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MURIEL BOWSER
MAYOR
June 27, 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 §
2-352.01), enclosed for consideration and approval by the Council of the District of Columbia is
proposed contract No. DCAM-24-CS-RFP-0019 with Grunley Construction Company, Inc., in the
not-to-exceed amount of $67,338,900.00, which is inclusive of the Letter Contract amount of
$990,000. The not-to-exceed amount represents funding for the initial phase of constructing a new
District of Columbia Fire and Emergency Medical Services Department (“FEMS”) and Office of
the State Superintendent of Education (“OSSE”) Fleet Facility.
Under the proposed contract, Grunley Construction Company, Inc., will provide construction
services for a new FEMS and OSSE Fleet Facility under its agreement with the Department of
General Services (“DGS”).
My administration is available to discuss any questions you may have regarding this contract. In
order to facilitate a response to any questions you may have, please contact Delano Hunter,
Director, DGS, or have your staff contact Eric Njonjo, Acting Chief Procurement Officer, DGS,
at (202) 727-2800.
I look forward to the Council’s favorable consideration of this contract.Sincerely,
Muriel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
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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 the Construction of a new FEMS and OSSE Fleet Facility
(A) Contract Number: DCAM-24-CS-RFP-0019
Proposed Contractor: Grunley Construction Company, Inc.
Contractor’s Principals: Chip Scott, President
Letter Contract: $990,000.00
Proposed Contract Not-To-Exceed
(“NTE”) Increase Amount: $66,348,900.00
Aggregate Amount of Letter
Contract and Proposed Contract NTE: $67,338,900.00
Term of Contract: May 27, 2025 (date of execution of the Notice to Proceed
by the Department of General Services) through August
20, 2026 (“Substantial Completion Date”) with an
Administrative Term of January 17, 2027 for Phases A1,
A2, A3 and A4.
Type of Contract: Firm Fixed Price
Source Selection Method: 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.
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(C) The date on which the letter contract or emergency contract was executed:
A Letter Contract with Grunley Construction Company, Inc. (the “Contractor”) was executed by
the Department of General Services (the “Department” or “DGS”) on May 2, 2025 (the “Letter
Contract”).
(D) The number of times the letter contract or emergency contract has been extended:
The Letter Contract has been modified one (1) time via an administrative, no-cost modification
executed on May 27, 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 $990,000.00, which
represents the not-to-exceed (“NTE”) amount established by the Letter Contract.
(F) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:
The Contractor shall provide construction services for a new District of Columbia Fire and
Emergency Medical Services Department (“FEMS”) Fleet Maintenance Facility and Office of the
State Superintendent of Education (“OSSE”) Southwest Bus Terminal (the “FEMS and OSSE
Fleet Facility”). The new FEMS and OSSE Fleet Facility will be located at 6 DC Village Lane ,
SW, Washington, DC 20032 (the “Project”). The Contractor’s scope of work includes site
demolition, earthwork, backfill, aggregate piers, footings, foundations, below grade waterproofing,
under slab mechanical, under slab electrical, under slab plumbing, embeds (steel and equipment),
concrete footings and slab on grade for FEMS Fleet Maintenance and FEMS Ready Reserve
facilities. This scope is designated as Phase A4, which also includes an additional 60 calendar days
as negotiated with the Contractor.
(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:
The RFP was posted on the Department’s website on September 10, 2024, and a pre -proposal
conference was held on September 12, 2024, the first site visit was held on September 16, 2024,
and the second site visit was held on September 23, 2024. The Proposal Due Date was originally
set for November 11, 2024, but was extended to January 10, 2025.
There were eighteen (18) Addenda issued to this RFP:
Addendum #1 Issued on September 17, 2024
• Provided the attendance sheet for the virtual pre-bid conference held on September 12th,
2024, at 10:00 A.M.
• Deleted Part 11- Attachments, the Attachment T-Archaeological Assessment Work Plan
3
from the RFP.
• Deleted Part 2- Project Requirements, 2.0 Scope of Work, subsection 33 from the RFP.
• Replaced Attachment A – Drawings and Specifications with Attachment A – Drawings
and Specifications 2.
• Provided the attendance sheet for the first site visit at 6 DC Village Lane SW,
Washington, DC 20032 held on September 16, 2024, at 9:30 A.M.
Addendum #2 Issued on September 19, 2024
• Replaced Attachment A- Drawings and Specifications 2 with Attachment A - Drawings
and Specifications 3.
Addendum #3 Issued on September 23, 2024
• Revised PART 1 – Project Introduction and Instructions for Offerors, 1.3 Completion
Date of the RFP.
• Provided the attendance sheet for the second site visit at 6 DC Village Lane SW,
Washington, DC 20032 held on September 23, 2024, at 9:30 A.M.
Addendum #4 Issued on September 23, 2024
• Revised the Proposal Due Date to November 12, 2024 at 4:00 P.M.
Addendum #5 Issued on October 11, 2024
• Extended the Questions' Due Date to Friday, October 18, 2024 at 4:00 pm.
Addendum #6 Issued on October 17, 2024
• Extended the Questions' Due Date to Friday, October 25, 2024 at 4:00 pm.
Addendum #7 Issued on October 25, 2024
• Extended the Questions' Due Date to Friday, November 1, 2024 at 4:00 pm.
Addendum #8 Issued on November 1, 2024
• Extended the Proposal Due Date to Wednesday, December 11, 2024 at 4:00 P.M.
Addendum #9 Issued on November 5, 2024
• Incorporated Attachment T - Certification to provide PLA into the RFP.
Addendum #10 Issued on December 3, 2024
• Replaced Attachment E - Davis-Bacon Wage Det and 29 CFR 5.5 with Attachment E –
Davis-Bacon Wage Det and 29 CFR 5.5 Version2
• Incorporated the Davis-Bacon Wage Determination, General Decision Number
DC20240001for Heavy and Highway Construction.
4
Addendum #11 Issued on December 3, 2024
• Extended the Proposal Due Date to Monday, December 23, 2024 at 4:00 P.M.
• Extended the Question Due Date to Friday, December 6, 2024 at 4:00 P.M.
Addendum #12 Issued on December 6, 2024
• Incorporated Attachment W - Pre-Bid RFI Coordination and Sketches in in the
solicitation.
Addendum #13 Issued on December 10, 2024
• Extended the Proposal Due Date to Monday, January 6, 2025 at 4:00 P.M.
Addendum #14 Issued on December 12, 2024
• Revised the response to question 159 in the “Question & Answer” addendum.
• Incorporated the Questions and Answers in the procurement portal into this RFP
Addendum #15 Issued on December 18, 2024
• Provided clarification to Section 2.5.4 Security Requirements at the Site during
Construction of the RFP. Revised the response to question 159 of addendum No.14.
• Replaced Attachment W – Pre-Bid RFI Coordination and Sketches with Attachment W –
Pre-Bid RFI Coordination and Sketches V2.
Addendum #16 Issued on December 20, 2024
• Deleted Attachment U1 - FEMS Logistics Building Furniture and Equipment List.
• Request Offerors to provide Furniture and Equipment price breakout on an Excel
Spreadsheet.
• Deleted Attachment U2 - FEMS Fleet Maintenance, Heated Storage and Ready Reserve
Equipment List. Requested Offerors to provide Furniture and Equipment price breakout
on an Excel Spreadsheet.
• Provided a revised Section 2.2.7 Schedule of Alternates of the RFP.
• Provided a revised Attachment B – Form of Offer Letter and Bid Form 12.19.24
Addendum #17 Issued on December 27, 2024
• Provided a revised Attachment B – Form of Offer Letter and Bid Form 12.26.24
• Provided a revised Section 2.2.7 Schedule of Alternates of the RFP.
Addendum #18 Issued on January 6, 2025
• Extended the Proposal Due Date to Friday, January 10, 2025, at 4:00 P.M.
Proposal Submission:
5
On the Proposal due date, January 10, 2025, the three (3) firms collectively, the "Offerors" and
each individually, an ("Offeror") submitted proposals, including the Contractor.
Failure to meet the Solicitation Requirements:
When applying 27 DCMR § 4704 and Section 2.14 of the RFP, one (1) Offeror failed to meet the
requirements of the RFP; therefore, the proposal was deemed non-responsive and thereby removed
from further consideration for the contract award.
Proposals Evaluations Process:
Proposals were examined to determine whether they met all the requirements of the RFP.
Proposals were then scored on a scale of zero (0) to one hundred and twelve (112) points. The
(112) points include eighty (80) points for the technical criteria, twenty (20) points for pricing,
and up to twelve (12)points based on the Offeror’s status as a CBE.
The Contracting Officer (“CO”) determined the Contractor’s proposal was the highest technically
ranked offer; in accordance with 27 DCMR § 4721, the CO then negotiated with the Contractor.
It was further determined that the negotiated proposal offered by the Contractor was the most
advantageous to the District. Therefore, the Construction of a new FEMS and OSSE Fleet Facility
was awarded to the Contractor.
Contract Award:
On April 8, 2025, the Department issued a Notice of Award to the Contractor as such award was
determined to be most advantageous to the District.
(H) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
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:
Description Contract number Agency
Dorothy Heights Elementary
School Renovation and Addition
(GCS SIGAL - Grunley Joint
Venture)
DCAM-21-CS-RFP-
0010
Department
of General
Services
6
(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 full-service, award-winning construction firm with expertise in high- profile,
complex projects for both public and private sector customers, founded in 1955. The Contractor
has experience in building new facilities as well as additions, renovations, restorations and
modernizations of large-scale commercial, institutional and government buildings. The Contractor
is a recognized provider of construction services within the Washington, DC area. The Contractor
has completed the following projects: (1) USG Distribution Center Complex valued at $271.1
million in 2024 (2) NFATC Building B valued at $113.1 million in 2022.
(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 Department of Small and Local Business Development (“DSLBD”) has a required
subcontracting percentage of 35%. The Contractor has provided a compliant Subcontracting
Plan containing the following:
Contract Dollar Value : $114,779,900.00
Subcontracting Requirement %: 35% of the Contract Value
Subcontracting Plan Required Dollar Value: $40,172,965.00
Subcontracting Plan Actual Dollar Value: $40,172,965.00
(L) Performance standards and the expected outcome of the proposed contract:
The Contractor is required to provide construction services for the Project . 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 and the Standard Contract
Provisions for use with District of Columbia Government’s Construction Services 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 May 2, 2025, provides for an initial NTE
amount of $990,000, which represents the total expenditure of funds authorized to date.
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(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 the Department’s budget and that adequate funds are available in the Department’s
budget in accordance with D.C. Official Code §§ 47-392.01 and 47-392.02. The applicable Fiscal
Sufficiency certification accompanies this Council Package.
(O) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
The proposed Contract ha s been deemed legally sufficient by the Department’s Office of the
General Counsel and the Contractor does not appear to have any current pending legal claims
against the District.
(P) A certification that the Citywide Clean Hands database indicates that the proposed
contractor is current with its District taxes. If the Citywide Clean Hands Database indicates
that the proposed contractor is not current with its District taxes, either: (1) a certification
that the contractor has worked out and is current with a payment schedule approved by the
District; or (2) a certification that the contractor will be current with its District taxes after
the District recovers any outstanding debt as provided under D.C. Official Code § 2-
353.01(b):
The Citywide Clean Hands database indicates that the Contractor is in compliance with the
Government of the District of Columbia tax laws and regulations. The applicable Clean Hands
certification for the Contractor accompanies this Council Package.
(Q) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government:
The Contractor has certified that it is current with its federal taxes.
(R) 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.:
The Contractor is not a Certified Business Enterprise.
(S) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
None.
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(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 and any modifications will be posted on the Department’s website.
(W) Where the original solicitation, and any amendments or modifications, will be made
available online:
The Department’s original Request for Proposals solicitation was posted on the DGS web site and
can be accessed at Department of General Services (DGS), DC Procurement Portal.
(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:
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.
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GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Memorandum
To: Delano Hunter
Director, Department of General Services
F
rom: Antoinette Hudson - Beckham
Agency Fiscal Officer
R
eference: Proposed Contract No. DCAM-24-CS-RFP-0019, Construction of a new FEMS and
OSSE Fleet Facility
Date: June 20, 2025
Subject: Fiscal Sufficiency Review
In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”), I hereby
state that the proposed Contract No. DCAM-24-CS-RFP-0019 with Grunley Construction Company Inc, to
provide Construction Services for a new FEMS and OSSE Fleet Facility in the amount of $66,348,900.00 is
consistent with the Department’s current budget and that adequate funds are available in the budget for
expenditure..
P
er the Department’s Contracts & Procurement (C&P) Division, a Letter Contract was issued on May 2, 2025,
with a not-to-exceed amount of $990,000.00. If the proposed modification is approved, the contract will
increase the not -to-exceed amount for capital eligible items from $9 90,000.00 by $66,348,900.00 to
$67,338,900.00 ($66,348,900.00 + $990,000.00).
While funding in the amount o f $66,348,900.00 is being approved for capital-e ligible items only, there is
an ineligible amount of $309,674.00 listed in Exhibit H of the con tract mo dification. See th e operating
column and associated items. These items are in eligible for capital expenditure, per the District Capital
Guidelines. The goods/services are needed in FY2 026. Th ere sho uld be n o purchases, commitments and
expenditures for these items, until operating funds are available, via a purchase order for the same amount of
$309,674.00. The agency will submit a reverse capital paygo to operating reprogramming for approval in the
fiscal year that the goods/services are needed to fund the ineligible items.
T
he Department of General Services (DGS – Implementing AGY) has $66,348,900.00 in the District of
Columbia Fire and Emergency Medical Services (FEMS -Owner AGY) cumulative capital budget allotment
balance.
The DIFS/PASS information follows.
Project Name Project
Number
AY Fund
Detail
Imp.
Agency
Owner
Agency
RK/PO Amount Comments
100052
(AM0.FMF01C.FL
EET
MAINTENANCE
100052 N/A 3030300 AM0 FEMS PO725404 $990,000.00 Letter Contract
100052
(AM0.FMF01C.FL
EET
MAINTENANCE
100052 N/A 3030300 AM0 FEMS RK302029 $66,039,226.00 Capital eligible Part
of Proposed
66,348,900.00
100052
(AM0.FMF01C.FL
EET
MAINTENANCE
RESERVE
FACILITY)
100052 N/A 3030300 AM0 FEMS RK305654 $309,674.00 Ineligible Part of
Proposed
66,348,900.00(A
reverse capital
paygo to operating
reprogramming
will be submitted
for approval in
FY2026 to fund)
$67,338,900.00
____________________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Service
for AHB
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
______________________________________________________________________________
Page 1 of 1
Memorandum
TO: Tomás Talamante
Director, Office of Policy and Legislative Affairs
FROM: Kristen Walp
Senior Assistant General Counsel
SUBJECT: Legal Sufficiency Certification
Construction Services for a new FEMS and OSSE Fleet Facility
Contract Number: DCAM-24-CS-RFP-0019
Contractor: Grunley Construction Company Inc.
DATE: June 11, 2025
_____________________________________________________________________________
This is to certify that this Office has reviewed the above -referenced proposed Contract and
has found it to be legally sufficient, subject to submission of: (i) any required materials 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
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES.
Weare
UILD= ew %ES)wanran EeSUSTAN aa
Contracts & Procurement Division
VIA ELECTRONIC MAIL ONLY
May 1,2025
Chip Scott,
President,
GrunleyConstructionCompanyInc.
15020 Shady Grove Road, Suite 500,
Rockville,MD 20850:
Reference: Request forProposals (“RFP”) No. DCAM-24-CS-RFP-0019
Construction ofa new FEMS and OSSE FleetFacility
Subject: Notice to Proceed and Letter Contract
Dear Mr. Scott,
We refertotheproposalsubmittedbyGrunleyConstructionCompanyInc.(the“Contractor”)in
responsetotheabove-referencedRFP.We arepleasedtoinformyouthatthisworkhasbeenawardedtoGrunleyConstructionCompanyInc.andifthislettercontract(“LetterContract”)issignedbytheContractorwithoutmodificationofanykind,itwillserveasanoticetoproceedwiththeworkdescribedbelow.Thisnoticetoproceedissubjecttothefollowingterms:
i, LetterContract.Thisisa LetterContractbetweentheContractorand theDistrictof
Columbia Government, actingby and throughitsDepartment of General Services(“DGS” or the
“Department”),and shallgovern our relationshipuntilsuch time asafinal contractisenteredinto
for the work describedin the above-referencedRFP (the“DefinitizedContract”);provided,
however,thattotheextentan issueisnotcoveredinthisLetterContract,theRFP shallgovern.
Once the DefinitizedContractis executed by an authorizedContractingOfficer,thisLetter
Contractshallautomaticallybeincorporatedintoandshallmergeintoandbesupersededbythe
DefinitizedContract.
2. Scope of Work. The ContractorshallprovideConstructionServicesfora new FEMS and
OSSE FleetFacility,locatedat6 DC VillageLane SW, Washington,DC 20032 (the“Project”)as
describedintheContractor’sProposaldated April18,2025, submittedinresponsetothesubject
RFP. The Schedule of Values isattachedto thisLetterContractas ExhibitA.
3. Deliverables.Inconnectionwith theservicesprovidedpursuanttothisLetterContract,the
Contractorshallprovide,ata minimum, theapplicabledeliverablesExhibitC inaccordance
with therequirementsintheRFP ,theScheduleof Values attachedtothisLetterContract
Es
asExhibitA,andFormofContracttotheDepartment'sProgramManagerandinthereferencedinstancestotheContractingOfficer.
IntheeventthattheContractorfailstotimelysubmitanysuchdeliverable,theContractorshallpaytotheDepartmentadisincentivefeeintheamountofSevenThousandFiveHundredDollars
($7,500.00)plusFiveHundredDollars($500.00)perdayafterreceivingwrittennoticefromtheContractingOfficeroffailuretosubmiteachdeliverable.ThisremedyiscumulativeanddoesnotlimitanyotherrightorremedyoftheDepartmentunderthecontractorapplicableDistrictlaw.
4, NottoExceedAmount,Thelimitofthisauthorizationisupto$990,000.00(“NottoExceed”amountor“NTE”),including$15,000forInsuranceBurdenandaportionofthePaymentandPerformanceBonds,asfurtherdescribedintheScheduleoftheValuesExhibitA.InnoeventshalltheContractorbeentitledtoreceivemorethantheNTEunderthisLetterContractunlessauthorizedinadvanceandinwritingbyadulyauthorizedContractingOfficer.ThisNTEincludes
allcostsincurredbytheContractorinconnectionwiththeworkauthorizedhereby.
5. Insurance.AtalltimeswhileworkingunderthisLetterContract,theContractorshallmaintaininsuranceasdescribedintheRFP.AllsuchpoliciesshallbeendorsedtoaddtheDistrictof Columbia,including,butnotlimitedto,itsDepartmentofGeneralServices,andtherespective
agents,employees,andofficesofeachasadditionalinsureds.TheContractormusthaveacertificateofinsurance(ExhibitJ)andmaintaininsuranceforalloftheirsubcontractorsas
describedintheRFP.
6. Duration,OncesignedbytheContractor,theLetterContractwillbecomeeffectiveonthedatetheLetterContractisexecutedbytheDepartment.ThisLetterContractwillterminateontheearliertooccurofthefollowing:(i)thedatetheDefinitizedContractbecomeseffective;or
(ii)July31,2025,DGSreservestherighttoterminatethisLetterContract,inwholeorspecifiedpart,forconvenienceinthemannerdescribedinArticle5andArticle6oftheDistrictofColumbiaDepartmentofGeneralServicesStandardContractProvisionsGeneralProvisionsforConstruction
ContractsExhibitB.
7. Billing.AllinvoicesshallbesubmitteddirectlytotheDepartmentattheaddressspecifiedintheRFP.PurchaseOrdernumbersshouldbeincludedinallfutureinvoicesandaccounting
records.Properlypreparedinvoiceswiththenecessarybackupshallbepaidwithinthirty(30)daysofreceipt.InvoicesnotpaidbythatdateshallbearinterestinaccordancewiththeQuickPayment
Act.
8. Key Personnel.To carry out itsduties,the Contractorshallprovide at leastthe key
personnelidentifiedin Exhibit F (“Key Personnel”),who shallcarryout thefunctionsidentified
in ExhibitF. Among otherthings,theKey Personnelshallinclude:
() ProjectManager;(ii) Superintendent;and(iii)ProjectExecutive.
‘3924MinnesotaAvenueNE,5"FloorWashingtonDC20019|Telephone(202)727.2800| Fax(202)727-7283E S
ItiscontemplatedthattheseKeyPersonnelwillworkfromtheplanningstage,purchasingand
throughoutthebulkofthe fieldwork.TheContractor’sobligationtoprovideadequatestaffingis
notlimitedtoprovidingtheKeyPersonnelbutisdeterminedbytheneedsoftheProject.Ifany of
theKey Personnelbecomes unavailabletoperform servicesinconnectionwiththeLetterContract
due todeath,disability,or separationfrom theemploymentofthe Contractoror any affiliateofthe
Contractor,thentheContractorshallpromptlynotifytheDepartment’sContractingOfficerand
proposeareplacementacceptabletotheDepartment.TheDepartmentshallbeentitledtocomplete
informationbeforeapprovingsuchreplacement.CertainmembersoftheContractor’sKey
PersonnelshallbesubjecttoareplacementfeefortheirremovalorreassignmentbytheContractor.
Ifthe Contractorreplacesone of the key personnellistedin Exhibit F as being subjectto a
replacementfee,withoutthepriorwrittenconsentof theDepartment,thentheContractorshallpay
theDepartment $25,000 foreach replacementas a replacementfeeand nota penalty,toreimburse
theDepartmentforitsadministrativecostsarisingfromtheContractor'sfailuretoprovidetheKey
Personnel.Theforegoingreplacementfeeamountshallnotbarrecoveryofanyotherdamages,
costs,orexpensesotherthantheDepartment’sinternaladministrativecosts.
9. ProjectTeam.TheContractorshallutilizetheDepartment’scurrentprojectmanagement
sofiware,ProjectTeam,tosubmitanyandallprojectdocumentationrequiredtobeprovidedbythe
Contractorfor the Project,including,but not limitedto: (i)requestsfor information;(ii)
submittals;(iii)meetingminutes;(iv)invoices/applicationsforpayment(fullpackageincluding
allformsrequiredbyDGS);(v)certifiedpayrolls(inadditiontouploadviaLCP Tracker);(vi)
AnySubmissionsthatrequireapprovalbytheCounciloftheDistrictofColumbia;(vii)punchlist;
and(viii)otherprojectdocumentsasmaybedesignatedbytheDepartment.
ElectronicstorageandtransmissionofinformationviaProjectTeamsystemshallbecompliantwiththeprovisionsoftheDocumentSecuritysectionoftheseGeneralRequirements.
10. InvoiceSubmittal,TheContractorshallcreateandsubmitpaymentrequestsinanelectronicformatthroughtheDCVendorPortal,hitps://vendorportal.de.gov.TheContractorshall
submitproperinvoicesonamonthlybasis.Toconstituteaproperinvoice,theContractorshallenterallrequiredinformationintothePortalafterselectingtheapplicablepurchaseordernumberwhichislistedontheContractor’sprofile.Properlypreparedinvoiceswiththenecessarybackupshallbepaidwithinthirty(30)daysofreceipt.InvoicesnotpaidbythatdateshallbearinterestinaccordancewiththeQuickPaymentAct.Forassistancewiththeregistrationprocesscall(202)
741-5200orvisithttp://vendorportal.de.govtosubmitaninquiry.
11. PurchaseOrder Number. This LetterContractwillbecome effectiveon thedatetheLetter
Contractisexecutedby theDepartment.The Department’sContracting& Procurement Division
willissueapurchaseordernumberandwillbesentinaseparatecover.Thatnumbershouldbe
includedin allfutureinvoicesand accountingrecords. In the event thatyou do not obtaina
purchaseordernumber, pleasecontactMakia Efimba at makia.efimba@dc.gov directlytoobtain
thisnumber.
3924MinnesotaAvenueNE,5 FloorWashingtonDC20019|Telephone(202)727.2800|Fax(202)727-7283ESS
12. OwnershipandUseofDocuments,AlldocumentsandworkproductspreparedbytheContractorshallbecomethepropertyoftheDepartmentuponthepaymentofinvoicessubmitted
under theLetterContract.
13. TradeWork/SiteControl.UnlessotherwisedirectedbytheDepartment,theContractorshallnotperformanytradeworkortakecontrolofthesite.TheContractorshallprovidetheDepartment'sContractingOfficerwithcertificatesevidencinginsurance,a paymentandperformancebondhavingapenalvalueequaltoorabovethethenvalueoftheLetterContract.In
theeventtheContractorfailstoprovidetheDepartmentwithsuchcertificatesofinsurance,theagreementforindemnityorbond,theDepartmentmaywithholdanysubsequentpaymentuntil
suchdocumentsareprovided.
14, EntireAgreement;Modification.ThisLetterContract,alongwiththeStandardContract
Provisions(ExhibitB — ConstructionServices),supersedeallcontemporaneousorpriornegotiations,representations,courseof‘dealing,oragreements,eitherwrittenororal.NomodificationstothisLetterContractshallbeeffectiveagainsttheDepartmentandunlessmadeinwritingandsignedbytheDepartment.NotwithstandingtheprovisionsofthisSection14,nothinghereinshalllimittheDepartment'sabilitytounilaterallymodifythisLetterContract.
15. Davis Bacon Act Wage Determinationand Title29 CFR Part5.5Davis Bacon Provision.
The Contractoragreesthatthework performed under thisLetterContractshallbe subjectto the
Davis Bacon Wage DeterminationAct (40 U.S.C. §§ 3142-3148) ExhibitD1 and Title29 Code
of FederalRegulations(“CFR”) part5.5Davis Bacon ProvisionExhibitD2 ineffectatthetime
of LetterContractexecutionby theDepartment.
16. Living Wage Act. The Contractoragrees thatthe work performed under thisLetter
Contractshallbe subjecttotheLivingWage Act ineffectatthetime of LetterContractexecution
bytheDepartment.As such,theContractoranditssubcontractorsshallcomplywiththewage
reportingrequirementsimposedbytheactasoutlinedinExhibitG.
17.PerformanceAndPaymentBonds.TheContractoragreestoposta paymentandperformancebondhavingapenalvalueequaltoorabovetheAgreementamountatthetimetheAgreementis
executed.(ExhibitE).
18. Campaign FinanceReform Act. Beforetheexecutionof this Contract,theContractorshall
complete and submit to the Department a completed Campaign Finance Reform Act Self-
CertificationForm, ExhibitI, pursuanttoD.C. OfficialCode § 1-1161.01.
19. NonprofitFairCompensation Actof 2020, D.C. Code § 2-222.01etseq.
19.1Nonprofitorganizations,asdefinedintheAct,shallincludeintheirratestheindirectcostsincurredintheprovisionofgoodsorperformanceofservicesunderthiscontractpursuanttothenonprofitorganization'sunexpiredNegotiatedIndirectCostRateAgreement(NICRA).IfanonprofitorganizationdoesnothaveanunexpiredNICRA,thenonprofitorganizationmayelect
toinsteadincludeinitsratesitsindirectcosts:
‘3924MinnesotaAvenueNE,5"FloorWashingtonDC20019|Telephone(202)727.2800|Fax(202)727-7283 Ee S=
(1)As calculatedusinga de minimis rateof 10% of alldirectcostsunder thiscontract;
(2)Bynegotiatinganewpercentageindirectcostratewiththeawardingagency;
(3)As calculatedwiththesamepercentageindirectcostrateasthenonprofitorganization
negotiatedwithanyDistrictagencywithinthepast2years;however,anonprofitorganization
mayrequesttorenegotiateindirectcostsratesinaccordancewithSection19.2;or
(4)As calculatedwithapercentagerateandbaseamount,determinedbyacertifiedpublic
accountant,as defined in the Act, using the nonprofitorganization'saudited financial
statementsfrom the immediately preceding fiscalyear, pursuant to the OMB Uniform
Guidance,and certifiedinwritingby thecertifiedpublicaccountant.
19.2.Ifthiscontractisfundedbyafederalagency,indirectcostsshallbeconsistentwiththerequirementsforpass-throughentitiesin2C.F.R.§200.331,oranysuccessorregulations.
19.3TheContractorshallpayitssubcontractorswhicharenonprofitorganizationsthesameindirectcostratesasthenonprofitorganizationsubcontractorswouldhavereceivedasaprime
contractor.
20. Equal Employment Opportunityand HiringofDistrictResidents.
TheContractorshallcomplywithapplicablelaws,regulations,andspecialrequirementsoftheContractDocumentsregardingequalemploymentopportunityandaffirmativeactionprograms.InaccordancewiththeDistrictofColumbiaAdministrativeIssuanceSystem,Mayor'sOrder85-85
datedJune10,1985.ExhibitH.
21.FirstSource Employment of DC Residents.
The Contractorshallcomply with the FirstSource requirementsof the Districtof Columbia
Department of Employment Services ("DOES"), FirstSource Agreement (Exhibit K), before
beginningwork.
22.SBESubcontractingRequirements.TheContractorshallcomplywithapplicablelaws,regulations,andspecialrequirementsofthe
ContractDocumentsregardingMandatorySubcontractingrequirementsoftheDepartmentof
Smalland LocalBusinessDevelopment (“DSLBD”). UnlesstheDirectorof DSLBD hasapproved
a waiver in writinginaccordancewith D.C. OfficialCode § 2-218.51,forallcontractsinexcess
of $250,000,for allcontractsin excess of $250,000,at least35% of the dollarvolume of the
contractshallbe subcontractedto SBEs. The Contractorisrequiredto submit a subcontracting
plan (ExhibitL) forat least35% of the dollarvolume of thecontractin accordancewith D.C.
OfficialCode § 2-218.46.
23. ProjectLabor Agreement. The Contractorshallbe requiredto negotiatea ProjectLabor
Agreement with the Baltimore-DC Metro Buildingand ConstructionTrades Council and local
union entities(the“Unions”),with thegoalof promoting timely,safe,and cost-effectivedelivery
oftheProject.WhiletheDepartmentshallnotbeasignatorytotheProjectLaborAgreement,the
finallanguageoftheProjectLaborAgreementshallbesubjecttoreviewandcommentbythe
Department.The Department expectsthattheContractorshall,upon receiptof a noticetoproceed,
‘atonceengageinnegotiationswiththeUnionswiththegoaloffinalizinga ProjectLabor
‘3924MinnesotaAvenueNE,5"FloorWashingtonDC20019|Telephone(202)727.2800|Fax(202)727-7283 ESS
5/2/25
Kianna Shepherd
5/27/25
Kianna Shepherd
(Continuation)
ModificationofContract PageofPagos
DCAM-24-08-RFP.0019 ModificationNo.1 2012
4.ContractRecap
NoticetoProceedandLetterContactExecutedonMay2,2025 $900,000.00,NotoExceedAmount
MocificationNo.1 Administrative:ChangesinSeton13. $0.00
TotalContractAmount non —
CONSTRUCTION SERVICES AGREEMENT
CONSTRUCTION OF A NEW FEMS AND OSSE FLEET FACILITY
BY AND BETWEEN
THE DEPARTMENT OF GENERAL SERVICES
AND
GRUNLEY CONSTRUCTION COMPANY INC.
CONTRACT NUMBER: DCAM-24-CS-RFP-0019
1
PROJECT INFORMATION
PROJECT SUMMARY
1. Project Name: Construction of a new FEMS and OSSE Fleet
Facility
2. Project Address: 6 DC Village Lane SW, Washington, DC 20032
3. Agreement Type: Construction Services with Lump Sum Price
4. Client Agency/Agencies: Fire and Emergency Medical Services (“FEMS”)
and Office of the State Superintendent of
Education (“OSSE”)
5. Contractor: Grunley Construction Company, Inc.
6. Agreement Amount:
i. Lump Sum Price:
Contract Not-to-Exceed ( “NTE”)
Value:
$114,779,900.00
$67,338,900.00
ii. Capital Ineligible Amount ( Exhibit
H)
$309,674.00
7. Disincentive Fee for Failure to
Timely Submit Deliverables
$1,000 plus $500 per day
8. Liquidated Damages for Delay in
Substantial Completion:
$5,000/day
9. Substantial Completion Date: • August 20, 2026 (New OSSE Parking, OSSE
Administrative Building, FEMS and OSSE Fuel
Station, Phases A1, A2, A3 and A4)
• May 12, 2028 (New FEMS Fleet Maintenance,
Heated Storage, Ready Reserve Facility and
New FEMS Logistics Warehouse Facility and
Parking, Phases B1 and B2)
2
10. Final Completion Date: • October 19, 2026 (New OSSE Parking, OSSE
Administrative Building, FEMS and OSSE Fuel
Station, Phases A1, A2, A3 and A4)
• July 11, 2028 (New FEMS Fleet Maintenance,
Heated Storage, Ready Reserve Facility and
New FEMS Logistics Warehouse Facility and
Parking, Phases B1 and B2)
11. Administrative Term Expiration
Date:
• January 17, 2027 (New OSSE Parking, OSSE
Administrative Building, FEMS and OSSE Fuel
Station, Phases A1, A2, A3 and A4)
• October 9, 2028 (New FEMS Fleet
Maintenance, Heated Storage, Ready Reserve
Facility and New FEMS Logistics Warehouse
Facility and Parking, Phases B1 and B2)
12. Key Personnel Replacement Fee $25,000 per reassignment
13. Letter Contract:
i. Period of Performance: May 2, 2025, through execution of the Contract
ii. Letter Contract NTE Amount: $990,000.00
1
CONSTRUCTION SERVICES AGREEMENT FOR
CONSTRUCTION OF A NEW FEMS & OSSE FLEET FACILITY
DCAM-24-CS-RFP-0019
THIS AGREEMENT (“Agreement” or “Contract” ) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF
GENERAL SERVICES (the “Department”) and Grunley Construction Company , Inc., duly
organized under the laws of the State of Maryland and with a place of business at 15020 Shady
Grove Road, Suite 500, Rockville, MD 20850 (the “Contractor”, and collectively with the
Department, the “Parties”).
RECITALS
WHEREAS, the Department issued a request for proposals dated September 10, 2024 (the
“RFP”) to engage a contractor to provide construction services for the Construction of new Fire
and Emergency Services (“FEMS”) and Office of the State Superintendent of Education (“OSSE”)
Southwest Bus Terminal (the “FEMS and OSSE Fleet Facility”) (the “Project”), located at 6 DC
Village Lane SW, Washington, DC 20032;
WHEREAS, the Department desires that the Project be substantially complete no later than
August 20, 2026 for Phases A1, A2 and A3, and May 12, 2028 for Phases B1 and B2 ;
WHEREAS, the Department desires that the Project achieve final completion no later than
October 19, 2026 for Phases A1, A2 and A3, and July 11, 2028 for Phases B1 and B2 ;
WHEREAS, the Department desires that the Project be administratively complete no later
than January 17, 2027 for Phases A1, A2 and A3, and October 9, 2028 for Phases B1 and B2;
WHEREAS, the Contractor submitted a proposal entitled Construction Services for
Construction of a new Fire and Emergency Medical Services (“ FEMS”) and Office of the State
Superintendent of Education (“ OSSE”) Fleet Facility dated March 19, 2025, to provide
construction services for the Project;
WHEREAS, on May 2, 2025, the Department and the Contractor entered into a Letter
Contract;
WHEREAS, the Department wishes to retain the Contractor to provide construction
services for the Project. The Project is to include pre construction services and construction
services;
WHEREAS, the Contractor wishes to provide the preconstruction and construction and
2
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 engaged Alphate c PC (the “Architect ,”
“Architect/Engineer,” or “A/E”) pursuant to a separate contract (the “Design Contract”) to provide
design, planning, architectural and engineering services in order to construct the Project and the
Architect has advanced the design of the Project to the development of the Drawings and
Specifications; and
WHEREAS, the Department will remain in contract with the Architect /Engineer and will
manage the Design Contract for the duration of the Project. The Contractor will, however, be
required to coordinate with the Architect/Engineer.
WHEREAS, on April 8, 2025, the Department issued a Notice of Award to the Contractor.
NOW, THEREFORE, the Department and the Contractor, for the consideration set forth
herein, mutually agree as follows.
3
DEFINITIONS
Section 1.1. Agreement.
The term “Agreement” shall mean this entire, integrated agreement between the Department
and the Contractor with respect to the Project, consisting of this document and the Exhibits thereto,
including but not limited to the Standard Contract Provisions (“SCP”) , the Construction
Documents released for the Contractor ’s use, and any Change Orders or Change Directives that
have been executed by the Department.
Section 1.2. Client Agency.
The governmental or quasi-governmental entity represented by the Department, requesting
the Project. The client agency is the Fire and Emergency Medical Services (“FEMS”) and Office
of the State Superintendent of Education (“OSSE”) (“FEMS and OSSE” or “Client Agency”).
Section 1.3. Construction Documents.
The final Drawings and Specifications, as prepared, sealed by the Architect’s design
professional in accordance with the law, and issued by the Contractor for the purpose of obtaining
bids from potential trade subcontractors and material suppliers for use in constructing the Project.
Section 1.4. Services.
The services to be provided pursuant to the Agreement which shall include the
Preconstruction Phase Services and the Construction Phase Services.
Section 1.5. Preconstruction Services.
In order to ensure that the Project is completed in an efficient and timely manner, the Contractor
shall be required to complete certain preconstruction activities prior to mobilizing to the Project site
and commencing work.
Section 1.6. Construction Services.
Services provided throughout the construction phase during which the Contractor shall carry
out the bulk of the construction for the Project.
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 Contractor, including any modifications
or changes thereof, the Drawings and Specifications, and any addenda issued thereto.
Section 1.8. 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.
4
Section 1.9. Substantial Completion Date.
For purposes of this requirement, the term “Substantially Complete” shall mean that all of
the following have occurred: (1) the work has been completed with only minor punchlist items
remaining to be completed; (2) any and all required permits or approvals related to the work have
been obtained; (3) all operating and maintenance manuals, training videotapes and warranties
required by the Contract have been delivered to the Department; (4) any supplemental training
session required by the Contract for operating or maintenance personnel have been completed; (5)
all clean-up required by the Contract has been completed; and (6) the Project is ready for the
Department to use it for its intended purpose. “Minor punchlist items” are defined for this purpose
as items that, in the aggregate, can be completed within sixty (60) days without interfering with
the Department's normal use of the Project.
Section 1.10. Final Completion.
The point at which Substantial Completion has been achieved, all punch list items noted at
Substantial Completion have been completed with the Department’s approval and sign-off and all
documents the Contractor is required to deliver to the Department as a condition to receiving final
payment have been delivered. These may include, as applicable, but are not limited to, a final
Certificate of Occupancy for the Project from the District of Columbia, and final lien releases from
the Contractor and Subcontractors and material suppliers. Contractor shall cause all
representations, warranties, and guarantees to be honored, and otherwise fulfill all the requirements
set forth in the Contract.
Section 1.11. Administrative Term.
The Contract shall have an administrative term (the “Administrative Term”) that runs from
the effective date of the Notice to Proceed to the later of the Administrative Term Expiration Date.
The Administrative Term is established for the sole purpose of permitting the Department’s Office
of the Chief Financial Officer to process payments in the event any payments become due. The
Administrative Term is not an extension of the Substantial or Final Completion Dates, and nothing
herein shall be construed to ext end the Substantial and Final Completion Dates or, limit the
Department’s ability to assess liquidated damages thereon.
Section 1.12. 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 1.13. Notice to Proceed.
A written notice to proceed, signed by the Department, directing the Contractor to proceed
5
with the Project or any portion of the Project (“Notice to Proceed” or “NTP”).
Section 1.14. Project Schedule.
The schedule for the Project agreed to by the Department and the Contractor. Such schedule
shall include a baseline schedule as updated periodically by the Contractor and approved by the
Department. The Project Schedule Exhibit F shall not be changed except by a Change Order or
Change Directive issued by the Department. The Project Schedule shall be in a form and contain
such detail as may be agreed upon by the Parties.
Section 1.15. Self-Performed Work.
Trade work performed by employees of : (1) the Contractor; (2) any entity that is a partner
or member of the entity comprising the Contractor ; (3) any entity that controls, is controlled by,
or is under common control with the Contractor ; or (4) any entity that controls, is controlled by,
or is under common control with any entity that is part of the Contractor. Self-Performed Work is
distinguished from trade work performed by Subcontractors unaffiliated with the Contractor or the
entities of which the Contractor is comprised.
Section 1.16. 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 1.17. Standard Contract Provisions.
The District of Columbia Department of General Services Standard Contract Provisions for
Construction Contracts, as amended, are attached hereto as Exhibit E and incorporated herein.
Section 1.18. Subcontractor.
Any person, natural or legal, to whom the Contractor delegates performance of any portion
of the Work required by the Agreement. The term “Subcontractor,” used without a qualifier, shall
mean a subcontractor in direct privity with the Contractor. “Subcontractors at all tiers” shall mean
not only those Subcontractors in direct privity with the Contractor, but also those performing Work
pursuant to sub-subcontracts, subcontracts, and so on. “Subcontractors” shall include both those
who are retained to perform labor only and those who are retained both to perform labor and to
supply material or equipment. “Subcontractors” shall also include design professionals who are
not the Contractor ’s employees and to whom the Contractor delegates any part of its
responsibilities under the Agreement , except that references to “trade Subcontractors” shall
exclude design professionals.
Section 1.19. 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.
6
Section 1.20. Working Day.
The term “Working day” refers to calendar day.
7
GENERAL PROVISIONS
Section 2.1. Letter Contract.
The Parties acknowledge that certain of the investigation and preconstruction activities
described in Article 3 of this Agreement were performed pursuant to the Letter Contract between
the Parties dated May 2, 2025. Pursuant to the terms of the Letter Contract, upon execution of this
Agreement by the Department (the “Agreement Effective Date”), the Letter Contract shall
automatically terminate and shall merge into and be superseded by this Agreement. The Parties
agree that any services provided or work performed pursuant to the merged Letter Contract, and
prior to the Agreement effective Date, shall be governed by the terms and conditions of this
Agreement.
Section 2.2. Term and Termination.
The period of performance under this Agreement shall commence from the date of
execution of the Contract by the Department, unless the Department executes a Letter Contract, in
which case the period of performance shall commence from the date of execution of the Letter
Contract, 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) (Exhibit E).
Section 2.3. Relationship of Parties.
The Contractor accepts the relationship of trust and confidence established with the
Department by this Agreement, and covenants with the Department to furnish the Contractor ’s
reasonable skill and judgment and to cooperate with the Program Manager in furthering the
interests of the Department. The Contractor shall use its best efforts to perform the Work and
complete the Project in an expeditious and economical manner consistent with the interests of the
Department. The Department shall endeavor to promote harmony and cooperation among the
Department, Contractor, Program Manager, and other persons or entities employed by the
Department for the Project. In performing its duties under this Agreement, the Contractor shall at
all times use the standard of care used by contractors that construct projects similar to the Project
in type, size and scope in large, urban areas. Whenever the term “competent” is used herein to
describe the Contractor ’s actions or duties, that term shall refer to the level of compete nce
customarily possessed by those c ontractors that construct projects similar to the Project in type,
size and scope in large, urban areas.
Section 2.4. Confidentiality of Information
The Contractor shall assure and keep all information and data obtained throughout the
performance of the Project whether related to the Agreement, the Work in all of its aspects, the
Department and the Department’s employees confidential, during and following the term of the
Agreement, and shall not use the information in connection with any other matters; nor shall it
disclose any such information to any other person, firm or corporation, unless disclosure is
required pursuant to court order, subpoena or other regulatory authority. The Contractor shall not
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be divulged of confidential information without the individual’s and the Department’s written
consent and only in accordance with the District or Federal laws, codes and regulations. The
Contractor and any Subcontractors who utilize, access, or store personally identifiable information
as part of the performance of this Agreement are required to safeguard this information and
immediately notify the Department of any breach or suspected breach in the security of such
information. The Contractor and all Subcontractors shall allow the Department to both participate
in the investigation of incidents and exercise control over decisions regarding external
reporting. The Contractor, Subcontractors and their respective employees working on this Project
may be required to sign a confidentiality statement.
Section 2.5. Project Description.
The Department has commissioned a set of drawings and specifications (“ Drawings and
Specifications”) attached hereto as Exhibit A for the Project site that generally describes the work
required to implement the Project. These Drawings and Specifications shall serve as the basis for
the completion of the Project.
FEMS’s mission serves to preserve life and promote health and safety through excellent
pre-hospital treatment and transportation, fire prevention, fire suppression, rescue activities and
homeland security awareness.
OSSE’s mission serves to provides safe, reliable, and efficient transportation services that
positively support learning opportunities for eligible students from the District of Columbia.
OSSE’s work is designed to achieve four main objectives: (i) Safety; (ii) Efficiency; (iii)
Reliability; and (iv) Customer Focus.
Section 2.4.1 Scope of Work
The Department, on behalf of FEMS and OSSE requires construction services from the
Contractor for the construction of the Project.
As described in the Drawings and Specifications, the Project shall achieve the following:
The Department engaged the A/E for the design and construction administration of the
following new FEMS and OSSE facilities. The scope of services is further outlined below and
generally includes implementing the Drawings and Specifications (Exhibit A) for the Project and
providing all services necessary to complete the Project. The Project includes construction services
for the following, designated as Phases A1, A2 and A3:
FEMS and OSSE Fuel Station;
OSSE Parking Structure; and
OSSE Administrative Building.
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The Contractor’s scope of work shall also include site demolition, earthwork, backfill,
aggregate piers, footings, foundations, below grade waterproofing, under slab mechanical, under
slab electrical, under slab plumbing, embeds (steel and equipment), concrete footings and slab on
grade for FEMS Fleet Maintenance and FEMS Ready Reserve facilities, hereby known and
referred to as Phase A4.
In preparation for the Contract, the Department awarded a separate abatement and
demolition Contract to abate, demolish (2) two Metropolitan Police Department ( “MPD”)
structures and construct temporary parking lots, to be utilized by OSSE.
Net Zero Energy and Energy Consumption requirements: In addition, the District is
requiring the Project become a Net Zero Energy building per the design, and the Department
requires the Contractor to achieve net zero energy strategies in the building’s construction and
certification through either the International Living Future Institute’s (“ILFI”) Zero Energy
Building program or U.S. Green Building Council’s (“USGBC”) LEED Zero program.
The Facility’s solar photovoltaic panels (if any) will be purchased, installed, and
maintained through the Department by entering into a separate solar power purchase agreement.
The Contractor shall conform to the DC Energy Conservation Code (“DC ECC”) in its Appendix
Z, a voluntary appendix that sets the standard for net -zero energy construction for commercial
buildings within the District. Specifically, the Project shall achieve a site energy use intensity
(“EUI”) of 40-18 units or less. The exact achieved Site EUI must be low enough to be realistically
100% offset with onsite solar PV on an annual basis to meet the building’s net zero energy goal.
Net Zero Energy balancing calculations shall use 100% onsite renewable energy generation. The
use of Renewable Energy Credits (RECs) shall not be factored into the NZE calculations.
Section 2.6. Program Manager.
The Department has engaged a Program Manager to provide certain program management
functions. Such Program Manager shall, at all times, be acting solely for the benefit of the
Department, not the Contractor. The Contractor hereby acknowledges and agrees that only a
duly authorized and designated Contracting Officer shall have the authority to issue Change
Orders or Change Directives on the Department’s behalf. The Contracting Officer’s Technical
Representative (“COTR”)/ Program Manager is as follows:
Emeka Nwabunwanne
Program Manager
Capital Construction Division
Department of General Services
3924 Minnesota Avenue, NE 5th Floor
Washington, DC 20019
Emeka.nwabunwanne@dc.gov
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Section 2.7. General Description of Contractor’s Duties.
Generally, the Contractor shall perform the services in a professional workmanlike manner.
The Contractor shall supply and furnish at the location where the Work is to be performed all labor,
materials, management, personnel, 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 the Contractor. Any labor, materials, equipment, tools, services or supervision not
specifically described in this Agreemen t, 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 the Contractor at their sole expense.
Section 2.8. Warranties and Representations
2.8.1. All disclosures, representations, warranties, and certifications the
Contractor makes in its proposal in response to the RFP shall remain
binding and in effect throughout the term of the Agreement. The
Contractor reaffirms that all such disclosures, representations, warranties,
and certifications are true and correct.
2.8.2. If any disclosure, representation, warranty or certification the
Contractor has made or makes pursuant to the RFP or the Agreement ,
including, without limitation, representations concerning the
Contractor’s construction or design experience and qualifications, claims
or litigation history or financial condition, is materially inaccurate, that
shall constitute a material breach of the Agreement, entitling the
Department to any and all available remedies.
2.8.3. The terms and conditions of this Section 2.7 shall apply during both
the Preconstruction and Construction Phases.
Section 2.9. Responsibility for Agents and Subcontractors.
At all times and during both the Preconstruction and Construction Phases, the Contractor
shall be responsible to the Department for any and all acts and omissions of the Contractor ’s
agents, employees, Subcontractors, Sub-Subcontractors, material suppliers, and laborers, and the
agents and employees of the Subcontractors, Sub-Subcontractors, material suppliers, and laborers
performing or supplying Work in connection with the Project.
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CONTRACTOR’S SERVICES
Section 3.1. Preconstruction Services. Prior to commencing construction, the
Contractor shall verify that the Drawings and Specifications are accurate and coordinate
the Work around the existing site conditions. Contractor shall also verify that existing
conditions are as noted on the Drawings. Unless a delay in completing the pre-
construction activities is by the Department or by an event of force majeure, delays in
completing the preconstruction activities shall not be considered excusable and shall not
justify an extension of the Substantial Completion Date.
In order to ensure that the Project is completed in an efficient and timely manner, the
Contractor shall be required to complete certain preconstruction activities prior to
mobilizing to the Project site and commencing work. The preconstruction activities are
more fully described in below and but include: (i) obtaining the necessary permits; (ii)
submitting the necessary shop drawings and other submittals required in the
specifications; (iii) submitting an acceptable safety plan; (iv) developing a detailed
schedule plan for the work (including long lead and supply-chain constrain); and (v) site
logistics plan (the “Site Logistics Plan”). With regard to the Site Logistics Plan, such plan
shall contain a description of when the Work will be performed and Work completed by
Others, the areas of the site that will be occupied by the Contractor, the areas of the site
that will be off-limits during construction. The successful vendor will be required to
provide an itemized breakdown of the Lump Sum Price fourteen (14) days from the date
the Notice of Award (“NOA”) is signed by the Contracting Officer.
A list of preconstruction deliverables is set forth in Exhibit C.
Section 3.1.1 Detailed Schedule.
Within twenty (20) working days of the issuance of a Notice to Proceed, the Contractor
shall submit to the Department for its approval a schedule of the Project. Such schedule shall
include a schedule for submittals that is reasonably acceptable to the Program Manager. The
Program Manager shall have seven (7) business days to review such submittal.
Section 3.1.2 Construction Management Plan.
The Contractor shall submit a draft of its construction management plan (“Construction
Management Plan”) within t wenty (20) working days after the Notice to Proceed is issued to
include, but is not limited to, noise control, hours for construction and deliveries, truck routes,
trash and debris removal plan, traffic and parking control, communications procedures, emergency
procedures, quality control procedures, dust control, public street cleaning and repair, planned
occupancy of public ways, erosion control, tree protection plan, vibration monitoring, temporary
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fire protection measures, Project signage, pest control, construction staging plan, and construction
logistics plan.
Section 3.1.3 Constructability/Sole Source/Long-Lead Time Memorandum.
Concurrently with the Construction Management Plan, the Contractor shall prepare a
memorandum identifying key construction concerns related to the Project. Such memorandum
shall: (i) assess the constructability issues related to the Project, including site logistics; (ii) identify
any items where the design is predicated on a single manufacturer and, if so, identify at least two
(2) comparable products; and (iii) identify any long-lead delivery items that could adversely affect
the schedule. To the extent a ny such long-lead items are identified, the memorandum shall make
recommendations for addressing such items.
Section 3.1.4 Permits.
The Contractor, in coordination with the A/E, shall prepare and submit all permits (with
the exception of the building permit, which the Department shall provide) and applications for
other approvals that are necessary for the construction of the Project. No later than ten (10) days
after the notice to proceed for Preconstruction Services, the Contractor shall prepare and submit a
matrix that identifies all permits and land use approvals that are required for the Project to proceed.
The matrix should include zoning and other land use entitlements, building permits, as well as
trade permits and lane closure permits. The matrix shall identify the specific permit, the date by
which such is needed to maintain the Project’s Schedule, and a status column. The matrix shall be
updated monthly.
Section 3.1.5 Testing Plan.
The Contractor shall submit a Testing Plan that lists what tests and inspections should be
performed throughout each phase of the construction where applicable.
Section 3.1.6 Disincentive Fee for Failure to Timely Submit Deliverables.
The Contractor acknowledges that the Department is engaging the Contractor to provide an
extensive level of preconstruction support services to minimize the potential for cost overruns,
schedule delays, or the need for extensive Value Engineering/redesign late in the Project and that
the deliverables required under Section 3.1 are key to identify the value of such services. In the
event the Contractor fails to deliver any of the deliverables required in Section 3.1 (and unless
such failure is the result of any event of Force Majeure), the Contractor shall be subject to a
disincentive fee in an amount of One Thousand Dollars ($1,000.00) plus Five Hundred Dollars
($500.00) per day after receiving written notice from either the COTR or the Contracting Officer
of failure to submit such deliverables.
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Section 3.2. Construction Services.
The Contractor shall construct the Work described in the Drawings and Specifications,
including any work that is not specifically shown thereon but is reasonably inferable therefrom or
necessary for a fully functioning Project. The Work shall be carried out in a good and workmanlike,
first-class manner, and in 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 Work shall be accomplished in accordance with the following:
a. Participate and assist in Project/Planning meetings;
b. Maintain full- time on -site construction supervision and provide daily
inspections, quality control, monitoring, coordination of various trades,
record drawings, and daily work log;
c. Coordinate work with any on- site FEMS and OSSE personnel so as to
ensure that their activities are not adversely affected;
d. Conduct periodic progress meetings following a Contractor generated
agenda with the Program Manager;
e. Provide general safety and signage and posting for the Project and see that
each subcontractor prepares and submits adequate safety program and
monitoring throughout the Project;
f. Obtain all job permits and approvals from the Department of Buildings
(“DOB”) that are required to perform and complete the Work, unless
otherwise noted herein;
g. Prepare payment requests, verify accuracy, and forward them to
Department for approval and payment;
h. Assemble close-out documents required;
i. Provide assistance to the Department through all applicable warranty
periods;
j. Coordinate its work with all third parties so as not to delay the critical path
of the Project; and
k. Prepare and submit to the Department construction meeting minutes,
progress meeting minutes, daily logs, inspection reports, preliminary and
baseline schedules, (Primavera format) and schedule updates demonstrating
the critical path of the Project (Primavera format).
Section 3.3. Unsafe Materials and Hazardous Materials
3.3.1. The Contractor shall not bring, spill or release onto the site asbestos,
PCBs, or any other Hazardous Material that is not customarily used in a
facility of the type and similar to the Project, and shall bring to the
Department’s attention any specification of such Hazardous Materials in
the design documents. If the Contractor believes that anything in the
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Agreement would require that it use or bring onto the site asbestos, PCBs,
or any Hazardous Material that is not customarily used in a facility of the
type and similar to the Project, it shall immediately inform the
Department and seek direction before proceeding.
3.3.2. The Contractor shall abate Hazardous Materials on the site as
necessary to complete the Work contemplated by this Agreement. The
Contractor shall comply with all laws, including, without limitation, the
requirements of the EPA and all jurisdictional agencies as well as all laws
relating to safety, health welfare, and protection of the environment, in
removing, treating, encapsulating, passivating, and/or disposing of
Hazardous Materials, including, but not limited to, removal, treatment,
encapsulation, passivation, and/or disposal of the Hazardous Materials.
If any notices to governmental authorities are required, the Contractor
shall also give those notices at the appropriate times. The Contractor
shall ensure abatement subcontractors and disposal sites are appropriately
licensed and qualified.
3.3.3. The Contractor shall be entitled to submit a Change Request in
accordance with Article 4 of the SCP in the event the Contractor
encounters Hazardous Materials beyond those contemplated in the
Contract Documents.
The Contractor shall keep detailed records documenting Work done so that the Department
may independently verify compliance with all laws, the number of units actually removed, treated,
and/or disposed of, and the appropriate unit price(s) applicable to the Work.
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CONTRACT SUM
Section 4.1. Lump Sum Price.
The Contractor shall be paid a Lump Sum Price in the amount set forth in the Project
Information Section of this Contract to fully complete the Project; provided, however, that the
Contractor shall not obligate or expend more than the Contract NTE Amount ($67,338,900.00)
unless and until a Contracting Officer issues in writing a Contract modification which shall require
subsequent approval by the Council of the District of Columbia (“ Council”). “Fully Complete”
shall mean to: (i) 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; (ii) submit final lien releases from the Contractor and Subcontractors and
material suppliers; (iii) complete all punchlist items to the Department’s approval and sign -off;
and (iv) cause all representations, warranties, and guarantees to be honored and otherwise fulfill
all requirements set forth in the Contract.
The Lump Sum Price includes sufficient funds to cover all expenses necessary to complete
the Project based on the Drawings and Specifications, including but not limited to profit, home
and field office overhead, supervision, labor, materials, equipment, bonds, insurance and other
services that may be required to obtain the necessary permits, and construct the work, including
any preconstruction services identified herein. The initial Lump Sum Price also includes sufficient
funding to fund items not specifically identified in the Drawings and Specifications but which are
reasonably inferable therefrom.
While funding in the amount of $67,338,900.00 is being approved for capital-eligible items
only, there is an ineligible amount of $309,674.00 listed in Exhibit H of the contract. See the
operating column and associated items. These items are ineligible for capital expenditure, per the
District Capital Guidelines. The goods/services are needed in FY2026. There should be no
purchases, commitments and expenditures for these items, until operating funds are available, via
a purchase order for the same amount of $309,674.00. The agency will submit a reverse capital
paygo to operating reprogramming for approval in the fiscal year that the goods/services are
needed to fund the ineligible items.
Section 4.2. Nature of the Lump Sum Price.
The Contractor acknowledges and understands that the Lump Sum Price is based on the
Drawings and Specifications included as Exhibit A. It is understood and agreed that the Lump
Sum Price represents the Contractor’s offer to fully complete the Project. The Parties acknowledge
and agree that it is their intent to have the Contractor to construct and deliver a fully functional
Project site as contemplated in the Construction Documents for the Lump Sum Price and consistent
with the Project Schedule. In furtherance of such intent, the Contractor hereby assumes the risks
associated with and shall be responsible for : (i) any changes in market conditions that affect the
cost of labor or materials; (ii) coordination issues between the Construction Documents; (i ii)
16
elements of work not shown on the Construction Documents, but which are reasonably inferable
from the Construction Documents; (iv) costs associated with the acceleration of the work and
expediting of materials necessary to meet the Project Schedule which are the result of anything
other than an excusable delay; and (v) the risk of subcontractor default.
Section 4.3. Risks Assumed by Contractor.
Execution of the Contract by the Contractor is a representation that the Contractor has
thoroughly examined the terms of this Agreement and the Construction Documents and has visited
the Project site and has become familiar with local conditions under which the Work is to be
performed. The Contractor further represents that it has satisfied itself that it can undertake the
work for the state cost. Among other things, by entering into this Contract, the Contractor assumes
the following risks: (1) the nature of the land and subsoil; (2) the form and nature of the Project
site and surrounding areas; (3) details and levels of existing pipelines, conduits, sewers, drai ns,
cables, or other existing services; (4) the quantities, nature and availability of the materials, tools,
equipment, and labor necessary for the completion of the Project; (5) the means of access to the
site and any accommodation that may be required; (6) uncertainties of weather and physical
conditions at the site; and (7) in general to have itself obtained all necessary information as to risk
contingencies, familiar with local conditions under which the work is to be performed.
Section 4.4. Tax Exempt Status.
The Department expects that the Project will qualify as tax-exempt under the applicable
laws, and such tax exemption shall be reflected in the Lump Sum Price.
Section 4.5. Funding.
The NTE funding of $67,338,900.00 covers Phases A1, A2, A3 and A4. The remaining
phases of the Project, collectively Phases B1 and B2, are anticipated to be funded in Fiscal Year
2027. The total contract NTE value shall be increased via a subsequent modification and request
for Council approval.
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CONSTRUCTION PHASE
Section 5.1. General.
The Construction Phase shall not commence until the Department issues a Notice to Proceed
for Construction Phase Services. The Contractor shall, through Subcontractors or, with the written
consent of the Department, with its own forces, perform all of the Work necessary to construct the
Project so that it is complete, safe, and properly built in strict accordance with the Drawings and
Specifications and the other requirements of this Agreement. Without limitation, the Contractor
shall provide all of the labor, materials, tools, equipment, temporary services, and facilities
necessary to complete the Project in accordance with the drawings, specifications, schedule and
budget that are issued for the Project . The Contractor shall be responsible for paying for and
obtaining all necessary permits, with the exception of the Building Permit, and to pay all necessary
fees for utility 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.
5.1.1. Unrenovated Portions of the Structure. In constructing the
Project, the Contractor shall ensure that unrenovated portions of existing
structures, if any, including, but not limited to, the mechanical, plumbing,
electrical systems and other building systems are not adversely affected.
All unrenovated portions of the structures should function, at a minimum,
at the level of functionality that existed immediately prior to the
construction of the Project. If any unrenovated portion of the Project
functions at a lower level of functionality as a result of the Contractor ’s
Work, the Contractor shall be back -charged the costs incurred by the
Department in addressing the decreased functionality.
Section 5.2. RESERVED – INTENTIONALLY OMITTED
Section 5.3. Weekly Progress Meetings & Schedule Updates.
The Contractor shall schedule and conduct, at a minimum, weekly progress meetings
following a Contractor -generated agenda at which the Department , the Architect , the Program
Manager, the Contractor and appropriate Subcontractors can discuss the status of the Work. The
Contractor shall prepare and promptly distribute meeting minutes. In addition, the Contractor shall
submit bi-weekly Schedule updates which shall reflect actual conditions of Project progress as of
the date of the update. The update shall reflect the act ual progress of construction, identify any
developing delays, regardless of their cause, and reflect the Contractor ’s best projection of the
actual date by which Substantial Completion and Final Completion of the Project will be achieved.
18
Via a narrative statement (not merely a critical path method schedule), the Contractor shall identify
the causes of any potential delay and state what, in the Contractor 's judgment, must be done to
avoid or reduce that delay. The Contractor shall point out, in its narrative, changes that have
occurred since the last update, including those related to major changes in the scope of work,
activities modified since the last update, revised projections of durations, progress and completion,
revisions to the schedule logic or assumptions, and other relevant changes. Any significant
variance from the previous schedule or update shall also be identified in a narrative, together with
the reasons for the variance and its impact on Project completion. All Schedule updates shall be
in a native format reasonably acceptable to the Department (e.g., Primavera). The Department
may make reasonable requests during the Project for changes to the format or for further
explanation of information provided. Submission of updates showing that Substantial Completion
or Final Completion of the Project will be achieved later than the applicable scheduled completion
date shall not constitute requests for extension of time and shall not operate to change the scheduled
completion date(s). The Department’s receipt of, and lack of objection to, any schedule update
showing Substantial Completion or Final Completion later than the dates agreed upon in the
Project Schedule (Exhibit F ) shall not be regarded as the Department’s agreement that the
Contractor may have an extension of time, or as a waiver of any of the Department’s rights, but
merely as the Contractor’s representation that, as a matter of fact, Substantial Completion or Final
Completion of the Project may not be completed by the agreed upon date in the Project Schedule.
Changes to the scheduled completion dates may be made only in the circumstances and only by
the methods set forth in this Agreement.
Section 5.4. Written Reports.
The Contractor shall provide written reports to the Department on the progress of the entire
Work at least monthly from Preconstruction Notice to Proceed until Final Completion of the
Project. Such written report shall include the following elements:
5.4.1. Construction Progress Update. Each monthly update shall contain a
narrative description of the P roject progress and a critical path method
schedule in Primavera format, including any plans to correct defective or
deficient work or for time lost due to delays.
5.4.2. Economic Inclusion Report. The monthly report shall include a detailed
summary of the Contractor ’s efforts and results with respect to the
economic inclusion goals set forth in this Agreement. Such report shall
be in a format acceptable to the Department and shall include, at a
minimum: (i) the Contractor’s overall performance with respect to the
goals; (ii) a listing of subcontracts and agreements with material suppliers
during the month and the percentage of those subcontracts and
agreements with material suppliers awarded to LSDBEs; (iii) a listing of
subcontracts during the month and the estimated percentage of the labor
hours to be worked by District of Columbia residents pursuant to those
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subcontracts; and (iv) a description of the major subcontracting and
supply opportunities that will be solicited during the next three (3)
months and the actions being taken to meet the subcontracting goals.
5.4.3. 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.
5.4.4. 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.
5.4.5. Progress Photos . The monthly report shall include updated progress
photos that shall detail changes in the Work during the month.
5.4.6. Daily Log. The Contractor shall also maintain a daily log containing a
record of weather, Subcontractors working on the site, number of
workers, major equipment on the site, Work accomplished, problems
encountered and other similar relevant data as the Department may
reasonably require. The log shall be available to the Department and the
Program Manager, and on a monthly basis a copy of the log shall be
submitted to the Department.
Section 5.5. Cost Control System.
The Contractor shall use a system of cost control for the Work in a format consistent with
the Drawings and Specifications and approved by the Department, which shall include, without
limitation, regular monitoring of actual costs for activities in progress and estimates for
uncompleted tasks and proposed changes. The Contractor shall identify variances between actual
and estimated costs and report the variances to the Department and the Program Manager at regular
intervals.
Section 5.6. Key Personnel.
5.6.1 To carry out its duties, the Contractor shall provide at least the key
personnel identified in Exhibit I to this Agreement (“Key Personnel”), who
shall carry out the functions identified in Exhibit I. Among other things,
the Key Personnel shall include the: (i) the Project Executive; (ii) the Field
Superintendent; (iii) the Project Manager; and (iv) Safety/Quality
Assurance/Quality Control Manager. The Contractor will not be permitted
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to reassign any of the Key Personnel unless the Department approves the
proposed reassignment and the proposed replacement.
The Contractor’s obligation to provide adequate staffing is not limited to
providing the Key Personnel, but is determined by the needs of the Project.
The Contractor shall not replace any of the Key Personnel without the
Department’s prior written approval, which shall not be unreasonably
withheld. If any of the K ey Personnel become unavailable to perform
services in connection with the Agreement due to death , disability or
separation from the employment of the Contractor or any affiliate of the
Contractor, then the Contractor shall 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.
5.6.2. The Contractor ’s Key Personnel shall be subject to Replacement
Fees for their removal or reassignment by the Contractor . The Key
Personnel subject to the Replacement Fees provisions in Section 5.7.1
shall be identified in Exhibit I as subj ect to the Replacement Fee
provisions. In the event there is no delineation in Exhibit I of those
members of the Contractor ’s Key Personnel subject to the Replacement
Fee provisions of this Agreement, then all of the Key Personnel shall be
subject to the Replacement Fee provisions of this Agreement.
5.6.3. 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 Contractor in the event that a member of the Key Personnel has
been removed or replaced by the Contractor without 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
Contractor, the Department shall have the right to enforce the terms of
this Agreement and to keep-in-place those members of the Contractor ’s
team not removed or replaced and the remaining members shall complete
the services required under this Agreement in conjunction with the new
members of the Contractor’s team approved by the Department.
Section 5.7. Qualified Personnel/Cooperation.
The Contractor shall employ on the Project only those employees and Subcontractors who
will work together in harmony and who will cooperate with one another on the Project. The
Contractor shall enforce strict discipline, good order and harmony among its employees and its
Subcontractors and shall remove from the site any person who is unfit for the work or fails to
conduct herself or himself in a proper and cooperative manner. If the Department requests removal
21
of any person as unfit or as having behaved inappropriately, the Contractor shall promptly comply.
5.7.1 Removal or Replacement of Key Personnel . If the Contractor removes
or reassigns one of the Key Personnel (excluding, however, instances where such personnel
become unavailable due to death, disability, or separation from the employment of the Contractor
or any affiliate of the Contractor) without the prior written consent of the Department's Contracting
Officer, the Contractor shall pay to the Department the sum of $25,000 for each replacement as a
replacement fee and not as a penalty, to reimburse the Department for its administrative costs
arising from the Contractor 's failure to provide the Key Personnel. The foregoing replacement fee
amount shall not bar recovery of any other damages, costs or expenses other than the Department's
internal administrative costs. In addition, the Department shall have the right, to be exercised in
its sole discretion, to remove, replace or to reduce the scope of services of the Contractor in the
event that a member of the key personnel has been removed or replaced by the Contractor without
the consent of the Department. In the event the Department exercises the right to remove, replace
or to reduce the scope of services of the Contractor, the Department shall have the right to enforce
the terms of the Agreement and to keep- in-place those members of the Contractor's team not
removed or replaced and the remaining members shall complete the services required under the
Agreement in conjunction with the new members of the Contractor's team approved by the
Department.
Section 5.8. Warranty.
The Contractor shall provide assistance to the Department and the Client Agency during
any applicable warranty period. The Contractor warrants to the Department that materials and
equipment furnished under the Contract Documents will be of good quality and new unless
otherwise required or permitted by the Contract Documents, that for the one (1) year period
following the Substantial Completion Date the Work will be free from defects not inherent in the
quality required or permitted, and that the Work will conform to the requirements of the Contract
Documents. The Contractor’s warranty excludes remedies for damage or defect caused by abuse,
modifications not executed by the Contractor , improper or insufficient maintenance, improper
operation, or normal wear and tear from normal usage. The Contractor shall use commercially
reasonable efforts to schedule a joint inspection of the Project during the eleventh month after
Substantial Completion is achieved. During such inspection, the Contractor and a representative
of the Department shall walk the Project to identify any necessary warranty work.
Section 5.9. RESERVED – INTENTIONALLY OMIITTED
Section 5.10. Claims for Additional Time.
5.10.1. Time is of the essence of this Agreement . T he Project must be
Substantially Complete no later than the Substantial Completion Date set
forth within the Project Information Section above.
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5.10.2. The Contractor will perform the W ork 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 5.10.3, the
delay shall be deemed Non-Excusable and the Contractor shall not be
entitled to an extension of time. Without limiting the generality of the
foregoing, delays for the following reasons shall be regarded as Non-
Excusable and shall not entitle the Contractor to an extension of time:
Delays due to job site labor disputes, work stoppages, or suspensions
of work;
Delays due to adverse weather, unless the Contractor establishes that
the adverse weather was of a nature and duration in excess of averages
established by data from the U.S. Department of Commerce, National
Oceanic and Atmospheric Administration for the Project locale for the
ten (10) years preceding the e ffective 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”;
Delays due to the failure of the Contractor or Subcontractors or
material suppliers at any tier to perform in timely or proper fashion,
without regard to concepts of negligence or fault; or
Delays due to Site Conditions whether known or unknown as of the
effective date of the Agreement , foreseeable or unforeseeable at that
time, naturally occurring or man- made; provided, however, that delays
due to differing Site Conditions as permitted by Article 4, Section A of
the SCP, or Hazardous Materials Remediation shall be deemed an
Excusable Delay.
5.10.3. The Contractor shall be entitled to an adjustment in the Substantial
Completion Date due to an Excusable Delay. The term “ Excusable
Delay” shall mean:
Delays due to adverse weather other than those that are classified as
a Non -Excusable delay in accordance with Section 5.10.2 of this
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Agreement; the Contractor sends a written notice within three (3) days
from such adverse weather and the Department approves such request.
Delays due to acts of God, war, unavoidable casualties, civil unrest,
and other similar causes of delay that are beyond the control of the
Contractor; provided, however, that in no event shall a Non- Excusable
Delay or the action or inaction of the Contractor, or any of its employees,
agents, Subcontractors or material suppliers be deemed an Excusable
Delay; or
Delays caused by differing Site Conditions as permitted by Article
4, Section A of the SCP , or Hazardous Materials Remediation as
contemplated in Section 3.5 of this Agreement;
Delays due to suspensions of work by the Department;
Delays caused by the Client Agency or separate contractors of the
Client Agency to the extent such delays are not concurrent with delays
caused by the Contractor or any of its employees, agents, subcontractors
or material suppliers;
In addition to the forgoing, a delay shall be deemed to be an Excusable Delay only to the
extent that such delay (i) warrants an extension in the Substantial or Final Completion Date; (ii)
has not been caused by the Contractor or any of its employees, agents, Subcontractors or material
suppliers; (iii) is on Project’s critical path; and (iv) is in addition to any time contingency periods
set forth in the critical path.
5.10.4. If the Contractor wishes to make a claim for an adjustment in time
allotted per the Project Schedule, written notice as provided herein shall
be given. The Contractor ’s claim shall include an estimate of the cost
and of the probable effect of delay on the progress of the Work. In the
case of continuing delay, only one claim is necessary.
Section 5.11. Site Safety and Clean-Up.
5.11.1. The Contractor will be required to provide a safe and efficient site, with
controlled access. As part of this obligation, the Contractor shall be responsible for
initiating, maintaining and supervising all safety precautions and programs in
connection with the Project, and shall comply with the requirements set forth in
Article 16, Section F of the SCP.
5.11.2 Safety Plan. Prior to the start of construction activities, the Contractor shall
prepare a safety plan for the construction phase conforming to OSHA 29 CFR 1926
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(such plan, the “Safety Plan”). This Safety Plan developed by the Contractor shall
describe the proposed separation and the specific nature of the safety measures to
be taken including fences and barriers that will be used as well as the site security
details. The Safety Plan will be submitted to the Department and Client Agency
for their review and approval prior to the commencement of construction. Once
the Safety Plan has been approved, the Contractor shall comply with it at all times
during construction. The Contractor shall be required to revise the Safety Plan as
may be requested by the Department or Client Agency . The cost of revising and
complying with the plan shall not entitle the Contractor to an increase in the Lump
Sum Price . In the event the Contractor fails to provide the Safety Plan , the
Contractor will not be permitted to commence the Construction Phase until the
Safety Plan is submitted and in no event shall any resulting delay constitute an
Excusable Delay. Additionally, the Contractor shall comply with the requirements
of Article 27, Section A of the SCP.
5.11.3 Safety Barriers/Fences. As part of its responsibility for Project safety, the
Contractor shall install such fences and barriers as may be necessary to separate the
construction areas of the site from those areas that are then being used by Client
Agency for educational purposes. The Contractor shall describe in the Safety Plan
the proposed separation and the specific nature of the fences and barriers that will
be used. The Contractor’s storage/laydown area will be limited to the limits of
disturbance shown on the approved construction plans.
5.11.4 Site Security. The Contractor shall be responsible for site security and shall
be required to provide such watchm en as are necessary to protect the site from
unwanted intrusion.
5.11.5 Exculpation. The right of the Department and Client Agency to comment
on the Safety Plan and the nature and location of the required fences and barriers
shall in no way absolve the Contractor from the obligation to maintain a safe site.
5.11.6 Temporary Power. The Contractor shall be responsible for the cost of
temporary power used during the construction of the Project, including, but not
limited to, the cost of installing such temporary wiring as may be required to bring
power to the site. The Contractor shall also be responsible for the cost of all
temporary construction necessary on the site.
Section 5.12. Workhours, Site Office, and Coordination with Client Agency and
Community.
5.12.1. Workhours. The Contractor shall comply with the Noise
Ordinance and neither it nor its subcontractors shall undertake work on
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the Project site other than at the times and sound level permitted by the
Noise Ordinance.
5.12.2. Site Office. Throughout the Project, the Contractor shall provide
and maintain a fully-equipped construction office for the Project site. The
Contractor shall, at all times, provide and maintain a fully equipped
construction office for DGS staff assigned to the Project. The costs for
the Site Office(s) shall be included as a part of the Contractor’s Lump
Sum Price.
5.12.3. Parking. The Contractor shall organize its work in such a manner
so as to minimize the impact of its operations on the surrounding
community. To the extent that the number of workers on the site is likely
to have an adverse impact on neighborhood parking, the Contractor shall
develop a parking plan for those individuals working on the site that is
reasonably acceptable to the Department.
5.12.4. Wheel Washing Stations. The Contractor shall provide wheel
washing stations on site so as to prevent the accumulation of dirt and
other refuse on the streets surrounding the Project site.
5.12.5. Outreach Plan. The Contractor shall keep the Department
informed of the construction activities and their potential impact on the
community and shall develop a community outreach plan (the “Outreach
Plan”). The Contractor shall submit the Outreach Plan to the Department
prior to its implementation which shall be subject to the Department’s
review and approval.
5.12.6. Supervision. Throughout the Work, the construction office shall be
managed by personnel competent to oversee the Work at all times while
construction is underway. Such personnel shall maintain full-time, on-
site construction supervision and provide daily inspections, quality
control, monitoring, coordination of various trades, record drawings, and
daily work log.
Section 5.13. Close-out.
5.13.1. A detailed list of Close -out deliverables will be developed during
the preconstruction phase and attached hereto as Exhibit M.
5.13.2. Punchlist. Promptly after Substantial Completion, the Contractor
shall develop a punchlist. Once the punchlist is prepared, the Contractor
shall inspect the Work along with representatives from the Department.
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The punchlist shall be revised to reflect additional work items that are
discovered during such inspection. The Contractor shall correct all
punchlist items no later than sixty (60) calendar days after Substantial
Completion is achieved.
5.13.3. Warranties and Manuals. Subsequent to Substantial Completion
Date and no later than fifteen (15) days following the Substantial
Completion Date, the Contractor shall prepare and submit the following
documentation: (i) a complete set of product manuals (O&M), training
videos, warranties, etc.; (ii) attic stock; (iii) an equipment schedule; (iv)
a proposed schedule of maintenance for the renovated building; (v)
environmental, health and safety documents for the renovated building;
and (vi) all applicable inspection certificates/permits (boiler, elevator,
emergency evacuation plans, health inspection, etc.) for the renovated
building.
No later than thirty (30) days following the Substantial Completion Date,
the Contractor shall prepare and submit: (i) a complete set of its Project
files; (ii) a set of record drawings; and (iii) any additional documentation
required by the Turnover Protocol Document listed in Exhibit L.
5.13.4. Training. The Contractor shall provide training to FEMS , OSSE,
and the Department staff on all of the building systems, as applicable.
The Contractor shall be required to schedule such training sessions and
shall use commercially reasonable efforts to ensure all such training
occurs prior to the Final Completion Date.
5.13.5. Move-in Assistance. The Contractor shall assist Client Agency in
relocating furniture, fixtures, and equipment (“ FF&E”) and other items
as necessary within the renovated building, as well as for cleaning and
other move-in services as directed by the Department.
Section 5.14. Salvaged and Stored Items.
The Contractor shall be responsible for salvaging and storing all items as identified by the
Department in accordance with all applicable District laws and regulations, after notifying the
Department and receiving the Department’s permission to proceed.
Section 5.15. Sediment and Erosion Control.
The Contractor shall be responsible for installing sediment and erosion control measures,
inclusive of, but not limited to: silt fencing, inlet protection, stabilized construction entrances, and
other control measures.
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Section 5.16. Quality Control.
5.16.1. General Obligation. The Contractor shall be responsible for all
activities necessary to manage, control, and document work to ensure
compliance with the Contract Documents as outlined herein. The
Contractor’s responsibility includes ensuring adequate quality control
services are provided by the Contractor’s employees and its
subcontractors at all levels. The Work activities shall include safety,
submittal management, document reviews, reporting, and all other
functions related to quality construction.
5.16.2. Quality Control Plan. The Contractor shall develop a quality
control plan for the Project (the “Quality Control Plan”). A draft of the
Quality Control Plan shall be submitted to the Department and shall be
subject to the Department’s review and approval. The Quality Control
Plan shall be tailored to the specific products/type of construction
activities contemplated in the Design Development 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.
5.16.3. Implementation. During the Construction Phase, the Contractor
shall perform regular quality control inspections and create reports based
on such inspections pursuant to the Quality Control Plan. These quality
control reports shall be provided to the Department electronically on a
monthly basis. The Contractor shall incorporate a quality control section
in the progress meetings to discuss outstanding deficiencies,
testing/inspections, and upcoming work. The monthly report shall
include a detailed summary of the steps that are being employed to
provide quality construction and workmanship. The monthly report
should specifically address issues raised during the month and outline the
steps that are being used to address such issues.
Section 5.17. Acceleration.
Subject to the terms of this Section, the Department shall have the right to direct the
Contractor to accelerate the Work if, in the reasonable judgment of Department: (i) the Contractor
fails to supply a sufficiency of workers or to deliver the materials or equipment with such
promptness as to prevent the delay in the progress of the Work; or (ii) the progress of the Work
otherwise materially falls behind the projections contained in the then currently approved Project
Schedule. In the event that the Department or its Program Manager determine that either of the
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events specified in the preceding sentence have occurred, the Department shall provide the
Contractor with written notice of such event and the Contractor shall be required to provide the
Department with a 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 Contractor are unable to agree on the terms of the Recovery Plan within five
(5) days after the issuance of the notice (i.e. with in 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 Lump Sum Price 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 Contractor 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 Lump Sum Price in
order to comply with the requirements of this Section.
Section 5.18. Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right direct the Contractor
to revise the provisions of the Quality Control Plan if, in the reasonable judgment of the
Department, the craftsmanship of the Work being installed fails to comply with generally
applicable industry standards, requirements set forth in the Specifications that are reasonably
related to the quality of craftsmanship quality, or any provisions set forth in this Agreement (each
a “Quality Control Event”). In the event that the Department or its Program Manager determine
that a Quality Control Event has occurred, the Department shall provide the Contractor with
written notice of the occurrence of such Quality Control Event and the Contractor shall be required
to provide the Department with a corrective action plan that is reasonably designed to address the
concerns raised in such notice within three (3) days after receipt of such notice (each instance, a
“Corrective Action Plan”). If the Department and the Contractor are unable to agree on the terms
of the Corrective Action Plan within five (5) business days after the issuance of the notice (i.e.
within forty eight (48) hours after the receipt of the proposed corrective action plan), the
Department shall have the right to direct such corrective action measures as the Department, in its
reasonable judgment, deems necessary. Such directive may include adjustments to the procedural
provisions set forth in the Quality Control Plan and/or may impose additional requirements on the
manner in which Work is being performed . Provided that the cost of any such corrective action
directed under this Section shall not justify an adjustment to the Lump Sum Price on the Substantial
Completion Date.
Section 5.19. Conformance with Laws.
It shall be the responsibility of the Contractor to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all statutes, laws, codes,
ordinances, regulations, rules, requirements, orders, and policies of governmental bodies,
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including, without limitation, the U.S. Government and the District of Columbia government; and
it is the sole responsibility of the Contractor to determine the Procurement Regulations, statutes,
laws, codes, ordinances, regulations, rules, requirements and orders that apply and their effect on
the Contractor’s obligations thereunder. Given the requirements for the Project, t he Department
may, at its sole discretion, (i) apply for a variance to the requirement of adhering to the G reen
Building Act on th e Project and (ii) consider deferring the scope of work associated with storm
water management to a later phase of the Project.
Section 5.20. Construction Phase Deliverables.
The deliverables set forth on Exhibit C are required during the Construction Phase.
Section 5.21. Close-Out Deliverables.
The deliverables set forth in Exhibit M are required during the Project’s Close -Out and
prior to Final Payment, as set forth in Article 7.
1) A complete set of the Contractor’s Project files.
2) A complete set of product manuals (O&M), training videos, warranties, etc.
3) As built record drawings.
4) Attic stock and schedule.
5) Equipment schedule.
6) Proposed schedule of maintenance.
7) Environmental, health & safety documents.
8) LEED – Preliminary Construction Review.
9) All applicable inspection certificates/permits (boiler, elevator, emergency
evacuation plans, health inspection, etc.).
10) All other files and requirements outlined in Turnover Protocol Document.
Section 5.23 Licensing, Accreditation and Registration.
The Contractor and all of its subcontractors and subconsultants (regardless of tier) shall
comply with all applicable District of Columbia, state, and federal licensing, accreditation, and
registration requirements and standards necessary for the performance of the Agreement. Without
limiting the generality of the foregoing, all drawings shall be signed and sealed by a professional
Architect or engineer licensed in the District of Columbia.
Section 5.24 Protection of Existing Elements.
The Contractor shall ensure the protection of all existing features, public utilities, and other
existing structures during construction. The Contractor shall ensure the protection of existing, site
improvements, trees and shrubs from damage during construction. Protection extends to the root
systems of existing vegetation. The Contractor shall not store materials or equipment, or drive
machinery, within drip line of existing trees and shrubs.
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Section 5.25 ProjectTeam.
The Contractor shall utilize the Department’s ProjectTeam system to submit any and all
documentation required to be provided by the Contractor for the Project, including, but not limited
to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications
for payment (full package including all forms required by the Department ); (v) certified payrolls
(in addition to upload via LCP Tracker); (vi) drawings and specifications; (vii) punchlist; and (viii)
other documents as may be designated by the Department. The Contractor also shall require all
subcontractors and subconsultants to utilize ProjectTeam for the Project.
Section 5.26 Supervision and Coordination.
The Contractor will be required to properly supervise and coordinate its work. At a minimum, it
is envisioned that the Contractor will be required to undertake the following tasks:
a. Participate and assist in Project/Planning meetings;
b. Maintain full-time on-site construction supervision and provide daily inspections, quality
control, monitoring, coordination of various trades, record drawings, and daily work log;
c. Coordinate work with any on- site FEMS and OSSE personnel so as to ensure that their
activities are not adversely affected;
d. Conduct periodic progress meetings following a Contractor generated agenda with the
Program Manager;
e. Provide general safety and signage and posting for the Project and see that each
subcontractor prepares and submits adequate safety program and monitoring throughout the
Project;
f. Obtain all job permits and approvals from DOB that are required to perform and complete
the Work, unless otherwise noted herein;
g. Prepare payment requests, verify accuracy, and forward them to Department for approval
and payment;
h. Assemble close-out documents required;
i. Provide assistance to the Department through all applicable warranty periods;
j. Coordinate its work with all third parties so as not to delay the critical path of the Project;
and
k. Prepare and submit to the Department construction meeting minutes, progress meeting
minutes, daily logs, inspection reports, preliminary and baseline schedules, (Primavera
format) and schedule updates demonstrating the critical path of the Project (Primavera
format).
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DESIGNATED REPRESENTATIVES
Section 6.1. Department’s Designated Representative.
The Department designates the individual(s) identified in Exhibit K 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 K, these representative(s) shall have the exclusive authority to make decisions on behalf
of the Department concerning estimates and schedules, construction budgets, changes in the Work,
and execution of Change Orders or Change Directives, and shall render such decisions promptly
and furnish information expeditiously, so as to avoid unreasonable delay in the services or
performance of the Work of the Contractor. In order for the Department to effectively manage the
Project and assure that the Contractor does not receive conflicting instructions regarding the Work,
the Contractor shall promptly notify the Department ’s representative upon receiving any
instructions or other communication in connection with the Contractor’s Work from any employee
of the Department or other purported agent of the Department other than the Department ’s
designated representative.
Section 6.2. Contractor’s Designated Representative.
The Contractor designates the individual(s) identified in Exhibit J as its representative with
express authority to bind the Contractor with respect to all matters requiring the Contractor ’s
approval or authorization. In addition, the Department retains the right to approve candidates to
serve as on-site personnel in accordance with each candidate’s experience with similar projects
and local marketplace conditions. Once approved, individuals cannot be changed without the
Department’s prior approval. During the entire term, it is agreed that the Contractor’s designated
representative will devote his or her time exclusively to the Project, unless the Department
consents to a reduction in time. All services provided by the Contractor shall be performed in
accordance with the highest professional standards recognized and adhered to by contractors that
build first-class state-of-the-art buildings and projects that are similar to the Project in large urban
areas.
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PAYMENT PROVISIONS
Section 7.1. Compensation.
The Contractor shall be paid its compensation in a series of progress payments and a final
payment. Progress payments shall be based on a Schedule of Values that is agreed upon by the
Parties as well as the Program Manager’s good faith estimate of the level of completion for each
component of the Schedule of Values.
Section 7.2. Schedule of Values.
The Contractor has prepared the Schedule of Values attached hereto as Exhibit B which
breaks down the Lump Sum Price for the various parts of the Project. The Schedule of Values shall
be maintained in such a manner to provide a breakdown of the Lump Sum Price in enough detail
to facilitate continued evaluation of applications for payment and progress reports. Large
subcontracts shall be broken into several line items where, in the opinion of the Program Manager,
such detail is necessary to properly track the progress of the Work. The proposed Schedule of
Values shall also include separate line items for each part of the Work if so required by the Program
Manager. The Contractor and the Program Manager shall meet as necessary to maintain the
Schedule of Values for the Project in a manner acceptable to the to the Program Manager. No
progress payments shall be made unless the then current Schedule of Values is acceptable to the
Program Manager.
Section 7.3 Retention.
The Department shall withhold from each progress payment an amount equal to ten percent
(10%) of each progress payment. Once Substantial Completion has occurred, the Department will
reduce the retention being withheld to an amount that is equal to two hundred percent (200%) of
the Program Manager’s good faith estimate of the remaining Work.
Section 7.4 Documents Required with Application for Payment.
Each Application for Payment shall be accompanied by the Contractor’s job cost ledgers in
a form satisfactory to the Department, the Subcontractors’ and Suppliers’ Applications for
Payment on AIA Documents G702 and G703 or other form acceptable to the Department, and
such other supporting documentation as the Department may reasonably request. Each
Application for Payment shall include detailed documentation of costs as a condition to approving
progress payments, but the Contractor shall nevertheless maintain complete documentation of the
costs. An executed Release of Liens and Claims in the format required by the Contracting Officer
must accompany each Application for Payment.
Section 7.5 Timely Payment of Subcontractors.
Within seven (7) days of receiving any payment from the Department including amounts
attributable to Work performed, or materials or equipment supplied by a Subcontractor or supplier,
the Contractor shall either pay the Subcontractor or supplier for its proportionate share of the
amount paid to the Contractor for the Subcontractor or supplier’s work or materials or equipment,
33
or notify the Department and Subcontractor or supplier, in writing, of the Contractor’s intention to
withhold all or part of the payment and state the reason for withholding. All monies paid to the
Contractor under the Contract shall be used first to pay amounts due to Subcontractors or suppliers
supplying labor or materials for the Project and only money remaining after such payments are
made may be retained by the Contractor. Monies paid by joint check shall be deemed to have been
paid fully to the Subcontractor or supplier named as a joint payee, unless the Department agrees
to otherwise in writing. Any interest paid to Subcontractors or suppliers because the Contractor
has failed to pay them in timely fashion shall not entitle the Contractor to a change order.
Section 7.6 Lien Waivers.
Each Application for Payment shall be accompanied by written waivers of the right to file
a mechanic’s lien and all other claims, in a form substantially similar to Exhibit N for the
Contractor and all Subcontractors and material suppliers at all tiers who have supplied labor or
material or both for which payment is requested, subject only to receipt of payment. If the
Department so requests, the Contractor shall also submit unconditional waivers of liens for itself
and all Subcontractors and material suppliers at all tiers with respect to Work or materials or
equipment for which payment has been previously made, and additional forms of waiver
acknowledging receipt of final payment under the Agreement, and providing final release of such
liens.
Section 7.7 Submission.
On the twenty-fifth day of each month the Contractor shall submit to the Department (with
a copy to the Program Manager) an Application for Payment, which Application for Payment shall
cover the entire month during which the Application for Payment is submitted. All amounts
formally submitted via Application for Payment and not disputed by the Department shall be due
and payable on the last day of the month following submission or, if that is not a business day, on
the following business day. If the Contractor and Department are unable to agree on the amounts
properly due and owing, the Department shall pay in accordance with its good faith determination
and the Contractor may protest and pursue a claim as provided in this Agreement and the SCP.
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Section 7.8 Right to Withhold Payments.
The Department will notify the Contractor within fifteen (15) days after receiving any
Application for Payment of any defect in the Application for Payment or the Contractor’s
performance which may result in the Department’s declining to pay all or a part of the requested
amount. The Department may withhold payment from the Contractor, in whole or part, as
appropriate, if:
7.8.1. the Work is defective and such defects have not been remedied; or
7.8.2. the Department has determined that the Contractor’s progress has fallen behind the
Project Schedule, and the Contractor fails, within ten (10) calendar days of the Department’s
written demand, to provide the Department with a realistic and acceptable Recovery Plan in
accordance with Section 5.17; or
7.8.3. the Contractor's monthly schedule update reflects that the Contractor has fallen
behind the Project Schedule, and the Contractor fails to include, in the same monthly report, a
realistic and acceptable Recovery Plan in accordance with Section 5.17; or
7.8.4. the Contractor has failed to provide reports in full compliance with Section 5.4 of
this Agreement; or
7.8.5. the Contractor has failed to pay Subcontractors or suppliers promptly or has made
false or inaccurate certifications that payments to Subcontractors or suppliers are due or have been
made; or
7.8.6. any mechanic’s lien has been filed against the Department, the site or any portion
thereof or interest therein, or any improvements on the site, even though the Department has paid
all undisputed amounts due to the Contractor, and the Contractor, upon notice, has failed to remove
the lien, by bonding it off or otherwise, within ten (10) calendar days; or
7.8.7. the Department has reasonable evidence that the Work will not be completed by the
Substantial Completion Date, as required, that the unpaid balance of the Lump Sum Price would
not be adequate to cover actual or liquidated damages arising from the anticipated delay; or
7.8.8. the Department has reasonable evidence that the Work cannot be completed for the
unpaid balance of the Lump Sum Price; or
7.8.9. the Contractor is otherwise in substantial breach of this Agreement (including,
without limitation, failures to comply with LSDBE Utilization requirements); or
7.8.10. the Application for Payment is incomplete, unsubstantiated and/or does not contain
sufficient documentation for evaluation by the Contracting Officer.
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Section 7.9 Payment Not Acceptance.
Payment of any progress payment or final payment shall not constitute acceptance of Work
that is defective or otherwise fails to conform to the Agreement, or a waiver of any rights or
remedies the Department may have with respect to defective or nonconforming Work.
Section 7.10 Stored Materials.
The Department shall not be required to pay for materials stored at the site or stored at
other locations absent prior written authorization to do so, which authorization may be withheld at
the Department's sole discretion. If the Department expressly agrees to pay for materials stored at
the site but not yet incorporated into the Work, the Application for Payment may also include a
request for payment of the cost of such materials, if the materials have been delivered to the site,
and suitably stored. Such requests shall be documented by appropriate invoices and bills of sale.
Payment for stored materials shall be conditioned also on the Contractor ’s representation that it
has inspected the material and found it to be free from defect and otherwise in conformity with
this Agreement, and on satisfactory evidence that the materials are insured under the Contractor’s
risk policy. Further, if the Contractor requests the Department to allow payments for storage of
materials offsite, the Contractor shall be required, inter a lia, to agree to execution of proper
documentation to afford the Department a secured interest in the materials upon payment.
Section 7.11. Contractor’s Certification.
Each Application for Payment shall be accompanied by the Contractor's signed certification
that:
Section 7.11.1. all amounts paid to the Contractor on the previous Application for Payment
that were attributable to Subcontractor Work or to materials or equipment being supplied by any
supplier have been paid over to the appropriate Subcontractors and suppliers;
Section 7.11.2. 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 7.11.3. that all Work, materials or equipment for which payment is sought is, to
the best of the Contractor's knowledge, free from defect and meets all of the requirements set forth
in the Agreement: and that
Section 7.11.4. that the Contractor ’s subcontracts include the clauses required by
subparagraphs (1) through (4) of D.C. Official Code §2-221.02(d) (2017); and
Section 7.11.5. The Contractor shall not include in an Application for Payment amounts
for Work for which the Contractor does not intend to pay.
Section 7.12. Warranty of Title.
By submitting an Application for Payment, the Contractor warrants to the Department that
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title to all Work for which payment is sought will pass to the Department , without liens, claims,
or other encumbrances, upon the receipt of payment by the Contractor . The Department may
require execution of appropriate documents to confirm passage of clear title. Passage of title shall
not operate to pass the risk of loss with respect to the Work in question. Risk of loss remains with
the Contractor until Substantial Completion, unless otherwise agreed by the Department , in
writing.
Section 7.13 Invoice Submittal.
The Contractor shall create and submit payment requests in an electronic format through
the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor shall submit proper invoices
on a monthly basis. To constitute a proper invoice, the Contractor shall enter all required
information into the Portal after selecting the applicable purchase order number which is listed on
the Contractor’s profile.
Section 7.14. 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.
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INSURANCE
Section 8.1. 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 professional liability insurance) shall be endorsed using
ISO form CG 20 01 04 13 or its equivalent so as to indicate that such policies provide primary
coverage (without any right of contribution by any other insurance, reinsurance or self-insurance,
including any deductible or retention, maintained by an Additional Insured) for all claims against
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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.
Section 8.2. INSURANCE REQUIREMENTS
8.2.1. Commercial General Liability Insurance (“CGL”) – The Contractor shall provide
evidence satisfactory to the CO with respect to the services performed that it carries a CGL policy,
written on an occurrence (not claims-made) basis, on Insurance Services Office, Inc. (“ISO”) form
CG 00 01 04 13 (or another occurrence-based form with coverage at least as broad and approved
by the CO in writing), covering liability for all ongoing and completed operations of the
Contractor, 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.
8.2.2. 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
8.2.3. 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.
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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.
8.2.4 Crime Insurance (3rd Party Indemnity ) - The Contractor shall provide a Crime policy
including 3 rd party fidelity to cover the dishonest acts of Contractor s, its employees and/or
volunteers which result in a loss to the District. The Government of the District of Columbia shall
be included as loss payee. The policy shall provide a limit of $25,000 per occurrence.
8.2.5. Cyber Liability Insurance – The Contractor shall provide evidence satisfactory to the
Contracting Officer of Cyber Liability Insurance, with limits not less than $2,000,000 per
occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Contractor in this agreement and shall include, but not
limited to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information, alteration of
electronic information, extortion and network security. The policy shall provide coverag e 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.
8.2.6. Environmental Liability Insurance /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 evidencing
environmental liability insurance maintained by third party transportation and disposal site
operators(s) used by the Contractor for losses arising from facility(ies) a ccepting, storing or
disposing hazardous materials or other waste as a result of the Contractor’s operations. Such
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coverages must be maintained with limits of at least the amounts set forth above.
8.2.7. Employment Practices Liability – The Contractor shall provide evidence satisfactory to
the Contracting Officer with respect to the operations performed to cover the defense of claims
arising from employment related wrongful acts including but not limited to: Discrimination,
Sexual Harassment, Wrongful Termination, Workplace Torts, "Bullying" in "any location" and
"by any means," including the Internet, whether between employees of contractor or against third
parties. Employment Practices Liability c overage must specifically state Third Party Liability
coverage is included. Contractor will indemnify and defend the District of Columbia should it be
named co-defendant or be subject to or party of any claim. Coverage shall also extend to
Temporary Help Firms and Independent Contractors hired by Contractor. The policy shall provide
limits of not less than $1,000,000 for each wrongful act and $2,000,000 annual aggregate for each
wrongful act.
8.2.8. 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.
8.2.9. 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.
8.2.10. Riggers Liability – (If applicable; e.g. Crane operations). Addresses a contractor's
liability arising out of the moving of property and equipment that belongs to others. May be added
by endorsement to the General Liability form - $5,000,000 per occurrence.
8.2.11. 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) $10,000,000 per occurrence and $10,000,000 in the annual aggregate, following the form
and in excess of all liability policies. All liability coverages must be scheduled under the umbrella
and/or excess policy. The insurance required under this paragraph shall be written in a form that
annually reinstates all required limits. Coverage shall be primary to any insurance, self-insurance
or reinsurance maintained by the District and the “other insurance” provision must be amended in
accordance with this requirement and principles of vertical exhaustion.
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Construction Projects Controlled by the District
For construction projects controlled by the District, the District will procure the following policies
with the District listed as the first named insured. Since the District will control the placement of
the policies, the District should not contractually bind itself to secure coverage broader than the
minimum that satisfy the interests of the Contractor.
Builders Risk – The District shall purchase and maintain, in a company authorized to do business
in the jurisdiction in which the project is located, builders risk insurance, written on an “all risk”,
special causes of loss or equivalent form. Builders risk coverage will include boiler and machinery
/ equipment breakdown, earthquake and flood perils. Building ordnance and terrorism coverage
will be included.
The deductible shall not exceed $25,000 except for earthquake, flood, windstorm, water damage
or other perils at the discretion of the District and as available in the insurance industry.
The project limit shall equal the replacement value of the structure, including coverage for property
in transit and stored off premises.
At the discretion of the District, builders risk coverage will extend to soft costs and delayed
completion.
Builders risk insurance shall include the interests of The Government of the District of Columbia,
the Contractor, Subcontractors and Sub – subcontractors in the project
Section 8.3. 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.
Section 8.4. 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
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following final acceptance of the work performed under this contract and two years for non -
construction related contracts.
Section 8.5. 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.
Section 8.6. 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.
Section 8.7. 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.
Section 8.8. 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.
Section 8.9. 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:
Kianna Shepherd c/o Makia Efimba
Contracting Officer
Department of General Services
Contracts and Procurement Division
3924 Minnesota Ave, NE 5th Floor
Washington, DC 20019
makia.efimba@dc.gov
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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).
Section 8.10. DISCLOSURE OF INFORMATION.
The Contractor agrees that the District may disclose the name and contact information of
its insurers to any third party which presents a claim against the District for any damages or claims
resulting from or arising out of work performed by the Contractor, its agents, employees, servants
or subcontractors in the performance of this contract.
Section 8.11. 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.
ARTICLE 9 - ECONOMIC INCLUSION REQUIREMENTS
Section 9.1 LSDBE Utilization.
Section 9.1.1 If the Contractor subcontracts any Work, 35% of the subcontracted effort
must be subcontracted 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 Local, Small and Disadvantaged
Business Enterprise (“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 Contractor has developed a Subcontracting Plan that is
attached hereto as Exhibit G. The Contractor shall comply with the terms of the SBE
Subcontracting Plan in making purchases and administering its subcontracts and supply
agreements.
Section 9.1.2 Mandatory Subcontracting Plan and Requirements.
Section 9.1.2.1 Unless the Director of the Department of Small and Local Business
Development (DSLBD) has approved a waiver in writing in accordance with D.C.
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Official Code § 2 -218.51, for all contracts in excess of $250,000, at least 35% of the
dollar volume of the contract shall be subcontracted to qualified small business
enterprises (SBEs).
Section 9.1.2.2 If there are insufficient SBEs to completely fulfill the requirement of
Section 9.1.2.1, 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 9.1.2.3 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 9.1.2.1 and 9.1.2.2.
Section 9.1.2.4 Except as provided in 9.1.2.5 and 9.1.2.6, a prime contractor that is a CBE
and has been granted a proposal preference pursuant to D.C. Official Code § 2- 218.43, or
is selected through a set-aside program, shall perform at least 35% of the contracting effort
with its own organization and resources and, if it subcontracts, 35% of the subcontracting
effort shall be with CBEs. A CBE prime contractor that performs less than 35% of the
contracting effort shall be subject to enforcement actions under D.C. Official Code § 2-
218.63.
Section 9.1.2.5 A prime contractor that is a certified joint venture and has been granted a
proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected through a
set-aside program, shall perform at least 50% of the contracting effort with its own
organization and resources and, if it subcontracts, 35% of the subcontracting effort shall
be with CBEs. A certified joint venture prime contractor that performs less tha n 50%
of the contracting effort shall be subject to enforcement ac tions under D.C. Official
Code§2-218.63.
Section 9.1.2.6 Each CBE utilized to meet these subcontracting requirements shall
perform at least 35% of its contracting effort with its own organization and resources.
Section 9.1.2.7 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 9.1.2.8 Subcontracting Plan
The Contractor shall perform at least 35% of the contracting effort with its own forces, and
if the Contractor subcontracts any work, 35% of the subcontracted effort must be
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subcontracted to CBEs in accordance with the provisions of section 12.1.2 of this clause.
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 subcontract.
Supply agreements with material suppliers shall be counted toward meeting this goal. The
Contractor has developed a Subcontracting Plan that is attached hereto as Exhibit G. The
Contractor shall comply with the terms of the Subcontracting Plan in making purchases
and administering its Subcontracts and Supply Agreements.
The Subcontracting Plan shall be submitted as part of the proposal and may only be
amended after award with the prior written approval of the CO and Director of DSLBD.
Any reduction in the dollar volume of the subcontracted portion resulting from an
amendment of the plan after award shall inure to the benefit of the District.
Each subcontracting plan shall include the following:
(1) The name and address of each subcontractor;
(2) A current certification number of the small or certified business enterprise;
(3) The scope of work to be performed by each subcontractor; and
(4) The price that the prime contractor will pay each subcontractor.
Section 9.1.2.9 Copies of Subcontracts
Within twenty -one (21) days of the date of award, the Contractor shall provide fully
executed copies of all subcontracts identified in the subcontracting plan to the Contracting
Officer (CO), City Administrator (CA), District of Columbia Auditor and the Director of
DSLBD.
Section 9.1.2.10 Subcontracting Plan Compliance Reporting
Section 9.1.2.10.1 If the Contractor has a subcontracting plan required by law
for this contract, the Contractor shall submit a quarterly report to the CO, CA,
District of Columbia Auditor and the Director of DSLBD. The quarterly report
shall include the following information for each subcontract identified in the
subcontracting plan:
(A) The price that the prime contractor will pay each subcontractor under the
subcontract;
(B) A description of the goods procured or the services subcontracted for;
(C) The amount paid by the prime contractor under the subcontract; and
(D) A copy of the fully executed subcontract, if it was not provided with an earlier
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quarterly report.
Section 9.1.2.10.2 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 9.1.2.11 Annual Meetings
Upon at least 30- days written notice provided by DSLBD, the Contractor shall meet
annually with the CO, CA, District of Columbia Auditor and the Director of DSLBD to
provide an update on its subcontracting plan.
Section 9.1.2.12 DSLBD Notices
The Contractor shall provide written notice to the DSLBD and the District of Columbia
Auditor upon commencement of the contract and when the contract is completed.
Section 9.1.2.13 Enforcement and Penalties for Breach of Subcontracting Plan
Section 9.1.2.13.1 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 9.1.2.13.2 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.
Section 9.1.2.14 If the CO determines the Contractor’s failure to be a material breach
of the Contract, the CO shall have cause to terminate the C ontract under Article 8 of the
SCP, Default.
Section 9.1.2.15 Neither the Contractor nor a Subcontractor may remove a
Subcontractor or tier-Subcontractor if such Subcontractor or tier-Subcontractor is certified
as an LSDBE company unless the Department approves of such removal, in writing. The
Department may condition its approval upon the Contractor developing a plan that is, in
the Department’s sole and absolute judgment, adequate to maintain the level of LSDBE
participation on the Project.
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Section 9.2 Equal Employment Opportunity and Hiring of District Residents.
Section 9.2.1 The Contractor shall comply with applicable laws, regulations and special
requirements of the Contract Documents regarding equal employment opportunity and
affirmative action programs. In accordance with the District of Columbia Administrative
Issuance System, Mayor’s Order 85-85 dated June 10, 1985, the forms for completion of
the Equal Employment Opportunity Information Report are incorporated herein as Exhibit
O. A contract award cannot be made to any contractor that has not satisfied the equal
employment requirements.
Section 9.2.2 The Contractor shall ensure that at least fifty -one percent (51%) of the
Contractor’s team and every subconsultant’s and subcontractor’s employees hired after the
effective date of the Agreement, or after such subconsultant or subcontractor enters into a
contract with the Contractor, to work on the Project shall be residents of the District of
Columbia. This percentage shall be applied in the aggregate, and not trade by trade. In
addition, the Contractor shall use commercially reasonable best efforts to comply with the
workforce percentage goals established by the recently adopted amendments to the First
Source Employment Agreement Act of 1984 (D.C. Code §§ 2-219.01 et seq.) and any
implementing regulations, including, but not limited to the following requirements:
(i) At least 20% of journey worker hours by trade shall be performed by District
residents;
(ii) At least 60% of apprentice hours by trade shall be performed by District residents;
(iii) At least 51% of the skilled laborer hours by trade shall be performed by District
residents; and
(iv) At least 70% of common laborer hours shall be performed by District residents.
Section 9.2.3 Thirty five percent (35%) of all apprentice hours worked on the Project shall
be worked by District residents.
Section 9.3 Economic Inclusion Reporting Requirements.
Section 9.3.1 Upon execution of the Agreement, the Contractor and all its member firms,
if any, and each of its Subcontractors shall submit to the Department a list of current
employees and apprentices that will be assigned to the Agreement, the date they were hired
and whether or not they live in the District of Columbia.
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Section 9.3.2 The Contractor and its constituent entities shall comply with subchapter X
of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code, and all
successor acts thereto and the rules and regulations promulgated thereunder. The Contractor
and all member firms and Subcontractors shall execute a First Source Agreement (Exhibit
S) with the District of Columbia Department of Employment Services (“DOES”) prior to
beginning Work at the Project site.
Section 9.3.3 The Contractor shall maintain detailed records relating to the general hiring
of District of Columbia and community residents.
Section 9.3.4 The Contractor shall be responsible for: (i) including the provisions of
Section 5.2.8 in all subcontracts; (ii) collecting the information required in Section 5.2.8 from
its Subcontractors; and (iii) providing the information collected from its Subcontractors in
the reports required to be submitted by the Contractor pursuant to Section 5.2.8.
Section 9.4 Compliance with the Apprenticeship Act.
The Contractor agrees to comply with the requirements of the Apprenticeship Act of 1946,
D.C. Code §§ 32 -1431, et seq ., as amended. The Contractor shall ensure that all of its
subcontractors selected to perform work on the Project on a craft -by-craft basis shall be
required to comply with this Act. All terms and conditions of the Act, D.C. Apprenticeship
Council Rules and Regulations, as well as any federal requirements, shall be implemented.
The Prime Contractor shall be liable for a ny subcontractor non- compliance. Thirty-Five
percent (35%) of all apprentice hours shall be performed by District residents.
Section 9.5 Project Labor Agreement.
(a) In accordance with the DC Code § 2–356.06 and to ensure the efficient and timely
completion of the Project, all successful offerors and their subcontractors will be required to
negotiate a Project Labor Agreement (“PLA”) with local union entities (the “Unions”), with the
goal of promoting timely, safe, and cost -effective delivery of the Project. While the Department
shall not be a signatory to the PLA, the final language of the PLA shall be subject to review and
comment by the Department. The Department expects that the Contractor shall, upon receipt of a
Notice to Proceed, at once engage in negotiations with the Unions with the goal of finalizing a
PLA. It is the expectation of the Department that negotiations with the Unions will lead to a fully
executed PLA no later than four (4) months following the issuance of a Notice to Proceed.
A PLA:
(1) Bind all contractors and subcontractors engaged in construction on the Project to
comply with the PLA;
(2) Contain guarantees against strikes, lockouts, and similar job disruptions;
(3) Set forth effective, prompt, and mutually binding procedures for resolving
labor disputes arising during the term of the PLA;
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(4) Provide other mechanisms for labor-management cooperation on matters of
mutual interest and concern, including productivity, quality of work, safety,
and health; and
(5) Include any additional requirements that the Offeror considers necessary to promote
the efficient and timely completion of the Project.
(b) All contractors and subcontractors are permitted to compete for contracts and
subcontracts without regard to whether they are otherwise parties to collective bargaining
agreements.
(c) The successful Contractor shall submit to the Contracting Officer evidence that it has
agreed to comply with the requirements of this Section 9.5 prior to Contract award.
(d) The Contractor shall be required to comply with any resulting PLA for the term of the
resulting Contract.
(e) The Contractor shall include the substance of this Section 9.5, including this paragraph
(e), in all subcontracts.
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Article 10 - LIQUIDATED DAMAGES
Section 10.1 Delay in Substantial Completion.
If the Contractor fails to achieve Substantial Completion of the Project by the Substantial
Completion Date, the Parties acknowledge and agree that the actual damage to the Department for
the delay will be impossible to determine, and in lieu thereof, the Contractor shall pay to the
Department, as fixed, agreed and liquidated delay damages in the amount set forth in the Project
Information Section of this Agreement per day for each calendar day of delay for failure to meet
the applicable Substantial Completion Date.
The Contractor and the Department agree that the liquidated damages set forth in this Article
do not constitute, and shall not be deemed, a penalty but represent a reasonable approximation of
the damages to the Department associated with a delay in the Project. These damages shall not
apply if the delay is the result of force majeure and the Contractor otherwise complies with the
provisions set forth in the SCP. In the event the Contractor fails to meet the Substantial Completion
Date for more than thirty (30) days, the Contractor consents to a Termination for Default.
Section 10.2 Early Completion.
In the event the Contractor achieves Substantial Completion of the Project prior to the
Substantial Completion Date, the Contractor shall maintain the completed Project, at its own
expense, until such time that the Department agrees to occupy and use the Project for its intended
use.
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ARTICLE 11 - MISCELLANEOUS PROVISIONS
Section 11.1. Ownership and Use of Documents.
The Drawings and Specifications and other documents furnished to the Contractor , are for
use solely with respect to this Project. They are not to be used by the Contractor, Subcontractors,
Sub-subcontractors or suppliers on other projects, or for additions to this Project outside the scope
of the Work, without the specific written consent of the Department.
Section 11.2 Assignment.
The Department and the Contractor respectively bind themselves, their partners, members,
joint venturers, constituent entities, successors, assigns and legal representative to the other party
hereto and to partners, members, joint venturers, constituent entities, successors, assigns and legal
representatives of such other Party in respect to covenants, agreements and obligations contained
in the Agreement . Neither Party to the Agreement shall assign the Agreement or its rights and
obligations under the Agreement, without written consent of the other Party. If either party
attempts to make such an assignment without such consent, that party shall nevertheless remain
legally responsible for all obligations under the Agreement or shall constitute a breach of contract.
Section 11.3 Buy American Act Provision.
The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C. §§
8301–8305), including, but not limited to, the purchase of steel. To the extent that the language in
this section contradicts the language under Article 24 of The Department Standard Contract
Provisions for Construction Contracts (Exhibit E) regarding compliance with the Buy American
Act, the language in this section should supersede.
11.3.1 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,
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the cost of foreign iron and steel must constitute less than 5 percent of the cost of all
the components used in the end product.
Components of foreign origin of the same class or kind as the products shall be treated
as domestic. Scrap generated, collected, and prepared for processing in the United
States is considered domestic.
“End Products”, as used in this Section, means those articles, materials, and supplies
to be acquired for public use under this Contract.
The Contractor shall deliver only domestic end products, except those:.
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured
in the 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.
11.3.2 Domestic Construction Material. “Construction material” means any
article, material, or supply brought to the construction site for incorporation in the
building or work. An unmanufactured construction material is a “domestic construction
material” if it has been mined or produced in the United States. A manufactured
construction material is a “domestic construction material” if it has been manufactured
in the United States and if the cost of its components which have been mined, produced,
or manufactured in the United States exceeds 65 percent of the cost of all its
components. “Component” means any article, material, or supply directly incorporated
in construction material. If the construction material consists wholly or predominantly
of iron or steel, the iron or steel was produced in the United States; or, for construction
material that consists wholly or predominantly of iron or steel or a combination of both,
a construction material manufactured in the United States if the cost of foreign iron and
steel constitutes less than 5 percent of the cost of all the components used in such
construction material.
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11.3.3 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.
11.3.4 Foreign Construction Material. “Foreign construction material” means a
construction material other than a domestic construction material.
Section 11.4 Davis-Bacon Act Provision.
The Davis-Bacon Act is applicable to this Project. As such, the Contractor and its trade
subcontractors shall comply with the wage and reporting requirements imposed by that Act. The
applicable Davis-Bacon Wage Determination and 29 CFR 5.5 are included as Exhibit P . The
Contractor shall include the most current Davis-Bacon wage rates, as amended, at such time as the
Contractor is preparing its cost proposal in response to this RFP.
Section 11.5 The Quick Payment Clause
11.5.1 Interest Penalties to Contractors
11.5.1.1 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.
11.5.1.2 Any amount of an interest penalty which remains unpaid at the end of any 30-
day period shall be added to the principal amount of the debt and thereafter interest
penalties shall accrue on the added amount.
11.5.2 Payments to Subcontractors
11.5.2.1 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:
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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.
11.5.2.2 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 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.
11.5.2.3 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.
11.5.2.4 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.
11.5.3 Subcontractor Quick Payment Clause Flow-Down Requirements
11.5.3.1 The Contractor shall include in each subcontract under this contract a
provision requiring the subcontractor to include in its contract (s) with any lower -tier
subcontractor or supplier the payment and interest clauses required under 11.4.2.1 and
11.4.2.2 hereinabove and paragraphs (1) and (2) of D.C. Official Code §2-221.02(d).
11.5.4 Requirements for Change Order payments
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11.5.4.1 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 Contracting Officer:
(i) Agrees with the prime contractor and, if applicable, the subcontractor on a price for the
additional work;
(ii) Obtains a certification from the Chief Financial Officer that there are sufficient funds
to compensate the prime contractor and, if applicable, the subcontractor for the additional
work;
(iii) Has made a written, binding commitment with the prime contractor to pay for the
additional work within 30 days after the prime contractor submits a proper invoice for the
additional work to the contracting officer; and
(iv) Gives written notice of the funding certification from the Chief Financial Officer to
the prime contractor;
11.5.4.2 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;
(ii) Pay the subcontractor any undisputed amount to which the subcontractor is entitled for
any additional work within 10 days of receipt of payment for the additional work from the
District; and
(iii) If the prime contractor withholds payment from a subcontractor, notify the
subcontractor in writing and state the reason why payment is being withheld and provide a
copy of the notice to the contracting officer; and
11.5.4.3 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.
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Section 11.6 Contract Work Hours And Safety Standards Act Provision.
The Contractor agrees that the applicable work performed under this Agreement shall be
subject to the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333).
Section 11.7 False Claims Act.
The Contractor shall be governed by all laws and regulations prohibiting false or fraudulent
statements and claims made to DC government, including the prescriptions set forth in District of
Columbia Code §22- 2514 and §§2 -381.01 et seq. In the event that it is discover ed that the
Contractor has made a false, fraudulent or unsupported statement or claim to the Department, the
Department may terminate this Agreement without liability.
Section 11.8 Interpretation of Contract and Order of Precedence.
All of the documents comprising the Agreement should be read as complementary, so that
what is called for by one is called for by all. Ambiguities shall be construed in favor of a broader
scope of Work for the Contractor, as the intent of the Agreement is, with specific identified
exceptions, to require the Contractor to assume entire responsibility for construction of the Project.
If there is any inconsistency among the documents comprising the Agreement, the order of
precedence among them is as follows, with the first listed document having the highest priority:
1. This Agreement and its Modifications, Change Orders, Change Directives and any Exhibits
thereto;
2. The Department’s SCP, as amended, and any missing term in this Agreement shall be
addressed in accordance with the SCP; and
3. The Construction Documents released or approved by the Department.
Section 11.9 Independent Contractor.
In carrying out all its obligations under the Agreement, the Contractor 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 Contractor 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 11.10 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 11.11 Media Releases.
Neither the Contractor, its employees, agents or Subcontractors or material suppliers shall
make any press release or similar media release related to the Project unless such press release
have been discussed with the Department prior to its issuance.
Section 11.12 Construction.
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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 11.13 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.
If to the Department: If to Contractor:
Kianna Shepherd Kenneth Terry
Contracting Officer Vice President
Department of General Services Grunley Construction Company, Inc
3924 Minnesota Ave, NE, 5th Floor 15020 Shady Grove Road Ste. 500
Washington, DC 20019 Rockville, MD 20850
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 11.14 Limitations.
The Contractor agrees that any statute of limitations applicable to any claim or suit by the
Department arising from this Agreement or its breach shall be controlled by applicable District of
Columbia law.
Section 11.15 Survival.
All agreements warranties, and representations of the Contractor contained in the
Agreement or in any certificate or document furnished pursuant to the Agreement shall survive
termination or expiration of the Agreement.
Section 11.16 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 11.17 Remedies Cumulative.
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Unless specifically provided to the contrary in the Agreement, all remedies set forth in the
Agreement are cumulative and not exclusive of any other remedy the Department may have,
including, without limitation, at law or in equity. The Department's right s and remedies will be
exercised at its sole discretion, and shall not be regarded as conferring any obligation on the
Department's to exercise those rights or remedies for the benefit of the Contractor or any other
person or entity.
Section 11.18 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 11.19 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
Contractor, unless otherwise expressly provided to the contrary in the Agreement.
Notwithstanding the foregoing, nothing herein shall be construed to limit the Department’s ability
to unilaterally modify the Agreement.
Section 11.20 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 11.21 Anti-Deficiency Acts.
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.
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Section 11.22 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 11.23 Special Provisions Related to the COVID-19 Emergency (Reserved)
Section 11.24 Campaign Finance Reform Act
The Contractor agrees to comply with the Campaign Finance Reform Act certification
requirement (Exhibit R) pursuant to the D.C. Official Code § 1 -1161.01 and will satisfy all self-
certification requirements prior to the execution of any agreement, as applicable.
Section 11.25 Living Wage Act
The Contractor agrees that the Work performed under this contract shall be subject to the living
wage act in effect at the time of contract execution by the Department. As such, the Contractor
and its subcontractors shall comply with the wage and reporting requirements imposed by the act
as set forth in Exhibit D.
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Article 12 - TERMINATION OR SUSPENSION
Section 12.1 All terminations or suspensions arising out of or under this Agreement shall
be in accordance with the terms of the SCP.
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Article 13 - OTHER CONDITIONS AND SERVICES
This Agreement and the rights and obligations of the Department and the Contractor herein
are subject to the approval of the Council of the District of Columbia.
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Article 14 – CHANGES IN THE WORK
Section 14.1 Changes Authorized.
In accordance with the SCP, the Department may, without invalidating the Agreement, and
without notice to or approval of any surety, order changes in the Work, including additions,
deletions or modifications. Any such change must be conveyed by the Department to the
Contractor via written Change Directive or Change Order.
Section 14.2 Executed Change Directive/ Contract Modification/ Change Order
Required.
Only a written Change Directive, Contract Modification, 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 or the Lump Sum Price.
Section 14.3 Department-Initiated Changes.
(1) If the Department wishes to make a change in the Work or to accelerate the Work,
it will execute and issue to the Contractor a written Change Directive, either
directing the Contractor to proceed at once with the changed Work or directing it
to not to proceed, but to inform the Department, in writing, of the amount, if any,
by which the Contractor believes that Substantial or Final Completion Dates and/or
the Lump Sum Price should be adjusted to take the Change Order or Change
Directive into account.
(2) Within ten (10) calendar days of receiving a Change Directive, the Contractor shall
provide the Department with a written statement of all changes in the Agreement,
including, without limitation, any changes to the Substantial or Final Completion
Dates or the Lump Sum Price to which it believes it is entitled as a result of the
Change Directive. If additional time is sought, a schedule analysis supporting the
requested extension should be included. The schedule analysis should include a
written narrative explanation. If a change in the Lump Sum Price is sought (or if
the Department has requested a deduct change), the statement should include a
breakdown, by line item, of the estimated cost changes attributable to the proposed
change. The Department may request, and the Contractor shall provide, further cost
breakdowns, clarifications, 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
Lump Sum Price shall be limited to increased Cost of the Work due to the Change
Directive. The Contractor is not entitled to any markup on any kind of Change
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Orders except as authorized in Section 14.7, and if so authorized, any mark-up shall
be in accordance with Section 14.7.
(3) If the Department has not yet directed the Contractor to proceed with the change
described by a Change Directive, the Department may rescind it. If the Department
wishes to proceed, or has already directed the Contractor to proceed, the Contractor
shall immediately proceed with the changed Work and, the Department and the
Contractor shall use their good faith best efforts to reach an agreement upon the
modifications to the Substantial or Final Completion Dates, and/or the Lump Sum
Price that are justified by the Change Directive. If the Department and the
Contractor reach agreement, the agreement shall be set forth in a Change Order and
the Contractor shall also execute it, at which point it will become binding on both
Parties.
(4) If the parties fail to reach an agreement within sixty (60) days after the Department
receives the Contractor’s detailed statement pursuant to Section 1 4.3.2, and such
other documentation as the Department may request, the Contractor may assert a
claim in accordance with the Agreement. In such a case, and subject to adjustment
via the claims and disputes process, the Department shall unilaterally grant the
Contractor such adjustments, if any, to the Substantial or Final Completion Dates
or the Lump Sum Price.
Section 14.4 Notice of Change Event.
The Contractor must give the Department written notice of any Change Event within ten
(10) calendar days of the date on which the Contractor knew, or reasonably should have known,
of the Change Event. To the extent available, the notice must state the nature of the Change Event
and describe, generally, all changes in the Agreement to which the Contractor believes it is entitled.
Such notice is an express condition precedent to any claim or request for adjustment to the
Substantial or Final Completion Dates, or the Lump Sum Price arising from the Change Event and,
if the notice is not given within the required time, the Contractor will have waived the right to any
adjustment to the Substantial or Final Completion Dates, or the Lump Sum Price arising from the
Change Event.
Section 14.5 Detailed Change Request.
Within twenty (20) days after giving notice of a Change Event, the Contractor shall submit
a written Change Request to the Department describing, in reasonable detail, all adjustments it
seeks to the Substantial or Final Completion Dates or the Lump Sum Price as a result of the Change
Event. The Change Request shall include the same information as described in Section 14.3 with
respect to any Agreement changes the Contractor seeks due to the Change Event, and the amount
of any requested adjustment to the Lump Sum Price shall be limited in accordance with that Section
14.3.
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Section 14.6 Failure to Agree.
If the Contractor claims entitlement to a change in the Agreement, and the Department does
not agree that any action or event has occurred to justify any change in time or compensation, or
if the Parties fail to agree upon the appropriate amount of the adjustment in time or compensation,
the Department will unilaterally make such changes, if any, to the Agreement, as it determines are
appropriate pursuant to the Agreement. The Contractor shall proceed with the Work and the
Department's directives, without interruption or delay, and shall make a claim as provided in
Article 19 herein. Failure to proceed due to a dispute over a change request shall constitute a
material breach of the Contract and entitle the Department to all available remedies for such
breach, including, without limitation, termination for default.
Section 14.7 Markups.
For changes to the Lump Sum Price, the following conditions shall apply:
(1) For increases in the Work which the Contractor is permitted to perform with
their own forces, the Lump Sum Price shall be increased by the sum of: (i) the
Direct Cost of the Work; and (ii) a fee (covering home office overhead, field
supervision, general conditions and profit) of fifteen percent (15%) of the sum due
under (i);
(2) For increases in the Work performed by Subcontractors, the Lump Sum
Price shall be increased by the sum of: (i) the Direct Cost of the Work incurred by
the Subcontractor for the changed Work; (ii) a fee (covering home office overhead,
field supervision, general conditions and profit) equal to fifteen percent (15%) of
the sum due under (i) above for the Subcontractor performing such Work; and (iii)
a fee (covering the Contractor’s home office overhead, field supervision, general
conditions and profit) of five percent (5%) of the sum of items (i) and (ii).
Intervening tier Subcontractors shall be entitled to a markup of five percent (5%)
(covering home office overhead, field supervision, general conditions and profit);
provided, however, that in all situations and regardless of the number of tier
Subcontractors involved, the maximum markup on the Direct Cost of the Work
shall be twenty five percent (25%) and provided, further, that the Contractor shall
not be entitled to the markup referred to in item (iii) on changes unless such changes
exceed, either individually or in the aggregate, five percent (5%) of the Lump Sum
Price;
(3) When both additions and credits are involved in any one change in the
Work, the Contractor’s change order and markup shall be figured on the basis of
the net increase, if any;
(4) Fee will not be paid by the Department for overtime or weekend work unless
overtime is requested in writing and approved by the Department;
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(5) The amount of credit to be allowed by Contractor to Department for a
deletion or change which results in a net decrease in the Lump Sum Price shall be
the Cost avoided as confirmed by the Department plus fifteen percent (15%) for
profit on the deleted work;
(6) Direct Cost of 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 is not limited to:
(a) Labor. Payment will be made for direct labor cost plus indirect labor cost
such as insurance, taxes, fringe benefits and welfare provided such costs are
considered reasonable. Indirect costs shall be itemized and verified by receipted
invoices. If verification is not possible, up to eighteen percent (18%) of direct
labor costs may be allowed.
(b) Rented Equipment . Payment for required equipment rented from an
outside company that is neither an affiliate of, nor a subsidiary of, the
Contractor will be based on receipted invoices which shall not exceed rates
given in the current edition of the Rental Rate Blue Book for Construction
Equipment. If actual rental rates exceed manual rates, written justification shall
be furnished to the Contracting Officer for consideration. No additional
allowance will be made for overhead and profit. The Contractor shall submit
written certification to the Contracting Officer that any required rented
equipment is neither owned by nor rented from the Contractor or an affiliate of
or subsidiary of the Contractor.
(c) Contractor’s Equipment. Payment for required equipment owned by the
Contractor or an affiliate of the Contractor will be based solely on an hourly
rate derived by dividing the current appropriate monthly rate by 176 hours. No
payment will be made under any circumstances for repair costs, freight and
transportation charges, fuel, lubricants, insurance, any other costs and expenses,
or overhead and profit. Payment for such equipment made idle by delays
attributable to the Government will be based on one-half the derived hourly rate
under this subsection.
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Article 15 – BONDS
Section 15.1. Performance Bond and Payment Bond.
The Contractor 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 Lump
Sum Price. In addition to the delivery of the performance and payment bonds, the Contractor must
deliver to the Contracting Officer a copy of the executed Agreement of Indemnity under which the
bonds were issued. Such bond shall remain in full force and effect until Final Completion is
achieved and the Department shall be able to draw upon such bond regardless of the amount paid
by the Department to the Contractor , even if such amount exceeds the penal value of such bond.
Unless otherwise directed by the Department, the Contractor shall require all Subcontractors
whose Subcontract prices exceed One Hundred Thousand Dollars ($100,000) to provide payment
and performance bonds, with a penal sum equal to one hundred percent (100%) of the subcontract
price. Further, the Contractor must deliver to the Contracting Officer copies of its subcontractor’s
Agreements of Indemnity. All bonds must be in a form acceptable to the Department, its lenders
or bond trustee, and issued by a surety authorized to do business in the District of Columbia and
bonding company listed on the United States Department of Treasury’s Listing of Approved
Sureties. All subcontractors’ bonds must include a dual obligee rider, naming the Contractor and
the Department as dual obligees. If the Lump Sum Price is increased pursuant to the terms of the
Agreement, the Department may require that the amount of the bonds be increased in the amount
of one hundred percent (100%) of the increase, and the Contractor shall promptly comply. The
Contractor shall furnish a copy of its bonds to any potential beneficiary of the bonds, or permit
that person or company to make a copy. If the bonds provided become unacceptable to the
Department, the Contractor shall promptly provide substitute security acceptable to the
Department. If the Contractor intends to exercise its rights as dual obligee under any trade
Subcontractor’s bond, it shall first give the Department twenty (20) days written notice, so that the
Department may lodge any objection it may reasonably have to the proposed action.
15.1 Trade Subcontractor Bonds
The Contractor shall require that all trade subcontractors provide a payment and performance bond
having a penal value equal to One Hundred Percent (100%) of the cost of the trade subcontract.
All such bonds shall be written on a dual-oblige basis.
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Article 16 – CLAIMS & DISPUTE RESOLUTION
All claims or disputes arising out of this Agreement shall be governed by the terms of the
Standard Contract Provisions for Construction Contracts.
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Article 17 – EXHIBITS
List of attachments and exhibit n ames incorporated into the agreement between the
Department and Contractor.
Exhibit A Drawings and Specifications
Exhibit B Schedule of Values
Exhibit C Preconstruction & Construction Phase Deliverable List
Exhibit D Living Wage Act
Exhibit E Standard Contract Provisions for Construction Contracts
Exhibit F Project Schedule
Exhibit G SBE Subcontracting Plan
Exhibit H Non-capital Eligible Items
Exhibit I Key Personnel
Exhibit J Contractor’s Designated Representative
Exhibit K Department’s Designated Representatives
Exhibit L Turnover Protocol Document
Exhibit M Close-Out Deliverables
Exhibit N Lien Waivers
Exhibit O Equal Employment Opportunity and Hiring of District Residents
Exhibit P Davis-Bacon Act Wage Determination and 29 CFR 5.5
Exhibit Q RESERVED
Exhibit R Campaign Finance Reform Act
Exhibit S First Source Employment Agreement and Employment
Exhibit T Contractor’s Proposal
By Reference: Solicitation No. DCAM-24-CS-RFP-0019 and all addenda
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IN WITNESS WHEREOF, the Parties duly authorized representatives have executed this
Agreement (DCAM-24-CS-RFP-0019) as of the date written below.
DEPARTMENT OF GENERAL
SERVICES, an agency within the executive
branch of the Government of the District of
Columbia
By:
Name:
Title:
Date:
GRUNLEY CONSTRUCTION
COMPANY INC
By:
Name:
Title:
Date: