriculation, political affiliation, or physical handicap.
2. The Contractor agrees to take affirmative action to ensure that applicants are employed, and
that employees are treated during employment, without regard to their race, color, religion, national
origin, sex, age, marital status, personal appearance, sex ual orientation, family responsibilities,
matriculation, political affiliation, or physical handicap. The affirmative action shall include, but
not be limited to, the following:

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

3. Unless otherwise permitted by law and directed by the Department, the Contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices to be
provided by the Department setting forth the provisions paragraphs 1 and 2 of Section 15.28.1(b)
of this Agreement, concerning non-discrimination and affirmative action.
4. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf
of the Contractor, state that all qualified applicants will receive consideration for employment
pursuant to the non-discrimination requirements set forth in Section 14.29.3.
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 Department, advising each labor union or workers' repr esentative of the Contractor’s
commitments under this Section 14.29.1, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
6. The Contractor agrees to permit access by the Department to all books, records and accounts
pertaining to its employment practices for purposes of investigation to ascertain compliance with
this Section 14.29.1, and to require under terms of any Subcontractor agreement each Subcontractor
to permit access of the Subcontractors, books, records, and accounts for such purposes.
7. The Contractor shall include in every subcontract this Section 14.29.1 so that such provisions
shall be binding upon each subcontractor or vendor.
8. The Contractor shall take such action with respect to any subcontract as the CO may direct as
a means of enforcing these provisions, including sanctions for noncompliance; provided, however,
that in the event the Contractor becomes involved in, or is th reatened with, litigation with a
Page 74 of 86
Subcontractor or vendor as a result of such direction by the Department, the Contractor may request
the District to enter into such litigation to protect the interest of the District.
Section 14.29.2 Pregnant Workers Fairness
a. The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of 2016, D.C.
Official Code § 32-1231.01 et seq. (PPWF Act).
b. The Contractor shall not:

1. Refuse to make reasonable accommodations to the known limitations related to pregnancy,
childbirth, related medical conditions, or breastfeeding for an employee, unless the Contractor can
demonstrate that the accommodation would impose an undue hardship;
2. 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:
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to an employee, or a job applicant, if the denial is based on
the need of the employer to make reasonable accommodations to the known limitations related to
pregnancy, childbirth, related medical conditions, or breastfeeding;
4. 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 rela ted medical conditions, or
breastfeeding or the accommodation is not necessary for the employee to perform her duties;
5. Require an employee to take leave if a reasonable accommodation can be provided; or
6. Take adverse action against an employee who has been absent from work as a result of a
pregnancy-related condition, including a pre-birth complication.
c. The Contractor shall post and maintain in a conspicuous place a notice of rights in both English
and Spanish and provide written notice of an employee's right to a needed reasonable
accommodation related to pregnancy, childbirth, related medical conditions , or breastfeeding
pursuant to the PPWF Act to:
1. New employees at the commencement of employment;
2. Existing employees; and
3. An employee who notifies the employer of her pregnancy, or other condition covered by the
PPWF Act, within 10 days of the notification.
d. The Contractor shall provide an accurate written translation of the notice of rights to any non-
English or non-Spanish speaking employee.
e. Violations of the PPWF Act shall be subject to civil penalties as described in the PPWF Act.

14.29.3 UNEMPLOYED ANTI-DISCRIMINATION
a. The Contractor shall comply with the Unemployed Anti -Discrimination Act of 2012, D.C.
Official Code § 32-1361 et seq. (“Anti- Discrimination Act”).
Page 75 of 86
b. The Contractor shall not:
1. Fail or refuse to consider for employment, or fail or refuse to hire, an individual as an employee
because of the individual's status as unemployed; or
2. Publish, in print, on the Internet, or in any other medium, an advertisement or announcement
for any vacancy in a job for employment that includes:
i. Any provision stating or indicating that an individual's status as unemployed disqualifies the
individual for the job; or
ii. Any provision stating or indicating that an employment agency will not consider or hire an
individual for employment based on that individual's status as unemployed.
c. Violations of the Unemployed Anti -Discrimination Act shall be subject to civil penalties as
described in the Anti- Discrimination Act.
Section 14.30 ASSIGNMENT OF CONTRACT PAYMENTS
a. Subject to this Section 14.30, in accordance with Title 27 DCMR Section 3250, the Contractor
may assign due or to become due as a result of the performance of this Contractor to a bank, trust
company, or other financing institution funds.
b. Any assignment shall cover all unpaid amounts payable under this Agreement and shall not be
made to more than one party.
c. 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 th e 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).”

Section 14.31 FREEDOM OF INFORMATION ACT (“FOIA”)
The District of Columbia Freedom of Information Act, at D.C. Official Code § 2-532 (a-3), requires
the District to make available for inspection 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
PM designated in Section 2.6 of this Agreement who will provide the request to the FOIA Officer
for the agency with programmatic responsibility in accordance with the D.C. Freedom of
Information Act. If the agency with programmatic responsibility receives a request for a record
maintained by the Contractor pursuant to the Contract, the PM will forward a copy to the Contractor.
In either event, the Contractor is required by law to provide all responsive records to the PM within
the timeframe designated by the PM. The FOIA Officer for the agency with programmatic
responsibility will determine the releasability of the records. The District will reimburse the
Contractor for the costs of searching and copying the records in accordance with D.C. Official Code
§2-532 and Chapter 4 of Title 1 of the D.C. Municipal Regulations.

Section 14.32 CAMPAIGN FINANCE REFORM ACT
Prior to the execution of this Contract, the Contractor shall complete and submit to the Department
a completed Campaign Finance Reform Act Self -Certification Form, Exhibit S, pursuant to D.C.
Official Code § 1-1161.01.
Page 76 of 86
Article 15 - TERMINATION OR SUSPENSION

Section 15.1 All terminations or suspensions arising out of or under this Agreement shall
be in accordance with the terms of the Standard Contract Provisions.

Section 15.2 Failure to Agree Upon GMP. The Department shall have the right to terminate
this Agreement in the event that the Department and the Contractor are unable to agree
upon a GMP for the Project and the Department shall have the right, but not the obligation, to
assume any of the Contractor’s trade subcontracts upon such terms and conditions as requested
by the Department. The Department’s decision to terminate under this Section shall be made
in the Department’s sole and absolute judgment and shall not be subject to review by any
reviewing body, including, but not limited to, arbitrators appointed under this Agreement or
any court of competent jurisdiction.

Section 15.3 Termination for Default . The Department may terminate the Agreement for
default if the Contractor fails to perform any of its duties or obligations under the Agreement.
In particular, but without limitation, the Department may terminate the Agreement if:

1. The Contractor fails to perform the Work diligently, in accordance with the
Project Schedule or to make such progress in the Work as the Department
reasonably believes is necessary to complete the Project within the time
required by the Agreement; or

2. The Contractor fails to perform the Work in a good and workmanlike manner
or to correct defects in the Work promptly upon notice by the Department; or

4. The Department reasonably determines that the Contractor has abandoned the
Work, or has failed to pay laborers, mechanics, materialmen, Subcontractors
or suppliers when payment is due; or

5. The Contractor becomes insolvent, makes an assignment for the benefit of
creditors, files a voluntary petition under any chapter of the Bankruptcy Code
or has an involuntary petition filed against it under any chapter of the
Bankruptcy Code, or the Contractor has a receiver appointed, or files for
dissolution or otherwise is dissolved; or
The Contractor fails to pay its debts in a timely manner or becomes
insolvent, the Department reasonably determines that the Contractor does not
have the financial ability to carry out its obligations under the Agreement and
the Contractor fails to give the Department prompt and reasonable assurances
of its ability to perform.

6. In the event the Contractor fails to meet the Substantial Completion Date
for more than thirty (30) days, the Contractor consents to a Termination
for Default.

Section 15.3.1 The Department shall provide the Contractor with written notice of its
intent to terminate the Agreement, under this Section.
Page 77 of 86
Section 15.3.2 If the Department terminates the Agreement for default, the Department
will have the right to take over the Work, to accept assignment of some or all
Subcontracts or agreements with material suppliers, to take possession of the Project,
to take and use all tools, equipment and supplies then being used in connection with the
Work, and to finish the Project by whatever method it deems expedient, including
accepting assignment of all outstanding Subcontracts and Supply Agreements.

Section 15.4 Termination for Convenience. The Department may terminate the Contract in
whole or specified part, for its convenience, for any reason. The notice of termination shall
state the effective date of termination, the extent of the termination, and any specific
instructions. The termination for convenience that arises out of or under this Agreement shall
be in accordance with the terms of the Standard Contract Provisions.

Section 15.5 Continued Responsibility After Termination . If the Contractor is terminated,
for default, for Convenience or otherwise, the Contractor shall remain responsible for defects
or non-conformities in all Work performed under the Agreement to the date of the termination.
Page 78 of 86
Article 16 - OTHER CONDITIONS AND SERVICES

This Agreement and the rights and obligations of the Department and Contractor herein are
subject to the approval of the Council for the District of Columbia.
Page 79 of 86
Article 17 – CHANGES IN THE WORK

Section 17.1 Changes Authorized. In accordance with the Standard Contract Provisions, the
Department may, without invalidating the Agreement, and without notice to or approval
of any surety, order changes in the Work, including additions, deletions or modifications.
Any such change must be conveyed by the Department to the Contractor via written
Change Directive or Change Order.
Section 17.2 Executed Change Directive/Contract Modification/Change Order
Required. Only a written Change Directive, Contract Modification or change order, executed
by the Department’s contracting officer as indicted in Exhibit H, may make changes to the
Agreement. In particular, but without limitation, a written Change Directive or Change Order
executed by the Department’s Contracting Officer is the only means by which changes may
be made to the Substantial or Final Completion Dates, the Preconstruction Fee, the Construction
Management Fee, or the Guaranteed Maximum Price.
Section 17.3 Department-Initiated Changes
1. If the Department wishes to make a change in the Work or to accelerate the
Work, it will execute and issue to the Contractor a written Change Directive,
either directing the Contractor to proceed at once with the changed Work
or directing it to not to proceed, but to inform the Department, in writing, of
the amount, if any, by which the Contractor believes that Substantial or Final
Completion Dates and/or the Guaranteed Maximum Price should be adjusted
to take the Change Order or Change Directive into account.

2. Within ten (10) days of receiving a Change Directive, the Contractor shall
provide the Department with a written statement of all changes in the
Agreement, including, without limitation, any changes to the Substantial or
Final Completion Dates or the Guara nteed Maximum Price to which it
believes it is entitled as a result of the Change Directive. If additional time
is sought, a schedule analysis supporting the requested extension should be
included. The schedule analysis should include a written narrative explanation.
If a change in the Guaranteed Maximum Price is sought (or if the Department
has requested a deduct change), the statement should include a breakdown, by
line item, of the estimated cost changes attributable to the proposed change.
The Department may request, and the Contractor shall provide, further cost
breakdowns, clarifications, docume ntation or back-up if the Department
reasonably believes such additional information is needed to understand and
evaluate the request. The additional information required may include cost
and pricing data in accordance with the Department’s regulations. Any
requested adjustment to the Guaranteed Maximum Price shall be limited to
increased Cost of the Work due to the Change Directive. The Contractor is not
entitled to any markup on any kind of Change Orders except as authorized in
Section 17.8, and if so authorized, any mark-up shall be in accordance with Section
17.11.

3. If the Department has not yet directed the Contractor to proceed with the
change described by a Change Directive, the Department may rescind it. If the
Department wishes to proceed, or has already directed the Contractor to
proceed, the Contractor shall immediately proceed with the changed Work
Page 80 of 86
and, the Department and the Contractor shall use their good faith best efforts
to reach an agreement upon the modifications to the Substantial or Final
Completion Dates, and/or the Guaranteed Maximum Price that are justified by
the Change Directive. If the Department and the Contractor reach agreement,
the agreement shall be set forth in a Change Order and the Contractor shall
also execute it, at which point it will become binding on both Parties.

4. If the Parties fail to reach an agreement within sixty (60) days after the
Department receives the Contractor’s detailed statement pursuant to Section
17.3.2, and such other documentation as the Department may request, the
Contractor may assert a claim in accordance with the Agreement. In such a
case, and subject to adjustment via the claims and disputes process, the
Department shall unilaterally grant the Contractor such adjustments, if any, to
the Substantial or Final Completion Dates, the Guaranteed Maximum Price,
and/or the Preconstruction or Construction Management Fee as the
Department has judged to be appropriate.
Section 17.4 Notice of Change Event. The Contractor must give the Department written
notice of any Change Event within ten (10) calendar days of the date on which the Contractor
knew, or reasonably should have known, of the Change Event. To the extent available, the
notice must state the nature of the Change Event and describe, generally, all changes in
the Agreement to which the Contractor believes it is entitled. Such notice is an express
condition precedent to any claim or request for adjustment to the Substantial or Final
Completion Dates, or the Guaranteed Maximum Price arising from the Change Event and, if
the notice is not given within the required time, the Contractor will have waived the right to
any adjustment to the Substantial or Final Completion Dates, or the Guaranteed Maximum
Price arising from the Change Event.
Section 17.5 Detailed Change Request. Within twenty (20) days after giving notice of a
Change Event, the Contractor shall submit a written Change Request to the Department
describing, in reasonable detail, all adjustments it seeks to the Substantial or Final Completion
Dates or the Guaranteed Maximum Price as a result of the Change Event. The Change
Request shall include the same information as described in Section 17.3 with respect to any
Agreement changes the Contractor seeks due to the Change Event, and the amount of
any requested adjustment to the Guaranteed Maximum Price shall be limited in accordance
with that Section 17.3.

Section 17.6 Changes to GMP. Subject to the condition precedent that the Contractor
have complied with the notice and documentation provisions of this Article, and subject
to the limitations stated in this Agreement, the Contractor is entitled to an adjustment to
the Guaranteed Maximum Price in the following cases:
1. If the Department issues a Change Directive or Change Order that directs the
Contractor to proceed with work which is beyond the scope of work included
within this Agreement; or

2. The Contractor encounters Differing Site Conditions or Hazardous Materials
not identified in the Preconstruction Phase.
Section 17.7 Deductive Change Orders. The Department reserves the right to
Page 81 of 86
issue deductive Change Orders (reducing the Guaranteed Maximum Price or modifying the
Substantial or Final Completion Dates to an earlier date) when changes are effected, by
Change Directive or otherwise, which will decrease the cost of completing the Work or the
time within which it can be completed.

Section 17.8 No Adjustments to Fee. The Contractor understands and agrees that the
Preconstruction Fee and Construction Management Fee shall not be increased or decreased
as a result of any Change Orders or Change Directive. In furtherance of this understanding,
the Contractor agrees that it shall not be entitled to an increase in the Preconstruction Fee or
the Construction Management Fee by virtue of changes authorized by the Department unless
such changes fall outside the general scope of work contemplated by this Agreement. The
term general scope of work shall mean a state-of-the-art recreation and early childhood
education center and park modernization that is consistent with the Department’s program of
requirements and incorporates sustainable design initiatives. Without limiting the generality
of the foregoing, it is understood and agreed that the Contractor shall not be entitled to any
additional fees unless (i) the Department makes additions to the scope provided for in this
Agreement that cause the GMP, either individually or in the aggregate, to increase by more
than ten percent (10%); or (ii) the Department makes additions to the scope provided for herein
which (other than for punchlist or warranty work) require the Contractor’s services for the
Project to extend beyond Final Completion Date.
Section 17.9 Executed Change Orders Final. The Contractor agrees that any Change
Order executed by the Department and Contractor constitutes its full and final adjustment for
all costs, delays, disruptions, inefficiencies, accelerations, schedule impacts, or other
consequences arising from the change in question, whether a Change Directive, or a Change
Event, or from any claimed cumulative effect of changes made to the date of the Change
Order, and that no further adjustments in compensation or time shall be sought or made
with respect to the Change Directive or the Change Event giving rise to the Change Order.
Although the Parties anticipate that most Change Orders will not require an adjustment to
the Cost of General Conditions, if the Work described in a Change Order requires an increase
or decrease in the Maximum Cost of General Conditions (i.e. because such a Change requires
additional field staff or other equipment that would be classified as General Conditions
Costs), the Change Order shall contain an increase to the Construction Management Fee
adjusting such amount. The cost of processing a Change Order shall not be considered an event
that will require an increase in the Maximum Cost of General Conditions.
Section 17.10 Failure to Agree. If the Contractor claims entitlement to a change in the
Agreement, and the Department does not agree that any action or event has occurred to
justify any change in time or compensation, or if the Parties fail to agree upon the appropriate
amount of the adjustment in time or compensation, the Department will unilaterally make
such changes, if any, to the Agreement, as it determines are appropriate pursuant to the
Agreement. The Contractor shall proceed with the Work and the Department's directives,
without interruption or delay, and shall make a claim as provided in Article 19 herein. Failure
to proceed due to a dispute over a change request shall constitute a material breach of the
Contract and entitle the Department to all available remedies for such breach, including,
without limitation, termination for default.
Section 17.11 Mark-Up on Trade Work. The maximum mark up for Change
Order work shall be as follows:

1. For Work performed by a Subcontractor with its own forces, the Subcontractor
Page 82 of 86
shall be entitled to a mark -up of not more than five percent (5%) (Covering
home office overhead, the cost of insurance and bonds, field supervision,
general conditions and profit) on the Direct Costs of the Work. For Work that
the Department permits the Contractor to self -perform, the Contractor shall
also be entitled to a mark-up of not more than five percent (5%) of the
Direct Cost of the Work. With regard to any such Work that is self- performed
by the Contractor, the markup contemplated in this Section 17.11.1 shall be
the Contractor’s exclusive compensation and it shall not be entitled to the
markup contemplated in Section 17.11.3;

2. Intervening tier Subcontractors shall be entitled to a mark -up of two percent
(2%) (Covering home office overhead, the cost of insurance and bonds,
field supervision, general conditions and profit) on Work Performed by lower-
tier Subcontractors;
3. To the extent permitted by Section 17.8, the Contractor shall be entitled to an
increase in its Construction Management Fee at a rate of 2% on work
performed by Subcontractors. Such markup shall cover the same cost elements
that were included in the Construction Management Fee; In no event shall the
maximum mark -up on the Direct Cost of the Work exceed fifteen percent
(5%). Direct Cost of the Work shall mean labor, material and other costs
reasonably and necessarily incurred in the proper performance of the Work as
approved by the Department and shall include, but not be limited to: (Direct
Cost of the Work does not, however, include home office overhead, field
supervision, general conditions or profit of either the Subcontractor or the
Contractor. No personnel above the level of a working foreman shall be
considered a Direct Cost of the Work).
• Labor. Payment will be made for direct labor cost plus indirect labor cost
such as insurance, taxes, fringe benefits and welfare provided such
costs are considered reasonable. Indirect costs shall be itemized
and verified by receipted invoices. If verification is not possible,
up to five percent (5%) of direct labor costs may be allowed.

• Rented Equipment . Payment for required equipment rented from an
outside company that is neither an affiliate of, nor a subsidiary of,
the Contractor will be based on receipted invoices which shall not
exceed rates given in the current edition of the Rental Rate Blue
Book for Construction Equipment. If actual rental rates exceed
manual rates, written justification shall be furnished to the
Contracting Officer for consideration. No additional allowance
will be made for overhead and profit. The Contractor shall submit
written certification to the Contracting Officer that any required
rented equipment is nei ther owned by nor rented from the
Contractor or an affiliate of or subsidiary of the Contractor.

• Contractor’s Equipment. Payment for required equipment owned by the
Construction Management or an affiliate of the Contractor will be
based solely on an hourly rate derived by dividing the current
appropriate monthly rate by 176 hours. No payment will be made
under any circumstances for repair costs, freight and transportation
Page 83 of 86
charges, fuel, lubricants, insurance, any other costs and expenses,
or overhead and profit. Payment for such equipment made idle by
delays attributable to the Government will be based on one-half the
derived hourly rate under this subsection.

• Materials. Incorporated and unincorporated materials as permitted under
Sections 9.1.2 (b) and 9.1.2 (c).
Page 84 of 86
Article 18 – BONDS

Section 18.1. Performance Bond and Payment Bond. The Contractor shall, before
commencing the Construction Phase, provide to the Department payment and performance bonds,
each with a penal sum equal to the full value of the GMP. In addition to the delivery of the
performance and payment bonds, the Contractor must deliver to the Contracting Officer a copy
of the executed Agreement of indemnity under which the bonds were issued. Such bond shall
remain in full force and effect until Final Completion is achieved and the Department shall be
able to draw upon such bond regardless of the amount paid by the Department to the Contractor,
even if such amount exceeds the penal value of such bond. Unless otherwise directed by the
Department, the Contractor shall require all Subcontractors whose Subcontract prices exceed One
Hundred Thousand Dollars ($100,000) to provide payment and performance bonds, with a penal
sum equal to one hundred percent (100%) of the subcontract price. Further, the Contractor must
deliver to the Contracting Officer copies of its subcontractor’s Agreements of Indemnity. All
bonds must be in a form acceptable to the Department, its lenders or bond trustee, and issued
by a surety authorized to do business in the District of Columbia and bonding company listed on
the United States Department of Treasury’s Listing of Approved Sureties. All subcontractors’
bonds must include a dual obligee rider, naming the Contractor and the Department as dual
obligees. If the Guaranteed Maximum Price is increased pursuant to the terms of the Agreement,
the Department may require that the amount of the bonds be increased in the amount of one
hundred percent (100%) of the increase, and the Contractor shall promptly comply. The
Contractor shall furnish a copy of its bonds to any potential beneficiary of the bonds, or permit
that person or company to make a copy. If the bonds provided become unacceptable to the
Department, the Contractor shall promptly provide substitute security acceptable to the
Department. If the Contractor intends to exercise its rights as dual obligee under any trade
Subcontractor’s bond, it shall first give the Department twenty (20) days written notice, so that
the Department may lodge any objection it may reasonably have to the proposed action.
Page 85 of 86
Article 19 – CLAIMS AND DISPUTE RESOLUTION

All claims or disputes arising out of this Agreement shall be governed by the terms of the
Standard Contract Provisions.
Article20- EXHIBITS
ExhibitA DesignDocuments
ExhibitBProjectSchedule
PreconstructionandConstructionPhaseDeliverables,Close-OutDeliverables
KeyPersonnelDavis-Baconwagerates
29CER5.5DavisBaconProvisionExhibitG— Contractor'sDesignatedRepresentativeExhibitH Department'sDesignatedRepresentativesandContractingOfficerExhibit StandardContractProvisions,GeneralProvisions(ConstructionContracts)ExhibitJ ReleaseofLienWaiversExhibitK GMP Breakdown
ExhibitK1 CapitalIneligibleCosts
ExhibitK2 ListofDrawingsandSpecificationsExhibitK3 ListofAllowancesAssumptionsandClarifications
ListofFF&E
At-RiskConstructionManagementFeeAwardPoolDeterminationExhibitN SubcontractorPerformanceEvaluationFormExhibitOEEOPolicyForm
ExhibitP BuildingInformationModeling(BIM)ExhibitQ SubcontractingPlan
ExhibitR — 2025LivingWageAct
Exhibit— CampaignFinanceReformActSelf-CertificationFormExhibitT FirstSourceEmploymentAgreementandPlanExhibitUTumover Protocol

INWITNESS WHEREOF, thedulyauthorizedsignatoriesofthePartieshaveexecutedthisAgreement(DCAM-22-CS-RFP-0002)asofthelastdateexecutedbelow.
DEPARTMENTOF GENERALSERVICES— CN BUILD,INC.‘AnagencywithintheexecutivebranchoftheGovernmentoftheDistrictofColumbia,

By B aaY'. Y:.
Vv
Name; Name:_JosephKhoury
Title, Title,EVP
Date: Date:4/30/2025
Page86of86
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

EXHIBITS A - U

EXHIBITS ARE ACCESSIBLE VIA THE LINK BELOW:

Exhibits A-U.pdf