Proposed Contract with Atmos Solutions, Inc. to Contract No. DCAM-24-CS-RFP-0009

MURIELBOWSERMAYOR
June 13,2025
Honorable PhilMendelson
Chairman
Councilofthe Districtof Columbia.
John A. Wilson Building
1350 PennsylvaniaAvenue, NW, Suite504
Washington,DC 20004
Dear Chairman Mendelson:
Pursuanttosection451oftheDistrictofColumbiaHome RuleAct(D.C.OfficialCode§ 1-
204.51)and section202of theProcurementPracticesReform Actof 2010 (D.C.OfficialCode §
2-352.02),enclosedforconsiderationand approvalby theCouncilof theDistrictof Columbia is
ContractNo. DCAM-24-CS-RFP-0009 with Atmos Solutions,Inc.,inthenot-to-exceedamount
of $3,403,056.74.The not-to-exceedamount isan earlyreleaseof fundsfortheinitialphaseof the
renovationofDC Stabilizationand SoberingCenterRenovation— Park Road.

‘Aspartoftheinitialphaseoftheproject,AtmosSolutions,Inc.willprovidedesignandpreconstructiondeliverableswhiletheDistrictandAtmosSolutions,Inc.finalizethefullscope
andguaranteedmaximumpricefortheproject.
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingthiscontract.Inordertofacilitatea responsetoanyquestionsyoumayhave,pleasecontactDelanoHunter,Director,DepartmentofGeneralServices(“DGS”),orhaveyourstaffcontactEricNjonjo,ActingChief Procurement Officer,DGS, at (202) 727-2800.
I look forwardto theCouncil’sfavorableconsiderationof this contract.
Sincerely, Mufiel Bawser
1

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement

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

COUNCIL CONTRACT SUMMARY
(Letter Contract of Emergency Contract)

(A) Contract Number: DCAM-24-CS-RFP-0009

Proposed Contractor: Atmos Solutions, Inc.

Contract Amount (ESA #1): Not-to-Exceed (“NTE”) Amount of $3,403,056.74
(includes $950,00.00 Letter Contract amount)

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

Term of Contract: September 27, 2024, (date of execution of the Letter
Contract by the Department) through November 14, 2026
(“Substantial Completion Date”) with an Administrative
Term of January 30, 2027.

Type of Contract: Cost plus fixed fee with a guaranteed maximum price
(“GMP”)

Source Selection Method: Competitive Request for Proposal

(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:

N/A

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

The Notice to Proceed & Letter Contract (“Letter Contract”) was executed on September 27, 2024.

2

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

The Letter Contract was extended two (2) times. Modification No. 1 extended the Letter Contract
through June 9, 2025. Modification No. 2 extended the Letter Contract through July 31, 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 services provide to date is $950,000.00, which represents the initial not-to-exceed
(“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:

If approved, DCAM -24-CS-RFP-0009 ( the “Contract”) will authorize Atmos Solutions, Inc. (the
“Contractor”) to renovate the District of Columbia Stabilization and Sobering Center – Park Road
(“DCSSC”), located at 1338 Park Road, NW, Washington, DC, 20010 (the “Project”). The Project
will be completed in two phases: (i) the Design and Preconstruction Phase; and (ii) the Construction
Phase. The substantial completion of the Project shall occur on or by January 29, 2026.

The Project includes full design and construction services for the DCSSC. The Department of General
Services (the “Department” or “DGS”) seeks Council approval to execute the proposed Contract. If
approved, the Contract will establish an early start agreement in the NTE amount of $3,403,056.74,
which is inclusive of the $950,000.00 Letter Contract amount. As the proposed Contract value is more
than $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 February 23, 2024, the Department issued a Request for Proposals ( “RFP”) to engage a highly
qualified design-builder for the Project. A pre -proposal conference and a site walk were held on
March 4, 2024.

There were three (3) Addenda issued to this RFP:

Addendum No. 1, issued on March 7, 2024:

1. Revised solicitation schedule provided.
2. Section 1.7 of the RFP deleted in its entirety and replaced with a new point of contact.
3. Section 5.1 of the RFP deleted in its entirety and provided a new link for proposal submissions.

Addendum No. 2, issued on March 12, 2024:

1. Provided the list of site visit attendees.

Addendum No. 3, issued on March 19, 2024:
3

1. Provided the questions and answers spreadsheet.
2. Attachment A1 “Initial Project Test Fit Plans” of the RFP deleted in its entirety.
3. Attachment A.2 of the RFP relabeled as “Building Condition Assessment & Test Fit
Drawings.”
4. The proposal due date extended to April 5, 2024.
5. Section 2.11 of the RFP “Design-Build Fee & Award Fee Calculations” revised.

Proposal Submissions:

On the Proposal due date, April 5, 2024, ten (10) firms submitted proposals. Eight (8) of the proposals
were deemed responsive.

Technical Evaluation Process:

Each offeror’s (“ Offeror(s)”) technical proposal was independently evaluated by a Technical
Evaluation Panel (“TEP” or “Panel”).

A kick-off meeting was held with the Panel on April 17, 2024. The kick- off meeting established a
schedule for the evaluation of proposals and discussed in detail the roles and responsibilities of the
Panel. In addition, each Panel member completed the required Disclosure Agreement and
Confidentiality Agreement.

Consensus Meeting:

After the Panel members had completed their individual evaluations of the proposals, the Panel met
on May 29, 2024, to develop a consensus technical score and supporting written narrative for each
Offeror. In developing the consensus score, the Panel discussed the details of each proposal in light
of the evaluation factors and subfactors.

Contracting Officer’s Independent Evaluation:

The Department’s contracting officer (“Contracting Officer” or “CO”) carefully reviewed each of the
proposals and independently rated each Offeror. The CO further carefully reviewed the evaluation
process followed by the Panel, their notes and scoresheets, and their final consensus technical
evaluation. Considering the Department’s historical experience with the proposed Offerors and, to
the extent necessary, reviewing the underlying proposals, the Contracting Officer scored the Offerors
differently.

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.

4

Determination of a Fair and a Reasonable Price:

When the total points for all 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 I ndependent Government Eestimate and is fair and reasonable and
accordingly a mutually satisfactory Contract was successfully concluded with the Contractor.

Contract Award:

By the award memorandum executed on July 3, 2024, the Department awarded Contract No. DCAM-
24-CS-RFP-0009 to the Contractor, as such award would 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 voluntary
corrective action by the District. I nclude 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) A description of any other contracts the proposed contractor is currently seeking or holds with
the District:

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

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

The Contractor is comprised of a talented group of design and construction professionals who have
committed to the site and building facility modernization. Its strategy for success is to provide an
experienced team of design and construction personnel who have proven track records in accelerated
delivery schedules, as well as a proven track record of performing for the District and DGS. The
proposed Project team is made up of an exclusive team of professionals who are familiar with
complex site and facility development.

The Contractor has successful experiences with school modernization s, renovations , and new
construction projects across Washington, DC. These projects include:

1. HSEMA Plowshares Sculpture Installation, Washington, DC, a $80,000 project.
2. Tyler Elementary School Signage Replacement, Washington, DC, a $23,267.82 project.
3. DCHA Syphax 6 Units, Washington, DC, a $277,220.00 project.

5

The Contractor possesses the financial stability to successfully perform the Project and has provided
a staffing plan for the Project, which has been reviewed and approved by the Department. The
Contractor has been determined responsible in accordance with 27 DCMR § 4706.1.

(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:

The Contractor is a certified business enterprise in accordance with the Act (CBE Number:
LSDRE48572102027). Pursuant to D.C. Official Code § 2-218.46 (d-1), the Contractor shall submit
a detailed subcontracting plan to DSLBD that meets the requirements of D.C. Official Code § 2-
218.46(d), before entering into a guaranteed maximum price.

Contract’s NTE Dollar Value: $3,403,056.74
Subcontracting Requirement %: 35%
Self-performing: 45.92% ($1,562,683.66 )
Subcontracting Plan Required Dollar Value: $644,130.58
Subcontracting Plan Actual Dollar Value: $790,796.22

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

The Contractor is required to provide all design, preconstruction, and construction services and other
services necessary to substantially complete the Project no later than November 14, 2026. In general,
the Contractor must perform the requirements contained in the Contract and meet or exceed the
performance standards therein. The Contractor is subject to liquidated damages of two thousand five
hundred dollars ($2,500) plus t wo hundred and f ifty dollars ($250) per day of delay for failure to
timely achieve substantial completion of the Project.

(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:

N/A

(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 NTE amount is
consistent with the Department’s budget and that adequate funds are available in the Department’s
budget in accordance with § 47-392.01 and § 47-392.02 of the DC Code . The applicable f iscal
sufficiency certification accompanies this Council package.

6

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

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

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

The Citywide Clean Hands database indicates that the Contractor is in compliance with the
Government of the District of Columbia tax laws and regulations. The applicable Clean Hands
certification for the Contractor accompanies this council package.

(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) (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 contracto r that it currently is not and will not be in
violation of section 334a of the Board of Ethics and Government Accountability Establishment
and Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a:

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

(S) 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 website, the Contractor is a certified Local Business Enterprise, Longtime
Resident Business, Development Enterprise Zone and Resident Owned Business. The Contractor’s
CBE Number is LSDRE48572102027, with an expiration date of October 15, 2027.

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

N/A
7

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

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

(V) 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):

N/A

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

Contract award information is available on the OpenGov portal. The Contract will be made
available on the OpenGov portal upon approval.

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

The original solicitation and any amendments have been posted on the DGS’ website.

8

Exhibit A

Contracts that Atmos Solutions Inc. Currently Holds with District Agencies (not only DGS):

Contract Number Project Caption
Project Value
1. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0019
CHEC & Noyes Exterior Doors Replacement $2,728,216.74
2. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0060
DB Construction of the New Carver/Langston
and Riggs Road/South Dakota Avenue Triangle
Parks
$675,000.00
3. DCAM-22-CS-RFQ-
0016B/TO 19
Cleveland Elementary School
Playground Security Fence & Gate Replacement

$13,136.23
4. CW108992/TO3 DHCD 248 - House Renovation $161,565.51
5. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0007

DB Plummer ES Cafeteria/Kitchen
Reno/Addition
$5,112,404.73
6. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0009
DB Emery Elevator $1,225,000.00
7. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0106
Oxon Run Fitness/Park $1,091,733.75
8. DCAM-24-CS-RFP-0009 DC Stabilization and Sobering Center
Renovation – Park Road
$8,045,114.00
9. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0074
McKinley Exterior Door Restoration &
Replacement
$750,000.00
10. DCAM-24-CS-IFB-0016 Benning Road Raze and Abatement $5,578,928.32
11. DCAM-24-CS-RFP-0031 CMAR Rosedale Pool Replacement $5,000,000.00
12. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0047
Marie Reed ES Soccer Field Replacement $903,802.93
13. DCAM-24-CS-RFP-0013 DB Emery HVAC Replacement $10,000,000.00
14. CW108996 DHCD Batch 240 $344,142.88
15. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0004
DB Services for Barry Farm Recreation Center
HVAC Upgrades
$826,654.00
16. DCAM-20-CS-RFQ-
0001T / RFTOP-CS-0200
DB Palisades Recreation Center Dog Park $735,650.13
17. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0161
HSEMA Parking Lot $1,000,000.00
18. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0005
DB Key ES, Noyes ES, and Sousa MS Boilers
Replacement
$3,410,257.29
19. DCAM-20-CS-RFQ-
0001T / RFTOP-CS-0055
Walter Pierce Upgrades Phase 2 $936,471.97
9

20. DCAM-20-CS-RFQ-0002 Eastern Market Upgrades $1,729,191.39
21. DCAM-25-CS-RFP-0001 DB KC Lewis Swing Space to Support Seaton
Elementary School Modernization
$14,000,000.00
22. CW108992/TO6 DHCD Batch 2502 $50,679.67
23. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0056
DB Pickleball Court Improvements $750,000.00
24. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0074
McKinley Roof Replacement $2,091,762.47
25. CW108992 DHCD Batch 249 $50,240.79
26. DCAM-22-CS-IFB-0005 New Jersey & O St Park $1,511,117.75
27. DCAM-24-CS-IFB-0008 Engine House #2 Roof Replacement $437,468.53
28. DCHA 0016-2024 K DCHA Syphax 2nd Round $243,450.00
29. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0010
DB Tubman ES@ Banneker ES & Thomas ES
@ Kenilworth ES Swing Space
$1,208,888.30
30. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0006

DB-Davis ES-CDC Swing Space Upgrades
$2,491,485.11

Projects Atmos Solutions Inc. Is Currently Seeking with District Agencies (not only DGS):

Contract Number Project Caption Project Value
1. DCAM-25-CS-RFP-0009 Park View Modernization $14,500,000.00
2. DCAM-25-CS-RFP-0006 FEMS Epoxy Flooring Upgrades for Engine
Houses 1, 11, 16, and 29 $250,000,000
3. DCAM-20-CS-RFQ-
0001/RFTOP-CS-0215 DB Lamond Playground Improvements $900,000,000

1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 14, 2025 L0014198982Notice Number:
FEIN: **-***1304
Case ID: 18611323

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
ATMOS SOLUTIONS INC
6856 EASTERN AVE NW
WASHINGTON DC 20012-2165

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

Memorandum

To: Delano Hunter
Director, Department of General Services

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

Reference: Proposed Contract No. DCAM-24-CS-RFP-0009
Design-Build Services For DC Stabilization And Sobering Center
Renovation – Park Road

Date: April 13, 2025

Subject: Fiscal Sufficiency Review

In my capacity as the Agency Fiscal Officer of the Department of General Services (the
“Department”), I hereby state that the Design-Build Services For DC Stabilization And Sobering
Center Renovation – Park Road (DCAM -24-CS-RFP-0009), with Atmos Solutions Inc. (the
“Contractor”) and a not -to-exceed (“NTE”) amount of $3,403,056.74, is consistent with the
Department’s current budget and that adequate funds are available in the budget for the expenditure.

Per the Department of General Services Contracts & Procurement (“C&P”) team, on September 27,
2024, the Letter Contract was executed by the Department, with an initial Not -to-Exceed (“NTE”)
amount of $950 ,000.00. The proposed $2,453,056.74 will increase the NTE to $3,403,056.74
($950,000.00 + $2,453,056.74).

The Department of General Services (AM0–Implementing AGY) has $3,403,056.74 in the
Department of Behavioral Health (RM0–Owner AGY) capital budget authority balance.

Fiscal Sufficiency Review
Design-Build Services For DC Stabilization And Sobering Center Renovation – Park Road
Contract No. DCAM-24-CS-RFP-0009

Page 2 of 6

The PASS/DIFS information is listed below/attached.

Project
Number/Name
Subtask AY Fund
Detail
Imp.
Agy
Owner
Agy
RK Amount Comments
101188 -
AM0.RM0SCC.SEC
OND
STABILIZATION
AND SOBERING CENTER

04.02
(Second
Stabilization
and Sobering
Cntr –
Construction)
N/A

3030300

AM0

RM0

PO714073

$950,000.00

Approved $950,000.00
(Letter Contract)

101188 -
AM0.RM0SCC.SEC
OND
STABILIZATION
AND SOBERING
CENTER
04.02
(Second
Stabilization
and Sobering
Cntr –
Construction)
N/A

3030300

AM0

RM0

RK301085

$2,453,056.74

Proposed Increase
$2,453,056.74

$3,403,056.74

_____________________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

___________________________________________________________________________

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

OFFICE OF THE GENERAL COUNSEL

MEMORANDUM

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

FROM: Kristen Walp
Senior Assistant General Counsel

SUBJECT: Legal Sufficiency Certification

Proposed Contract for the District of Columbia Stabilization and Sobering Center
(“DCSSC”) – Park Road

Contract Number: DCAM-24-CS-RFP-0009
Contractor: Atmos Solutions, Inc.

DATE: May 23, 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

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

September 25, 2024

By Electronic Mail to: afernando@atmossolutionsinc.com

Anthony Fernando
President
Atmos Solutions, Inc.
6856 Easter Avenue, NW, Suite 205
Washington, DC 20012

Subject: Notice to Proceed and Letter Contract

Reference: Request For Proposals (“RFP”) No. DCAM-24-CS-RFP-0009 – Design-Build
Services for DC Stabilization and Sobering Center Renovation – Park Road

Dear Mr. Fernando,

We refer to the proposal submitted by Atmos Solutions, Inc. (the “Contractor” or “Design-Builder”)
in response to the above- referenced RFP. We are pleased to inform you that this work has been
awarded to Atmos Solutions, Inc. and if this L etter Contract (“Letter 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 RFP shall govern. Once the Definitized
Contract is execut ed by an authorized Contracting Officer , this Letter Contract shall automatically
terminate and merge into the Definitized Contract.

2. Scope of Work. The Contractor shall provide Design-Build Services for DC Stabilization and
Sobering Center Renovation, located at 1338 Park Road, NW Washington, DC 20010, as described in
the Contractor’s Proposal dated April 5, 2024, submitted in response to the subject RFP.

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the
Contractor shall provide, at a minimum, the deliverables in accordance with the requirements in the
RFP and Form of Contract to the Department’s Program Manager and in the referenced instances to
the Contracting Officer.

3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283

In the event that the Contractor fails to timely submit any such deliverable, the Contractor shall pay to
the Department as a disincentive fee Two Thousand and Five Hundred Dollars ($2,500.00) plus Two
Hundred and Fifty Dollars ($250.00) 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 limit of this authorization is up to $950,000.00 (“Not to Exceed”
amount or “NTE”) including portions of the design fee, and general conditions cost, in addition to
other costs as further described in the Schedule of the Values ( Exhibit A) . 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 not -to-exceed
amount includes all costs incurred by the Contractor in connection with the work authorized hereby.

5. 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.

6. 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) April
8, 2025, DGS reserves the right to terminate this Letter Contract, in whole or specified part, for
convenience in the manner described in Article 5 and Article 6 of the District of Columbia Department
of General Services Standard Contract Provisions General Provisions for Construction Contracts.

7. Billing. All invoices shall be submitted directly to the Department at th e address specified in
the RFP. Purchase Order numbers 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.

8. Key Personnel. To carry out its duties, the Design- Builder shall provide at least the key
personnel identified in Exhibit F (“Key Personnel”), who shall carry out the functions identified in
Exhibit F. Among other things, the Key Personnel shall include:
A - Key Personnel of the Design-Builder:
(i) the Field Superintendent; (ii) the Project Manager; (iii) Project Executive; (iv) Assistant
Project Manager. and (v) Safety/Quality Assurance/Quality Control Manager.

B - Key Personnel of the Architect/Engineer:

(i) the Design Principal-in-Charge; (ii) the Project Architect; (iii) the Civil Engineer; (iv)
the Key Mechanical, Electrical and Plumbing (MEP) Engineers; (v) Structural Engineer
and (vi) Historic Preservation Design Specialist.

It is contemplated that these Key P ersonnel will work from the design stage, purchasing, and
throughout the bulk of the fieldwork. The Design-Builder’s obligation to provide adequate staffing is
not limited to providing the Key Personnel but is determined by the needs of the Project. If any of the
Key Personnel become unavailable to perform services in connection with the Letter Contract due to

3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283

death, disability , or separation from the employment of the Design- Builder or any affiliate of the
Design-Builder, then the Design-Builder shall promptly 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 . Certain members of the Design -Builder’s Key
Personnel shall be subject to a replacement fee for their removal or reassignment by the Design -
Builder.

If the Design -Builder replaces one of the key personnel listed in Exhibit F as being subject to a
replacement fee, without the prior written consent of the Department, then the Design- Builder shall
pay the Department $25,000 for each replacement as a replacement fee and not a penalty, to reimburse
the Department for its administrative costs arising from the Design -Builder’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.

9. ProjectTeam. The Design-Builder shall utilize the Department’s current project management
software, ProjectTeam, 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 the Department); (v) certified payrolls (in addition to upload via LCP Tracker); (vi)
drawings and specifications; (vii) punchlist; and (viii) other documents as may be designated by the
Department.

Electronic storage and transmission of information via ProjectTeam system shall be compliant with
the provisions of DGS document security.

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 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. 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 ef fective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division will
issue a purchase order number and 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 purchase order
number please contact Ajmal Solamal via ajmal.solamal@dc.gov directly to obtain this number.

12. Ownership and Use of Documents. All documents and work product prepared by the
Contractor shall become the property of the Department upon the payment of invoices submitted under
the Letter Contract.

13. Trade Work/Site Control. Unless otherwise directed by the Department, the Contractor shall
not perform any trade work or take control of the site. Any authorization to proceed with trade work
will include appropriate provisions relating to compliance documents (first source employment
agreement, Department of Small and Local Business Development (DSLBD)), bonds, insurance, and
safety procedures. At a minimum, however, the Department’s Standard Contract Provisions for

3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283

Construction shall apply. I n addition to the requirements set forth in any such subsequent
authorization, prior to executing this Letter Contract , the Contractor shall provide the Department’s
Contracting Officer with certificates evidencing insurance, a payment and performance bond having
a penal value equal to the then value of the Letter Contract and the Contractor’s agreement of
indemnity. In the event the Contractor fails to provide the Department with such certificates of
insurance, the agreement for indemnity or bond, the Department may withhold any subsequent
payment until such documents are provided.

14. E ntire Agreement; Modification. This Letter Contract, along with the Standard Contract
Provisions, ( Exhibit B1 – Architectural & Engineering Services and Exhibit B 2 – Construction
Services) supersede all contemporaneous or prior negotiations, representations, course of dealing, or
agreements, either written or oral. No modifications to this Letter Contract shall be effective against
the Department and unless made in writing signed by the Department. Notwithstanding the provisions
of this Section 14, nothing herein shall limit the Department’s ability to unilaterally modify this Letter
Contract.

15. D avis Bacon Act Wage Determination . The Contractor agrees that the work performed under
this Letter Contract shall be subject to the Davis Bacon Wage Determination as set forth in Exhibit D
in effect at the time of Letter Contract execution by the Department.

16. L iving Wage Act . The Contractor agrees that the work performed under this Letter Contract
shall be subject to the Living Wage Act in effect at the time of Letter Contract execution by the
Department. As such, the Contractor and its subcontractors shall comply with the wage reporting
requirements imposed by the act as set forth in Exhibit G.
17. Campaign Finance Reform Act . P rior to the execution of the Contract, the Design-Builder
shall complete and submit to the Department a completed Campaign Finance Reform Act Self -
Certification Form, Exhibit H, pursuant to D.C. Official Code § 1-1161.01.

I
SSUED BY: ACCEPTED BY:
The Department of General Services

By: By:
Name: Kianna Shepherd Name:
Title: Contracting Officer Title:
Date: Date:

Brian Butler
VP of Operations
9/27/24
9/27/2024
Kianna Shepherd
X
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
X Attn: Anthony Fernando, President
email: afernando@atmossolutionsinc.com 10B. Dated (See Item 13)
September 27, 2024
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
12. Accounting and Appropriation Data (If Required)
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
is not extended.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
date, etc.) set forth in item 14.
C. This supplemental agreement is entered into pursuant to authority of:
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended.
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
solicitation and this amendment, and is received prior to the opening hour and date specified.
copy to the issuing office.E. IMPORTANT: Contractor is not,
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
X
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
is required to sign this document and return
D. Other (Specify type of modification and authority)
3924 Minnesota Avenue NE 5th Floor 3924 Minnesota Avenue NE 5th Floor
DCAM-24-CS-RFP-0009
Atmos Solutions Inc. 9B. Dated (See Item 11)
Washington DC, 20012
Washington, DC 20019
10A. Modification of Contract/Order No.
Washington, DC 20019
Contract POC: Makia Efimba (makia.efimba@dc.gov) Emmanuel Nnoli
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
6856 Easter Avenue NW, Suite 205
Contracting and Procurement Division Capital Construction Division
7. Administered By (If other than line 6)
Department of General Services
1. Contract NumberMODIFICATION OF CONTRACT Page of Pages
DCAM-24-CS-RFP-0009 1 2
5. Caption
Modification No. 1 See Block 16C PR-014649
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No.
DBH - DC Stabilization and Sobering
Center Renovation - Park Rd
(Signature of person authorized to sign) (Signature of Contracting Officer)
Kianna Shepherd
15B. Atmos Solutions, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
2. Duration: The duration of the Letter Contract is hereby extended from April 8, 2025 to June 9, 2025.
3. 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.
4. Terms & Conditions: All other Terms and Conditions remain unchanged.
1. Justification of Time Extension: As a result of delays in obtaining the definitized contract, the Duration of the Letter Contract is hereby modified as described in Items
No. 2 below. The Project Manager's request and justification for the extension are attached to this Modification No. 1 (Exhibit A).
16A. Name of Responsible Officer 16A. Name of Contracting Officer
Contract No. DCAM-24-CS-RFP-0009 is hereby modified as follows:
Title 27 DCMR Section 4728 and Contract DCAM-24-CS-RFP-0009
A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
1
Department of General Services
6. Issued By:
2/25/25
Brian Butler COO
(Continuation)
Page of Page
6. Contract Recap
Letter Contract executed on: $950,000.00
Modification No. 01 $0.00
Total Contract Amount $950,000.00
The duration of the Letter Contract is hereby extended from April
8, 2025 to June 9, 2025.
Contract Number
DCAM-24-CS-RFP-0009 2 of 2
Modification No.
Modification No. 1
September 27, 2024
Administrative- Time Extension
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT A
JUSTIFICATION OF REQUEST
[ATTACHMENT WILL APPEAR ON THE FOLLOWING PAGE]

___________________________________________________________________________________
3924 Minnesota Avenue, NE, 5th Floor Washington DC 20019 | Telephone (202) 727-2800 | Fax (202)
727-7283
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

MEMORANDUM TO THE CONTRACTS & PROCUREMENT DIVISION

TO: Kianna Shepherd
Contracting Officer
Contracts and Procurement Division

THROUGH: Mohamed Jalloh
Executive Program Manager
Capital Construction Services

FROM: Emmanuel Nnoli, PE
Senior Project Manager
Capital Construction Services

RE: Contract No. DCAM-24-CS-RFP-0009
Contract Name: DBH-008297-RENO
DBH - DC Stabilization and Sobering Center Renovation - Park Rd
Facility, Purchase Order No. PO714073, Requisition No. RK265733

DATE: February 10, 2025

EXECUTIVE SUMMARY

The purpose of this Memorandum is to present Atmos Solutions’ request for a Non-
Compensatory Time Extension to enable it to complete the Design and Construction Services for
the Project. The Project’s contractual completion date is April 8, 2025, and there is a need to
extend the duration of the contract. The contractor has requested a revised contract completion
date of December 31, 2026, to allow sufficient time to complete the Project. This is a Design-
Build project to design and construct the renovation of the District of Columbia Stabilization and
Sobering Center located at 1338 Park Road, NW, Washington, DC. The Scope of Work (SOW)
includes utilizing the existing test fit architectural, mechanical, electrical, fire alarm &
security systems, fire protection and structural drawings to develop the full-blown construction
documents for the building renovation, and construction services. Permitting, and Construction
Administration Services are included in the scope.

2 | P a g e

Atmos’ justification for the time extension request is as follows:

1. Atmos Solutions is presently working with a Letter Contract which expires on April
8, 2025. The Letter contract completion date requires extension for the full contract
execution.

In the expiring Atmos Solutions contract, the schedule is as follows:

• Final Completion Date – April 8, 2025

In Atmos Solutions’ Time Extension Request, their revised schedule is as follows:

• Substantial Completion Date – December 1, 2026
• Final Completion Date – December 31, 2026.

Please see the attached Atmos Solutions’ Request for Time Extension Letter dated February 5,
2025 – “ATMOS-PCO-003_Request for Time Extension.pdf ”.

RECOMMENDATIONS

1. We recommend that the Atmos Solutions’ Time Extension Request be granted.

ATTACHMENTS

1. ATMOS-PCO-003_Request for Time Extension.pdf .
2. NTP and Letter Contract - DCAM-24-CS-RFP-0009 DC Stabilization and Sobering
Center_EXECUTED (2).pdf.
3. Order No._ PO714073 -CCD - CAPITAL - DBH-008297-RENO - RM0SCC_ 101188 -
DBH - DC Stabilization and Sobering Center Renovation - (3).pdf
X
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.
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
1. Duration: The duration of the Letter Contract is hereby extended from June 9, 2025 to July 31, 2025, so as to allow time for council approval for the Early Start
Agreement.
16A. Name of Responsible Officer 16A. Name of Contracting Officer
Contract No. DCAM-24-CS-RFP-0009 is hereby modified as follows:
Title 27 DCMR Section 4728 and Contract DCAM-24-CS-RFP-0009
A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
1
Department of General Services
6. Issued By:
(Signature of person authorized to sign) (Signature of Contracting Officer)
Kianna Shepherd
15B. Atmos Solutions, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
Department of General Services
1. Contract NumberMODIFICATION OF CONTRACT Page of Pages
DCAM-24-CS-RFP-0009 1 2
5. Caption
Modification No. 2 See Block 16C
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No.
DBH - DC Stabilization and Sobering
Center Renovation - Park Rd
D. Other (Specify type of modification and authority)
3924 Minnesota Avenue NE 5th Floor 3924 Minnesota Avenue NE 5th Floor
DCAM-24-CS-RFP-0009
Atmos Solutions Inc. 9B. Dated (See Item 11)
Washington DC, 20012
Washington, DC 20019
10A. Modification of Contract/Order No.
Washington, DC 20019
Contract POC: Concillia Mpofu (concillia.mpofu@dc.gov)
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
6856 Easter Avenue NW, Suite 205
Contracting and Procurement Division Capital Construction Division
7. Administered By (If other than line 6)
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
date, etc.) set forth in item 14.
C. This supplemental agreement is entered into pursuant to authority of:
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended.
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
solicitation and this amendment, and is received prior to the opening hour and date specified.
copy to the issuing office.E. IMPORTANT: Contractor is not,
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
X
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
is required to sign this document and return
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
X Attn: Anthony Fernando, President
email: afernando@atmossolutionsinc.com 10B. Dated (See Item 13)
September 27, 2024
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
12. Accounting and Appropriation Data (If Required)
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
is not extended.
Brian Butler
5/23/25
5/23/25
Kianna Shepherd
(Continuation)
Page of Page
4. Contract Recap
Letter Contract executed on: $950,000.00
Modification No. 01 $0.00
Modification No. 02 $0.00
Total Contract Amount $950,000.00
Duration - June 9, 2025
Administrative- Time Extension
2 of 2
Modification No.
Modification No. 2
September 27, 2024
Administrative- Time Extension
Contract Number
DCAM-24-CS-RFP-0009
Duration - July 31, 2025
-1-

DESIGN-BUILD SERVICES
FOR
DC STABILIZATION AND SOBERING CENTER RENOVATION – PARK
ROAD
BY AND BETWEEN
THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
AND
ATMOS SOLUTIONS, INC.
CONTRACT NUMBER: DCAM-24-CS-RFP-0009

-2-

PROJECT INFORMATION

A. PROJECT SUMMARY

1. Project Name:
Design-Build Services For DC
Stabilization And Sobering Center
Renovation – Park Road
2. Project Address: 1338 Park Road NW, Washington, DC
20010
3. Agreement Type: Design-Build with Guaranteed Maximum
Price
4. Client Agency: Department of Behavioral Health
(“DBH” or “Client Agency”)
5. Design-Builder: Atmos Solutions, Inc.
6. Agreement Amounts:
i. Initial NTE: $3,403,056.74 (includes $950,000.00
Letter Contract amount)
ii. Project Budget $8,045,114.00
7. Design-Builder Compensation:
i. Design Fee (including
Construction Administration): $684,301.00
ii. Design-Build Fee: $603,383.55
iii. Lump Sum General Conditions
Cost: $486,807.50
iv. Allowances:

Zoning Attorney (Land Use) Services:
$15,000
Permitting Expediting Allowance: $15,000
Owner Controlled Allowance: $50,000
Building Permit Fee Allowance: $85,000
Third Party Inspection Allowance: $35,000
Unforeseen Conditions Allowance: $75,000

v. Contingency: To be determined at GMP
8. Failure to Submit Deliverables: $2,500.00 per day plus $250 per day
-3-

9. GMP Basis Project Documents
Submission Date: TBD
10. Substantial Completion Date: November 14, 2026
11. Final Completion Date: December 14, 2026
12. Administrative Term Expiration
Date: January 30, 2026
13. Letter Contract:
a. Period of Performance
From September 27, 2024 (date of
execution of Letter Contract) through date
of execution of the Contract
b. NTE Amount: $950,000.00
14. GMP Basis Project Documents Design Development Documents

Page 4 of 121

DESIGN-BUILD SERVICES
FOR
DC STABILIZATION AND SOBERING CENTER RENOVATION – PARK
ROAD
DCAM-24-CS-RFP-0009
THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT (the “District”), acting by and through its
DEPARTMENT OF GENERAL SERVICES (the “Department” or “DGS”), and ATMOS
SOLUTIONS, INC. a company duly organized under the laws of the District of Columbia ,
and with a place of business at 6856 Eastern Avenue NW, Suite 205, Washington, DC 20012
(the “Design-Builder” or “Contractor” and collectively with the Department, the “Parties”).
RECITALS
WHEREAS, the Department issued a Request for Proposals (“RFP”) dated February
23, 2024, for Design -Build Services for DC Stabilization and Sobering Center Renovation –
Park Road located at District of Columbia Stabilization and Sobering Center (“DCSSC”), 1338
Park Road, NW, Washington, DC (the “Project”);

WHEREAS, the Department intends to implement the Project through a design -build
approach. The scope of work for the Project will be divided into two phases: (i) the design and
preconstruction phase; and (ii) the construction phase;

WHEREAS, the Department requires that the Project be substantially completed no
later than November 14, 2026 (“Substantial Completion Date”);

WHEREAS, the Design-Builder submitted a proposal entitled Design-Build Services
for DC Stabilization and Sobering Center Renovation – Park Road, dated April 5th, 2024, to
provide design-build services for the Project;

WHEREAS, the Department retained the Design -Builder to provide design -build
services for the Project, which is to include design, preconstruction, and construction services
for DC Stabilization and Sobering Center Renovation – Park Road;

WHEREAS, the Design -Builder will provide the architectural, engineering,
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 , and the Design -Builder will
conduct its work in accordance with an underlying budget for the Project, which includes but
is not limited to all design fees, hard and soft construction costs, fees, general conditions of the
Design-Builder, and including an allowance for the maintenance of the facility per the
maintenance and operations plan until achieving Final Completion (such budget, the “Project
Budget”); and

WHEREAS, the Department and the Design-Builder entered into a letter contract dated

Page 5 of 121

September 2 7, 202 4 (the “Letter Contract”) , pursuant to which the Design -Builder was
authorized to proceed with certain design, preconstruction, abatement, and demolition services
in furtherance of the Project.

NOW, THEREFORE, the Department and Design -Builder, for the consideration set
forth herein, mutually agree as follows.

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 Design-Builder 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 s “Agreement” or “Contract” shall mean this entire, integrated agreement
between the Department and the Design-Builder with respect to the Project, consisting of this
document and the Exhibits thereto, including but not limited to the Standard Contract
Provisions (Construction Contracts and Architectural/Engineering Services Contracts) Exhibit
I, the construction documents released for the Design -Builder’s use and any change orders,
contract modifications 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 Design-Builder’s
architect in accordance with the law, and issued by the Design -Builder 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 Design -Builder
shall carry out the bulk of the construction and manage the completion of the design for the
Project, including construction administration services.
Section 1.6. Cost of General Conditions.
The Cost of General Conditions shall have the meaning set forth in Section 8.2 of this
Agreement.

Page 6 of 121

Section 1.7. Contract Documents.
The term “Contract Project Document(s)” refers to one or more components of the Project
documents that comprise the Agreement between the Department and the Design -Builder,
including any modifications or changes thereof, the drawings and specifications, and any
addenda to the RFP issued thereto.
Section 1.8. Design and Preconstruction Phase Services.
The services to be provided under Article 3 constitute the design & preconstruction phase
services to be performed by the Design-Builder.
Section 1.9. Drawings.
The drawings are the graphic and pictorial portions of the Contract Project Documents,
wherever located and wherever issued, showing the design, locations , and dimensions of the
Work, generally including plans, elevations, sections, details, schedule, 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 Project documents the Design-Builder
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 Agreement by which the Design -Builder shall achieve Final
Completion. The Final Completion Date may be modified only by 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 Design -Builder and 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 design-build fee and the Cost of
the Work, that will be paid to the Design-Builder to Fully Complete the Project as set forth in
Article 4. The Guaranteed Maximum Price (“GMP”) may be modified only by Change Order,
Contract Modification, or Change Directive in accordance with the Agreement. The GMP shall
be established in the GMP Amendment.
Section 1.14. Hazardous Material.
Hazardous Material includes but is not limited to, a ny toxic substance or hazardous
chemical defined or regulated pursuant to federal, state , or local laws relating to pollution,
treatment, storage or disposal of waste, or protection of human health or the environment. Such
laws include, without limitation, the comprehensive environmental response , Compensation
and Liability Act, the Resource Conservation and Recovery Act, the Clean Water Act, the
Clean Air Act , and laws relating to emission, spills, leaks, discharges, releases or threatened
releases of toxic material. The term Hazardous Materials shall also include petroleum and
petroleum bi-products.

Page 7 of 121

Section 1.15. Notice to Proceed.
A written notice to proceed, signed by the Department’s Contracting Officer , directing
the Design -Builder 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 (“Project Schedule”) agreed upon by the Department and the
Design-Builder and attached hereto as Exhibit B. Such a schedule shall include a baseline
schedule as updated periodically by the Design -Builder, approved by the Department. The
Project Schedule shall not be changed except by a Contract Modification, Change Order or
Change Directive issued by the Department’s CO or 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.
The parties hereby agree that “Self -Performed Work” means and shall encompass trade
work performed by employees of (1) the Design -Builder; (2) any entity that is a partner or
member of the entity comprising the Design-Builder; (3) any entity that controls, is controlled
by, or is under common control with the Design -Builder; or (4) any en tity that controls, is
controlled by, or is under common control with any entity that is part of the Design -Builder.
Self-Performed Work is distinguished from trade work p erformed by subcontractors
unaffiliated with the Design-Builder or the entities of which the Design-Builder is comprised.
Section 1.18. Services.
The services to be provided pursuant to the Agreement which shall include the Design &
Preconstruction Phase Services and the Construction Phase Services necessary to deliver the
Project.
Section 1.19. Specifications.
The Specifications are that portion of the Contract Project 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 Contract s and Architectural/Engineering Services
Contracts), as amended, is attached hereto as Exhibit I and incorporated herein.
Section 1.21. Subcontractor.
Any person, natural or legal, to whom the Design -Builder delegates the performance of
any portion of the Work required by the Agreement. The term “Subcontractor,” used without
a qualifier, shall mean a subcontractor in direct contractual privity with the Design -Builder.
“Subcontractors at all tiers” shall mean not only those Subcontractors in direct contractual
privity with the Design -Builder and not the Department , but also those performing Work
pursuant to sub -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 Design -Builder’s employees and t o whom the Design -Builder 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

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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 required
permits or approvals have been obtained; (3) all Operation and Maintenance Manuals have
been finalized, submitted, and approved ; all Operations and Maintenance Manuals shall be
submitted to the Department six months prior to Substantial Completion; (4) required trainings
per Turnover Manual have been scheduled within thirty (30) da ys of the Substantial
Completion Date; the Design-Builder shall provide final videotaped recordings within thirty
(30) days of the Substantial Completion Date ; (5) Draft Warranties have been submitted and
approved; all clean -up required by the Agreement has been completed; (6) the Project has
obtained DC Department of Health approval of the kitchen and health suite , if applicable; (7)
the Project site has been deep cleaned and cleared of any debris; (8) the Project is ready for the
Department and Client Agency to use it for its intended purpose; ( 9) all equipment, supplies,
materials and items to be installed have been installed in accordance with the manufacturer’s
specifications and industry standards and have undergone and passed the requisite testing and
inspections. “Minor punch list items” are defined for this purpose as items that, in the
aggregate, can be completed within thirty (30) days without interfering with the Department or
Client Agency’s normal use of the Project ; and (10) commissioning is complete, and a final
punch list is documented with completion dates established.
Section 1.23. Substantial Completion Date.
The date established herein by which the Design -Builder shall achieve Substantial
Completion. The Substantial Completion Date may be modified only by Change Order ,
Contract Modification, or Change Directive in accordance with the Agreement.
Section 1.24. Work.
The term “Work” refers to any and all work done in the performance of the services
necessary, at any and all phases of the Agreement, to Fully Complete the Project.

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GENERAL PROVISIONS
Section 2.1. Letter Contract
The Parties acknowledge that certain of the investigation, design , and preconstruction
activities described in Article 3 of this Agreement were performed pursuant to the Letter
Contract between the Parties dated September 27, 2024. 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 terminate 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 Letter Contract 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 (Construction Contracts) and Article 8 of the Standard
Contract Provisions (Architectural & Engineering Services Contracts) (Exhibit I).
Section 2.3. Relationship of Parties.
The Design-Builder accepts the relationship of trust and confidence established with the
Department by this Agreement, and covenants with the Department to furnish the Design -
Builder’s reasonable skill and judgment and to cooperate with the Program Manager in
furthering the interests of the Department. The Design -Builder 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 endeav or to promote
harmony and cooperation among the Department, Design -Builder, Program Manager, and
other persons or entities employed by the Department for the Project. In performing its duties
under this Agreement, the Design -Builder shall at all times use the standard of care used by
Design-Builders 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 Design -Builder’s
actions or duties, that term shall re fer to the level of competence customarily possessed by
those Design-Builders that construct projects similar to the Project in type, size , and scope in
large, urban areas.
Section 2.4. Confidentiality of Information
The Design-Builder 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 a court order, subpoena or other regulatory authority. The Design -
Builder shall not be divulged of confidential information without the individual’s and the
Department’s written consent and only in accordance with the District’s or Federal
government’s laws, codes and regulations. The Design-Builder 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 Design-Builder and
all Subcontractors shall allow the Department to both participate in the investigation of
incidents and exercise control over decisions regarding external reporting. The Design-Builder,

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Subcontractors, and their respective employees working on this Project may be required to sign
a confidentiality statement.
Section 2.5. Project Description.
The Design-Builder shall provide design-build services required to renovate the District
of Columbia Stabilization and Sobering Center (“DCSSC”) located at 1338 Park Road, NW,
Washington, DC. The scope of this Project includes utilizing the existing test-fit architectural,
mechanical, electrical, fire alarm & security systems, fire protection, and structural drawings
to develop the full-blown construction documents for the building renovation and construction
services. DCSSC is a 24-hour, seven days a week facility that will service consumers for up to
a 72-hour extended duration. The facility will offer low -threshold medical services, medical
clearance/stabilization, comprehensive bio -psycho-social assessment, sobering , behavioral
health intervention/supports, and referral to ongoing community care for consumers who are
experiencing substance abuse disorders (alcohol, opioids, and stimulants), and other behavioral
or psychiatric challenges. In addition, DCSSC will offer medication-assisted treatment,
counseling, and linkage to long -term community services and support of the consumers'
choice. The DCSSC will also serve consumers with co-occurring disorders.
The center is a collaboration led by Department of Behavioral Health (“DBH”) in
partnership with District of Columbia Fire and Emergency Medical Services (“ FEMS”),
Department of Health Care Finance (“DHCF”), Metropolitan Police Department (“MPD”), and
DC Health. At full capacity, the DCSSC is expected to receive 1500 – 2500 admissions per
year. The DCSSC will offer the following services:
o Stays up to 72 hours for consumers seeking treatment;
o Medication to treat substance abuse (alcohol, opioids, and stimulants);
o Psychiatric stabilization services;
o Group and individual therapy sessions ;
o Peer navigation;
o Minor medical services;
o Naloxone dispensing;
o Meals during stays;
o Showers;
o Laundry services; and
o Referrals to long-term care.
Generally, the Design-Builder’s responsibilities shall include, but will not be limited to,
the following:
a) To confirm the design and construction of the Project in accordance with the RFP
Documents, including all applicable attachments.
b) To provide all design, construction, and construction management services necessary to
implement the goals of the Project inclusive of, but not limited to, the following: (i) civil,
architectural, landscape, pool, electrical, structural, plumbing and mecha nical design
services as required for the Project; and (ii) construction management services shall be
inclusive of budgeting, value engineering (“Value Engineering”), scheduling, Project
phasing, Project administration, management, and coordination of subcontractors.
c) To conduct subsurface investigation work 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.

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e) To provide the necessary design, consultants , and documentation for all permitting,
zoning, historic preservation, and US Commission of Fine Arts approvals.

Section 2.6. Program Manager.
The Department has engaged a Program Manager to provide certain program
management functions. Such Program Manager shall, at all times, be acting solely for the
benefit of the Department, not the Design-Builder. The Design-Builder hereby acknowledges
and agrees that only a duly authorized and designated Contracting Officer shall have the
authority to issue Change Orders , Contract Modifications, or Change Directives on the
Department’s behalf. As of the date that this Agreement is executed, the Department’s
duly authorizing Contracting Officers are set forth in Exhibit H.
Section 2.7. General Description of Design-Builder’s Duties.
Generally, the Design-Builder shall perform the Services in a professional workmanlike
manner. The Design-Builder shall supply and furnish at the location where the Work is to be
performed all design service, labor, materials, equipment, tools, services, and supervision, and
shall bear all items of expense, necessary to complete and satisfactorily perform this
Agreement, except such i tems that the Department, in this Agreement, specifically agrees to
supply or furnish to or for the use of Design -Builder. Any labor, materials, equipment, tools,
services, or supervision not specifically described in this Agreement, but which may be fairl y
implied as required thereby or necessary to properly complete the Work, shall be deemed
within the scope of work (“Scope of the Work”) and shall be provided by the Design-Builder
at Design-Builder’s sole expense.
The Design -Builder will be required to work with the Department and the Project
stakeholders through a collaborative design process to advance the Project in accordance with
the available Project budget. The Design-Builder will be required to engage in extensive pre -
design and preconstruction efforts to ensure that the design is developed in a manner consistent
with the Department’s goals for the Project (e.g., programmatic, budgetary, schedule , and
quality); to develop a comprehensive Project phasing; to solicit competitive trade bids for the
construction work and to develop an acceptable GMP and corresponding scope and schedule
for the work , and to implement the requisite construction and other work necessary no later
than the Substantial Completion Date. The Design-Builder will be required to provide move
coordination and logistics support.
Section 2.8. Warranties and Representations

Section 2.8.1 All disclosures, representations, warranties, and certifications the Design-
Builder makes in its proposal in response to the RFP shall remain binding and in effect
throughout the term of the Agreement. The Design -Builder reaffirms that all such
disclosures, representations, warranties, and certifications are true and correct.
Section 2.8.2 If any disclosure, representation, warranty or certification the Design -
Builder has made or makes pursuant to the RFP or the Agreement, including, without
limitation, representations concerning the Design -Builder’s construction or design
experience and qua lifications, 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.
Section 2. 8.3 The terms and conditions of Section 2.8 shall apply during both the
Design & Preconstruction and Construction Phases.

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Section 2.9. Responsibility for Agents and Contractors.
At all times and during both the Design & Preconstruction and Construction Phases, the
Design-Builder shall be responsible to the Department for any and all acts and omissions of
the Design -Builder’s agents, employees, Subcontractors, Sub -Subcontractors, m aterial
suppliers, laborers, and agents and employees of the Subcontractors, Sub -Subcontractors,
material suppliers, and laborers performing or supplying Work in connection with the Project.

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DESIGN-BUILDER’S DESIGN & PRECONSTRUCTION SERVICES
Section 3.0 Preconstruction Services.
During the Design and Preconstruction Phase, the Design-Builder, in consultation with
the Department, shall: (i) develop a conceptual plan and cost estimates; (ii) develop a draft
final conceptual site plan/response and cost estimate; (iii) prepare and submit soft and hard
copies of the complete set of 35% Schematic Design Documents; (iv) prepare and submit soft
and hard copies of the complete set of 60% Design Development Documents, Specifications
and the Design-Builder’s cost estimate and schedule; (v) prepare soft and hard copies of the
complete set of 95% Construction Documents, Specifications and Design -Builder’s cost
estimate and schedule; (vi) review existing condition assessment and recommendation; and
(vii) obtain all necessary building permits to s upport the Project Schedule (Exhibit B ).
Without limiting the generality of the foregoing, during the Preconstruction Phase, the
Design-Builder shall: (i) work with its Architect and any design consultants to advance the
design for the Project in consultation with the Client Agency, the Department, and its Program
Manager; (ii) obtain bids from trade subcontractors to perform the work described in the
Design Development 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 identifying any long-
lead items; (v) develop a GMP proposal for the Project; and (vi) enter into a GMP for the
Project. Throughout the Design & Preconstruction Phase, the Design-Builder shall schedule
and attend regular meetings with the Department, the Program Manager, and the Design -
Builder’s Architect. A list of preconstruction deliverables is set forth in Exhibit C.

Section 3.1 Design and Preconstruction Phase Initial Deliverables
The Design-Builder’s initial task will be to develop a concept design and budget for
the Project . As part of this effort, the Design -Builder shall prepare and provide the
following initial deliverables:
Section 3. 1.1.1 Baseline Schedule. Within twenty -one (21) days after the
Preconstruction NTP is issued, the Design-Builder shall prepare and submit a Baseline
Schedule for the Project (the “ Baseline Schedule”). The Baseline Schedule shall be
subject to review and approval by the Department and the Design -Builder shall
incorporate such adjustments to the Baseline Schedule as may be reasonably requested
by the Department. The Baseline Schedule shall be prepare d in a critical path method
(“CPM”) in a sufficient level of detail to permit the Department and the Design-Builder
and any other affected parties to properly plan the Project. The Baseline Schedule shall
show: (i) key design milestones and bid packages; (ii) release dates for long lead items;
(iii) release dates for key subcontractor s; and (iv) Substantial and Final Completion
Dates. The Baseline Schedule shall include durations and logic ties for those building
systems that the Design -Builder is recommending for replacement. The Baseline
Schedule must also be submitted in Primavera 6 native format and shall be updated by
the Design-Builder, at a minimum, on a bi-weekly basis.

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Section 3.1.1.2 Concept Design. The first phase of the Project will include the
preparation of a concept design and program development. No later than three (3)
weeks after the Preconstruction NTP is issued, the Design -Builder shall prepare and
submit a proposed concept design for the Pr oject. The concept design shall contain at
least the level of detail contemplated in standard industry practice and shall contain
such detail as is typically required for a concept design under standard industry practice.
The Department shall have the right to disapprove the concept design submittal for any
reason. Following review of the concept design submission by DBH and the
Department, the Design-Builder shall make revisions to the concept design submission
as necessary to incorporate comments, feedback and other direction provided by DBH
and the Department. The Design-Builder’s pricing shall assume that such revisions will
be required, and such revisions shall not entitle the Design -Builder to additional
compensation. The concept design services shall include but are not limited to the
following:
a. Conduct meetings with DGS representatives to confirm program and
verify facility requirements.
b. Conduct community focus meeting to develop programming and solicit
input.
c. Conduct life safety/building code analysis to verify compliance of
design with all current applicable codes recently adopted and/or adopted
by Washington, DC, including the latest District of Columbia Building
Code, the latest District of Columbia Green Construction Code, the
latest District of Columbia Energy Conservation Code, the latest District
of Columbia Fire Code, the latest District of Columbia Mechanical
Code, and the latest District of Columbia Plumbing Code.
d. Participate in Value Engineering workshops, as required, with the DGS
representatives.
e. Prepare and submit Environmental Impact Screening Form (“EISF”).
f. Survey existing site to confirm locations and types of hazardous
materials to be abated or mitigated.
g. Conduct a complete survey of the site as required to successfully
complete renovation. At a minimum, the survey shall include existing
condition of the site and documentation of existing condition. The
Design-Builder shall be responsible for the collect ion, assessment, and
verification of existing conditions.
h. Confer with the Department’s IT representatives/consultants to verify
technological requirements for the Project.
i. Renovation and new construction should be designed to qualify for
LEED Silver certification.

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Section 3.1.1.3 Preliminary Budget Estimate. Concurrently with the delivery of the
concept design, the Design-Builder shall submit a detailed cost estimate of the proposed
design (such estimate, the “Preliminary Budget Estimate”) in excel format. The
Preliminary Budget Estimate shall be prepared on a “system” basis that identifies the
key systems or functions and allocates an estimated cost for each such system. The
Design-Build Fee, the cost of general conditions, and contingencies shall be broken out
in separate line items. The primary purpose of the Preliminary Budget Estimate is to
aid the Department and DBH in understanding the costs associ ated with key elements
of the Project to better prioritize and manage the use of the funding allocated to this
Project.
Section 3.1.1. 4 Baseline Budget and Program. The Department shall provide the
Design-Builder with a baseline budget and program and comments on the concept
design. Such approval shall be provided (or signed by) the Department’s Deputy
Director for Capital Construction (the “Deputy Director”). In the event the Design -
Builder does not receive such approval within fourteen (14) days after submitting the
Preliminary Budget Estimate, it shall so advise the COTR, the Deputy Director and the
contracting officer ( “Contracting Officer” or “CO”) in writing of such failure and
request direction. If the Design-Builder fails to provide such notice, the Design-Builder
will be proceeding at its own risk and will be responsible for any redesign costs
associated with budget revisions.
Section 3. 1.1.5 Construction Management Plan. The Design -Builder shall
submit a draft of its construction management plan (“Construction Management Plan”)
within fourteen (14) days after the Preconstruction NTP is issued to include, but is not
limited to, noise control, hours for construction and deli veries, truck routes, trash and
debris removal plan, traffic and parking control, communications procedures,
emergency procedures, quality control procedures, dust control, public street cleaning
and repair, pl anned 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 3.1.1.6 Disincentive Fee for Failure to Timely Provide Deliverables . The
Design-Builder acknowledges that the Department is engaging the Design -Builder 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 deliverables required under this Section 3.1.1.1
are key to identify the value of such services. In the event the Design -Builder fails to
deliver any of the deliverables required in Section 3.1.1.1 (and unless such failure is
the result of any event of Force Majeure), the Design -Builder shall be subject to a
disincentive fee in an amount of Two Thousand Five Hundred Dollars ($2,500) , plus
Two Hundred and Fifty Dollars ($250) per day after receiving written notice from either
the COTR or the Contracting Officer of failure to submit such deliverables.

Section 3.1.1 .7 Additional Preconstruction Services. In addition to those items
enumerated above, the Design -Builder 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.

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Section 3.1.2 Design Management
During the Design and Preconstruction Phase, the Design-Builder, in consultation with the
Department, shall: (i) develop Concept Design Submission and cost estimates; (ii) develop
a draft final conceptual site plan/response and cost estimate; (iii) prepar e and submit soft
and hard copies of the complete set of Schematic Design Documents; (iv) prepare and
submit soft copies of the 50% Design Development Documents and budget, approximately
half way through the Design Development phase as progress set to the Department; (v)
prepare and submit soft and hard copies of the complete set of Design Development
Documents, Specifications and Design -Builder’s cost estimate and schedule; (vi) prepare
soft and hard copies of the complete set of Construction Documents, Specifications and
Design-Builder’s cost estimate and schedule; (vii) review existing condition assessment
and recommendation; and (viii) obtain all necessary building permits to support the Project
Schedule. Without limiting the generality of the forego ing, during the Preconstruction
Phase, the Design-Builder shall: (i) work with its Architect and any design consultants to
advance the design for the Project in consultation with the Client Agency, the Department,
and its Program Manager; (ii) obtain bids from trade subcontractors to perform the work
described in the Design Development 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 identifying any long-lead items; (v) develop a GMP proposal for the Project; and
(vi) enter into a GMP for the Project. Throughout the Design & Preconstruction Phase, the
Design-Builder shall sche dule and attend regular meetings with the Department, the
Program Manager, and the Design-Builder’s Architect.

Between the time the Preconstruction NTP is issued and the time the GMP is accepted by
the Department, the Design -Builder shall use commercially reasonable best efforts to
ensure that: (i) the design evolves in a manner that is consistent with the Departme nt’s
budget and programmatic requirements, as the same were defined and established by the
Department at the end of the concept design; (ii) the design work is properly coordinated;
and (iii) the required design deliverables are produced on or before the dates contemplated
in the Project schedule. As part of this undertaking, the Design -Builder shall provide the
following:

Section 3.1.3.1.1 Schematic Design . The Design -Builder shall prepare a schematic
design that is a logical development of the approved concept design and is consistent
with the Department’s schedule, budget which includes both soft and hard costs (i.e.
design to budget of $8,045,114.00) and p rogrammatic requirements. The schematic
design shall contain at least the level of detail contemplated in standard industry
practice and shall contain such detail as is typically required for a schematic design
under standard industry practice. The design submittal shall specifically identify any
deviations from the approved concept design and shall explain the rationale, cost and
time implications associated with such deviation. The Department shall have the right
to disapprove the schematic design submittal for any reason.
Following review of the schematic design submission by DBH and the Department, the
Design-Builder shall make revisions to the schematic design submission as necessary
to incorporate comments, feedback and other direction provided by DBH and the
Department. The Design-Builder’s pricing shall assume that such revisions will be
required, and such revisions shall not entitle the Design -Builder to additional

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compensation.
Section 3.1.3.1.2 Schematic Budget Estimate Update. Concurrent with submission
of the schematic design, the Design -Builder shall submit a budget update. The budget
update shall be submitted in the same format as the Preliminary Budget Estimate and
shall show variations from Preliminary Budget Estimate. To the extent the budget
update shows an overrun from the approved budget, the Design -Builder shall submit
Value Engineering suggestions that would return the Project to budget. Only the
Department shall h ave the authority to increase the Project budget, and absent such
direction, the Deign-Builder shall proceed on the assumption that the budget remains
as originally directed by the Department.
Section 3.1.3.1.3 Constructability/Sole Source/Long-Lead Time Memorandum.
Concurrently with the schematic design budget estimate , the Design-Builder 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 schedule contemplated in
this Agreement. To the extent any such long-lead items are identified, the memorandum
shall make recommendations for addressing such items.

Section 3.1.3.1.3.1 Early Start Work & Long Lead Materials. The Department
may release the Design -Builder to commence Early Start Work including but not
limited to hazardous material abatement, interior demolition, geothermal, below
grade work, utility work, or other early activities, as applicable. It is envisioned that
this work may be released by the Department in advance of the GMP. If the Design-
Builder believes an earlier release is required in order to meet the Project Schedule,
it shall advise the Department and make a recommendation as to the requested
release date. Any decision to authorize an early start shall be made by the
Department in its sole and absolute discretion
Section 3.1.3.1.4 Entitlements. The Design-Builder shall prepare, as part of the design
and pre -construction phase, such materials and make such presentations as are
necessary to obtain the required land use and entitlement approvals. Approvals may be
required from but not limited to: (i) the Office of Zoning, (ii) Office of Planning (“OP”),
(iii) State Historic Preservation Office (SHPO), (iv) the National Capital Planning
Commission (“NCPC”) and (v) the Commission of Fine Arts (“CFA”).

Section 3.1.4 Design Development
The Design -Builder shall prepare a set of design development documents (“Design
Development Documents” or “DDs”) that is a logical development of the approved
schematic design, along with any oral or written feedback provided by the Department,
and is cons istent with the Department’s schedule, budget, and programmatic
requirements. The Design Development Documents shall contain at least the level of
detail contemplated in standard industry practice and shall contain such detail as is
typically required for a schematic design under standard industry practice. The design
submittal shall specifically identify any deviations from the approved schematic design
and shall explain the rationale and cost implications associated with such deviation. The

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Department shall have the right to disapprove the Design Development Documents
submittal for any reason.

The specific services required during this phase are:
a. Select and draft outline specifications for materials, systems, and
equipment.
b. Develop detailed and dimensioned plans, sections, and schedules.
c. Complete code compliance analysis and drawing.
d. Confirm space -by-space equipment layouts with representatives from
DGS.
e. Conduct follow up meetings with agencies as required.
f. Coordinate FF&E. Design documents should be sufficient to provide for
the purchase and installation of FF&E for a functional facility.
g. The Design -Builder shall prepare such materials and make such
presentations as are necessary to present the design to Commission of
Fine Arts (“CFA”), Historic Preservation Office (“HPO”), Office of
Planning (“OP”), and other regulatory agencies as required.
h. The Design-Builder is responsible for coordinating with sub-consultants
for storm water management, and other specialized work, as necessary.
i. Renovation and new construction should be designed to qualify for
LEED Silver certification.

Section 3.1.5 Concept Design Phase Deliverables. During this phase, the Design-
Builder shall be required to prepare and submit to the Department the below -listed
deliverables. All such deliverables shall be subject to review and approval by the
Department, and the Design -Builder’s pricing should assum e that revisions may be
required to these documents to address concerns raised by the Department and/or other
Project stakeholders.
a. A conceptual site plan;
b. Updated property survey, including notations of utilities and all other easements;
c. Historic resources survey;
d. Zoning analysis;
e. Geotechnical Survey;
f. Architectural Concept Development;
g. Site plan;
h. Preliminary cost estimates; and
i. Project schedule.

Section 3.1.6 Schematic Design Phase. During this phase, the Design-Builder shall
be required to prepare and submit to the Department the following deliverables. All such
deliverables shall be subject to review and approval by the Department and the Design -
Builder’s pricing should assume that revisions may be required to these documents to
address concerns raised by the Department and/or other Project stakeholders.
a. Digital site plan;
b. Preliminary elevations and sections;
c. Plan-to-Program Comparison;
d. Design Narrative;
e. Updated Schedule and Cost Estimate;

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f. Phasing Plan, if necessary;
g. If Value Engineering is necessary, it should be executed at this stage of the design
submission with all the stakeholders; and
h. Meeting minutes of Preliminary Design Review Meetings.

Section 3.1.7 Design Development. The following deliverables are required during this
phase:
a. 35% (minimum progress) documents for all technical disciplines, drawings and
specs;
b. 50% design development progress printing;
c. A reconciliation report that addresses issues raised by DGS representatives as a
result of the 50% progress printing; and
d. Submit the Design-Builder’s second estimate for the hard cost of the Project with a
Maximum +/- 5% of the Project budget.

Section 3.1.8 Permit Set. The following deliverables are required during this phase:
a. Drawings and specifications, ready for permitting, hard copy and electronic.
b. Final estimate of construction cost.

Section 3.1.9 Early Release/Abatement & Demolition/Long Lead Materials

Section 3.1.9.1 Abatement & Selective Demolition . Once the schematic design has
been approved, the Department may release the Design -Builder to commence
hazardous material abatement and/or other early activities, as applicable. It is
envisioned that this work may be released in advance of the GMP.

Section 3.1.9.2 Long Lead Materials. The Department will release funding for long -
lead items once the Design Development Documents have been approved. If the
Design-Builder believes an earlier release is required in order to meet the Project
schedule, it shall advise the Department and make a recommendation as to the requested
release date. Any decision to authorize an early release shall be made by the Department
in its sole and absolute discretion.

Section 3.1.9.3 Permits. The Design-Builder shall be responsible for preparing and
submitting all of the required permit applications that are necessary to complete the
Project, including trade permits. The Design-Builder shall develop a list of the required
permits and shall track the progress of all such permits through the review process. The
Design-Builder shall update the Department with the status of each permit that is
required for the Project. The Design-Builder shall engage such permit expediters as the
Design-Builder deems necessary or appropriate in light of the Project’s schedule. The
Design-Builder shall participate in DOB’s Velocity accelerated plan reviews and permit
approval program as part of the permit allowance included in this Contract. The
Design-Builder shall provide the resources necessary to support these requirements.

Section 3.1.10 Self-Performed Work. The Design-Builder 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.

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Section 3.1.11 Design Management (Construction Documents)

The Design-Builder shall manage the completion of the design of the Project. As part of
this effort, the Design-Builder shall undertake the following activities:

3.1.11.1 Mid-Point Construction Document Review. Based on the approved Design
Development Documents and any approved Value Engineering, the Design -Builder
shall prepare a set of Construction Documents. It is contemplated that the Construction
Documents will be issued in several different sets (i.e. archi tectural, electrical,
mechanical, structural, etc.). As each such set reaches a point where it is approximately
fifty percent (50%) complete, the Design -Builder shall prepare and submit a progress
printing to the Department for its review and comment.

3.1.11.2 Construction Document Review and Coordination. The Design -Builder
shall complete each of the Construction Documents packages in a manner that
addresses the concerns raised by the Department during the review contemplated in
Section 3.1.7.1 for such package. The Design -Builder shall issue one or more set of
permit documents to the Department for its review and approval (“Permit Set”). The
Permit Set shall represent the further progression of the approved DDs together with
any value engineering strategies approved by the Department. The Permit Set shall be
Construction Documents progressed to approximately 90% completion of those
required in a traditional design-build delivery method. With regard to each such set, the
Design-Builder shall highlight (or bubble) any aspect of the design that represents a
material deviation from the approved Design Development Documents and shall
address in a narrative format the impa ct, if any, such departure shall have on the
Project’s aesthetics, functionality or performance. The Department shall have the right
to disapprove the Construction Documents for any reason. If the Department
disapproves the Construction Documents, the Design-Builder will not be entitled to any
additional compensation. If, however, the Departm ent disapproves a Construction
Document that is a logical extension of the approved Design Development Documents,
the Design-Builder will be entitled to an adjustment to the GMP and/or the Agreement
schedule unless such a package departs from the Scope of Work fairly reflected in the
GMP Drawings and Specifications and in such event the Design -Builder shall be
required to prepare a revised design that complies with the GMP drawings and
specifications (“Drawings and Specifications”) and without any entitleme nt to an
increase in the GMP or an adjustment of the Agreement schedule. In the event the
Department does not approve a document within fourteen (14) days after issuance, such
document shall be deemed approved unless the Department advises that such document
is still under review. In the event the Department’s review takes longer than fourteen
(14) days, such additional review shall be deemed a change event.

During the Permit Set phase, the Design-Builder shall complete the following tasks:
a. Continue to prepare detailed and coordinated drawings and specifications.
b. Prepare application and submit documents for building permit.
c. Work with the Department’s third-party plan reviewer to review the documents
for permit document submission.
d. Upload all documents to the Department of Buildings (“DOB”) permit
document review website in accordance with their instructions.

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e. Prepare and submit early -release excavation, foundations, concrete and steel
packages, if needed.
f. Prepare and submit DC Water permit application packages (all permit types that
may be required) and DOEE Storm Water Management and Green Area Ratio
packages for review and approval.
g. Prepare DDOT public space modifications package for submission to and
approval by DDOT Public Space Committee, participate in Committee
meetings as necessary.
h. Prepare all traffic control plans required to obtain relevant DDOT permit
approvals at all stages of the Project, as required.
i. Renovation and new construction should be designed to qualify for LEED
Silver certification.

In addition, the Design-Builder shall be required to: (a) define, clarify, or complete the
concepts and information contained in the Permit Set; (b) correct design errors or
omissions, ambiguities, and inconsistencies in the Permit Set (whether found prior to
or during the course of construction); and (c) cor rect any failure to follow written
instructions of the Department during any phase of design services or the construction
of the Project provided they are compatible with industry standards.

3.1.11.3 Code Review. The Design -Builder shall submit the Permit Set to the
Department of Buildings in order to obtain the necessary building permits to construct
the Project. The Design-Builder shall monitor the permit process and shall incorporate
any changes or adjustments required by governmental authorities having jurisdiction
over the Project. The Design-Builder shall also issue any such changes to the
Department for its review and approval. In this submittal, the Design -Builder shall
highlight (or bubble) any aspect of the design that represents a material deviation from
the permit set documents and shall address in a narrative format the impact, if any, such
departure shall have on the Project’s aesthetics, functionality or performance.
Subsequent t o obtaining the necessary building permits, the Design -Builder shall
prepare one or more sets of “issued for construction documents” (the “IFC Set(s)”).

3.1.11.4 Design Changes. If it should become necessary to amend any of the approved
IFC Set(s), the Design -Builder shall prepare an amendment to the drawings and shall
submit such amendment to the Department for its review and approval. In this
submittal, the Design-Builder shall highlight (or bubble) any aspect of the design that
represents a material deviation from the permit set documents and shall address in a
narrative format the impact, if any, such departure shall have on the Project’s aesthetics,
functionality or performance. In the event the Department does not approve such
document within ten (10) business days after issuance, unless otherwise denied, such
document shall be deemed approved, provided however that the Department has not
advised that such document is still under review.

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Section 3.1.12 Building Information Modeling

DGS is implementing Building Information Modeling (“BIM”) as a standard on the
Project. DGS’ BIM plan will facilitate more informed decision making, design -intent,
communication, Project coordination across various phases; enhance Project delivery schedule
and budget management, post -construction asset and facility management, and building
automation. This will be accomplished through the real time collaboration and utilization of a
common data environment.
The Department uses BIM and, as such, will require a BIM process to be followed for
the Project. This process will include the following additional tasks and deliverables:
a. An initial meeting dedicated to reviewing the BIM process and requirements for all
parties as well as periodic BIM status meetings.
b. BIM (Revit) models created during design that conform to DGS’ modeling
requirements and LOD standards.
c. BIM models used during pre-construction to facilitate coordination of trades.
d. BIM (Revit) models during pre -construction that conform to DGS’ modeling
requirements and LOD standards and will allow for efficient transfer of FM data as well
as to be used as backgrounds for future renovation work.

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Article 4 - FORMATION OF GMP PROPOSAL
Section 4.1. General.

During the Design & Preconstruction Phase, the Design -Builder shall cause the Design-
Builder’s Architect to prepare the design development documents, which will serve as the GMP
basis project documents (“ GMP Basis Project Documents ”). Based upon the GMP Basis
Project Documents, the Design -Builder shall propose a GMP (referred to as the “GMP
Proposal”), which shall be submitted in accordance with this Article. The Design -Builder
acknowledges and understands that the GMP Basis Project Documents will be incomplete at
the time it submits its GMP Proposal. Although complete construction Project Documents will
not be available and many details will not be shown on GMP Basis Project Documents or will
otherwise need to be adjusted, the GMP proposed in the Design-Builder’s GMP Proposal shall
be intended to represent the Design-Builder’s offer for the Final Completion of the Project. If
the Design-Builder’s GMP Proposal is acceptable to the Department, it shall be memorialized
in the form of an amendment to this Agreement (such amendment, the “GMP Amendment”).
Such an amendment shall be in the form of Exhibit K attached hereto.

As part of the GMP Amendment, the Design -Builder shall certify that the GMP
established thereby (i) contains sufficient amounts to perform all Work necessary for the Final
Completion of the Project; and (ii) contains sufficient amounts to provide and const ruct any
items or facilities that are not contained in the GMP Basis Project Documents, but which are
necessary for a fully functioning facility that meets the programmatic requirements established
for the Project. The Design -Builder will further covenant and agree in the GMP Amendment
that it will perform all of the construction work necessary for the Final Completion of the
Project, including, without limitation, aspects of the Work that are not shown on the GMP Basis
Project Documents, but which are a lo gical development of the design intent reflected in the
GMP Basis Project Documents, for an amount not to exceed the Guaranteed Maximum Price.
Section 4.2. Review of GMP Basis Project Documents.
The Department has selected the Design -Builder, in large part, because of its special
expertise in constructing similar projects. Before submitting its Guaranteed Maximum Price,
the Design -Builder shall review the GMP Basis Project Documents for accuracy,
constructability, and completeness and shall bring such deficiencies to the attention of the
Department and shall cause its Architect to address any such deficiencies. To the extent that
any such deficiencies in the GMP Basis Project Documents could have been identified by such
review by a competent Design-Builder, 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 Design-Builder 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 Project 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 discoverable as of the effective
date of the Agreement ( the “Contingency”). During the Construction Phase, the Design -
Builder 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

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Officer when draws reach 3% upon the contingency in a timely manager ; and (ii) provide the
Program Manager and Contracting Officer with running status of the Contingency balance at
least once every two (2) weeks.
Section 4.4. Trade Bids.

Section 4.4.1 . Subcontractors and Suppliers; Bidding Procedures. During the
Design & Preconstruction Phase, the Design -Builder shall seek to develop
subcontractor interest in the Project. Within fifteen (15) days after the completion of
the schematic design, the Design-Builder shall provide to the Department for its review
and approval a written submission on the proposed bidding procedures. Such
procedures shall include: (i) a list of proposed trade packages; (ii) a list of trade
subcontractors that will be invited t o bid on each such package; and (iii) a narrative
description of the process. At least three (3) potential subcontractors shall be identified
for each trade package. A copy of this deliverable must be submitted to both the
Program Manager and the Contract ing Officer. In the event the Department does not
approve the proposed bidding procedures within fifteen (15) days after its receipt, such
procedures shall be deemed approved unless the Department advises that such is still
under review.
Section 4.4.2 Bidding. Following the Department’s approval of the Design
Development Documents, the Design-Builder shall manage the trade bidding process
in accordance with the approved bidding procedures and shall use commercially
reasonable best efforts to solicit at least three (3) qualified and bona fide bids for each
trade package that has an expected value in excess of One Hundred Thousand Dollars
($100,000). Trade packages shall not be parceled, split , or divided to avoid the
$100,000 threshold. In addition to the information normally required in such bids, the
Design-Builder shall also require subcontractors to provide an estimate of the
percentage of labor hours performed in completing the subcontracted work that will be
performed by District residents. The Design -Builder 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’ compli ance
with bid requirements, all bi ds received, the Design -Builder’s evaluations of all bids,
and the basis for the Design -Builder’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 independently confirm the Design -Builder’s
adherence to all requirements set forth in the Agreement, including, without limitation,
affirmative action requirements and subcontracting requirements.
Section 4.4.3 Bid Tab. As part of the negotiations leading up to the GMP, the Design-
Builder shall provide to the Department tabulations of the trade bids solicited and copies
of all trade bids. In general, the bid tab shall be presented in a tabular format that
compares the bids received and any other relevant information (i.e. exclusions, past
performance history, etc.). The bid tabulation shall include scope assessments and
identify the required leveling of the trade submitted. To the extent that the Design-
Builder’s award recommendation is based on scoping adjustments, the Design-Builder
shall clearly identify the scoping adjustment and the need for such adjustments. Such
bid tabulation shall include LSDBE utilization information in addition to pric e and
other information. Such bid tabulations as well as copies of the bids shall be submitted
to the Department’s Program Manager. The Design -Builder represents and warrants
that the bid tabs so submitted shall fairly represent the results of the subcon tractor

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bidding process and that the Design-Builder shall not misrepresent any such data to the
Department or its Program Manager.
Section 4.5. Value Engineering.
Based on the trade bids received, the Design -Builder shall prepare a written report of
suggested Value Engineering strategies necessary to reconcile the costs of constructing the
Project Budget, if necessary. The Design -Builder shall meet with the Department’s
representatives to discuss any Value Engineering and changes in the scope necessary to ensure
that the Department’s schedule and programmatic requirements are met and that the budget is
not exceeded. The Design -Builder shall cause the Design-Builder’s Architect to implement
and price any approved Value Engineering strategies.
Section 4.6. Basis of Guaranteed Maximum Price.
Based on the trade bids, the Design -Builder shall submit a GMP Proposal to the
Department. The GMP Proposal shall include the following elements:
a) A list of drawings, specifications, addenda, general supplementary and other
conditions on which the GMP is based.
b) A list of unit prices and allowance items and a statement of their basis.
c) Assumptions and clarifications made in preparing the GMP Proposal, noting in
particular any exclusions. The assumptions and clarifications shall take
precedence over the drawings and specifications. The Design -Builder shall
prepare a separate memorandum that highlights any differences between the then
approved drawings and the modifications made in the assumptions and
clarifications. Such memorandum shall specifically address any changes in the
Project aesthetics, functionality or performance.
d) The proposed GMP, including a statement of the detailed cost estimate organized
by trade categories, allowances, contingency, and other items and the fees that
comprise the GMP.
e) An update to the Project’s schedule to which the Design-Builder will agree to be
bound. This update shall be prepared in the same level of detail and in the same
manner as the Baseline Schedule.
f) A subcontracting plan setting forth the names and estimated dollar volume of the
work that will be perform by LSBDEs, as certified by the Department of Small
and Local Business Development, upon which the GMP is based.
Section 4.7. Department Review of GMP Proposal.
The Design-Builder shall meet with the Department to review the GMP Proposal and the
written statement of its basis. In the event that the Department discovers any inconsistencies
or inaccuracies in the information presented, the Department shall promptly notify the Design-
Builder, who shall make appropriate adjustments to the GMP Proposal, its basis, or both.
Section 4.8. Department Acceptance of GMP Proposal.
The Department and the Design -Builder shall meet to negotiate the terms of the GMP
Proposal. If the GMP Proposal is acceptable to the Department, the Department shall submit
the resulting GMP Amendment to the Council for the District of Columbia. The GMP shall
be subject to review and approval by the Council for the District of Columbia in the event
it exceeds the previously approved contract value by more than $1 million. In such event,
the GMP shall not be effective until so approved . Please note that the Council submission
and approval timeline varies, and Contractor should plan for 60 -90 days on average for this
process, taking into consideration that the Council is not in session over the summer months.

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Section 4.9. GMP Amendment.
In the event that an acceptable GMP Proposal is not developed and a GMP Amendment
is not executed, the Agreement will be terminated. In the event the Agreement is terminated
pursuant to this Section, the Department shall be free to use any of the Project documents and
information developed through the date of termination to retain a new contractor to complete
the Project. In such an event, the Design -Builder shall only be entitled to Fifty percent (50%)
of the Preconstruction Fee.
Section 4.10. Assignment Upon Failure to Reach GMP.
In the event that the Department and the Design-Builder are unable to agree upon a GMP,
the Department shall have the right to terminate this Agreement, and if requested by the
Department, the Design-Builder shall assign any trade subcontracts and its agreement with the
Design-Builder’s Architect to the Department upon such terms and conditions and at the time
requested by the Department. In such an event, the Design-Builder shall forfeit fifty percent
(50%) of the Preconstruction Fee.
Section 4.11. Certification.
As part of the GMP Proposal submitted in accordance with this Article, the Design -
Builder agrees to specifically acknowledge and declare that the Contract Project Documents
are sufficiently complete to have enabled the Design-Builder to determine the Cost of the Work
therein in order to enter into the GMP Amendment and to enable the Design -Builder to agree
to construct the Work outlined therein in accordance with applicable laws, statutes, building
codes and regulations to the best of Design-Builder’s knowledge, and otherwise to fulfill all its
obligations hereunder. The Design -Builder shall further acknowledge that it has visited the
site, examined all conditions affecting the Work, is fully familiar with al l of the conditions
thereon and affecting the same, and, has carefully examined all drawings and specifications
provided to it.
Section 4.12. Unsafe Materials and Hazardous Materials

Section 4.12.1. The Design -Builder shall not bring, spill or release onto the site
asbestos, polychlorinated biphenyls (“PCBs”), or any other Hazardous Material that is
not customarily used in a facility of the type and similar to the Project, and shall bring
it to the Department’s attention any specification of such Hazardous Materials in the
Design D ocuments. If the Design -Builder 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.
Section 4.12.2. The Design-Builder shall abate and remove Hazardous Materials on or
within the site as necessary to complete the Work contemplated by this Agreement.
The Design -Builder 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 Design -Builder shall also give those notices at the
appropriate times. The Design-Builder shall ensure abatement subcontractors and disposal
sites are appropriately licensed and qualified.

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Section 4.12.3. The Design -Builder shall be entitled to submit a change request in
accordance with Article 3 of the Standard Contract Provisions (Construction Contracts)
in the event the Design -Builder encounters Hazardous Materials beyond those
contemplated in the Contract Documents.
Section 4.12.4. The Design -Builder 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.

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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 Design -Builder shall, through Subcontractors
or, with the written consent of the Department, with the Design-Builder’s 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 Project documents and the other
requirements of this Agreement. Without limitation, the Design -Builder shall provide all of
the labor, materials, tools, equipment, temporary services, and facilities necessary to complete
the Project in accordance with the drawings, specif ications, Schedule, and Budget that are
issued for the Project. The Design-Builder shall be responsible for paying for and obtaining all
necessary permits and paying all necessary fees for utility connections. 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 o therwise specified by the Department and shall be free of manufacturing or other
defects.
Section 5.1.1 Construction Administration . The Design -Builder, through its
Architect/Engineer, shall provide construction administration services to support the
construction phase of the Project.
The Work shall include, but is not necessarily limited to, the following:
a. Manage all aspects of the construction of the Project.
b. Manage bi-weekly progress meetings. Site visits are included in base fee. Hourly -
not-to-exceed allowance is included for consultant site visits.
c. Review and process shop drawing submissions, RFI’s, etc.
d. Prepare meeting notes and records of decisions/changes made.
e. Conduct pre-closeout inspections.
f. Review closeout documents for completeness, such as As -Built Drawings based on
the Contractor’s red line drawings and/or coordinated set developed during the
subcontractor coordination process. As -Built Drawings should be transmitted to
DGS in hard copy, PDF, and CAD formats.
g. Upload all documents, plans, meeting minutes in the DGS ProjectTeam system for
review and approval for all pre -construction, construction and post construction
activities.
Section 5.1.2. Unrenovated Portions of the Structure.
In constructing the Project, the Design -Builder 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 functions at a lower level of functionality as a result
of the Design -Builder’s Work, the Design -Builder shall be back -charged the costs
incurred by the Department in addressing the decreased functionality.

Section 5.2. Design Completion.

Section 5.2.1 Mid-Point Construction Project Document Review.

Page 29 of 121

Based on the approved Design Development Documents and any approved Value
Engineering, the Design -Builder shall prepare a set of Construction Documents. It is
contemplated that the Construction Documents will be issued in several different sets
(i.e. architectural, electrical, mechanical, structural, etc.). As each such set reaches a
point where it is approximately fifty percent (50%) complete, the Design-Builder shall
prepare and submit a progress printing to the Department for its review and comment.

Section 5.2.2 Construction Project Document Review & Coordination.
The Design-Builder shall complete each of the Construction Documents packages in a
manner that addresses the concerns raised by the Department during the review
contemplated in Section 5.2.1 for such package. The Design-Builder shall issue one or
more set of permit documents to the Department for its review and approval (“Permit
Set”). The Permit Set shall represent the further progression of the approved DDs
together with any value engineering strategies approved by the Department. The Permit
Set shall be Construction Documents progressed to approximately 90% completion of
those required in a traditional design-build delivery method. With regard to each such
set, the Design -Builder shall highlight (or bubble) any aspect of the design that
represents a material deviation from the approved Design Development Documents and
shall address in a narrative format the impact, if any, such departure shall have on the
Project’s aesthetics, functionality or performance. The Department shall have the right
to disapprove the Construction Documents for any reason. If the Department
disapproves the Construction Documents, the Design-Builder will not be entitled to any
additional compensation. If, however, the Department disapproves a Construction
Document that is a logical extension of the approved Design Development Documents,
the Design-Builder will be entitled to an adjustment to the GMP and/or the Agreement
schedule unless such a package departs from the Scope of Work fairly reflected in the
GMP Drawings and Specifications and in such event the Design -Builder shall be
required to prepare a revised design that complies with the GMP drawings and
specifications (“Drawings and Specifications”) and without any entitlement to an
increase in the GMP or an adjust ment of the Agreement schedule. In the event the
Department does not approve a document within fourteen (14) days after issuance, such
document shall be deemed approved unless the Department advises that such document
is still under review. In the event th e Department’s review takes longer than fourteen
(14) days, such additional review shall be deemed a change event.

During the Permit Set phase, the Design-Builder shall complete the following tasks:
a. Continue to prepare detailed and coordinated drawings and specifications.
b. Prepare application and submit documents for building permit.
c. Work with the Department’s third-party plan reviewer to review the documents
for permit document submission.
d. Upload all documents to the Department of Buildings permit document review
website in accordance with their instructions.
e. Prepare and submit early -release excavation, foundations, concrete and steel
packages, if needed.
f. Prepare and submit DC Water permit application packages (all permit types that
may be required) and DOEE Storm Water Management and Green Area Ratio
packages for review and approval.
g. Prepare DDOT public space modifications package for submission to and
approval by DDOT Public Space Committee, participate in Committee
meetings as necessary.

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h. Prepare all traffic control plans required to obtain relevant DDOT permit
approvals at all stages of the Project, as required.
i. Renovation and new construction should be designed to qualify for LEED
Silver certification.

In addition, the Design-Builder shall be required to: (a) define, clarify, or complete the
concepts and information contained in the Permit Set; (b) correct design errors or
omissions, ambiguities, and inconsistencies in the Permit Set (whether found prior to
or during the course of construction); and (c) cor rect any failure to follow written
instructions of the Department during any phase of design services or the construction
of the Project provided they are compatible with industry standards.

Section 5.2.3. Code Review.
The Design -Builder shall submit the Permit Set to the DOB in order to obtain the
necessary building permits for the Project. The Design-Builder shall monitor the permit
process and shall incorporate any changes or adjustments required by the Code Official.
The Design-Builder shall also issue any such changes to the Department for its review
and approval. In this submittal, the Design-Builder’s Architect shall highlight (or
bubble) any aspect of the design that represents a material deviation from the permit set
Project documents and shall address in a narrative format the impact, if any, such
departure shall have on the Project’s aesthetics, functionality or performance.
Subsequent to obtaining the necessary building permits, the Design -Builder shall
prepare one or more sets of “ issued for construction Project documents” (the “IFC
Set(s)”).

Section 5.2.4. Design Changes.
If it should become necessary to amend any of the approved IFC Set(s), the Design -
Builder shall prepare an amendment to the drawings and shall submit such amendment
to the Department for its review and approval. In this submittal, the Design -Builder
shall highlight (or bubble) any aspect of the design that represents a material deviation
from the permit set documents and shall address in a narrative format the impact, if any,
such departure shall have on the Project’s aesthetics, functionality or performance. In
the event the Department does not approve such document within ten (10) business
days after issuance, unless otherwise denied, such document shall be deemed approved,
provided however that the Department has not advised that such document is still under
review.

5.2.5 Third Party Contractors.
The Department will hire third party contractors for plan review and for testing and
material inspections. The Design-Builder shall coordinate and work with the Program
Manager and third-party plan reviewer during the building permit process.

Section 5.2.6 Final Maintenance and Operations Plan.
The Design-Builder shall submit, for the Department’s review, a final Maintenance and
Operations Plan. The Maintenance and Operations Plan shall be based on the final IFC
Set(s). The approved Maintenance and Operations Plan shall form the basis of the
Design-Builder’s maintenance of the building following Substantial Completion (if
applicable).

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Section 5.3 Subcontracting and Administration

Section 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 Design-Builder shall
enter into a written agreement with each subcontractor. The trade subcontractors will be
underwritten contract with the Design-Builder. All subcontracts and agreements for the supply
of equipment or materials awarded for the Proj ect 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 Design-Builder and its affiliates may
not carry out trade wor k 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.

Section 5.3.2 In addition to the open book reporting requirements set forth in Section 5.10, the
Design-Builder shall provide to the Department a copy of all quotes or proposals submitted by
potential subcontractors.

Section 5.3.3 The Design-Builder 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 Design-Builder.

Section 5.3.4 The Design-Builder 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 Design-
Builder’s evaluations of all bids, and the basis for the Design-Builder’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 independently confirm the Design -
Builder’s adherence to all requirements set forth in the Agreement including, without
limitation, affirmative action requirements and subcontracting requirements.

Section 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 Design-Builder to obtain new or revised bids
or proposals.

Section 5.3.6 The Department may, in its sole discretion, direct the Design-Builder to accept a
bid from a qualified bidder other than the bidder to whom the Design -Builder recommends
award of a subcontract or supply agreement. If the Department chooses this option, it shall
issue a Change Order to the Design -Builder for any difference between the cost of the
subcontractor supply agreement awarded and the bid price of the subcontractor or supplier
recommended by the Design-Builder, but without any adjustment to the Design-Build Fee.

Section 5.3.7 The Department must approve all subcontractors and suppliers. The Department
may elect to review the form of any subcontractor agreement with a material supplier to ensure
that such contract incorporates the contractual provisions required by this Agreement.

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Section 5.3.8 The Design-Builder must contract for the 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 the provision of
materials or equipment only, and not labor, via written supply agreements. All subcontracts
and supply agreements shall include the following provisions:

Section 5.3.8.1 that, to the extent of the work or supply within the agreement’s scope,
the subcontractor or supplier is bound to the Design-Builder for the performance of all
obligations which the Design-Builder owes the Department under the Agreement;

Section 5.3.8.2 that the subcontractor or supplier is not in privity with the Department
and shall not seek compensation directly from the Department on any third -party
beneficiary, quantum meruit, or unjust enrichment claim, or otherwise, except as may
be permitted by any applicable mechanic’s lien law;

Section 5.3.8.3 that the Department is a third -party beneficiary of the subcontractor
supply agreement, entitled to enforce any rights thereunder for its benefit;

Section 5.3.8.4 that the subcontractor or supplier consents to the assignment of its
agreement to the Department, at the Department’s sole option, if the Design-Builder is
terminated for default;

Section 5.3.8.5 that the subcontractor or supplier shall comply immediately with a
written order from the Department to the Design-Builder to suspend or stop work;

Section 5.3.8.6 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 and requiring the
subcontractor or supplier to make those records available for review or audit by the
Department during that time;

Section 5.3.8.7 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);

Section 5.3.8.8 that, if the Department terminates the Agreement for convenience, the
Design-Builder may similarly terminate the subcontractor supply agreement for
convenience, 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
Contracts);

Section 5.3.8.9 that the Department shall have the right to enter into a contract with the
subcontractor or supplier for the same price as its subcontractor supply agreement
priceless amounts already paid if the Design -Builder files a voluntary petition in
bankruptcy or has an involuntary petition in bankruptcy filed against it;

Section 5.3.8.10 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;

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Section 5.3.8.11 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 a timely fashion;

Section 5.3.8.12 a provision requiring that all subcontractor at all tiers comply with the
provisions of Article 13 (Economic Inclusion Goals); provided, however, that the
Design-Builder may, in its reasonable discretion impose a different LSDBE
subcontracting goal on some or all of its subcontractor; provided, further, however, that
nothing in this provision shall be deemed to excuse the Design -Builder from using its
best efforts to achieve the LSDBE subcontracting goal on an aggregate basis for the
Project;

Section 5.3.8.13 a provision that allows the Design-Builder to withhold payment from
the subcontractor if the subcontractor does not meet the requirements of the
subcontract; and

Section 5.3.8.14 lien and claim release and waiver provisions substantially identical to
those in this Agreement.

Section 5.3.9 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 Design-Builder shall either pay the subcontractor or supplier for
its proportionate share of the amount paid to the Design -Builder 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 Design -Builder’s intention to withhold all or part of the payment
and state the reason for the withholding. All monies paid to the Design -Builder 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 Design-Build 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 Design-Builder has failed to pay them in a timely fashion shall not be reimbursable
as part of the Cost of the Work.

Section 5.3.10 The Design-Builder 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.

Section 5.3.11 The Design-Builder shall not substitute or replace any subcontractor or supplier
approved by the Department without the Department’s Contracting Officer and DSLBD’s prior
written consent.

Section 5.3.12 The Department has the right to contact subcontractor 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 Subcontractor o r
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 Subcontractor or Suppliers at any tier.

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Section 5.3.13 If it comes to the Department’s attention that a subcontractor or supplier has
not been paid in a timely fashion (other than for disputed amounts), and if the Design -Builder
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 Design-Builder by joint check. If the payment was already made to the contractor, the joint
check be for future payments (if any).

Section 5.3.14 The Design-Builder 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 U, as follows:
a. Within ninety (90) days of initiating the Construction Phase; and
b. Within thirty (30) days after the Final Completion of the Project.

Section 5.3.15 The Design -Builder shall be required to provide the Contracting Officer a
certificate of insurance for each subcontractor before such subcontractor begins work.

5.2.6.2 Compliance with Other Requirements . In performing the Work, the Design -
Builder and its subcontractors shall comply with all of the applicable provisions of the
Standard Contract Provisions and the requirements set forth in Section 5.4 (Site Safety),
Section 5.6 (Workhours; Coordination with DBH and the Community), and Section 5.8
(Quality Control Plan of this RFP. The Quality Control Master Program is set forth in
Exhibit R .

5.2.6.3 Site Office. Throughout the Work, the Design -Builder shall provide and maintain
a fully-equipped construction office on the Project site. The Design-Builder shall, at all
times, provide and maintain a fully equipped construction office for DGS staff assigned to
the Project. The costs for these Site Office(s) shall be included as part of the Design -
Builder’s general conditions cost.

5.2.6.4 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, and coordination of various trades, record
drawings, and daily work log.

5.2.6.5 Weekly Progress Meetings . Throughout the Work, the Design -Builder shall
conduct weekly progress meetings following the Design -Builder’s generated agenda with
the Department’s Project Manager and key trade subcontractors. The Design-Builder shall
draft and circulate the meeting minutes on a weekly basis.

5.2.6.6 Move-in Assistance. The Design-Builder shall assist DBH in relocating FF&E and
other items, as applicable. The GMP shall include an allowance and Scope of Work for
these activities.

5.2.6.8 Salvage Value & Stored Materials. The Design-Builder shall be responsible for
salvaging and storing all items as identified by the Department, and to the benefit of the
Department, in accordance with all applicable District laws and regulations, after notifying
the Department and receiving the Department’s permission to proceed.

5.2.6.9 Protection of Existing Elements. The Design -Builder shall protect all existing
features, public utilities, and other existing structures during construction. The Design -

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Builder shall protect existing site improvements, trees and shrubs from damage during
construction. Protection extends to the root systems of existing vegetation. The Design -
Builder shall not store materials or equipment, or drive machinery, within drip li ne of
existing trees and shrubs.

5.3 Site Cleanliness

During the Agreement performance and/or as directed by the Department’s Program Manager,
as the installation is completed, the Design -Builder shall ensure that the site is clear of all
extraneous materials, rubbish, or debris.

5.4 Site Safety

5.4.1 General Responsibility. The Design-Builder shall provide a safe and efficient site,
with controlled access. As part of this obligation, the Design -Builder 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 H of the Standard Contract Provisions.

5.4.2 Safety Plan. Prior to the start of construction activities, the Design -Builder 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 Design -Builder shall describe
the proposed separation and the specific nature of the safety measures to be taken including
fences and barriers that will be used and the site security details. This Safety Plan will be
submitted to the Department and DBH for their review and a pproval prior to the
commencement of construction. Once the Safety Plan has been approved, the Design -
Builder shall comply with the plan at all times during construction. The Design -Builder
shall be required to revise the Safety Plan as may be requested by the Department or DBH.
The cost of revising and complying with the plan shall not entitle the Design-Builder to an
increase in the GMP. The Design Builder 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 Design -Builder shall comply with
the requirements of Article 27, Section A of the Standard Contract Provisions.

5.4.3 Safety Barriers/Fences. As part of its responsibility for Project safety, the Design -
Builder 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 DBH. The
Design-Builder shall describe in the Safety Plan the proposed separation and the specific
nature of the fences and barriers that will be used.

5.4.4 Site Security. The Design-Builder shall secure the Project work area by a minimum
6ft tall chain link fence. The Design-Builder shall ensure site is locked during non -work
hours.

5.4.5 Exculpation. The right of the Department and DBH to comment on the Safety Plan
and the nature and location of the required fences and barriers shall in no way absolve the
Design-Builder from the obligation to maintain a safe site.

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5.5 Reporting Requirements

The Design-Builder shall be required to submit the following reports:
5.5.1 Monthly Reports. The Design -Builder shall provide written reports to the
Department, on the progress of the entire Work at least monthly from Preconstruction NTP
until Final Completion of the Project. The monthly report shall include: (i) an updated
schedule analysis, inc luding any plans to correct defective or deficient work or recover
delays; (ii) an updated cost report; (iii) a monthly review of cash flow; (iv) a quality control
report; and (v) progress photos.
5.5.2 Bi-Weekly Schedule Updates. The Design-Builder shall provide a Baseline
Schedule update to the Department, on the progress of the entire Work at least bi -weekly,
in the same format set forth in Section 2.2.1.2 of this RFP. The update shall reflect the
actual progress of the Project, identify developing or potential delays, regardless of their
cause, and reflect the Design -Builder's best projection of the actual date by which
Substantial Completion and Final Completion of the Project will be achieved. The Design-
Builder shall also state what must be done to avoid or reduce that delay, 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 projec tions of durations, progress
and completion, revisions to the schedule logic or assumptions, and other relevant changes.
5.5.3. Use of ProjectTeam. The Design -Builder shall utilize the Department’s
ProjectTeam system to submit any and all documentation required to be provided by the
Design-Builder, including, but not limited to: (i) requests for information; (ii) submittals;
(iii) meeting minutes; (i v) 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) punchlist; and (viii) oth er documents as
may be designated by the Department.
The Design-Builder shall submit to the Project Manager for review and approval all
shop drawings, material data and samples provided by Design -Builder, vendors and/or
manufacturers. The Department’s Program Manager shall review and approve or reject
submittals within seven (7) business days of receipt.
5.6 Workhours; Coordination with DBH and Community.
5.6.1. Workhours. The Design-Builder 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.
5.6.2. Parking. The Design-Builder 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 Design-Builder shall develop a parking plan for those individuals working on
the site that is reasonably acceptable to the Department.
5.6.3. Wheel Washing Stations. The Design-Builder shall provide wheel washing
stations on site to prevent the accumulation of dirt and other refuse on the streets
surrounding the Project site.

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5.6.4. Outreach Plan. The Design-Builder shall keep the Department informed of
the construction activities and their potential impact on the community. The Design-Builder
shall submit the plan to the Department prior to its implementation and such plan shall be
subject to the Department’s review and approval.
5.7. Quality Control Plan
5.7.1. General Obligation. The Design-Builder shall be responsible for all activities
necessary to manage, control, and document work to ensure compliance with the Contract
Documents. The Design -Builder’s responsibility includes ensuring adequate quality
control services are provided by the Design-Builder’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.
5.7.2. Quality Control Plan. Within forty -five (45) days after the Design
Development Documents are approved, the Design-Builder 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 Departmen t and shall be subject to the Department’s review and
approval. This draft shall comply with the guidelines and include at a minimum, the
necessary components for Quality Control Plan development described within the
Department’s Quality Control Master Program (Exhibit R) The Quality Control Plan shall
be tailored to the specific products/type of construction activities contemplated in the
Design Development Documents, and in general, shall include a table of contents, quality
control team organization, duties/responsibili ties 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 require d for key
elements of the Work.
5.7.3. Implementation. During the Construction Phase, the Design -Builder shall
perform regular quality control inspections and create reports based on such inspections
pursuant to the Quality Control Plan. These quality control reports shall be provided to the
Department electr onically on a monthly basis. The Design -Builder 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 deta iled
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.
5.7.4. Corrective Action Plan. The Department shall have the right to direct the
Design-Builder to revise the Quality Control Plan in accordance with the Agreement.
5.8. Project Close-Out
5.8.1 Punchlist. Promptly after Substantial Completion, the Design -Builder shall
develop a punchlist. Once the punchlist is prepared, the Design -Builder shall inspect the
Work along with representatives from the Department. The punchlist shall be revised to
reflect addit ional work items that are discovered during such inspection, including all
deficiencies. The Design-Builder shall correct all punchlist items no later than ninety (90)
days after Substantial Completion is achieved.
5.8.2 Training. The Design-Builder shall provide training to DBH staff on all of the
building systems, as applicable. The Design -Builder shall be required to schedule such

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training sessions and shall use commercially reasonable efforts to ensure all such training
occurs prior to the Final Completion Date.
5.8.3 Warranties & Manuals. Subsequent to Substantial Completion Date and no
later than fifteen (15) days following the Substantial Completion Date, the Design-Builder
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 new building; (v) environmental,
health and safety documents for the new building; and (vi) all applicable inspecti on
certificates/permits (boiler, elevator, emergency evacuation plans, health inspection, etc.)
for the new building.
No later than thirty (30) days following the Substantial Completion Date, the Design-
Builder shall prepare and submit: (i) a complete set of its Project files; and (ii) a set of
record drawings, including BIM model(s).
The Design -Builder shall prepare an “as -built” plan of the site including all the
modifications performed during construction, within 30 days of completion. The Design -
Builder shall also submit warranty information on all design requirements within 30 days
of completion.
5.8.4 Eleven Month Walk. The Design-Builder 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 Design -Builder and a
representative of the Department shall walk the Project to identify any necessary warranty
work.
5.8.5 A detailed list of FF&E requirements will be developed during the
design & Preconstruction Phase and attached hereto as Exhibit T.
Section 5.9 Warranty.
The Design-Builder warrants to the Department that materials and equipment furnished under
the Project 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 t he 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
Design-Builder’s warranty excludes remedies for damage or defect caused by abuse,
modifications not executed by the Design -Builder, improper or insufficient maintenance,
improper operation, or normal wear and tear from normal usage. The Design-Builder 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 Design -Builder
and a representative of the Department shall walk the Project to identify any necessary warranty
work.
Section 5.10 Open Book Reporting.
The Design -Builder shall maintain an open -book reporting system with the Department,
allowing the Department or its consultants access to the Design -Builder’s Subcontractor and
material suppliers, invoices, purchase orders, Change Order estimates, records for Self -
Performed Work, and other relevant Project documentation and sources of information
concerning the Work or costs. The Department shall not use its access to the Subcontractor to

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give instructions or directions to them. All instructions or directions shall be given only to the
Design-Builder.
Section 5.11 Claims for Additional Time.

Section 5.11.1 Time is of the essence of this Agreement. The Project must be Substantially
Complete no later than the Substantial Completion Date set forth within the Project Information
Section above.
Section 5.11.2 The Design-Builder 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 defi ned
in Section 5.11.3, the delay shall be deemed Non-Excusable and the Design-Builder 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 Design -
Builder to an extension of time:
Section 5.11.2.1 Delays due to job site labor disputes, work stoppages, or suspensions of work;
Section 5.11.2.2 Delays due to adverse weather, unless the Design-Builder 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, whether 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”;
Section 5.11.2.3 Delays due to the failure of the Design -Builder or Subcontractor or material
suppliers at any tier to perform in a timely or proper fashion, without regard to concepts of
negligence or fault; or
Section 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.
Section 5.11.3 The Design -Builder shall be entitled to an adjustment in the Substantial
Completion Date due to an Excusable Delay. The term “Excusable Delay” shall mean:
Section 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;
Section 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 Design -Builder; provided, however,
that in no event shall a Non -Excusable Delay or the action or inaction of the Design -Builder,
or any of its employees, agents, Subcontractor or material suppliers be deemed an Excusable
Delay; or

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Section 5.11.3.3 Delays caused by differing Site Conditions as permitted by Article 4, Section
A of the Standard Contract Provisions (Construction Contracts) or Hazardous Materials
Remediation as contemplated in Section 5.11.2.4 of this Agreement;
Section 5.11.3.4 Delays due to suspensions of work;
Section 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 Design-Builder
or any of its employees, agents, subcontractor, or material suppliers; or
In addition to the foregoing, a delay shall be deemed to be an Excusable Delay only to the
extent that such delay: (i) warrants an extension in the Substantial or Final Completion Date;
(ii) has not been caused by the Design -Builder or any of its employees, agents, Subcontractor
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.
Section 5.11.4 If the Design -Builder wishes to make a claim for an adjustment in the time
allotted per the Project Schedule, written notice as provided herein shall be given. The Design-
Builder’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.
Section 5.11.5 In no event shall the Design -Builder be entitled to an increase in the GMP or
the Design-Build 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
Design-Builder shall be entitled to receive its actual costs, includi ng all direct and indirect
costs, bonds and insurances resulting f rom such extended duration. It is understood that the
Design-Builder shall not be entitled to any profit or home office overhead, including, but not
limited to, an increase in the Design -Build Fee, on any amounts to which the Design -Builder
may be entitled pursuant to the preceding sentence.
Section 5.12 Site Safety and Clean-Up.

Section 5.12.1 The Design-Builder will be required to provide a safe and efficient site, with
controlled access. As part of this obligation, the Design -Builder 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 Contracts).
Section 5.12.2 Safety Plan. Prior to the start of construction activities, the Design-Builder 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 Design -Builder 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 Ag ency for their review and approval prior to the
commencement of construction. Once the Safety Plan has been approved, the Design-Builder
shall comply with it at all times during construction. The Design-Builder shall be required to
revise the Safety Plan as may be requested by the Department or Client Agency at any time,
including, but not limited to, as necessary to address any new national or local COVID -19
regulations, recommendations, or restrictions. The cost of revising and complying with the
plan shall not entitle the Design -Builder to an increase in the GMP. In the event the Design -

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Builder fails to provide the Safety Plan, the Design-Builder 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 Design -Builder shall comply with the
requirements of Article 27, Section A of the Standard Contract Provisions (Construction
Contracts).
Section 5.12.3 Safety Barriers/Fences. As part of its responsibility for Project safety, the
Design-Builder 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 the Client Agency
for educational purposes. The Design-Builder shall describe in the Safety Plan the proposed
separation and the specific nature of the fences and barriers that will be used.
Section 5.12.4 Site Security. The Design-Builder shall be responsible for site security and
shall be required to provide such watchmen as are necessary to protect the site from unwanted
intrusion. Site Security shall be included in the Design-Builder’s General Conditions Cost.
Section 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 Design-Builder from the obligation to maintain a safe site.
Section 5.12.6 Site Cleanliness. During the Agreement performance and/or as directed by the
Department’s Program Manager, as the installation is completed, the Design -Builder shall
ensure that the site is clear of all extraneous materials, rubbish, or debris.

5.13 Key Personnel
5.13.1 Key Personnel. To carry out its duties, the Design-Builder 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:
A – Key Personnel of the Design-Builder:
i. Field Superintendent;
ii. Project Manager;
iii. Project Executive;
iv. Assistant Project Manager; and
v. Safety/Quality Assurance/Quality Control Manager.

B – Key Personnel of the Design-Builder’s Architect/Engineer:
i. Design Principal-in-Charge;
ii. Project Architect;
iii. Civil Engineer
iv. Key Mechanical, Electrical and Plumbing (MEP) Engineers
v. Structural Engineer
vi. Historic Preservation Design Specialist.
It is contemplated that these Key Personnel will work from the design stage, purchasing,
and throughout the bulk of the fieldwork. The Design -Builder’s obligation to provide

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adequate staffing is not limited to providing the Key Personnel but is determined by the
needs of the Project. The Design -Builder shall not replace any of the Key Personnel
without the Department’s prior written approval. If any of the Key Personnel become s
unavailable to perform services in connection with the Agreement due to death,
disability, or separation from the employment of the Design -Builder or any affiliate of
the Design -Builder, then the Design -Builder shall promptly 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 limited to, a current resume of the proposed replacement
to include qualifications and experience.
Certain members of the Design -Builder’s Key Personnel shall be subject to a
replacement fee for their removal or reassignment by the Design -Builder. Those
members of the Design-Builder’s Key Personnel subject to a replacement fee shall be
identified in Exhibit E as subject to the replacement fee provisions. In the event there
is no delineation in Exhibit E of those members of the Design -Builder’s Key
Personnel subject to the replacement fee provisions of this Agreement, then all of the
Key Personnel shall be subject to the replacement fee provisions of this Agreement.

5.13.2 Key Personnel Replacement Disincentive Cost. All members of the Design-
Builder’s Key Personnel shall be subject to replacement costs as a disincentive for their
removal or reassignment the Key Personnel, except in circumstances arising from reasons
beyond the Design-Builder’s control (i.e. due to retirement, resignation, termination, etc.).
In each instance where the Design-Builder removes or reassigns one of the Key Personnel
subject to replacement disincentive costs (but excluding instances where s uch personnel
become unavailable due to death, disability or separation from the employment of the
Design-Builder or any affiliate of the Design-Builder) without the prior written consent of
the Department’s Designated Representative, the Design -Builder sh all owe to the
Department the sum of Twenty Five Thousand dollars ($25,000) to the Department for its
failure to provide the Key Personnel. The Department may deduct the foregoing
replacement disincentive costs from any payments it owes to the Design -Builder; and, the
disincentive costs 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, r eplace or to reduce the scope of
services of the Design -Builder in the event that a member of the Key Personnel has been
removed or replaced by the Architect without the prior consent of the Department. In the
event the Department exercises the right to re move, replace or to reduce the scope of
services of the Design-Builder, the Department shall have the right to enforce the terms of
this Agreement and to keep -in-place those members of the Design -Builder’s team not
removed or replaced and the remaining members shall complete the services required under
this Agreement in conjunction with the new members of the Design -Builder’s team
approved by the Department.

5.14 Deliverables List
The Design-Builder shall be required to prepare and submit the following, in addition to
any other deliverables required under this RFP and the RFP Documents. The Deliverables List
is set forth in Exhibit C.
5.15 Licensing, Accreditation and Registrations

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The Design-Builder and all of its subcontractors and sub-consultants (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
Project. Without limiting the generality of the foregoing, all drawings shall be signed and
sealed by a professional Architect or engineer licensed in the District of Columbia.
Section 5.16.
a. Use of Department’s Electronic Project Management Information System
(ProjectTeam). The Design-Builder shall utilize the Department’s current project
management software, ProjectTeam, 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 info rmation; (ii) submittals; (iii) meeting minutes; (iv)
invoices/applications for payment (full package including all forms required by DGS);
(v) certified payrolls (in a ddition to upload via LCP Tracker); (vi) drawings and
specifications; (vii) GMP and any Submissions that require approval by DC Council ;
(viii) punch list; and (ix) other Project documents as may be designated by the
Department.

Electronic storage and transmission of information via P rojectTeam system shall be
compliant with the provisions of DGS document security.

b. Invoice Submittal. The Design-Builder shall create and submit payment requests in an
electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The
Design-Builder shall submit proper invoices on a monthly basis. To constitute a proper
invoice, the Design-Builder shall enter all required information into the Portal after
selecting the applicable purchase order number which is listed on the Design-Builder’s
profile.
Section 5.17. Conformance with Laws.
It shall be the responsibility of the Design -Builder to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all applicable statutes, 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 Design -Builder to determine the
Procurement Regulations, statutes, laws, codes, ordinances, regulatio ns, rules, requirements
and orders that apply and their effect on the Design -Builder’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 stormwater management to a later phase
of the Project.
Section 5.18. Licensing, Accreditation, and Registration
The Design-Builder 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 architect or engineer licensed in the District of Columbia.

Section 5.19. Construction Phase Deliverables.
The deliverables set forth in Exhibit C are required during the Construction Phase.

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Section 5.20. Close-Out Deliverables.
The deliverables set forth in Exhibit C are required during the Project’s Close-Out and
prior to Final Payment, as set forth below:
Deliverables shall include those outlined in Exhibit P (DGS Close-Out Manual)
including but not limited to the below items. If there is a conflict between Exhibit C and the
deliverable list below, Exhibit C shall prevail.
a) A complete set of the Design-Builder’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 and Fina Maintenance and Operations Plan.
g) Environmental, health & safety documents.
h) LEED – Preliminary Construction Review.
i) All applicable inspection certificates/permits (boiler, elevator, emergency evacuation
plans, health inspection, etc.).

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 , Contract Modifications 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 Design-Builder. In order
for the Department to effectively manage the Project and assure that the Design -Builder does
not receive conflicting instructions regarding the Work, the Design -Builder shall promptly
notify the Department’s representative upon receiving any instructions or other communication
in connection with the Design-Builder’s Work from any employee of the Department or other
purported agent of the Department other than the Department’s designated representative.
Section 6.2 Design-Builder’s Designated Representative.
The Design -Builder designates the individual(s) identified in Exhibit G as its
representative with express authority to bind the Design -Builder with respect to all matters
requiring the Design-Builder’s approval or authorization. In addition, the Department retains
the right to approve candidates to serve as on -site personne l 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
of the Agreement, it is agreed that the Design-Builder’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 Design-Builder shall be performed in accordance with the highest
professional standards recognized and adhered to by design-builders that build first-class state-

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of-the-art buildings and projects that are similar to the Project in large urban areas.

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6 Article 7 - COMPENSATION AND PAYMENTS FOR DESIGN &
PRECONSTRUCTION PHASE SERVICES
Section 7.1 Compensation

Section 7.1.1 The Department shall compensate and make payments to the Design -
Builder for Design & Preconstruction Services in accordance with this Article 7 and
Article 10. For Preconstruction Services, the Design-Builder’s compensation shall be
as set forth in the Project Information Section of this Agreement (the “Preconstruction
Fee”). The Preconstruction Fee shall be the Design -Builder’s sole compensation for
Preconstruction Phase Services. The Preconstruction Fee shall include, but not be
limited to, amounts necessary to compensate the Design-Builder for:
• Profit;
• Home Office Overhead;
• Fringe Benefits associated with staff costs;
• Payroll taxes associated with staff costs;
• Staff costs associated with obtaining permits and approvals during the Design
& 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; and
o Copying machines.
• Office supplies;
• Telephone; and
• Local delivery and overnight delivery costs.
Section 7.1.2 The Department shall compensate and make payments to the Design -
Builder for design services in accordance with this Article 7 and Article 10. For design
services, including construction administration services provided during the
construction phase, the Design-Builder’s compensation shall not exceed the amount set
forth in the Project Information Section of this Agreement (the “Design Fee”).
Section 7.2. Payments
Section 7.2.1 Payments for Design & Preconstruction Phase Services shall be made
monthly over the anticipated duration of the Design & Preconstruction Phase following
presentation and acceptance of the Design-Builder’s invoice and shall be in proportion
to services performed. In no event, however, will the aggregate of the Design-Builder’s
monthly invoices for Design & Preconstruction Phase Services exceed the
Preconstruction Fee plus the Design Fee.
Section 7.2.2 Payments are due and payable in accordance with Article 9 of this
Agreement. Amounts unpaid after the date of which payments are due shall bear
interest in accordance with the Quick Payment Act.

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7 Article 8 - COMPENSATION FOR CONSTRUCTION PHASE SERVICES
Section 8.1. Compensation.
The Department shall compensate and make payments to the Design -Builder for
Construction Phase Services in accordance with this Article 8 and Article 10 . For the
Construction Phase Services, the Design -Builder’s total compensation shall be as set forth in
the Project Information Section of this Agreement (the “Design -Build Fee”). The Design-
Builder acknowledges and agrees that the percentage of the total amount of the Design-Build
Fee set forth in the Project Information Section of this Agreement is at risk (the “At Risk
Portion”), and the Design-Builder shall only be entitled to the At Risk Portion as set forth
below. Unless and until the Design-Builder’s entitlement to any subset of the At Risk Portion
is determined by the Department, the Design-Builder shall only be entitled to bill for the
portion of the Design-Build Fee that is not at risk (the “Base Design-Build Fee”). The
Design-Build 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 Design-Build Fee
will be re-allocated such that the then-existing portion of the Design-Build Fee shall be evenly
spread over the then remaining duration of the Construction Phase.
Section 8.1.1 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
fully execution of this Agreement, the Department shall appoint a committee that will
determine entitlement to those portions of the Award Fee Pool so designated below (such
committee, the “Award Fee Evaluation Committee”). The Award Fee Evaluation
Committee will consist of: (i) the Department’s Deputy Director for Capital
Construction or their designee; (ii) Client Agency Chief of Facilities or their designee;
(iii) DGS Contr acting Officer or their designee; (iv) DGS Capital Construction
representative; and (v) Client Agency Facilities representative. Committee members
shall not include an individual who has day -to-day interactions or involvement on the
Project, or an individual who is presently involved in an active project with the Design-
Builder.

Section 8.1.2 The Design-Builder may earn the At -Risk Portion of the Design -Build
Fee in accordance with Exhibit S.
Section 8.2. Lump Sum General Conditions Cost.
The Design-Builder 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 “Lump Sum General Conditions Cost”). 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 Design -Builder 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 Design -Builder, its Subcontractors, material men, consultants or anyone making
claims thereunder, the Design -Builder may request a Change Order to adjust the Lump Sum
General Conditions Cost. To the extent the Design-Builder incurs Costs of General Conditions
in excess of the Lump Sum General Conditions Cost, the Design-Builder shall not be paid for
such amounts unless the Department authorizes, in writing, an increase to the Lump Sum
General Conditions Cost. Nonetheless, in such an event, the Design-Builder exceeds the Lump
Sum General Conditions Cost, the Design-Builder shall continue to be required to adequately
staff the Project.

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Section 8.3. Initial Not-to-Exceed Amount.
Unless and until the GMP Amendment is executed and approved by the Council for the
District of Columbia, this Agreement shall have an initial not-to-exceed amount as set forth in
the Project Information Section of this Agreement (the “Initial NTE”). In no event shall the
Design-Builder be entitled to recover more than the Initial NTE unless the Design -Builder is
authorized to exceed the Initial NTE by the Department in advance and in writing. Prior to
expending or committing any portion of the Initial NTE, the Design -Builder shall obtain the
Department’s written approval of such expenditure or commitment, as well as a determination
as to whether the work will qualify as a “capital” expense under the Department’s financial
guidelines to the extent capital money is to be expended. In making such a request, the Design-
Builder shall submit an itemized breakdown of the work that the Design -Builder seeks to
release using funds from the Initial NTE as well as the associated costs of such work
Section 8.4. Project Budget.
The Department has established the Project Budget as set forth in the Information Section
of this Agreement. When the GMP is established, such GMP shall not exceed the Project
Budget, and such GMP shall include any and all amounts which may be due to the Design -
Builder pursuant to this Agreement. In no event shall the Design-Builder be entitled to recover
more than the GMP unless the Design -Builder is authorized to exceed the GMP by the
Department in advance and in writing. The Design -Builder shall inform the Department’s
Contracting Officer at least fifteen (15) calendar days in advance, if the Design -Builder
encounters any foreseen or unforeseen project -related events, which might reasonably affect
(i) existing Project Budget; or (ii) DC council-authorized appropriations.
Section 8.5. No Adjustments to Fee.
It is the Department’s intent to engage the Design -Builder to develop a GMP that meets
the programmatic requirements set forth in Exhibit A1, Exhibit A2 and Exhibit A3 by the
Client Agency and the Project Budget as set forth herein (i.e. designed to budget), to allow for
Substantial Completion of the Work to be achieved no later than the Substantial Completion
Date. The Design -Builder shall be entitled to an adjustment to the Design -Build 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 Design -Builder’s original concept estimate by more than five percent (5%); or (ii) the
Department makes additions to the scope provided for herein which (other than for punch list
or warranty work) which requires the Design-Builder’s services at the Project to extend 30 days
or more beyond the Substantial Completion Date. With regard to Change Orders issued after
the GMP is established, and in accordance with Section 18.8 , the Design -Builder shall be
entitled to an increase in the Design -Build 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 punch list or warranty work) require the
Design-Builder’s services at the Project to extend 30 days or more beyond the Substantial
Completion Date.
Section 8.6. Reserved

Section 8.7. Direct Cost of Work
“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:

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Section 8.7.1 Labor. Payment will be made for direct labor costs plus indirect labor
costs 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.
Section 8.7.2 Rented Equipment . Payment for required equipment rented from an
outside company that is neither an affiliate of nor a subsidiary of, the Design -Builder
will be based on receipted invoices which shall not exceed rates given in the current
edition of the Rental Rate Blue Book for Construction Equipment published online by
Data Quest. If actual rental rates exceed manual rates, written justification shall be
furnished to the Contracting Officer for consideration. No additional allowance will be
made for overhead and profit. The Design-Builder shall submit written certification to
the Contracting Officer that any required rented equipment is neither owned by nor
rented from the Design-Builder or an affiliate of or subsidiary of the Design-Builder.
Section 8.7.3 Design-Builder’s Equipment. Payment for required equipment owned
by the Design-Builder or an affiliate of the Design -Builder will be based solely on an
hourly rate derived by dividing the current appropriate monthly rate by 176 hours. No
payment will be made under any circumstances for repair costs, freight and
transportation charges, fuel, lubricants, insurance, any other costs , and expenses, or
overhead and profit. Payment for such equipment made idle by delays attributable to
the Government will be based on one-half the derived hourly rate under this subsection.
Section 8.7.4 Materials. Incorporated and unincorporated materials as permitted under
Section 9.1.
Section 8.7.5 Direct Cost of the Work do es not, however, include home office
overhead, field supervision, general conditions, or profit of either the Subcontractor or
the Design -Builder. No personnel above the level of a working foreman shall be
considered a Direct Cost of the Work.

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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 Design -
Builder in the proper performance of the Work and shall include only the following:
Section 9.1.1 Payments made by the Design -Builder to Subcontractors and suppliers,
other than design subconsultants, but only in accordance with the subcontracts and
supply agreements;
Section 9.1.2 Payments made by the Design-Builder to its design consultants and sub-
consultants; provided, however, that the Design-Builder shall not be reimbursed for the
costs of design services and construction administration services in excess of the Design
Fee;
Section 9.1.3 All amounts due to the Design -Builder under the terms of the
Department's written authorization for the Design-Builder to perform any portion of the
Work as Self -Performed Work. If authorization for the Design -Builder 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 Design -
Builder, 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 Design -Builder’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.
Section 9.1.4 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;
Section 9.1.5 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;
Section 9.1.6 All performance and payment bonds and general liability insurance. The
Department may, in its sole discretion, allow the Design-Builder to recover the costs of
subcontractor default insurance at a mutually agreed-upon rate in lieu of trade level

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bonds, provided that such insurance be approved by the Department in advance and
after being presented with a cost-benefit analysis of such use;
Section 9.1.7 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 quality assurance. The costs the Design -Builder incurs to schedule and
coordinate any additional testing and inspections the Department may decide to conduct
itself shall be within the 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 Design -Builder shall pay the costs, without
reimbursement;
Section 9.1.8 All bonds to jurisdictional agencies (utilities, stormwater management,
land disturbance, and grading);
Section 9.1.9 The Lump Sum General Conditions Cost; and
Section 9.1.10 Costs of repairing or correcting damaged or nonconforming Work
executed by the Design-Builder’s Architect , or Design -Builder’s other consultants,
Subcontractors, or suppliers, provided that such damaged or nonconforming Work was
not caused by negligence or failure to fulfill a specific responsibility of the Design -
Builder, and only to the extent that the cost of repair or correction is not recoverable by
the Desig n-Builder 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. Lump Sum General Conditions Cost.
The Contractor’s Lump Sum General Conditions Cost shall be the extent of what the Contractor
is entitled to recover for the cost of General Conditions. General Conditions may include but
are not limited to:
a) Cost of construction staff.
b) Fringe Benefits associated with construction staff;
c) Payroll taxes and payroll insurance associated with construction staff;
d) Staff costs associated with obtaining permits and approvals;
e) Out-of-house consultants, including, but not limited to, permit expeditors, safety
managers, and schedulers;
f) Job vehicles;
g) The field office(s) for the Design -Builder and Department, including, but not limited
to: (i) trailer purchase and/or rental; (ii) field office installation, relocation and removal;
(iii) utility connections and charges during the Construction Phase; (iv) furniture: (v)
office supplies;
h) Office equipment including, but not limited to: (i) computer hardware and software; (ii)
fax machines; (iii) copying machines; (iv) voice/data system installation and use
charges; (v) job radios;
i) Local delivery and overnight delivery costs;
j) Field computer network;
k) First aid facility;
l) Printing cost for drawings, bid packages, etc.;
m) BIM Cost (software, seats, hardware);
n) Parking costs for the construction staff;
o) Salting sidewalks and shoveling snow on sidewalks that surround the site; and.

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p) Exterior site fencing, fence wrapping and construction signage.
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:
a) Any personnel or labor costs other than those provided for in Section 9.1.3 (a).
b) Fees for any permits or licenses the Design -Builder requires to conduct its general
business operations.
c) Capital expenses and interest on capital employed for the Work.
d) The cost of home or regional offices, it being understood that compensation for such
costs included in the Design-Build Fee.
e) Sales or use taxes unless the Design -Builder establishes that applicable law required
payment of such taxes.
f) Costs due to the errors or omissions of the Design -Builder or its subcontractors or
suppliers at all tiers, negligent or otherwise.
g) Costs dues to breach of Contract by the Design-Builder 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 Design -Builder or its subcontractors
or material suppliers at all tiers.
h) Any costs incurred in performing work of any kind before Preconstruction NTP unless
specifically authorized by the Department in advance and in writing.
i) Direct or indirect costs of any kind, except those expressly included in Section 9.1.

Section 9.4. Discounts, Rebates, And Refunds.

Section 9.4.1 Cash discounts obtained on payments made by the Design -Builder shall
accrue to the Department if: (i) before making such payment(s), the Design -Builder
included them in an Application for Payment and received payment therefor from the
Department; or (ii) the Department has deposited funds with the Design -Builder with
which to make such payment(s). All other cash discounts shall accrue to the Design -
Builder. Trade discounts, rebates, refunds and amounts received from sales of surplus
materials and equipment shall accrue to the Department, and the Design -Builder shall
make provisions so that such amounts can be secured.
Section 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 Design-Builder with the necessary information
relating to the tax exemption. In the event, that any savings are attributable to the tax-exempt
status of the Project, the Design-Builder shall not be entitled to share in such savings.
Section 9.6 Accounting Records.
The Design-Builder shall keep full and detailed accounts and exercise such controls as
may be necessary for proper financial management under the Agreement. The Design -
Builder’s accounting and control systems shall be satisfactory to the Department. The

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Department, its representatives, and the Department’s accountants shall be afforded access to
the Design -Builder’s records, books, correspondence, instruction, drawings, receipts,
subcontracts, purchase orders, vouchers, memoranda , and other data relating to this Project,
and the Design-Builder shall preserve such Project 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 9.7 Excluded Cost Elements.
It is the Department’s intent that the Design -Builder provides a turnkey solution for the
implementation of the Project, and the Project Budget set herein has been developed based on
such a framework. The Design-Builder shall advance the Project in a manner consistent with
such budget and the understanding that only the commissioning cost element is excluded from
the Project Budget set forth herein:
a. 3rd Party Material Testing;
b. 3rd Party Commissioning;
c. 3rd Party Inspections;
d. Costs of active DBH equipment;
e. 3rd Party Plan Review; and
f. Public Art.

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9 Article 10 - CONSTRUCTION PHASE PAYMENTS
Section 10.1 Progress Payments.
The Design-Builder 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 60% Design-Build Fee
Current approved estimated
Cost of Work through Final Completion
Plus Any subset of the Design -Build Fee to which the Department has determined
the Design-Builder 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) Design-Build 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 at its sole and absolute discretion may elect to increase the retention
of any trade Subcontractor up to ten percent (10%), in the event the Department determines
that the situation so warrants. The Department also 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 t wo and one-half
percent (2.5%) of the GMP.
Section 10.3 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 agre es 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 Design -Builder’s
representation that it has inspected the material and found it to be free from defect and

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otherwise in conformity with this Agreement, and on satisfactory evidence that the materials
are insured under the builder’s risk policy. Further, if the Design -Builder requests the
Department to allow payments for storage of materials offsite, the Design -Builder shall be
required, inter alia, to agree to the execution of proper Project documentation to afford the
Department a secured interest in the materials upon payment.
Section 10.4 Design-Builder’s Certification.
Each Application for Payment shall be accompanied by the Design -Builder's signed
certification that:
Section 10.4.1. all amounts paid to the Design-Builder 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 10.4.2. 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 10.4.3. that all Work, materials or equipment for which payment is sought is,
to the best of the Design -Builder's knowledge, free from defect and meets all of the
requirements set forth in the Agreement:
Section 10.4.4. that the Design-Builder’s subcontracts include the clauses required by
subparagraphs (1) through (4) of D.C. Official Code §2-221.02(d) (2017).
Section 10.4.5. The Design-Builder shall not include in an Application for Payment
amounts for Work for which the Design-Builder does not intend to pay.
Section 10.5 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
Design-Builder 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 the receipt of payment.
If the Department so requests, the Design -Builder 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 10.6 Warranty of Title.
By submitting an Application for Payment, the Design -Builder 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 Department.
The Department may require the execution of appropriate Project documents to confirm the
passage of a 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 Design -Builder until Substantial
Completion, unless otherwise agreed by the Department, in writing.
Section 10.7 Submission.
On the twenty-fifth day of each month, the Design-Builder shall submit to the Department
(with a copy to the Program Manager) an Application for Payment, which Application for

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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 submi ssion or, if
that is not a business day, on the following business day. If the Design-Builder and Department
are unable to agree on the amounts properly due and owing, the Department shall pay in
accordance with its good faith determination , and the Design-Builder may protest and pursue
a claim as provided in this Agreement and the Standard Contract Provisions (Construction
Contracts and Architectural and Engineering Services Contracts).
Section 10.8 Right to Withhold Payments.
The Department will notify the Design -Builder within fifteen (15) days after receiving
any Application for Payment of any defect in the Application for Payment or the Design -
Builder’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 Design -Builder, in
whole or part, as appropriate, if:
Section 10.8.1 the Work is defective, and such defects have not been remedied; or
Section 10.8.2 the Department has determined that the Design -Builder’s progress has
fallen behind the Project Schedule, and the Design -Builder 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 5.19; or
Section 10.8.3 the Design-Builder's monthly schedule update reflects that the Design -
Builder has fallen behind the Project Schedule, and the Design-Builder fails to include,
in the same monthly report, a realistic and acceptable Recovery Plan in accordance with
Section 5.19; or
Section 10.9.4 the Design-Builder has failed to provide reports in full compliance with
Section 5.5 of this Agreement; or
Section 10.9 8.5 the Design -Builder 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
Section 10.8.6 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 Department has paid all undisputed amounts due to the Design -Builder, and the
Design-Builder, u pon notice, has failed to remove the lien, by bonding it off or
otherwise, within ten (10) calendar days; or
Section 10. 8.7 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
Section 10. 8.8 the Department has reasonable evidence that the Work cannot be
completed for the unpaid balance of the GMP; or
Section 10.8.9 the Design-Builder is otherwise in substantial breach of this Agreement
including, without limitation, failures to comply with LSDBE Utilization requirements
or;

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Section 10. 8.10 the Application for Payment is incomplete, unsubstantiated , and/or
does not contain sufficient documentation for evaluation by the Contracting Officer.
Section 10.9. Payment Not Acceptance.
Payment of any progress payment or final payment shall not constitute acceptance of
Work that is defective or otherwise fails to conform to the Agreement or a waiver of any rights
or remedies the Department may have with respect to defective or nonconforming Work.
Section 10.10 Department Not Obligated to Others.
The Department shall have no obligation to pay or be responsible in any way for
payments to a consultant or subcontractor performing portions of the Work.
Section 10.11 Final Payment.
A final payment (“Final Payment”) shall be made by the Department to the Design -
Builder when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section
5.14, and Exhibit C have been delivered to and are accepted by the Department; (iii) the
Design-Builder 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 has been submitted b y the Design -Builder and
reviewed by the Department and, to the extent the Department determines appropriate, the
Department’s accountants. The Department shall make the 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.
Section 10.11.1 The amount of the Final Payment shall be calculated as follows:

Section 10.11.1.1 Take the sum of the Cost of the Work substantiated by the Design -
Builder’s final accounting and the Design-Build Fee; but not more than the GMP.

Section 10.11.1.2 Subtract amounts, if any, for which the Department withholds
pursuant to the Agreement.
Section 10.11.1.3 Subtract the aggregate of previous payments made by the
Department. (If the aggregate of previous payments made by the Department exceeds
the amount due the Design -Builder, the Design -Builder shall promptly reimburse the
difference to the Department).
Section 10.11.1.4 The Final Payment shall take into account any savings accruing to
the Department or the Design-Builder.
Section 10.11.1.5 The Department will review and report in writing on the Design -
Builder’s final accounting within 30 days after delivery of the final accounting to the
Department by the Design -Builder. 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 Design -Builder of any amount that the Department will withhold and the
reasons therefor. The time periods stated in this Section 10.12.1.5 supersede those for
typical progress payments.
Section 10.11.1.6 If the Department determines that the Cost of the Work is other than
that claimed by the Design-Builder, the Design-Builder shall be entitled to proceed in
accordance with Article 3 of the Standard Contract Provisions (Construction

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Contracts). Pending a final resolution of the disputed amount, the Department shall pay
the Design-Builder the amount that the Department determines to be appropriate.

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10 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 submit a Certificate of Insurance to
the Contracting Officer (CO) giving evidence of the required coverage prior to
commencing performance under this contract. In no event shall any work be performed
until the required Certificates of Insurance signed by an authorized representative of
the insurer(s) have been provided to, and accepted by, the CO.

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

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide
evidence satisfactory to the CO with respect to the services performed that it carries a
CGL policy, written on an occurrence (not claims -made) basis, on Insurance Services
Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence -based form with
coverage at least as broad and approved by the CO in writing), covering liability for all
ongoing and completed operations of the Contractor and under all subcontracts,
covering claims for bodily injury, including without limitation sickness, disease or
death and mental anguish of any persons, broad form property dama ge, including loss
of use resulting therefrom, personal and advertising injury, and including coverage for

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liability arising out of an Insured Contract (including the tort liability of another assumed
in a contract) and acts of terrorism (whether caused by a foreign or domestic source). Such
coverage shall have limits of liability of not less than $1,000,000 for each occurrence,
and a $2,000,000 general aggregate.

The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage
using ISO form CG 2015 0413 (or its equivalent) to The Government of the
District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis
(where applicable)
e) Defense costs shall be in addition to and not erode the limits of liability

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 in connection with work under this
agreement, with a minimum combined single limit of $1,000,000 for bodily injury or
death and prop erty damage, including loss of use thereof. Such policy or policies of
automobile liability insurance shall be written on an "occurrence" (as opposed to a
"claims made") basis.

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

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

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

3. Workers’ Compensation Insurance - The Contractor shall provide evidence satisfactory
to the CO of Workers’ Compensation insurance in accordance with the statutory

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mandates of the District of Columbia or the jurisdiction in which the contract is
performed.

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

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

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

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

6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits of $10,000,000 per occurrence and $10,000,000 in the annual
aggregate, following the form and in excess of all liability policies. All liability
coverages must be scheduled under the umbrella and/or excess policy. The insurance

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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 Government of the District of Columbia and the “other
insurance” provision must be amended in accordance with this requirement and
principles of vertical exhaustion.

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

8. Environmental Liability/Contractors Pollution Liability Insurance - The Contractor
shall provide evidence satisfactory to the CO of environmental liability insurance
covering losses caused by pollution or other hazardous conditions arising from ongoing
or completed operations of the Contractor. Such insurance shall 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 $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 the CO Owner certificates of insurance
evidencing environmental liability insurance maintained by third party
transportation and disposal site operators(s) used by the Contractor for losses
arising from facility(ies) accepting, storing or disposing hazardous mat erials or
other waste as a result of the Contractor’s operations. Such coverages must be
maintained with limits of at least the amounts set forth above.

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

9. Employment Practices Liability - The Contractor shall provide evidence satisfactory to
the CO 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 Government of 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.

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

11. Riggers Liability – If and to the extent Contractor’s services or scope of Work call for,
require, or involve the lifting, picking, rigging and setting of others property, materials
or equipment, Contractor shall procure, maintain and pay for Riggers Liability
Insurance to insure against physical loss of or damage in amounts sufficient to insure
the full market value and / or replacement costs of the property, materials or equipment
being lifted. In addition to replacing any property, materials or equipment damaged
through Contractor’s work involving the lifting, picking, rigging and or setting,
Contractors shall also be responsible for all consequential loss of use, and delay
damages involved in replacing and / or repairing the damaged property, materials, or
equipment. Failure to carry appropriate insurance and or failure to carry adequate limits
shall not relieve Contractor from its indemnity and contractual obligations herein.

12. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence
satisfactory to the CO with respect to the services performed that it carries $1,000,000
per occurrence limits; $2,000,000 aggregate of affirmative abuse and molestation
liability coverage. Coverage should include 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 or
through a separate stand-alone sexual abuse and molestation policy with confirmation
there are no exclusions for abuse or assault & battery un der the General Liability. So
called “silent” coverage or “shared” limits under a commercial general liability or
professional liability policy will not be acceptable. Limits may not be shared with other
lines of coverage. The applicable policy may need to be submitted to the ORM for
compliance review.

Construction Projects Controlled by the District

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 satisfies
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 wi ll 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.

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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.

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

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

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

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

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

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

I. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO
shall be given thirty (30) days prior written notice in the event of cancellation, non -

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

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

The Government of the District of Columbia

And e-mailed to the attention of:

Kianna Shepherd
Contracting Officer
Department of General Services
Contracts and Procurement Division
3924 Minnesota Ave, NE, 5th Floor
Washington, DC 20019
Kianna.shepherd@dc.gov

The CO may request and the Contractor shall promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of
the insurance policies. If the insurance initially obtained by the Contractor 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).

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

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

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M. WARRANTIES. When applicable, t he Contractor should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability
policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another
occurrence-based form with coverage at least as broad). CO should collect, review for
accuracy, and maintain all warranties for goods and services.

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Article 12- BONDS

Section 12.1 Performance Bond and Payment Bond.
The Design -Builder shall, before commencing the Construction Phase, provide to the
Department a payment bond and performance bond, each with a penal sum equal to the full
value of the Agreement, NTE or the GMP. 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 Design -Builder, even if such amount
exceeds the penal value of such bond. Unless otherwise directed by th e Department, the
Design-Builder 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 pric e. 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 Appro ved Sureties. All subcontractors’ bonds must
include a dual obligee rider, naming the Design -Builder 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 Design -Builder shall promptly comply. The
Design-Builder 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 Design -Builder shall promptly provide substitute security acceptable to
the Department. If the Design-Builder 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.

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Article 13 - ECONOMIC INCLUSION REQUIREMENTS
Section 13.1 LSDBE Utilization.

If the Design-Builder 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 subcontra cting (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 with material suppliers shall be counted toward
meeting this goal. The Design -Builder has developed a Subcontracting Plan that is attached
hereto as Exhibit D. The Design -Builder shall comply with the terms of the SBE
Subcontracting Plan in making purchases and administering its subcontracts and supply
agreements.
Section 13.2 Mandatory Subcontracting Requirements

Section 13.2.1 Unless the Director of the Department of Small and Local Business
Development (DSLBD) has approved a waiver in writing, in accordance with D.C.
Official Code § 2 -218.51, for all contracts in excess of $250,000, at least 35% of the
dollar volume of the cont ract shall be subcontracted to qualified small business
enterprises (SBEs).
Section 13.2.2 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 qualified certified business enterprises (CBEs); provided,
however, that all reasonable efforts shall be made to ensure that SBEs are significant
participants in the overall subcontracting work.
Section 13.2.3 A prime contractor that is certified by DSLBD as a small, local or
disadvantaged business enterprise shall not be required to comply with the provisions
of Sections 13.2.1 and 13.2.2.
Section 13.2.4 Except as provided in Sections 13.2.1 and 13.2.2, 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
performs less than 35% of the contracting effort shall be subject to enforcement
actions under D.C. Official Code § 2-218.63.
Section 13.2.5 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

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D.C. Official Code § 2-218.63.
Section 13.2.6 Each CBE utilized to meet these subcontracting requirements
shall perform at least 35% of its contracting effort with its own organization
and resources.
Section 13.3 Subcontracting Plan (Exhibit D)
If the Design-Builder 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 13.4 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 (CO), District of Columbia Auditor and the Director of DSLBD.
Section 13.5 Subcontracting Plan Compliance Reporting
Section 13.5.1 If the Contractor has a subcontracting plan required by law for this
contract, the Contractor shall submit a quarterly report to the Contracting Officer,
District of Columbia Auditor, and the Director of DSLBD. The quarterly report
shall include the follow ing 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 13.5.2 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.

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Section 13.6 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 13.7 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 13.8 Enforcement and Penalties for Breach of Subcontracting Plan
Section 13.8.1 A contractor shall be deemed to have breached a subcontracting plan
required by law if the contractor (i) fails to submit subcontracting plan monitoring
or compliance reports or other required subcontracting information in a reasonably
timely manner; (ii) submits a monitoring or compliance report or other required
subcontracting information containing a materially false statement; or (iii) fails to
meet its subcontracting requirements.
Section 13.8.2 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 13.8. 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 Article 16 of the Contract.
Section 13. 8.4 Neither the Design -Builder 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 cond ition its approval upon the Design -Builder
developing a plan that is, in the Department’s sole and absolute judgment, adequate to
maintain the level of LSDBE participation in the Project.
Section 13.9 Equal Employment Opportunity and Hiring of District Residents
Section 13.9.1 For contracts for services in the amount of $300,000 or more, the
Design-Builder shall comply with the First Source Employment Agreement Act of
1984, as amended, D.C. Official Code § 2-219.01 et seq. (“First Source Act”).
Section 13.9.2 The Design-Builder shall enter into and maintain during the term of the
Contract, a First Source Employment Agreement ( the “ Employment Agreement ”)
(Exhibit N) with the District of Columbia Department of Employment Service’s
(DOES), in which the Design -Builder shall agree that: (a) The first source for finding
employees to fill all jobs created in order to perform the Contract shall be the First
Source Register ; and (b) The first source for finding employees to fill any vacancy
occurring in all jobs covered by the Employment Agreement shall be the First Source
Register.
Section 13.9.3 If applicable, the Design -Builder shall comply with subchapter X of
Chapter II of Title 2, and all successor acts thereto, including by not limited to the

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Workforce Intermediary Establishment and Reform of First Source Amendment Act of
2011, and the rules and regulations promulgated thereunder, including, but not limited
to the following requirements:
a) At least twenty percent (20%) of journey worker hours by trade shall be
performed by District residents;
b) At least sixty percent (60%) of apprentice hours by trade shall be performed by
District residents;
c) At least fifty-one percent (51%) of the skilled laborer hours by trade shall be
performed by District residents; and
d) At least seventy percent (70%) of common laborer hours shall be performed by
District residents.
Section 13.9.4 The Design-Builder shall not begin the performance of the Contract until
its Employment Agreement has been accepted by DOES. Once approved, the
Employment Agreement shall not be amended except with the approval of DOES.
Section 13.9.5 The Design-Builder agrees that at least 51% of the new employees hired
to perform the Contract shall be District residents. The Design-Builder shall ensure that
at least fifty -one percent (51%) of the Design -Builder and every sub-consultants and
subcontractor’s employees hired after the effective date of the Agreement, or after such
subconsultant or subcontractor enters into a contract with the Design -Builder, to work
on the Project shall be residents of the District of Columbia. This percent age shall be
applied in the aggregate, and not trade by trade.
Section 13.9.6 The Contractor’s hiring and reporting requirements under the First
Source Act and any rules promulgated thereunder shall continue for the term of the
Contract.
Section 13.9.7 The CO may impose penalties, including monetary fines of 5% of the
total amount of the direct and indirect labor costs of the Contract, for a willful breach
of the Employment Agreement, failure to submit the required hiring compliance
reports, or deliberate submission of falsified data.
Section 13.9.8 If the Design-Builder does not receive a good faith waiver, the CO may
also impose an additional penalty equal to 1/8 of 1% of the total amount of the direct
and indirect labor costs of the Contract for each percentage by which the Design -
Builder fails to meet its hiring requirements.
Section 13.9.9 Any contractor which violates, more than once within a 10 -year
timeframe, the hiring or reporting requirements of the First Source Act shall be referred
for debarment for not more than five (5) years.
Section 13.9.10 The Design-Builder may appeal any decision of the CO pursuant to
this clause to the DC Contract Appeals Board located at 441 4th Street, NW, Suite
350N, Washington, DC 20001.
Section 13.9.11 The provisions of the First Source Act do not apply to nonprofit
organizations which employ 50 employees or less.

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Section 13.9.12 Construction projects or contracts covered by this Section of the
Contract shall be subject to the hiring and reporting requirements set forth in this
Section until construction is completed and a final certificate of occupancy has been
issued.
Section 13.9.13 The Design -Builder 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 here in as Exhibit L. A contract award cannot be made to any
contractor that has not satisfied the equal employment requirements.
Section 13.10 Economic Inclusion Reporting Requirements
Section 13. 10.1 Upon execution of the Agreement, the Design -Builder 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 13. 10.2 The Design -Builder 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 Desi gn-Builder and all member firms and Subcontractors shall
execute a First Source Agreement with the District of Columbia Department of
Employment Services (“DOES”) prior to beginning work at the Project site.
Section 13.10.3 The Design -Builder shall maintain detailed records relating to the
general hiring of District of Columbia and community residents.
Section 13. 10.4 The Design -Builder shall be responsible for: (i) including the
provisions of Section 9.3 in all subcontracts; (ii) collecting the information required
in Section 9.3 from its Subcontractors; and (iii) providing the information collected
from its Subcontractors in the reports required to be submitted by the Design-Builder
pursuant to Section 9.3.
Section 13.10.5. Reserved
Section 13.10.6 Living Wage Act . In addition to the requirements set forth in the
First Source Employment Agreement, the Design -Builder shall comply with all
applicable provisions of the Living Wage Act of 2006, Exhibit M, as amended
(codified at D.C. Official Code §§ 2-220.01 et seq.) and its implementing regulations.
Section 13.10.7 Apprenticeship Act. The D.C. Apprenticeship Act of D.C. Law 2 -
156, (as amended, the Act) may apply to these Projects. As applicable, the Design -
Builder firms and their subcontractors selected to perform work on the Projects on a
craft-by-craft basis may be required to comply with the Act. If applicable, all terms
and conditions of the D.C. Apprenticeship Council Rules and Regulations shall be
implemented, and the selec ted Design -Builder firms shall be liable for any
subcontractor non-compliance. Thirty-five percent (35%) of all apprentice hours shall
be worked by District residents.

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Section 13.11 WAY TO WORK AMENDMENT ACT OF 2006
Section 13.11.1. Except as described in Section 13.1 1.8 below, the Design -Builder
shall comply with Title I of the Way to Work Amendment Act of 2006, effective June
8, 2006 (D.C. Law 16 -118, D.C. Official Code §2 -220.01 et seq.) (“Living Wage Act
of 2006”), for contracts for services in the amount of $100,000 or more in a 12-month
period.
Section 13.11.2 The Design-Builder shall pay its employees and subcontractors who
perform services under the Contract no less than the current living wage.
Section 13.11.3 The Design-Builder shall include in any subcontract for $15,000 or
more a provision requiring the subcontractor to pay its employees who perform services
under the Contract no less than the current living wage rate.
Section 13.11.4 The DOES may adjust the living wage annually and Design -Builder
will find the current living wage rate on its website at www.does.dc.gov.
Section 13.11.5 The Design-Builder shall provide a copy of the Fact Sheet attached
within Exhibit M to each employee and subcontractor who performs services under the
Contract. The Design-Builder shall also post the Notice attached within Exhibit M in
a conspicuous place in its place of business. The Design -Builder shall include in any
subcontract for $15,000 or more a provision requiring the subcontractor to post the
Notice in a conspicuous place in its place of business.
Section 13.11.6 The Design -Builder shall maintain its payroll records under the
Contract in the regular course of business for a period of at least three (3) years from
the payroll date , and shall include this requirement in its subcontracts for $15,000 or
more under the Contract.
Section 13.11.7 The payment of wages required under the Living Wage Act of 2006
shall be consistent with and subject to the provisions of D.C. Official Code §32 -1301
et seq.
Section 13.11.8 The requirements of the Living Wage Act of 2006 do not apply to:
(1) Contracts or other agreements that are subject to higher wage level
determinations required by federal law;
(2) Existing and future collective bargaining agreements, provided, that the future
collective bargaining agreement results in the employee being paid no less than
the established living wage;
(3) Contracts for electricity, telephone, water, sewer or other services provided by
a regulated utility;
(4) Contracts for services needed immediately to prevent or respond to a disaster or
imminent threat to public health or safety declared by the Mayor;
(5) Contracts or other agreements that provide trainees with additional services
including, but not limited to, case management and job readiness services;
provided that the trainees do not replace employees subject to the Living Wage
Act of 2006;
(6) An employee under 22 years of age employed during a school vacation period,
or enrolled as a full -time student, as defined by the respective institution, who
is in high school or at an accredited institution of higher education and who
works less than 25 hours per week; provided that he or she does not replace

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employees subject to the Living Wage Act of 2006;
(7) Tenants or retail establishments that occupy property constructed or improved
by receipt of government assistance from the District of Columbia; provided,
that the tenant or retail establishment did not receive direct government
assistance from the District;
(8) Employees of nonprofit organizations that employ not more than 50 individuals
and qualify for tax exemption pursuant to section 501(c)(3) of the Internal
Revenue Code of 1954, approved August 16, 1954 (68A Stat. 163; 26 U.S.C. §
501(c)(3);
(9) Medicaid provider agreements for direct care services to Medicaid recipients,
provided, that the direct care service is not provided through a home care
agency, a community residence facility, or a group home for mentally retarded
persons as those term s are defined in section 2 of the Health -Care and
Community Residence Facility, Hospice, and Home Care Licensure Act of
1983, effective February 24, 1984 (D.C. Law 5-48; D.C. Official Code § 44-
501); and
(10) Contracts or other agreements between managed care organizations and the
Health Care Safety Net Administration or the Medicaid Assistance
Administration to provide health services.

Section 13.11.9 The Mayor may exempt a contractor from the requirements of the
Living Wage Act of 2006, subject to the approval of the Council, in accordance with
the provisions of Section 109 of the Living Wage Act of 2006.

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Article 14 - LIQUIDATED DAMAGES

Section 14.1 Delay in Substantial Completion.
If the Design -Builder 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 Design -
Builder 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 Design-Builder 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 Design -Builder
otherwise complies with the provisions set forth in the Standard Contract Provisions
(Construction Contracts and Architectural/Engineering Services Contracts).
Section 14.2 Early Completion.
In the event the Design -Builder achieves Substantial Completion of the Project prior to
the Substantial Completion Date, the Design-Builder 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.

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Article 15 - MISCELLANEOUS PROVISIONS
Section 15.1. Ownership and Use of Project Documents.
The Drawings, Specifications , and other Project Documents prepared by the Design-
Builder’s Architect and copies thereof furnished to the Design-Builder, are for use solely with
respect to this Project. They are not to be used by the Design -Builder, 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 Design-Builder’s
Architect. The referenced Drawing, Specifications, and other Project Documents shall become
the property of the Department. The District will be the sole owner of all project drawings,
specifications, and other Project Documents and the Design -Builder shall provide the District
with a complete set of “as-built” within sixty (60) days of final completion.
Section 15.2. Assignment.
The Department and Design -Builder respectively bind themselves, their partners,
members, joint venturers, constituent entities, successors, assigns, and legal representatives 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 the 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 15.3. 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.

15.3.1 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, 1059 —63 Comp., p. 635), the Design -
Builder agrees that only domestic construction material will be used by the Design -Builder,
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 manufac tured 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.

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

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

The Contractor shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or
manufactured in the United States in sufficient and reasonably
available commercial quantities of a satisfactory quality;
3. For which the District determines that domestic preference would be
inconsistent with the public interest; or
4. For which the District determines the cost to be unreasonable.

15.3.2 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 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 f oreign iron
and steel constitutes less than 5 percent of the cost of all the components used in such
construction material.

15.3.3 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 satisfactory quality.

15.3.4 Foreign Construction Material. “Foreign construction material” means a
construction material other than a domestic construction material.

Section 15.4. Davis-Bacon Act Provision and Title 29 CFR Part 5.5.
The Design-Builder agrees that the construction work performed under this Agreement
shall be subject to the Davis-Bacon Act (40 U.S.C. §§ 276a-276a-7), Exhibit F1 and Title 29
Code of Federal Regulations (“CFR”) Exhibit F2. The wage rates applicable to this Project
are attached as Exhibits F1 and F2. The Design -Builder further agrees that it and all of its
subcontractors shall comply with the regulations implementing the Davis-Bacon Act and Title
29 CFR and such regulations are hereby incorporated by reference. At such time as the Design-
Builder is preparing its GMP, the Design-Builder shall include the current Davis-Bacon wage
rates in its GMP.

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Section 15.5. The Quick Payment Clause

Section 15.5.1 Interest Penalties to Contractors

Section 15.5.1.1 The District will pay interest penalties on amounts due to the Design-
Builder under the Quick Payment Act, D.C. Official Code §2 -221.01 et seq ., as
amended, for the period beginning on the day after the required payment date and
ending on the date on which payment of the amount is made. Interest shall be calculated
at the rate of 1.5% 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. The required payment date shall be:

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

Section 15.5.1.2 Any amount of an interest penalty which remains unpaid at the end of
any 30-day period shall be added to the principal amount of the debt and thereafter
interest penalties shall accrue on the added amount.

Section 15.5.1.3 No interest penalty shall be due to the Design -Builder 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.

Section 15.5.2 Payments to Subcontractors

Section 15.5.2.1 The Design -Builder must take one of the following actions within
seven (7) days of receipt of any amount paid to the Design -Builder 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 Design-
Builder’s intention to withhold all or part of the subcontractor’s payment and
state the reason for the nonpayment.

Section 15.5.2.2 The Design-Builder 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:

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

Section 15.5.2.3 Any amount of an interest penalty that remains unpaid by the Design-
Builder at the end of any 30 -day period shall be added to the principal amount of the
debt to the subcontractor and thereafter interest penalties shall accrue on the added
amount.

Section 15.5.2.4 A dispute between the Design -Builder 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
of Columbia is a party. The District may not be interpleaded in any judicial or
administrative proceeding involving such a dispute.

Section 15.5.3 Subcontractor Quick Payment Clause Flow-Down Requirements

Section 15.5.3.1 The Design -Builder 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).

Section 15.5.4 Requirements for Change Order Payments

Section 15.5.4.1 The Department and the Design-Builder are prohibited from requiring
the 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:

a. Agrees with the Prime Contractor and, if applicable, the subcontractor on a price
for the additional work;
b. 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;
c. 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 CO; and
d. Gives written notice of the funding certification from the Chief Financial
Officer to the Prime Contractor;

Section 15.5.4.2 The Design-Builder is required to include in its subcontracts a clause
that requires the Prime Contractor to:

a. 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;

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b. 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
c. 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 CO.

Section 15.5.4.3 The Department, Design -Builder, Design-Builder Architects, 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 15.5.4.4 Authorized Changes By The Contracting Officer

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

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

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

Section 15.6 Contract Work Hours and Safety Standards Act Provision. The Design -
Builder 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 15.7 False Claims Act. Design-Builder shall be governed by all laws and regulations
prohibiting false or fraudulent statements and claims made to the DC government, including
the prescriptions set forth in District of Columbia Code Official Code §22-2514 and §§2 -
381.01 et seq. In the event that it is discovered that the Design -Builder has made a false,
fraudulent, or unsupported statement or claim to the Department, the Department may
terminate this Agreement without liability.

Section 15.8 Interpretation of Contract and Order of Precedence. All of the Project
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 Design -Builder, as the intent of the Agreement is, with specifically identified
exceptions, to require the Design -Builder to assume entire responsibility for the construction
of the Project. If there is any inconsistency among the Project documents comprising the
Agreement, the order of precedence among them is as follo ws, with the first listed Project
document having the highest priority:

a. This Agreement and its Modifications, Change Orders, Change Directives and any
Exhibits thereto;
b. The Department’s Standard Contract Provisions ( Construction Contracts and
Architectural/Engineering Services Contracts) , as amended, and any missing term in

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this Agreement shall be addressed in accordance with the Standard Contract Provisions;
and
c. The Construction documents released or approved by the Department.

Section 15.9 Independent Contractor. The Design -Builder and the Design -Builder’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, co mply with such general direction of the CO, or the duly
authorized representative of the CO as is necessary to ensure accomplishment of the Agreement
objectives. The Design-Builder 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.

Section 15.10 No Third -Party Beneficiary Rights. Nothing in this Agreement shall be
construed as creating third-party beneficiary rights in any person or entity, except as otherwise
expressly provided in this Agreement.

Section 15.11 Media Releases. Neither the Design -Builder, 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 15.12 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 15.13 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 su ccessful transmission, and if sent by recognized overnight carrier, the
next business day.

If to the Department: If to the Design-Builder:

Eric Njonjo , Anthony Fernando
Deputy Chief Procurement Officer President
Department of General Services Atmos Solutions, Inc.
3924 Minnesota Avenue, NE 6856 Eastern Avenue, NW, Suite 205
Washington, DC 20019 Washington DC 20012

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 Project documents.

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Section 15.14 Limitations. The Design -Builder 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 15.15 Survival. All agreements warranties and representations of the Design-Builder
contained in the Agreement or in any certificate or Project document furnished pursuant to the
Agreement shall survive termination or expiration of the Agreement.

Section 15.16 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.

Section 15.17 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 right s and remedies will be exercised at its sole discretion, and shall not be
regarded as conferring any obligation on the Department to exercise those rights or remedies
for the benefit of the Design-Builder or any other person or entity.

Section 15.18 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 15.19 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 and signed by both the Department and the Design-Builder,
unless otherwise expressly provided to the contrary in the Agreement. Notwithstanding the
foregoing, nothing herein shall be construed to limit the Department’s abi lity to unilaterally
modify the Agreement.

Section 15.20 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 15.21 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 prov isions 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 C ongress for such purpose, and the Department’s legal

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liability for payments and other charges under this Agreement shall not arise or obtain in
advance of the lawful availability of appropriated funds for the applicable fiscal year as
approved by Congress. IN ACCORDANCE WITH § 446 OF THE HOME RULE ACT,
D.C. CODE § 1-204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS AUTHORIZED
TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE AGREEMENT OR
CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN APPROVED, IS
LAWFULLY AVAILABLE, AND APPROPRIATED BY ACT OF CONGRESS.

Section 15.21.1 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, incl ude in the budget
application submitted to the Council of the District of Columbia the amount necessary
to fund the Department’s known potential financial obligations under this Agreement
for such fiscal period. In the event that a request for such appropr iations is excluded
from the budget approved by the Council and submitted to Congress by the President
for the applicable fiscal year or if no appropriation is made by Congress to pay any
amounts due under this Agreement for any period after the fiscal yea r for which
appropriations have been made, and in the event appropriated funds for such purposes
are not otherwise lawfully 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 15.21.2 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 15.21.3 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 15.22 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 15.23 Americans With Disabilities Act of 1990 (“ADA”).
During the performance of this Contract, the Design -Builder 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 15.24 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.

Section 15.25 Gratuities Not to Benefit Provisions.

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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 Design -Builder, or any agent or representative of the Design -Builder, 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 respec t to the performance of the
Agreement, the Department may, by written notice to the Design -Builder, terminate the right
of the Design-Builder to proceed under the Agreement and may pursue such other rights and
remedies provided by law and under the Agreement.

Section 15.25.1 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 Design -Builder as it could pursue in the
event of a breach of the Agreement by the Design-Builder; 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 Design -Builder in providing any such
gratuities.

Section 15.2 5.2 No member of, nor delegate to Congress, Mayor or City Council
Member, nor the Department nor 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 Member, or employee of the District is de minimis.

Section 15.2 6 Ethical Standards for the Department's Employees And Former
Employees.
The Department expects the Design-Builder 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 Design -Builder, nor any person associated with the Design -Builder,
shall provide (or seek reimbursement for) any gift, gratuity, favor, entertainment, loan, or other
thing of value to any employee of the District or the Department not in conformity with
applicable law, rules or regulations. The Design -Builder 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 Design-Builder may not assign to any
former employee or District employee or agent who has joined the Design-Builder’s firm any
matter on which the former employee, while employed by the Department, had material or
substantial involvement in the matter. The Design-Builder may request a waiver to permit the
assignment of such matters to former personnel on a case -by-case basis. The Design-Builder
shall include in every subcontract a provision substantially similar to this section so that such
provisions shall be binding upon each Design-Builder or vendor.

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Section 15.27 Non-Discrimination in Employment Provisions.

15.27.1 District of Columbia Human Rights Act
a. The Design-Builder shall not discriminate in any manner against any employee
or applicant for employment that would constitute a violation of the District of
Columbia Human Rights Act, effective December 13, 1977, as amended (D.C.
Law 2 -38; D.C. Official C ode § 2 -1401.01 et seq.) (“Act”, as used in this
clause). The Design-Builder shall include a similar clause in all subcontracts,
except subcontracts for standard commercial supplies or raw materials. In
addition, the Design-Builder 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 Design -Builder 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, politic al affiliation, or physical
handicap.
2. The Design -Builder agrees to take affirmative action to ensure that
applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, national
origin, sex, age, marital status, personal appearance, sexual orientation,
family responsibilities, matriculation, political affiliation, or physical
handicap. The affirmative action shall include, but not be limited to, the
following:

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
Design-Builder agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the
Department setting forth the provisions paragraph s 1 and 2 of Section
15.27.1(b) of this Agreement, concerning non -discrimination and
affirmative action.
4. The Design -Builder shall, in all solicitations or advertisements for
employees placed by or on behalf of the Design -Builder, state that all
qualified applicants will receive consideration for employment pursuant
to the non-discrimination requirements set forth in Section 15.27.3.

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5. The Design-Builder 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' rep resentative of the Design -
Builder’s commitments under this Section 15.27.1, and shall post copies
of the notice in conspicuous places available to employees and
applicants for employment.
6. The Design-Builder 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
15.27.1, 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 Design -Builder shall include in every subcontract this Section
15.27.1 so that such provisions shall be binding upon each subcontractor
or vendor.
8. The Design -Builder 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 Design -Builder becomes involved in, or is
threatened with, litigation with a Subcontractor or vendor as a result of
such direction by the Department, the Design -Builder may request the
District to enter into such litigation to protect the interest of the District.

Section 15.27.2 Pregnant Workers Fairness

a. The Design -Builder shall comply with the Protecting Pregnant Workers
Fairness Act of 2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act).
b. The Design-Builder 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 Design -Builder 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;

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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, relate d 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 Design-Builder 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 Design-Builder 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.

15.27.3 UNEMPLOYED ANTI-DISCRIMINATION

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

b. The Design-Builder 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.

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Section 15.28 ASSIGNMENT OF CONTRACT PAYMENTS

a. Subject to this Section 15.28, in accordance with Title 27 DCMR Section 3250, the
Design-Builder may assign due or to become due as a result of the performance of this
Design-Builder 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 Design -Builder, not the
assignee, is required to prepare invoices. Where such an assignment has been made,
the original copy of the invoice must refer to the assignment and must show that
payment of the invoice is to be made directly to the assignee as follows:

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

Section 15.29 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 Design -Builder receives a request for such information, the Design -Builder
shall immediately send the request to the PM designated in Section 1.3 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 Design-Builder pursuant to the
Contract, the PM will forward a copy to the Design -Builder. In either event, the Design -
Builder 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 Design -Builder 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 15.30 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2 -
222.01 et seq.
Section 15.30.1 Nonprofit organizations, as defined in the Act, shall include in their
rates the indirect costs incurred in the provision of goods or performance of services
under this RFTOP pursuant to the nonprofit organization's unexpired Negotiated
Indirect Cost Rate Agreement (“NICRA”). If a nonprofit organization does not have an
unexpired NICRA, the nonprofit organization may elect to instead include in its rates
its indirect costs:

(1) As calculated using a de minimis rate of 10% of all direct costs under this
Contract;
(2) By negotiating a new percentage indirect cost rate with the awarding agency;
(3) As calculated with the same percentage indirect cost rate as the nonprofit

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organization negotiated with any District agency within the past 2 years;
however, a nonprofit organization may request to renegotiate indirect costs rates
in accordance with Section 15.30.2; or
(4) As calculated with a percentage rate and base amount, determined by a
certified public accountant, as defined in the Act, using the nonprofit
organization's audited financial statements from the immediately preceding
fiscal year, pursuant to the OMB Uniform Guidance, and certified in writing by
the certified public accountant.

Section 15.30.2 If this Contract is funded by a federal agency, indirect costs shall be
consistent with the requirements for pass-through entities in 2 C.F.R. § 200.331, or any
successor regulations.
Section 15.30.3 The Contractor shall pay its subcontractors which are nonprofit
organizations the same indirect cost rates as the nonprofit organization subcontractors
would have received as a prime contractor.
Section 15.31 CAMPAIGN FINANCE REFORM ACT
Prior to the execution of this Contract, the Design -Builder shall complete and submit to the
Department a completed Campaign Finance Reform Act Self -Certification Form, Exhibit O,
pursuant to D.C. Official Code § 1-1161.01.

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ARTICLE 16- TERMINATION OR SUSPENSION
Section 16.1
All terminations or suspensions arising out of or under this Agreement shall be in
accordance with the terms of the Standard Contract Provisions (Construction Contracts and
Architectural/Engineering Services Contracts).

Section 16.2 Failure to Agree Upon GMP.
The Department shall have the right to terminate this Agreement in the event that the
Department and the Design -Builder 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 Design-Builder’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 u nder this Agreement or any court of competent
jurisdiction.

Section 16.3 Termination for Default.
The Department may terminate the Agreement for default if the Design -Builder 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 Design-Builder 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 Design-Builder 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
3. The Department reasonably determines that the Design -Builder has abandoned the
Work, or has failed to pay laborers, mechanics, materialmen, Subcontractors or
suppliers when payment is due; or
4. The Design-Builder 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
Design-Builder has a receiver appointed, or files for dissolution or otherwise is
dissolved; or
5. The Design-Builder fails to pay its debts in a timely manner or becomes insolvent, the
Department reasonably determines that the Design-Builder does not have the financial
ability to carry out its obligations under the Agreement and the Design-Builder fails to
give the Department prompt and reasonable assurances of its ability to perform.
Section 16.3.1 The Department shall provide the Design-Builder with written notice of
its intent to terminate the Agreement, under this Section.
Section 16.3.2 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

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Work, and to finish the Project by whatever method it deems expedient, including
accepting assignment of all outstanding Subcontracts and Supply Agreements.
Section 16.4 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 (Construction Contracts and Architectural/Engineering
Services Contracts).

Section 16.5 Continued Responsibility After Termination.
If the Design -Builder is terminated, for default, for Convenience or otherwise, the
Design-Builder shall remain responsible for defects or non-conformities in all Work performed
to the date of the termination.

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Article 17 – OTHER CONDITIONS AND SERVICES
This Agreement and the rights and obligations of the Department and Design -Builder
herein are subject to the approval of the Council of the District of Columbia.

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Article 18 – CHANGES IN THE WORK

Section 18.1 Changes Authorized.
In accordance with the Standard Contract Provisions (Construction Contract) and the
Standard Contract Provisions for Architectural and Engineering services Contracts , 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 Design -Builder via a written Change
Directive or Change Order.

Section 18.2 Executed Change Directive/Change Order Required.
Only a written Change Directive or Change Order, executed by the Department ’s
Contracting Officer, may make changes to the Agreement. In particular, but without limitation,
a written Change Directive or Change Order executed by the Department’s Contracting Officer
is the only means by which changes may be made to the Substantial or Final Completion Dates,
the Design-Build Fee, or the Guaranteed Maximum Price.

Section 18.3 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 Design-Builder a written Change Directive, either directing
the Design-Builder 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
Design-Builder believes that Substantial or Final Completion Dates and/or the
Guaranteed Maximum Price should be adjusted to take the Chang e Order or Change
Directive into account.
2. Within ten (10) days of receiving a Change Directive, the Design-Builder 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
Guaranteed 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 Design -Builder shall provide, further cost
breakdowns, clarifications, project documentation 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 Desi gn-Builder is not entitled to any markup on any kind of
Change Orders except as authorized in Section 18.8, and if so authorized, any mark-up
shall be in accordance with Section 18.11.

3. If the Department has not yet directed the Design -Builder 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 Design -Builder to proceed, the Design -
Builder shall immediately proceed with the changed Work and, the Department and the
Design-Builder shall use their good faith best efforts to reach an agreement upon the

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modifications to the Substantial or Final Completion Dates, and/or the Guaranteed
Maximum Price that is justified by the Change Directive. If the Department and the
Design-Builder reach an agreement, the agreement shall be set forth in a Change Order
and the Design-Builder 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 Design-Builder’s detailed statement pursuant to Section 18.3.2, and such
other Project documentation as the Department may request, the Design -Builder 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 Design-Builder such adjustme nts, if any, to the Substantial or Final Completion
Dates, the Guaranteed Maximum Price, and/or the Preconstruction or Design-Build Fee
as the Department has judged to be appropriate.

Section 18.4 Notice of Change Event.
The Design-Builder must give the Department written notice of any Change Event within
ten (10) calendar days of the date on which the Design -Builder 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 Design -
Builder believes it is entitled. Such notice is an express condition precedent to any claim or
request for adjustment to the Substantial or Final Com pletion Dates, or the Guaranteed
Maximum Price arising from the Change Event and, if the notice is not given within the
required time, the Design -Builder will have waived the right to any adjustment to the
Substantial or Final Completion Dates, or the Guar anteed Maximum Price arising from the
Change Event.

Section 18.5 Detailed Change Request.
Within twenty (20) days after giving notice of a Change Event, the Design-Builder 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 18.3 with respect to any Agreement changes the Design-Builder seeks
due to the Change Event, and the amount of any requested a djustment to the Guaranteed
Maximum Price shall be limited in accordance with that Section 18.3.

Section 18.6 Changes to GMP.
Subject to the condition precedent that the Design-Builder have complied with the notice
and documentation provisions of this Article, and subject to the limitations stated in this
Agreement, the Design-Builder 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 Design -
Builder to proceed with work which is beyond the scope of Work included within this
Agreement; or

2. The Design-Builder encounters differing site conditions or Hazardous Materials not
identified in the Preconstruction Phase.

Section 18.7 Deductive Change Orders.
The Department reserves the right to issue deductive Change Orders (reducing the
Guaranteed Maximum Price or modifying the Substantial or Final Completion Dates to an

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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 18.8 No Adjustments to Fee.
The Design -Builder understands and agrees that the Design -Build Fee shall not be
increased or decreased as a result of any Change Orders or Change Directive. In furtherance of
this understanding, the Design-Builder agrees that it shall not be entitled to an increase in the
Lump Sum General Conditions Cost or the Design-Build 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 substance abuse
recovery facility 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 Design-Builder shall not be entitled to any additional fees or
general conditions 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 Design-Builder’s services for the
Project to extend beyond the Substantial Completion Date.

Section 18.9 Executed Change Orders or Contract Modifications are Final.
The Design-Builder agrees that any Change Order or Contract Modification executed by
the Department and Design-Builder constitutes its full and final adjustment for all costs, delays,
disruptions, inefficiencies, accelerations, schedule impacts, or other consequences arising from
the change modification 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 or Contract
Modification, 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 or
Contract Modification. Although the Parties anticipate that most Change Orders or Contract
Modifications will not req uire an adjustment to the Cost of General Conditions, if the Work
described in a Change Order or Contract Modification requires an increase or decrease in the
Lump Sum General Conditions Cost (i.e. because such a Change requires additional field staff
or other equipment that would be classified as General Conditions Costs), the Change Order or
Contract Modification shall contain an increase to the Design -Build Fee adjusting such
amount. The cost of processing a Change Order or Contract Modification shall not be
considered an event that will require an increase in the Lump Sum General Conditions Cost.

Section 18.10 Failure to Agree.
If the Design -Builder 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 Design -Builder
shall proceed with the Work and the Department's directives, without interruption or delay, and
shall make a claim as provided in Article 18 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 18.11 Mark-Up on Trade Work.
The maximum mark up for Change Order work shall be as follows:

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1. Intervening tier Subcontractors shall be entitled to a mark -up of five percent ( 5%)
(Covering home office overhead, the cost of insurance and bonds, field supervision,
general conditions and profit) on Work Performed by lower-tier Subcontractors;

2. To the extent permitted by Section 18.8 , the Design -Builder shall be entitled to an
increase in its Design -Build Fee at a maximum rate of 2% on work performed by
Subcontractors. Such markup shall cover the same cost elements that were included in
the Design-Build Fee;

3. Direct Cost of the Work 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 Design -Builder. No personnel above t he
level of a working foreman shall be considered a Direct Cost of the Work).

(a) 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.

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

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

(d) Materials. Incorporated and unincorporated materials as permitted under
Section 9.1.

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Article 19 – CLAIMS & DISPUTE RESOLUTION
All claims or disputes arising out of this Agreement shall be governed by the terms of the
Standard Contract Provisions ( for Architectural and Engineering Services and Construction
Contracts).

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Article 20 - EXHIBITS
Exhibit A1 Initial Project Test Fit Plans
Exhibit A2 Building Condition Assessment
Exhibit A3 Program of Requirements/SOW
Exhibit B Project Schedule
Exhibit C Deliverable List
Exhibit D SBE Subcontracting Plan
Exhibit E Key Personnel
Exhibit F1 Davis-Bacon Act Wage Determination
Exhibit F2 Title 29 Code of Federal Regulations (“CFR”)
Exhibit G Design-Builder’s Designated Representatives
Exhibit H Department’s Designated Representatives and Contracting Officers
Exhibit I
Standard Contract Provisions (Construction and
Architecture/Engineering)
Exhibit J Form of Lien Waiver
Exhibit K Form of GMP Amendment
Exhibit L Equal Employment Opportunity Policy
Exhibit M Living Wage Act 2025
Exhibit N First Source Employment Agreement
Exhibit O Campaign Finance Reform Act Self-Certification Form
Exhibit P DGS Project Closeout Manual
Exhibit Q National Building Information Modeling (BIM) Guide
Exhibit R Quality Control Master Program
Exhibit S Award Fee Pool
Exhibit T FF&E and Close-Out
Exhibit U Subcontractor Performance Evaluation Form

IN WITNESS WHEREOF, the Parties have executed this Agreement (DCAM-24-CS-
RFP-0009) through their duly authorized representatives and effective as of the last date written
below.
DEPARTMENT OF GENERAL SERVICES, ATMOS SOLUTIONS
an agency within the executive branch
of the Government of the District of Columbia

By: By:
Name: Name:
Title: Title:
Date: Date:

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Exhibit A1 – Initial Project Test Fit Plans

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Exhibit A2 – Building Condition Assessment

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Exhibit A3 – Program of Requirements/SOW

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Exhibit B – Project Schedule

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Exhibit C – Deliverable List
Design and Preconstruction Phase Deliverables
Deliverables shall include, but not be limited to:

a) Project Schedule.
b) List of Long Lead Items that could adversely impact the Project’s schedule and
recommendations for purchase.
c) Concept Cost Estimate and Concept Designs.
d) Schematic Cost Estimate and Schematic Design.
e) Design Development Cost Estimate and Design Development.
f) Permit Set of Construction Documents Cost Estimate and Permit Set of
Construction Documents.
g) Permit Set of Construction Documents, including DOB plan review responses.
h) Issued for Construction Documents.
i) Life Safety Floor Plans.
j) List of subcontractors from which the Design-Builder intends to solicit bids and
bidding procedure.
k) Trade bid tabulations, including all subcontractor proposals.
l) Report outlining Value Engineering strategies.
m) GMP Proposal.
n) Construction Phase Baseline Schedule.
o) Statement of constructability within ten (10) days of the conclusion of the
Design and Preconstruction Phase, executed by both the Design-Builder and the
Project Architect/Engineer.
p) Insurance Certificates.
q) Payment and Performance Bonds.

Construction Deliverables
Construction deliverables shall include, but not be limited to:
a) Contingency Balance Update.
b) Hazardous Material Abatement Subcontractor Insurance Certificates.
c) Hazardous Material Abatement Records.
d) Construction Document Packages.

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e) Progress Meeting Minutes.
f) Project Schedule Updates.
g) Project Progress Reports.
h) Cost Variance Report.
i) OSHA Safety Plan.
j) Close out documents (Product Manuals, Warranties, etc.).
k) Quality Control Plan.
l) Quality Control Inspection Reports.
m) Corrective Action Plan if applicable.
n) ProjectTeam submissions.
o) Invoices and Acceptable Application for Payment with Release of Liens and
Claims.
p) Insurance Certificates.
q) Performance and Payment Bonds.
r) Certificate of Substantial Completion executed by the Project Design-Builder’s
Architect/Engineer and submitted to the Department for review, concurrence
and approval
s) Documents that may be required by Contracting Officer from time to time.

Close-Out Deliverables
Deliverables shall include, but not be limited to:
a) A complete set of the Design-Builder’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) Final Maintenance and Operations Plan.

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Exhibit D – SBE Subcontracting Plan

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Exhibit E - Key Personnel

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Exhibit F1 - Davis-Bacon Act Wage Determination

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Exhibit F2 –
Title 29 Code of Federal Regulations (“CFR”)

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Exhibit G - Design-Builder’s Designated Representatives

Anthony Fernando
President
Atmos Solutions, Inc.
6856 Eastern Avenue, NW, Suite 205
Washington DC 20012

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Exhibit H - Department’s Designated Representatives and Contracting Officers

Kianna Shepherd
Contracting Officer
Contracting and Procurement Division
Department of General Services
3924 Minnesota Avenue, NE
Washington, DC 20019

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Exhibit 1 – Standard Contract Provisions (Construction and
Architectural/Engineering)

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Exhibit J - Form of Lien Waiver

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Exhibit K - Form of GMP Amendment

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GUARANTEED MAXIMUM PRICE AMENDMENT
DESIGN-BUILD AGREEMENT
DC STABILIZATION AND SOBERING CENTER RENOVATION – PARK
ROAD

THIS GUARANTEED MAXIMUM PRICE AMENDMENT (“Amendment”) is
entered into by and between the DISTRICT OF COLUMBIA GOVERNMENT, acting by
and through its DEPARTMENT OF GENERAL SERVICES (the “Department”) and
ATMOS SOLUTIONS , (the “Design -Builder”) pursuant to the Agreement, dated
______________, between the District of Columbia government, by and through the
Department and the Design -Builder, for design-build work at the DC Stabilization And
Sobering Center Renovation – Park Road and to establish a Guaranteed Maximum Price and
Contract Time for the Work as set forth below.
ARTICLE 1
GUARANTEED MAXIMUM PRICE
Section 1.1 Guaranteed Maximum Price . Subject to additions and deductions
which may be made only in accordance with the Agreement, the Design -Builder represents,
warrants and guarantees to the Department that the total maximum cost to be paid by the
Department for Design-Builder’s complete performance under the Agreement, including, but
not limited to, Final Completion of all Work, all services of Design -Builder under the
Agreement, and all fees, compensation and reimbursements to Design-Builder, shall not exceed
the total amount of [INSERT AMOUNT] Dollars ($[INSERT AMOUNT]) (" Guaranteed
Maximum Price" or “GMP”) with a Not to Exceed (“NTE”) amount of ($INSERT AMOUNT).
The amount of $xxxx includes ineligible items per Section 1.8 of this GMP
Amendment and Exhibit J. Costs which would cause the Guaranteed Maximum Price (as
may be adjusted pursuant to the Contract Project Documents) to be exceeded shall be paid by
the Design-Builder without reimbursement by the Department.
Section 1.2 Guaranteed Maximum Price Components . The Guaranteed Maximum
Price is comprised of the maximum amount payable by the Department for:
1.2.1 the Cost of the Work for full and complete performance of the Work in strict
accordance with the Contract Project Documents;
1.2.2 a Pre-Construction Fee for the Design -Builder, as defined in the Agreement,
in the amount of [INSERT AMOUNT];
1.2.3 a Design-Build Fee for the Design-Builder, as defined in the Agreement, in the
amount of [INSERT AMOUNT];
1.2.4 a Lump Sum General Conditions Cost , as defined in the Agreement, in the
amount of [INSERT AMOUNT];

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1.2.5 The Guaranteed Maximum Price is further broken down into line items and
categories on Exhibits ____ attached hereto.

Section 1.3 Basis for the GMP. The GMP is for the performance of the Work in
accordance with the Contract Project Documents listed and attached to this Amendment and
marked Exhibits ____ through ____, as follows:
1.3.1 Exhibit ____: List of Drawings, Specifications, addenda and General,
Supplementary and other Conditions of the Agreement on which the Guaranteed
Maximum Price is based
1.3.2 Exhibit ____: A list of Unit Prices and Allowance items as well as a statement
of their basis.
1.3.3 Exhibit ____: Assumptions and Clarifications made in preparing the
Guaranteed Maximum Price, noting in particular any exclusions. The
Assumptions and Clarifications shall take precedence over the Drawings and
Specifications, but shall be subordinate to the Agreement and the terms of this
Amendment.
1.3.4 Exhibit ____: The proposed Guaranteed Maximum Price, including a statement
of the detailed cost estimate organized by trade categories, allowances,
Contingency, and other items and the fee that comprise the Guaranteed
Maximum Price.
1.3.5 Exhibit ____: A Construction Phase Schedule which shall include, but not be
limited to, the Substantial and Final Completion Dates, upon which the
proposed Guaranteed Maximum Price 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”).
1.3.6 Exhibit ____: An LSDBE Utilization Plan setting forth the names and estimated
dollar volume of the work that will be perform by small, local and
disadvantaged business enterprises, as certified by the Department of Small and
Local Business Development, upon which the GMP is based.
1.3.7 Exhibit ____: Ineligible costs that require further review and approval from the
Department’s Office of Financial Officer before using the cost.

1.3.8 Exhibit ____: A list of Additive Alternates or Deductive Alternates with defined
executable dates, if any.
1.3.9 Exhibit _____: GMP and any Council Package cost estimate summary
breakdown category (New Construction, Renovation and Sitework).

1.3.10 Exhibit _____: District’s General Guidelines for Capital Financing Eligibility

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Section 1.4 Incomplete Drawings and Specifications. Design-Builder and the
Department acknowledge that the Drawings and Specifications are not complete and, as of the
date hereof, that such Drawings and Specifications have reached the level of approximately
__% complete design development Project Documents . The Design -Builder, however, has
been actively involved in the design process and hereby represents that it has a sufficient
understanding of the Project to agree to a Guaranteed Maximum Price to Fully Complete the
Project. T he Design-Builder hereby acknowledges that the GMP Basis Project Documents
provides sufficient detail and information to provide a firm Guaranteed Maximum Price and
that the Guaranteed Maximum Price proposed therein is intended to represent the Design -
Builder’s offer to Fully Complete the Project. The Design-Builder and the Department agree
to work together to complete the Drawings and Specifications as provided in this Agreement,
consistent with the Guaranteed Maximum Price premises and assumptions and Project
Schedule.
Section 1.5 Design Intent; Inferable Work. Design-Builder agrees that the
Guaranteed Maximum Price is based on the current state of the design, which represents
approximately [__] percent complete design development Project Documents. The GMP Basis
Project Documents will include various clarifications and assumptions that are intended to
further define the scope of Work that will be required to complete design. The Design-Builder
has included within the Guaranteed Maximum Price sufficient amounts to cover aspects of the
Work that are not shown on the GMP Basis Project Documents. If the Department does not
approve any such scope increase, the Design -Builder shall cause the Design-Builder’s
Architect to develop a design that is consistent with the original design intent and shall
complete the Work for an amount that does not exceed the GMP.
Section 1.6 Cost Overruns. Subject to additions or deductions which may be made
in accordance with the Agreement, the Design -Builder 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 fo r and/or relating to the Work, without entitlement to reimbursement from
the Department. Design -Builder shall not be entitled to any fee, payment, compensation or
reimbursement under this Agreement or relating to the Work or Project other than as expressly
provided in the Agreement.
Section 1.7 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 Design-Builder.
ARTICLE 2
INTENT, INTERPRETATION AND CORRELATION
Section 2.1 Intent of the Agreement . The intent of the Agreement is for the

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Design-Builder to perform and supply, and the Department hereby engages Design-Builder to
and Design-Builder hereby agrees to perform and supply, the Work, including all necessary
design services, scheduling, procurement, supervision, construction, and con struction
management services and supply all necessary labor, materials, equipment and related work
and services necessary to fully complete the Work and obtain the intended results of the
Contract Project Documents , including, but not limited to the requirements of the Project
Schedule and the Guaranteed Maximum Price requirements set forth in Article 1 above. The
enumeration of particular items in the Specifications and/or Drawings shall not be construed to
exclude other items. The Contract Project Documents are complementary, and what is required
by any one of the Contract Project 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 Project Documents.
Section 2.2 Design-Builder’s Compliance with Contract Project Documents .
Design-Builder agrees, accepts and assumes that the Department's decision will require
implementation of the most stringent requirements among any conflicting provisions of the
Contract Project Documents as being part of the Work. The Design-Builder agrees to be bound
by all decisions by the Department to implement the most stringent of any conflicting
requirements within the Contract Project Documents. Any failure by Design -Builder to seek
such clarifications shall in no way limit the Department's ability to require implementation,
including replacement of installed Work at a later date at Design -Builder's sole expense, to
achieve compliance with the more stringent requirements. Wi thout limiting the generality of
the foregoing, the Design-Builder hereby agrees as follows:
2.2.1 The failure of the Department to insist in any one or more instances upon a strict
compliance with any provision of this 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 this
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.
2.2.2 If there is any inconsistency in the Drawings or any conflict between the
Drawings and Specifications, Design-Builder shall provide the better quality or
greater quantity of Work or materials, as applicable, unless the Department
directs otherwise in writing.
2.2.3 Design-Builder 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.
2.2.4 Detail drawings shall take precedence over scale drawings, and figured
dimensions on the Drawings shall govern the setting out of the Work.
2.2.5 Unless the Specifications expressly state otherwise, references to documents
and standards of professional organizations shall mean the latest editions

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published prior to the Effective Date.
2.2.6 Technical words, abbreviations and acronyms in the Contract Project
Documents shall be used and interpreted in accordance with customary usage
in the construction industry.
2.2.7 Whenever consent, permission or approval is required from any party pursuant
to the provisions of the Contract Project Documents, such consent, permission
or approval shall, unless expressly provided otherwise in this Agreement, be
given or obtained, as applicable, in writing.

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ARTICLE 3
[INTENTIONALLY OMITTED]

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ARTICLE 4
OTHER PROVISIONS
Section 4.1 Design-Builder’s Responsibilities. The Design-Builder also expressly
acknowledges that this Project and the Work will proceed on a "fast -track" method of
construction, i.e., construction will commence without final Drawings and Specifications in
place. More specifically, while Drawings and Specifications are complete for certain portions
of Work, the design process will continue for other portions during construction based on the
Guaranteed Maximum Price premises and assumptions. The Design-Builder has been, and will
continue to be, an active participant in the design process. Given such participation, the Design-
Builder represents that it is fami liar with the scope and quality of those aspects of the Project
that have not yet been fully designed, and has taken such scope and quality matters into
consideration in preparing each component of the Guaranteed Maximum Price. The Design -
Builder agrees to work with the Department in managing the construction and design work to
complete the design process. The Design -Builder shall manage the Project, including
coordinating redesign or value engineering necessary or advisable for certain aspects of the
Project at any stage of the design process in order to bring the cost of such Work within or
below, but not in excess of, the respective allowances or the budgeted or allocated amounts for
other items contained in the Guaranteed Maximum Price. Once the Drawing s and
Specifications are complete, it is recognized by the Design -Builder and the Department that
the scope of the Guaranteed Maximum Price may include Work not expressly indicated on the
Contract Project Documents , but which is reasonably inferable from t he Contract Project
Documents, and such Work shall be performed without any increase in the Guaranteed
Maximum Price or extension of Contract Time, except if and to the extent otherwise expressly
provided in this Agreement.

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ARTICLE 5
MISCELLANEOUS PROVISIONS
Section 5.1 Prior Agreement Unaffected. Except as expressly agreed to herein, all
of the terms, conditions, representations and warranties set forth in the Agreement shall remain
unaffected and in full force and affect.
Section 5.2 Integrated Agreement. This Amendment and any attachment hereto
set forth the entire agreement and understanding of the parties regarding the transactions
contemplated hereby and supersede all prior oral and written agreements, arrangements and
understandings relating to the s ubject matter hereof. There are no oral or written agreements
or understandings, representations or warranties among the parties other than those set forth
herein.
Section 5.3 Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which shall be
considered one and the same instrument.
Section 5.4 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.
IN WITNESS WHEREOF , each of the parties to this Amendment to Agreement
(DCAM-24-CS-RFP-0009) has caused it to be executed by its duly authorized representative
on the dates set forth below.
DISTRICT OF COLUMBIA GOVERNMENT, by and through its DEPARTMENT
OF GENERAL SERVICES
By:
Name:
Title:
Date:
ATMOS SOLUTIONS, INC.
By:
Name:

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Its:
Date:

Exhibit L - Equal Employment Opportunity Policy

Exhibit M– Living Wage Act 2025

Exhibit N - First Source Employment Agreement

Exhibit O Campaign Finance Reform Act Self-Certification Form

Exhibit P DGS Project Closeout Manual

Exhibit Q - National Building Information Modeling (BIM) Guide

Exhibit R - Quality Control Master Program

Exhibit S - Award Feel Pool

Exhibit T - FF&E and Close-Out
(To be determined at GMP)

Exhibit U - Subcontractor Performance Evaluation Form
(To be determined at GMP)