Proposed Contract with SPD Contracting, Inc., to Contract No. DCAM-23-CS-RFP-0011

MURIEL BOWSER
MAYOR

June 26, 2025

Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004

Dear Chairman Mendelson:

Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1 -
204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code §
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
proposed definitive Contract No. DCAM -23-CS-RFP-0011 with SPD Contracting, Inc., in the
amount of $1,350,000 (including an existing letter contract amount of $233,730).

Under the contract, SPD Contracting, Inc., will provide design-build services for the renovation of
Woody Ward Baseball Field, located at 5100 Southern Avenue, SE, Washington, DC 20019. The
substantial completion date for the project is September 15, 2025.

If you have any questions regarding this contract, please contact Delano Hunter, Director,
Department of General Services (“DGS”), or have your staff contact Eric Njonjo, Acting Chief
Procurement Officer, DGS, at (202) 727-2800.

I look forward to the Council’s favorable consideration of this contract.

Sincerely,

Muriel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

1

Pursuant to Section 202(c-1) of the Procurement Practices Reform Act of 2010, as amended, D.C.
Official Code § 2-352.02(c), the following Contract summary is provided:

COUNCIL CONTRACT SUMMARY
(Letter Contract)

Proposed Contract for Guaranteed Maximum Price (“GMP”) to Design-Build Services
for Woody Ward Baseball Field Renovation

(A) Contract Number: DCAM-23-CS-RFP-0011

Proposed Contractor: SPD Contracting, Inc. (the “Contractor”)

Contractor’s Principals: Rodolfo Gonzalez
President

Letter Contract: $233,730

Total Proposed Contract Amount: $1,350,000
(Final Guaranteed Maximum Price)

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

Term of Contract: December 29, 2023 (date of execution of the Letter
Contract) through November 28, 2025
(Administrative Term Date) with a Substantial
Completion Date of September 15, 2025, and Final
Completion Date of October 20, 2025.

Type of Contract: Cost Plus Fixed Fee with a Guaranteed Maximum
Price (“GMP”)

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

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

Not applicable.

2

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

A letter contract with the Contractor was executed by the Department of General Services (the
“Department” or “DGS”) on December 29, 2023 (the “Letter Contract”).

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

The Letter Contract has been modified five (5) times, extending the duration of the Letter Contract
to August 28, 2025.

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

The total value of the services provided to date under the Letter Contract is $233,730, which
represents the NTE Amount established by the Letter Contract.

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

If approved, the Contract will authorize SPD Contracting, Inc. to provide design-build services for
the design and construction of the Woody Ward Baseball Field Renovation, located on the campus
of the Woody Ward Recreation Center at 5100 Southern Avenue, SE, Washington, DC 20019 (the
“Project”).

The Contractor will be required to program, fully design, modify, construct and renovate the
baseball field and complete exterior improvements at Woody Ward Recreation Center. Without
limiting the generality of the foregoing, the Contractor shall be required to provide all
management, personnel, design services, labor, materials, and equipment necessary to complete
the Project. The Project must achieve substantial completion by September 15, 2025.

The proposed Contract will establish the GMP of $1,350,000 inclusive of the initial NTE amount
of $233,730 under the Letter Contract.

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

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

On April 21, 2023, t he Department posted RFP No. DCAM -23-CS-RFP-0011- Design-Build
Services Woody Ward Baseball Field Renovation to engage a contractor to provide design -build
services for the Project on the Department’s website.

Three (3) Addenda were issued to this RFP.

Addendum No. 1 was issued on May 3, 2023.
- Provided the attendance sheet from the pre-proposal conference.
- Provided the attendance sheet from the site visit.

3

Addendum No. 2 was issued on May 19, 2023.
- Extended the proposal due date to May 31, 2023.

Addendum No. 3 was issued on May 30, 2023.
- Extended the proposal due date to June 5, 2023
- Provided Questions and Answers Spreadsheet.
- Provided Revisions to the RFP.
- Provided Form of Contract (Attachment M of the RFP)

Proposal Submissions:

On the proposals’ due date, June 5, 2023, five (5) firms (collectively, the “ Offerors” and each
individually, an “Offeror”) submitted proposals in a timely manner.

Technical Evaluations Process:

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

Consensus Meeting:

After the Panel members had completed their individual evaluations of the proposals, the Panel
met virtually on August 8, 2023, to develop the consensus technical score for each Offeror.

Contracting Officer’s Independent Evaluation:

The Department’s Contracting Officer (“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
and concluded that the Panel’s technical evaluations of the proposed Offerors were proper and
reasonable.

Certified Business Enterprise Preference Points:

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

The Contractor received 12 preference points or a 12 percent reduction in price.

4

Determination of a Fair and a Reasonable Price:

When the total points for all of the three components (technical, price and CBE preference) were
combined, the Contractor was the highest ranked Offeror. The CO examined the fee and price
proposal submitted by the Contractor and determined that the overall proposed fees and project
price submitted by the Contractor is within the Independent Government Estimate and is fair and
reasonable and accordingly, a mutually satisfactory Contract was successfully concluded with the
Contractor.

Contract Award:
On December 29, 2023, the Department awarded Letter Contract No. DCAM-23-CS-RFP-0011 to
the Contractor as such an award was determined to be most advantageous to the District.

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

The award of the Contract was not protested.

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

Ongoing Projects:

• DCAM-20-CS-RFQ-0001AI/RFTOP-CS-0198 - Design-Build Services for Sherwood
Recreation Center - Exterior Improvements
• DCAM-20-CS-RFQ-0001AI/RFTOP-CS-0174 - Design-Build Services for Kingsman
Park & Field Upgrades
• DCAM-20-CS-RFQ-0001/RFTOP-CS-0207 - Design-Build Services for O Street
Retaining Wall Restoration
• DCAM-24-CS-RFP-0027 - Design-Build Services for MPD 4th District Headquarters
Generator Replacement
• DCAM-24-CS-RFP-0022 - Construction Management At Risk Services For The
Renovation of Randall Recreation Center
• DCAM-24-CS-RFP-0021 - Construction Management At Risk Services for the HVAC and
Building Upgrade Project at the John Wilson Building

Bids submitted:

• DCAM-20-CS-RFQ-0001/RFTOP-CS-0208 - Design-Build Services for Marion S. Barry,
Jr. Building SBOE Office Renovation and Upgrade
• DCAM-20-CS-RFQ-0001/RFTOP-CS-0212 - Design-Build Services for Book Hill Park
and Park Road Triangle Park Improvements
• DCAM-20-CS-RFQ-0001/RFTOP-CS-0216 - Design-Build Services for DPR Basketball
and Tennis Court Improvements - Multiple Locations

5

• DCAM-25-CS-RFP-0009 - Design-Build Services for Park View Recreation Center
Modernization
• DCAM-25-NC-RFP-0020 - General Contractor (“GC”) On-Call General Maintenance and
Repair Services (M&R)

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

The Contractor is a certified Small Business Enterprise (“SBE”), Washington, DC-based firm and
has performed satisfactorily on previous projects with the District. The Contractor provides
complete professional design-build services and possesses the financ ial 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 small business enterprise in accordance with the Act (CBE Number:
LSDZRE20953112025). Notwithstanding the foregoing, the Contractor has certified that it will
subcontract a portion of the Contract amount to SBE/CBE’s that are certified by DSLBD, as
follows, as required by law:

Contract Dollar Value: $1,350,000
Minimum Self-Performance Requirement
(35% of Total Contract Dollar Value): $472,500
Actual Self-Performance
Actual Self-Performance Percentage: 51%
Actual Total Dollar Value of Self Performance: $688,500
Total Amount
Available for Subcontracting $661,500
Minimum SBE Subcontracting Requirement
(35% of Total Available for Sub-Contracting): $231,525
Actual Subcontracting Amount $231,525
Total Sub-Contracting Percentage 35%

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

The Contractor is required to provide the full range of design and construction services required
for the Project necessary to substantially complete the Project no later than September 15, 2025.
The Contractor’s performance will be monitored by DGS staff and DGS’s designated Program
Manager. Additionally, the Contractor must adhere to the terms and conditions of the Standard

6

Contract Provisions for use with District of Columbia Government Architectural/Engineering
Services and Construction contracts.

(M) The amount and date of any expenditure of funds by the District pursuant to the contract
prior to its submission to the Council for approval:

The Letter Contract executed by the Department on December 29, 2023, provides for an initial
NTE Amount of $233,730, which represents the total expenditure of funds authorized to date.

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

The Office of the Chief Financial Officer has certified that the proposed Contract’s amount is
consistent with the Department’s budget and that adequate funds are available in the Department’s
budget in accordance with D.C. Official Code §§ 47-392.01 and 47-392.02. The applicable Fiscal
Sufficiency certification dated June 5, 2025 accompanies this Council Package.

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

The Letter Contract and proposed Contract have been deemed legally sufficient by the
Department’s Office of the General Counsel on June 9, 2025, and the Contractor does not appear
to have any current 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 dated June 7, 2025, 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.

7

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

According to the DSLBD website, the Contractor is a certified Local Business Enterprise. The
Contractor’s CBE Number is LSDZRE20953112025, with an expiration date of November 18,
2025.

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

None.

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

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

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

Not applicable.

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

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

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

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

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

8

Based upon a certification from the Contractor, the Contractor has been determined not to be in
violation of D.C. Official Code § 1-1163.34a; and will not be in violation of D.C. Official Code
§ 1-1163.34a.
1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 7, 2025 L0014301100Notice Number:
FEIN: **-***5348
Case ID: 18634654

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
SPD CONTRACTING INC
2714 GEORGIA AVE NW
WASHINGTON DC 20001-3817

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

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum

To: Delano Hunter
Director, Department of General Services

From: Antoinette Hudson Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. (DCAM-23-CS-RFP-0011) Design-Build Services for
Woody Ward Baseball Field Renovation

Date: June 05, 2025

Subject: Fiscal Sufficiency Certification

In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”),
I hereby certify that the Design-Build Services for Woody Ward Baseball Field Renovation (DCAM-
23-CS-RFP-0011) (the “Contract”) with SPD Contracting, Inc. (the “Contractor”), in the amount of
$1,350,000.00 is consistent with the Department’s current budget and that adequate funds are available
in the budget for the expenditure.

Per the Department’s Contracts & Procurement (“C&P”) team, on December 29, 2023, the Letter
Contract was executed by the Department, with an initial Not -to-Exceed (“NTE”) amount of
$233,730.00. The proposed Guaranteed Maximum Price (“GMP”) in the amount of $1,116,270.00 will
increase the NTE amount to $1,350,000.00 ($233,730.00 + $1,116,270.00). The proposed GMP is a
tipper and will increase the contract value to $1 million or more, therefore, Council approval is required.

While a total amount of $1,350,000.00 is being approved for capital -eligible items only, there is an
ineligible amount of $ 9,225.00 listed in Exhibit K1. See the non- capital column. These items are
ineligible for capital expenditure, per the District Capital Guidelines. The goods/services are needed in
FY26. There should be no purchases, commitments , or expenditures for these items until operating
funds are available, via a purchase order for the same amount of $9,225.00. A reverse capital paygo to
operating reprogramming will be submitted for approval in the fiscal year the ineligible items are
needed.

The Department of General Services ( AM0 – Implementing AGY) has $1,350,000.00 in the
Department of Parks and Recreation (HA0 - Owner) cumulative capital budget allotment balance.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

The PASS information is below/attached:

Project Number/
Name
Subtask AY Fund
Detail
Imp.
AGY
Owner
AGY
RK/PO Amount Comments
100166 -
(AM0.QF4RCC.BEN
NING PARK
RECREATION
CENTER - REHAB)
04.01(BENND.9510
1.BENNING PARK
RECREATION
CENTER -
REHAB.MODERNI
ZATION
PROJECTS)
N/A

3030300 AM0 HA0 PO702099 $233,730.00 Letter Contract
100166 -
(AM0.QF4RCC.BEN
NING PARK
RECREATION
CENTER - REHAB)
04.01(BENND.9510
1.BENNING PARK
RECREATION
CENTER -
REHAB.MODERNI
ZATION
PROJECTS)
N/A 3030300 AM0 HA0 RK302578 $1,107,045.00 Capital Portion of
Proposed GMP
100166 -
(AM0.QF4RCC.BEN
NING PARK
RECREATION
CENTER - REHAB)
04.01(BENND.9510
1.BENNING PARK
RECREATION
CENTER -
REHAB.MODERNI
ZATION
PROJECTS)
N/A 3030300 AM0 HA0 RK305754 $9,225.00 Ineligible Portion of
Proposed GMP(A
reverse capital
paygo to operating
reprogramming will
be submitted for
approval in the
fiscal year the items
are needed)
Total $1,350,000.00

_______________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Service

for AHB

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

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

OFFICE OF THE GENERAL COUNSEL

MEMORANDUM

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

FROM: Kristen Walp
Senior Assistant General Counsel

SUBJECT: Legal Sufficiency Certification

Design-Build Services for Woody Ward Baseball Field Renovation
Contract Number: DCAM-23-CS-RFP-0011
Contractor: SPD Contracting, Inc.

DATE: June 9, 2025
_____________________________________________________________________________

This is to certify that this Office has reviewed the above-referenced contract and has found it to be
legally sufficient, subject to the submission of: (i) any required materials to Council for approval;
(ii) Council’s approval of the same; and (iii) a Fiscal Certification issued by the Department of
General Services’ Agency Fiscal Officer.

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

____________________________
Kristen Walp
Senior Assistant General Counsel

3924 M
innesota Avenue, NE, 5th Floor, Washington DC 20019 | Phone (202) 727-2800 | Fax (202)7277283
GOVERNMENT OF THE DISTRICT OF COLUMBIA
December 18, 2023
B
y Electronic Mail to rodolfo@spdcon-inc.com
R
odolfo Gonzalez
President
SPD Contracting, Inc.
2714 Georgia Ave NW, Suite 203
Washington, DC 20001
R
eference: Request for Proposals No. DCAM-23-CS-RFP-0011 (“RFP”) – Design Build
Services for Woody Ward Baseball Field Renovation
Subj
ect: Notice to Proceed and Letter Contract
D
ear Mr. Gonzalez:
W
e refer to the offer submitted by SPD Contracting, Inc. (the “Design-Builder” or “DB”) in
response to the above referenced RFP. We are pleased to inform you that this Project has been
awarded to SPD Contracting, Inc. and if this letter contract (“Letter Contract”) is signed by the DB
without modification of any kind, it will serve as a notice to proceed for the work described below.
This notice to proceed is subject to the following terms:
1. Letter Contract. This is a Letter Contract between the DB, 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 signed by the Department, this Letter Contract shall automatically
terminate and merge into the Definitized Contract.
2. Scope of Work. The DB is authorized to provide all professional services, materials, tools,
supplies and equipment necessary to advance the design and obtain the necessary permits for the
Project.
D
EPARTMENT OF
G
ENERAL
S
ERVICES

3924 Minnesota Avenue, NE, 5th Floor, Washington DC 20019 | Phone (202) 727-2800 | Fax (202)7277283

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the
DB 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.

In the event that the DB fails to timely submit any such deliverable, the DB shall pay to the
Department as a disincentive fee of $2,500 plus $250 per day after receiving written notice from
either the COTR or 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 $233,730.00. In no event shall
the DB be entitled to receive more than this amount under this Letter Contract. This not-to-exceed
amount includes all costs incurred by the DB in connection with the work authorized hereby. In
no event shall the DB be entitled to receive more than the Not-To-Exceed Amount under this Letter
Contract unless authorized in advance and in writing by a duly authorized Contracting Officer.

5. Insurance. At all times while working under this Letter Contract, the DB 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 DB, 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 June 28,
2024. DGS reserves the right to terminate this Letter Contract, in whole or specified p art, for
convenience in the manner described in the District of Columbia Department of General Services
Standard Contract Provisions General Provisions for Architectural and Engineering Services
Contracts dated October 2018, attached as Exhibit D.

7. ProjectTeam. The DB shall utilize the Department’s ProjectTeam system to submit any
and all documentation required to be provided by the DB for the Project, including, but not limited
to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for
payment (full package including all forms required by DGS); (v) certified payrolls (in addition to
upload via LCP Tracker); (vi) drawings and specifications; (vii) punchlist; and (viii) other
documents as may be designated by the Department. The DB also shall require all subcontractors
and subconsultants to utilize prolog for the Project.

8. Purchase Order Number. This Letter Contract will become effective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division
will issue a purchase order number within five (5) business days. The purchase order will be sent
in a separate cover. That number should be included in all future invoices and accounting records.
3924 Mi
nnesota Avenue, NE, 5th Floor, Washington DC 20019 | Phone (202) 727-2800 | Fax (202)7277283
In the event that you do not obtain a purchase order number please contact Shafi Anwary via
shafi.anwary@dc.gov directly to obtain this number.
9. Ownership and Use of Documents. All documents and work product prepared by the DB
shall become the property of the Department upon the payment of invoices submitted under the
Letter Contract.
10. Entire Agreement; Modification . This Letter Contract, along with the Standard Contract
Provisions (Exhibit D – Architectural and Engineering Services and Exhibit E – Construction
Contracts) 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 10, nothing herein shall limit the Department’s ability to unilaterally
modify this Letter Contract.
11. Order of Precedence. The following documents are incorporated into this NTP Letter of
Contract in the following order of precedence:
1. RFP
No. DCAM-23-CS-RFP-0011 (by reference)
a. Exhibit A SOW
2. The Contractor's proposal (Exhibit B)
3.Davis Bacon Act Wage Determination (Exhibit C)
4. The District of Columbia Department of General Services Standard Contract
Provisions for A&E (Exhibit D)
5. The District of Columbia Department of General Services Standard Contract
Provisions for Construction Contracts (Exhibit E)
6. Service Contract Act (Exhibit F)
7. SBE Subcontracting Plan (Exhibit G )
8. First Source Agreement (Exhibit H)
IS
SUED BY: SIGNED BY:
DEPARTMENT OF GENERAL SERVICES
By: By:
Name: Obaidullah Ranjbar Name:
Title: Contracting Officer Title:
Date: Date:
Piero Alvarado-Moral
Vice President
12/18/2023

Page 10 of 11 First Source Employment Agreement, Revised February 15, 2 018
,; MONITORING
$ DOES is the District agency authorized to monitor and enforce the requirements of the
Workforce Intermediary Establishment and Reform of the First Source Amendment Act 
of 2011 (D.C. Official Code §§ 2 219.01 – 2.219.05), and relevant provisions of the
Apprenticeship Requirements Amendment Act of 2004 (D.C. Official Code § 2-219.03
and § 32-1431). As a part of monitoring and enforcement, DOES may require and
EMPLOYER shall grant access to Project sites, employees, and documents.
% EMPLOYER’S noncompliance with the provisions of this Agreement may result in the
imposition of penalties.
& All EMPLOYER information reviewed or gathered, including social security numbers, as a
result of DOES’ monitoring and enforcement activities will be held confidential in 
accordance with all District and federal confidentiality and privacy laws and used only for the
purposes that it was reviewed or gathered.
' DOES shall monitor all Projects as authorized by law. DOES will:
 Review all contract controls to determine if the Beneficiary or EMPLOYER,
including any Contractors or Subcontractors, are subject to the Workforce
Intermediary Establishment and Reform of the First Source Amendment Act of 2011.
 Notify stakeholders and company officials and establish meetings to provide
technical assistance involving the First Source Process.
 Make regular construction site visits to determine if the Prime or Subcontractors’
workforce is in concurrence with the submitted Agreement and Monthly Compliance
Reports.
 Inspect and copy certified payroll, personnel records and any other records or
information necessary to ensure the required workforce utilization is in compliance
with the First Source Law.
 Conduct desk reviews of Monthly Compliance Reports .
 Educate EMPLOYERS about additional services offered by DOES, such as On-the-
Job training programs and tax incentives for EMPLOYERS who hire from certain
categories.
 Monitor and complete statistical reports that identify the overall project, contractor,
and subcontractors’ hiring or hours worked percentages.
 Provide formal notification of non-compliance with the required hiring or hours
worked percentages, or any alleged breach of the First Source Law to all contracting
agencies, and stakeholders. 


 

 



 
 
























; PENALTIES
$ Willful Breach of the Agreement by the EMPLOYER, failure to submit the contract 
compliance reports, deliberate submission of falsified data may result in DOES imposing a
fine of 5% of the total amount of the direct and indirect labor costs of the Project, in addition 
to other penalties provided by law. Failure to meet the required hiring requirements or failure 
to receive good faith waiver may result in the 'HSDUWPHQWRI(PSOR\PHQW6HUYLFHV
Page 11 of 11 First Source Employment Agreement, Revised February 15, 2 018
LPSRVLQJDSHQDOW\HTXDOto 1/8 of 1% of the total amount of the direct and indirect labor
costs of the Project for each percentage by which the beneficiary fails to meet the hiring
requirements.
B.EMPLOYERS who have been found in violation 2 times or more over a 10 year period may
be debarred and/or deemed ineligible for consideration for Projects for a period of 5 years.
C.Within 90 days of a Determination of a Penalty, the Beneficiary or Employer may appeal the
violations or fines by filing a complaint with the Contract Appeals Board in accordance with
D.C. Code §2-360.03 and §2-360.04.
I hereby certify that I have the authority to bind the EMPLOYER to this Agreement from the start of work
on the Project, throughout the duration of the Project, and agree to all terms and conditions herein.
By:
_____________________________________
EMPLOYER Senior Official (Print)
Date
______________________________________
EMPLOYER Senior Official (Signature)
______________________________________
Name of Company
______________________________________
______________________________________
Address
______________________________________
Telephone
______________________________________
Email
______________________________________ ____________ ___________________
Signature Department of Employment Services Date
____________ ___________________
Date
Piero Moral
SPD Contracting, Inc.
2714 Georgia Ave, NW, Suite #203
Washington, DC, 20001
(202) 316-1046
pmoral@spdcon-inc.com
06/02/2023

;
$FFRXQWLQJDQG$SSURSULDWLRQ'DWD
,I5HTXLUHG


'HVFULSWLRQRIDPHQGPHQWPRGLILFDWLRQ
2UJDQL]HGE\8&)6HFWLRQKHDGLQJVLQFOXGLQJVROLFLWDWLRQFRQWUDFWVXEMHFWPDWWHUZKHUHIHDVLEOH

FRS\WRWKHLVVXLQJRIILFH(,03257$17
&RQWUDFWRU LVQRW LVUHTXLUHGWRVLJQWKLVGRFXPHQWDQGUHWXUQ
7+,6,7(0$33/,(621/<7202',),&$7,2162)&2175$&7625'(56
,702',),(67+(&2175$&725'(512$6'(6&5,%(',1,7(0
; '2WKHU
6SHFLI\W\SHRIPRGLILFDWLRQDQGDXWKRULW\
7LWOH'&056HFWLRQDQG&RQWUDFW1R'&$0&65)3
%7KHDERYHQXPEHUHGFRQWUDFWRUGHULVPRGLILHGWRUHIOHFWWKHDGPLQLVWUDWLYHFKDQJHV
VXFKDVFKDQJHVLQSD\LQJRIILFHDSSURSULDWLRQ
GDWHHWF
VHWIRUWKLQLWHP
&'DWH6LJQHG
$1DPHDQG7LWOHRI6LJQHU
7\SHRUSULQW

$7KLVFKDQJHRUGHULVLVVXHGSXUVXDQWWR

6SHFLI\$XWKRULW\

7KHFKDQJHVVHWIRUWKLQ,WHPDUHPDGHLQWKHFRQWUDFWRUGHUQRLQLWHP$
$1DPHRI&RQWUDFWLQJ2IILFHU
3LHUR0RUDO 2EDLGXOODK5DQMEDU
&7KLVVXSSOHPHQWDODJUHHPHQWLVHQWHUHGLQWRSXUVXDQWWRDXWKRULW\RI

&RQWUDFW1R'&$0&65)3'HVLJQ%XLOG6HUYLFHVIRU:RRG\:DUG%DVHEDOO)LHOG5HQRYDWLRQLVKHUHE\PRGLILHGDVIROORZV

7HUPV &RQGLWLRQV
$OORWKHU7HUPVDQG&RQGLWLRQVUHPDLQXQFKDQJHG
'XUDWLRQRIWKH/HWWHU&RQWUDFW
'XUDWLRQRIWKH/HWWHU&RQWUDFWLVKHUHE\H[WHQGHGIURP-XQHWR2FWREHU7KLV/HWWHU
&RQWUDFWZLOOWHUPLQDWHRQWKHHDUOLHUWRRFFXURIWKHIROORZLQJ

L
WKHGDWHWKH'HILQLWL]HG&RQWUDFWEHFRPHVHIIHFWLYH
RU
LL
2FWREHU

5HOHDVH,WLVPXWXDOO\DJUHHGWKDWLQH[FKDQJHIRUWKLV&KDQJH2UGHUDQGRWKHUFRQVLGHUDWLRQWKH&RQWUDFWRUKHUHE\UHOHDVHVZDLYHVVHWWOHV
DQGKROGVWKH'HSDUWPHQWKDUPOHVVIURPDQ\DQGDOODFWXDORUSRWHQWLDOFODLPVRUGHPDQGVIRUGHOD\VGLVUXSWLRQVDGGLWLRQDOZRUNDGGLWLRQDO
WLPHDGGLWLRQDOFRVWFRQWUDFWH[WHQVLRQVFRPSHQVDWLRQVRUOLDELOLW\XQGHUDQ\WKHRU\ZKHWKHUNQRZQRUXQNQRZQWKDWWKH&RQWUDFWRUPD\
KDYHQRZRULQWKHIXWXUHDJDLQVWWKH'HSDUWPHQWDULVLQJIURPRURXWRIDVFRQVHTXHQFHVRUUHVXOWRIUHODWLQJWRRULQDQ\PDQQHUFRQQHFWHG
ZLWKWKLV&KDQJH2UGHUWKHDERYHUHIHUHQFHG3URMHFWDQGWKH&RQWUDFWZRUN

6LJQDWXUHRISHUVRQDXWKRUL]HGWRVLJQ

6LJQDWXUHRI&RQWUDFWLQJ2IILFHU

7+,6,7(021/<$33/,(672$0(1'0(1762)62/,&,7$7,216
7KHDERYHQXPEHUHGVROLFLWDWLRQLVDPHQGHGDVVHWIRUWKLQ,WHP7KHKRXUDQGGDWHVSHFLILHGIRUUHFHLSWRI2IIHUV LVH[WHQGHG LVQRWH[WHQGHG
2IIHUVPXVWDFNQRZOHGJHUHFHLSWRIWKLVDPHQGPHQWSULRUWRWKHKRXUDQGGDWHVSHFLILHGLQWKHVROLFLWDWLRQRUDVDPHQGHGE\RQHRIWKH
DQRIIHUDOUHDG\VXEPLWWHGVXFKFKDQJHPD\EHPDGHE\OHWWHURUID[SURYLGHGHDFKOHWWHURUWHOHJUDPPDNHVUHIHUHQFHWRWKH
DPHQGPHQWQXPEHU)$,/85(2)<285$&.12:/('*(0(1772%(5(&(,9('$77+(3/$&('(6,*1$7(')257+(5(&(,372)2))(56
35,25727+(+285$1''$7(63(&,),('0$<5(68/7,15(-(&7,212)<2852))(5,IE\YLUWXHRIWKLVDPHQGPHQW\RXGHVLUHWRFKDQJH
IROORZLQJPHWKRGV

D
%\FRPSOHWLQJ,WHPVDQGDQGUHWXUQLQJ  FRSLHVRIWKHDPHQGPHQW

E
%\DFNQRZOHGJLQJUHFHLSWRIWKLV
DPHQGPHQWRQHDFKFRS\RIWKHRIIHUVXEPLWWHG
RU
F
%\VHSDUDWHOHWWHURUID[ZKLFKLQFOXGHVDUHIHUHQFHWRWKHVROLFLWDWLRQDQG
VROLFLWDWLRQDQGWKLVDPHQGPHQWDQGLVUHFHLYHGSULRUWRWKHRSHQLQJKRXUDQGGDWHVSHFLILHG
63'&RQWUDFWLQJ,QF &'DWH6LJQHG %'LVWULFWRI&ROXPELD
'&$0&65)3

%'DWHG
6HH,WHP

;
$0RGLILFDWLRQRI&RQWUDFW2UGHU1R
1DPHDQG$GGUHVVRI&RQWUDFWRU
1R6WUHHWFLW\FRXQWU\VWDWHDQG=,3&RGH

$$PHQGPHQWRI6ROLFLWDWLRQ1R
63'&RQWUDFWLQJ,QF
*HRUJLD$YH1:6XLWH
:DVKLQJWRQ'&
3LHUR0RUDO
%'DWHG
6HH,WHP

'HFHPEHU

SPRUDO#VSGFRQLQFFRP
&RQWUDFWLQJDQG3URFXUHPHQW'LYLVLRQ &DSLWDO&RQVWUXFWLRQ'LYLVLRQ

0LQQHVRWD$YH1(WK)ORRU 
0LQQHVRWD$YH1(WK)ORRU
:DVKLQJWRQ'&
:DVKLQJWRQ'&

&RQWUDFW1XPEHU
02',),&$7,212)&2175$&7
3DJHRI3DJHV
'&$0&65)3

$GPLQLVWHUHG%\
,IRWKHUWKDQOLQH

'HSDUWPHQWRI*HQHUDO6HUYLFHV 'HSDUWPHQWRI*HQHUDO6HUYL FHV
,VVXHG%\

(IIHFWLYH'DWH 5HTXLVLWLRQ3XUFKDVH5HTXHVW1R &DSWLRQ
0RGLILFDWLRQ1R 6HH%ORFN& 1$
'HVLJQ%XLOG
6HUYLFHVIRU:RRG\:DUG%DVHEDOO)LHOG
5HQRYDWLRQ
0RGLILFDWLRQ1XPEHU
6/28/24Piero Alvarado-Moral
Digitally signed by Piero Alvarado-
Moral
Date: 2024.06.28 12:25:14 -04'00'
6/28/2024
;ŽŶƚŝŶƵĂƚŝŽŶͿ
3DJHRI3DJHV
&RQWUDFW5HFDS

/HWWHU&RQWUDFW 
0RGLILFDWLRQ1R 
1RWWR([FHHG$PRXQW 
0RGLILFDWLRQ1R
RI
([HFXWHGRQ

$GPLQLVWUDWLYH
0RGLILFDWLRQ1R'&$0&65)3
&RQWUDFW1R
10/11/2024

Teontinoaton)

ContractNo ModificationNo PageofPages
DCAM-23-CS-RFP-0011 MosifieationNo,2 20f2
4.ContractRecap:
LetterContract Executedon12/29/2023 $233,730.00
ModificationNo.1 ‘Administrative 0,00
ModificationNo,2 Administrative 30,00
Not-to-ExeeedAmount 3233,730.00

X
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019 Washington, DC 20019
1. Contract Number
MODIFICATION OF CONTRACT
Page of Pages
DCAM-23-CS-RFP-0011
12
7. Administered By (If other than line 6)
Department of General Services Department of General Services
6. Issued By:
3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 3 See Block 16C PR-014346
Design Build
Services for Woody Ward Baseball Field
Renovation
2. Modification Number
DCAM-23-CS-RFP-0011
9B. Dated (See Item 11)
X
10A. Modification of Contract/Order No.
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
SPD Contracting, Inc.
2714 Georgia Avenue, NW Suite #203
Washington, DC 20001
Attn: Piero Moral
10B. Dated (See Item 13)
December 29, 2023
Email: pmoral@spdcon-inc.com
(Signature of person authorized to sign) (Signature of Contracting Officer)
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
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
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
solicitation and this amendment, and is received prior to the opening hour and date specified.
SPD Contracting, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
15A. Name and Title of Signer (Type or print)
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.
16A. Name of Contracting Officer
Piero Moral Suzi Tabot
C. This supplemental agreement is entered into pursuant to authority of:
Contract No. DCAM-23-CS-RFP-0011 Design Build Services for Woody Ward Baseball Field Renovation is hereby modified as follows:
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
1. Duration of the Letter Contract: The Letter Contract duration is hereby extended from December 31, 2024, to February 28, 2025. This
Letter Contract will terminate on the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) February
28, 2025.
2. Release. It is mutually agreed that in exchange for this Change Order 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 consequence or result of, relating to or in any manner connected with this
Change Order, the above-referenced Project, and the Contract work.
12. Accounting and Appropriation Data (If Required)
1
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
copy to the issuing office.E. IMPORTANT: Contractor is not, is required to sign this document and return
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0011
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
12/23/24Piero Alvarado-
Moral
Digitally signed by Piero
Alvarado-Moral
Date: 2024.12.23 14:26:58 -05'00'
12/23/2024
(Continuation)
Page of Pages
4. Contract Recap:
Letter Contract $233,730.00
Modification No. 1 $0.00
$0.00
$0.00
Not-to-Exceed Amount $233,730.00
Modification No
2 of 2
Executed on 12/29/2023
No Cost - Time Extension
Modification No. 3DCAM-23-CS-RFP-0011
Contract No
Modification No. 2
Modification No. 3
No Cost - Time Extension
No Cost - Time Extension
2/27/2025

[Contraaton)
ContractNo ModificationNo PageofPages
DCAM-23.

RFP.O011
ModificationNo.4 20f2

4.ContractRecap:
LetterContract
ModificationNo.t
ModificationNo.2
“MoaifiationNo.3
ModificationNo.4
Not-to-ExeeedAmount
Executedon12/29/2023
[NoCost-"TimeExtension
NoCost-TimeExtension
Noes TimeExtension
NoCost-TimeExtension
233.7300
0.00
$000
$0.00
s000
aw

X
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019 Washington, DC 20019
1. Contract Number
MODIFICATION OF CONTRACT
Page of Pages
DCAM-23-CS-RFP-0011
1 2
7. Administered By (If other than line 6)
Department of General Services Department of General Services
6. Issued By:
3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 5 See Block 16C N/A
Design Build
Services for Woody Ward Baseball Field
Renovation
2. Modification Number
DCAM-23-CS-RFP-0011
9B. Dated (See Item 11)
X
10A. Modification of Contract/Order No.
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
SPD Contracting, Inc.
2714 Georgia Avenue, NW Suite #203
Washington, DC 20001
Attn: Piero Moral
10B. Dated (See Item 13)
December 29, 2023
Email: pmoral@spdcon-inc.com
(Signature of person authorized to sign)
6/6/2025
(Signature of Contract Specialist)
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
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
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
solicitation and this amendment, and is received prior to the opening hour and date specified.
SPD Contracting, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
15A. Name and Title of Signer (Type or print)
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.
16A. Name of Contract Specialist
Piero Moral Farzana Balooch
C. This supplemental agreement is entered into pursuant to authority of:
Contract No. DCAM-23-CS-RFP-0011 Design Build Services for Woody Ward Baseball Field Renovation is hereby modified as follows:
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
1. Duration of the Letter Contract: The Duration of the Letter Contract is hereby extended from June 30, 2025 to August 28, 2025. This
Letter Contract will terminate on August 28, 2025, or shall automatically be incorporated into and shall merge into and be superseded by the
Definitized Contract once Definitized Contract becomes effective.
2. Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives,
settles and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work,
additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or unknown, that the
Contractor may have now or in the future against the Department arising from or out of, as a consequence or result of, relating to or in any
manner connected with this Change Order, the above-referenced Project, and the Contract work.
12. Accounting and Appropriation Data (If Required)
1
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
copy to the issuing office.E. IMPORTANT: Contractor is not, is required to sign this document and return
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0011
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
6.6.2025
(Continuation)
Page of Pages
4. Contract Recap:
Letter Contract $233,730.00
Modification No. 1 $0.00
$0.00
$0.00
$0.00
$0.00
Not-to-Exceed Amount $233,730.00
Modification No
2 of 2
Executed on 12/29/2023
No Cost - Time Extension
Modification No. 5DCAM-23-CS-RFP-0011
Contract No
Modification No. 2
Modification No. 3
Modification No. 4
No Cost - Time Extension
No Cost - Time Extension
No Cost - Time Extension
Modification No. 5 No Cost - Time Extension

DESIGN-BUILD AGREEMENT FOR WOODY WARD
BASEBALL FIELD RENOVATION

BY AND BETWEEN

THE DEPARTMENT OF GENERAL SERVICES

AND

SPD CONTRACTING, INC.

CONTRACT NUMBER: DCAM-23-CS-RFP-0011
Page 2 of 97

PROJECT INFORMATION

A. PROJECT SUMMARY

1. Project Name: Design Build Services for Woody
Ward Baseball Field Renovation
2. Project Address: 5100 Southern Avenue SE
Washington, DC 20019
3. Agreement Type: Design-Build with Guaranteed
Maximum Price (“GMP”)
4. Client Agency: Department of Parks and Recreation
(“DPR”)
5. Design-Builder: SPD Contracting, Inc.
6. Agreement Amounts:
i. Guaranteed Maximum Price $1,350,000.00 GMP (Inclusive of the
Letter Contract Not-to-Exceed (“NTE”)
amount of $233,730.00)
While a total amount of $1,350,000.00 is
being approved for capital-eligible items
only, there is an ineligible amount of
$9,225.00 listed in Exhibit K1. See the
non-capital column. These items are
ineligible for capital expenditure, per the
District Capital Guidelines. The
goods/services are needed in FY26. There
should be no purchases, commitments, or
expenditures for these items until
operating funds are available, via a
purchase order for the same amount of
$9,225.00. A reverse capital paygo to
operating reprogramming will be
submitted for approval in the fiscal year
the ineligible items are needed.
7. Design-Builder Compensation:
i. Design Fee: $140,930.00
Page 3 of 97

ii. Design-Build Fee: $26,000.00
iii. Base Design-Build Fee (70% of
Design-Build Fee):
$18,200.00
iv. At-Risk Portion (30% of Design-
Build Fee):
$7,800.00
v. Preconstruction fee (15% of the Base
Design-Build Fee):
$2,730.000
vi. Lump Sum General Conditions Cost: $66,800.00
vii. Contingency: Contractor’s Contingencies and
Allowances:
$59,757.18 viii. Allowances:
8. Liquidated Damages (Delay in
Substantial Completion):
$2,500.00 plus $250.00/day
9. Disincentive Fee for Failure to Timely
Submit Deliverables
$2,500.00 plus $250.00/day
10 Key Personnel Replacement Fee: $25,000.00
11. Substantial Completion Date: September 15, 2025
12. Final Completion Date: October 20, 2025
13. Administrative Term Expiration
Date: November 28, 2025
14. Letter Contract:
i. Period of Performance December 29, 2023, through Execution of
the Contract
ii. NTE Amount: $233,730.00
Page 4 of 97

16. GMP Basis Documents Design
Progression
Permit Set of Construction
Documents
Page 5 of 97

DESIGN-BUILD AGREEMENT
DESIGN-BUILD SERVICES FOR
WOODY WARD BASEBALL FIELD RENOVATION
DCAM-23-CS-RFP-0011
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 SPD
CONTRACTING, INC., duly organized under the laws of District of Columbia (the “District”),
and with a place of business at 2714 Georgia Ave NW, Suite 203, Washington, DC 20001 (the
“Design-Builder” or “Contractor”, and collectively with the Department, the “Parties”).

RECITALS

WHEREAS, the Department issued a Request for Proposals dated April 21, 2023 (the
“RFP”) to engage a Design-Builder for Woody Ward Baseball Field Renovation at 5100 Southern
Avenue SE Washington, DC 20019 (the “Project”);

WHEREAS, the Department expects that the Project be completed no later than September
15, 2025 (“Substantial Completion Date”);

WHEREAS, the Design-Builder submitted a proposal entitled “Proposal for Design-Build
Services for the Woody Ward Baseball Field Renovation, DCAM -23-CS-RFP-0011”, dated June
4, 2023, to provide Design-Build services for the Project;

WHEREAS, the Department has retained the Design -Builder to provide Design -Build
services for the Project; and, the Project is to include utility investigation, design, pre-construction
services, demolition services, and construction services;

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 for the Project, including all design
fees, hard construction costs, FF&E, and fees and general conditions of the Design -Builder (such
budget, the “Project Budget”); and

WHEREAS, the Department and the Design-Builder entered into a letter contract dated December 29,
2023, (the “Letter Contract”) pursuant to which the Design-Builder was authorized to proceed with certain design and
preconstruction services in furtherance of the Project.

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

Page 6 of 97

Article 1 DEFINITIONS

Section 1.1. Administrative Term.
The Agreement shall have an administrative term (the “Administrative Term”) that runs
from the effective date of the Notice to Proceed (“NTP”) to the Administrative Term Expiration
Date set forth in the Project Information Section above. In addition, withi n 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 (“Contracting Officer” or “CO”), 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 (“CFO”) to process payments in the event any payments become due.
Notwithstanding the foregoing, nothing herein shall be construed to: extend the Substantial
Completion Date; extend the Final Completion Date; or, limit the Department’s ability to assess
liquidated damages thereon.

Section 1.2. Agreement.
The term “Agreement” 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, 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.

Section 1.6. Cost of General Conditions.
The Cost of General Conditions shall have the meaning set forth in 8.2 of this Agreement.

Section 1.7. Contract Documents.
The term “Contract Document” refers one or more component of the documents that
comprise the Agreement between the Department and the Design -Builder, including any
modifications or changes thereof, the Drawings and Specifications, any addenda issued theret o,
and the RFP and its addenda.

Section 1.8. Design & Preconstruction Phase Services.
Page 7 of 97

The services to be provided under Article 3 constituting 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 Documents, wherever
located and wherever issued, showing the design, locations and dimensions of the Work, generally
including plans, elevations, sections, details, schedules and diagrams.

Section 1.10. Final Completion.
The point at which Substantial Completion has been achieved, all punchlist items noted at
Substantial Completion have been completed and all 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 punchlist 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 the Design-Builder to Fully Complete the Project as set forth in Article
5. The GMP may be modified only by Change Order, Contract Modification or Change Directive
in accordance with the Agreement.

Section 1.14. Hazardous Material.
Any toxic substance or hazardous chemical defined or regulated pursuant to federal, state or
local laws relating to pollution, treatment, storage or disposal of waste, or protection of human
health or the environment. Such laws include, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act, the Clean Water Act, the Clean Air Act and laws relating to emission, spills, leaks,
discharges, releases or threatened releases of toxic material. The term Hazardous Materials shall
also include petroleum and petroleum bi-products.

Section 1.15. Notice to Proceed.
A written notice to proceed, signed by the Department, 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.
Page 8 of 97

The schedule for the Project agreed to by the Department and the Design -Builder. Such
schedule (“Project Schedule”) shall include a baseline schedule (“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. The Project Schedule shall be in a form and contain such detail as may be agreed
upon by the Parties. The Project Schedule is attached as Exhibit B.

Section 1.17. Self-Performed Work.
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 entity 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 performed 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.

Section 1.19. Specifications.
The Specifications are that portion of the Contract Documents consisting of the written
requirements for materials, equipment, construction systems, standards and workmanship for the
Work, and performance of related services.

Section 1.20. Standard Contract Provisions.
The District of Columbia Department of General Services Standard Contract Provisions, General
Provisions (Construction Contract), as amended, are attached hereto as Exhibit J1 and
incorporated herein. The District of Columbia Department of General Services Standard Contract
Provisions, General Provisions (Architectural & Engineering Services Contract), as amended, are
attached hereto as Exhibit J2 and incorporated herein.

Section 1.21. Subcontractor.
Any person, natural or legal, to whom the Design -Builder delegates performance of any
portion of the Work required by the Agreement. The term “Subcontractor,” used without a
qualifier, shall mean a subcontractor in direct privity with the Design -Builder. “Subcontractors at
all tiers” shall mean not only those Subcontractors in direct privity with the Design -Builder, but
also those performing Work pursuant to sub-subcontracts, subcontracts, and so on.

“Subcontractors” shall include both those who are retained to perform labor only and those who
are retained both to perform labor and to supply material or equipment. “Subcontractors” shall also
include design professionals who are not the Design-Builder’s employees and to 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
Page 9 of 97

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) draft copies of all operating and maintenance manuals, training
videotapes and warranties required by the Agreement have been delivered to the Department and
the Client Agency; (4) final warranties have been submitted for material and labor for any installed,
replaced, or repaired synthetic surfaces at recreation spaces including, but not limited to, the
following material types: Pour -in-Place (“PIP”), artificial grass or turf, rubb er mulch, and
engineered wood fiber; (5) any supplemental training session required by the Agreement for
operating or maintenance personnel have been scheduled; ( 6) all clean -up required by the
Agreement has been completed; (7) the Project is ready for the Department and Client Agency to
use it for its intended purpose; (8) 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; and (9) certificates of compliance
with impact standards (IPEMA) for synthetic surfaces at recreation spaces have been submitted to
the Department . “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.

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 performance of the Services necessary,
at any and all phases of the Agreement, to Fully Complete the Project.

Section 1.25. Protection of Existing Elements.
The Design-Builder shall protect all existing features, public utilities, and other existing
structures during construction. The Design-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 line of existing trees and shrubs.

Section 1.26. 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.
Page 10 of 97
Article 2 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 December 29, 2023. 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 shall automatically be incorporated into and shall merge into and be
superseded by this Agreement. For avoidance of doubt, any services provided or work performed
pursuant to the merged Letter Contract, and prior to the date that this Agreement is effective, shall
be governed by the terms and condition 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).

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 endeavor 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 refer 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 corporat ion, unless disclosure is required pursuant
to 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 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
Page 11 of 97
incidents and exercise control over decisions regarding external reporting. The Design -Builder,
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 for Woody Ward Baseball Field
Renovation, located at 5100 Southern Avenue SE Washington, DC 20019 (the “Project”). The Project
shall be complete, operating and ready for use on or before the Substantial Completion Date and within
the Project’s budget as specified in the RFP Documents.

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.
b) To provide all design services and construction management services necessary to implement
the goals of the Project including, but not limited to, the following: civil, architectural, electrical,
structural, and mechanical design services as required for the Project; construction management
services inclusive of budgeting, value engineering (“Value Engineering”), scheduling, Project
administration, management, and coordination of subcontractors.
c) To conduct subsurface investigation work if and as required for the Project.
d) To furnish and provide all materials, management, personnel, equipment, hazardous material
abatement, supervision, labor, and other services necessary to complete the Project.
e) To provide the necessary design consultants, and documentation for all permitting, zoning,
historic preservation, and US Commission of Fine Arts approvals; and
f) To provide move coordination and logistics support for the Project if required to achieve the
Project scope.

During the Construction Phase, the Design-Builder shall construct the Project. The Design- Builder shall
be required to cause the Work to be completed in a manner consistent with the design documents and
phasing plan approved by the Department and shall provide all labor, materials, insurance, bonds,
and equipment necessary to fully complete the Project in accordance with the drawings, specifications,
Project Schedule, and Project Budget that are issued and approved for the Project by the Government.
The Design-Builder shall be respon sible for paying and obtaining all necessary permits and to pay all
necessary fees for utility connections and the like. If applicable, installation of any synthetic surface
must comply with regulations set forth in D.C. Code § 10-171.03.

Section 2.6. Program Manager.
The Department has engaged a Program Manager to provide certain program management
functions. Such a 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 CO shall have the authority to issue a Contract
Modification, Change Order or Change Directive issued by the Department’s CO or CO. As
of the date that this Agreement is signed, the Department’s duly authorizing COs are set
forth in Exhibit I.

Section 2.7. General Description of Design-Builder’s Duties and Responsibilities.

The Design-Builder shall perform the Services in a professional workmanlike manner. The
Page 12 of 97
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 items 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 fairly implied as required thereby or necessary to properly
complete the Work, shall be deemed within the Scope of the Work and shall be provided by Design-
Builder at Design-Builder’s sole expense.

The Design-Builder will be required to work with the Department and Project stakeholders
through a collaborative design process to develop a Concept Design for the Project in accordance with
the available budget. The Design -Builder will be required to engage in extensive 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 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 a “turn-
key” Project ready for its intended use and shall be responsible for all items of cost except for those
items set forth in Section 9.7 of this Agreement.

Section 2.8. Warranties and Representations

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.

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 q ualifications, 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.

2.8.3. The terms and conditions of this Section 2.8 shall apply during both the
Design & Preconstruction and Construction Phases.

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 including modular building supplier/manufacturer/installer, Sub-
Subcontractors, material suppliers, and laborers, and the agents and employees of the Subcontractors,
Sub-Subcontractors, material suppliers, and laborers performing or supplying Work in connection with
the Project.

Page 13 of 97
Article 3 DESIGN-BUILDER’S DESIGN & PRECONSTRUCTION SERVICES

Section 3.1. Preconstruction Services.
During the Design & Preconstruction Phase, the Design-Builder shall provide such design and
preconstruction services as are necessary to properly advance the Project. 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
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‘s Program Manager and the Architect. The
Department acknowledges that the Contractor has provided all design deliverables. A list of design
deliverables is set forth in Exhibit C.

Section 3.1.1 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 prepared 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 subcontractors; 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.

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 Preconstruction NTP is issued, the Design-Builder shall prepare and submit
a proposed concept design for the Project. 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 DPR and the
Page 14 of 97
Department, the Design-Builder shall make revisions to the concept design submission
as necessary to incorporate comments, feedback and other direction provided by DPR
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 an d
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 collection , 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.

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 DPR in understanding the costs associated with key elements
of the Project to better prioritize and manage the use of the funding allocated to t his
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
Page 15 of 97
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 Contracting Officer’s Technical
Representative (“COTR”), the Deputy Director and the Contracting Officer 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 deliveries, 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, planned occupancy of public ways, erosion control, tree protection plan,
vibration monitoring, temporary fire protection measures, project signage, pest control,
construction staging plan, and construction logistics plan.

Section 3.1.1.6 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.

Section 3.1.1.7 Disincentive Fee for Failure to Timely Submit 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 2.2.1 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 2.2.1 (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 CO of failure to submit such deliverables.

Section 3.2 Design Management

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 Department’s budget and programmatic
Page 16 of 97
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 3.2.1 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. designed to budget) and programmatic 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 DPR 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 DPR 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.

In general, the Design -Builder shall be required to undertake the following tasks
during this phase:

a) Further develop conceptual plans and incorporate design changes.
b) Conduct community meetings to solicit input and keep constituents informed
throughout the development of the Project.
c) Prepare necessary presentation materials (renderings and models) to
communicate design intent and obtain approval of design direction.
d) Continue development of phasing plan based on the approved CD, to
accommodate the Project’s needs.
e) Submit an early estimate for the new construction with a magnitude of error
of NTE +/- 10% of the Project hard cost budget.
f) If it is necessary for Project early inquiry with Public Utility Companies
PEPCO and Washington Gas as well as Verizon should be conducted.
g) Conduct Department of Energy and Environment (“DOEE”), Department of
Buildings (“DOB”), District Department of Transportation (“DDOT”), and
DC Water Preliminary Design Review meetings.
Renovation and new construction should be designed to qualify for LEED
Silver certification.

Section 3.2.2 Schematic Budget 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
Page 17 of 97
submit Value Engineering suggestions that would return the Project to budget. Only
the Department shall have the authority to increase the Project Budget, and absent
such direction, the Design-Builder shall proceed on the assumption that the budget
remains as originally directed by the Department.

Section 3.2.3 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 RFP. To the extent any such long -lead items are
identified, the memorandum shall make recommendations for addressing such items.

Section 3.2.4 Design Development. The Design-Builder shall prepare a set
of design development documents (“Design Development Documents”) that is a
logical development of the approved Schematic Design, along with any oral or
written feedback provided by the Department, and is consistent 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
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, equipment.
b) Develop detailed and dimensioned plans, wall sections, building section,
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) Present the design to the Commission of Fine Arts (“CFA”), Historic Preservation
Office (“HPO”), Office of Planning (“OP”), and other regulatory agencies as
required.
g) The Design-Builder is responsible for coordinating with sub-consultants for storm
water management, and other specialized work, as necessary.
h) Renovation and new construction should be designed to qualify for LEED Silver
certification.

Section 3.2.5 Permits. The Design-Builder shall be responsible for preparing
and submitting all of the required permit applications that are necessary to complete
Page 18 of 97
the Project, including trade permits (“Permit Documents”). 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.

Section 3.2.6 Entitlements. The Design-Builder shall prepare such materials
and make such presentations as are necessary to obtain the required land use and
entitlement approvals. Approvals may be required from (i) the Office of Zoning, (ii)
OP, and (iii) the CFA. Given the nature of the work, it is not envisioned that such
approvals will require extensive hearings or submissions.

Section 3.2.7 Mid -Point Construction Document Review. Based on the
approved Design Development Documents and any approved Value Engineering, the
Design-Builder shall cause the Architect to prepare a set of Construction
Documents. It is contemplated that the Construction Documents may 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 s ubmit a progress printing to the Department
for its review and comment.

Section 3.2.8 Construction 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 3.2.7 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 adjustment of the
Agreement schedule. In the event the Department does not approve a document
Page 19 of 97
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 permits.
c. Work with the Department’s third-party plan reviewer to review the
documents for permit document submission.
d. Upload all documents to the DOB’s 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.
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) correct any failure of the Architect 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 3.2.9 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 Architect
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 to obtaining the necessary building permits, the Design - Builder shall
prepare one or more sets of “issued for construction documents” (the “IFC Set(s)”).

Section 3.2.10 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
Page 20 of 97
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.

Section 3.2.11 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 Project Manager and third -party plan reviewer
during the building permit process.

Page 21 of 97
Article 4 GUARANTEED MAXIMUM PRICE

Section 4.1. General.
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 per formance 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 the Design-Builder, shall not
exceed the total amount of One Mil lion Three Hundred Fifty Thousand Dollars ($1,350,000.00) (the
“Guaranteed Maximum Price” or “GMP”). Costs which would cause the GMP (as may be adjusted
pursuant to the Contract Documents) to be exceeded shall be paid by the Design -Builder without
reimbursement by the Department. The GMP is inclusive of the Two Hundred and Thirty Three
Thousand Seven Hundred and Thirty Dollar ($233,730.00) Initial NTE Amount set forth in the Letter
Contract.

Section 4.2. Review of GMP Basis Documents.
The Department has selected the Design-Builder, in large part, because of its special expertise
in constructing similar projects. Before submitting its GMP, the Design-Builder shall review the GMP
Basis Documents for accuracy, constructability and completeness and shall bring such deficiencies to
the attention of the Department and shall cause its Architect to address any such deficiencies. To the
extent that any such deficiencies in the GMP Basis Documents could have been identified by such
review by a competent 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 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 informed as to the status of
the Contingency and shall, at a minimum: (i) advise the Program Manager and Contracting Officer
when draws reach 3% upon the contingency in a timely manner; and (ii) provide the Program Manager
with running status of the Contingency balance at least once every two (2) weeks.

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

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

Section 4.4.2 A Design Fee, as defined in the Agreement, in the amount of $140,930.00;
Page 22 of 97

Section 4.4.3 A Design-Build Fee for the Design-Builder, as defined in the Agreement, in the
amount of $26,000.00;

Section 4.4.4 A Maximum Cost of General Conditions, as defined in the Agreement, in the
amount of $66,800.00; and

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

Section 4.5. (Reserved.)

Section 4.6 Basis of Guaranteed Maximum Price.
The GMP is for the performance of the Work in accordance with the Contract Documents
listed and attached to this Agreement and marked Exhibits as follows:

Section 4.6.1 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 Exhibit K.

Section 4.6.2 A list of drawings, specifications, addenda, general, supplementary, and
other conditions on which the GMP is based – Exhibit A.

Section 4.6.3 A list of unit prices and allowance items and a statement of their basis Exhibit
K2.

Section 4.6.4 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 – Exhibit K3.

Section 4.6.5 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 – Exhibit B.

Section 4.6.6 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 (“DSLBD”), upon which the GMP is based – Exhibit D.

Section 4.6.7 A summary of Capital Cost vs Operating Cost Eligibility - Exhibit K1.

Section 4.6.8 A list of additive alternates or deductive alternates with defined executable
dates, if any - Exhibit K4.

Page 23 of 97
Section 4.7. Certification.
The Design-Builder specifically acknowledges and declares that the Contract 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 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
further acknowledges that it has visited the site, examined all conditions affecting the Work, is fully
familiar with all of the conditions thereon and affecting the same, and has carefully examined all
drawings and specifications provided to it. The GMP Drawings and Spec ifications include various
clarifications and assumptions that are intended to further define the scope of work that will be required
to complete the design. The Design-Builder has included within the GMP sufficient amounts to cover
aspects of the work that are not shown on the GMP Drawings and Specifications.

Section 4.8 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 for 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 the Agreement or relating to the Work or Project other than
as expressly provided in the Agreement.

Section 4.9 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,
transportation, loading and unloading and installation, as determined by Design-Builder.

Section 4.10 Intent of the Agreement . The intent of the Agreement is for the Design -Builder to
perform and supply, and the Department hereby engages the Design -Builder to and Design -Builder hereby
agrees to perform and supply, the Work, including all necessary scheduling, procurement, sup ervision,
construction, and construction management services and supply all necessary labor, materials, equipment and
related work and services necessary to fully complete the Work and obtain the intended results of the Contract
Documents, including, but not limited to the requirements of the Project Schedule and the Guaranteed
Maximum Price requirements set forth herein. The enumeration of particular items in the Specifications and/or
Drawings shall not be construed to exclude other items. The Contract Documents are complementary, and
what is required by any one of the Contract Documents (including either a Drawing or Specification) as being
necessary to produce the intended results shall be binding and required as a part of the Work as if required by
all Contract Documents.

Section 4.11 Design-Builder’s Compliance with Contract Documents. The 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 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 Documents. Any failure by the 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 the Design -Builder’s sole expense, to achieve compliance with the more
Page 24 of 97
stringent requirements. Without limiting the generality of the foregoing, the Design-Builder hereby agrees as
follows:

Section 4.11.1. 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.

Section 4.11.2. If there is any inconsistency in the Drawings or any conflict between the
Drawings and Specifications, the Design -Builder shall provide the better quality or greater
quantity of work or materials, as applicable, unless the Department directs otherwise in writing.

Section 4.11.3. The 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.

Section 4.11.4. Detail drawings shall take precedence over scale drawings, and figured
dimensions on the Drawings shall govern the setting out of the Work.

Section 4.11.5. Unless the Specifications expressly state otherwise, references to documents
and standards of professional organizations shall mean the latest editions published prior to the
Effective Date.

Section 4.11.6. Technical words, abbreviations and acronyms in the Contract Documents shall
be used and interpreted in accordance with the Agreement and the customary usage in the
construction industry.

Section 4.11.7. Whenever consent, permission or approval is required from any party pursuant
to the provisions of the Contract Documents, such consent, permission or approval shall, unless
expressly provided otherwise in the Agreement, be given or obtained, as applicable, in writing.

Section 4.12 Capital Eligibility. While a total amount of $1,350,000.00 is being approved for
capital-eligible items only, there is an ineligible amount of $9,225.00 listed in Exhibit K1. See the
non-capital column. These items are ineligible for capital expenditure, per the District Capital
Guidelines. The goods/services are needed in FY26. There should be no purchases, commitments, or
expenditures for these items until operating funds a re available, via a purchase order for the same
amount of $9,225.00. A reverse capital paygo to operatin g reprogramming will be submitted for
approval in the fiscal year the ineligible items are needed.

Section 4.12 Early Release/Abatement & Demolition

Section 4.12.1 Abatement & Selective Demolition. Once the Schematic
Design has been approved, the Department may release the Design -Builder to
Page 25 of 97
commence hazardous material abatement and interior demolition, or other early
activities, as applicable. It is envisioned that this work may be released in advance of
the GMP.

Section 4.12.2 Long Lead Materials. The Department may 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 4.13 Unsafe Materials and Hazardous Materials

Section 4.13.1 The Design-Builder shall not bring, spill or release onto the site
asbestos, PCBs, or any other Hazardous Material that is not customarily used in
a facility of the type and similar to the Project, and shall bring to the Department’s
attention any specification of such Hazardous Materials in the design documents. If the
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. 13.2 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 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.

Section 4. 13.3 The Design -Builder shall be entitled to submit a Change
Request in accordance with Article 4 of the Standard Contract Provisions in the event
the Design-Builder encounters Hazardous Materials beyond those contemplated in the
Contract Documents.

Section 4.13.4 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.

Page 26 of 97
Article 5 CONSTRUCTION PHASE

Section 5.1. General.
The Construction Phase shall commence upon execution of this Contract. The Design-Builder
shall, through its Subcontractors or, with the written consent of the Department, with its own
forces, perform all of the Work necessary to construct the Project so that it is complete, safe,
and properly built in strict accordance with the approved Construction Documents and the
other requirements of this Agreement. Without limitation, the 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, specifications, 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
otherwise specified, and shall be free of manufacturing or other defects.

The construction phase services shall include, but are not necessarily limited to:

a) Manage all aspects of the demolition and new construction of the Project.
b) Manage weekly progress meetings. Site visits are included in base fee.
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
Design-Builder’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.

Based on the approved Drawings and Specifications, the Design -Builder shall construct the
Project. During the Construction Phase, the Design-Builder shall be required to cause the Work to be
completed in a manner consistent with the design documents approved by the Department and shall
provide all labor, materials, insurance, bonds and equipment necessary to fully complete the Project
in accordance with the drawings, specifications, schedule and budget that are issued for the Project.
The Design-Builder shall be responsible for paying for and obtaining all necessary permits and to pay
all necessary fees for utility connections and the like. The Work shall be accomplished in accordance
with the following:

Section 5.1.1 Drawings & Specifications. All of the Work shall be constructed in strict
compliance and in accordance with the final Construction Documents issued for and approved
by the Department.

Section 5.2 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
Page 27 of 97
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 5.3 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
under written contract with the Design-Builder. All subcontracts and agreements for the
supply of equipment or materials awarded for the Project shall be fixed-price contracts unless
otherwise expressly authorized by the Department, in writing. It is understood and agreed,
however, that certain trade packages (such as the mechanical and electrical packages) may be
awarded on a design- assist or design- build basis and that such trade packages may be
awarded on such other basis subject to the Department’s consent as to the bidding procedures
and economic structure with regard to those packages. The 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.
Section 5.3.2 In addition to the open book reporting requirements set forth in 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,
Page 28 of 97
it shall issue a Change Order to the Design-Builder for any difference between the cost of the
subcontract or supply agreement awarded and the bid price of the Subcontractor or supplier
recommended by the 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 subcontract or agreement with a material
supplier to ensure that such contract incorporates the contractual provisions required by this
Agreement.

Section 5.3.8 The Design -Builder must contract for provision of all services and
materials for the Project (other than Self-Performed Work which must be authorized in advance
and in writing by the Department) via written subcontracts or, for contracts requiring provision
of materials or equipment only, and not labor, via written supply agreements. All subcontracts
and supply agreements shall include the following provisions:

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
subcontract or supply agreement, entitled to enforce any rights
thereunder for its benefit.

Section 5.3.8.4 That the Subcontractor or supplier consents to 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,
Page 29 of 97
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
subcontract or supply agreement for convenience, upon seven (7) days’
written notice to the Subcontractor or supplier, and that the
Subcontractor or supplier shall, in such a case, be entitled only to the
costs set forth in Article 6 of the Standard Contract Provisions.

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 subcontract
or supply agreement price less 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.

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 timely fashion.

Section 5.3.8.12 A provision requiring that all Subcontractors 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 Subcontractors; 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 which allows the Design -Builder to withhold
payment from the Subcontractor if the Subcontractor does not meet the
requirements of the Subcontract. 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 sup plier for its proportionate
Page 30 of 97
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 timely fashion shall not be reimbursable as part o f 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 prior written
consent.

Section 5.3.12 The Department has the right to contact Subcontractors or suppliers at all
tiers, or material or equipment suppliers directly to confirm amounts due
and owing to them or amounts paid to them for Work on the Project, and to
ascertain from the Subcontractors or suppliers at all tiers their projections
of the cost to complete their work or to supply their material or equipment,
or the existence of any claims or disputes. In doing so the Department shall
not issue any directions to Subcontractors or Suppliers at any tier.

Section 5.3.13 If it comes to the Department's attention that a Subcontractor or supplier
has not been paid in timely fashion (other than for disputed amounts), and
if the 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.

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 O, as follows:

(a) Within ninety (90) days of initiating the Construction Phase; and
(b) Within thirty (30) days after Final Completion of the Project.

Section 5.4 Weekly Progress Meetings & Schedule Updates.
The Design-Builder shall schedule and conduct, at a minimum, weekly progress meeting at which the
Page 31 of 97
Department, the Architect, the Program Manager, the Design-Builder and appropriate Subcontractors
can discuss the status of the Work. The Design-Builder shall prepare and promptly distribute meeting
minutes. In addition, the Design-Builder shall submit bi-weekly Schedule updates which shall reflect
the actual conditions of Project progress as of the date of the update. The update shall reflect the
actual progress of construction, identify any developing delays, regardless of their cause, and reflect
the Design-Builder’s best projection of the actual date by which Substantial Completion and Final
Completion of the Project will be achieved. Via a narrative statement (not merely a critical path method
schedule), the Design-Builder shall identify the causes of any potential delay and state what, in the
Design-Builder's judgment, must be done to avoid or reduce that delay. The Design -Builder shall
point out, in its narrative, changes that have occurred since the last update, including those related to
major changes in the scope of work, activities modified since the last update, revised projections of
durations, progress and completion, revisions to the schedule logic or assumptions, and other relevant
changes. Any significant variance from the previous schedule or update shall also be identified in a
narrative, together with the reasons for the variance and its impact on Project completion. All Schedule
updates shall be in a native format reasonably acceptable to the Department (e.g., Primavera). The
Department may make reasonable requests during the Project for changes to the format or for further
explanation of information provided. Submission of updates showing that Substantial Completion or
Final Completion of the Project will be achieved later than the applicable scheduled completion date
shall not constitute requests for extension of time and shall not operate to change the scheduled
completion date(s). The Department’s receipt of, and lack of objection to, any schedule update
showing Substantial Completion or Final Completion later than the dates agreed upon in the Project
Schedule shall not be regarded as the Department’s agreement that the Design-Builder may have an
extension of time, or as a waiver of any of the Department’s rights, but merely as the Design-Builder’s
representation that, as a matter of fact, Substantial Completion or Final Completion of the Project may
not be completed by the agreed upon date in the Project Schedule. Changes to the scheduled completion
dates may be made only in the circumstances and only by the methods set forth in this Agreement.

Section 5.5 Written Reports.
The Design-Builder shall provide written reports to the Department on the progress of the
entire Work at least monthly from Preconstruction Notice to Proceed until Final Completion of the
Project. Such written report shall include the following elements:

Section 5.5.1 Construction Progress Update . 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, including 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. Each monthly
update shall contain a narrative description of the Project progress and
a critical path method schedule in Primavera format, including any plans
to correct defective or deficient work or for time lost due to delays.

Cost Update. The monthly update shall reflect, by GMP line item, the
original line item amount, approved, pending, and projected Change
Order amounts, the cost incurred to date, the projected cost to complete
the Work of the line item, and any variance between the actually
Page 32 of 97
approved budgeted balance of the line item and the projected cost to
complete. A clear distinction must be made between approved Change
Orders and those merely requested or anticipated. The report shall explain
all variances including “buyouts” or final actual costs including those
below their respective GMP line item. In addition, the report must
disclose any instances in which the Design -Builder has transferred
amounts from one line item to another, or from the Contingency to any
other line item. Neither submission of, nor the Department's failure to
reject an update reflecting that the projected cost to complete the Project
exceeding the GMP will operate to increase the GMP or waive the
Department's right to enforce the GMP. If the report reflects budget
overruns, it must also include a recovery plan.

Section 5.5.2 Economic Inclusion Report. The monthly report shall
include a detailed summary of the Design -Builder’s efforts and results
with respect to the economic inclusion goals set forth in this Agreement.
Such report shall be in a format acceptable to the Department and shall
include, at a minimum: (i) the Design-Builder’s overall performance with
respect to the goals; (ii) a listing of subcontracts and agreements with
material suppliers during the month and the percentage of those
subcontracts and agreements with material suppliers awarded to
LSDBEs; (iii) a listing of subcontracts during the month and the estimated
percentage of the labor hours to be worked by Dis trict of Columbia
residents pursuant to those subcontracts; and (iv) a description of the
major subcontracting and supply opportunities that will be solicited during
the next three (3) months and the actions being taken to meet the
subcontracting goals.

Section 5.5.3 Cash Flow Update. If there have been any changes to the
anticipated cash flow for the Project, such changes shall be disclosed and
explained in the monthly report. If there are no such changes, the
report shall so state.

Section 5.5.4 Quality Assurance Report. The monthly report shall
include a detailed summary of the steps that are being employed to
ensure quality construction and workmanship. Each report shall
specifically address issues that were raised by the Department and/or its
Program Manager during the prior month and outline the steps that are
being taken to address such issues.

Section 5.5.5 Progress Photos. The monthly report shall include updated
progress photos that shall detail changes in the Work during the month.

The Design -Builder shall also maintain a daily log containing a record of weather,
Subcontractors working on the site, number of workers, major equipment on the site, Work
accomplished, problems encountered and other similar relevant data as the Department may
reasonably require. The log shall be available to the Department, the Architect, and the Program
Page 33 of 97
Manager, and on a monthly basis a copy of the log shall be submitted to the Department.

Section 5.6 Cost Control System.
The Design-Builder shall use a system of cost control for the Work in a format consistent with the GMP
Drawings & Specifications and approved by the Department, which shall include, without limitation,
regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and
proposed changes. Design-Builder shall identify variances between actual and estimated costs and
report the variances to the Department, the Architect and the Program Manager at regular intervals.

Section 5.7 Key Personnel.

Section 5.7.1 To carry out its duties, the Design -Builder shall provide at
least the key personnel identified in Exhibit F to this Agreement (“Key
Personnel”), who shall carry out the functions identified in Exhibit F .
The Key Personnel shall include (i) the Field Superintendent; (ii) the
Project Manager; (iv) Safety/Quality Assurance/Quality Control
Manager. With regard to the design team, such personnel shall include:
(i) the design principal- in-charge; (ii) the project designer; (iii) the project
architect;
(iv) the civil engineer; (v) the key Mechanical, Electrical and Plumbing
(MEP) engineers; (vi) landscape architect. 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. The Design -
Builder shall not replace any of the Key Personnel without the
Department’s prior written approval, which shall not be unreasonably
withheld. If any of the Key Personnel become unavailable to perform
services in connection with the Agreement due to death, disability or
separation from the employment of the Design-Builder or any affiliate of
the Design -Builder, then the Design -Builder shall promptly appoint a
replacement acceptable to the Department. The Department shall be
entitled to complete information on each such replacement, including a
current resume of his or her qualifications and experience.

Section 5.7.2 Certain members of the Design -Builder’s Key Personnel
shall be subject to a removal or replacement fee for their removal or
reassignment by the Design -Builder. Those members of the Design -
Builder’s Key Personnel subject to such fee shall be identified in Exhibit
F as subject to the fee provisions herein. In the event there is no
delineation in Exhibit F of those members of the Design-Builder’s Key
Personnel subject to the fee provisions of this Agreement, then all of the
Key Personnel shall be subject to the fee provisions of this Agreement.

Section 5.7.3 In addition, the Department shall have the right, to be
exercised in its sole discretion, to remove, replace or to reduce the scope
of services of the Design -Builder in the event that a member of the Key
Personnel has been removed or replaced by the Design -Builder without
Page 34 of 97
the prior written consent of the Department. In the event the Department
exercises the right to remove, 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 kee p-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.

Section 5.7.4 Removal or Replacement of Key Personnel Subject to the
terms of this Section 5.7, in each instance where the Design - Builder
removes or reassigns one of the key personnel listed in Exhibit F as being
subject to the key personnel replacement fee, other than (a) for reasons
where such personnel become unavailable due to death, disability or
separation from the employment of the Design-Builder or any affiliate of
the Design-Builder or any affiliate of the Design-Builder, or (b) with
the prior written consent of the Department, then the Design- Builder shall
pay to the Department the amount set forth in the Project Information
Section of this Agreement 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.

Section 5.8 Qualified Personnel/Cooperation.
The Design-Builder shall employ on the Project only those employees and Subcontractors
who will work together in harmony and who will cooperate with one another on the Project. The
Design-Builder shall enforce strict discipline, good order and harmony among its employees and its
Subcontractors and shall remove from the site any person who is unfit for the work or fails to conduct
herself or himself in a proper and cooperative manner. If the Department requests removal of any
person as unfit or as having behaved inappropriately, the Design-Builder shall promptly comply.

Section 5.9 Warranty.
The Design-Builder warrants to the Department that materials and equipment furnished under the Contract
Documents will be of good quality and new unless otherwise required or permitted by the Contract
Documents, that for the one (1) year period following the Substantial Comp letion Date the Work will be
free from defects not inherent in the quality required or permitted, and that the Work will conform to the
requirements of the Contract Documents. The 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,
Page 35 of 97
allowing the Department or its consultants access to the Design-Builder’s Subcontractors and material
suppliers, invoices, purchase orders, Change Order estimates, records for Self -Performed Work, and
other relevant documentation and sources of information concerning the Work or costs. The Department
shall not use its access to the Subcontractors to give instructions or directions to them. All instructions
or directions shall be given only to the 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 defined 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, weather shall only be deemed “adverse” if the
weather in question was more severe than that encountered at
the Project site over the last ten (10) years for the month in
question. Such determinations shall be made based on the
number of rain/snow days or the cumulative precipitation total
for the month in question. Notwithstanding the foregoing,
named storms shall conclusively be deemed “adverse”;

Section 5.11.2.3 Delays due to the failure of the Design -Builder or
Subcontractors or material suppliers at any tier to perform in
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
Page 36 of 97
as permitted by Article 4, Section A of the Standard Contract
Provisions 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, Subcontractors
or material suppliers be deemed an Excusable Delay; or

Section 5.11.3.3 Delays caused by differing Site Conditions as
permitted by Article 4, Section A of the Standard
Contract Provisions 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,
subcontractors or material suppliers; or

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

Section 5.11.4 If the Design-Builder wishes to make a claim for an
adjustment in 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.

Page 37 of 97
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,
including all direct and indirect costs, bonds and insurances resulting
from 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.

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.

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 prop osed separation
and the specific nature of the safety measures to be taken including fences
and barriers that will be used as well as the site security details. The Safety
Plan will be submitted to the Department and Client Agency for their
review and approval prior to the commencement of construction. Once
the Safety Plan has been approved, the 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. 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 -
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.

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 Client Agency for educational purposes.
The Design -Builder shall describe in the Safety Plan the proposed
Page 38 of 97
separation and the specific nature of the fences and barriers that will be
used.

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.

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

5.13.1 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.

5.13.2 Site Office. Throughout the Project, the Design-Builder shall provide and
maintain a fully-equipped construction office for the Project site.

5.13.3 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.

5.13.4 Wheel Washing Stations. The Design -Builder shall provide wheel
washing stations on site so as to prevent the accumulation of dirt and other
refuse on the streets surrounding the Project site.

5.13.5 Outreach Plan. The Design-Builder shall keep the Department informed
of the construction activities and their potential impact on the community
and shall develop a community outreach plan (the “Outreach Plan”). The
Design-Builder shall submit the Outreach Plan to the Department prior to
its implementation which shall be subject to the Department’s review and
approval.

5.13.6 Supervision. Throughout the Work, the construction office shall be
managed by personnel competent to oversee the Work at all times
while construction is underway. Such personnel shall maintain fulltime,
on-site construction supervision and provide daily inspections, quality
control, monitoring, coordination of various trades, record drawings, and daily
work log.
Page 39 of 97

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

Section 5.14 Close-out & FF&E.

5.14.1 A detailed list of FF&E requirements will be developed during the design
& preconstruction phase and attached hereto as Exhibit N.

5.14.2 Punchlist. Promptly after the Project reaches Substantial Completion, the
Design-Builder shall cause the Architect to 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 additional work items that are discovered during such
inspection. The Design-Builder shall correct all punchlist items no later
than ninety (90) days after Substantial Completion is achieved.

5.14.3 Warranties & Manuals. Subsequent to Substantial Completion and no
later than fifteen (15) days following Substantial Completion, the 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 renovated building; (v) environmental, health and
safety documents for the renovated building; and (vi) all applicable
inspection certificates/permits (boiler, elevator, emergency evacuation
plans, health inspection, etc.) for the renovated building. No later than
thirty (30) days following Substantial Completion, the Design -Builder
shall prepare and submit: (i.) a complete set of its Project files; and (ii.) a
set of record drawings.

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.

5.14.4 Support for Initial Heating & Cooling Season. The Design-Builder and
its mechanical Subcontractor shall provide support to the Client Agency
and the Department during system start-up and in initial operation for the
first heating and cooling season after Substantial Completion is achieved.

5.14.5 Training. The Design -Builder shall provide training to Client Agency
staff on all of the building systems. The Design-Builder shall be required
to schedule such training sessions and shall use commercially reasonable
efforts to ensure all such training occurs prior to Final Completion Date.

5.14.6 The Design -Builder shall assist Client Agency in relocating FF&E and
Page 40 of 97
other items as necessary within the renovated building, as well as for
cleaning and other move -in services as directed by the Department. The
GMP shall include an allowance and scope of work for these activities.
This allowance is in addition to cleaning services that would otherwise be
required by the Design -Builder, including, but not limited to, the
obligation to deliver a broom clean building at the end of construction.

Section 5.15 Salvaged and Stored Items.

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.

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

Section 5.17 Quality Control.

5.17.1 General Obligation. The Design-Builder shall be responsible for all
activities necessary to manage, control, and document work to ensure
compliance with 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.
5.17.2 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 Department and shall
be subject to the Department’s review and approval. The Quality Control
Plan shall be tailored to the specific products/type of construction
activities contemplated by the GMP Basis Documents, and in general,
shall include a table of contents, quality control team organization,
duties/responsibilities of quality control personnel, submittal procedures,
inspection procedures, deficiency correction procedures, documentation
process, and a list of any other specific actions or procedures that will be
required for key elements of the Work.

5.17.3 Implementation. During the Construction Phase, the Design -Builder
shall perform regular quality control inspections and create reports based
on such inspections pursuant to the Quality Control Plan. The quality
control reports shall be provided to the Department electronically on a
monthly basis . The Design -Builder shall incorporate a quality control
section in the progress meetings to discuss outstanding deficiencies,
Page 41 of 97
testing/inspections, and upcoming Work. The monthly report shall
include a detailed summary of the steps that are being employed to
provide quality construction and workmanship. The monthly report
should specifically address issues raised during the month and outline the
steps that are being used to address such issues.

Section 5.18 Acceleration.
Subject to the terms of this Section, the Department shall have the right to direct the Design-Builder
to accelerate the Work if, in the reasonable judgment of Department: (i) the Design- Builder fails to
supply a sufficiency of workers or to deliver the materials or equipment with such promptness as to
prevent the delay in the progress of the Work; or (ii) the progress of the Work otherwise materially
falls behind the projections contained in the then currently approved Project Schedule. In the event
that the Department or its Program Manager determine that either of the events specified in the
preceding sentence have occurred, the Department shall provide the Design- Builder with written
notice of such event and the Design-Builder shall be required to provide the Department with a
schedule recovery plan (“Recovery Plan”) that is reasonably designed to address the concerns raised
in such notice within three (3) days after receipt of such notice. If the Department and the Design-
Builder are unable to agree on the terms of the Recovery Plan within five (5) days after the issuance
of the notice (i.e. within forty eight (48) hours after the receipt of the proposed Recovery Plan), the
Department shall have the right to direct such acceleration as the Department, in its reasonable
judgment, deems necessary. Provided Department complies with the notice provisions of this
Section, the cost of any acceleration directed under this Section shall not justify an adjustment to the
GMP on the Substantial Completion Date.

Given the nature of the Project and the fact that there is a fixed date upon which the Client
Agency plans to occupy the building, the Design-Builder hereby: (i) acknowledges that this provision
is a material inducement upon which the Department has relied in entering into this Agreement; and
(ii) represents and warrants that it has included sufficient funding in the GMP in order to comply with
the requirements of this Section.

Section 5.19 Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right direct the Design -
Builder to revise the provisions of the Quality Control Plan if, in the reasonable judgment of the
Department, the craftsmanship of the Work being installed fails to comply with generally applicable
industry standards, requirements set forth in the Specifications that are reasonably related to the
quality of craftsmanship quality, or any provisions set forth in this Agreement (each a “Quality Control
Event”). In the event that the Department or its Program Manager determine that a Quality Control
Event has occurred, the Department shall provide the Design -Builder with written notice of the
occurrence of such Quality Control Event and the Design -Builder shall be required to provide the
Department with a corrective action plan that is reasonably designed to address the concerns raised in
such notice within three (3) days after receipt of such notice (each instance, a “Corrective Action
Plan”). If the Department and the Design -Builder are unable to agree on the terms of the Corrective
Action Plan within five (5) days after the issuance of the notice (i.e. within forty eight (48) hours after
the receipt of the proposed corrective action plan), the Department shall have the right to direct
such corrective action measures as the Department, in its reasonable judgment, deems necessary. Such
directive may include adjustments to the procedural provisions set forth in the Quality Control Plan
and/or may impose additional requirements on the manner in which Work is being performed.
Page 42 of 97
Provided the Department complies with the notice provisions of this Section, the cost of any such
corrective action directed under this Section shall not justify an adjustment to the GMP on the
Substantial Completion Date.

Section 5.20 Use of ProjectTeam.
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 information; (ii)
submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full package including all
forms required by DGS); (v) certified payrolls (in addition to upload via LCP Tracker); (vi) drawings
and specifications; (vii) GMP and any Submissions that require approval by DC Council; (viii)
punchlist; and (ix) other Project documents as may be designated by the Department.

a. Electronic storage and transmission of information via ProjectTeam system shall be compliant
with the provisions of the 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 5.21 Use of the DC Vendor Portal.
The Design-Builder shall be required to utilize the DC Vendor Portal for all invoice submissions and will
be subject to providing any required additional back up information requested for the invoice submitted.

Section 5.22 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 statutes, laws, codes,
ordinances, regulations, rules, requirements, orders, and policies of government al 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, regulations, 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 storm water management to a
later phase of the Project.

Section 5.23 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.

Page 43 of 97
Section 5.24 Construction Phase Deliverables.
The deliverables set forth on Exhibit C are required during the Construction Phase.

Section 5.25 Close-Out Deliverables.
In addition to the items outlined in the Department’s Turnover Protocol (Exhibit R), the deliverables set
forth in Exhibit N are required during the Close-Out Phase.

Page 44 of 97
Article 6 DESIGNATED REPRESENTATIVES

Section 6.1 Department’s Designated Representative.
The Department designates the individual(s) identified in Exhibit I 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 I, 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 H 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 personnel in accordance with each candidate’s experience with
similar projects and local marketplace conditions. Once approved, individuals cannot be changed
without the Department’s prior appro val. During the entire term, 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 design and construct similar municipal facilities and projects that are similar to
the Project in large urban areas.
Page 45 of 97

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. 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
• Cost of preconstruction staff
• Fringe Benefits associated with staff costs
• Payroll taxes associated with staff costs
• Staff costs associated with obtaining permits and approvals
during the 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; a n d
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, 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 Payment
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
Page 46 of 97

Fee.

Section 7.2.2 Payments are due and payable in accordance with of
this Agreement. Amounts unpaid after the date of which
payments due shall bear interest in accordance with the Quick
Payment Ac
Page 47 of 97

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; (ii) a senior representative from
the Client Agency; and (iii) a senior member of the Program Management team that is not
involved in the day-to-day management of this Project that is acceptable to both Parties.

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 entitled to reimbursement for such
amounts unless the Department authorizes, in writing, an increase to the Lump Sum General
Conditions Cost. Nonetheless, in such an event, if the Design -Builder exceeds the Lump Sum
Page 48 of 97

General Conditions Cost, the Design-Builder shall continue to be required to adequately staff the
Project.

Section 8.3 Reserved.

Section 8.4 Project Budget.
The Department has established a budget for the Project as set forth in the Information
Section of this Agreement (such budget, the “Project Budget”). Such Project Budget includes
any and all amounts which may be due to the Design-Builder pursuant to this Agreement, and
in no event shall the Design-Builder be entitled to recover more than the Project Budget unless
the Design-Builder is authorized to exceed the Project Budget by the Department in advance
and in writing.

Section 8.5 No Adjustments to Fee.
The GMP is based upon the Design Documents provided hereto as in Exhibit A , to allow for
Substantial Completion of the Work to be achieved no later than the Substantial Completion Date.
With regard to Change Orders issued after the GMP is established, 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 punchlist 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 Markup on Trade Work.
The maximum markup for change order work shall be as follows:

Section 8.6.1.1 For Work performed by a Subcontractor with
its own forces, the Subcontractor shall be entitled to a
mark-up of not more than five percent (5%) (covering
home office overhead, the cost of insurance and bonds,
field supervision, general conditions and profit) on the
Direct Costs of the Work. For Work that the Department
permits the Design-Builder to self-perform, the Design-
Builder shall also be entitled to a markup of not more
than five percent (5%) of the Direct Cost of the Work.
With regard to any such Work that is self-performed by
the Design -Builder, the markup contemplated in this
Section shall be the Design -Builder’s exclusive
compensation and it shall not be entitled to the markup
contemplated in Section 8.6.1.3;

Section 8.6.1.2 Intervening tier Subcontractors shall be entitled
to a markup of two percent (2%) (covering home office
overhead, the cost of insurance and bonds, field
supervision, general conditions and profit) on Work
Page 49 of 97

performed by lower-tier Subcontractors;

Section 8.6.1.3 In no event shall the maximum mark -up on the
Direct Cost of the Work exceed five percent (5%). Direct
Cost of the Work shall mean labor, material and other
costs reasonably and necessarily incurred in the proper
performance of the Work as approved by the Department
and shall include, but not be limited to: (Direct Cost of
the Work does not, however, include home office
overhead, field supervision, general conditions or profit
of either the Subcontractor or the Design -Builder. No
personnel above the level of a working foreman shall be
considered a Direct Cost of the Work).

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:

Section 8.7.1 Labor. Payment will be made for direct labor cost plus
indirect labor cost such as insurance, taxes, fringe benefits and
welfare provided such costs are considered reasonable. Indirect
costs shall be itemized and verified by receipted invoices. If
verification is not possible, up to eighteen percent (18%) 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
by Data Quest. If actual rental rates exceed manual rates, written
justification shall be furnished to the CO for consideration. No
additional allowance will be made for overhead and profit. The
Design-Builder shall submit written certification to the CO 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,
Page 50 of 97

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 8.7 Direct Cost of Work.

Section 8.7.5 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 the level of a working foreman shall be considered
a Direct Cost of the Work.

Page 51 of 97

Article 9 COST OF THE WORK FOR CONSTRUCTION PHASE

Section 9.1 Cost of the Work.
The following costs shall be reimbursable at cost and without mark-up:

Section 9.1.1 Payments made by the Design-Builder to subcontractors and suppliers, but only
in accordance with the Subcontracts and Supply Agreements.

Section 9.1.2 The Cost of General Conditions (as defined below in Section 9.2 ), subject
however to the Maximum Cost of General Conditions.

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 an 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 exc ess 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 the Agreement or has been approved in advance by the Department;

Section 9.1.5 Fees for obtaining all required approvals or permits associated with the
abatement, demolition, utilities abandonment, and utility relocation, and all trade permit fees
and the building permit fee.

Section 9.1.6 Cost of the Design-Builder’s Architect/Engineer’s contract reimbursed at cost
and without markup; provided, however, that such costs shall not exceed the Design Fee set
forth in this Agreement. Any amounts in excess of the Design Fee shall not be reimbursable
as a Cost of Work.

Page 52 of 97

Section 9.1.7 All fees and other costs necessarily incurred to carry out testing and inspection
required by the Agreement, 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 reimbursable unless the additional test ing
establishes that the work tested was defective or otherwise failed to satisfy the Agreement’s
requirements, in which case the Design-Builder shall pay the costs, without reimbursement.

Section 9.1.8 All bonds to jurisdictional agencies (utilities, storm water management, land
disturbance, and grading).

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 bonds, pro vided that such
insurance be approved by the Department in advance and after being presented with a cost -
benefit analysis of such use.

Section 9.1.9 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 in excess of the Design Fee.

Section 9.1.10 Costs of repairing or correcting damaged or nonconforming Work
executed by the 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 Design -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 Cost of General Conditions.

The Design-Builder’s Lump Sum General Conditions Cost shall be the extent of what the Design-
Builder is entitled to recover for the cost of General Conditions. General Conditions may include,
but are not limited to:
a) Cost of construction staff. Only staff stationed in the field are reimbursable;
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 permit expeditors;
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)
Page 53 of 97

fax machines; (iii) copying machines; (iv) telephone installation, system 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.;
n) Parking costs for the construction staff;
o) Salting sidewalks and shoveling snow on sidewalks that surround the site; and
p) Exterior site fencing, fence wrapping, and construction signage.

Section 9.3 Non-Reimbursable Costs
The following costs shall not be reimbursable:

9.3.1 All Any personnel or labor costs other than those provided for in Section
9.1.2(a) or Section 9.2.1.
9.3.2 Fees for any permits or licenses the Design-Builder requires to conduct its
general business operations.
9.3.3 Capital expenses and interest on capital employed for the Work.
9.3.4 The cost of home or regional offices, it being understood that
compensation for such costs included in the Design-Build Fee and Award
Fee.
9.3.5 Sales or use taxes, unless the Design -Builder establishes that applicable
law required payment of such taxes.
9.3.6 Costs due to the errors or omissions of the Design -Builder or its
subcontractors or suppliers at all tiers, negligent or otherwise.
9.3.7 Costs due 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.
9.3.8 Any costs incurred in performing work of any kind before Preconstruction
NTP, unless specifically authorized by the Department in advance and in
writing.
9.3.9 Direct or indirect costs of any kind, except those expressly included in
Section 9.1.

Section 9.4 Discounts, Rebates And Refunds.

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,
Page 54 of 97

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.
9.4.2 Amounts that accrue to the Department in accordance with the provisions
of Section 9.3 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 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
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 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 provide a turnkey solution for
the implementation of the Project, and the Project Budget set herein has been developed based
on such framework. The Design-Builder shall advance the Project in a manner consistent with
the Project Budget with the understanding that only the following cost elements shall be
excluded from the Project Budget set forth herein:

a) 3rd Party Material Testing;
b) 3rd Party Commissioning;
c) 3rd Party Inspections;
d) Costs of active DPR equipment;
e) 3rd Party Plan Review; and
f) Public Art.
Page 55 of 97

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 70% portion of Design-Build Fee not at risk

Current approved estimated

Cost of Work through Final Completion

Plus Any subset of the At Risk Portion 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 may elect to increase the retention on any trade Subcontractor
up to ten percent (10%) in the event the Department determines that the situation so warrants.
The Department, in its sole and absolute discretion, may elect to reduce the retainage relating to
a particular trade Subcontractor, or the Cost of the Work related to a specific item of Self -
Performed Work to zero upon: (a) satisfactory completion of such Work; (b) submission of all
required warranties, certifications, and operating or maintenance instructions with respect to
that Work; and (c) execution of appropriate waivers of lien and releases of claims. However,
in no event shall the total retainage held by the Department be reduced to an amount that is less
than two and one-half percent (2.5%) of the GMP.

Section 10.3 Documents Required with Application for Payment.
Each Application for Payment shall be accompanied by the Design -Builder’s job cost
ledgers in a form satisfactory to the Department, the Subcontractors’ and Suppliers’ Applications
for Payment on AIA Documents G702 and G703 or other form acceptable to the Department, and
Page 56 of 97

such other supporting documentation as the Department may reasonably request. Each Application
for Payment shall include detailed documentation of costs as a condition to approving progress
payments, but the Design-Builder shall nevertheless maintain complete documentation of the costs.

An executed Release of Liens and Claims in the format required by the CO must accompany
each Application for Payment.

Section 10.4 Stored Materials.
The Department shall not be required to pay for materials stored at the site or stored
at other locations absent prior written authorization to do so, which authorization may be
withheld at the Department's sole discretion. If the Department expressly agrees to pay for
materials stored at the site but not yet incorporated into the Work, the Application for Payment
may also include a request for payment of the cost of such materials, if the materials have been
delivered to the site, and suitably stored. Such requests shall be documented by appropriate
invoices and bills of sale. Payment for stored materials shall be conditioned also on the Design-
Builder’s representation that it has inspected the material and found it to be free from defect
and otherwise in conformity with this Agreement, and on satisfactory evidence that the materials
are insured under the builder’s risk policy. Further, if the Design -Builder requests the
Department to allow payments for storage of materials offsite, the Design -Builder shall be
required, inter alia, to agree to execution of proper documentation to afford the Department a
secured interest in the materials upon payment.

Section 10.5 Design-Builder’s Certification.
Each Application for Payment shall be accompanied by the Design -Builder's signed
certification that:

Section 10.5.1. 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 10.5.2. that all amounts currently sought for Subcontractor Work or
supply of materials or equipment are currently due and owing to the
Subcontractors and material or equipment suppliers;

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

Section 10.5.4. 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 10.5.5. The Design-Builder shall not include in an Application for
Payment amounts for Work for which the Design-Builder does not intend to
Page 57 of 97

pay.

Section 10.6 Lien Waivers.
Each Application for Payment shall be accompanied by written waivers of the right
to file a mechanic’s lien and all other claims, in a form substantially similar to Exhibit L 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 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 10.7 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 Design -Builder. The
Department may require execution of appropriate documents to confirm passage of clear title.
Passage of title shall not operate to pass the risk of loss with respect to the Work in question. Risk
of loss remains with the Design -Builder until Substantial Completion, unless otherwise agreed
by the Department, in writing.

Section 10.8 Submission.
On the twenty -fifth (25) 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 Payment shall cover the entire month during which the Application for Payment is submitted.
All amounts formally submitted via Application for Payment and not disputed by the Department
shall be due and payable on the last day of the month following submission or, if that is not a
business day, on the following business day. If the 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 determin ation 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 10.9 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 10.9.1 the Work is defective and such defects have not
been remedied; or
Page 58 of 97

Section 10.9.2 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 5.18; or

Section 10.9.3 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 5.18; or

Section 10.9.4 the Design-Builder has failed to provide
reports in full compliance with 5.5 of this Agreement; or

Section 10.9.5 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 10.9.6 any mechanic’s lien has been filed against the
Department, the site or any portion thereof or interest
therein, or any improvements on the site, even though
the Department has paid all undisputed amounts due to
the Design -Builder, and the Design -Builder, upon
notice, has failed to remove the lien, by bonding it off or
otherwise, within ten (10) calendar days; or

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 10.9.7 the Department has reasonable evidence that the
Work cannot be completed for the unpaid balance of the
GMP; or

Section 10.9.8 the Design -Builder is otherwise in substantial
breach of this Agreement (including, without limitation,
failures to comply with LSDBE Utilization requirements.

Page 59 of 97

Section 10.9.9 the Application for Payment is incomplete,
unsubstantiated and/or does not contain sufficient
documentation for evaluation by the CO.

Section 10.10 Payment Not Acceptance.

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

Section 10.11 Department Not Obligated to Others.

The Department shall have no obligation to pay or be responsible in any way for payments
to a consultant or Subcontractor performing portions of the Work.

Section 10.12 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 5.14, and
Exhibit N 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 have been submitted by the Design-Builder and reviewed
by the Department and, to the extent the Department determines appropriate, the Department’s
accountants. The Department shall make Final Payment not more than thirty (30) days after the
Department verifies the amount of the final payment set forth in a complete final Application
for Payment.

Section 10.12.1 The amount of the Final Payment shall be calculated as
follows:
Section 10.12.1.1 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 10.12.1.2 Subtract amounts, if any, for which the Department
withholds pursuant to the Agreement. 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 10.12.1.3 The Final Payment shall take into account any savings
accruing to the Department or the Design-Builder.
Section 10.12.2 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
Page 60 of 97

provided the other conditions of Section 13.1 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 Paragraph 10.12 supersede those for typical progress
payments.

Section 10.12.3 If the Department determines that the Cost of the Work
is than claimed by the Design-Builder, the Design-Builder shall be
entitled to proceed in accordance with Article 3 of the Standard
Contract Provisions. Pending a final resolution of the disputed
amount, the Department shall pay the Design -Builder the amount
that the Department determines to be appropriate.
Page 61 of 97

Article 11 - INSURANCE

A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of insurance
specified below. The Contractor shall have its insurance broker or insurance company
submit a Certificate of Insurance to the CO giving evidence of the required coverage prior
to commencing performance under this contract. In no event shall any work be performed
until the required Certificates of Insurance signed by an authorized representative of the
insurer(s) have been provided to, and accepted by, the CO. All insurance shall be written
with financially responsible companies authorized to do business in the District of
Columbia or in the jurisdiction where the work is to be performed and have an A.M. Best
Company rating of A - / VII or higher. Should the Contractor decide to engage a
subcontractor for segments of the work under this contract and 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 by the CA, to the Office of Risk Management (ORM). ORM will
determine the insurance requirements applicable to the subcontractor and promptly deliver
such requirements in writing to the Contractor and the CA. The Contractor must provide
proof of the subcontractor's required insurance prior to commencement of work by the
subcontractor. If the Contractor decides to engage a subcontractor without requesting from
ORM specific insurance requirements for the subcontractor, such subcontractor shall have
the same insurance requirements as the Contractor.
General liability, commercial auto, workers' compensation and property insurance policies
(if applicable to this agreement) shall contain a waiver of subrogation provision in favor of
the Government of the District of Columbia.
The Government of the District of Columbia shall be included in all policies required
hereunder to be maintained by the Contractor and its subcontractors (except for workers’
compensation and professional liability insurance) as an additional insureds for claims
against The Government of the District of Columbia relating to this contract, with the
understanding that any affirmative obligation imposed upon the insured Contractor or its
subcontractors (including without limitation the liability to pay premiums) shall be the sole
obligation of the Contractor or its subcontractors, and not the additional insured. The
additional insured status under the Contractor’s and its subcontractors’ Commercial
General Liability insurance policies shall be effected using the ISO Additional 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 professiona l liability insurance) shall be
endorsed using ISO form CG 20 01 04 13 or its equivalent so as to indicate that such
policies provide primary coverage (without any right of contribution by any other
insurance, reinsurance or self-insurance, including any deductible or retention, maintained
Page 62 of 97

by an Additional Insured) for all claims against the additional insured arising out of the
performance of this Statement of Work by the Contractor or its subcontractors, or anyone
for whom the Contractor or its subcontractors may be liable. These policies shall include
a separation of insureds clause applicable to the additional insured.

If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the 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 anothe r occurrence-based form with
coverage at least as broad and approved by the CO in writing), covering liability for all
ongoing and completed operations of the Contractor, including ongoing and completed
operations under all subcontracts, and covering claims for bodily injury, including
without limitation sickness, disease or death of any persons, injury to or destruction of
property, including loss of use resulting therefrom, personal and advertising injury, and
including coverage for liability arising out of an Insured Contract (including the tort
liability of another assumed in a contract) and acts of terrorism (whether caused by a
foreign or domestic source). Such coverage shall have limits of liability of not less than
$1,000,000 each occurrence, a $2,000,000 general aggregate (including a per location
or per project aggregate limit endorsement, if applicable) limit, a $1,000,000 personal
and advertising injury limit, and a $2,000,000 products-completed operations aggregate
limit including explosion, collapse and underground hazards.

The contractor should be named as an additional insured on the applicable
manufacturer’s/distributer’s Commercial General Liability policy using Insurance
Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another occurrence-based form
with coverage at least as broad).

DGS should collect, review for accuracy and maintain all warranties for goods and
services.
2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to
the CO of commercial (business) automobile liability insurance written on ISO form
CA 00 01 10 13 (or another form with coverage at least as broad and approved by the
CO in writing) including coverage for all owned, hired, borrowed and non -owned
vehicles and equipment used by the Contractor, with minimum per accident limits equal
to the greater of (i) the limits set forth in the Contractor’s commercial automobile
liability policy or (ii) $1,000,000 per occurrence combined single limit for bodily injury
and property damage.
Page 63 of 97

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

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

All insurance required by paragraphs 1,2 and 3 shall include a waiver of subrogation
endorsement for the benefit of Government of the District of Columbia.

4. Cyber Liability Insurance - The Contractor shall provide evidence satisfactory to the
CO of Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence
or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Contractor in this agreement and shall
include, but not limited to, claims involving infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade dress, invasion
of privacy violations, information theft, damage to or destruction of electronic
information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response
costs as well as regulatory fines and penalties as well as credit monitoring expenses
with limits sufficient to respond to these obligations. Limits may not be shared with
other lines of coverage. A copy of the cyber liability policy must be submitted to the
Office of Risk Management (ORM) for compliance review.

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

The Contractor also must furnish to the CO - Owner certificates of insurance
Page 64 of 97

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 materials or other waste as a result of the
Contractor’s operations. Such coverages must be maintained with limits of at least the
amounts set forth above.

6. 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.

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

8. 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. So
called “silent” coverage or “shared” limits under a commercial general liabil ity 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 Office of Risk
Management (ORM) for compliance review.

9. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits equal to the greater of (i) the limits set forth in the Contractor’s
umbrella or excess liability policy or (ii) $5,000,000 per occurrence and $5,000,000 in
the annual aggregate, following the form and in excess of all liability policies. All
liability coverages must be scheduled under the umbrella and/or excess policy. The
insurance required under this paragraph shall be written in a form that annually
reinstates all required limits. Coverage shall be primary to any insurance, self-insurance
Page 65 of 97

or reinsurance maintained by the District and the “other insurance” provision must be
amended in accordance with this requirement and principles of vertical exhaustion.

C. 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.

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

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

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

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

H. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO shall
be given thirty (30) days prior written notice in the event of coverage and / or limit changes
or if the policy is canceled prior to the expiration date shown on the certificate. The
Contractor shall provide the CO with ten (10) days prior written notice in the event of non-
payment of premium. The Contractor will also provide the CO with an updated Certificate
of Insurance should its insurance coverages renew during the contract.

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

The Government of the District of Columbia
And mailed to the attention of:
Suzi Tabot
Contracting Officer
Department of General Services
Contracts and Procurement Division
Page 66 of 97

3924 Minnesota Ave, NE, 5th Floor
Washington, DC 20019
suzi.tabot@dc.gov

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

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

K. 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 the equivalent by any other rating agency) and
licensed in the District.
Page 67 of 97

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 GMP. The Design -Builder will be required to post an updated payment and
performance bonds to reflect the GMP Amendment amount. In addition to the delivery of the
performance and payment bonds, the Design-Builder must deliver to the CO a copy of the
executed Agreement of Indemnity under which the bonds were issued. Such bond shall remain
in full force and effect until Final Completion is achieved and the Department shall be able to
draw upon such bond regardless of the amount paid by the Department to the Design-Builder,
even if such amount exceeds the penal value of such bond. Unless otherwise directed by the
Department, the Design -Builder shall require all Subcontractors whose Subcontract prices
exceed One Hundred Thousand Dollars ($100,000.00) to provide payment and performance
bonds, with a penal sum equal to one hundred percent (100%) of the subcontract price. Further,
the Design -Builder must deliver to the CO copies of its Subcontractor’s Agreements of
Indemnity. All bonds must be in a form acceptable to the Department, its lenders or bond trustee,
and issued by a surety authorized to do business in the District of Columbia and bonding
company listed on the United States Department of Treasury’s Listing of Approved Sureties.
All subcontractors’ bonds must include a dual obligee rider, naming the Design-Builder and the
Department as dual obligees. If the GMP 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.
Page 68 of 97

Article 13 ECONOMIC INCLUSION REQUIREMENTS

Section 13.1 LSDBE Utilization.

Section 13.1.1 If the Design-Builder is not a certified business entity (“CBE”), the
Design Builder shall subcontract 35% of the Contract effort to small business
enterprises (“SBEs”). 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 thirty-five percent (35%) of the work that is being counted
toward the goal with its own forces. The 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 13.1.2 Mandatory Subcontracting Plan and Requirements.

Section 13.1.2.1 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, for all contracts in excess of $250,000, at least 35% of the dollar
volume of the contract shall be subcontracted to SBEs.

Section 13.1.2.2 If there are insufficient SBEs to completely fulfill the
requirement of Section 13.1.2.1, 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 13.1.2.3 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 13.1.2.1 and 13.1.2.2.

Section 13.1.2.4 Except as provided in sections13.1.2.5 and 13.1.2.6, a
prime contractor that is a CBE and has been granted a proposal preference
pursuant to D.C. Official Code § 2218.43, 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 13.1.2.5 A prime contractor that is a certified joint venture and has
Page 69 of 97

been granted a proposal preference pursuant to D.C. Official Code § 2 -
218.43, or is selected through a set-aside program, shall perform at least 50%
of the contracting effort with its own organization and resources and, if it
subcontracts, 35% of the subcontracting effort shall be with CBEs. A
certified joint venture prime contractor that performs less than 50% of the
contracting effort shall be subject to enforcement actions under
D.C. Official Code§ 2-218.63.

Section 13.1.2.6 Each CBE utilized to meet these subcontracting
requirements shall perform at least 35% of its contracting effort with its
own organization and resources.

Section 13.1.2.7 A prime contractor that is a CBE and has been granted a
proposal preference pursuant to D.C. Official Code § 2- 218.43, or is selected
through a set-aside program, shall perform at least 50% of the on-site work
with its own organization and resources if the contract is $1 million or less.

Section 13.1.2.8 Subcontracting Plan
If the Design-Builder is required by law to subcontract under this
Contract, it must submit a Subcontracting Plan in accordance with D.C.
Official Code § 2 -218.46 (d). The Subcontracting Plan may only be
amended with the prior written approval of the Contracting Officer (CO)
and Director of DSLBD. 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 13.1.2.9 Copies of Subcontracts
Within twenty-one (21) days of the date of award, the Design-Builder shall
provide fully executed copies of all subcontracts identified in the
subcontracting plan to the Contracting Officer (CO), City Administrator
(CA), District of Columbia Auditor and the Director of DSLBD.

Section 13.1.2.10 Subcontracting Plan Compliance Reporting

Section 13.1.2.10.1 If the Design-Builder has a
subcontracting plan required by law for this contract, the
Contractor shall submit a quarterly report to the CO, CA,
District of Columbia Auditor and the Director of DSLBD.
Page 70 of 97

The quarterly report shall include the following information
for each subcontract identified in the subcontracting plan:

(A) The price that the prime contractor will pay each
Subcontractor under the subcontract;
(B) A description of the goods procured or the services
subcontracted for;
(C) The amount paid by the prime contractor under the
subcontract; and
(D) A copy of the fully executed subcontract, if it was not
provided with an earlier quarterly report.

Section 13.1.2.10.2 If the fully executed subcontract is not
provided with the quarterly report, the prime contractor will not
receive credit toward its subcontracting requirements for that
subcontract.

Section 13.1.2.11 Annual Meetings

Upon at least 30-days written notice provided by DSLBD, the Design-
Builder 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 13.1.2.12 DSLBD Notices

The Design-Builder 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 13.1.2.13 Enforcement and Penalties for Breach of
Subcontracting Plan

Section 13.1.2.13.1 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 13.1.2.13.2 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.
Page 71 of 97

Section 13.1.2.14 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 8 of the Standard Contract
Provisions, Default.

Section 13.1.2.15 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 condition 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 on the Project.

Section 13.2 Equal Employment Opportunity and Hiring of District Residents

13.2.1 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”).

13.2.2 The Design-Builder shall enter into and maintain during the term of the Contract, a First Source
Employment Agreement (Employment Agreement) ( Exhibit M) 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.

13.2.3 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 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 13.2.4 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 13.2.5 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
Page 72 of 97

(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 b e residents of the District of Columbia. This
percentage shall be applied in the aggregate, and not trade by trade.

Section 13.2.6 The Design-Builder’s hiring and reporting requirements under the First Source Act and
any rules promulgated thereunder shall continue for the term of the Contract.

Section 13.2.7 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 13.2.8 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 13.2.9 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 13.2.10 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 13.2.11 The provisions of the First Source Act do not apply to nonprofit organizations which
employ 50 employees or less.

Section 13.2.12 Construction projects or contracts covered by this Section 13.9 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 13.2.13 Equal Employment Opportunity (“EEO”). The Design-Builder has executed and
submitted an EEO policy form (Exhibit E).

Section 13.3 Economic Inclusion Reporting Requirements

Section 13.3.1 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 13.3.2 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 Design Builder and all member firms and
Page 73 of 97

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 13.3.3 The Design-Builder shall maintain detailed records relating to the
general hiring of District of Columbia and community residents.

Section 13.3.4 The Design-Builder shall be responsible for: (i) including the
provisions of Section 11.3 in all subcontracts; (ii) collecting the information required
in Section 11.3 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 13.3.

Section 13.3.5 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 P, as amended (codified at D.C. Official Code §§ 2-220.01 et seq.) and its
implementing regulations.

Section 13.4 Compliance with the 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 selected Design -
Builder firms shall be liable for any subcontractor non -compliance. Thirty-five percent (35%) of all
apprentice hours worked on the Project shall be worked by District residents.

Page 74 of 97

Article 14 LIQUIDATED DAMAGES

Section 14.1 RESERVED

Section 14.2 RESERVED
Section 14.3 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. In the
event the Design-Builder fails to meet the Substantial Completion Date for more than sixty days,
the Design-Builder consents to a Termination for Default.

Section 14.4 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.

Page 75 of 97

Article 15 MISCELLANEOUS PROVISIONS

Section 15.1 Ownership and Use of Documents.

The Drawings, Specifications and other documents prepared by the Design-Builder 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. The referenced Drawing, Specifications and other documents
shall become the property of the Department.

Section 15.2 Assignment.

The Department and Design -Builder respectively bind themselves, their partners,
members, joint venturers, constituent entities, successors, assigns and legal representative to the
other party hereto and to partners, members, joint venturers, constituent entities, successors,
assigns and legal representatives of such other party in respect to covenants, agreements and
obligations contained in the Agreement. Neither party to the A greement shall assign the
Agreement or its rights and obligations under the Agreement, without written consent of the other
party. If either party attempts to make such an assignment without such consent, that party shall
nevertheless remain legally responsible for all obligations under the Agreement.

Section 15.3 Buy American Act Provision.
The Design-Builder 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
and Article 15 (C) of the Department Standard Contract Provisions for Architectural and Engineering
Services Contracts (Exhibit J1 and J2) regarding compliance with the Buy American Act, the language in
this section should supersede.

Section 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 manufactured in the United States, exceeds 65 percent of the cost
of all its components. For an end product that consists wholly or predominantly of iron or steel or a
combination of both, the cost of foreign iron and steel must constitute less than 5 percent of the cost
of all the components used in the end product.
Page 76 of 97

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 Unites 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 Design-Builder 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.

Section 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 con struction 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 foreign iron and steel constitutes less than 5 percent of the cost of all the components used
in such construction material.

Section 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.

Section 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.

The Design -Builder agrees that the construction work performed under this
Agreement shall be subject to the Davis-Bacon Act (40 U.S.C. §§ 3142-3148) and Title 29
Code of Federal Regulations (“CFR”) Exhibit G. The wage rates applicable to this Project
are attached as Exhibit G . 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.
Page 77 of 97

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 Contractor under the Quick Payment Act,
D.C. Official Code §2 -221.01 et seq ., for the period
beginning on the day after the required payment date and
ending on the date on which payment of the amount is made.
Interest shall be calculated at the rate of 1% per month. No
interest penalty shall be paid if payment for the completed
delivery of the item of property or service is made on or
before:
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 15.5.1.2 Any amount of an interest penalty which remains unpaid at
the end of any 30day period shall be added to the principal amount of the
debt and thereafter interest penalties shall accrue on the added amount.

Section 15.5.2 Payments to Subcontractors

Section 15.5.2.1 The Contractor must take one of the following
actions within seven (7) days of receipt of any amount paid to
the Contractor by the District for work performed by any
Subcontractor under this contract:

a) Pay the Subcontractor for the proportionate share of the total payment received
from the District that is attributable to the Subcontractor for work performed
under the contract; or

b) Notify the District and the Subcontractor, in writing, of the Contractor’s intention
to withhold all or part of the Subcontractor’s payment and state the reason for the
nonpayment.

Section 15.5.2.2 The Contractor must pay any Subcontractor or
supplier interest penalties on amounts due to the Subcontractor or
supplier beginning on the day after the payment is due and ending
on the date on which the payment is made. Interest shall be
calculated at the rate of 1% per month. No interest penalty shall
Page 78 of 97

be paid on the following if payment for the completed delivery of
the item of property or service is made on or before:
a) the 3rd day after the required payment date for meat or a meat product;
b) the 5th day after the required payment date for an agricultural commodity; or
c) the 15th day after the required payment date for any other item.
Section 15.5.2.3 Any amount of an interest penalty which
remains unpaid by the Contractor at the end of any 30 -day
period shall be added to the principal amount of the debt to
the Subcontractor and thereafter interest penalties shall
accrue on the added amount.

Section 15.5.2.4 A dispute between the Contractor and
Subcontractor relating to the amounts or entitlement of a
Subcontractor to a payment or a late payment interest penalty
under the Quick Payment Act does not constitute a dispute to
which the District of Columbia is a party. The District of
Columbia may not be interpleaded in any judicial or
administrative proceeding involving such a dispute.

Section 15.5.3 Subcontract flow-down requirements The Contractor shall
include in each subcontract under this contract a provision
requiring the Subcontractor to include in its contract with
any lower- tier Subcontractor or supplier the payment and
interest clauses required under paragraphs (1) and (2) of D.C.
Official Code §2-221.02(d).

Section 15.5.4 Requirements for Change Order payments

Section 15.5.4.1 The Department and the Contractor are
prohibited from requiring a prime contractor or a Subcontractor
to undertake any work that is determined to be beyond the original
scope of the prime contractor's or a Subcontractor's contract or
subcontract, including work under a District-issued change order,
when the additional work increases the contract price beyond the
not-to- exceed price or negotiated maximum price of the
underlying contract, unless the CO:

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

(ii) Obtains a certification from the Chief Financial Officer that there are sufficient
funds to compensate the prime contractor and, if applicable, the Subcontractor for
the additional work;
Page 79 of 97

(iii) Has made a written, binding commitment with the prime contractor to pay for the
additional work within 30 days after the prime contractor submits a proper invoice for
the additional work to the CO; and

(iv) Gives written notice of the funding certification from the Chief Financial Officer
to the prime contractor;

Section 15.5.4.2 The Contractor is required to include in its
subcontracts a clause that requires the prime contractor to:

(i) Within 5 business days of receipt of the notice required under subparagraph
(A)(iv) of this paragraph, provide the Subcontractor with notice of the approved amount
to be paid to the Subcontractor based on the portion of the additional work to be completed
by the Subcontractor;

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

(ii) 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; and

Section 15.5.4.3 The Department, Contractor, prime contractor,
or a Subcontractor are prohibited from declaring another party
to the contract to be in default or assessing, claiming, or
pursuing damages for delays in the completion of the
construction due to the inability of the parties to agree on a price
for the additional work.

Section 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 DC government, including the prescriptions set forth
in District of Columbia 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 documents comprising the Agreement should be read as complementary,
Page 80 of 97

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 specific
identified exceptions, to require the Design -Builder to assume entire responsibility for
construction of the Project. If there is any inconsistency among the documents comprising the
Agreement, the order of precedence among them is as follows, with the first listed document
having the highest priority:

1. This Agreement and its Modifications, Change Orders, Change Directives and any Exhibits
thereto;

2. The Department’s Standard Contract Provisions (Construction Services), as amended, and
any missing term in this Agreement shall be addressed in accordance with the Standard
Contract Provisions; and

3. The Construction Documents released or approved by the Department.

Section 15.9 Independent Contractor.
In carrying out all its obligations under the Agreement, the Design-Builder shall be acting as an
independent contractor, and not as an employee or agent of the Department, or Joint Venture or
partner with the Department. The Design-Builder shall have exclusive authority to manage, direct,
and control the Work, and shall be responsible for all construction means, methods, techniques,
sequences, and procedures, as well as for the 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 successful
transmission, and if sent by recognized overnight carrier, the next business day.

Page 81 of 97

If to the Department: If to the Design-Builder:
Eric Njonjo Rodolfo Gonzalez
Acting Chief Procurement Officer President
Department of General Services SPD Contracting, Inc.
3924 Minnesota Avenue NE, 5th floor 2714 Georgia Avenue NW, Suite No. 203
Washington, DC 20019 Washington, DC 20001

This Section shall be read as imposing minimum requirements for distribution of required
contractual notices, and not as displacing distribution requirements with respect to design
documents, construction submittals, periodic reports, and other documents.

Section 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 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 rights and remedies
will be exercised at its sole discretion, and shall not be regarded as conferring any obligation
on the Department's to exercise those rights or remedies for the benefit of the 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 signed by both
the Department and the Design-Builder, unless otherwise expressly provided to the contrary
Page 82 of 97

in the Agreement. Notwithstanding the foregoing, nothing herein shall be construed to limit
the Department’s ability 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 Act.
The Department's obligations and responsibilities under the terms of the Agreement
and the Contract Documents are and shall remain subject to the provisions of (i) the federal Anti-
Deficiency Act, 31 U.S.C. §§1341, 1342, 1349, 1350, 1351, (ii) the D.C. Code 47-105, (iii) the
District of Columbia Anti Deficiency Act, D.C. Code §§ 47 -355.01 - 355.08, as the foregoing
statutes may be amended from time to time, and (iv) Section 446 of the District of Columbia
Home Rule Act. Neither the Agreement nor any of the Contract Documents shall constitute an
indebtedness of 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 Department has levied or
pledged any form of taxation. IN ACCORDANCE WITH § 446 OF THE HOME RULE
ACT, D.C. CODE § 1 -204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS
AUTHORIZED TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE
AGREEMENT OR CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN
APPROVED, IS LAWFULLY AVAILABLE AND APPROPRIATED BY ACT OF
CONGRESS.

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.

If it is found, after notice and hearing, by the Department that gratuities (in the form of
Page 83 of 97

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 respect 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: 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 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 15.25.2 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 15.26 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.

Section 15.27 Non-Discrimination in Employment Provisions.

Page 84 of 97

Section 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 subcont ractor 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 paragraphs 1
and 2 of Section 15.2 7.1(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.
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' representative 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
Page 85 of 97

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;
Require an employee affected by pregnancy, childbirth, related medical conditions, or
breastfeeding to accept an accommodation that the employee chooses not to accept if the
employee does not have a known limitation related to pregnancy, childbirth, related medical
conditions, or breastfeeding or the accommodation is not necessary for the employee to perform
her duties;
4. Require an employee to take leave if a reasonable accommodation can be provided;
or
5. 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
Page 86 of 97

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.

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

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:
Page 87 of 97

“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 Department to 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 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 Q,
pursuant to D.C. Official Code § 1-1161.01.

Section 15.31 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2-
222.01 et seq

Section 15.31.1 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 contract pursuant to the
nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement (NICRA). If a nonprofit
organization does not have an unexpired NICRA, the nonprofit organization may elect to instead
include in its rates its indirect costs:
1. As calculated using a de minimis rate of 10% of all direct costs under this contract;
2. By negotiating a new percentage indirect cost rate with the awarding agency;
3. As calculated with the same percentage indirect cost rate as the nonprofit organization
negotiated with any District agency within the past 2 years; however, a nonprofit organization may
request to renegotiate indirect costs rates in accordance with Section 15.31.2; 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 Unifor m Guidance, and certified in
writing by the certified public accountant.
Section 15.31.2 If this contract is funded by a federal agency, indirect costs shall be consistent with
Page 88 of 97

the requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations.

Section 15.31.3 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.

Page 89 of 97

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 th e Department. The
Department’s decision to terminate under this Section shall be made in the Department’s sole
and absolute judgment and shall not be subject to review by any reviewing body, including, but
not limited to, arbitrators appointed under this Agreement or any court of competent jurisdiction.

Section 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
Page 90 of 97

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 16.3.2 If the Department terminates the Agreement for default,
the Department will have the right to take over the Work, to accept
assignment of some or all Subcontracts or agreements with material
suppliers, to take possession of the Project, to take and use all tools,
equipment and supplies then being used in connection with the Work,
and to finish the Project by whatever method it deems expedient,
including accepting assignment of all outstanding Subcontracts and
Supply Agreements.

Section 16.4 Termination for Convenience.

The Department may, upon seven (7) calendar days written notice to the Design -
Builder, terminate the Contract in whole or specified part, for its convenience, for any reason
whether the Design-Builder is in breach of contract or not. The notice of termina tion shall state
the effective date of termination, the extent of the termination, and any specific instructions. The
termination for convenience that arises out of or under this Agreement shall be in accordance
with the terms of the Standard Contract Provisions.

Section 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.

Page 91 of 97

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 for the District of Columbia.

Page 92 of 97

Article 18 CHANGES IN THE WORK

Section 18.1 Changes Authorized.
In accordance with the Standard Contract Provisions (Construction 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 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, may
make changes to the Agreement. In particular, but without limitation, a written Change Directive
or Change Order executed by the Department is the only means by which changes may be made
to the Substantial or Final Completion Dates, the Design-Build Fee, or the GMP.

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 GMP should be adjusted to take the Change 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 GMP 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 GMP 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, 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 GMP shall be
limited to increased Cost of the Work due to the Change Directive. The Design-
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.

Page 93 of 97

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 Desig n-Builder shall use their good faith best efforts to
reach an agreement upon the modifications to the Substantial or Final Completion
Dates, and/or the GMP that are justified by the Change Directive. If the Department
and the Design -Builder reach 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 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 adjustments, if any, to the Substantial or Final
Completion Dates, the GMP, 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 Completion Dates, or the GMP 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
GMP 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 GMP 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 adjustment to the GMP 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 GMP in the following
cases:
Page 94 of 97

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 GMP or modifying the Substantial or Final Completion Dates to an earlier date) when
changes are effected, by Change Directive or otherwise, which will decrease the cost of
completing the Work or the time within which it can be completed.

Section 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 recreation center
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 30 days after Substantial Completion.

Section 18.9 Executed Change Orders Final.
The Design-Builder agrees that any Change Order 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
in question, whether a Change Directive, or a Change Event, or from any claimed cumulative
effect of changes made to the date of the Change Order, and that no further adjustments in
compensation or time shall be sought or made with respect to the Change Directive or the
Change Event giving rise to the Change Order. Although the Parties anticipate that most Change
Orders will not require an adjustment to the Cost of General Conditions, if the Work described
in a Change Order requires an increase or decrease in the 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 shall contain an increase to the
Design-Build Fee adjusting such amount. The cost of processing a Change Order shall not be
considered an event that will require an increase in the Lump Sum General Conditions Cost.

Page 95 of 97

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.

Page 96 of 97

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 (Construction Contracts and Architectural and Engineering Services).
Page 97 of 97

Article 20 – EXHIBITS

Exhibit A List of Design Documents
Exhibit B Project Schedule
Exhibit C Pre-Construction and Construction Phase Deliverable List
Exhibit D SBE Subcontracting Plan
Exhibit E EEO Policy Form
Exhibit F Key Personnel
Exhibit G Davis Bacon Act Wage Determination and 29 CFR
Exhibit H Design-Builder’s Designated Representative
Exhibit I Department’s Designated Representatives
Exhibit J1 Standard Contract Provisions (Construction Contract)
Exhibit J2 Standard Contract Provisions (Architectural & Engineering Services)
Exhibit K GMP Summary
Exhibit K1 Capital Cost vs Operating Cost Eligibility
Exhibit K2 List of Unit Prices and Allowances
Exhibit K3 List of Assumptions and Clarifications
Exhibit K4 Additive Alternates or Deductive Alternates
Exhibit L Form of Lein Waiver
Exhibit M First Source Employment Agreement and Plan
Exhibit N FF&E and Close-Out Deliverables
Exhibit O Subcontractor Performance Evaluation Form
Exhibit P 2025 Living Wage Act
Exhibit Q Campaign Finance Reform Act Self-Certification Form
Exhibit R Turnover Protocol
Exhibit S At-Risk Portion of Design-Build Fee

IN WITNESS WHEREOF, the Parties have executed this Agreement (DCAM-23-CS-RFP-
0011) through their duly authorized representatives as of the last date written below.

DEPARTMENT OF GENERAL SPD CONTRACTING INC.
SERVICES, an agency within the executive
branch of the Government of the District of Columbia

By: By:

Name:

Name:

Title:

Its:

Date:

Date:

Project Manager
6/10/2025
Piero Moral

EXHIBITS A TO S

EXHIBITS ARE ACCESSIBLE VIA THE LINK BELOW

Exhibits - DCAM-23-CS-RFP-0011