Proposed Contract with MCN Build, Inc to Contract No. DCAM-24-CS-RFP-0028

MURIEL BOWSER
MAYOR

August 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 §
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
Contract No. DCAM -24-CS-RFP-0028 with MCN Build, Inc., in the not -to-exceed amount of
$14,712,097.00 (including an existing letter contract amount of $995,000.00). The not -to-exceed
amount is an early release of funds for the initi al phase of the modernization of Whittier
Elementary School.

As part of the initial phase of the project, MCN Build, Inc. will provide design and preconstruction
deliverables while the District and MCN Build, Inc. finalize the full scope and guaranteed
maximum price for the project.

My administration is available to discuss any questions you may have regarding this contract
modification. To facilitate a response to any questions you may have, please contact Delano
Hunter, Director, Department of General Services (“DGS”), or have your staff contact Eric Njonjo,
Acting Chief Procurement Officer, DGS, at (202) 727-2800.

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

Sincerely,

Muriel Bowser
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GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement

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

COUNCIL CONTRACT SUMMARY
(Early Start Agreement #1 – Design Build Contract with a Letter Contract)

(A) Contract Number: DCAM-24-CS-RFP-0028

Proposed Contractor: MCN Build, Inc.

Contract Amount (ESA #1): Not-to-Exceed (“NTE”) amount: $14,712,097.00, (includes
$995,000.00 Letter Contract amount)

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

Term of Contract: November 15, 2024 (date of execution of Letter Contract
by the Department of General Services ( the “Department”
or “DGS”)) through July 15, 2026 (“Substantial
Completion Date for Modular Campus”), and July 17, 2028
(“Substantial Completion Date for Modernization”), with
an Administrative Term Date of March 15, 2029.

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

Source Selection Method: Competitive Request for Proposal

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

N/A.

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

The Notice to Proceed & Letter Contract (“Letter Contract”) was executed on November 15, 2024.

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

Once: Modification No. 1 to the Letter Contract, executed on March 3, 2025, extended the term of
the Letter Contract through September 30, 2025.

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

The total value of the services provided to date is $995,000.00, which represents the initial Not -to-
Exceed (“NTE”) amount established by the Letter Contract.

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

If approved, the early start agreement (“ESA”) to DCAM -24-CS-RFP-0028 (the “Contract”) will
authorize MCN Build, Inc. (the “Contractor”), to provide design -build services for the Whittier
Elementary School Modernization, located at 6201 5th Street NW, Washington, DC 20011, and
Modular Campus on Takoma Field located at the Intersection of Sheridan Street and 3 rd Street NW,
Washington, DC 20011 (“Whittier ES & Modular Campus”) (the “Project”). The ESA will cover the
fees, allowances, bonds, insurance, and general conditions needed to deliver the design and
preconstruction deliverables. The Project will be completed in two phases: (i) the Design and
Preconstruction Phase; and (ii) the Construction Phase. The Project's substantial completion shall
occur on or before July 15, 2026, for Modular Campus and July 17, 2028, for Modernization.

The Project includes full design and construction services for Whittier ES, which will be an
approximately 90,000 square-feet school facility. The Department of General Services (the
“Department” or “DGS”) seeks Council approval to execute the proposed Contract. If approved, the
Contract will establish an ESA in the not -to-exceed (“NTE”) amount of $14,712.097.00. As the
proposed Contract value is more than $1 million, Council approval is required for this contract action.

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

On July 19, 2024, the Department issued a Request for Proposals ( “RFP”) to engage a highly
qualified design-builder (“Design-Builder”) for Project.

The RFP was posted on the Department’s website on July 19, 2024, and a pre-proposal conference
and a site walk were held on July 29, 2024. The proposal’s due date was September 6, 2024, and
three (3) addenda were issued to the RFP.

Addendum No. 1, issued on July 30, 2024:
1. Provided the sign-in sheet and business cards from the pre-proposal conference, and site visit
held on July 29, 2024, at Whittier ES, located at 6201 5th Street NW, Washington, DC 20011.

Addendum No. 2, issued on August 9, 2024:
1. Extended proposal due date to September 6, 2024, at 2:00 P.M.
3

Addendum No. 3, issued on August 15, 2024:

1. Added a new section of 2.22 (Project Labor Agreement) language to the RFP.

Proposal Submissions:

On the Proposal due date, September 6, 2024, five (5) firms collectively, the “ Offerors” and each
individually, an (“Offeror”) submitted responsive proposals. One (1) proposal was found to be non-
responsive and was removed from further consideration.

Technical Evaluation Process:

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

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

Consensus Meeting:

After the Panel members had completed their individual evaluations of the proposals, the Panel met
on September 26, 2024, to develop a consensus technical score and supporting written narrative for
each Offeror. In developing the consensus score, the Panel discussed the details of each proposal in
light of the evaluation factors and subfactors.

Contracting Officer’s Independent Evaluation:

The Department’s Contracting Officer carefully reviewed each of the proposals and independently
rated each Offeror. He further carefully reviewed the evaluation process followed by the Panel, their
notes and scoresheets, and their final consensus technical evaluation. Considering the Department’s
historical experience with the proposed Offerors and, to the extent necessary, reviewing the
underlying proposals, the Contracting Officer scored the Offerors differently. The C ontracting
Officer’s review of all the Offerors’ technical proposals revealed that the Offerors submitted sound
and strong proposals.

Certified Business Enterprise Preference Points:

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

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Determination of a Fair and a Reasonable Price:

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

Contract Award:

By the award memorandum executed on October 9, 2024, the Department awarded Contract No.
DCAM-24-CS-RFP-0028 to the Contractor, as such award would be most advantageous to the
District.

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

The award of the Contract was not protested.

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

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

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

The Contractor is based in Washington, DC, and is a Certified Business Enterprise (“CBE”)
specializing in developments that enhance the community, including transformational projects that
promote economic sustainability, to include community, education, office, retail, healthcare, and
institutional spaces, in the District of Columbia, Maryland, and Northern Virginia.

Over the past fifteen years, MCN Build, Inc., has successfully managed numerous DC projects for
DGS. Its team has extensive experience working on new construction and highly sustainable, energy
efficient, or Net-Zero energy projects similar to the Project . The Contractor has completed projects
that clearly represent similar project experience and capabilities.

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

MCN Build, Inc., has successful experience with complex school modernization, renovation, and new
construction projects across Washington, D.C. These projects include:

1. Bard High School Early College Project.
2. MacFarland Middle School Project.
3. C.W. Harris Elementary School Project.
4. Jefferson Middle School Project.
5. Murch Elementary School Project.
6. Banneker Academic High School.

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

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

The Contractor is a certified business enterprise in accordance with the Act (CBE Number:
LR65116012028). Pursuant to D.C. Official Code § 2- 218.46 (d-1), the Contractor shall submit a
detailed subcontracting plan to DSLBD that meets the requirements of D.C. Official Code § 2-
218.46(d), before entering into a guaranteed maximum price . The Contactor’s preliminary
subcontracting plan is as follows:

Contract’s NTE Dollar Value: $14,712,097.00
Subcontracting Requirement %: 35%
Contractor’s Self-Performance Amount: $1,471,207.70
Subcontracting Plan Required Dollar Value: $4,634,311.26
Subcontracting Plan Actual Dollar Value: $3,702,324.00

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

The Contractor is required to provide all design, preconstruction, and construction services and other
services necessary to substantially complete the Modular Campus of the Project no later than July 15,
2026, and Modernization of the Project no later than July 17, 2028. In general, the Contractor must
perform the requirements contained in the Contract and meet or exceed the performance standards
therein. The Contractor is subject to liquidated damages of $2,500 per day of delay for failure to
timely achieve substantial completion of the Project. The Contract also provides a disincentive fee of
$25,000 for the replacement of key personnel without the Department’s prior approval and not as a
penalty, to reimburse the Department for its administrative costs arising from the Contractor’s failure
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to provide the key personnel.

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

The Letter Contract executed by the Department on November 15, 2024, provides for an initial NTE
amount of $995,000, representing the total expenditure of funds authorized to date.

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

The Office of the Chief Financial Officer has certified that the proposed Contract’s NTE amount is
consistent with the Department’s budget and that adequate funds are available in the Department’s
budget in accordance with § 47-392.01 and § 47-392.02 of the D.C. Official Code. 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 has been deemed legally sufficient by the Department’s Office of the General
Counsel and the Contractor does not appear to have any currently pending legal claims against the
District.

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

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

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

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

(R) 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.:

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According to the DSLBD website, the Contractor is a certified Local Business Enterprise , and
Resident-Owned Business Enterprise. The Contractor’s CBE Number is LR65116012028, with an
expiration date of January 28, 2028.

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

N/A.

(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 & 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):

N/A.

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

Contract award information is available on the DGS website. The Contract will be made available
on the DGS’s website upon approval.

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

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

(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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Exhibit A

Contracts that MCN Build, Inc. Currently Holds with The District (Not Limited to DGS only):

Contract Number Project Caption

Project Value
1. DCAM-24-CS-RFP-0004 Martin Luther King Elementary School $57,000,000
2. DCAM-23-CS-RFP-0018 Modular Campus at Nalle $16,000,000
3. DCAM-22-CS-RFP-0018 Browne Education Campus $97,000,000
4. DCAM-22-CS-RFP-0017 MacArthur High School $72,000,000
5. DCAM-22-CS-RFP-0002 Fort Lincoln Park $29,000,000
6. DCAM-21-CS-RFP-0013 Garfield Elementary School $52,000,000
7. DCAM-21-CS-RFP-0019 School Without Walls at Francis Stevens $78,500,000

Projects MCN Build, Inc. Is Currently Seeking with The District (Not limited to DGS only):

Contract Number Project Caption

Project Value
1. DCAM-23-CS-RFP-0037 New Fort Davis Community Center Building $27,500,000
2. DCAM-23-CS-RFP-0036 Crummel Community Center Modernization $28,300,000
3. DCAM-23-CS-RFP-0035 New Douglass Community Center
Modernization $20,000,000

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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
Contracts &
Procurement

Memorandum

To: Delano Hunter
Director

From: Antoinette Hudson - Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. DCAM-24-CS-RFP-0028
Design-Build Services for Whittier Elementary School Modernization & Modular Campus

Date: August 1, 2025

Subject: Fiscal Sufficiency Review

In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department” or “DGS”), I
hereby state that the Design-Build Agreement for Whittier Elementary School Modernization & Modular Campus ,
(DCAM-24-CS-RFP-0028), with MCN Build, Inc. (the “Contractor”) and a not -to-exceed (“NTE”) amount of
$14,712,097.00, is consistent with the Department’s current budget and that adequate funds are available in the
budget for the expenditure.

Per the Department’s Contracts & Procurement team, on November 15, 2024, the Letter Contract was executed by the
Department, with an initial NTE amount of $995,000.00. If approved, the proposed $13,717,097.00 will increase the
NTE amount to $14,712,097.00 ($995,000.00 + $13,717,097.00).

While funding in the amount of $14,712,097.00 is being approved for capital-eligible items only, there is an ineligible
amount of $953,500.00 listed in Exhibit AA of the contract. See the non-capital 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, un til operating funds are
available, via a purchase order for the same amount. For the avoidance of confusion, if the Contractor performs any
work with the ineligible costs of $953,500.00, as outlined in Exhibit AA, without express written authorization by a
duly authorized DGS Contracting Officer, the Contractor does so as its own risk.

The Department of General Services (DGS – Implementing AGY) has $14,712,097.00 in the District of Columbia
Public Schools (DCPS – Owner AGY) cumulative capital budget authority balance. $13,758,597.00 is funded through
FY2025. $953,500.00 is pending the FY2026 capital budget load for the Centralized Swing Space project – 100318.
Per the approved FY2025 – FY2030 CIP, Centralized Swing Space capital project will receive $ 16,852,659.00 in
FY2026.

The DIFS/PASS information is attached/below.

Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019

Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services

Project Name Project
Number
Fund
Detail AY Imp
AGY
Owner
AGY RQ/PO Amount Comments
AM0.YY1SPC.CENTRALIZED
SWING SPACE 100318 3030300 N/A AM0 GA0 PO718158 $ 612,148.00
Letter Contract
Modular Campus
Part of $995,000.00
AM0.WT337C.WHITTIER ES
MODERNIZATION/RENOVATION 100262 3030300 N/A AM0 GA0 PO718159 $ 382,852.00
Letter Contract
Modernization Part
of $995,000.00
AM0.WT337C.WHITTIER ES
MODERNIZATION/RENOVATION 100262 3030300 N/A AM0 GA0 RK305536 $ 500,000.00
FY25 Modernization
Capital Part of
Proposed
$13,717,097.00
AM0.YY1SPC.CENTRALIZED
SWING SPACE 100318 3030300 N/A AM0 GA0 RK305539 $ 12,263,597.00
FY25 Modular
Campus Capital Part
of Proposed
$13,717,097.00
AM0.YY1SPC.CENTRALIZED
SWING SPACE 100318 3030300 N/A AM0 GA0 RK305541 $ 953,500.00
FY26 Modular
Campus Ineligible
Part of Proposed
$13,717,097.00.
Pending the approval
of a reverse capital
paygo to operating
repro in FY26.
TOTAL $14,712,097.00

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
OFFICE OF THE GENERAL COUNSEL

MEMORANDUM

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

FROM: Kristen Walp
Senior Assistant General Counsel

SUBJECT: Legal Sufficiency Certification

Design-Build Agreement for Whittier Elementary School Modernization &
Modular Campus

Contract Number: DCAM-24-CS-RFP-0028
Contractor: MCN Build, Inc.

DATE: August 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
Contracts & Procurement Division
VIA ELECTRONIC MAIL ONLY
Date: October 29, 2024
Joseph Khoury
Principal/EVP of Preconstruction
MCN Build
1214 28th Street NW,
Washington, DC 20007
Reference: Request for Proposals (“RFP”) No. DCAM-24-CS-RFP-0028
Design-Build Services for Whittier Elementary School Modernization &
Modular Campus
Subject: Notice to Proceed and Letter Contract
Dear Mr. Joseph,
We refer to the proposal submitted by MCN Build, Inc. (the “Contractor” or “Design-Builder”) in
response to the above -referenced RFP. We are pleased to inform you that this work has been
awarded to MCN Build, Inc. and if this letter contract (“Letter Contract”) is signed by the
Contractor without modification of any kind, it will serve as a notice to proceed with the work
described below. This notice to proceed is subject to the following terms:
1. Letter Contract. This is a Letter C ontract between the Contractor and the District of
Columbia Government, acting by and through its Department of General Services (“DGS” or the
“Department”), and shall govern our relationship until such time as a final contract is entered into
for the work described in the above-referenced RFP (the “Definitized Contract”); provided,
however, that to the extent an issue is not covered in this Letter Contract, the RFP shall govern.
Once the Definitized Contract is executed by an authorized Contracting Officer , this Letter
Contract shall automatically be incorporated into and shall merge into and be superseded by the
Definitized Contract.
2. Scope of Work. The Contractor shall provide Design-Build Services for the Whittier
Elementary School Modernization & Modular Campus project, located at 6201 5th Street NW,
and the intersection of Sheridan Street NW and 3rd Street NW, Washington, DC 20011 as described
in the Contractor’s Proposal dated September 6, 2024, submitted in response to the subject RFP,
the Schedule of Values is attached to this Letter Contract as Exhibit A.
PR-013190/RK292746/RK292751
3924 Minnesota Avenue NE, 5th Floor Washington, DC 20019 |Telephone (202) 727.2800 | Fax (202) 727-7283
3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the
Contractor shall provide, at a minimum, the deliverables Exhibit C in accordance with the
requirements in the RFP, the Schedule of Values attached to this Letter Contract as Exhibit A, and
Form of Contract to the Department’s Program Manager and in the referenced instances to the
Contracting Officer.
In the event that the Contractor fails to timely submit any such deliverable, the Contractor shall
pay to the Department as a disincentive fee in the amount of Seven Thousand Five Hundred Dollars
($7,500.00) plus Five Hundred Dollars ($500.00) per day after receiving written notice from the
Contracting Officer of failure to submit each deliverable. This remedy is cumulative and does not
limit any other right or remedy of the Department under the contract or applicable District law.
4. Not to Exceed Amount. The limit of this authorization is up to $995,000.00 (“Not to
Exceed” amount or “NTE”) including $695,000.00 for a portion of the Design Fee, $88,136.00 for
a portion of the Design -Build Fee (including $65,465.00 for the Preconstruction Fee), $4,619.00
for a portion of the Payment and Performance Bonds, $7,245.00 for Insurance Burden,
$100,000.00 for Building Permit Allowance, and $100,000.00 for Exploratory Investigations
Allowance, as further described in the Schedule of the Values Exhibit A. In no event shall the
Contractor be entitled to receive more than the NTE under this Letter Contract unless authorized
in advance and in writing by a duly authorized DGS Contracting Officer. This not -to-exceed
amount includes all costs incurred by the Contractor in connection with the work authorized
hereby.
5. Construction Phase Compensation . The Contractor understands and agrees that the
Department makes no representation or warranty that the Contractor shall be entitled to serve as
the Design-Builder for the Project. If, however, the Department and the Contractor agree upon a
Guaranteed Maximum Price (“GMP”) and schedule for the Project, the Contractor agrees that it
shall be paid a Design Fee of $5,550,000.00, a Design-Build Fee of $2,250,000.00 and that the
Lump Sum General Conditions Cost shall be $4,080,000.00, to include the amounts in Section 4,
based on the schedule and budget set forth in the RFP. The Contractor further agrees to enter into
a design-build agreement that is substantially similar to the Agreement for Design-Build Services
issued with the RFP, subject only to such adjustments as we re requested by the Contractor in its
bid and which are agreed to by the Department.
6. Insurance. At all times while working under this Letter Contract, the Contractor shall
maintain insurance as described in the RFP. All such policies shall be endorsed to add the District
of Columbia, including, but not limited to, its Department of General Services, and the respective
agents, employees , and offices of each as additional insureds. The Contractor must maintain
insurance for all of their subcontractors as described in Exhibit H.
7. Duration. Once signed by the Contractor, the Letter Contract will become effective on the
date the Letter Contract is executed by the Department. This Letter Contract will terminate on the
earlier to occur of the following: (i) the date the Definitized Contract beco mes effective; or
(ii) April 30, 2025. DGS reserves the right to terminate this Letter Contract, in whole or specified
part, for convenience in the manner described in Article 5 and Article 6 of the District of Columbia
Department of General Services Standard Contract Provisions General Provisions for Construction
Contracts.
3924 Minnesota Avenue NE, 5th Floor Washington, DC 20019 |Telephone (202) 727.2800 | Fax (202) 727-7283
8. Billing. All invoices shall be submitted directly to the Department at the address specified
in the RFP. Purchase Order numbers should be included in all future invoices and accounting
records. Properly prepared invoices with the necessary backup shall be paid within thirty (30) days
of receipt. Invoices not paid by that date shall bear interest in accordance with the Quick Payment
Act.
9. Key Personnel. To carry out its duties, the Design -Builder shall provide at least the key
personnel identified in Exhibit F (“Key Personnel”), who shall carry out the functions identified
in Exhibit F. Among other things, the Key Personnel shall include:
A - Key Personnel of the Contractor:
The following individuals shall be considered key personnel (“Key Personnel”) of Design Builder:
(i) Project Manager;
(ii) Superintendent; and
(iii) Project Executive.
B - Key Personnel of the Architect/Engineer
The following individuals shall be considered the Key Personnel of the Architect:
i. Project Manager;
ii. Project Architect;
iii. Principal in Charge;
iv. Lead Mechanical Engineer; and
v. Lead Envelope Consultant.
It is contemplated that these Key Personnel will work from the design stage, purchasing and
throughout the bulk of the fieldwork. The Design-Builder’s obligation to provide adequate staffing
is not limited to providing the Key Personnel but is determined by the needs of the Project. If any
of the Key Personnel becomes unavailable to perform services in connection with the Letter
Contract due to death, disability, or separation from the employment of the Design-Builder or any
affiliate of the Design -Builder, then the Design -Builder shall promptly notify the Department’s
Contracting Officer and propose a replacement acceptable to the Department. The Department
shall be entitled to complete information before approving such replacement. Certain members of
the Design-Builder’s Key Personnel shall be subject to a replacement fee for their removal or
reassignment by the Design-Builder.
If the Design-Builder replaces one of the key personnel listed in Exhibit F as being subject to a
replacement fee, without the prior written consent of the Department, then the Design-Builder shall
pay the Department $25,000 for each replacement as a replacement fee and not a penalty, to
reimburse the Department for its administrative costs arising from the Design-Builder’s failure to
provide the Key Personnel. The foregoing replacement fee amount shall not bar recovery of any
other damages, costs, or expenses other than the Department’s internal administrative costs.
10. ProjectTeam. The Design -Builder shall utilize the Department’s current project
management software, ProjectTeam, to submit any and all project documentation required to be
3924 Minnesota Avenue NE, 5th Floor Washington, DC 20019 |Telephone (202) 727.2800 | Fax (202) 727-7283
provided by the Design -Builder for the Project, including, but not limited to: (i) requests for
information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full
package including all forms required by DGS); (v) certified p ayrolls (in addition to upload via
LCP Tracker); (vi) drawings and specifications; (vii) GMP and any Submissions that require
approval by the Council of the District of Columbia; (viii) punchlist; and (ix) other project
documents as may be designated by the Department.
Electronic storage and transmission of information via ProjectTeam system shall be compliant
with the provisions of the Document Security section of these General Requirements.
11. 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 p rofile. Properly prepared invoices with the necessary backup
shall be paid within thirty (30) days of receipt. Invoices not paid by that date shall bear interest in
accordance with the Quick Payment Act. For assistance with the registration process call (202)
741-5200 or visit http://vendorportal.dc.gov to submit an inquiry.
12. Purchase Order Number. This Letter Contract will become effective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division
will issue a purchase order number and will be sent in a separate cover. That number should be
included in all future invoices and accounting records. In the event that you do not obtain a
purchase order number please contact Safiullah Baran at safiullah.baran@dc.gov directly to obtain
this number.
13. Ownership and Use of Documents. All documents and work products prepared by the
Contractor shall become the property of the Department upon the payment of invoices submitted
under the Letter Contract.
14. Trade Work/Site Control . Unless otherwise directed by the Department, the Contractor
shall not perform any trade work or take control of the site. Any authorization to proceed with
trade work will include appropriate provisions relating to compliance documents (first source
employment agreement, Department of Small and Local Business Development ( “DSLBD”)),
bonds, insurance, and safety procedures. At a minimum, however, the Department’s Standard
Contract Provisions for Construction shall apply . In addition to the requirements set forth in any
such subsequent authorization, prior to executing this Letter Contract, the Contractor shall provide
the Department’s Contracting Officer with certificates evidencing insurance, a payment and
performance bond having a penal value equal to the then value of the Letter Contract and the
Contractor’s agreement of indemnity. In the event the Contractor fails to provide the Department
with such certificates of insurance, the agreement for indemnity or bond, the Department may
withhold any subsequent payment until such documents are provided.
15. Entire Agreement; Modification. This Letter Contract, along with the Standard Contract
Provisions, (Exhibit B1 – Architectural & Engineering Services and Exhibit B2 – Construction
Services) supersede all contemporaneous or prior negotiations, representations, course of dealing,
3924 Minnesota Avenue NE, 5th Floor Washington, DC 20019 |Telephone (202) 727.2800 | Fax (202) 727-7283
or agreements, either written or oral. No modifications to this Letter Contract shall be effective
against the Department and unless made in writing signed by the Department. Notwithstanding
the provisions of this Section 15, nothing herein shall limit the Department’s ability to
unilaterally modify this Letter Contract.
16.
Davis-Bacon Act Wage Determination and Title 29 CFR Davis Bacon Provision . The
Contractor agrees that the work performed under this Letter Contract shall be subject to the
Davis Bacon Wage Determination Act (40 U.S.C. §§ 3142-3148) Exhibit D1 and Title 29 Code of
Federal Regulations (“CFR”) part 5.5 Davis Bacon ProvisionExhibit D2 in effect at the time of
Letter Contract execution by the Department.
17. Living Wage Act . The Contractor agrees that the work performed under this Letter
Contract shall be subject to the Living Wage Act in effect at the time of Letter Contract execution
by the Department. As such, the Contractor and its subcontractors shall comply with the wage
reporting requirements imposed by the act as set forth in Exhibit G.
18. Nonprofit Fair Compensation Act of 2020, D.C. Code § 2-222.01 et seq.
18.1 Nonprofit organizations, as defined in the Act, shall include in their rates the indirect costs
incurred in the provision of goods or performance of services under this contract pursuant to the
nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement (NICRA). If a
nonprofit organization does not have an unexpired NICRA, the nonprofit organization may elect
to instead include in its rates its indirect costs:
(1) As calculated using a de minimis rate of 10% of all direct costs under this contract;
(2) By negotiating a new percentage indirect cost rate with the awarding agency;
(3) As calculated with the same percentage indirect cost rate as the nonprofit organization
negotiated with any District agency within the past 2 years; however, a nonprofit organization may
request to renegotiate indirect cost rates in accordance with Section 18.2; or
(4) As calculated with a percentage rate and base amount, determined by a certified public
accountant, as defined in the Act, using the nonprofit organization's audited financial statements
from the immediately preceding fiscal year, pursuant to the OMB Uniform Guidance, and certified
in writing by the certified public accountant.
18.2 If this contract is funded by a federal agency, indirect costs shall be consistent with the
requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations.
18.3 The Contractor shall pay its subcontractors which are nonprofit organizations the same
indirect cost rates as the nonprofit organization subcontractors would have received as a prime
contractor.
19. Equal Employment Opportunity and Hiring of District Residents.
The Contractor shall comply with applicable laws, regulations, and special requirements of the
Contract Documents regarding equal employment opportunity and affirmative action programs. In
3924 Minnesota Avenue NE, 5th Floor Washington, DC 20019 |Telephone (202) 727.2800 | Fax (202) 727-7283
accordance with the District of Columbia Administrative Issuance System, Mayor’s Order 85 -85
dated June 10, 1985. Exhibit I.
20. Performance And Payment Bonds. The Contractor agrees to post a payment and performance
bond having a penal value equal to the Agreement amount at the time the Agreement is executed.
The
Design-Builder will be required to post an updated payment and performance bonds to reflect the
GMP Amendment amount (Exhibit E).
21. Campaign Finance Reform Act. Prior to the execution of this Contract, the Design-Builder
shall complete and submit to the Department a completed Campaign Finance Reform Act Self -
Certification Form, Exhibit J, pursuant to D.C. Official Code § 1-1161.01.
22. Project Labor Agreement . The Design -Builder shall be required to negotiate a Project
Labor Agreement with the Baltimore -DC Metro Building and Construction Trades Council and
local union entities (the “Unions”), with the goal of promoting timely, safe, and cost -effective
delivery o f the Project. While the Department shall not be a signatory to the Project Labor
Agreement, the final language of the Project Labor Agreement shall be subject to review and
comment by the Department. The Department expects that the Design-Builder shall, upon receipt
of a notice to proceed, at once engage in negotiations with the Unions with the goal of finalizing a
Project Labor Agreement. It is the hope and expectation of the Department that negotiations with
the Unions will lead to a fully executed Project Labor Agreement no later than four (4) months
following the issuance of a notice to proceed. For the avoidance of doubt, the costs to the Design-
Builder to negotiate and administer the Project Labor Agreement shall be included in its General
Conditions and Design-Build Fee.
ISSUED BY: ACCEPTED BY:
The Department of General Services
By: By:
Name: Peter Henry Lyonga Name:
Title: Contracting Officer Title:
Date: Date:
Joseph Khoury
EVP of Preconstruction
11/3/2024
11/15/2024
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit A
Schedule of Values
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
Department of General Services
Whittier Elementary School
6201 5th Street NW DC 20011
Date: 10.21.2024 Area (s.f.): Architect: HCM
Rev.: Letter Contract Estimator(s): Engineer: Various
C.S.I. Description
01000 GENERAL REQUIREMENTS $0 $0 $0 $0.00
02000 EXISTING CONDITIONS - DEMOLITION $0 $0 $0 $0.00
03000 CONCRETE $0 $0 $0 $0.00
04000 MASONRY $0 $0 $0 $0.00
05000 STRUCTURAL STEEL $0 $0 $0 $0.00
05500 MISCELLANEOUS METALS $0 $0 $0 $0.00
06000 ROUGH CARPENTRY $0 $0 $0 $0.00
06400 ARCHITECTURAL MILLWORK $0 $0 $0 $0.00
07500 ROOFING & WATERPROOFING $0 $0 $0 $0.00
07900 JOINT SEALANTS $0 $0 $0 $0.00
08100 DOORS/FRAMES/HARDWARE $0 $0 $0 $0.00
08800 ALUMINUM & GLASS $0 $0 $0 $0.00
09200 GYPSUM WALLBOARD SYSTEMS $0 $0 $0 $0.00
09300 CERAMIC TILE $0 $0 $0 $0.00
09500 ACOUSTICAL CEILINGS $0 $0 $0 $0.00
09600 FLOORING $0 $0 $0 $0.00
09900 PAINTING $0 $0 $0 $0.00
10000 SPECIALTIES $0 $0 $0 $0.00
11000 EQUIPMENT $0 $0 $0 $0.00
12000 FURNISHINGS $0 $0 $0 $0.00
14000 ELEVATORS $0 $0 $0 $0.00
21000 FIRE PROTECTION $0 $0 $0 $0.00
22000 PLUMBING $0 $0 $0 $0.00
23000 H.V.A.C. $0 $0 $0 $0.00
26000 ELECTRICAL $0 $0 $0 $0.00
28000 LOW VOLTAGE $0 $0 $0 $0.00
31000 EARTHWORK $0 $0 $0 $0.00
32000 SITE IMPROVEMENTS $0 $0 $0 $0.00
33000 SITE UTILITIES $0 $0 $0 $0.00
Total Trades Cost $0 $0 $0 $0.00
PERSONNEL GENERAL CONDITIONS $0 $0 $0 $0.00
GENERAL CONDITIONS-NON PERSONNEL $0 $0 $0 $0.00
BUILDING PERMIT - ALLOWANCE $100,000 $0 $100,000 $1.11
PERMIT EXPEDITING $0 $0 $0 $0.00
DESIGN FEES $432,735 $262,265 $695,000 $7.72
UTILITY CONSUMPTION COSTS - ALLOWANCE $0 $0 $0 $0.00
MOVING COSTS - ALLOWANCE $0 $0 $0 $0.00
PRECONSTRUCTION FEE $65,465 $0 $65,465 $0.73
EXPLORATORY INVESTIGATIONS - ALLOWANCE $0 $100,000 $100,000 $1.11
INSURANCE BURDEN 2.00% $0 $7,245 $7,245 $0.08
BUILDERS RISK INSURANCE 0.00% $0 $0 $0 $0.00
DESIGN CONTINGENCY 0.00% $0 $0 $0 $0.00
CONSTRUCTION CONTINGENCY 0.00% $0 $0 $0 $0.00
ESCALATION 0.00% $0 $0 $0 $0.00
PERFORMANCE & PAYMENT BOND 1.25% $0 $4,619 $4,619 $0.05
Construction Cost $598,200 $374,129 $972,329 $10.80
DESIGN BUILD FEE 2.33% $13,948 $8,723 $22,671 $0.25
Total Cost $612,148 $382,852 $995,000 $11.06
MCN Build, Inc. • 1214 28th Street NW, Washington, DC, 20007 - 202.333.3424 - Fax 202.333.3425
Letter Contract
Cost per Square
foot
Letter Contract
SWING Total CostLetter Contract
MODULAR
1. Whittier ES Letter Contract 10152024 / 10/21/2024 / 2:16 PM 1
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit B1
The District of Columbia Department of General Services Standard Contract Provisions For
Architectural And Engineering Services Contract
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
1
District of Columbia Department of General Services
Released October 2018
Standard Contract Provisions
General Provisions
(Architectural & Engineering Services Contract)
2
ARTICLE 1. DEFINITIONS A. “Architect-Engineer” means the individual, individuals, and or firm identified as the “Architect- Engineer” in the preamble of Contract executed by and between the District and the Architect-Engineer for the Project. B. “Change Order” means a document signed by the District and the Architect-Engineer to authorize an addition, deletion or revision in the services, the Architect-Engineer’s cost of, or the time required for, the performance of any part of the services under the Contract, issued on or after the Effective Date of the Contract. C. “Contract” means the written contract for professional services between the District and the Architect-Engineer, including all exhibits, Standard Contract Provisions, and any duly executed amendments. D. “Contracting Officer” means the District official authorized to execute and administrate the Contract on behalf of the District. Within DGS, the Director is the Chief Contracting Officer. The Director may make delegations of procurement authority to additional contracting officers within DGS. E. “District” means the District of Columbia, Department of General Services, (the “Department” or “DGS”), a party to the Contract. F. “Project” means the District’s project identified in the Contract, of which Architect-Engineer's services under the Contract as a party. G. “Scope of Services” means any and all work done in any and all phases of the Project, pursuant to and as set forth by the Department in the Contract. H. “Day or Days” All references to day or days in these Standard Contract Provisions will be counted based on calendar days not business days. ARTICLE 2. GENERAL A. The Contracting Officer shall have authority to take any action provided for herein on behalf of the District, including approval, certifications, vouchers, acceptance and changes within the Scope of Services. B. The Architect-Engineer’s period of performance shall commence on the effective date as agreed and as specified in the Scope of Services or in each task order issued by the Contracting Officer and ends on the date all required services are satisfactorily completed in accordance with the terms of the Contract and Project close-out documents and all deliverables are delivered to the District. C. All services shall be prosecuted under the direction of a principal officer or responsible representative of the Architect-Engineer, approved by the Contracting Officer. The design of architectural, civil, structural, mechanical, plumbing, electrical, or other engineering features of the Project shall be accomplished in accordance with the terms of the Contract and reviewed and certified in accordance with applicable District of Columbia regulations by architects or engineers registered to practice in the District of Columbia in the particular professional field involved. D. The Architect-Engineer shall furnish sufficient technical, supervisory and administrative personnel
3
to ensure the efficient prosecution of the services in accordance with the approved Project Schedule. E. The Architect-Engineer agrees that duly authorized representatives of the District shall have access at all reasonable times to inspect and make copies of all notes, designs, drawings, specifications or other technical or non-technical data, including but not limited to payroll of company personnel, pertaining to the services performed under the Contract. F. The standard of care. The Architect-Engineer, its consultants and subcontractors shall perform the services consistent with the professional skill and care ordinarily provided by members of the same profession currently practicing under similar or same circumstances in the same or similar locality of the Project. The standard of care shall not be altered by the application, interpretation, or construction of this or any other provision of these Standard Contract Provisions or the Contract. ARTICLE 3. PROGRESS SCHEDULES AND REPORTS A. Generally. In addition to the requirements set forth in the Scope of Services and the requirements set forth elsewhere in the Contract, the Architect-Engineer shall furnish progress reports monthly, biweekly and with each payment request, describing accomplishments, decisions and overall progress made during the period covered by the report and including the most recent Project Schedule and as set forth in more detail in this Article 3. B. Monthly Reports. The Architect-Engineer shall provide written reports to the District, at a minimum on a monthly basis on the progress of the Project, including, but not limited to, a baseline schedule and schedule updates with narrative demonstrating the critical path of the services in Primavera format in the latest available version or as designated by the Contracting Officer. The monthly written reports shall also include, at a minimum, the services accomplished, problems encountered, cost updates, an economic inclusion report, cash flow updates, quality assurance reports and other similar relevant data as the District may reasonably require. C. Biweekly Updates. The Architect-Engineer shall also provide written update reports to the District on a biweekly basis, which shall reflect actual conditions of Project progress as of the date of the update. The update shall reflect the actual progress of designs or construction, as the case may be, identify developing delays, regardless of their cause, and reflect the Architect-Engineer's best projection of the actual date by which Substantial Completion and Final Completion of the Project will be achieved. Via a narrative statement (not merely a critical path method schedule), the Architect-Engineer shall identify the causes of any potential delay and state what, in the Architect-Engineer’s judgment, must be done to avoid or reduce that delay. The Architect-Engineer shall point out, in its narrative, changes that have occurred since the last update, including those related to major changes in the Scope of Services, 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 the latest version of Primavera format and reasonably acceptable to the District. The District 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. The District’s receipt of, and lack of objection to, any schedule update showing Substantial Completion or Final Completion later than
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the dates agreed upon shall not be regarded as the District’s agreement that the Architect-Engineer may have an extension of time, or as a waiver of any of the District’s rights, but merely as the Architect-Engineer’s representation that, in the Architect-Engineer's best projection, Substantial Completion or Final Completion of the Project may not be completed by the agreed upon date. Changes to the scheduled completion dates may be made only in the circumstances and only by the methods set forth in the Contract. D. Condition Precedent to Payment. All payments to Architect-Engineer are contingent upon satisfactory performance of the terms and conditions set forth in the Contract as determined by the Contracting Officer. Requisitions for payment shall be accompanied by a Project Progress Report which shall include the information set forth in this Article 3 and a statement indicating the percentage of completion of all required services for the Project. ARTICLE 4. RESPONSIBILITY OF THE ARCHITECT-ENGINEER A. Quality. The Architect-Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all designs, drawing, specifications, and other services furnished. The Architect-Engineer shall, without additional compensation correct or revise any errors or deficiencies in its designs, drawings, specification and other services. B. Scope of Services. The Architect-Engineer shall accomplish the design services required pursuant to the Scope of Services or under each task order. The services, as set forth in the Contract, shall include but are not limited to the services required to enable the District to award the related construction contract pursuant to standard District procedures, for the construction of the facilities designed at a price that does not exceed the estimated construction contract price set forth in the Contract. 1. If bids or proposals are not solicited within 180 days following the District’s acceptance of the services to be provided under the Scope of Services or task order, the Architect-Engineer shall, prepare an estimate of constructing the design submitted and such estimate will be used in lieu of bids or proposals to determine compliance with the funding limitation. 2. If the bids or proposals for the construction contract received exceed such estimated price, the Architect-Engineer shall perform such redesign and other services as are necessary to permit contract award within such funding limitation. Such redesign services shall be performed at no increase in the price of the Contract. However, the Architect-Engineer shall not be required to perform such additional services at no cost to the District if the unfavorable bids or proposals are the results of unforeseeable causes beyond the control and without the fault and negligence of the Architect-Engineer. C. Designing to Budget. The Architect-Engineer shall promptly advise the Contracting Officer if the Architect-Engineer finds that the Project design will exceed or is likely to exceed the funding limitations and the Architect-Engineer is unable to design a usable facility within these limitations. Upon receipt of such information, the Contracting Officer will review the Architect- Engineer’s revised estimate of construction cost. The Contracting Officer may, if he determines that the estimated construction contract price set forth in the Scope of Services or task order is so low that award of a construction contract not in excess of such estimate is improbable, authorize a change in the scope, quality or type of materials, or both, as required to reduce the estimated construction cost to an amount within the estimated construction contract price set forth elsewhere in the Contract or he may adjust such estimated construction contract price.
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D. Project Management and Inspection Entity. In the event the Contract requires the Architect- Engineer to provide construction period services, the Architect-Engineer shall also, at intervals of no less than once per week or as set forth in the Scope of Services, be responsible for: 1. Visits to Site and Observation of Construction. An Architect-Engineer representative who is knowledgeable of the Project and competent in each discipline that has trade activities and stages of construction being performed shall visit the site at the agreed-to intervals to observe as an experienced and qualified design professional the progress and quality of the various aspects of the contractor’s work. Based on information obtained during such visits and on such observations, the Architect-Engineer shall endeavor to determine whether such work is proceeding in accordance with the Contract Documents and shall keep the District informed of the general progress of the work in relation to the overall schedule. The Architect-Engineer shall document the site visit in writing and shall submit his findings in accordance with the report requirements set forth in Article 3 herein. 2. Inspections of Work in Progress by the Architect-Engineer. During his periodic visits to the site to observe the work in progress, the Architect-Engineer shall, as a minimum, spot check the work installed and in progress to determine compliance with the requirements of the Contract Documents and the codes and installation/workmanship standards listed therein. Defective and noncompliant work observed during such visits shall be noted in the Architect-Engineer’s reports and pointed out to the Contracting Officer and Program Manager. The Architect-Engineer shall identify for the Project Manager any specific checks or inspections to be made. The results of these inspections shall be made a part of the Project’s daily log and reports. The Architect-Engineer shall document the inspection in writing. 3. Supplemental Inspections and Tests. For work not in compliance with the Contract Documents, the Architect-Engineer shall, with the District’s approval, require additional or supplemental inspection or testing. The Architect-Engineer shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents and shall determine whether, in its opinion as an Architect-Engineer, their content complies with the requirements of each. The Architect-Engineer shall also determine whether the results certified indicate compliance with the Contract Documents. The Architect-Engineer shall document the inspection in writing. 4. Defective Work. During its site visits and based on its observation during such visits, the Architect-Engineer may disapprove the contractor’s work, or any portion thereof, while the work is in progress if Architect-Engineer believes that such work does not conform to the Contract Documents or the approved shop drawings or other submittals. The Architect-Engineer may also recommend that the District reject any work that the Architect-Engineer believes will not result in a completed Project that conforms generally to the Contract Documents or that it believes will prejudice the integrity of the design as reflected in the Contract Documents. The Architect-Engineer shall document the defective work in writing. E. Code and Regulatory Compliance. The Architect-Engineer is responsible for designing the project and administering the construction phase of the Project in accordance with applicable District of Columbia Codes and other regulatory requirements applicable to the Project. Nothing contained herein shall be construed as relieving the Architect-Engineer, any other professional design consultant, or any contractor, supplier or other participant from any professional or legal responsibility for performance. Reviews, comments and approvals by the Department of General Services and its divisions, or any employee or official of the District, in no way absolve any other person, firm or corporation involved in
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the Project from their full responsibilities under the applicable laws, codes and professional practice as required in projects for the District of Columbia. Lack of comment by a District of Columbia reviewer does not relieve the Architect-Engineer from designing to meet the applicable code or Architect-Engineer Manual requirements or applicable regulations related to water, sewer, fire department service, and other utilities. 1. Additional Costs. If the correction of a code or regulatory violation results in a Change Order during construction, any additional costs incurred shall be borne by the party responsible for the violation. The District shall bear only the costs attributable to the actual code or regulation-required enhancement of the Project. 2. Code Interpretation. If the Architect-Engineer believes that a code or a regulation is unclear as to meaning, the Architect-Engineer shall request a written opinion as to the applicable interpretation from the applicable regulatory agency, as appropriate. The Architect-Engineer shall be entitled to rely on the written opinion, if any, received from such agency. F. As-Built Drawings. At completion of the Project, the Architect-Engineer shall prepare a full set of record drawings showing the "as-built" condition of the Project and including the locations of all utilities based on his own records and upon information supplied by the Construction Manager, Contractor or Design-Builder, as applicable, on which the Architect-Engineer may rely. These drawings will consist of the original working drawings and the original of supplemental drawings and details modified to show the "as built" conditions both in paper, tracings, and electronic media. "As-built" drawings shall be turned over to the District as a condition precedent to Substantial Completion; final payment of the Architect-Engineer's fees shall not be due until the building is accepted by the District, the final Application for Payment is made, in acceptable form, to and accepted by the District, and record drawings and "as-built" drawings in the form of paper, tracings, and electronic media in the form of Compact Discs in latest version of AutoCAD. The District reserves the right to occupy the building, or portions thereof, prior to final acceptance. G. No Waiver. Neither the District’s review, approval or acceptance of, nor payment for, any of the services required under the Contract shall be construed to operate as a waiver or any rights under the Contract or of any cause of action arising out of the performance of the Contract, and the Architect-Engineer shall be and remain liable to the District in accordance with applicable law for all damages to the District caused by the Architect-Engineer’s negligent or intentionally wrongful act, omission or default while performing any of the services under the Contract. H. Remedies Inclusive. The rights and remedies of the District and the Architect-Engineer provided for under the Contract are in addition to any other rights and remedies provided by law. ARTICLE 5. PAYMENTS A. Invoices. The Architect-Engineer shall submit an invoice to the District, along with District- required documentation. The invoice shall generally itemize the various phases or parts of the Total Contract Amount, the value of the various phases or parts, the previously invoiced and approved amounts for payment, and the amount of the current invoice. The invoice shall also include a certification statement signed by the Architect-Engineer stating that the Architect- Engineer has paid its consultants, subcontractors and suppliers their individual proportional share of all previous payments, including interest if applicable, received from the District in accordance with the terms of the Architect-Engineer’s subcontract with such persons or companies and these Standard Contract Provisions. Invoices for reimbursables shall include documentation of costs for which reimbursement is sought. Invoices for Architect-Engineer Services being performed on an
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hourly rate basis shall show the technical classifications, names of the persons performing the Architect-Engineer services, man hours expended, marked up hourly rates for the classification, and the extended cost amount. B. Invoice Disputes. Unless there is a dispute about the compensation due the Architect-Engineer, including, but not limited to, claims by the District against the Architect-Engineer, then within thirty (30) days after receipt by the District of the Architect-Engineer's acceptable invoice, which shall be considered the invoice receipt date, the District shall pay to the Architect-Engineer the amount approved less any retainage and less any prior payments or advances made to Architect-Engineer. The date on which payment is due shall be referred to as the “payment date.” C. Frequency. Invoices prepared the Architect-Engineer relating to the amount and value of work and services performed by the Architect-Engineer under the Contract shall be made periodically (not more often than monthly) and sent to the District for payment, accompanied by such documentation and supporting data as may be required by the Contracting Officer. D. Retainage. Upon approval of such invoice amounts by the Contracting Officer and presentation of proper documentation by the Architect-Engineer, payment of the invoice amount as determined above less agreed upon retainage and all previous payments shall be made in accordance with the Quick Payment Act, D.C. Official Code §2-221.01 et seq. Unless otherwise provided for in the Contract, the retained payment percentage shall be 5%, provided, however, that if the Contracting Officer determines that the work is Substantially Complete and that the amount of retained percentages is in excess of the amount considered by him to be adequate for the protection of the District, he may in his discretion release to the Architect-Engineer such excess amount. E. Final Payment. Upon the satisfactory completion of the Architect-Engineer’s services and formal notification of its final acceptance by the Contracting Officer, the Architect-Engineer shall be paid the unpaid balance of any money due hereunder, including retained percentages. Prior to such final payment under the Contract or prior to settlement upon termination of the Contract and as a condition precedent thereto, the Architect-Engineer shall execute and deliver to the Contracting Officer a release of all claims against the District arising under or by virtue of the Contract other than such claims, if any, as may be specifically excepted by the Architect-Engineer from the operation of the release in stated amounts to be set forth therein. F. Document Ownership. All drawings, designs, specifications and other Architect-Engineer deliverables first produced solely for the District in the performance of the Contract, or in contemplation thereof, and all as-built drawings produced after completion of the work shall be and remain the sole property of the District and may be used on any other work without additional cost to the District. With respect thereto, the Architect-Engineer agrees not to assert any rights or to establish any claim under the design patent or copyright laws and not to publish or reproduce such matter in whole or in part or in any manner or form or authorize others so to do without the written consent of the District, until such time as the District may have released such matter to the public. Further, with respect to any architectural design which the District desires to protect by applying for and prosecuting a design patent application or otherwise, the Architect-Engineer agrees to furnish the Contracting Officer such duly executed instruments and other papers (prepared by the District) as are deemed necessary to vest in the District the rights granted it under this clause. The Architect-Engineer agrees to furnish and provide access to the originals or copies of all such materials on the request of the Contracting Officer for a period of three (3) years after completion for the project.
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G. Corrections of Work Post-Payment. Notwithstanding the acceptance and approval by the District of any services performed or provided by the Architect-Engineer, the Architect-Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all services furnished by the Architect-Engineer under the Contract. The Architect-Engineer shall, without additional compensation, correct or revise any errors or deficiencies or omissions in the Architect-Engineer’s services. H. Payment Not Waiver. The District’s review, approval or acceptance of, or payment for, any of the Materials and Services required under the Contract shall not constitute any representation, warranty or guaranty by the District as to the substance or quality of the matter reviewed, approved or accepted and shall not be construed to operate as a waiver or estoppel of any of the District's rights or privileges under the Contract or of any cause of action arising out of the performance of the Contract. No person or firm shall rely in any way on such review, approval or acceptance by the District. The Architect-Engineer shall be and remain liable in accordance with Applicable Law for all damages to the District caused by the Architect-Engineer. Review, approval or acceptance by the District or the Contracting Officer under the Contract shall not constitute approval otherwise required by any of the District departments, boards, commissions, or other regulatory agencies in the exercise of their independent regulatory authority. I. Errors and Omissions. Without limiting the Architect-Engineer’s responsibility set forth above, such responsibility, by way of illustration shall include the following: If any error or omission in the Construction Documents submitted by the Architect-Engineer requires a change in the Scope of Services or any portion thereof, the Architect-Engineer shall promptly complete such change at no additional cost to the District. J. Compensation Disputes. Disputes regarding the compensation due the Architect-Engineer may include, but are not limited to, the amount due, the value or percentage of the Architect- Engineer Services completed, defects or deficiencies in the Architect-Engineer Services, quality of the Architect-Engineer Services, compliance with the Contract Documents, completion itself, or negligent performance of professional services on the part of the Architect-Engineer. In the event of disputes, payment shall be mailed on or before the Payment Date for amounts and Architect-Engineer Services not in dispute, subject to any setoffs claimed by the District. K. Adjustments. All prior payments, whether based on estimates or otherwise, may be corrected and adjusted in any payment and shall be corrected and adjusted in the final payment. In the event that any invoice by the Architect-Engineer contains a defect or impropriety which would prevent payment by the Payment Date, the District shall notify the Architect-Engineer in writing of such defect or impropriety within ten (10) days after the invoice receipt date. Any disputed amounts determined by the District to be payable to the Architect-Engineer shall be due thirty (30) days from the date the dispute is resolved. Interest shall be paid by the District in accordance with the Quick Payment Act, D.C. Official Code §2-221.01 et seq. L. Payments to Subcontractors. The Architect-Engineer shall make a payment to each of its Consultants and Subcontractors, not later than seven (7) calendar days after receipt of amounts paid to the Architect-Engineer by the District, in an amount equal to the proportionate share of the total payment, including any interest, received from the District attributable to the Architect-Engineer Services performed by Consultants and Subcontractors less a retainage of not more than five percent (5%) if provided for in the applicable subcontract, said retainage being the same money, not additional money, retained by the District from the payment to the Architect-Engineer.
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ARTICLE 6. CHANGES A. Generally. The Contracting Officer may at any time by written order make changes within the general scope of the Contract to the Scope of Services to be performed under each task order. If such changes cause an increase or decrease in the Architect-Engineer’s cost of or time required for performance of any service under the Contract, or both, upon approval of the Contracting Officer, an equitable adjustment shall be made and the Contract shall be modified in writing by the Contracting Officer accordingly. Any claim of the Architect-Engineer for adjustment under this clause must be made in writing to the Contracting Officer within ten (10) days from the date of receipt by the Architect-Engineer of the notification of change unless the Contracting Officer grants a further period of time before the date of final payment under this Contract. If the Architect-Engineer requests changes to the Scope of Services, the Architect-Engineer must demonstrate to the satisfaction of the District that the changes are necessary and not due to the acts or omissions of the Architect-Engineer. Generally, the time of performance of the Contract and/or any task order may be extended for the administrative convenience of the District or for other purposes whenever the Contracting Officer determines such action will not be a cause for additional fee or other related cost. B. Additional Compensation. Compensation to the Architect-Engineer beyond the monetary limits set forth in the Contract shall only be made if and when a Change Order to the Contract is duly executed by the Parties. Nothing herein shall limit the District’s ability to make changes to the Contract unilaterally. C. Designated Change Orders. The Contracting Officer may, at any time, by written order designated or indicated to be a change order, make any changes in the work within the general scope of the Contract, including but not limited to changes: 1. In the Contract drawings and specifications; 2. In the method or manner of performance of the services; 3. In the District furnished facilities, equipment, materials or services; or 4. Directing acceleration in the performance of the services. Nothing provided in this Article shall excuse the Architect-Engineer from proceeding with the prosecution of the services so changed. D. Other Change Orders. Any other written order or an oral order (which term as used in this Section shall include direction, instruction, interpretation, or determination) from the Contracting Officer which causes any such change, shall be treated as a Change Order under this Article, provided that the Architect-Engineer gives the Contracting Officer written notice stating the date, circumstances and sources of the order and that the Architect-Engineer regards the order as a Change Order. E. General Requirements. Except as herein provided, no order, statement or conduct of the Contracting Officer shall be treated as a change under this Article or entitle the Architect- Engineer to an equitable adjustment hereunder. If any change under this Article causes an increase or decrease in the Architect-Engineer’s cost of, or the time required for, the performance of any part of the services under the Contract whether or not changed by any order, an equitable adjustment shall be made and the Contract modified in writing accordingly; provided, however, that except for claims based on defective specifications, no claim for any change under (B) above shall
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be allowed for any cost incurred more than thirty (30) days before the Architect-Engineer gives written notice as therein required unless this thirty (30) day period is extended by the Contracting Officer and provided further, that in case of defective drawings and specifications, the equitable adjustment shall include any increased cost reasonably incurred by the Architect- Engineer in attempting to comply with such defective drawings and specifications. 1. If the Architect-Engineer intends to assert a claim for an equitable adjustment under this Article, the Architect-Engineer must, within thirty (30) days after receipt of a written Change Order under (A) above or the furnishing of a written notice under (D) above, submit to the Contracting Officer a written statement setting forth the general nature and monetary extent of such claim, unless this period is extended by the Contracting Officer. The statement of claim hereunder may be included in the notice under (D) above. 2. With respect to the notification obligations of the Architect-Engineer hereunder, time is of the essence. A failure to provide timely notice constitutes waiver of the claim. No claim by the Architect-Engineer for an equitable adjustment hereunder shall be allowed if asserted after final payment under the Contract. F. Change Order Breakdown. Contract prices shall be used for Change Order work where the services, as changed, are of similar nature; no other costs, overhead or profit will be allowed. 1. Where Contract prices are not appropriate and the nature of the change is known in advance of construction, the parties shall attempt to agree on a fully justifiable adjustment of the Architect-Engineer’s compensation and time for performance. 2. When Contract prices are not appropriate, or the parties fail to agree on equitable adjustment, or in processing claims, equitable adjustment for Change Order work shall be per this Article and Article 7 and shall be based upon the breakdown shown in following subsections a) through g). The Architect-Engineer shall assemble a complete cost breakdown that lists and substantiates each item of work and each item of cost. 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 by the District. Indirect costs shall be itemized and verified by receipted invoices. If verification is not possible, up to 18 percent of direct labor costs may be allowed. In addition, up to 20 percent of direct plus indirect labor costs may be allowed for overhead and profit. b) Rented Equipment—Payment for required equipment rented from a third party company that is neither an affiliate of, nor a subsidiary of, the Architect-Engineer will be based on receipted invoices, which shall not exceed rates given in the current edition of the Rental Rate Blue Book for Construction Equipment published by Data Quest. If actual rental rates exceed manual rates, written justification shall be furnished to the Contracting Officer for consideration. No additional allowance will be made for overhead and profit. The Architect-Engineer shall submit written certification to the Contracting Officer that any required rented equipment is neither owned by nor rented from the Architect-Engineer or an affiliate of or subsidiary of the Architect- Engineer. c) Architect-Engineer’s Equipment—Payment for required equipment owned by the Architect-Engineer or an affiliate of the Architect-Engineer will be based solely on an hourly rate
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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 District will be based on one-half the derived hourly rate under this subsection. d) Miscellaneous—No additional allowance will be made for general superintendence, use of small tools and other costs for which no specific allowance is herein provided. e) Subcontract Work—Payment for additional necessary subcontract work will be based on applicable procedures in a) through f), to which total additional subcontract work, up to an additional 10 percent, may be allowed for the Architect-Engineer’s overhead and profit. G. Significant Changes in Character of Services. 1. The Contracting Officer reserves the right to make, in writing, at any time during the performance of services, such changes in quantities and such alterations in the services as are necessary to satisfactorily complete the Project. Such changes in quantities and alterations shall not invalidate the Contract, and the Architect-Engineer agrees to perform the services as altered. 2. If the alterations or changes in quantities significantly change the character of the services under the Contract, whether or not changed by any such different quantities or alterations, an adjustment, excluding loss of anticipated profits, will be made to the Contract. The basis for the adjustment shall be agreed upon prior to the performance of the services. If a basis cannot be agreed upon, then an adjustment will be made either for or against the Architect-Engineer in such amount as the Contracting Officer may determine to be fair and reasonable. 3. If the alterations or changes in quantities significantly change the character of the services to be performed under the Contract, the altered services will be paid for as provided elsewhere in the Contract. 4. The term “significant change” shall be construed to apply only to the following circumstances: a. When the character of the services as altered differs materially in kind or nature from that involved or included in the original proposed construction; or b. When an item of work is increased in excess of 125 percent or decreased below 75 percent of the original Contract quantity. Any allowance for an increase in quantity shall apply only to that portion in excess of 125 percent of original Contract item quantity, or in the case of a decrease below 75 percent, to the actual amount of services performed. 5. If the parties fall to agree upon the adjustment to be made, the dispute shall be processed as provided in Article 10 hereof entitled “Disputes”. Nothing provided in this section shall excuse the Architect-Engineer from proceeding with the prosecution of services so changed. ARTICLE 7. EQUITABLE ADJUSTMENT OF CONTRACT TERMS The Architect-Engineer is entitled to an equitable adjustment of the contract terms whenever the following situations develop: A. Differing Site Conditions. 1. During the progress of the work, if subsurface or latent physical conditions are encountered at the site differing materially from those indicated in the Contract or if unknown physical
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conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the work provided for in the Contract, are encountered at the site, the Architect-Engineer, upon discovering such conditions, shall promptly notify the Contracting Officer in writing of the specific differing conditions before they are disturbed and before the affected work is performed. 2. Upon written notification, the Contracting Officer will investigate the conditions, and if he/she determines that the conditions materially differ and cause an increase or decrease in the cost or time required for the performance of any work under the contract, or both, an adjustment, excluding loss of anticipated profits, will be made and the Contract modified in writing accordingly. The Contracting Officer will notify the Architect-Engineer of his/her determination whether or not an adjustment of the Contract is warranted. 3. No contract adjustment which results in a benefit to the Architect-Engineer will be allowed unless the Architect-Engineer has provided the required written notice; a failure to notify the Contracting Officer of the changed conditions prior to work being disturbed by said conditions shall constitute a permanent waiver of all right to compensation related to the changed conditions by the Architect-Engineer. 4. No contract adjustment will be allowed under this clause for any effects caused on unchanged work. B. Suspension of Work Ordered by Contracting Officer. 1. If the performance of all or any portion of the work is suspended or delayed by the Contracting Officer in writing for an unreasonable period of time (not originally anticipated, customary, or inherent to the nature of the services) and the Architect-Engineer believes that additional compensation or contract time, or both, is due as a result of such suspension or delay, the Architect-Engineer shall submit to the Contracting Officer in writing a request for equitable adjustment within ten (10) days of receipt of the notice to resume work. The request shall set forth the reasons and support for such adjustment. 2. Upon receipt, the Contracting Officer will evaluate the Architect-Engineer’s request. If the Contracting Officer agrees that the cost or time required for the performance of the Contract, or both, has increased as a result of such suspension and the suspension was caused by conditions beyond the control or and not the fault of the Architect-Engineer or its consultants or subcontractors at any approved tier, and not caused by weather, the Contracting Officer will make an adjustment (excluding profit) and modify the contract in writing accordingly. The Contracting Officer will notify the Architect-Engineer of his/her determination whether or not an adjustment of the Contract is warranted. 3. No contract adjustment will be allowed unless the Architect-Engineer has submitted the request for adjustment within the time prescribed; a failure to submit a request for adjustment in the time prescribed shall constitute waiver of all right to compensation related to the suspension of work by the Architect-Engineer. ARTICLE 8. TERMINATION A. Termination for Default. Termination, whether for default or convenience is not a Government claim. The Contracting Officer may terminate the Contract, or any task order issued thereunder by the Contracting Officer, for default, in whole or in part, if the termination is in the best interests of the Government, and the Architect-Engineer does any of the following: 1. Fails to complete the Services within the time specified in the Contract or any modification (including task orders); 2. Fails to make sufficient progress on contract performance so as to endanger performance
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of the Contract (including any task order) within the time specified or in the manner specified in the Contract; 3. Fails or refuses to go forward with the services in accordance with the direction of the Contracting Officer; 4. Expresses through word or conduct an intention not to complete the services in accordance with the directions of the Contracting Officer; 5. Fails to perform any of the other provisions of the Contract (or any task order); 6. Materially deviates from the representations and capabilities set forth in the Architect- Engineer’s response to the solicitation. B. Final Decision of Contracting Officer. A termination for default is a final decision of the Contracting Officer. In order to contest a termination for default, the Architect-Engineer must submit a certified request to convert the termination for default to a termination for convenience with all documents supporting such conversion and comply with all Contract provisions and laws relating to terminations for convenience, including the submission of a certified termination for convenience settlement proposal. The submission of the certified request for conversion to a termination for convenience and certified termination settlement proposal to the Contracting Officer must occur prior to ninety (90) days from the date of the Contracting Officer’s final decision. C. Delays. If the Architect-Engineer refuses or fails to prosecute the services, or any separable part thereof, with such diligence as will provide for its completion within the time specified in the Contract, or any extension thereof, or fails to complete said services within the specified time, the District may, by written notice to the Architect-Engineer, terminate its right to proceed with the services or such part of the services involving the delay. In such event, the District may take over the services and prosecute the same to completion, by contract or otherwise, and may take possession of and utilize in completing the services such materials as may have been paid for by the District. Whether or not the Architect- Engineer’s right to proceed with the services are terminated, the Architect-Engineer shall be liable for any liability to the District resulting from the Architect-Engineer’s refusal or failure to complete the services within the specified time. 1. If fixed and agreed liquidated damages are provided in the Contract and if the District does not so terminate the Architect-Engineer’s right to proceed, the resulting damage will consist of such liquidated damages until the services are completed and accepted. 2. The Architect-Engineer’s right to proceed shall not be so terminated nor the Architect- Engineer charged with resulting damage if: a) The delay in the completion the services arises from unforeseeable causes beyond the control and without the fault or negligence of the Architect-Engineer, including but not restricted to acts of God, acts of the public enemy, acts of the District in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the District, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, climatic conditions beyond the normal which could be anticipated, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of both the Architect-Engineer and such consultants or subcontractors at any tier; and b) The Architect-Engineer, within 72 hours from the beginning of any such delay, (unless the
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Contracting Officer grants a further period of time before the date of final payment under the Contract) notifies the Contracting Officer in writing of the causes of delay. 3. The Contracting Officer shall ascertain the facts and the extent of the delay and extend the time for completing the services when, in his/her judgment, the findings of fact justify such an extension, and his/her findings of fact shall be final and conclusive on the parties, subject only to appeal as provided in Article 7 herein. 4. If, after notice of termination of the Architect-Engineer’s right to proceed under the provisions of this Article, it is determined for any reason that the Architect-Engineer was not in default under the provisions of this Article, or that the delay was excusable under the provisions of this Article, the rights and obligations of the parties shall be in accordance with Article 6 herein. Failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of Article 7 herein. 5. The rights and remedies of the District provided in this Article are in addition to any other rights and remedies provided by law or under the Contract. 6. The District may, by written notice, terminate the Contract or a portion thereof as a result of an Executive Order of the President of the United States with respect to the prosecution of war or in the interest of national defense. When the Contract is so terminated, no claim for loss of anticipated profits will be permitted. D. Opportunity to Cure. Notwithstanding the foregoing sections A and C, the Contract will not terminate as a result of the failure to perform if the Architect-Engineer begins, immediately upon receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure with no more than ten (10) days of receipt thereof. The Contracting Officer in its sole discretion, but is not obligated to, may extend the period to cure if the Department finds a legitimate reason for the extension. E. Termination for Convenience of the District Government 1. The performance of services under the Contract, or any task order issued thereunder by the Contracting Officer, may be terminated by the District in accordance with this Article, in whole or in part, whenever the Contracting Officer shall determine that such termination is in the best interest of the District. Any such termination shall be effected by delivery to the Architect-Engineer of a Notice of Termination specifying the extent to which performance of services under the Contract (or task order) is terminated, and the date upon which such termination becomes effective. 2. After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Architect-Engineer shall: a) Stop work under the Contract (or task order) on the date and to the extent specified in the Notice of Termination. b) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the services under the Contract (or task order) as is not terminated. c) Terminate all orders and subcontracts to the extent that they relate to the performance of the services terminated by the Notice of Termination.
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d) Assign to the District, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title and interest of the Architect-Engineer under the orders and subcontracts so terminated, in which case the District shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. e) Settle all outstanding liabilities and all claims arising out of such termination of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all purposes of this Article. f) Transfer title to the District and deliver in the manner, at the times, and to the extent, if any, directed by the Contracting Officer completed, or partially completed plans, drawings, information and other property which, if the Contract (or task order) had been completed, would have been required to be furnished to the District. g) Complete performance of such part of the services as shall not have been terminated by the Notice of Termination. h) Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to the Contract that is in the possession of the Architect-Engineer and in which the District has or may acquire an interest. i) The Architect-Engineer shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining or adjusting the cost, or any item of reimbursable cost, under this Article. 3. After receipt of a Notice of Termination, the Architect-Engineer shall submit to the Contracting Officer its termination claim, in the form with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than ninety (90) days from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Architect-Engineer made in writing within such ninety (90)-day period or authorized extension thereof. In the event the Architect- Engineer was terminated for default and it asserts that it is entitled to a termination for convenience, its certified request for the conversion of the default termination to one for convenience and its certified termination settlement proposal must be submitted to the Contracting Officer prior to the expiration of ninety (90) days from the date of the default termination. With respect to a termination for convenience, if the Contracting Officer determines that the facts justify such action, he/she may receive and act upon any such termination claim at any time after such ninety (90)-day period or extension thereof. Nothing herein shall be construed to extend the time for the submission of a claim hereunder for a defaulted Architect-Engineer beyond ninety (90) days from the date of the default termination. Upon failure of the Architect- Engineer to submit his termination claim within the time allowed, the Contracting Officer may, subject to any review required by the District’s procedures in effect as of the date of execution of the Contract, determine, on the basis of information available to him/her, the amount, if any, due to the Architect-Engineer by reason of the termination and shall thereupon pay to the Architect-Engineer the amount so determined. 4. Subject to the provisions of Section 3 above, and subject to any review required by the District’s procedures in effect as of the date of execution of the Contract, the Architect- Engineer and Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Architect-Engineer by reason of the total or partial termination of services pursuant to this Article, which amount or amounts may include a reasonable allowance for profit on services completed; provided, that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Contract price as reduced by the amount of
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payments otherwise made and as further reduced by the Contract price of any services not terminated. The Contract shall be amended accordingly, and the Architect-Engineer shall be paid the agreed amount. Nothing in Section 5 below prescribing the amount to be paid to the Architect-Engineer in the event of failure of the Architect-Engineer and the Contracting Officer to agree upon the whole amount to be paid to the Architect-Engineer by reason of the termination of services pursuant to this Article, shall be deemed to limit, restrict or otherwise determine or effect the amount or amounts which may be agreed upon to be paid to the Architect-Engineer pursuant to this paragraph. 5. In the event of the failure of the Architect-Engineer and the Contracting Officer to agree as provided in Section 4 above upon the whole amount to be paid to the Architect-Engineer by reason of the termination of services pursuant to this Article, the Contracting Officer shall, subject to any review required by the District’s procedures in effect as of the date of execution of the Contract, determine, on the basis of information available to him/her, the amount, if any, due the Architect-Engineer by reason of the termination and shall pay to the Architect-Engineer the amounts determined by the Contracting Officer, as follows, but without duplication of any amounts agreed upon in accordance with Section 4 above: a) With respect to all Contract work performed prior to the effective date of the Notice of Termination, the total (without duplication of any items) of: i) The cost of such services; ii) The cost of settling and paying claims arising out of the termination of services under subcontracts or orders as provided in Section 2(e) above, exclusive of the amounts paid or payable on account of supplies or materials delivered or services furnished by the subcontractor prior to the effective date of the Notice of Termination of work under the Contract, which amounts shall be included in the cost on account of which payment is made under on Section 5(a)(i) above; and iii) A sum, as profit on Section 5(a)(i) above, determined by the Contracting Officer to be fair and reasonable; provided however, that if it appears that the Architect- Engineer would have sustained a loss on the entire Contract had it been completed, no profit shall be included or allowed under this subparagraph and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss; and provided further that profit shall be allowed only on preparations made and services performed by the Architect-Engineer for the terminated portion of the Contract (or task order) but may not be allowed on the Architect-Engineer’s settlement expenses. Anticipatory profits and consequential damages shall not be allowed. Any reasonable method may be used to arrive at a fair profit, separately or as part of the whole settlement. b) The reasonable cost of the preservation and protection of property incurred pursuant to Section 2(i); and any other reasonable cost incidental to termination of services under the Contract including expense incidental to the determination of amount due to the Architect-Engineer as the result of the termination of work under the Contract. 6. The total sum to be paid to the Architect-Engineer under Section 5(a) above shall not exceed the total Contract price as reduced by the amount of payments otherwise made and as further reduced by the Contract price of services not terminated. Except for normal spoilage, and except to the extent that the District shall have otherwise expressly assumed the risk of loss, there shall be excluded from the amounts payable to the Architect-Engineer under Section 5(a) above, the fair value, as determined by the Contracting Officer, of property which is destroyed, lost, stolen or damaged so as to become undeliverable to the District 7. The Architect-Engineer shall have the right of appeal, under Article 9 herein, from any determination made by the Contracting Officer under Sections 3 or 5, above, except that, if
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the Architect-Engineer has failed to submit its claim within the time provided in Section 3 above and has failed to request extension of such time, the Architect-Engineer shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due under Sections 3 or 5, above, the District shall pay to the Architect-Engineer the following: a) If there is no right of appeal hereunder or if no timely appeal has been taken, the amount so determined by the Contracting Officer, or b) If an appeal had been taken, the amount finally determined on such appeal. 8. In arriving at the amount due the Architect-Engineer under this Article there shall be deducted: a) all unliquidated advance or other payments on account theretofore made to the Architect-Engineer, applicable to the terminated portion of the Contract (or task order); b) any claim which the District may have against the Architect-Engineer in connection with the Contract; and c) the agreed price for, or the proceeds of sale of, any materials, supplies or other things kept by the Architect-Engineer or sold, pursuant to the provisions of this Article and not otherwise recovered by or credited to the District. 9. If the termination hereunder be partial, prior to the settlement of the terminated portion of the Contract (or task order), the Architect-Engineer may file with the Contracting Officer a request in writing for an equitable adjustment of the price or prices specified in the Contract relating to the continued portion of the Contract (the portion not terminated by the Notice of Termination), and such equitable adjustment as may be agreed upon shall be made at such price or prices; however, nothing contained herein shall limit the right of the District and the Architect-Engineer to agree upon the amount or amounts to be paid to the Architect-Engineer for the completion of the continued portion of the Contract when said Contract does not contain an established Contract price for such continued portion. 10. The District may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Architect-Engineer in connection with the terminated portion of the Contract (or task order) whenever in the opinion of the Contracting Officer the aggregate of such payments shall be within the amount to which the Architect-Engineer will be entitled hereunder. If the total of such payments is in excess of the amount finally agreed or determined to be due under this Article, such excess shall be payable by the Architect-Engineer to the District upon demand, together with interest in accordance with the Quick Payment Act, D.C. Official Code §2-221.01 et seq. 11. Unless otherwise provided in the Contract or by applicable statute, the Architect-Engineer, from the effective date of termination and for a period of three (3) years after final settlement under the Contract, shall preserve and make available to the District at all reasonable times at the office of the Architect-Engineer, but without direct charge to the District, all its books, records, documents and other evidence bearing on the costs and expenses of the Architect-Engineer under the Contract and relating to the services terminated hereunder, or, to the extent approved by the Contracting Officer, photographs and other authentic reproductions thereof. 12. By virtue of a Termination for Convenience, the Architect-Engineer shall not become entitled to payment for defective services, deficient services, rejected services, or services not in accordance with the plans or specifications set forth in the Contract. ARTICLE 9. DISPUTES
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A. Generally. All disputes arising under or relating to the Contract shall be resolved as provided herein. B. Claims by the Architect-Engineer against the District. 1. Claim, as used in this Section B of Article 9, means a written assertion by the Architect- Engineer seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to the Contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. a) All claims by the Architect-Engineer against the District arising under or relating to the Contract shall be in writing and shall be submitted to the Contracting Officer for a decision. b) Within 120 days after receipt of a claim, the Contracting Officer shall issue a decision, whenever possible taking into account factors such as the size and complexity of the claim and the adequacy of the information in support of the claim provided by the Architect-Engineer. c) Any failure by the Contracting Officer to issue a decision on a Contract claim within the required time period shall be deemed to be a denial of the claim and shall authorize the commencement of an appeal on the claim as otherwise provided. i) If the Architect-Engineer is unable to support any part of its claim and it is determined that the inability is attributable to a material misrepresentation of fact or fraud on the part of the Architect-Engineer, the Architect-Engineer shall be liable to the District for an amount equal to the unsupported part of the claim in addition to all costs to the District attributable to the cost of reviewing that part of the Architect-Engineer’s claim. ii) Liability under this section shall be determined within six (6) years of the commission of the misrepresentation of fact or fraud. d) All cost data, pricing data, and task data of claims hereunder must be certified as accurate, complete, required, and necessary to the best of the Architect-Engineer’s knowledge and belief. Further, all task or work data in the claim must be described therein to the smallest unit of work or task. The Contracting Officer may require any additional certifications, descriptions or explanations of the claim. e) The parties agree that time is of the essence and all claims hereunder must be presented to the Contracting Officer for a final decision within thirty (30) days of the occurrence of the circumstances giving rise to such claim or within thirty (30) days of when the Architect-Engineer knew or should have known of the circumstances giving rise to such claim, otherwise compensation for that claim is waived. f) The parties agree that there shall be no claims for unabsorbed home office overhead. 2. The Architect-Engineer’s claim shall contain at least the following: a) A description of the claim and the amount in dispute;
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b) Any data or other information in support of the claim; c) A brief description of the Architect-Engineer’s efforts to resolve the dispute prior to filing the claim; and d) The Architect-Engineer’s request for relief or other action by the Contracting Officer. e) The certification of the accuracy, completeness, requirement, and necessity of all aspects of the claim. 3. The decision of the Contracting Officer shall be final and not subject to review unless an administrative appeal or action for judicial review is timely commenced by the Architect- Engineer. 4. Pending final decision of an appeal, action, or final settlement, the Architect-Engineer shall proceed diligently with performance of the contract in accordance with the decision of the Contracting Officer. C. Claims by the District Against the Architect-Engineer. 1. Claim as used in this Section C of Article 9, means a written demand or written assertion by the District, including the Contracting Officer, seeking, as a matter of right, the payment of money in a sum certain, the adjustment of contract terms, or other relief arising under or relating to the Contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. Nothing herein shall be construed to require the District to notify the Architect-Engineer prior to the issuance of the Contracting Officer’s final decision. 2. a) All claims by the District against the Architect-Engineer arising under or relating to a contract shall be decided by the Contracting Officer, who shall issue a decision in writing and furnish a copy of the decision to the Architect-Engineer. b) The decision shall be supported by reasons and shall inform the Architect-Engineer of its rights. Specific findings of fact shall not be required. 3. This clause shall not authorize the Contracting Officer to settle, compromise, pay, or otherwise adjust any claim involving fraud. 4. The decision of the Contracting Officer shall be final and not subject to review unless an administrative appeal or action for judicial review is timely commenced by the Architect- Engineer. 5. Pending final decision of an appeal, action, or final settlement, the Architect-Engineer shall proceed diligently with performance of the contract in accordance with the decision of the Contracting Officer. 6. The Contracting Officer may enter into a voluntary exclusion agreement with the Architect- Engineer in order to settle any claim or dispute between the parties. ARTICLE 10. RETENTION AND EXAMINATION OF RECORDS
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Unless otherwise provided in the Contract, or by applicable statute, the Architect-Engineer, from the effective date of Contract completion and for a period of three (3) years after final settlement under the Contract, shall preserve and make available to the District at all reasonable times at the office of the Architect-Engineer but without direct charge to the District, all its books, records, documents, and other evidence bearing on the costs and expenses of the Architect-Engineer under the Contract. ARTICLE 11. COVENANT AGAINST CONTINGENT FEES The Architect-Engineer warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Architect-Engineer for the purpose of securing business. For breach or violation of this warranty, the District shall have the right to terminate the Contract without liability or in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. ARTICLE 12. OFFICIALS NOT TO BENEFIT A. District Employees Not To Benefit. Unless a determination is made as provided herein, no officer or employee of the District will be admitted to any share or part of the Contract or to any benefit that may arise therefrom, and any contract made by the Contracting Officer or any District employee authorized to execute contracts in which they or an employee of the District will be personally interested shall be void, and no payment shall be made thereon by the District or any officer thereof, but this provision shall not be construed to extend to the Contract if made with a corporation for its general benefit. A District employee shall not be a party to a contract with the District and will not knowingly cause or allow a business concern or other organization owned or substantially owned or controlled by the employee to be a party to such a contract, unless a written determination has been made by the head of the procuring agency that there is a compelling reason for contracting with the employee, such as when the District’s needs cannot reasonably otherwise be met in accordance with DC Procurement Practices Act of l985, D.C. Law 6-85, D.C. Official Code, section 2-310.01, and Chapter 18 of the DC Personnel Regulations. The Architect-Engineer represents and covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Architect-Engineer further covenants not to employ any person having such known interests in the performance of the Contract. B. Anti-Competitive Practices and Anti-Kickback Provisions. 1. The Architect-Engineer recognizes the need for markets to operate competitively and shall observe and shall comply with all applicable law, rules, and regulations prohibiting anti- competitive practices. The Architect-Engineer shall not engage, directly or indirectly, in collusion or other anti-competitive practices that reduces or eliminates competition or restrains trade. The District shall report to the appropriate authority any activity that evidences a violation of the antitrust laws, and take such other further action to which it is entitled or obligated under the law. 2. The Architect-Engineer shall observe and comply with all applicable law, rules, and regulations prohibiting kickbacks and, without limiting the foregoing, Architect-Engineer shall not (i) provide or attempt to provide or offer to provide any kickback; (ii) solicit, accept, or attempt to accept any kickback; or (iii) include, directly or indirectly, the amount of any
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kickback in the contract price charged by Architect-Engineer or a Subcontractor of the Architect-Engineer to the District. The Architect-Engineer shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in this subparagraph in its own operations and direct business relationships. The District may take any recourse available to it under the law for violations of this anti-kickback provision. ARTICLE 13. CONFLICT OF INTEREST AND ETHICS A. Former Employees Generally. Pursuant to Public Law 95-521, as amended, no former employee of the United States District or the District of Columbia: 1. Shall knowingly represent the Architect-Engineer before any District agency through personal appearance or communication in connection with a matter involving specific parties to the Contract where the former District employee participated personally and substantially in this matter while employed with the District. 2. Shall within two (2) years after terminating District employment knowingly represent the Architect-Engineer before any District agency through personal appearance or communication in connection with a matter involving specific parties to the Contract were the matter was pending under the official responsibility of the former employee within one (1) year prior to termination of District service. B. Former Senior Employees. Pursuant to Public Law 95-591, as amended, no former senior level officer or former senior level employee of the United States District or the District of Columbia District named in or designated by the Contracting Officer of the Office of District Ethics under Section 207(d) of Title 18 USC: 1. Shall, within two (2) years after terminating District employment knowingly represent or aid counsel, advise, consult or assist in representing any other person by personal presence at any formal or informal appearance before any District agency in connection with a matter involving specific parties where the former employee participated personally aid substantially in that matter while employed with the District. 2. Shall, within one (1) year after terminating District employment knowingly act as an agent or attorney for or otherwise represent anyone in any formal or informal appearance before or with the intent to influence make any written or oral communication on behalf of anyone to his or her former District or agency or any of its officers or employees or (2) in connection with any particular District matter, whether or not involving a specific party which is pending before such District or agency or in which it has a direct and substantial interest. C. Conflict of Interest. The Architect-Engineer represents and warrants that neither it nor any of its directors, officers, members, partners or employees, has any interest nor shall they acquire any interest, directly or indirectly, which would or may conflict in any manner or degree with the performance or rendering of the services herein provided. The Architect-Engineer represents and warrants that, in the performance of the Contract, no person having such interest or possible interest shall be employed by it. No elected official or other officer or employee of the District, nor any person whose salary is payable, in whole or in part, from the District Treasury, shall participate in any decision relating to the Contract which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is, directly or indirectly, interested; nor shall any such person have any interest, direct or indirect, in the Contract or in the proceeds
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thereof. D. No Kick-Backs. The Architect-Engineer shall not offer or receive any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with the Contract. The Architect-Engineer shall not confer on any public employee having official responsibility for the Contract any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value. E. No Contractor Employment. No official or employee of the District of Columbia whose duties as such official or employee include matters relating to or affecting the subject matter of the Contract shall, during the pendency and term of the Contract and/while serving as an official or employee of the District of Columbia, become or be an employee of the Architect-Engineer or any entity that is a subcontractor on the Contract. ARTICLE 14. DISMISSALS AND REPLACEMENT OF KEY PERSONNEL A. Dismissals by the District. Should the continued employment of any person or persons in the Architect-Engineer’s organization under the Contract be deemed by the Contracting Officer to be prejudicial to the interests of the District, such person or persona shall be immediately removed from the work hereunder. The Architect-Engineer shall make every effort in the selection of its employees and in the prosecution of the work under the Contract to safeguard all drawings and specifications and to prevent the theft conversion or unauthorized use of the same. B. Replacement of Key Personnel. No substitutions for Key Personnel shall be permitted unless approved by the Contracting Officer. Any proposed replacement for Key Personnel must possess qualifications substantially similar to those of the Key Personnel being replaced and are subject to the prior written approval of the Contracting Officer. In addition, at the Contracting Officer's request at any time, the Architect-Engineer shall remove any Key Personnel or other personnel and substitute another employee of the Architect-Engineer or its subcontractors reasonably satisfactory to the Contracting Officer. The Contracting Officer may request such substitution at any time, in his/her sole discretion. C. Liquidated Damages. In order to maintain project continuity the District expects that the Architect-Engineer will assign the same project managers to all phases of the Project and that such personnel will be available to oversee and coordinate the services throughout the Project. Accordingly, the Architect-Engineer’s designated Key Personnel shall be subject to liquidated damages for their removal or reassignment by the Architect-Engineer. In each instance where the Architect-Engineer removes or reassigns one of its Key Personnel (but excluding instances where such personnel become unavailable due to death, disability, or separation from the employment of the Architect-Engineer or any affiliate of the Architect-Engineer) without the prior written consent of the Contracting Officer, the Architect-Engineer shall pay to the District an amount set forth in the Contract as liquidated damages and not a penalty, to reimburse the District for its administrative costs arising from the Architect-Engineer’s failure to provide the Key Personnel. The foregoing liquidated damage amount shall not bar recovery of any other damages, costs or expenses other than the District’s internal administrative costs. In addition, the District shall have the right, to be exercised in its sole discretion, to remove, replace or to reduce the Scope of Services of the Architect-Engineer in the event that a member of the Key Personnel has been removed or replaced by the Architect-Engineer without the consent of the District. In the event the District exercises the right to remove, replace or to reduce the Scope of Services of the Architect-Engineer, the District shall have the right to enforce the terms of the Contract and to keep-in-place those members of the Architect-Engineer’s team not removed or replaced and the remaining members
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shall complete the services required under the Contract in conjunction with the new members of the Architect-Engineer’s team approved by the District. ARTICLE 15. COMPLIANCE WITH FEDERAL AND DISTRICT OF COLUMBIA LAWS AND REGULATIONS A. Generally. The Architect-Engineer shall at all times exercise the professional skill and care required by Section 2.F of these Standard Contract Provisions in observing and complying with all laws, codes, regulations, orders and decree set forth by any department, agency or branch of the United States District, and the District of Columbia applicable to the services. B. Equal Opportunity: Non-Discrimination in Employment. During the performance of the Contract the Architect-Engineer shall comply with the provisions of Mayor’s Order 85-85 as implemented by Title 4, Chapter 11 – Equal Employment Opportunity Requirements in Contracts, 33 DCR 4952 (August 15, 1986). C. Buy American Act. 1. Agreement—In accordance with the Buy American Act (41 USC l0a-l0d), and Executive Order 10582. December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended by Executive Order 11051, September 27,1962 (3 CFR, l059—63 Comp., p. 635), the Architect-Engineer agrees that only domestic construction material will be used by the Architect-Engineer, subcontractors, material men and suppliers in the performance of the Contract, except for non-domestic material listed in the Contract. 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 50 percent of the cost of all its components. “Component” means any article, material, or supply directly incorporated in a construction material. 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 District to be not mined, produced or manufactured in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality. 4. Foreign Material – When steel materials are used in a project a minimal use of foreign steel is permitted. The cost of such materials cannot exceed on-tenth of one percent of the total project cost, or $2,500,000, whichever is greater. D. Service Contract Act. The Architect-Engineer agrees that the work performed under this Contract shall be subject to the Service Contract Act (41 U.S.C. 351 et seq.). The wage rates applicable to this Project shall be attached as an exhibit to the Contract. The Architect-Engineer further agrees that it and all of its subcontractors shall comply with the regulations implementing the Service Contract Act and such regulations are hereby incorporated by reference.
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E. False Claims Act. The Architect-Engineer shall be governed by all laws and regulations prohibiting false or fraudulent statements and claims made to the government, including the prescriptions set forth in District of Columbia Code §22-2405 and §§2-381.01 et seq. ARTICLE 16. APPOINTMENT OF ATTORNEY The Architect-Engineer does hereby irrevocably designate and appoint the Clerk of the Superior Court of the District and his successors in office as the true and lawful attorney of the Architect-Engineer for the purpose of receiving service of all notices and processes issued by any court in the District, as well as service of all pleadings and other papers, in relation to any action or legal proceeding arising out of or pertaining to the Contract or the work required or performed hereunder. The Architect-Engineer expressly agrees that the validity of any service upon the said Clerk as herein authorized shall not be affected either by the fact that the Architect-Engineer was personally within the District of Columbia and otherwise subject to personal service at the time of such service upon the said Clerk or by the fact that the Architect-Engineer failed to receive a copy of such process, notice, pleading or other paper so served upon the said Clerk, provided that said Clerk shall have deposited in the United States mail, certified and postage prepaid, a copy of such process, notice, pleading or other papers addressed to the Architect-Engineer at the address stated in the Contract. ARTICLE 17. INDEMNIFICATION A. Violation of Laws, Regulations, Specifications, and Breach of Contract. If the Architect- Engineer violates any laws, regulations, codes or industry standards relating to the Project, the Architect-Engineer shall take prompt action to correct or abate such violation and shall indemnify and hold the District of Columbia and its officials, officers, agents, and employees, the Department and its consultants, representatives, agents, servants and employees harmless against any and all claims or liability, damages, fines, penalties, third party claims, suits, awards, actions, causes of action or judgments, including but not limited to reasonable attorney's fees and costs incurred thereunder, arising from or based on the violation of any such law, code, regulation, codes or industry standards, order or decree in performance of the Contract services whether by the Architect-Engineer, an employee or agent of the Architect-Engineer, any person, firm or corporation employee engaged by the Architect-Engineer or contractually associated with the Architect-Engineer in the performance of or in connection with the Services contemplated or performed under the Contract.. If the Architect-Engineer breaches the terms of this Contract, including the solicitation, letter contract, standard contract provisions, directives, specifications, manufacturer’s specifications, and the RFP, the Architect-Engineer shall indemnify and hold the Department and its consultants, representatives, agents, servants and employees harmless against any damages, fines, penalties, claims, suits, awards, actions, causes of action or judgments, including but not limited to reasonable attorney's fees and costs incurred thereunder, that result from such breach. B. Professional Services. To the fullest extent permitted by law, the Architect-Engineer shall defend, indemnify and hold harmless the Department and the Department’s consultants and agents and employees from and against claims, damages, losses and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from performance of the services, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Architect-Engineer, a consultant or subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party
25
indemnified hereunder. C. Non-Professional Services. In addition, other than claims arising out of the performance of professional services, the Architect-Engineer shall defend, indemnify and hold harmless the Department, its representatives, consultants, officers, agents, servants and employees, from and against claims, liabilities, demands, losses, damages, judgments, costs, or expenses, including reasonable attorneys’ fees and expenses recoverable under applicable law, to the extent such claims are caused by acts or omissions of the Architect-Engineer, a consultant or subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder or arising out of the Contract services, provided that, such claims arise out of non-professional services required under the Contract. D. Third Party Disputes. Disputes between the Architect-Engineer and any subcontractors, material suppliers, or any other third parties over payments allegedly owed by the Architect- Engineer to a third party shall be resolved exclusively between the Architect-Engineer and the third party; the Architect-Engineer shall permit no pass-through suits to be brought against the District by a third party in the Architect-Engineer’s name. However, nothing herein shall be construed to prevent the Architect-Engineer from paying a subcontractor’s claim and seeking a timely equitable adjustment hereunder. ARTICLE 18. SUBCONTRACTORS AND/OR OUTSIDE ASSOCIATES AND CONSULTANTS A. Prior Consent Required. Except as otherwise provided in this Section 18 (A), the Architect-Engineer shall not delegate or enter into any Subcontracts for the performance of its obligations under the Contract, in whole or in part, without on each occasion obtaining the prior written consent of the Contracting Officer. Any subcontractors and/or outside associates or consultants required by the Architect-Engineer in connection with the Services covered by the Contract shall be limited to such individuals or firms as were specifically identified in the Architect-Engineer’s written proposal and approved by the District during negotiations. Any proposed changes in such subcontractors, associates, or consultants shall be subject to the prior written approval of the Contracting Officer. B. Requests. The Architect-Engineer shall submit to the Contracting Officer copies of all proposed subcontract(s) to be entered into by the Architect-Engineer, along with the Architect-Engineer’s written request for the District’s consent. All such subcontracts must specify that: 1. work performed by the subcontractor shall be in accordance with the terms of the Contract; 2. nothing contained in such subcontract shall be construed to impair the rights of the District under the Contract; 3. the District’s consent to or approval of any subcontract shall not create any obligation of the District to any subcontractor; 4. nothing contained in such subcontract, or under the Contract, shall create any obligation of the District to any subcontractor; 5. the District shall be expressly designated a third party beneficiary of the subcontract; 6. upon request by the District (at the District’s sole option) and upon receipt of written notice from the District stating that the Contract between the District and the Architect-Engineer has been
26
terminated, the subcontractor agrees that it will continue to perform its obligations under the subcontract for the benefit of the District in accordance with the terms and conditions of the Contract, provided the District pays the subcontractor for the services rendered and materials provided by the subcontractor from and after the date of the termination of the Contract between the District and the Architect-Engineer at the same rate or in the same amount as set forth in the subcontract for services and materials after such date of termination; 7. the subcontractor shall be bound by the same requirements as the Architect-Engineer including confidentiality, maintenance and preservation of records, and audit by government representatives, under the Contract; and 8. the subcontractor agrees (i) to assign and transfer to the District all of its rights to sales and use tax which may be refunded as a result of a claim for refund for any materials purchased in connection with the subcontract or the Contract, (ii) that, other than as directed by the District, it will not file a claim for refund for any sales or use tax which is the subject of this assignment; and (iii) that the District, in its own name or in the name of subcontractor, may file a claim for a refund of any sales or use tax covered by the assignment. C. No Relief of Obligations. No permitted subcontract shall relieve the Architect-Engineer of any obligation under the Contract. The Architect-Engineer shall be as fully responsible for the acts and omissions of its subcontractors or persons either directly or indirectly employed by them, as it is for the acts and omissions of the Architect-Engineer or persons directly or indirectly employed by the Architect-Engineer. D. No Effect. Any purported subcontract in violation of this Section or of any other section in the Contract shall be of no force and effect. E. Right to Reject. The District may, in its sole discretion, reject any or all bids and proposals received by the Architect-Engineer from any subcontractor for any portion of the services, and may require the Architect-Engineer to obtain new or revised bids or proposals or subcontractors. F. Incorporation by Reference. Any agreement the Architect-Engineer makes with a subcontractor, outside associate or consultant shall incorporate specifically or by reference thereto, each and every provision of the Contract, these Standard Contract Provisions, the Attachment(s) and Appendices hereto, and if applicable, the District’s Standard Contract Provisions for Construction Contracts. ARTICLE 19. WAIVER No waiver by the District or the Architect-Engineer of any breach of any provision of the Contract shall operate as a waiver of such provision or of the Contract or as a waiver of subsequent or other breaches of the same or any other provision of the Contract; nor shall any action or non-action by the Contracting Officer or by the District or the Architect-Engineer be construed as a waiver of any provision of the Contract or of any breach thereof unless the same has been expressly declared or recognized as a waiver by the Contracting Officer or the District or the Architect-Engineer, as applicable, in writing. ARTICLE 20. PATENTED AND PROPRIETARY ITEMS A. Prior Approval Required. The Architect-Engineer shall not, without the prior written approval of the Contracting Officer, specify for the Project, or necessarily imply the required use of any article, product, material, fixture or form of construction, the use of which is covered by a patent, or which
27
is otherwise exclusively controlled by a particular firm or group of firms. B. Indemnity. The Architect-Engineer shall be liable to and hereby agrees to defend, indemnify and hold harmless the District against any claim, action cost or judgment against the District for patent infringement, trademark violation, copyright violation or infringement of rights in technical data, in any systems, graphs, charts, designs, drawings or specifications furnished by the Architect-Engineer in the performance of the Contract. ARTICLE 21. TRANSFER OR ASSIGNMENT OF CONTRACT A. Prior Consent Required. Unless otherwise provided by law, neither the Contract nor any interest therein may be transferred or assigned by the Architect-Engineer to any other party without the written consent of the Contracting Officer; and any attempted transfer or assignment not authorized by this Article shall constitute a breach of the Contract and the District may for such cause terminate the Contract for default and terminate the right of the Architect-Engineer to proceed in the same manner as provided in Article 8.B. herein, and the Architect-Engineer shall be liable to the District for any excess cost occasioned the District thereby. B. Monies. The Architect-Engineer shall not assign any right to any monies to be paid under the Contract, without on each occasion obtaining the prior written consent of the Contracting Officer. In no case shall approval by the District of the assignment of any monies to be paid under the Contract relieve the Architect-Engineer from its obligations hereunder or change the remaining terms of the Contract. Any purported assignment in violation of this Article shall be of no effect. C. Applicability in Case of Bankruptcy or Insolvency. A receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings shall comply with the requirements set forth in the Standard Contract Provisions. D. Obligation of Architect-Engineer. The Architect-Engineer acknowledges that the Services are the obligation of the Architect-Engineer and the District shall have no obligation to accept performance by a third party without the Contracting Officer’s prior and express written consent. E. Failure to Obtain Consent. Failure to obtain the previous written consent of the Contracting Officer to such an assignment, transfer or conveyance, shall justify, at the option of the Contracting Officer, the revocation and annulment of the Contract. The District shall thereupon be relieved and discharged from any further liability and obligation to the Architect-Engineer, his assignees or transfers, and the Architect-Engineer and his assignees shall forfeit and lose all monies theretofore earned under the Contract, except so much as may be required to pay the Architect-Engineer’s employees. F. Assignment by the District. This Contract may be assigned by the District to any corporation, agency or instrumentality of the District having authority to accept such assignment. ARTICLE 22. QUALIFICATIONS A. Signatory Authority and Qualifications. The Architect-Engineer hereby warrants that the signature or signatures herein before affixed are duly authorized further the Architect-Engineer warrants as a true statement any and all statements of qualification with respect to but not limited to professional status premises, employees experience and financial standing such as may be set forth in documents furnished by the Architect-Engineer or required by the District for the purpose of securing the District’s consent to enter into the Contract. Misrepresentation shall be
28
cause for termination for default of the Contract and such other action as may be appropriate including with limitation suspension and debarment and civil or criminal penalties. B. Good Standing. If the Architect-Engineer is an entity, the Architect-Engineer is either: (1) a not- for-profit corporation or other entity determined to be tax exempt pursuant to section 501(c) of the Internal Revenue Code by the Internal Revenue Service; or (2) a business corporation, partnership or other business entity duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization. The Architect-Engineer shall also be duly licensed, qualified and in good standing in the District of Columbia. The Architect-Engineer’s loss of good standing is grounds for Termination for Default without liability upon the Department. C. Authority to Act. The Architect-Engineer has full legal power and authority to enter and perform the Contract and provide the Services without resulting in a default under or a breach or violation of (1) the Architect-Engineer’s certificate or articles of incorporation or bylaws or other organizational documents, if applicable; (2) any applicable law, or any license, permit or other instrument or obligation to which the Architect-Engineer is now a party or by which the Architect-Engineer may be bound or affected; and (3) the Architect-Engineer’s tax exempt status, if applicable. D. Legal Obligation. The Contract has been duly authorized, executed and delivered by the District and the Architect-Engineer, by and through persons authorized to execute the Contract on their respective behalf, and constitutes the legal, valid and binding obligation of the District and the Architect-Engineer, enforceable against the District and the Architect-Engineer in accordance with its terms. E. No Litigation Preventing Performance. There is no litigation, claim, consent order, settlement agreement, investigation, challenge or other proceeding pending or threatened against the Architect-Engineer, its properties or business, or any individuals acting on the Architect-Engineer's behalf, including, without limitation, subcontractors, which seek to enjoin or prohibit the Architect-Engineer from entering into or performing its obligations under the Contract. F. Requisite Licensure and Qualifications. The Architect-Engineer and all of the entities and individuals acting on the Architect-Engineer’s behalf, including, without limitation, consultants and subcontractors, in connection with the Services under the Contract, possess and, at all times during the term of the Contract, shall possess all licenses, certifications, qualifications, or other credentials as required in accordance with all applicable laws, regulations and the terms of the Contract, to perform the Services. The Architect- Engineer shall provide the District with copies of all licenses, credentials, and/or certifications specified in this Section within five (5) days of request by the District. ARTICLE 23. ARCHITECT-ENGINEER’S WARRANTY AGAINST DEBARMENT The Architect-Engineer certifies that it is not currently (i) debarred, suspended or excluded, (ii) a party to a voluntary exclusion agreement, or (iii) otherwise enjoined from submitting bids or proposals on contracts for the type of services covered by the Contract, nor is the Architect-Engineer an agent of any person or entity that is currently so debarred, suspended, excluded or otherwise enjoined. ARTICLE 24. RECOVERY OF DEBTS OWED THE GOVERNMENT The Architect-Engineer hereby agrees that the Department may use all or any portion of any payment, consideration or refund due the Architect-Engineer under the Contract to satisfy, in whole or part, any debt due the District.
29
ARTICLE 25. ADMINISTRATIVE LIQUIDATED DAMAGES
In addition to any other liquidated damages provided for in the Contract, the Architect-Engineer hereby
agrees that the Government may assess administrative liquidated damages for the Architect-Engineer’s
failure to submit when due any deliverable required by the Contract. Unless otherwise prescribed by the
Contracting Officer, the rate of the administrative liquidated damages shall be $250 per day until the
required deliverable is received and accepted by the Department. The Department’s remedies for failure
to comply with the Contract terms and conditions are cumulative and not exclusive. Nothing herein shall be
construed to limit the Department’s ability to terminate the Architect-Engineer for the failure to submit
Contract deliverables when due.
ARTICLE 26. FORCE MAJEURE
If the Architect -Engineer, because of Force Majeure, is rendered wholly or partly unable to perform its
obligations when due under this Contract, the Architect -Engineer may be excused from whatever
performance is affected by the Force Majeure to the extent so affected. In order to be excused from its
performance obligations under this Contract by reason of Force Majeure, within 72 hours of the occurrence
or event, the Architect-Engineer must provide the Contracting Officer written notice of its inability to perform
as well as a description of the Force Majeure and its effect on Contract performance. The Contracting Officer
will have the right to cause the inspection of the work site to determine the validity of the Architect-Engineer’s
assertion of its inability to perform. If the Contracting Officer agrees that the Architect-Engineer is wholly or
partly unable to perform its obligations under the Contract a decision will be issued indicating the exte nt to
which the Architect -Engineer is excused from its performance obligations. In no event will the Contractor
be entitled to money damages from the Department due to Force Majeure.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit B2
The District of Columbia Department of General Services Standard Contract Provisions For
Construction Contracts
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
Standard Contract Provisions - Page 1 of 24
District of Columbia Department of General Services
Standard Contract Provisions
GENERAL P
ROVISIONS
(Construction Contract)
ARTICLE 1. DEFINITIONS
A. “Gove
rnment” as used herein means the District of Columbia Department of General Services ,
(DGS) that is
a party to a contract.
B. “Executive” a
s used herein means the elected head of the Government as set forth in [Public Law
93-1
98 dated December 24, 1973, Title 4, Part B, Section 422(1)] (Or relevant local law).
C. “Co
ntracting Officer” as used herein means the Government official authorized to
execute and administrate the Contract on behalf of the Government. Within DGS, the Director is
the Chief Contracting Officer. The Director ma y make delegations of procurement authority to
additional contracting officers within DGS.
D. “Co
ntract Documents” or “Contract” as used herein means Addenda, Contract Form, Sta ndard
Contract Pro
visions, Instructions to Bidders, General Provisions, Labor Provisions, Perform ance
and P
ayment Bonds, Specifications, Special Pr ovisions, Contract Drawings, approved written
Change Orders and Agreements required to acc eptably complete the Contract, including
authorized extensions thereof.
ARTI
CLE 2. SPECIFICATIONS AND DRAWINGS—The Contractor shall keep on the work site a copy of
Contract
drawings and specifications and shall at al l times give the Contracting Officer access thereto.
Anything mentioned in the specifications and not s hown on the Contract drawings, or shown on the
Contract drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned
in both.
There shall
be no change orders or equitable adjustments for work related to items appearing in either the
Contract d
rawing or specifications.
All Contract requirements are equally binding. Each Contract requirement, whether or not omitted
elsewhere in the Contract, is binding as though occurri ng in any or all parts of the Contract. In case of
discre
pancy:
1. The Co
ntracting Officer shall be promptly notifi ed in writing of any error, discrepancy or
omission, apparent or otherwise.
2. Applica
ble Federal, State, and Municipal Code requirements have priority over: the
Contract fo
rm, General Provisions, Change Orders, Addenda, Contract drawings, Special
Provisions and Specifications.
3. The Contract form, Standard
Contract Prov isions, General Provisions and Lab or
Provisio
ns have priority over: Change Or ders, Addenda, Contract drawings, Special
Provisions and Specifications.
4. Cha
nge Orders have priority over: Addenda, Contract drawings and Specifications.
5. Addend
a have priority over: Contract drawin gs, Special Provisions and Specific ations. A
later dated A
ddendum has priority over earlier dated Addenda.
6. Special Provision
s have priority over: Contract drawings and other specifications.
Standard Contract Provisions - Page 2 of 24

7. Shown and indicated dimensions have priority over scaled dimensions.

8. Original scale drawings and details have prio rity over any other different scale drawings
and details.

9. Large scale drawings and details have priority over small scale drawings and details.

10. Any adjustment by the Contractor without a prior determination by the Contracting Officer
shall be at his own risk and expense. The Contracting Officer will furnish from time to
time such detail drawings and other information as he may consider necessary, unless
otherwise provided.

ARTICLE 3. CHANGES

A. DESIGNATED CHANGE ORDERS —The Contracting Officer may, at any time, without notice to
the sureties, by written order designated or i ndicated to be a change order, make any change in
the work within the general scope of the Contract, including but not limited to changes

1. In the Contract drawings and specifications;

2. In the method or manner of performance of the work;

3. In the Government furnished facilities, equipment, materials or services; or

4. Directing acceleration in the performance of the work.

Nothing provided in this Article shall excuse the Contractor from proceeding with the prosecution
of the work so changed.

B. OTHER CHANGE ORDERS —Any other written order or an oral order (which term as used in this
Section (B) shall include direction, instruction, interpretation, or de termination) from the
Contracting Officer which causes any such change, shall be treated as a Change Order under
this Article, provided that the Contractor gives the Contracting O fficer written notice stating the
date, circumstances and sources of the order a nd that the Contractor regards the order as a
Change Order.

C. GENERAL REQUIREMENTS —Except as herein provided, no orde r, statement or conduct of the
Contracting Officer shall be treated as a change un der this Article or entitle the Contractor to an
equitable adjustment hereunder. If any change under this Article causes an increase or decrease
in the Contractor’s cost of, or the time required for, the performance of any part of the work under
this Contract whether or not changed by any order, an equitable adjustment shall be made and
the Contract modified in writing accordingly; prov ided, however, that except for claims based on
defective specifications, no claim for any change under (B) above shall be allowed for any cost
incurred more than 20 days before the Contractor gives written notice as therein required unless
this 20 days is extended by the Contracting Officer a nd provided further, that in case of defective
drawings and specifications, the equitable adjustment shall include any increased cost
reasonably incurred by the Contractor in attempti ng to comply with such defective drawings and
specifications.

If the Contractor intends to assert a claim for an equitable adjustment under this Article, he must,
within 30 days after receipt of a written Change Order under (A) above or the furnishing of a
written notice under (B) above, s ubmit to the Contracting Officer a written statement setting forth
the general nature and monetary extent of such claim, unless this period is extended by the
Contracting Officer. The statement of claim he reunder may be included in the notice under (B)
above.
Standard Contract Provisions - Page 3 of 24

With respect to the notification requirements hereunder, time is of the essence. A failure to
provide timely notice constitutes wa iver of the claim. No claim by the Contractor for an equitable
adjustment hereunder shall be allowed if asserted after final payment under the Contract.

D. CHANGE ORDER BREAKDOWN —Contract prices shall be used for Change Order work where
work is of similar nature; no other costs, overhead or profit will be allowed.

Where Contract prices are not appropriate and the nature of the change is known in advance of
construction, the parties shall attempt to agree on a fully justifiable price adjustment and/or
adjustment of completion time.

When Contract prices are not appropriate, or t he parties fail to agree on equitable adjustment, or
in processing claims, equitable adjustment for Change Order work shall be per this Article and
Article 4 and shall be based upon the breakdown shown in following subsections 1. through 7.
The Contractor shall assemble a complete cost breakdown that lists and substantiates each item
of work and each item of cost.

1. Labor —Payment will be made for direct labor cost plus indirect labor cost such as
insurance, taxes, fringe benefits and welf are provided such costs are considered
reasonable. Indirect costs shall be itemized and verified by receipted invoices. If
verification is not possible, up to 18 percent of direct labor costs may be allowed. In
addition, up to 20 percent of direct plus indi rect labor costs may be allowed for overhead
and profit.

2. Bond —Payment for additional bond cost will be made per bond rate schedule submitted
to the Office of Contracting and Procurement with the executed Contract.

3. Materials —Payment for cost of required materials w ill be F.O.B. destination (the job site)
with an allowance for overhead and profit.

4. 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 published by Data Quest. If actual rental rates exceed
manual rates, written justification shall be furnished to the Contracting Officer for
consideration. No additional allowance will be made for overhead and profit. The
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.

5. Contractor’s Equipment — Payment for required equipmen t owned by the Contractor or
an affiliate of the Contractor will be based sole ly 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.

6. Miscellaneous —No additional allowance will be made for general superintendence, use
of small tools and other costs for which no specific allowance is herein provided.

Standard Contract Provisions - Page 4 of 24

7. Subcontract Work —Payment for additional necessary subcontract work will be based
on applicable procedures in 1. through 6., to which total additional subcontract work up to
an additional 10 percent may be allowed for the Contractor’s overhead and profit.

ARTICLE 4. EQUITABLE ADJUSTMENT OF CONTRACT TERMS

The Contractor is entitled to an equitable adjustment of the contract terms whenever the following
situations develop:

A. DIFFERING SITE CONDITIONS:

1. During the progress of the work, if subsurface or latent physical conditions are encountered
at the site differing materially from those indicated in the contract or if unknown physical
conditions of an unusual nature, differing materially from those ordinarily encountered and
generally recognized as inherent in the work provided for in the contract, are encountered at
the site, the Contractor, upon discovering such conditions, shall promptly notify the
Contracting Officer in writing of the specific differing conditions before they are disturbed and
before the affected work is performed.

2. Upon written notification, the Contracting Officer will investigate the conditions, and if he/she
determines that the conditions materially differ and cause an increase or decrease in the cost
or time required for the performance of any work under the contract, an adjustment, excluding
loss of anticipated profits, will be made and the contract modified in writing accordingly. The
Contracting Officer will notify the Contractor of his/her determination whether or not an
adjustment of the contract is warranted.

3. No contract adjustment which results in a benefit to the Contractor will be allowed unless the
Contractor has provided the required written notice; a failure to notify the Contracting Officer
of the changed conditions prior to work being disturbed by said conditions shall constitute a
permanent waiver of all right to compensation related to the changed conditions by the
Contractor.

4. No contract adjustment will be allowed under this clause for any effects caused on
unchanged work.

B. SUSPENSION OF WORK ORDERED BY THE CONTRACTING OFFICER:

1. If the performance of all or any portion of the work is suspended or delayed by the
Contracting Officer in writing for an unreasonable period of time (not originally anticipated,
customary, or inherent to the construction industry) and the Contractor believes that
additional compensation and/or contract time is due as a result of such suspension or delay,
the Contractor shall submit to the Contracting Officer in writing a request for equitable
adjustment within seven (7) calendar days of receipt of the notice to resume work. The
request shall set forth the reasons and support for such adjustment.

2. Upon receipt, the Contracting Officer will evaluate the Contractor’s request. If the Contracting
Officer agrees that the cost and/or time required for the performance of the contract has
increased as a result of such suspension and the suspension was caused by conditions
beyond the control or and not the fault of the contractor, its suppliers, or subcontractors at
any approved tier, and not caused by weather, the Contracting Officer will make an
adjustment (excluding profit) and modify the contract in writing accordingly. The Contracting
Officer will notify the Contract of his/her determination whether or not an adjustment of the
contract is warranted.

3. No contract adjustment will be allowed unless the Contractor has submitted the request for
adjustment within the time prescribed; a failure to submit a request for adjustment in the time
Standard Contract Provisions - Page 5 of 24

prescribed shall constitute waiver of all right to compensation related to the suspension of
work by the Contractor.

4. No contract adjustment will be allowed under this clause to the extent that performance would
have been suspended or delayed by any other cause, or for which an adjustment is provided
for or excluded under any other term of condition of this contract.

C. SIGNIFICANT CHANGES IN THE CHARACTER OF WORK :

1. The Contracting Officer reserves the right to make, in writing, at any time during the work,
such changes in quantities and such alterations in the work as are necessary to satisfactorily
complete the project. Such changes in quantities and alterations shall not invalidate the
contract nor release the surety, and the Contractor agrees to perform the work as altered.

2. If the alterations or changes in quantities significantly change the character of the work under
the contract, whether or not changed by any such different quantities or alterations, an
adjustment, excluding loss of anticipated profits, will be made to the contract. The basis for
the adjustment shall be agreed upon prior to the performance of the work. If a basis cannot
be agreed upon, then an adjustment will be made either for or against the Contractor in such
amount as the Contracting Officer may determine to be fair and reasonable.

3. If the alterations or changes in quantities significantly change the character of the work to be
performed under the contract, the altered work will be paid for as provided elsewhere in the
contract.

4. The term “significant change” shall be construed to apply only to the following circumstances:

a. When the character of the work as altered differs materially in kind or nature from that
involved or included in the original proposed construction; or

b. When an item of work is increased in excess of 125 percent or decreased below 75
percent of the original contract quantity. Any allowance for an increase in quantity
shall apply only to that portion in excess of 125 percent of original contract item
quantity, or in the case of a decrease below 75 percent, to the actual amount of work
performed.

ARTICLE 5. TERMINATION

TERMINATION GENERALLY- Termination, whether for default or convenience, is not a Government
claim. The Contracting Officer may terminate a contract for default, in whole or in part, if the termination
is in the best interests of the Government, and the Contractor does any of the following:
(a) Fails to deliver the goods or complete the work or services within t he time specified in the
contract or any modification;
(b) Fails to make sufficient progress on contract performance so as to endanger performance of the
contract within the time specified or in the manner specified in the contract;
(c) Fails or refuses to go forward with the work in accordance with the direction of the Contracting
Officer;
(d) Expresses through word or conduct an intention not to complete the work in accordance with the
directions of the Contracting Officer;
(e) Fails to perform any of the ot her provisions of the contract;
(f) Materially deviates from the representations and capabilities set fort h in the Contractor’s
response to the solicitation.
A termination for default is a final decision of a Contract ing Officer. In order to contest a termination for
default, the Contractor must submit a certified request to convert the termination for default to a
termination for convenience with all documents suppor ting such conversion and co mply with all contract
Standard Contract Provisions - Page 6 of 24

provisions and laws relating to terminations for convenience, including the submission of a certified
termination for convenience settlement proposal. The submission of the certified request for conversion to
a termination for convenience and certified terminat ion settlement proposal to the Contracting Officer
must occur prior to 90 days from the date of the Contracting Officer’s final decision.

DELAYS—If the Contractor refuses or fails to prosecut e the work, or any separable part thereof, with
such diligence as will insure its co mpletion within the time specified in the Contract, or any extension
thereof, or fails to complete said wo rk within specified time, the Government may, by written notice to the
Contractor, terminate his right to proceed with the work or such part of the work involving the delay. In
such event the Government may take over the work and prosecute the same to completion, by contract or
otherwise, and may take possession of and utilize in completing the work such materials, appliances, and
plant as may have been paid for by the Government or may be on the site of the work and necessary
therefore. Whether or not the Cont ractor’s right to proceed with the work is terminated, he and his
sureties shall be liable for any liabilit y to the Government resulting from his refusal or failure to complete
the work within the specified time.

If fixed and agreed liquidated damages are provided in the Contract and if the Government does not so
terminate the Contractor’s right to proceed, the resulting damage will consist of such liquidated damages
until the work is completed and accepted.

The Contractor’s right to proceed shall not be so te rminated nor the Contractor charged with resulting
damage if:

1. The delay in the completion the work arises fr om unforeseeable causes beyond the control and
without the fault or negligence of the Contractor, including but not re stricted to acts of God, acts
of the public enemy, acts of the Government in either its sovereign or contractual capacity, acts of
another contractor in the performance of a contract with the Government, fires, floods, epidemics,
quarantine restrictions, st rikes, freight embargoes, climatic conditions beyond the normal which
could be anticipated, or delays of subcontractors or suppliers arising from unforeseeable causes
beyond the control and without the fault or negl igence of both the Contractor and such
subcontractors or suppliers (the term subcontra ctors or suppliers shall mean subcontractors or
suppliers at any tier); and

2. The Contractor, within 72 hours from the beginnin g of any such delay, (unless the Contracting
Officer grants a further period of time before the date of final payment under the Contract) notifies
the Contracting Officer in writing of the causes of delay.

The Contracting Officer shall asce rtain the facts and the extent of the delay and extend the time far
completing the work when, in his judgment, the findings of fact justify such an extension, and his findings
of fact shall be final and conclusive on the parties, subject only to appeal as provided in Article 7 herein.

If, after notice of termination of the Co ntractor’s right to proceed under the provisions of this Article, it is
determined for any reason that the Cont ractor was not in default under the provisions of this Article, or
that the delay was excusable under the provisions of th is Article, the rights and obligations of the parties
shall be in accordance with Article 6 herein. Failure to agree to any such adjustment shall be a dispute
concerning a question of fact within the meaning of Article 7 herein.

The rights and remedies of the Government provided in this Article are in addition to any other rights and
remedies provided by law or under the Contract.

The Government may, by written notice, terminate the Contract or a portion ther eof as a result of an
Executive Order of the President of the United States with respect to the prosecution of war or in the
interest of national defense. When the Contract is so terminated, no claim for loss of anticipated profits
will be permitted.

ARTICLE 6. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
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A. The performance of work under the Contract may be terminated by the Government in
accordance with this Article in whole, or in part, whenever the Contracting Officer shall
determine that such termination is in the best interest of the Government. Any such termination
shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent
to which performance of work under the Contra ct is terminated, and the date upon which such
termination becomes effective.

B. After receipt of a Notice of Termination, and ex cept as otherwise direct ed by the Contracting
Officer, the Contractor shall:

1. Stop work under the Contract on the date and to the extent specified in the Notice of
Termination.

2. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the Contract as is not
terminated.

3. Terminate all orders and subcontracts to the ex tent that they relate to the performance of
work terminated by the Notice of Termination.

4. Assign to the Government, in the manner, at the times, and to the extent directed by the
Contracting Officer, all of the right, title and in terest of the Contractor under the orders and
subcontracts so terminated, in which case the Government shall have the right, in its
discretion, to settle or pay any or all claims arising out of the termination of such orders and
subcontracts.

5. Settle all outstanding liabilities and all claims aris ing out of such termination of orders or
subcontracts, with the approval or ratification of the Contracting Officer to the extent he may
require, which approval or ratification shall be final for all purposes of this Article.

6. Transfer title to the Government and deliver in the manner, at the times, and to the extent, if
any, directed by the Contracting Officer
:
a. The fabricated or unfabricated parts, work in progress, completed work, supplies, and
other material procured as a part of, or acquired in connection with, the performance
of the work terminated by the Notice of Termination, and

b. The completed, or partially completed plans, drawings information and other property
which, if the Contract bad been completed, would have been required to be furnished
to the Government.

7. Use his best efforts to sell, in the manner, at the terms, to the extent, and at the
price or prices directed or authorized by the Contracting Officer, any property of the
types referred to in 6 above provided, however, that the Contractor:

a. Shall not be required to extend credit to any purchaser, and

b. May acquire any property under the condition s prescribed and at a price or prices
approved by the Contracting Officer, and

c. Provided further, that the proceeds of any such transfer or disposition shall be applied
in reduction of any payments to be made by the Government to the Contractor under
the Contract or shall otherwise be credited to the price or cost of the work covered by
the Contract or paid in such other manner as the Contracting Officer may direct.

Standard Contract Provisions - Page 8 of 24

8. Complete performance of such part of the work as shall not have been terminated by the
Notice of Termination.

9. Take such action as may be necessary, or as the Contracting Officer may direct, for the
protection and preservation of the property related to the Contract which is in the
possession of the Contractor and in which the Government has or may acquire an
interest.

10. The Contractor shall proceed immediately with the performance of the above
obligations notwithstanding any delay in determi ning or adjusting the cost, or any item of
reimbursable cost, under this Article.

11. “Plant clearance period” means, for each particular property classification (such as
raw materials, purchased parts and work in progress) at any one plant or location, a
period beginning with the effective date of the termination for convenience and ending 90
days after receipt by the Contracting Officer of acceptable inventory schedules covering
all items of that particular property classificati on in the termination inventory at that plant
or location, or ending on such later date as may be agreed to by the Contracting Officer
and the Contractor. Final phase of a plant clearance period means that part of a plant
clearance period which occurs alter the receipt of acceptable inventory schedules
covering all items of the particular property classification at the plant or location.

At any time after expiration of the plant clearance period, as defined above, the Contractor
may submit to the Contracting Officer a list, ce rtified as to quantity and quality, of any or
all items of termination inventory not prev iously disposed of, exclusive of items the
disposition of which has been directed or aut horized by the Contracting Officer, and may
request the Government to remove such items or enter into a storage agreement covering
them. Not later than 15 days thereafter, the Government will accept title to such items and
remove them or enter into a storage agreem ent covering the same; provided, that the list
submitted shall be subject to verification by the Contracting Officer upon removal of the
items or, if the items are stored, within 45 days from the date of submission of the list, and
any necessary adjustments to correct the list as submitted, shall be made prior to final
settlement.

C. After receipt of a Notice of Termination, the C ontractor shall submit to the Contracting Officer
his termination claim, in the form with the cert ification prescribed by the Contracting Officer.
Such claim shall be submitted promptly but in no event later than 90 days from the effective
date of termination, unless one or more extensio ns in writing are granted by the Contracting
Officer upon request of the Contractor made in writing within such 90 day period or authorized
extension thereof. In the event the Contractor was te rminated for default and it asserts that it is
entitled to a termination for convenience, its cert ified request for the conv ersion of the default
termination to one for convenience and its cert ified termination settlement proposal must be
submitted to the Contracting Officer prior to the expiration of 90 days from the date of the
default termination. With respect to a terminat ion for convenience, if the Contracting Officer
determines that the facts justify such action, he may receive and act upon any such termination
claim at any time after such 90 day period or extension thereof. Nothing herein shall be
construed to extend the time for the submission of a claim hereunder for a defaulted Contractor
beyond 90 days from the date of the default termi nation. Upon failure of the Contractor to
submit his termination claim within the time allowed, the Contracting Officer may, subject to any
review required by the Government’s procedures in effect as of the date of execution of the
Contract, determine, on the basis of information av ailable to him, the amount, if any, due to the
Contractor by reason of the termination and sha ll thereupon pay to the Contractor the amount
so determined.

D. Subject to the provisions of C above, and subjec t to any review required by the Government’s
procedures in effect as of the date of executio n of the Contract, the Contractor and Contracting
Standard Contract Provisions - Page 9 of 24

Officer may agree upon the whole or any part of the amount or amounts to be paid to the
Contractor by reason of the total or partial term ination of work pursuant to this Article, which
amount or amounts may include a reasonable allowanc e for profit on work done; provided, that
such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total
Contract price as reduced by the amount of payments otherwise made and as further reduced
by the Contract price of work not terminated. The Contract shall be amended accordingly, and
the Contractor shall be paid the agreed amount. Nothing in E below prescribing the amount to
be paid to the Contractor in the event of failure of the Contractor and the Contracting Officer to
agree upon the whole amount to be paid to the Cont ractor by reason of the termination of work
pursuant to this Article, shall be deemed to limi t, restrict or otherwise determine or effect the
amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this
paragraph.

E. In the event of the failure of t he Contractor and the Contracting Officer to agree as provided in
D above upon the whole amount to be paid to the Contractor by reason of the termination of
work pursuant to this Article, the Contracting Officer shall, subject to any review required by the
Government’s procedures in effect as of the date of execution of t he Contract, determine, on
the basis of information available to him, the amount, if any, due the Contractor by reason of
the termination and shall pay to the Contractor the amounts determined by the Contracting
Officer, as follows, but without duplication of any amounts agreed upon in accordance with D
above:

1. With respect to all Contract work performed prior to the effective date of the Notice of
Termination, the total (without duplication of any items) of:

a. The cost of such work;

b. The cost of settling and paying claims arising out of the termination of
work under subcontracts or orders as provided in B 5. above, exclusive
of the amounts paid or payable on account of supplies or materials
delivered or services furnished by the subcontractor prior to the
effective date of the Notice of Term ination of work under the Contract,
which amounts shall be included in the cost on account of which
payment is made under E1.a. above; and

c. A sum, as profit on E.1.a. above, determined by the Contracting
Officer to be fair and reasonable; prov ided however, that if it appears
that the Contractor would have sust ained a loss on the entire Contract
had it been completed, no profit sha ll be included or allowed under this
subparagraph and an appropriate adjustment shall be made reducing
the amount of the settlement to reflect the indicated rate of loss; and
provided further that profit shall be allowed only on preparations made
and work done by the Contractor fo r the terminated portion of the
Contract but may not be allowed on the Contractor’s settlement
expenses. Anticipatory profits and consequential damages will not be
allowed. Any reasonable method may be used to arrive at a fair profit,
separately or as part of the whole settlement.

2. The reasonable cost of the preservation and protection of property incurred
pursuant to B.9; and any other reasonable cost incidental to termination of work
under the Contract including expense incidental to the determination of the
amount due to the Contractor as the result of the termination of work under the
Contract.

F. The total sum to be paid to me Contractor under E.1. above shall not exceed the total
Contract price as reduced by the amount of payments otherwise made and as further
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reduced by the Contract price of work not terminated. Except for normal spoilage, and
except to the extent that the Government shall have otherwise expressly assumed the risk
of loss, there shall be excluded from the amounts payable to the Contractor under
E.1. above, the fair value, as determined by the Contracting Officer, of property which
is destroyed, lost, stolen or damaged so as to become undeliverable to the Government, or
to a buyer pursuant to B.7 above.

G. The Contractor shall have the right of appeal, under Article 7 herein, from any
determination made by the Contracting Officer un der C. or E. above, except that, if the
Contractor has failed to submit his claim within the time provided in C above and has failed to
request extension of such time, he shall have no such right of appeal. In any case where the
Contracting Officer has made a determination of the amount due under C. or E. above, the
Government shall pay to the Contractor the following:

1. If there is no right of appeal hereunder or if no timely appeal has been taken, the
amount so determined by the Contracting Officer, or

2. If an appeal had been taken, the amount finally determined on such appeal.

H. In arriving at the amount due the Contractor under this Article there shall be deducted:

1. all unliquidated advance or other payments on account theretofore made to the
Contractor, applicable to the terminated portion of the Contract;

2. any claim which the Government may have against the Contractor in connection with
the Contract; and

3. the agreed price for, or the proceeds of sale of, any materials, supplies or other things
kept by the Contractor or sold, pursuant to the provisions of this Article and not
otherwise recovered by or credited to the Government.

I. If the termination hereunder be partial, prior to the settlement of the terminated portion of the
Contract, the Contractor may file with the C ontracting Officer a request in writing for an
equitable adjustment of the price or prices specif ied in the Contract relating to the continued
portion of the Contract (the portion not termi nated by the Notice of Termination), and such
equitable adjustment as may be agreed upon shall be made at such price or prices; however,
nothing contained herein shall limit the right of the Government and the Contractor to agree
upon the amount or amounts to be paid to the Co ntractor for the completion of the continued
portion of the Contract when said Contract does not contain an established Contract price for
such continued portion.

J. The Government may from time to time, under such terms and conditions as it may prescribe,
make partial payments against costs incurred by the Contractor in connection with the
terminated portion of the Cont ract whenever in the opinion of the Contracting Officer the
aggregate of such payments shall be within t he amount to which the Contractor will be
entitled hereunder. If the total of such payments is in excess of the amount finally agreed or
determined to be due under this Article, such ex cess Shall be payable by the Contractor to
the Government upon demand, together with intere st computed at the rate of 6 percent per
annum for the period from the date such excess is received by the Contractor to the date on
which such excess is repaid to the Government; provided however, that no interest shall be
charged with respect to any such excess payment attributable to a reduction in the
Contractor’s claim by reason of retention or other disposition of termination inventory until ten
days after the date of such retention or dispos ition, or such later date as determined by the
Contracting Officer by reason of the circumstances.

Standard Contract Provisions - Page 11 of 24

K. Unless otherwise provided in the Contract or by applicable statute, the Contractor, from the
effective date of termination and for a period of three years after final settlement under the
Contract, shall preserve and make available to the Government at all reasonable times at the
office of the Contractor, but without direct charge to the Government, all his books, records,
documents and other evidence bearing on the costs and expenses of the Contractor under
the Contract and relating to the work terminated hereunder, or, to the extent approved by the
Contracting Officer, photographs and other authentic reproductions thereof.

ARTICLE 7. DISPUTES

A. All disputes arising under or relating to this contract shall be resolved as provided herein.
B. Claims by a Contractor against the Government.
(1) Claim, as used in Section B of this clause, m eans a written assertion by the Contractor seeking,
as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract
terms, or other relief arising under or relating to this contract. A claim arising under a contract, unlike a
claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the
relief sought by the claimant.
(a) All claims by a Contractor against the Government arising under or relating to a contract shall be
in writing and shall be submitted to the Contracting Officer for a decision.
(b) Within 120 days after receipt of a claim, the Contracting Officer shall issue a decision, whenever
possible taking into account factors such as the size and complexity of the claim and the
adequacy of the information in support of the claim provided by the Contractor.
(c) Any failure by the Contracting Officer to iss ue a decision on a contract claim within the required
time period shall be deemed to be a denial of the claim and shall authorize the commencement of
an appeal on the claim as otherwise provided.
(d) (1) If a Contractor is unable to support any part of his or her claim and it is determined that the
inability is attributable to a material misrepresentation of fact or fraud on the part of the
Contractor, the Contractor shall be liable to the Government for an amount equal to the
unsupported part of the claim in addition to all costs to the Government attributable to the cost of
reviewing that part of the Contractor’s claim.
(2) Liability under this section shall be determined within 6 years of the commission of the
misrepresentation of fact or fraud.
(e) All cost data, pricing data, and task data of claims hereunder must be certified as accurate,
complete, required, and necessary to the best of the Contractor’s knowledge and belief. Further,
all task or work data in the claim must be described therein to the smallest unit of work or task.
The Contracting Officer may require any additional certifications, descriptions or explanations of
the claim.
(f) The parties agree that time is of the essenc e and all claims hereunder must be presented to the
Contracting Officer for a final decision within thirty (30) days of the occurrence of the
circumstances giving rise to such claim or within thirty (30) days of when the Contractor knew or
should have known of the circumstances giving rise to such claim, otherwise compensation for
that claim is waived.
(g) The parties agree that there shall be no claims for unabsorbed home office overhead.

(2) The Contractor’s claim shall contain at least the following:
(a) A description of the claim and the amount in dispute;
(b) Any data or other information in support of the claim;
(c) A brief description of the Contractor’s efforts to resolve the dispute prior to filing the claim; and
(d) The Contractor’s request for relief or other action by the Contracting Officer.
(e) The certification of the accuracy, completeness, requirement, and necessity of all aspects of the claim.

(3) The decision of the Contracting Officer sha ll be final and not subject to review unless an
administrative appeal or action for judicial review is timely commenced by the Contractor.
(4) Pending final decision of an appeal, action, or final settlement, a Contractor shall proceed
diligently with performance of the contract in accordance with the decision of the Contracting Officer.
C. Claims by the Government against a Contractor
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(a) Claim as used in Section C of this clause, means a written demand or written assertion by the
Government, including the Contracting Officer, seeking, as a matter of right, the payment of money in a
sum certain, the adjustment of contract terms, or other relief arising under or relating to this contract. A
claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved
under a contract clause that provides for the relief sought by the claimant. Nothing herein shall be
construed to require the Government to notify the Contractor prior to the issuance of the Contracting
Officer’s final decision.
(b) (1) All claims by the Government against a Contractor arising under or relating to a contract shall be
decided by the Contracting Officer, who shall issue a decision in writing and furnish a copy of the decision
to the Contractor.
(2) The decision shall be supported by reasons and shall inform the Contractor of his or her rights.
Specific findings of fact shall not be required.
(3) This clause shall not authorize the Contracting Officer to settle, compromise, pay, or otherwise adjust
any claim involving fraud.
(4) The decision of the Contracting Officer shall be final and not subject to review unless an administrative
appeal or action for judicial review is timely commenced by the Contractor.
(5) Pending final decision of an appeal, action, or final settlement, the Contractor shall proceed diligently
with performance of the contract in accordance with the decision of the Contracting Officer.

ARTICLE 8. PAYMENTS TO CONTRACTOR —Unless otherwise provided in the Contract, the
Government will pay the contract price or prices as hereinafter provided in accordance with Government
regulations.

The Government will make progress payments monthl y as the work proceeds, or at more frequent
intervals as determined by the Contracting Officer, on estimates approved by the Contracting Officer.
The Contractor shall furnish a breakdown of the total Contract price showing the amount included
therein for each principal category of the work, in such detail as requested, to provide a basis for
determining progress payments. In the preparation of estimates the Contracting Officer, at his discretion,
may authorize material delivered on the site and preparatory work done to be taken into consideration.
Material delivered to the Contractor at locations other than the site may also be taken into consideration:

1. If such consideration is specifically authorized by the Contract;

2. If the Contractor furnishes satisfactory evidence that he has acquired title to such material, that it
meets Contract requirements and that it will be utilized on the work covered by the Contract; and

3. If the Contractor furnishes to the Contracting Officer an itemized list.

The Contracting Officer at his/her discretion shall cause to be withheld retention in an amount sufficient
to protect the interest of the Government. Unless otherwise agreed, the amount shall not exceed ten
percent (10%) of the partial payment. However, if the Contracting Officer, at any time after 50 percent of
the work has been completed, finds that satisfactory progress is being made, he may authorize any of
the remaining progress payments to be made in full or may retain from such remaining partial payments
less than 10 percent thereof. Also, whenever work is substantially complete, th e Contracting Officer, if
he considers the amount retained to be in excess of the amount adequate fo r the protection of the
Government, at his discretion, may release to the C ontractor all or a porti on of such excess amount.
Furthermore, on completion and acceptance of each sepa rate building, public work, or other division of
the Contract, on which the price is stated separate ly in the Contract, payment may be made therefore
without retention of a percentage, less authorized deductions.

All material and work covered by progress payments made shall thereupon become the sole property of
the Government, but this provision shall not be cons trued as relieving the Contractor from the sole
responsibility for all material and work upon which payments have been made or the restoration of any
damaged work, or as waiving the right of the Government to require the fulfillment of all of the terms of
the Contract.

Standard Contract Provisions - Page 13 of 24

Upon completion and acceptance of all work, the amount due the Contractor under the Contract shall be
paid upon presentation at a properly executed voucher and after the Contractor shall have furnished the
Government with a release, if required, of all clai ms against the Government arising by virtue of the
Contract, other than claims in stated amounts as may be specifically excepted by the Contractor from
the operation of the release.

ARTICLE 9. TRANSFER OR ASSIGNMENT —Unless otherwise provided by law, neither the Contract
nor any interest therein may be transferred or assigned by the Contractor to any other party without the
written consent of the Contracting Officer nor with out the written acceptance by the surety on the
performance and payment bond securing the Contract of the assignee as the Contractor and the
principal on such bond; and any attempted transfer or assignment not authorized by this Article shall
constitute a breach of the Contract and the Government may for such cause terminate the right of the
Contractor to proceed in the same manner as provi ded in Article 5 herein, and the Contractor and his
sureties shall be liable to the Government for any excess cost occasioned the Government thereby.

ARTICLE 10. MATERIAL AND WORKMANSHIP

A. GENERAL —Unless otherwise specifically provided in the Contract, all equipment, material and
articles incorporated in the work covered by t he Contract shall be new and of the most suitable
grade for the purpose intended. Unless otherwise specifically provided in the Contract, reference
to any equipment, material, article or patented pr ocess, by trade name, make or catalog number,
shall be regarded as establishing a standard of quality and shall not be construed as limiting
competition., and the Contractor may use any equipment, material, article or process which, in
the judgment of the Contracting Officer, is equi valent to that named unless otherwise specified.
The Contractor shall furnish to the Contract ing Officer for his approval the name of the
manufacturer, the model number, and other i dentifying data and information respecting the
performance, capacity, nature and rating of the mechanical and other equipment which the
Contractor contemplates incorporating in the work. Machinery and equipment shall be in proper
condition. When required by the Contract or when called for by the Contracting Officer, the
Contractor shall furnish to the Contracting Offi cer for approval full information concerning the
material or articles which he contemplates inco rporating in the work. When so directed, samples
shall be submitted for approval at the Contract or’s expense, with all shipping charges prepaid.
Machinery, equipment, material, and articles instal led or used without required approval shall be
at the risk of subsequent rejection and subject to satisfactory replacement at Contractor’s
expense.

B. SURPLUS MATERIALS USE —Whenever specified in the Contract or authorized by the
Contracting Officer that materials become the property of the Contractor, which by
reference or otherwise shall include disposal of materials, it is understood that the
Contractor accepts such materials “as is” with no further expense or liability to the Government. If
such material specified in the Contract will have a potential or real interest of value, the
Contractor shall make allowance in the Contract to show such value.

C. GOVERNMENT MATERIAL —No materials furnished by the Government shall be applied to any
other use, public or private, than that for which they are issued to the Contractor. The full amount
of the cost to the Government of all materials fu rnished by the Government to the Contractor and
for which no charge is made, which are not accounted for by the Contractor to the satisfaction of
the Contracting Officer, will be charged against the Contractor and his sureties and may be
deducted from any monies due the Contractor, and th is charge shall be in addition to and not in
lieu of any other liabilities of t he Contractor whether civil or cr iminal. Materials furnished by the
Government for which a charge is made at a rate mentioned in the specifications will be delivered
to the Contractor upon proper requisitions therefore and will be charged to his account.

D. Plant —The Contractor shall at all times employ sufficient tools and equipment for prosecuting
the various classes of work to full completion in the manner and time required. The Contractor
shall at all times perform work in sufficient light and shall prov ide proper illuminat ion, including
Standard Contract Provisions - Page 14 of 24

lighting required for night work as directed, as a Contract requirement. All equipment, tools,
formwork and staging used on the project shall be of sufficient size and in proper mechanical and
safe condition to meet work requirements, to produce satisfactory work quality and to prevent
injury to persons, the project or adjacent property. When methods and equipment are not
prescribed in the Contract, the Contractor is fr ee to use tools, methods and equipment that he
satisfactorily demonstrates will accomplish the work in conformity with Contract requirements.

If the Contractor desires to use a method or type of tool or equipment other than specified in the
Contract, he shall request approval to do so; the request shall be in writing and shall include a full
description of proposed methods, tools and equipm ent and reason for the change or substitution.
Approval of substitution s and changed method s will be on condition that the Contractor will be
fully responsible for producing work meeting Co ntract requirements. If after trial use of the
substituted methods, tools and equipment, the Contracting Officer determines that work produced
does not meet Contract requirements, the Cont ractor shall complete remaining work with
specified methods, tools and equipment.

E. CAPABILITY OF WORKERS- All work under the C ontract shall be performed in a skillful and
workmanlike manner. The Contracting Officer may require the Contractor to remove from the
work any such employees as the Contracting Officer deems incompetent, careless,
insubordinate, or otherwise objectionable, or whose continued employment on the work is
deemed by the Contracting Officer to be contrary to the public interest. Such request will be in
writing:

F. CONFORMITY OF WORK AND MATERIALS —All work performed and materials and products
furnished shall be in conformity, within indicated tolerances, with lines, grades, cross sections,
details, dimensions, material and construction re quirements shown or intended by the drawings
arid specifications.

When materials, products or work cannot be correc ted, written notice of rejection will be issued.
Rejected materials, products and work shall be eliminated from the project and acceptably
replaced at Contractor’s expense. The Contracting Officer’s failure to reject any portion of the
project shall not constitute implied acceptance nor in any way release the Contractor from
Contract requirements.

G. UNAUTHORIZED WORK AND MATERIALS —Work performed or materials ordered or
furnished for the project deviating from requirem ents and specifications without written authority,
will be considered unauthorized and at Contractor’s expense. The Government is not obligated to
pay for unauthorized work. Unauthorized work and materials may be ordered removed and
replaced at Contractor’s expense.

ARTICLE 11. INSPECTI ON AND ACCEPTANCE —Except as otherwise prov ided in the Contract,
inspection and test by the Government of materi al and workmanship required by the Contract shall be
made at reasonable times and at the site of the work, unless the Contracting Officer determines that such
inspection or test of material which is to be inco rporated in the work shall be made at the place of
production, manufacture or shipment of such material. To the extent specified by the Contracting Officer
at the time of determining to make off-site inspection or test, such inspection or test shall be conclusive as
to whether the material involved conforms to Contract requirements. Such off-site inspection or test shall
not relieve the Contractor of responsibility for damage to or loss of the material prior to acceptance, nor in
any way affect the continuing rights of the Government after acceptance of the completed work under the
terms of the last paragraph of this Article, except as herein above provided.

The Contractor shall, without c harge, replace any material and correct any workmanship found by the
Government not to conform to Contract requirements and specifications, unless in the public interest the
Government consents to accept such material or workmanship with an appropriate adjustment in Contract
price. The Contractor shall prompt ly segregate and remove rejected material from the premises at
Contractor’s expense.
Standard Contract Provisions - Page 15 of 24

If the Contractor does not promptly replace reject ed material or correct rejected workmanship, the
Government:

1. May, by contract or otherwise, replace such material and correct such workmanship and
charge the cost thereof to the Contractor, or

2. May terminate the Contractor’s right to proceed in accordance with Article 5 herein.

The Contractor shall furnish promptly, without addi tional cost to the Government, all facilities,
labor and material reasonably needed for performing such safe and convenient inspection and
test as may be required by the Contracting Office r. All inspections and tests by the Government
shall be performed in such manner as not unnecessarily to delay the work. Special, full size, and
performance tests shall be performed as descri bed in the Contract. The Contractor shall be
charged with any additional cost of inspection when material and workmanship are not ready for
inspection at the time specified by the Contractor.

Should it be considered necessary or advisable by the Contracting Officer at any time before
acceptance of the work, either in part or in its entirety, to make an examination of work
completed, by removing or tearing out same, the Contractor shall, on request, promptly furnish all
necessary facilities, labor and material to do same. If such work is found to be defective or
nonconforming in any material respect, due to the fault of the Contractor or his subcontractors, he
shall defray all the expenses of such examination and of satisfactory reconstruction. If, however,
such work is found to meet the requirements of the Contract, an equitable adjustment shall be
made in the Contract price to compensate the Contractor for the additional services involved in
such examination and reconstruction and, if completion of the work has been delayed thereby, he
shall, in addition, be granted an equitable extension of time.

Unless otherwise provided in the Contract, acceptance by t he Government will be made as
promptly as practicable after completion and insp ection of all work required by the Contract.
Acceptance shall be final and conclusive except as regards to latent defects, deficiencies, non-
conforming work, fraud, or such gross mistakes as may amount to fraud, or as regards the
Government’s rights under any warranty or guaranty, or as otherwise provided herein.

ARTICLE 12. SUPERINTENDENCE BY CONTRACTOR —The Contractor shall give his personal
superintendence to the performance of the work or have a competent foreman or superintendent,
satisfactory to the Contracting Office r, on the work site at all times du ring progress, with authority to act
for him.

ARTICLE 13. PERMITS AND RESPONSIBILITIES —The Contractor shall, without expense to the
Government, be responsible for obtaining any necessa ry licenses, certificates and permits, and for
complying with any applicable Federal, State, and Municipal laws, codes and regulations, in connection
with the prosecution of the work. He shall be similarl y responsible for all damages to persons or property
that occurs as a result of his fault or negligence. He shall take proper safety, health and environmental
precautions to protect the work, the workers, the p ublic, and the property of others. He shall also be
responsible for all materials delivered and work perf ormed until completion and acceptance of the entire
construction work, except for any completed unit of construction thereof which theretofore may have been
accepted.

ARTICLE 14. INDEMNIFICATION—

A. The Contractor shall indemnify and save harmless the Government and all of its officers, agents
and servants against any and all claims or liability arising from or based on, or as a consequence
or result of, any act, omission or default of the Co ntractor, his employees, or his subcontractors,
in the performance of, or in connection with, any work required, contemplated or performed under
the Contract.
Standard Contract Provisions - Page 16 of 24

B. Disputes between the Contractor and any subcontra ctors, material suppliers, or any other third
parties over payments allegedly owed by the Cont ractor to a third party shall be resolved
exclusively between the Contractor and the th ird party; the Contractor shall permit no pass-
through suits to be brought against the Government by a third party in the Contractor’s name.
However, nothing herein shall be construed to prevent the Contractor from paying a
subcontractor’s claim and seeking a timely equitable adjustment hereunder.

ARTICLE 15. PROTECTION AGAINST TRESPASS —Except as otherwise ex pressly provided in the
Contract, the Contractor is authorized to refuse admiss ion either to the premises or to the working space
covered by the Contract to any person whose admission is not specifically author ized in writing by the
Contracting Officer.

ARTICLE 16. CONDITIONS AFFECTING THE WORK

A. GENERAL —The Contractor shall be responsible for having taken steps reasonably
necessary to ascertain the nature and location of the work, and the general and local conditions
which can affect the work and the cost thereof. Any failure by the Contractor to do so will not
relieve him from responsibility for successfully pe rforming the work as specified without additional
expense to the Government. The Government assumes no responsibility for any understanding or
representation concerning conditions made by any of its officers or agents prior to the execution of
the Contract, unless such understanding or represen tation by the Government is expressly stated
in the Contract.

B. WORK AND STORAGE SPACE —Available work and storage space designated by the
Government shall be developed as required by the Contract or restored at completion of the
project by the Contractor to a condition equivalent to that existing prior to construction. No payment
will be made for furnishing or rest oration of any work and storage space. If no area is designated
or the area designated is not sufficient for the Co ntractor’s operations, he shall obtain necessary
space elsewhere at no expense or liability to the Government.

C. WORK ON SUNDAYS, LEGAL HOLIDAYS AND AT NIGHT —No work shall be done at any time
on Sundays or legal holidays or on any other day be fore 7 a.m. or after 7 p.m., except with the
written permission of the Contracting Officer and pursuant to the requirements of the Police
Requirements of the Government.

D. EXISTING FEATURES —Subsurface and topographic informati on including borings data, utilities
data and other physical data contained in the Cont ract or otherwise available, are not intended as
representations or warranties but are furnish ed as available information. The Government
assumes no expense or liability for the accuracy of, or interpretations made from, existing features.
The Contractor shall be responsible for reasonabl e consideration of existing features above and
below ground which may affect the project.

E. UTILITIES AND VAULTS —The Contractor shall take necessar y measures to prevent interruption
of service or damage to existing utilities within or adjacent to the project. It shall be the Contractor’s
responsibility to determine exact locations of all utilities in the field.

For any underground utility or v ault encountered, the Contractor shall immediately notify the
Contracting Officer and take necessary measures to protect the utility or vault and maintain the
service until relocation by owner is accomplished. No additional payment will be made for the
encountering of these obstructions.

In case of damage to utilities by the Contractor, ei ther above or below ground, the Contractor shall
restore such utilities to a condit ion equivalent to that which existed prior to the damage by
repairing, rebuilding or otherwise restoring as may be directed, at the Cont ractor’s sole expense.
Standard Contract Provisions - Page 17 of 24

Damaged utilities shall be repaired by the Contractor or, when directed by the Contracting Officer,
the utility owner will make needed repairs at the Contractor’s expense.

No compensation, other than authorized time ex tensions, will be allowed the Contractor for
protective measures, work interruptions, changes in construction sequence, changes in methods of
handling excavation and drainage or changes in types of equipment used, made necessary by
existing utilities, imprecise utility or vault inform ation or by others perf orming work within or
adjacent to the project.

F. SITE MAINTENANCE —The Contractor shall maintain the project site in a neat and presentable
manner throughout the course of all operations, and shall be responsible for such maintenance
until final acceptance by the Government. Tras h containers shall be furnished, maintained and
emptied by the Contractor to t he satisfaction of the Contracting Officer. Excavated earthwork,
stripped forms and all other materials and debris not scheduled for reuse in the project shall be
promptly removed from the site.

The Contracting Officer may order t he Contractor to clean up the proj ect site at any stage of work
at no added expense to the Government If the Cont ractor fails to comply with this order, the
Contracting Officer may require the work to be d one by others and the costs will be charged to the
Contractor.

Upon completion of all work and prior to final in spection, the Contractor shall clean up and remove
from the project area and adjacent areas all exce ss materials, equipment, temporary structures,
and refuse, and restore said areas to an acceptable condition.

G. PRIVATE WORK —Except as specifically authorized by th e Contracting Officer, the Contractor
shall not perform any private work abutting Governm ent projects with any labor, materials, tools,
equipment, supplies or supervision scheduled for the Contract until all work under the Contract has
been completed. Contract materials used for any unauthorized purpose shall be subtracted from
Contract amount.

H. GOVERNMENT NOISE CONTROL ACT OF 1977 —The contractor shall be in strict compliance
with [D.C. Law 2-53, Government of Columbia Noise Control Act of 1977 and all provisions thereof.
Effective March 16, 1978. 24 D.C.Register 5293.] (Or relevant local law)

ARTICLE 17. OTHER CONTRACTS —The Government may undertake or award other contracts for
additional work and the Contractor shall fully coope rate with such other contractors and Government
employees and carefully coordinate his own work with such additional work as may be directed by the
Contracting Officer. It is the duty of the Contractor to coordinate its activities with all third parties,
including, but not limited to utilities, who may affect the Contract work hereun der. The Contractor shall
not commit or permit any act which will interfere with the performance of work by any other contractor or
by Government employees. The Government assumes no liability, other than authorized time extensions,
for Contract delays and damages resu lting from delays and lack of prog ress by others. The Contractor
shall make no claim against the Government for dela y or damages resulting from the actions of third
parties, including, but limited to utilities.

ARTICLE 18. PATENT INDEMNITY —Except as otherwise provided, the Contractor agrees to indemnify
the Government and its officers, agents, and employees against liability, including costs and expenses,
for infringement upon any Letters Patent of the Un ited States (except Letters Patent issued upon an
application which is now or may hereafter be, for r easons of national security, ordered by the Federal
Government to be kept classified or otherwise withheld from issue) arising out of the performance of the
Contract or out of the use or disposal, by or for t he account of the Government, of supplies furnished or
construction work performed hereunder.

ARTICLE 19. ADDITIONAL BOND SECURITY —If any surety upon any bond furnished in connection
with the Contract becomes unacceptable to the Governmen t, or if any such surety fails to furnish reports
Standard Contract Provisions - Page 18 of 24

as to his financial condition from time to time as requested by the Government, the Contractor shall
promptly furnish such additional security as may be requi red from time to time to protect the interests of
the Government and of persons supplying labor or materi als in the prosecution of the work contemplated
by the Contract. Provided that upon the failure of the Contractor to furnish such additional security within
ten (10) days after written notice so to do, all pay ments under the Contract will be withheld until such
additional security is furnished.

ARTICLE 20. COVENANT AGAINST CONTINGENT FEES —The Contractor warrants that no person or
selling agency has been employed or retained to solicit or secure the Contract upon an agreement or
understanding for a commission, percentage, br okerage or contingent f ee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business. For breach or violati on of this warranty, the Government shall have the
right to terminate the Contract without liability or in its discretion to deduct fr om the Contract price or
consideration, or otherwise recover, the full amou nt of such commission, percentage, brokerage or
contingent fee.

ARTICLE 21. APPOINTMENT OF ATTORNEY —The Contractor does hereby irrevocably designate and
appoint the Clerk of the Superior Court of the Governm ent and his successors in office as the true and
lawful attorney of the Contractor for the purpose of receiving service of all not ices and processes issued
by any court in the Government, as well as service of all pleadings and other papers, in relation to any
action or legal proceeding arising out of or pertaining to the Contract or the work required or performed
hereunder.

The Contractor expressly agrees that the validity of any service upon t he said Clerk as herein authorized
shall not be affected either by the fact that the Contra ctor was personally within the District of Columbia
and otherwise subject to personal service at the time of such service upon the said Clerk or by the fact
that the Contractor failed to receiv e a copy of such process, notice, pleading or other paper so served
upon the said Clerk, provided that sa id Clerk shall have deposited in t he United States mail, certified and
postage prepaid, a copy of such process, notice, ple ading or other papers addressed to the Contractor at
the address stated in the Contract.

ARTICLE 22. GRATUITIES AND GOVERNMENT EMPLOYEES NOT TO BENEFIT

A. If it is found by the Department that gratuities (in the form of entertainment, gifts, payment, offers
of employment or otherwise) were offered or given by the Contractor, or any agent or
representative of the Contractor, to any official, employee or agent of the District with a view
toward securing the Contract or any other contract or securing favorable treatment with respect to
the awarding or amending, or the making of any determinations with respect to the performance
of the Contract, the Department may, by written notice to the Contractor, terminate the right of the
Contractor to proceed under the Contract wit hout liability and may pursue such other rights and
remedies provided by law and under the Contract.

B. In the event the Contract is terminated as provided above, the Department shall be entitled:

1. to pursue the same remedies against the Cont ractor as it could pursue in the event of a
breach of the Contract by the Contractor; and

2. as a penalty in addition to any other damages to which it may be entitled by law, to exemplary
damages in an amount (as determined by the Department) which shall be not less than ten
times the costs incurred by the Contractor in pr oviding any such gratuities to any such officer
or employee.

C. Unless a determination is made as provided herein, no officer or employee of the Government will
be admitted to any share or part of this contract or to any benefit that may arise therefrom, and
any contract made by the Contracting Officer or any Government employee authorized to execute
contracts in which they or an em ployee of the Government will be personally interested shall be
Standard Contract Provisions - Page 19 of 24

void, and no payment shall be made thereon by the Government or any officer thereof, but this
provision shall not be construed to extend to this contract if made with a corporation for its
general benefit. A Government employee shall not be a party to a contract with the Government
and will not knowingly cause or allow a busines s concern or other organization owned or
substantially owned or controlled by the employ ee to be a party to such a contract, unless a
written determination has been made by the hea d of the procuring agency that there is a
compelling reason for contracting with the em ployee, such as when the Government’s needs
cannot reasonably otherwise be met. [DC Procur ement Practices Act of l985, D.C. Law 6-85,
D.C. Official Code, section 2-310.01, and Chapt er 18 of the DC Personnel Regulations] (Or
relevant local law). The Contractor represents and covenants that it presently has no interest and
shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with
the performance of its services hereunder. The Contractor further covenants not to employ any
person having such known interests in the performance of the contract.

ARTICLE 23. WAIVER —No Governmental waiver of any breach of any provision of the Contract shall
operate as a waiver of such provisi on or of the Contract or as a waiv er of subsequent or other breaches
of the same or any other provision of the Contract; nor shall any action or non-action by the Contracting
Officer or by the Government be construed as a waiver of any provision of the C ontract or of any breach
thereof unless the same has been expressly declared or recognized as a waiver by the Contracting
Officer or the Government in writing.

ARTICLE 24. BUY AMERICAN.

The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C. § 10a), including, but
not limited to, the purchase of steel.

A. AGREEMENT— In accordance with the Buy American Act (41 USC l0a-l0d), and Executive Order
10582. December 17, 1954 (3 CFR, 1954-58 Co mp., p. 230), as amended by Executive Order
11051, September 27,1962 (3 CFR, l059—63 Comp ., p. 635), the Contractor agrees that only
domestic construction material will be used by the Contractor, subcontractors, material men and
suppliers in the performance of the Contract, except for non-domestic material listed in the
Contract.

B. 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 c onstruction 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 50 percent of the cost
of all its components. “Component” means any article, material, or supply directly incorporated in
a construction material. -

C. DOMESTIC COMPONENT —A component shall be considered to have been “mined, produced,
or manufactured in the United States” regardless of it s 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 avail able commercial quantities and of a satisfactory
quality.

D. FOREIGN MATERIAL – When steel materials are used in a project a minimal use of foreign steel
is permitted. The cost of such materials c annot exceed on-tenth of one percent of the total
project cost, or $2,500,000, whichever is greater.

ARTICLE 25. TAXES

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A. FEDERAL EXCISE —Materials, supplies and equipment are not subject to the Federal
Manufacturer’s Excise Tax, if they are furnished or used in connection with the Contract provided
that title to such materials, supplies and equi pment passes to the Government under the
Contract. The Contractor shall in such cases fu rnish his subcontractors and suppliers with a
purchaser’s certificate in the form prescribed by the U.S. Internal Revenue Service.

B. SALES AND USE TAXES —Materials which are physically incorporated as a permanent part of
real property are not subject to Government Sa les and Use Tax. The Contractor shall, when
purchasing such materials, furnish his suppliers wi th a Contractor’s Exempt Purchase Certificate
in the form prescribed in the Sales and Use Tax Regulations of the Government. Where the
Contractor, subcontractor or material man has already paid the Sales and Use Tax on material,
as prescribed above, the Sales and Use Tax Regulations of the Government permit the
Contractor, subcontractor or material man to deduct the sales or use tax on the purchase price of
the same on his next monthly return as an adjustment. However, the Contractor, subcontractor or
material man must satisfy the Chief Financial Officer for the Government that no sum in
reimbursement of such tax was included in the Contract or else that the Government has
received a credit under the Contract in an amount equal to such tax.

Government Sales and Use Tax shall be paid on any material and supplies, including equipment
rentals, which do not become a physical part of the finished project. [See Government of
Columbia Sales and Use Tax Administration Ruling No. 6] (Or relevant local law).

The Contractor, subcontractor, or material supplier shall provide proof of compliance with the
provisions of [D.C. Law 9-260] (Or relevant local law), as amended, codified in [D.C. Code46-103]
(Or relevant local law), Employer Contributions, prior to award.

The Contractor, subcontractor, or material supplier shall provide proof of compliance with the
applicable tax filing and licensing requirements set forth in [D.C. Code, Title 47, Taxation and
Fiscal Affairs] (Or relevant local law), prior to contract award.

ARTICLE 26. SUSPENSION OF WORK —The Contracting Officer may orde r the Contractor in writing to
suspend, delay or interrupt all or any part of the work for such period of time as he may determine to be
appropriate for the convenience of the Government.

If the performance of all or any part of the work is, for an unreasonable period of time, suspended,
delayed or interrupted by an act of the Contracting Officer in the administration of the Contract, or by his
failure to act within the time specified in the Contract (or if no time is specified, within a reasonable time),
an adjustment will be made for an increase in the cost of performance of the Cont ract (excluding profit)
necessarily caused by such unreasonable suspension, delay or inte rruption and the Contract modified in
writing accordingly. However, no adjustment will be m ade under this Article for any suspension, delay or
interruption to the extent:

1. That performance would have been so suspe nded, delayed or interrupted by any other
cause, including the fault or negligence of the contractor, or

2. For which an equitable adjustment is provi ded or excluded under any other provision of
the Contract.

No claim under this Article shall be allowed:

1. For any costs incurred more than 20 days before the Contractor shall have notified the
Contracting Officer in writing of the act or failure to act involved (but this requirement shall
no apply as to a claim resulting from a suspension order), and

Standard Contract Provisions - Page 21 of 24

2. Unless the claim, in an amount stated, is asse rted in writing as soon as practicable after
the termination of such suspension, delay, or interruption, but not later than the date of
final payment under the Contract.

ARTICLE 27. SAFETY PROGRAM

A. GENERAL —In order to provide safety controls for the protection of the life and health of
Government and Contract employees and the gen eral public; prevention of damage to property,
materials, supplies, and equipment; and for avoidance of work interruptions in the performance of
the Contract, the Contractor shall comply with all applicable Federal and local laws governing
safety, health and sanitation including the Safety Standards, Rules and Regulations issued by the
American National Standards, U. S. Department of Labor, U. S. Department of Health and
Human Services, [D.C. Minimum Wage and Industrial Safety Board] (Or relevant local law) and
the latest edition of “Manual of Uniform Traffic Control Devices” issued by the Federal Highway
Administration.

The Contractor shall also take or cause to be taken such additional safety measures as the
Contracting Officer may determine to be reasonably necessary.

The Contractor shall designate one person to be responsible for carrying out the Contractor’s
obligation under this Article.

The Contractor shall maintain an accurate record of all accidents resulting in death, injury,
occupational disease, and/or damag e to property, materials, supplies, and equipment incident to
work performed under the Contract. Copies of thes e reports shall be furnished to the Contracting
Officer within two working days after occurrence.

The Contracting Officer will notif y the Contractor of any noncompliance with the foregoing
provisions and the action to be taken. The Cont ractor shall, after receipt of such notice,
immediately take corrective action. Such notic e, when delivered to the Contractor or his
representative at the site of the work, shall be deemed sufficient for the purpose. If the Contractor
fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or part
of the work until satisfactory co rrective action has been taken. No par t of the time lost due to any
such stop orders shall be made the subject of clai m for extension of time or for excess costs or
damages by the Contractor.

This Article is applicable to all subcontractors used under the Contract and compliance with these
provisions by the subcontractors will be the responsibility of the Contractor.

(In Contracts involving work of short duration or of non-hazardous character, the following Section
B. will be deleted by Special Provision)

B. CONTRACTOR’S PROGRAM SUBMISSION —Prior to commencement of the work, the
Contractor shall:

1. Submit in writing to the Contracting Officer fo r his approval his program for complying with
this Article for accident prevention.

2. Meet with the Contracting Offi cer’s Safety Representative a fter submission of the above
program to develop a mutual understanding relative to the administration of the overall safety
program.

ARTICLE 28. RETENTION OF RECORDS—Unless otherwise provided in the Contract, or by applicable
statute, the Contractor, from the effective date of Contract completion and for a period of three years after
final settlement under the Contract, shall preserve and make available to the Government at all
Standard Contract Provisions - Page 22 of 24

reasonable times at the office of the Contractor but without direct charge to the Government, all his
books, records, documents, and other evidence bearing on the costs and expenses of the Contractor
under the Contract.

ARTICLE 29. RECOVERY OF DEBTS OWED THE GOVERNMENT---The Contractor hereby agrees
that the Government may use all or any portion of any payment, consideration or refund due the
Contractor under the Contract to satisfy, in whole or part, any debt due the Government.

ARTICLE 30. ADMINISTRATIVE LIQUIDATED DAMAGES---In addition to any other liquidated
damages provided for in the Contract, the Contractor hereby agrees that the Government may assess
administrative liquidated damages for the Contractor’s failure to submit when due any deliverable
required by the Contract. Unless otherwise prescribed by the Contracting Officer, the rate of the
administrative liquidated damages shall be $250 per day until the required deliverable is received and
accepted by the Government. The Government’s remedies for failure to comply with the Contract terms
and conditions are cumulative and not exclusive. Nothing herein shall be construed to limit the
Government’s ability to terminate the Contractor for the failure to submit Contract deliverables when due.

ARTICLE 31. ANTI-COMPETITIVE PRACTICES AND ANTI-KICKBACK PROVISIONS.

A. The Contractor recognizes the need for markets to operate competitively and shall observe and
shall comply with all applicable law, rules, and regulations prohibiting anti-competitive practices.
The Contractor shall not engage, directly or indirectly, in collusion or other anti-competitive
practices that reduces or eliminates competition or restrains trade. The Department shall report
to the appropriate authority any activity that evidences a violation of the antitrust laws, and take
such other further action to which it is entitled or obligated under the law.

B. The Contractor shall observe and comply with all applicable law, rules, and regulations prohibiting
kickbacks and, without limiting the foregoing, Contractor shall not (i) provide or attempt to provide
or offer to provide any kickback; (ii) solicit, accept, or attempt to accept any kickback; or (iii)
include, directly or indirectly, the amount of any kickback in the contract price charged by
Contractor or a Subcontractor of the Construction Manager to the Department. The Contractor
shall have in place and follow reasonable procedures designed to prevent and detect possible
violations described in this subparagraph in its own operations and direct business relationships.
The Department may take any recourse available to it under the law for violations of this anti-
kickback provision.

C. The Contractor represents and warrants that it did not, directly or indirectly, engage in any
collusive or other anti-competitive behavior in connection with the bid, negotiation or award of the
Contract. Further, the Contractor represents and warrants that it will not either directly or
indirectly, engage in any collusive or other anti-competitive behavior in connection with the
performance and administration of the Contract. In the event the Department determines that
there has been a violation of these provisions, it may terminate the contract without liability.

ARTICLE 32. NON-DISCRIMINATION IN EMPLOYMENT PROVISIONS.

A. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color, religion, national
origin, sex, age, marital status, personal appearance, sexual orientation, family responsibilities,
matriculation, political affiliation, or physical handicap. The affirmative action shall include, but
not be limited to, the following:

1. Employment, upgrading, or transfer;

2. Recruitment or recruitment advertising;

3. Demotion, layoff, or termination;
Standard Contract Provisions - Page 23 of 24

4. Rates of pay, or other forms of compensation; and
5. Selection for training and apprenticeship.

B. Unless otherwise permitted by law and directed by the Department, the Contractor agrees to post
in conspicuous places, available to employees and applicants for employment, notices to be
provided by the Department setting forth the provisions of this Section concerning non-
discrimination and affirmative action.

C. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive consideration for employment
pursuant to the non-discrimination requirements set forth in this Section.

D. The Contractor agrees to send to each labor union or representative of workers with which it has
a collective bargaining agreement, or other contract or understanding, a notice to be provided by
the Department, advising each labor union or workers' representative of the Contractor's
commitments under this Section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.

E. The Contractor agrees to permit access by the Department to all books, records and accounts
pertaining to its employment practices for purposes of investigation to ascertain compliance with
this Section, and shall post copies of the notices in conspicuous places available to employees
and applicants for employment.

F. The Contractor shall include in every subcontract the equal opportunity clauses of this Section so
that such provisions shall be binding upon each Subcontractor or vendor.

G. The Contractor shall take such action with respect to any Subcontractor as the Contracting
Officer may direct as a means of enforcing these provisions, including sanctions for non-
compliance.

ARTICLE 33. ETHICAL STANDARDS FOR DEPARTMENT’S EMPLOYEES AND FORMER
EMPLOYEES---The Department expects the Contractor to observe the highest ethical standards and to
comply with all applicable law, rules, and regulations governing ethical conduct or conflicts of interest.
Neither the Contractor, nor any person associated with the Contractor, shall provide (or seek
reimbursement for) any gift, gratuity, favor, entertainment, loan or other thing of value to any employee of
the District or the Department not in conformity with applicable law, rules or regulations. The Contractor
shall not engage the services of any person or persons in the employment of the Department or the
District for any Work required, contemplated or performed under the Contract. The Contractor may not
assign to any former Department or District employee or agent who has joined the Contractor's firm any
matter on which the former employee, while in the employ of the Department, had material or substantial
involvement in the matter. The Contractor may request a waiver to permit the assignment of such matters
to former Department personnel on a case-by-case basis. The Contractor shall include in every
subcontract a provision substantially similar to this section so that such provisions shall be binding upon
each Subcontractor or vendor.

ARTICLE 34. CONSTRUCTION. The Contract shall be construed fairly as to all parties and not in favor
of or against any party, regardless of which party prepared the Contract.

ARTICLE 35. SURVIVAL. All agreements warranties, and representations of the Contractor contained
in the Contract or in any certificate or document furnished pursuant to the Contract shall survive
termination or expiration of the Contract.

ARTICLE 36. REMEDIES CUMULATIVE. Unless specifically provided to the contrary in the Contract,
all remedies set forth in the Contract are cumulative and not exclusive of any other remedy the
Government may have, including, without limitation, at law or in equity. The Government’s rights and
Standard Contract Provisions - Page 24 of 24

remedies will be exercised at its sole discretion, and shall not be regarded as conferring any obligation on
the Government’s to exercise those rights or remedies for the benefit of the Contractor or any other
person or entity.

ARTICLE 37. ENTIRE AGREEMENT; MODIFICATION. The Contract supersedes all contemporaneous
or prior negotiations, representations, course of dealing, or agreements, either written or oral. No
modifications to the Contract 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
Contract. Nothing herein shall be construed to limit the Department’s right to issue unilateral modifications
to the contract.

ARTICLE 38. SEVERABILITY. In the event any one or more of the provisions contained in this
Contract 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 Contract, and in lieu of each such
invalid, illegal or unenforceable provision, there shall be added automatically as a part of this Contract 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 Contract is intended to be severable.

ARTICLE 39. FORCE MAJEURE---If the Contractor, because of Force Majeure, is rendered wholly or
partly unable to perform its obligations when due under this Contract, the Contractor may be excused
from whatever performance is affected by the Force Majeure to the extent so affected. In order to be
excused from its performance obligations under this Contract by reason of Force Majeure, within 72 hours
of the occurrence or event, the Contractor must provide the Contracting Officer written notice of its
inability to perform as well as a description of the force majeure and its effect on Contract performance.
The Contracting Officer will have the right to cause the inspection of the work site to determine the validity
of the Contractor’s assertion of its inability to perform. If the Contracting Officer agrees that the
Contractor is wholly or partly unable to perform its obligations under the Contract a decision will be issued
indicating the extent to which the Contractor is excused from its performance obligations. In no event will
the Contractor be entitled to money damages from the Government due to force majeure.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit C
Deliverables List
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
Design and Preconstruction Phase Deliverables
Deliverables shall include but not limited to:
a) Project Schedule.
b) List of Long Lead Items that could adversely impact the Project’s schedule and
recommendations for purchase.
c) Concept Cost Estimate and Concept Designs.
d) Schematic Cost Estimate and Schematic Design.
e) Design Development Cost Estimate and Design Development.
f) Permit Set of Construction Documents Cost Estimate and Permit Set of Construction
Documents.
g) Permit Set of Construction Documents, including DOB
plan review responses.
h) Issued for Construction Documents.
i) Life Safety Floor Plans.
j) List of subcontractors from which the Design -Builder intends to solicit bids and bidding
procedure.
k) Trade bid tabulations, including all subcontractor proposals.
l) Report outlining Value Engineering strategies.
m) GMP Proposal.
n) Construction Phase Baseline Schedule.
o) Statement of constructability within ten (10) days of the conclusion of the Design and
Preconstruction Phase, executed by both the Design -Builder and the Project
Architect/Engineer.
p) Insurance Certificates.
q) Payment and Performance Bonds.
Construction Deliverables
Deliverables shall include but not be limited to:
a) Contingency Balance Update.
b) Hazardous Material Abatement Subcontractor Insurance Certificates.
c) Hazardous Material Abatement Records.
d) Construction Document Packages.
e) Progress Meeting Minutes.
f) Project Schedule Updates.
g) Project Progress Reports.
h) Cost Variance Report.
i) OSHA Safety Plan.
j) Closeout documents (Product Manuals, Warranties, etc.).
k) Quality Control Plan.
l) Quality Control Inspection Reports.
m) Corrective Action Plan if applicable.
n) ProjectTeam submissions.

Page 39 of 76
o) Invoices and Acceptable Application for Payment with Release of Liens and Claims.
p) Insurance Certificates.
q) Performance and Payment Bonds.
r) Certificate of Substantial Completion executed by the Project Design Builder’s
Architect/Engineer and submitted to the Department for review, concurrence and approval.
s) Documents that may be required by Contracting Officer from time to time.
Close-Out Deliverables
Deliverables shall include those outlined in Attachment U of the RFP (DGS Turnover
Manual) including, but not limited to the below items. If there is a conflict between Attachment
U and the deliverable list below, Attachment U shall prevail.
a) A complete set of the Design-Builder’s Project files.
b) A complete set of product manuals (O&M), training videos, warranties, etc.
c) As-built record drawings.
d) Attic stock and schedule.
e) Equipment schedule.
f) Proposed schedule of maintenance.
g) Environmental, health & safety documents.
h) LEED – Preliminary Construction Review.
i) All applicable inspection certificates/permits (boiler, elevator, emergency evacuation
plans, health inspection, etc.).
j) Final Maintenance and Operations Plan.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit D1
Davis-Bacon Act Wage Determination
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
11/15/24, 11:33 AM SAM.gov
https://sam.gov/wage-determination/DC20240002/8 1/9
"General Decision Number: DC20240002 08/23/2024
Superseded General Decision Number: DC20230002
State: District of Columbia
Construction Type: Building
County: District of Columbia Statewide.
BUILDING CONSTRUCTION PROJECTS (does not include single family
homes or apartments up to and including 4 stories).
Note: Contracts subject to the Davis-Bacon Act are generally
required to pay at least the applicable minimum wage rate
required under Executive Order 14026 or Executive Order 13658.
Please note that these Executive Orders apply to covered
contracts entered into by the federal government that are
subject to the Davis-Bacon Act itself, but do not apply to
contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(1).
______________________________________________________________
|If the contract is entered |. Executive Order 14026 |
|into on or after January 30, | generally applies to the |
|2022, or the contract is | contract. |
|renewed or extended (e.g., an |. The contractor must pay |
|option is exercised) on or | all covered workers at |
|after January 30, 2022: | least $17.20 per hour (or |
| | the applicable wage rate |
| | listed on this wage |
| | determination, if it is |
| | higher) for all hours |
| | spent performing on the |
| | contract in 2024. |
|______________________________|_____________________________|
|If the contract was awarded on|. Executive Order 13658 |
|or between January 1, 2015 and| generally applies to the |
|January 29, 2022, and the | contract. |
|contract is not renewed or |. The contractor must pay all|
|extended on or after January | covered workers at least |
|30, 2022: | $12.90 per hour (or the |
| | applicable wage rate listed|
| | on this wage determination,|
| | if it is higher) for all |
| | hours spent performing on |
| | that contract in 2024. |
|______________________________|_____________________________|
The applicable Executive Order minimum wage rate will be
adjusted annually. If this contract is covered by one of the
Executive Orders and a classification considered necessary for
performance of work on the contract does not appear on this
wage determination, the contractor must still submit a
conformance request.
Additional information on contractor requirements and worker
protections under the Executive Orders is available at
http://www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/05/2024
1 01/12/2024
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2 02/23/2024
3 04/05/2024
4 05/10/2024
5 07/05/2024
6 08/02/2024
7 08/09/2024
8 08/23/2024
ASBE0024-007 10/01/2023
Rates Fringes
ASBESTOS WORKER/HEAT & FROST
INSULATOR........................$ 40.02 19.67+a
Includes the application of all insulating materials,
protective coverings, coatings and finishes to all types of
mechanical systems
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day before
and after the paid holiday.
----------------------------------------------------------------
ASBE0024-008 04/01/2021
Rates Fringes
ASBESTOS WORKER: HAZARDOUS
MATERIAL HANDLER.................$ 24.46 8.69+a
Includes preparation, wetting, stripping, removal, scrapping,
vacuuming, bagging and disposing of all insulation
materials, whether they contain asbestos or not, from
mechanical systems
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day before
and after the paid holiday.
----------------------------------------------------------------
ASBE0024-014 04/01/2023
Rates Fringes
FIRESTOPPER......................$ 29.80 9.83+a
Includes the application of materials or devices within or
around penetrations and openings in all rated wall or floor
assemblies, in order to prevent the pasage of fire, smoke
of other gases. The application includes all components
involved in creating the rated barrier at perimeter slab
edges and exterior cavities, the head of gypsum board or
concrete walls, joints between rated wall or floor
components, sealing of penetrating items and blank openings.
a. PAID HOLIDAYS: New Year's Day, Martin Luther King Day,
Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day,the day after Thanksgiving and Christmas
Day provided the employee works the regular work day before
and after the paid holiday.
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----------------------------------------------------------------
BRDC0001-002 04/28/2024
Rates Fringes
BRICKLAYER.......................$ 37.50 14.38
----------------------------------------------------------------
CARP0197-011 05/01/2024
Rates Fringes
CARPENTER, Includes Drywall
Hanging, Form Work, and Soft
Floor Laying-Carpet..............$ 34.41 14.33
----------------------------------------------------------------
CARP0219-001 05/01/2024
Rates Fringes
MILLWRIGHT.......................$ 38.61 16.89
----------------------------------------------------------------
CARP0474-006 05/01/2024
Rates Fringes
PILEDRIVERMAN....................$ 36.60 14.47
----------------------------------------------------------------
ELEC0026-016 06/05/2023
Rates Fringes
ELECTRICIAN, Includes
Installation of
HVAC/Temperature Controls........$ 53.00 21.35
----------------------------------------------------------------
ELEC0026-017 09/04/2023
Rates Fringes
ELECTRICAL INSTALLER (Sound
& Communication Systems).........$ 31.05 12.30
SCOPE OF WORK: Includes low voltage construction,
installation, maintenance and removal of teledata
facilities (voice, data and video) including outside plant,
telephone and data inside wire, interconnect, terminal
equipment, central offices, PABX, fiber optic cable and
equipment, railroad communications, micro waves, VSAT,
bypass, CATV, WAN (Wide area networks), LAN (Local area
networks) and ISDN (Integrated systems digital network).
WORK EXCLUDED: The installation of computer systems in
industrial applications such as assembly lines, robotics
and computer controller manufacturing systems. The
installation of conduit and/or raceways shall be installed
by Inside Wiremen. On sites where there is no Inside
Wireman employed, the Teledata Technician may install
raceway or conduit not greater than 10 feet. Fire alarm
work is excluded on all new construction sites or wherever
the fire alarm system is installed in conduit. All HVAC
control work.
----------------------------------------------------------------
ELEV0010-001 01/01/2024
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Rates Fringes
ELEVATOR MECHANIC................$ 54.77 37.885+a+b
a. PAID HOLIDAYS: New Year's Day, Memorial Day, Independence
Day, Labor Day, Veterans' Day, Thanksgiving Day, Christmas
Day and the Friday after Thanksgiving.
b. VACATIONS: Employer contributes 8% of basic hourly rate
for 5 years or more of service; 6% of basic hourly rate for
6 months to 5 years of service as vacation pay credit.
----------------------------------------------------------------
IRON0005-005 06/01/2024
Rates Fringes
IRONWORKER, STRUCTURAL AND
ORNAMENTAL.......................$ 37.86 25.86
----------------------------------------------------------------
IRON0005-012 05/01/2024
Rates Fringes
IRONWORKER, REINFORCING..........$ 31.88 23.78
----------------------------------------------------------------
LABO0011-009 06/01/2023
Rates Fringes
LABORER: Skilled................$ 28.95 7.70
FOOTNOTE: Potmen, power tool operator, small machine
operator, signalmen, laser beam operator, waterproofer
(excluding roofing), open caisson, test pit, underpinning,
pier hole and ditches, laggers and all work associated with
lagging that is not expressly stated, strippers, operator
of hand derricks, vibrator operators, pipe layers, or tile
layers, operators of jackhammers, paving breakers, spaders
or any machine that does the same general type of work,
carpenter tenders, scaffold builders, operators of
towmasters, scootcretes, buggymobiles and other machines of
similar character, operators of tampers and rammers and
other machines that do the same general type of work,
whether powered by air, electric or gasoline, builders of
trestle scaffolds over one tier high and sand blasters,
power and chain saw operators used in clearing, installers
of well points, wagon drill operators, acetylene burners
and licensed powdermen, stake jumper,demolition.
----------------------------------------------------------------
MARB0002-004 04/28/2024
Rates Fringes
MARBLE/STONE MASON...............$ 44.30 20.92
INCLUDING pointing, caulking and cleaning of All types of
masonry, brick, stone and cement EXCEPT pointing, caulking,
cleaning of existing masonry, brick, stone and cement
(restoration work)
----------------------------------------------------------------
MARB0003-006 04/28/2024
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Rates Fringes
TERRAZZO WORKER/SETTER...........$ 33.41 13.94
----------------------------------------------------------------
MARB0003-007 04/28/2024
Rates Fringes
TERRAZZO FINISHER................$ 28.09 12.29
----------------------------------------------------------------
MARB0003-008 04/28/2024
Rates Fringes
TILE SETTER......................$ 33.41 13.94
----------------------------------------------------------------
MARB0003-009 04/28/2024
Rates Fringes
TILE FINISHER....................$ 28.09 12.29
----------------------------------------------------------------
PAIN0051-014 06/01/2023
Rates Fringes
GLAZIER
Glazing Contracts $2
million and under...........$ 30.52 13.85
Glazing Contracts over $2
million.....................$ 34.76 13.85
----------------------------------------------------------------
PAIN0051-015 06/01/2023
Rates Fringes
PAINTER
Brush, Roller, Spray and
Drywall Finisher............$ 27.46 11.56
----------------------------------------------------------------
PLAS0891-005 07/01/2023
Rates Fringes
PLASTERER (Including
Fireproofing)....................$ 31.83 8.96
----------------------------------------------------------------
PLAS0891-006 02/01/2023
Rates Fringes
CEMENT MASON/CONCRETE FINISHER...$ 30.00 12.99
----------------------------------------------------------------
PLUM0005-010 08/01/2024
Rates Fringes
PLUMBER..........................$ 51.25 22.46+a
a. PAID HOLIDAYS: Labor Day, Veterans' Day, Thanksgiving Day
and the day after Thanksgiving, Christmas Day, New Year's
Day, Martin Luther King's Birthday, Memorial Day and the
Fourth of July.
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----------------------------------------------------------------
PLUM0602-008 08/01/2024
Rates Fringes
PIPEFITTER, Includes HVAC
Pipe Installation................$ 52.27 23.79+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day and the day after
Thanksgiving and Christmas Day.
----------------------------------------------------------------
ROOF0030-016 07/01/2024
Rates Fringes
ROOFER...........................$ 34.76 14.91
----------------------------------------------------------------
SFDC0669-002 04/01/2024
Rates Fringes
SPRINKLER FITTER (Fire
Sprinklers)......................$ 42.32 25.80
----------------------------------------------------------------
* SHEE0100-015 11/01/2023
Rates Fringes
SHEET METAL WORKER (Including
HVAC Duct Installation)..........$ 47.92 22.72+a
a. PAID HOLIDAYS: New Year's Day, Martin Luther King's
Birthday, Memorial Day, Independence Day, Labor Day,
Veterans Day, Thanksgiving Day and Christmas Day
----------------------------------------------------------------
* SUDC2009-003 05/19/2009
Rates Fringes
LABORER: Common or General......$ 13.04 ** 2.80

LABORER: Mason Tender -
Cement/Concrete..................$ 15.40 ** 2.85

LABORER: Mason Tender for
pointing, caulking, cleaning
of existing masonry, brick,
stone and cement structures
(restoration work); excludes
pointing, caulking and
cleaning of new or
replacement masonry, brick,
stone and cement.................$ 11.67 **

POINTER, CAULKER, CLEANER,
Includes pointing, caulking,
cleaning of existing masonry,
brick, stone and cement
structures (restoration
work); excludes pointing,
caulking, cleaning of new or
11/15/24, 11:33 AM SAM.gov
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replacement
masonry, brick, stone or
cement...........................$ 18.88
----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
================================================================
** Workers in this classification may be entitled to a higher
minimum wage under Executive Order 14026 ($17.20) or 13658
($12.90). Please see the Note at the top of the wage
determination for more information. Please also note that the
minimum wage requirements of Executive Order 14026 are not
currently being enforced as to any contract or subcontract to
which the states of Texas, Louisiana, or Mississippi, including
their agencies, are a party.
Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at
https://www.dol.gov/agencies/whd/government-contracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (iii)).
----------------------------------------------------------------
The body of each wage determination lists the classification
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
determination. The classifications are listed in alphabetical
order of ""identifiers"" that indicate whether the particular
rate is a union rate (current union negotiated rate for local),
a survey rate (weighted average rate) or a union average rate
(weighted union average rate).
Union Rate Identifiers
A four letter classification abbreviation identifier enclosed
in dotted lines beginning with characters other than ""SU"" or
""UAVG"" denotes that the union classification and rate were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers. 0198
11/15/24, 11:33 AM SAM.gov
https://sam.gov/wage-determination/DC20240002/8 8/9
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next number,
005 in the example, is an internal number used in processing
the wage determination. 07/01/2014 is the effective date of the
most current negotiated rate, which in this example is July 1,
2014.
Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA) governing
this classification and rate.
Survey Rate Identifiers
Classifications listed under the ""SU"" identifier indicate that
no one rate prevailed for this classification in the survey and
the published rate is derived by computing a weighted average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number, 007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey completion
date for the classifications and rates under that identifier.
Survey wage rates are not updated and remain in effect until a
new survey is conducted.
Union Average Rate Identifiers
Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
08/29/2014. UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next number, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 indicates the survey completion date
for the classifications and rates under that identifier.
A UAVG rate will be updated once a year, usually in January of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate is
based.
State Adopted Rate Identifiers
Classifications listed under the ""SA"" identifier indicate that
the prevailing wage rate set by a state (or local) government
was adopted under 29 C.F.R � 1.3(g)-(h). Example: SAME2023-007
01/03/2024. SA reflects that the rates are state adopted. ME
refers to the State of Maine. 2023 is the year during which the
state completed the survey on which the listed classifications
and rates are based. The next number, 007 in the example, is an
internal number used in producing the wage determination.
01/03/2024 reflects the date on which the classifications and
rates under the ?SA? identifier took effect under state law in
the state from which the rates were adopted.
----------------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
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1.) Has there been an initial decision in the matter? This can
be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests
for summaries of surveys, should be with the Wage and Hour
National Office because National Office has responsibility for
the Davis-Bacon survey program. If the response from this
initial contact is not satisfactory, then the process described
in 2.) and 3.) should be followed.
With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
================================================================
END OF GENERAL DECISION"

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit D2
Title 29 Code of Federal Regulations (“CFR”) Davis Bacon Provision
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
115
Office of the Secretary of Labor § 5.5
been certified by the Secretary of
Transportation in accordance with 23
U.S.C. 113(c).
(4) A distinct classification of ‘‘help-
er’’ will be issued in wage determina-
tions applicable to work performed on
construction projects covered by the
labor standards provisions of the
Davis-Bacon and Related Acts only
where:
(i) The duties of the helper are clear-
ly defined and distinct from those of
any other classification on the wage
determination;
(ii) The use of such helpers is an es-
tablished prevailing practice in the
area; and
(iii) The helper is not employed as a
trainee in an informal training pro-
gram. A ‘‘helper’’ classification will be
added to wage determinations pursuant
to § 5.5(a)(1)(ii)(A) only where, in addi-
tion, the work to be performed by the
helper is not performed by a classifica-
tion in the wage determination.
(o) Every person performing the du-
ties of a laborer or mechanic in the
construction, prosecution, completion,
or repair of a public building or public
work, or building or work financed in
whole or in part by loans, grants, or
guarantees from the United States is
employed regardless of any contractual
relationship alleged to exist between
the contractor and such person.
(p) The term wages means the basic
hourly rate of pay; any contribution ir-
revocably made by a contractor or sub-
contractor to a trustee or to a third
person pursuant to a bona fide fringe
benefit fund, plan, or program; and the
rate of costs to the contractor or sub-
contractor which may be reasonably
anticipated in providing bona fide
fringe benefits to laborers and mechan-
ics pursuant to an enforceable commit-
ment to carry out a financially respon-
sible plan of program, which was com-
municated in writing to the laborers
and mechanics affected. The fringe
benefits enumerated in the Davis-
Bacon Act include medical or hospital
care, pensions on retirement or death,
compensation for injuries or illness re-
sulting from occupational activity, or
insurance to provide any of the fore-
going; unemployment benefits; life in-
surance, disability insurance, sickness
insurance, or accident insurance; vaca-
tion or holiday pay; defraying costs of
apprenticeship or other similar pro-
grams; or other bona fide fringe bene-
fits. Fringe benefits do not include ben-
efits required by other Federal, State,
or local law.
(q) The term wage determination in-
cludes the original decision and any
subsequent decisions modifying, super-
seding, correcting, or otherwise chang-
ing the provisions of the original deci-
sion. The application of the wage deter-
mination shall be in accordance with
the provisions of § 1.6 of this title.
[48 FR 19541, Apr. 29, 1983, as amended at 48
FR 50313, Nov. 1, 1983; 55 FR 50149, Dec. 4,
1990; 57 FR 19206, May 4, 1992; 65 FR 69693,
Nov. 20, 2000; 65 FR 80278, Dec. 20, 2000]
§§ 5.3–5.4 [Reserved]
§ 5.5 Contract provisions and related
matters.
(a) The Agency head shall cause or
require the contracting officer to in-
sert in full in any contract in excess of
$2,000 which is entered into for the ac-
tual construction, alteration and/or re-
pair, including painting and deco-
rating, of a public building or public
work, or building or work financed in
whole or in part from Federal funds or
in accordance with guarantees of a
Federal agency or financed from funds
obtained by pledge of any contract of a
Federal agency to make a loan, grant
or annual contribution (except where a
different meaning is expressly indi-
cated), and which is subject to the
labor standards provisions of any of the
acts listed in § 5.1, the following clauses
(or any modifications thereof to meet
the particular needs of the agency, Pro-
vided, That such modifications are first
approved by the Department of Labor):
(1) Minimum wages. (i) All laborers
and mechanics employed or working
upon the site of the work (or under the
United States Housing Act of 1937 or
under the Housing Act of 1949 in the
construction or development of the
project), will be paid unconditionally
and not less often than once a week,
and without subsequent deduction or
rebate on any account (except such
payroll deductions as are permitted by
regulations issued by the Secretary of
Labor under the Copeland Act (29 CFR
part 3)), the full amount of wages and
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29 CFR Subtitle A (7–1–11 Edition) § 5.5
bona fide fringe benefits (or cash
equivalents thereof) due at time of
payment computed at rates not less
than those contained in the wage de-
termination of the Secretary of Labor
which is attached hereto and made a
part hereof, regardless of any contrac-
tual relationship which may be alleged
to exist between the contractor and
such laborers and mechanics.
Contributions made or costs reason-
ably anticipated for bona fide fringe
benefits under section 1(b)(2) of the
Davis-Bacon Act on behalf of laborers
or mechanics are considered wages paid
to such laborers or mechanics, subject
to the provisions of paragraph (a)(1)(iv)
of this section; also, regular contribu-
tions made or costs incurred for more
than a weekly period (but not less
often than quarterly) under plans,
funds, or programs which cover the
particular weekly period, are deemed
to be constructively made or incurred
during such weekly period. Such labor-
ers and mechanics shall be paid the ap-
propriate wage rate and fringe benefits
on the wage determination for the clas-
sification of work actually performed,
without regard to skill, except as pro-
vided in § 5.5(a)(4). Laborers or mechan-
ics performing work in more than one
classification may be compensated at
the rate specified for each classifica-
tion for the time actually worked
therein: Provided, That the employer’s
payroll records accurately set forth the
time spent in each classification in
which work is performed. The wage de-
termination (including any additional
classification and wage rates con-
formed under paragraph (a)(1)(ii) of
this section) and the Davis-Bacon post-
er (WH–1321) shall be posted at all
times by the contractor and its sub-
contractors at the site of the work in a
prominent and accessible place where
it can be easily seen by the workers.
(ii)(A) The contracting officer shall
require that any class of laborers or
mechanics, including helpers, which is
not listed in the wage determination
and which is to be employed under the
contract shall be classified in conform-
ance with the wage determination. The
contracting officer shall approve an ad-
ditional classification and wage rate
and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the
classification requested is not per-
formed by a classification in the wage
determination; and
(2) The classification is utilized in
the area by the construction industry;
and
(3) The proposed wage rate, including
any bona fide fringe benefits, bears a
reasonable relationship to the wage
rates contained in the wage determina-
tion.
(B) If the contractor and the laborers
and mechanics to be employed in the
classification (if known), or their rep-
resentatives, and the contracting offi-
cer agree on the classification and
wage rate (including the amount des-
ignated for fringe benefits where appro-
priate), a report of the action taken
shall be sent by the contracting officer
to the Administrator of the Wage and
Hour Division, Employment Standards
Administration, U.S. Department of
Labor, Washington, DC 20210. The Ad-
ministrator, or an authorized rep-
resentative, will approve, modify, or
disapprove every additional classifica-
tion action within 30 days of receipt
and so advise the contracting officer or
will notify the contracting officer
within the 30-day period that addi-
tional time is necessary.
(C) In the event the contractor, the
laborers or mechanics to be employed
in the classification or their represent-
atives, and the contracting officer do
not agree on the proposed classifica-
tion and wage rate (including the
amount designated for fringe benefits,
where appropriate), the contracting of-
ficer shall refer the questions, includ-
ing the views of all interested parties
and the recommendation of the con-
tracting officer, to the Administrator
for determination. The Administrator,
or an authorized representative, will
issue a determination within 30 days of
receipt and so advise the contracting
officer or will notify the contracting
officer within the 30-day period that
additional time is necessary.
(D) The wage rate (including fringe
benefits where appropriate) determined
pursuant to paragraphs (a)(1)(ii) (B) or
(C) of this section, shall be paid to all
workers performing work in the classi-
fication under this contract from the
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117
Office of the Secretary of Labor § 5.5
first day on which work is performed in
the classification.
(iii) Whenever the minimum wage
rate prescribed in the contract for a
class of laborers or mechanics includes
a fringe benefit which is not expressed
as an hourly rate, the contractor shall
either pay the benefit as stated in the
wage determination or shall pay an-
other bona fide fringe benefit or an
hourly cash equivalent thereof.
(iv) If the contractor does not make
payments to a trustee or other third
person, the contractor may consider as
part of the wages of any laborer or me-
chanic the amount of any costs reason-
ably anticipated in providing bona fide
fringe benefits under a plan or pro-
gram, Provided, That the Secretary of
Labor has found, upon the written re-
quest of the contractor, that the appli-
cable standards of the Davis-Bacon Act
have been met. The Secretary of Labor
may require the contractor to set aside
in a separate account assets for the
meeting of obligations under the plan
or program.
(2) Withholding. The (write in name of
Federal Agency or the loan or grant re-
cipient) shall upon its own action or
upon written request of an authorized
representative of the Department of
Labor withhold or cause to be withheld
from the contractor under this con-
tract or any other Federal contract
with the same prime contractor, or any
other federally-assisted contract sub-
ject to Davis-Bacon prevailing wage re-
quirements, which is held by the same
prime contractor, so much of the ac-
crued payments or advances as may be
considered necessary to pay laborers
and mechanics, including apprentices,
trainees, and helpers, employed by the
contractor or any subcontractor the
full amount of wages required by the
contract. In the event of failure to pay
any laborer or mechanic, including any
apprentice, trainee, or helper, em-
ployed or working on the site of the
work (or under the United States Hous-
ing Act of 1937 or under the Housing
Act of 1949 in the construction or de-
velopment of the project), all or part of
the wages required by the contract, the
(Agency) may, after written notice to
the contractor, sponsor, applicant, or
owner, take such action as may be nec-
essary to cause the suspension of any
further payment, advance, or guar-
antee of funds until such violations
have ceased.
(3) Payrolls and basic records. (i) Pay-
rolls and basic records relating thereto
shall be maintained by the contractor
during the course of the work and pre-
served for a period of three years there-
after for all laborers and mechanics
working at the site of the work (or
under the United States Housing Act of
1937, or under the Housing Act of 1949,
in the construction or development of
the project). Such records shall contain
the name, address, and social security
number of each such worker, his or her
correct classification, hourly rates of
wages paid (including rates of contribu-
tions or costs anticipated for bona fide
fringe benefits or cash equivalents
thereof of the types described in sec-
tion 1(b)(2)(B) of the Davis-Bacon Act),
daily and weekly number of hours
worked, deductions made and actual
wages paid. Whenever the Secretary of
Labor has found under 29 CFR
5.5(a)(1)(iv) that the wages of any la-
borer or mechanic include the amount
of any costs reasonably anticipated in
providing benefits under a plan or pro-
gram described in section 1(b)(2)(B) of
the Davis-Bacon Act, the contractor
shall maintain records which show that
the commitment to provide such bene-
fits is enforceable, that the plan or pro-
gram is financially responsible, and
that the plan or program has been com-
municated in writing to the laborers or
mechanics affected, and records which
show the costs anticipated or the ac-
tual cost incurred in providing such
benefits. Contractors employing ap-
prentices or trainees under approved
programs shall maintain written evi-
dence of the registration of apprentice-
ship programs and certification of
trainee programs, the registration of
the apprentices and trainees, and the
ratios and wage rates prescribed in the
applicable programs.
(ii)(A) The contractor shall submit
weekly for each week in which any
contract work is performed a copy of
all payrolls to the (write in name of ap-
propriate federal agency) if the agency
is a party to the contract, but if the
agency is not such a party, the con-
tractor will submit the payrolls to the
applicant, sponsor, or owner, as the
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29 CFR Subtitle A (7–1–11 Edition) § 5.5
case may be, for transmission to the
(write in name of agency). The payrolls
submitted shall set out accurately and
completely all of the information re-
quired to be maintained under 29 CFR
5.5(a)(3)(i), except that full social secu-
rity numbers and home addresses shall
not be included on weekly transmit-
tals. Instead the payrolls shall only
need to include an individually identi-
fying number for each employee (e.g.,
the last four digits of the employee’s
social security number). The required
weekly payroll information may be
submitted in any form desired. Op-
tional Form WH–347 is available for
this purpose from the Wage and Hour
Division Web site at http://www.dol.gov/
esa/whd/forms/wh347instr.htm or its suc-
cessor site. The prime contractor is re-
sponsible for the submission of copies
of payrolls by all subcontractors. Con-
tractors and subcontractors shall
maintain the full social security num-
ber and current address of each covered
worker, and shall provide them upon
request to the (write in name of appro-
priate federal agency) if the agency is a
party to the contract, but if the agency
is not such a party, the contractor will
submit them to the applicant, sponsor,
or owner, as the case may be, for trans-
mission to the (write in name of agen-
cy), the contractor, or the Wage and
Hour Division of the Department of
Labor for purposes of an investigation
or audit of compliance with prevailing
wage requirements. It is not a viola-
tion of this section for a prime con-
tractor to require a subcontractor to
provide addresses and social security
numbers to the prime contractor for its
own records, without weekly submis-
sion to the sponsoring government
agency (or the applicant, sponsor, or
owner).
(B) Each payroll submitted shall be
accompanied by a ‘‘Statement of Com-
pliance,’’ signed by the contractor or
subcontractor or his or her agent who
pays or supervises the payment of the
persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll
period contains the information re-
quired to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5,
the appropriate information is being
maintained under § 5.5 (a)(3)(i) of Regu-
lations, 29 CFR part 5, and that such
information is correct and complete;
(2) That each laborer or mechanic
(including each helper, apprentice, and
trainee) employed on the contract dur-
ing the payroll period has been paid the
full weekly wages earned, without re-
bate, either directly or indirectly, and
that no deductions have been made ei-
ther directly or indirectly from the full
wages earned, other than permissible
deductions as set forth in Regulations,
29 CFR part 3;
(3) That each laborer or mechanic has
been paid not less than the applicable
wage rates and fringe benefits or cash
equivalents for the classification of
work performed, as specified in the ap-
plicable wage determination incor-
porated into the contract.
(C) The weekly submission of a prop-
erly executed certification set forth on
the reverse side of Optional Form WH–
347 shall satisfy the requirement for
submission of the ‘‘Statement of Com-
pliance’’ required by paragraph
(a)(3)(ii)(B) of this section.
(D) The falsification of any of the
above certifications may subject the
contractor or subcontractor to civil or
criminal prosecution under section 1001
of title 18 and section 231 of title 31 of
the United States Code.
(iii) The contractor or subcontractor
shall make the records required under
paragraph (a)(3)(i) of this section avail-
able for inspection, copying, or tran-
scription by authorized representatives
of the (write the name of the agency)
or the Department of Labor, and shall
permit such representatives to inter-
view employees during working hours
on the job. If the contractor or subcon-
tractor fails to submit the required
records or to make them available, the
Federal agency may, after written no-
tice to the contractor, sponsor, appli-
cant, or owner, take such action as
may be necessary to cause the suspen-
sion of any further payment, advance,
or guarantee of funds. Furthermore,
failure to submit the required records
upon request or to make such records
available may be grounds for debar-
ment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees —(i) Ap-
prentices. Apprentices will be permitted
to work at less than the predetermined
rate for the work they performed when
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Office of the Secretary of Labor § 5.5
they are employed pursuant to and in-
dividually registered in a bona fide ap-
prenticeship program registered with
the U.S. Department of Labor, Employ-
ment and Training Administration, Of-
fice of Apprenticeship Training, Em-
ployer and Labor Services, or with a
State Apprenticeship Agency recog-
nized by the Office, or if a person is em-
ployed in his or her first 90 days of pro-
bationary employment as an appren-
tice in such an apprenticeship program,
who is not individually registered in
the program, but who has been cer-
tified by the Office of Apprenticeship
Training, Employer and Labor Services
or a State Apprenticeship Agency
(where appropriate) to be eligible for
probationary employment as an ap-
prentice. The allowable ratio of ap-
prentices to journeymen on the job site
in any craft classification shall not be
greater than the ratio permitted to the
contractor as to the entire work force
under the registered program. Any
worker listed on a payroll at an ap-
prentice wage rate, who is not reg-
istered or otherwise employed as stated
above, shall be paid not less than the
applicable wage rate on the wage deter-
mination for the classification of work
actually performed. In addition, any
apprentice performing work on the job
site in excess of the ratio permitted
under the registered program shall be
paid not less than the applicable wage
rate on the wage determination for the
work actually performed. Where a con-
tractor is performing construction on a
project in a locality other than that in
which its program is registered, the ra-
tios and wage rates (expressed in per-
centages of the journeyman’s hourly
rate) specified in the contractor’s or
subcontractor’s registered program
shall be observed. Every apprentice
must be paid at not less than the rate
specified in the registered program for
the apprentice’s level of progress, ex-
pressed as a percentage of the journey-
men hourly rate specified in the appli-
cable wage determination. Apprentices
shall be paid fringe benefits in accord-
ance with the provisions of the appren-
ticeship program. If the apprenticeship
program does not specify fringe bene-
fits, apprentices must be paid the full
amount of fringe benefits listed on the
wage determination for the applicable
classification. If the Administrator de-
termines that a different practice pre-
vails for the applicable apprentice clas-
sification, fringes shall be paid in ac-
cordance with that determination. In
the event the Office of Apprenticeship
Training, Employer and Labor Serv-
ices, or a State Apprenticeship Agency
recognized by the Office, withdraws ap-
proval of an apprenticeship program,
the contractor will no longer be per-
mitted to utilize apprentices at less
than the applicable predetermined rate
for the work performed until an accept-
able program is approved.
(ii) Trainees. Except as provided in 29
CFR 5.16, trainees will not be per-
mitted to work at less than the pre-
determined rate for the work per-
formed unless they are employed pur-
suant to and individually registered in
a program which has received prior ap-
proval, evidenced by formal certifi-
cation by the U.S. Department of
Labor, Employment and Training Ad-
ministration. The ratio of trainees to
journeymen on the job site shall not be
greater than permitted under the plan
approved by the Employment and
Training Administration. Every train-
ee must be paid at not less than the
rate specified in the approved program
for the trainee’s level of progress, ex-
pressed as a percentage of the journey-
man hourly rate specified in the appli-
cable wage determination. Trainees
shall be paid fringe benefits in accord-
ance with the provisions of the trainee
program. If the trainee program does
not mention fringe benefits, trainees
shall be paid the full amount of fringe
benefits listed on the wage determina-
tion unless the Administrator of the
Wage and Hour Division determines
that there is an apprenticeship pro-
gram associated with the cor-
responding journeyman wage rate on
the wage determination which provides
for less than full fringe benefits for ap-
prentices. Any employee listed on the
payroll at a trainee rate who is not
registered and participating in a train-
ing plan approved by the Employment
and Training Administration shall be
paid not less than the applicable wage
rate on the wage determination for the
classification of work actually per-
formed. In addition, any trainee per-
forming work on the job site in excess
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29 CFR Subtitle A (7–1–11 Edition) § 5.5
of the ratio permitted under the reg-
istered program shall be paid not less
than the applicable wage rate on the
wage determination for the work actu-
ally performed. In the event the Em-
ployment and Training Administration
withdraws approval of a training pro-
gram, the contractor will no longer be
permitted to utilize trainees at less
than the applicable predetermined rate
for the work performed until an accept-
able program is approved.
(iii) Equal employment opportunity.
The utilization of apprentices, trainees
and journeymen under this part shall
be in conformity with the equal em-
ployment opportunity requirements of
Executive Order 11246, as amended, and
29 CFR part 30.
(5) Compliance with Copeland Act re-
quirements. The contractor shall com-
ply with the requirements of 29 CFR
part 3, which are incorporated by ref-
erence in this contract.
(6) Subcontracts. The contractor or
subcontractor shall insert in any sub-
contracts the clauses contained in 29
CFR 5.5(a)(1) through (10) and such
other clauses as the (write in the name
of the Federal agency) may by appro-
priate instructions require, and also a
clause requiring the subcontractors to
include these clauses in any lower tier
subcontracts. The prime contractor
shall be responsible for the compliance
by any subcontractor or lower tier sub-
contractor with all the contract
clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A
breach of the contract clauses in 29
CFR 5.5 may be grounds for termi-
nation of the contract, and for debar-
ment as a contractor and a subcon-
tractor as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and
Related Act requirements. All rulings and
interpretations of the Davis-Bacon and
Related Acts contained in 29 CFR parts
1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards.
Disputes arising out of the labor stand-
ards provisions of this contract shall
not be subject to the general disputes
clause of this contract. Such disputes
shall be resolved in accordance with
the procedures of the Department of
Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of
this clause include disputes between
the contractor (or any of its sub-
contractors) and the contracting agen-
cy, the U.S. Department of Labor, or
the employees or their representatives.
(10) Certification of eligibility. (i) By
entering into this contract, the con-
tractor certifies that neither it (nor he
or she) nor any person or firm who has
an interest in the contractor’s firm is a
person or firm ineligible to be awarded
Government contracts by virtue of sec-
tion 3(a) of the Davis-Bacon Act or 29
CFR 5.12(a)(1).
(ii) No part of this contract shall be
subcontracted to any person or firm in-
eligible for award of a Government
contract by virtue of section 3(a) of the
Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false
statements is prescribed in the U.S.
Criminal Code, 18 U.S.C. 1001.
(b) Contract Work Hours and Safety
Standards Act. The Agency Head shall
cause or require the contracting officer
to insert the following clauses set forth
in paragraphs (b)(1), (2), (3), and (4) of
this section in full in any contract in
an amount in excess of $100,000 and sub-
ject to the overtime provisions of the
Contract Work Hours and Safety
Standards Act. These clauses shall be
inserted in addition to the clauses re-
quired by § 5.5(a) or 4.6 of part 4 of this
title. As used in this paragraph, the
terms laborers and mechanics include
watchmen and guards.
(1) Overtime requirements. No con-
tractor or subcontractor contracting
for any part of the conract work which
may require or involve the employ-
ment of laborers or mechanics shall re-
quire or permit any such laborer or me-
chanic in any workweek in which he or
she is employed on such work to work
in excess of forty hours in such work-
week unless such laborer or mechanic
receives compensation at a rate not
less than one and one-half times the
basic rate of pay for all hours worked
in excess of forty hours in such work-
week.
(2) Violation; liability for unpaid wages;
liquidated damages. In the event of any
violation of the clause set forth in
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Office of the Secretary of Labor § 5.5
paragraph (b)(1) of this section the con-
tractor and any subcontractor respon-
sible therefor shall be liable for the un-
paid wages. In addition, such con-
tractor and subcontractor shall be lia-
ble to the United States (in the case of
work done under contract for the Dis-
trict of Columbia or a territory, to
such District or to such territory), for
liquidated damages. Such liquidated
damages shall be computed with re-
spect to each individual laborer or me-
chanic, including watchmen and
guards, employed in violation of the
clause set forth in paragraph (b)(1) of
this section, in the sum of $10 for each
calendar day on which such individual
was required or permitted to work in
excess of the standard workweek of
forty hours without payment of the
overtime wages required by the clause
set forth in paragraph (b)(1) of this sec-
tion.
(3) Withholding for unpaid wages and
liquidated damages. The (write in the
name of the Federal agency or the loan
or grant recipient) shall upon its own
action or upon written request of an
authorized representative of the De-
partment of Labor withhold or cause to
be withheld, from any moneys payable
on account of work performed by the
contractor or subcontractor under any
such contract or any other Federal
contract with the same prime con-
tractor, or any other federally-assisted
contract subject to the Contract Work
Hours and Safety Standards Act, which
is held by the same prime contractor,
such sums as may be determined to be
necessary to satisfy any liabilities of
such contractor or subcontractor for
unpaid wages and liquidated damages
as provided in the clause set forth in
paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or
subcontractor shall insert in any sub-
contracts the clauses set forth in para-
graph (b)(1) through (4) of this section
and also a clause requiring the sub-
contractors to include these clauses in
any lower tier subcontracts. The prime
contractor shall be responsible for
compliance by any subcontractor or
lower tier subcontractor with the
clauses set forth in paragraphs (b)(1)
through (4) of this section.
(c) In addition to the clauses con-
tained in paragraph (b), in any con-
tract subject only to the Contract
Work Hours and Safety Standards Act
and not to any of the other statutes
cited in § 5.1, the Agency Head shall
cause or require the contracting officer
to insert a clause requiring that the
contractor or subcontractor shall
maintain payrolls and basic payroll
records during the course of the work
and shall preserve them for a period of
three years from the completion of the
contract for all laborers and mechan-
ics, including guards and watchmen,
working on the contract. Such records
shall contain the name and address of
each such employee, social security
number, correct classifications, hourly
rates of wages paid, daily and weekly
number of hours worked, deductions
made, and actual wages paid. Further,
the Agency Head shall cause or require
the contracting officer to insert in any
such contract a clause providing that
the records to be maintained under this
paragraph shall be made available by
the contractor or subcontractor for in-
spection, copying, or transcription by
authorized representatives of the
(write the name of agency) and the De-
partment of Labor, and the contractor
or subcontractor will permit such rep-
resentatives to interview employees
during working hours on the job.
(The information collection, recordkeeping,
and reporting requirements contained in the
following paragraphs of this section were ap-
proved by the Office of Management and
Budget:
Paragraph OMB Con-
trol Number
(a)(1)(ii)(B) ......................................................... 1215–0140
(a)(1)(ii)(C) ......................................................... 1215–0140
(a)(1)(iv) ............................................................. 1215–0140
(a)(3)(i) ............................................................... 1215–0140,
1215–0017
(a)(3)(ii)(A) ......................................................... 1215–0149
(c) ....................................................................... 1215–0140,
1215–0017
[48 FR 19540, Apr. 29, 1983, as amended at 51
FR 12265, Apr. 9, 1986; 55 FR 50150, Dec. 4,
1990; 57 FR 28776, June 26, 1992; 58 FR 58955,
Nov. 5, 1993; 61 FR 40716, Aug. 5, 1996; 65 FR
69693, Nov. 20, 2000; 73 FR 77511, Dec. 19, 2008]
EFFECTIVE DATE NOTE: At 58 FR 58955, Nov.
5, 1993, § 5.5 was amended by suspending para-
graph (a)(1)(ii) indefinitely.
VerDate Mar<15>2010 15:49 Aug 10, 2011 Jkt 223109 PO 00000 Frm 00131 Fmt 8010 Sfmt 8010 Q:\29\29V1 ofr150 PsN: PC150
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit E
Payment and Performance Bonds
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
HartfordFireinsuranceCompany-Bond#148CSJC8528 "NationwideMutualInsuranceCompany-Bond#7901197261

erHeesNortAmericaInsuranceCompanyBondAIS008475_EverestReinsuranceCompany-Bond#S00017997
PERFORMANCEBOND Bapeee ance to(CONSTRUCTION)‘Gelatoeae) November12,2024
PRINGIPAT(aaattnsotAesd "FRHOFOROZATION
MCNBuild,Inc. Dorma © rarriensine121428thStreet,NW D1 sonevanrrons © conroramion
Washington,DC20007 EATEOFIRCORTORATON
SURETY(TES)tans)andAddress(es) PENALSUM OF BOND
HartfordFireInsuranceCompanyOneHartfordPlaza,Hartford,CT 06155-0001
EulerHermesNorthAmericaInsuranceCompany|MIEKIONG)| THOUSAND(S)|HONDRED@)] CENIS100internationalDrive,22ndFlor,Baltimore,MO21202 995 000 00NationwideMutualInsuranceCompany‘OneNationwideBoulevard,114-201,Combus,OH49215-2200,‘CONTRACTDATE (CONTRACTNUMEEREverestReinsurance Company 1-2 -f -(100evrVinyVarnCoorsCatWarenc7osg_|OctOber29,2024 DOAN24.23RiEAU2E)

‘KNOWALLMENBYTHESEPRESENTS.Thatwe,thePrincipalandSurety(ies)heretoarefinalyboundstotheDisttictofColumbiaGovernment,amunicipalcorporation,hereinaftercalledtheDistrict,intheabovepenalsumforthePaymentofwhichwebindourselves,ourheirs,executors,andsuccessors,bindourselvesinsuchsum“jointly”and“severally”onlyforthepurposeofallowinga jointactionoractionsagainstanyorallofus,andforallotherpurposeseachSuretybindsitself,jofntlyandseverallywiththePrincipal,forthepaymentofsuchsumonlyasissetforth‘oppositethenameofsuchSurety,butifnolimitoflabilityisindicated,thelimitofliabilityshallbethefallamountofthepenalsum,
‘THECONDITIONOFTHISOBLIGATIONISSUCH,thatwhereasthePrincipalenteredintotheContractidentifiedabove,
‘NOWTHEREFORE,ifthePrincipalshallwellandtrulyperformandfulfilllundertakings,covenants,fermsand‘condition,andagreementsoftheContractduringtheoriginaltermoftheContractandaayextensionthereofthatmaybegrantedbytheDistrictwithorwithoutnoticetotheSurety,andduringthelifeofguarantyrequiredundertheContac,andshallalsowellandtrulyperformandfulfilalltheundertakings,covenant,terms,conditionsandagreementsofalydalyauthorizedmodificationsoftheContractthatmayhereafterbemade,noticeofwhichmodificationstotheSurety‘beinghecebywaived,andshallsaveharmlessendindemnifytheDisttictftomanyandalclaims,delays,suits,costs,charges,damages,counselfees,judgmentsanddecteestowhichtheDistictmaybesubjectedatnytimeonaccountofanyinftiagementbythePrincipalofletters,patents,orcopyrights,unlessotherwisespecificallystipulatedintheContractoronaccountofanyinjurytopersonsordamagetopropertyorpremisesthatoceurasaresultofanyactorcomissionofPrineipalincounectionwiththeprosecutionoftheworkundertheContractandshallpaythesame,thentheaboveobligationshallbevoid;otherwisetoremaininfllforceandvirtue.
IN WITNESSWEEREOF,thePrincipalandSuret(is)haveexecutedthisperformancebondandhaveaffixedthei,sealsonthedatesetforthabove. xt “n,]

!MCNBuild,Ine, PRINCIPALty Wy, l, "ZT
TameElaSpeTosa ic, | NemRilo) Tila z 2BR, vec | Seeke exh poe eae

2.Signature BaAttest Tava
(Beat) CorporateName&Tile(oped) Seal
Fea DORE Topiwaa

SURETYGES)

rr) aHarterreneuareeConnary,OneHao Para,Harr CT06158-0001ICT $1,198,606,000
osteat, aD Hae veeComps esBieri i = [MD ._|_ $33,597,000
See aE 7S“Downe, Dern i AR de ed‘Nowe&Aadeess(ped) v ‘NanosdeAdavess(hyped)7
Denise Storey, ‘C Hunter Bendall
Mclean, VA 22102 Mclean, VA_22102
Tee ry—— Saati| TaSe cmeonrwenarminennn [oy ceeErurarwrahaiedcaten 100EverestWay,WetrenCorporateCenter, DE. $675.659,000
Sera aE) — Bo
Donne,Store MudaDus‘NatosdeAddvess(ped) v ‘Wate&Address(iyped)~
Denise Storey, C Hunter Bendall
Mclean, VA_22102 Mclean, VA_22102
BOND PREMIUM
aaat aaa TaEo eTTiered Rates: Marsh & McLennan Agency LLC
Mclean, VA 22102

INSTRUCTIONS
1,ThofillegalnameandbusinessaddressofthePrincipalshallbeinsertedinthespacedesignated“Principal”ontheficeofthisform,ThebondshallbesignedbytheauthorizedpersonsigningtheContract,WhensuchppetsonsigningisotherthanthePresidentorVice-Presidentofacorporation,evidenceofauthorityshallbefurnished,SuchevidenceshallbeintheformofeitheranExtractofMinutesofameetingoftheBoardofDirectors,orExtractofBylaws,certifiedbytheComporateSecretary,orAssistantSecretaryandwithCorporateSealaffixedthereto,
2.CorporationsexecutingthebondassuretiesshallbeamongthoseappearingontheU.S,TreasuryDepartonent’slistofapprovedsuretiesandshallbeactingwithintheHnutationssetforththere,andshallalsobelicensedbytheInsuranceAdministration,DepartmentofConsumerandRegulatoryAfairs,todobusinessintheDistrictofColumbia,Thesuretyshall(1)insertonthebondformthenameandaddressesoftheagencyreceivingthe‘commission;and(2)attachanadequatePower-of-Attorneyforeachrepresentativesigningthebond.

3,CorporationsexecutingthebondshallaffixtheirCorporateSeals,Individualsshalsignfullfitstname,middteinitialandTestnameoppositetheword“sea;twowitnessesshallsignendincludethelraddresses,undethe‘word“witness”,IfexecutedinMaineotNewHampshite,anadhesivesealshallbeaffixed,
4,‘Thenameofezchpersonsigningthisperformancebondshallbetypedinthespaceprovided,

eave OTE

PAYMENT BOND EEG ETT TA TT

(CONSTRUCTION)
‘Gestationones) November12,2024
PRINCIPAL(apitionswedAlens) "THROFORGINTZATIONG
MCN Build,Inc. © pownuat OOpaniensinr
121428thStreet,NW Qo wWashington,DC 20007 ‘sonerVENTURS ‘conroramion
‘SERIHOFINGOMPORATIONDG
SURETY(IES)repentdicate) PENALSUMOFBOND
BaetPlsnraBlassA aordP2Y06155-0001|MEHONE)[HOVERING|HENDREDGYYCENTSEulerHermesNorthAmericaInsuranceCompan)

‘100InternationalDrive,22ndFloor,Baltimore,MD|21202 995, 000 00.NationwideMutualinsuranceCompany ToRTRACTDATE CONTRACTNONBERNal Soler,3-14301,Coty,OF421BieversinstranesCompany®"“7"°2|october29,2024 DCAM-24-CS-RFP-0028 100EverestWay,WarrenCorporateCentr,Warren,NJ07050
KNOWALLMENBYTHESEPRESENTS,‘Thatwe,thePrincipalandSurety(ies)heretoarefitmyboundstotho
DistrictofColumbiaGovernment,amunicipalcorporation,hereinaftercalledtheDistrict,intheabovepenalsumforthe
paymentofwhichwebindourselves,ourheirs,executors,andsuccessors,bindourselvesinsuchsum“joinlly®and
severally”onlyforthepurposeofallowingajointactionoractionsagainstanyorallofus,andforallotherpurposes
‘eachSuretybindsitself,jointlyandseverallywiththePrincipal,forthepaymentofsuchsumonlyasssetforth
posi tene fac Sur‘butifnolimitofHabilityisindicated,tholimitoflabilityshallbethefullamountof
penalsum,
‘THECONDITIONOF THISOBLIGATION1SSUCH,thatwhereasthePrincipalenteredintotheContractidentified
shove,
NOWTHEREFORE,ifthePrincipalshallwellandtraypecformandfulfillallundertakings,covenantstemsacd
condition,andagreementsoftheContractduxingtheoxiginaltermoftheContractandanyextensionthereofthatmaybe
grantedbytheDistictwithorwithoutnoticetotheSurety,andduringthelftofguarantyzequiredunderthoContract,
‘andshalalsowellandtrulyperformandfulfilllldheundertakings,covenants,terms,conditionsandagreementsofany
dulyauthorizedmodificationsoftheContractthatmayhereafterbemade,noticeofwhichmodificationstotheSurely
beingherebywaived,endshallsaveharmlessandindemnifytheDistrictfiomanyandalclaims,delays,sults,costs,
charges,damages,counselfees,judgmentsanddecreestowhichtheDistrictmaybesubjectedatanytimeonaccountof
anyinftingementbythoPrincipalofletters,patentsorcopyright,unlessotherwisespecificallyatipulatedinthe
Contactofonaccountofanyinjurytopersonsordamagetopropertyorpremisesthatoccurasaresultofanyactor
omissionofPrinepalinconnectionwiththeprosecutionoftheworkcundertheContractandchallpaythesame,thenthe
aboveobligationshallbevoidsotherwisetoremaininfullforceandvirtn,
INWITNESSWEHREOF,thePrincipalandSurety(ies)haveexecutedthispaymentbondandhaveaffixedtheirseals
onthedatesetforthabove.

MCN Build,Ie. PRINCIPAL
1,Signature[pL TeAtest
d An

NomeBTSPD Tose lov,[NmeeTeOe TT Sail.PUP:ae 1 Died One E 2== Ata(Seal)

‘Name&Title(yped)

Tati.D026408 ‘ep wens

SURETYGis)

se eanoe) Tate Tana
SEs mers Cone,omPn ar ct $1,198,606,000EE iEewepreramuaneconmniohiwmwonioonzietay, | §39°897,000

Taneybuy [Rol

Time& (oH) y Tioaie (oped)
DeniseStorey, C HunterBendallMclean,VA 22102 Mclean,VA 22102NamedeAdietyped) ‘leetles, Tanya
EXGrRALSEI, nocrecsnytoenconoocones|[OF 1,825,241,000

Warren,NJ_O7059 |DE $675,859,000
Domine,Stow Mud el‘Namie&Addressyyed) v “Nain&Addcess(ypedy
Denise Storey, C Hunter Bendall
Mclean, VA_22102 Mclean, 102
BOND PREMIUM
ae a STETieredRates Marsh& McLennanAgencyLLC
Mclean, VA 22102

2
INSTRUCTIONS
‘TheilllegalnameandbusinessaddressofthePrincipalshallbeinsertedinthespacedesignated“Principal”onthefaceofthisform.ThebondshallbesignedbytheauthorizedpersonsigningtheContract.Whensuch,‘personsigningisotherthanthePresidentorVice-Presidentofacorporation,evidenceofauthorityshallbefumished.SuchevidenceshallbeintheformofeitheranExtcactofMinatesofameetingoftheBoardofDireotors,orExtractofBylaws,certifiedbytheComporateSecretary,orAssistantSecretaryandwithConporate,Sealaffixedthereto,
CorporationsexecutingthebondassuretiesshallbeamongthoseappeatingontheU.S.TreasuryDepatiment’sistofapprovedsuretiesandshallbeactingwithinthelimitationssetforththerein,andshallalsobelicensedbytheInsuranceAdministration,DepartmentofConsumerandRegulatoryAsfirs,todobusinessintheDistrictofColumbia,‘Thesuretyshall(1)insertonthebondformthenameandaddressesoftheagencyreceivingthe‘commission;and(2)attachanadequatePower-of-Attoreyforeachrepresentativesigningthebond,

CorporationsexecutingthebondshallaffixtheirCorporateSeals,Individualsshllsignfllfrstmame,middleinitialandlastnameoppositetheword“seal”twowitnessesshallsignandincludetheiraddresses,underthe‘word“witness”,executedinMaineotNewHampshire,a adhesivesealshallbeaffixed,

‘Thenameofeachpersonsigningthispaymentbondshallbetypedinthespaceprovided.

DirectInquiries/Claimsto:THEHARTFORD
POWER OF ATTORNEY ontHrford,Connectieut06185

co08-20-34KNOWALLPERSONSBYTHESEPRESENTSTHAT: AgencyCode
HartfordFireInsuranceCompany,«corporationdoyorganizedundrtelvoftheStateofConnecticut,[] HarttoracasuatyinsuranceCompany,acorporationdulyorganizedunderthevsoftheStateofdiana[J]HartoraAcetdentandindemnityCompany,acoposiondulyorganiedundethebwoftheSateofComectit[ HartoraUnderwritersinsuranceCompany,«orporaondulyorganizedunrelawsoftheSlateofConnecti[=]twincityFreinsuranceCompany,corpirationdalyorsazedunderhensftheSteofIndiana[L}HartorainsuranceCompanyofMints,aorporatondulyorganizedunderthelawsofheStaofMinos[E=]HanfordinsuranceCompanyoftheMidwest,xcorporationdulyorganizedunderhelawsoftheSlatofIlana[5 HartfordinsuranceCompanyoftheSoutheast,acorporationdulyorganizedunderthelwoftheStatofFlorida

havingtheirhomeoffsinHartford,Connecticut(hereinatiercollectivelyreferredto asthe“Companies")doherebymake,constituteandappointDeniseStoreyofMclean,VAtheirueandlawfulAtorney-n-Fact,tosignitsnameassurety(es)onlyasdelineatedabovebyBi,andtoexecute,sealandacknowledgethefollowingbond,undertaking,contractorwritteninstrument:BondNo. ecsicze (onbehalfof MCNBuild,Inc. ‘aingDistrictofColumbiaGovernment,DepartmentofGeneralServices £88ObligeeintheamountofSeeBondForm(onbehalfoftheCompaniesintheirbusinessofquaranteoingthefidelityofpersons,guaranteeingtheperformanceofcontractsandexecutingor‘Uaranteeingbendeandundertakingsrequiredorpermittedinaayactionsorproceedingsallowedbylv
InWitnessWhereof,andasauthorizedbyaResolutionoftheBoardofDirectorsoftheCompaniesonMay23,2016theCompanieshavecausedthesepresentsto'besignedbyitsAssistantVicePresidentanditscorporatesealstobeheretoaffixed,dulyatostedbyitsAssistantSecretary.Further,pursuantfoResolutionoftheBoardofDirectorsoftheCompanies,theCompaniesherebyunambiguouslyaffirmthattheyare‘andwillbeboundbyanymechanicallyappliedsignaturesappliedtohisPowerafAtlomey.

‘ShelbyWiggins,AssistantSecretary JoaleL.CaPione,AssistantVicePresident
STATEOFFLORIDA 88.LakeMaryCOUNTYOFSEMINOLE
‘Ontis20thdayofMay,2021,beforemepersonallycameJooloLaPierre,tomoknown,whobeingbymodulysworn,diddeposeandsay:that(s)heresidesinSeminoleCounty,StateofFlvidathat(s)heistheAssistantVicePresidantoftheCompanies,thecorporationsdescribedinardwichrecutedtheaboveInstrument;that(s)heknowsthesealsofthesaidcorporations;thatthesealsaffvadtothesaidinstrumentaresuchcorporateseals;thatheyweresoafiedbyauhortyoftheBoardsofDirectorsofsaidcoporalionsandthats)hesignedhisthernameInretabylikeauthority
MyCowman12290speane30,2
|,theundersigned,AssistantVicePresidentoftheCompanies,DOHEREBYCERTIFYthattheaboveandforcopyofthePowerofAllomeyexecutedbysaidCompanies,whichissilinfullforceeffectiveasof__ November1
‘SignedandsealedinLakeMary,Florida

isatrueandcorrect2828

KeithD.Dozole,AssistantViewPresident
surePathPOA2001
“Allianz@ TradeEULERHERMESNORTHAMERICAINSURANCECOMPANY100InternationalDrive,22ndFloor+Baltimore,Maryland21202

ThenumberofpersonsauthorizedbythisPowerofAttorneyisnotmorethan POWEROFATTORNEY
KNOWALLMENBYTHESEPRESENTS:ThatEULERHERMESNORTHAMERICAINSURANCECOMPANY(EULERHERMES),acorporationorganizedandexistingunderthelawsofthestateofMaryland,doesherebynominate,constitute,andappointthepersonorpersonsnamedbelow,eachindividuallyifmorethanoneisnamed,itstrueandlawfulattorney-in-fac,forandinitsname,place,andsteadtoexecuteonbehalfofEULERHERMES,a surety,anyandallbonds,undertakings,andcontractsofsusetyship,orotherwaittenobligationsinthenaturethereof,providedthattheliabilityofEULERHERMESonanysuchbond,undertaking,orcontrsetofsuretyshipexecutedunderthisauthorityshallnotexceedthelimitstatedbelow.

NAME Apress LimtroFPowerDeasStorey [USLPinaDev,ute1800ean $0,000,000.00PRINCIPAL OBLIGEE Ss0.000,0000
MN Bail DieCountnGovermentDepartmenSees

‘ThisPowerofAttorneyrevokesallproviouspowersissuedonbehalfoftheattorney(s)-in-factnamedabove.
INWITNESSWHEREOF,EULERHERMEShascausedthesepresentstobesignedandattestedbyitsappropriate

officersanditscorporatesealhereunderfixed this_Ist__dayofDecember_, 2023.
TamesDaly,PresidentendCEO-TheAmericas NicholasP.VernaIl,SeniorVicePresident‘andRegionalfleadofSuretyandGuarantee,AmericasStateofMaryland,CountyofBaltimore
Onthis_1st__dayof _December_,20_23.,beforemepersonallyappearedNicholasP.VernaItomeknown,beingdulysworn,deposesandsaysthatheresidesinSoutheastern,PA;thatheIsSeniorVicePresidentandRegionalHeadofSuretyandGuarantee,AmericasofEulerHermesNorthAmericaInsuranceCompany,theCompanydescribedhereinandwhichexecutedtheaboveinstrument;thatheknowthesealofEULERHERMES;thatthesealaffixedtosadinstrumentissuchcorporateseal;tatitwassoaffixedbyauthorityoftheBoardofDirectorsofEULERHERMES;andthathesignedhisnametheretobylikeauthority

. NotaryPubli
2 ThisCommissionExpiresFebruary2,2026

NORTHAMERICAfamtee COMPANY(Company)byunanimousconsentonOctober1,201,
RESOLVED:ThatthePresident,ExecutiveVicePresident,SeniorVicePresident,VieePresident,Secretary,andAssistantViceSeeretary,beandherebyareauthorizedfromtimetotimetoappointoneormoreAttomeys-in-Facttoexecuteonbehalfofthecompany,assurety,andanyandallbonds,undertakingsandcontractsofsuretyship,oFotherwritenobligationinthenaturethereoftoproscribetheirrespectivedutiesandallrespectivelimitsoftheirauthority;andtorevokeanysuchappointmentatanytime.

RESOLVEDFURTHER:ThattheCompanysealandsignatureoftheaforesaidofficersandmaybeaffixedbyfacsimiletoanyPowerofAttorneygivenfortheexecutionofanybond,undertaking,contractofsurelyship,orotherwrittenobligationsinthenaturethereof,‘suchsignatureandsealwhensousedbeingherebyadoptedbytheCompanyastheoriginalsignatureofsuchofficerandthe‘originalsealoftheCompany,tobevalidandbindingupontheCompanywiththesameforceandeffecasthoughtmanuallyuffxed,
CERTIFICATION
I,NicholasP.VernaIl,SeniorVicePresidentandRegionalHeadofSurety& Guarantee,AmericasofEULERHERMESNORTHAMERICAINSURANCECOMPANY,doherebycertifythattheforegoingPowerofAttorneyandtheResolutionsoftheBoardofDirectorsofOctoberI,2015,havenotbeenrevokedandarenowinfullforceandeffect.
Signedandsealed this__12ch__dayof __November2024
Zz‘NicholasP.VenaIl,SeniorVie€PresigentandRegionalHeadofSuretyandGuarantee,Americas

EulerHermesNochAmicansuraneeCompanyandialilteddecalscompanyarartotheAlinegroupandmarkthcrodetsantserviceswingte‘AlianTrade!wade
PowerofAttorney
KNOWALLMENBYTHESEPRESENTSTHAT:
NationwideMutualInsuranceCompany,anOhiocorporation
hereinaterreferredtoseverallyasthe“Company”andcollectivelyas“theCompaniesdoesherebymeke,constuteandappoint:
DeniseStorey‘eachithaiindviduatcapacty,tstueandlawfulatfomeyinfact,withfullpowerandauthoritytosign,ses,andexecuteonlsbehalfanyandaltondsant‘undertakings,a otherobligatoryInstrumentsofsimaenatureinpenallesnotexceedingthesumof
UNLIMITEDSuretyGordNumber:Prine:MCNBulInc‘Oblge®:DistrictofColumbiaGovernment,DepartmentofGeneralServices
‘andtobindtheCompanythereby,asfulyandtothesameextent2sifsuchInstrumentsweresignedbythedulyauthorizedofficarsoftheCompany:andllactsofsaldAttorneypursuanttotheauthoritygivenareherebyralliedandconfirmed.
‘ThispowerofatorfsmadeendexecutedpursuanttoandbyauthoroftheflowingreslutondulyadaptedbytheboardofdrectorsaheCompany
"RESOLVED,atthopresident,oFanyviceprosiértbe,sndeachherebyieauhortzadandampoweradtoappointatomeys-infactoftheCompany,‘andtoauthorizethemtoexecuteanddeliveronbehalfoftheCornpanyanyandallbonds,forms,appllcations,memorandums,undertakings,‘ecognizances,transfers,contractsofindemnity,policies,contractsquaranteaingthaRéelofpersonsholdingpositionsofpublicorprivateust,adother‘wntingsobigatoryinnaturethatthebusinessoftheCompanymayrequir;anctomodifyorrvoke,wiherwthoutcause,anyauchappointmentor‘authorty:proved,however,thattheauthoritygrantednerebyshalinnowayimitheauthonyofetherduyauthoredagentstosignendcountersignanyofsalddocumentsonbahaloftheCompany”

"RESOLVEDFURTHER,thatsuchattoreys-in-factshellhavefllpowerandautholyto executeanddeeranyandalsuchdocumentsandtobindthe‘Companysubjectothetermsandlimitationsofthapowerofatomayissuedothem,and0affixthesealoftheCompanythereto;provided,however,tatsaldsealshalotbenecessaryforthevayofanysuchdocuments.”
‘ThispowerofattorneyfsignedandsealedunderandbythefollowingbylawsdulyadoptedbytheboardofclrectosoftheCompany,
ExecutionofinstrumentsAnyvcepresident,anyassistantsecretaryoranyassistantveasurershallhavethepowerandauthoritosignorattestall{approveddocumenis.struments,contrac,orotherpapersinconnectionwiththaoperationofthebusinessofthecompanyinationtothecliaitmanof‘heboar,thechiefexecutiveofficer.present,reasurerorsecretary:provded,however,thesignatureofanyofthemmaybeprinted,engraved.orstampedonanyapproveddocument,contrac,instrument,orotherpapereoftheCompany.

INWITNESSWHEREOF,theCompanyhascausedthisinstrumenttobesealedanddulyatastedbythesignatureoftsofficerthetstdayofApi,2024
‘Rnionie6.Albanese,VicePresidentofNatlonwigeMutualInsuranceCompany
ACKNOWLEDGMENT
‘STATEOFNEWYORKCOUNTYOFKINGS:58‘Onhis1stdayofApi,2028,beforemecametheabove-namedofferforheCompany‘aforesaid,tomepersonallyknown1beheofficerdescribedinandwhoexecutedtheprecedinginstrument,andheacknowledgedtheexecutionofthesame,andbeingbymeduly‘wom,deposesandsays,thatheIstheofficeroftheCompanyaforesald,thatthasealafiedheretoistecorporatesealofsaldCompany,ardthoeadcorperaasealandhissignature,woreulyaxedandsubscribedtosaiinstrumentbytheauthorityanadraconofsald

Company
mya baer Sher RebuweSaunaculty ernieSeeger ae a‘CERTIFICATE ae
|LealeF.Chimient,AssistantSecretaryoftheCompany,doherebycertthatthefeegolngIsafl,rueandcorrectcopyoftheoriginalpowerofattorneyIssuedbytheCompany:thattheresolutionIncludedthereinIstrueandcorrecttranscriptromtheminutesofthemesingsoftheboardsofdirectorsandthe‘samehasrotbeenrevokedoramendedinanymanner,thatsaléAnionioC.AlbanesewasonthedateoftheexecullonoftheforegoingpowerofattorneythedulyeectadofficeroftheCompany,andthecorporatesealandhissignaturea oficerweredulyaxedandsubscribedtothesaldinstrumentbytheauthorityofsaidboardofcrectors;andtheforegoingpowerofaterneyitinfullforceandaffect.
INWITNESSWHEREOF,|haveherountosubscribadmynameeaAssistantSecratay,andaxedthecorNovember: Zo24

‘AsslifntSocrtary‘BDU1(04-24)00
everest
POWEROFATTORNEYEVERESTREINSURANCECOMPANYandEVERESTNATIONALINSURANCECOMPANY
KNOWALLPERSONSBYTHESEPRESENTS:ThatEverestReinsuranceCompanyandEverestNatlenalInsuranceCompany,corporationso heSateofDetaware(Companyhavingherrncpaficelocatedat100EverestWay.WarrenCorporateGenter,Waren,NewJrsey,07089,doherebynominate,constiandpontDeniseStoreyBondNo:sanPineal:MCNBuild,Inc.Obigee:DistrictofColumbiaGovernment,DepartmentofGeneralServices‘stueandi Atomey(s}n-actamake,execite,allel,sealanddlverforandonisbehalf35surety,andasisactanddeed,whererequied,any‘adaiBondsandunderlingsinthevaleTherefortepenalsumofnooneofWhichsnanyeventtoexceedUNLIMITED,reservingfriehefiowerofsubstiandrevocation.
‘Suentonesanaundertakings,whendyexeculesbytheaforesaidAtlomey(spnactshatbebasinguponteCompanyasulyanfhesameextent2«tenbondsandundertakingsweresignedbyhePresidentandSecretaryafheCompanyandsealedwiiscorporaeseal
ThisPowerofAllomneyIsgrantedandisignedbyfacsnveunderandbytheauhontyofhefolowingResolutonsadoptedbyIheBoardofDiectorsof{Company(Boar)onApi 21,2016:
RESOLVED,thattnePresiden,anyExzcutveVieePresident,andanySeniorVicePresidentaenerebyappointedbytheBoardasautnonzedto‘make,eecit,cea!anddetverorandonbonaofineCompany,anyandalbons,undertakings,coiactsoroBbgatonsinsuretyorco-sureywihothers{andthatneSecretaryoranyAssistantSecretaryoftheCompanyoeandtateachothemherebyisautnorzediallesotheexecutonofanysuchbonds,‘indetakings,contactsorobigatonsineuetyoo-cuetyandattachtherethecorporateseaoftheCompany
[RESOLVED,FURTHER,inalnePresent,onyExecuveVicePresident,andanySenorVeePresidentareherebyauioizedexecutepowersofattorneyquativingieattorneynamedinthevenpowerofate texecute,onDenaetheCompan,Bondsandunderatngsinsuretyoco-surely‘wthines,anahatheSecretaryoFanyAssslatSecretaryofheCompanybe,andtateachofthemiReedyauthorizedfoatestheexecutionofany{uchpowerofatone,andfoattachtheretothecorporategealoftheCompany
RESOLVED,FURTHER,thatthesignatureofsuchoficersnamedinheprecedingresolutionsandthecorporateseaoftheCompanymaybeartetosuchpowersofatiomeyorfoanyeertcaterelatingtheretobyfacsimile,andanysuchpowerofafomeyorcetfictebearingsuchfacsimile"signaturesofacsimileseasabetherearervadandnangupentheCompanywiespecttoanyDond,undertaking,contractorobtgaioninsuretyorco-suretywihomerstownicntisattached
INWITNESSWHEREOF,EverestReinsuranceCompanyandEverestNationaInsuranceCompanyhavecausedtercorporalseastobeaxedhereto,andthesepresentstobesignedbytherdulyautherizedofcersthis22nddayofMarch2023.
EverestReinsuranceCompanyandEverestNationalInsuranceCompany
Ay

By:AnthonyRomano,SeniorVieePresident
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By:SykaSemergjian,AssistantSecretary

S00010416
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit F
Key Personnel List
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
58
a) ORGANIZATIONAL CHART
DESIGN TEAM CONSTRUCTIONPRECONSTRUCTION
Brian Abel
VP of Field Operations
Bassem Boustany
MCN, EVP of Operations/Principal
Joseph Khoury, LEED AP BD+C
MCN, EVP of Preconstruction/Principal
Paul Lund, AIA, LEED AP BD+C
HCM, Principal-in-Charge
Ronnie McGhee,
FAIA, LEED AP , NOMA, NCARB
RMc, Principal-in-Charge
SUPPORT STAFF
Michael Olaleye, PSP
Scheduling Director
Johnny Seikaly
Senior Contracts and
Compliance Director
Javier Espinoza
Safety Director
Kimiko Marinacci, LEED AP BD+C
Sustainability Specialist
Michael Hruch
BIM Manager
Owen Benons, CQM-C
QA/QC Manager
Matt Byrne
Vice President of Preconstruction
SUBCONSULTANTS
R. McGhee & Associates
Associate Architect
CMTA
MEP Systems
Simpson, Gumpertz & Heger
Building Enclosure
SK&A
Structural Engineering
Wiles Mensch (WM)
Civil Engineering
EHT Traceries
Historic Preservation
Lorax
Green Building Consulting
Engineering Consulting Services
Geotechnical Engineering
Allied Walls
Geothermal
Polysonics
Acoustics
Genesys Impact
IT / Acoustics
Sage
Landscape Architect
Gorove Slade
Traffic Engineering
Nykios
Food Service
Modular Genius
Modular
Rick Garrison
General Superintendent
Eblin Molina
Superintendent
Reeve Johnson, LEED AP ,
CQM-C
Project Executive
Jacob Goldsmith, ASHE,
LEEP AP BD+C
Project Manager
Assistant
Project Manager
(MCN)
Assistant
Project Manager
(JLTC)
Krystine Opinion
Preconstruction Manager
Mada Makke: Div. 2-3, 31, 32
Nija Thomas: Div. 4, 6, 8A
Geordie Laird: Div. 5, 10-15
James Crowle: Div. 7, 8
Safi Khan: Div. 9
Scott Holsclaw: Div. 21-24,
26, 28, 33
Shayne Pintur, AIA
Project Manager
Chris Peterson, AIA
Project Architect
Ben Hobbs, PE
Lead Mechanical Engineer
(CMTA)
Nicholas Piteo, PE
Lead Envelope Consultant
(SGH)
= Key Personnel
Assistant
Superintendent
(JLTC)
DIVISION LEADERS
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit G
Living Wage Act 2024
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
THE LIVING WAGE ACT OF 2006
D.C. Code §§ 2-220.01 – 2-220.11
Recipients of new contracts or government assistance shall pay affiliated employees and subcontractors who
perform services under the contracts no less than the current living wage.
Effective January 1, 2024, until June 30, 2024, the living wage rate is $17.0 5 per hour.
Effective July 1, 2024, the D istrict’s Minimum Wage and Living Wage will increase to
$17.50.
T
he requirement to pay a living wage applies to:
▪ All recipients of contracts in the amount of $100,000 or more, and all subcontractors that receive
$15,000 or more from the funds received by the recipient from the District of Columbia, and
▪ All recipients of government assistance in the amount of $100,000 or more, and all subcontractors of
these recipients that receive $50,000 or more from the government assistance received by the
recipient from the District of Columbia.
“Contract” means a written agreement between a recipient and the District government.
“Gover nment assistance” means a grant, loan, or tax increment financing that result in a financial benefit
from an agency, commission, instrumentality, or other entity of th e District government.
“Affiliated employee” means any individual employed by a recipient who received compensation directly
from government assistance or a contract with the District of Columbia govern ment, including employees of
the District of Columbia, any employee of a contractor or subcontractor of a recipient who performs
services pursuant to government assistance or contract. The term “affiliated employee” does not include
those individuals who perform only intermittent or incidental services with respect to the contract or
government assistance or who are otherwise employed by the contractor, recipient, or subcontractor.
Certain exemptions apply: 1) Contracts or agreements subject to wage determinations required by federal law
which are higher than the wage required by this Act; 2) Existing and future collecting bargaining agreements,
provided that the future agreement results in employees being paid no less than the current living wage; 3)
contracts for electricity, telephone, water , sewer performed by regulated utilities; 4) contracts for services needed
immediately to prevent or respond to a disaster or imminent threat declared by the Mayor; 5) contracts awarded to
recipients that provide trainees with services, including but not limited to case management and job readiness
services, provided the trainee does not replace employees; 6) employees under 22 years of age employed during a
school vacation period, or enrolled as a full-time student who works less than 25 hours per week; 7) tenants or
retail establishments that occupy property constructed or improved by government assistance, provided there is no
receipt of direct District government assistance; 8) employees of nonprofit organizations that employ not more
than 50 individuals and qualify for 501(c)(3) status; 9) Medicaid provider agreements for direct care services to
Medicaid recipients, provided, that the direct care service is not provided through a home care agency, a
community residence facility, or a group home for persons with intellectual disabilities as those terms are defined
in section 2 of the Health-Care and Community Residence Facility, Hospice, and Home Care Licensure Act of
1983; D.C. Official Code § 44-501; and 10) contracts or agreements between managed care organizations and the
Health Care Safety Net Administration or the Medicaid Assistance Administration to provide health services.
Home Care Final Rule: The Department of Labor extended overtime protections to home care workers and
workers who provide companionship services. Employers within this industry are now subject to recordkeeping
provisions.
Each recipient and subcontractor of a recipient shall provide this notice to each affiliated employee covered by this notice, and
shall also post this notice in a conspicuous site in its place of business. All recipients and subcontractors shall retain payroll
records created and maintained in the regular course of business under District of Columbia law for a period of at least 3 years.
To file a claim, visit: Department of Employment Services , Office of Wage-Hour, 400 Virginia Ave., SW, 4th Flr, Washington,
D.C. 20024; call: (202) 671-1880; or file your claim on-line: does.dc.gov. Go to “File a Claim” tab.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Employment Services
MURIEL BOWSER DR. UNIQUE MORRIS-HUGHES
MAYOR DIRECTOR
4058 Minnesota Ave, N.E. • Suite 3600 • Washington, D.C. 20019 • Office: 202.671.1900
LIVING WAGE ACT FACT SHEET
The Living Wage Act of 2006 , D.C. Code §§ 2 -220.01 – 2-220.11, provides that District of Columbia government
contractors and recipients of government assistance (grants, loa ns, tax increment financing) , in the amount of
$100,000 or more, shall pay affiliated employees wages at no less than the current living wage rate.
Effective January 1, 2024 until June 30, 2024, the living wage rate is $17.05
per hour.
Effective July 1, 2024, the District’s Minimum Wage and Living Wage will
increase to $17.50 per hour.
Subcontractors of D.C. government contractors , who receive $15,000 or more from the contract , and subcontractors
of the recipients of government assistance, who receive $50,000 or more from the assistance, are also required to pay
their affiliated employees no less than the current living wage rate.
“Affiliated employee” means any individual employed by a recipient who receives compensation directly from
government assistance or a contract with the District of Colum bia g overnment, including an y employee of a
contractor or subcontractor of a recipient who performs services pursuant to go vernment assistance or a contract.
The term “affiliated employee” does not include those individuals who perf orm only intermittent o r inc idental
services with respect to the government assistance or contract, or who are otherwis e employed by the contractor,
recipient or subcontractor.
Exemptions – The following contracts and agreements are exempt from the Living Wage Act:
1. Contracts or other agreements that are su bject to higher wage level determinations required by federal
law (i.e., if a contract is subject to the Service Contract Act and certain wag e rates are lower than the
District’s current living wage, the contractor must pay the higher of the two rates);
2. Existing and future collective bargaining agreements, provided that the future collective bargaining
agreement results in the employee being paid no less than the current living wage;
3. Contracts for electricity, telephone, water, sewer or other services provided by a regulated utility;
4. Contracts for services needed immediately to prevent or respond to a disaste r or imminent threat to
public health or safety declared by the Mayor;
5. Contracts or other agreements that provide traine es with additional services including, but not limited
to, case management and job readiness services, provided that the trainees do not replace employees
subject to the Living Wage Act;
6. An employee, under 22 years of age, employed during a school vacation period, or enrolled as full-time
student, as defined by the respective institution, who is in high school or at an accredited institution of
higher education and who works less than 25 hours per week; provided that students not replace
employees subject to the Living Wage Act;
7. Tenants or retail establishments that occupy property constructed or improve d by receipt of
government assistance from the District of Columbia; provided, that the tenant or retail establishment
did not receive direct government assistance from the District of Columbia;
8. Employees of nonprofit organizations that employ not more than 50 individuals and qual ify for taxation
exemption pursuant to Section 501 (c) (3) of the Internal Revenue Cod e of 1954, approved August 16,
1954 (68 A Stat. 163; 26. U.S.C. §501(c)(3));
9. Medicaid provider agreements for direct care services to Medicaid recipients, provided, that the direct
care service is not provided through a home care agency, a community residence fa cility, or a group
home for persons with intellectual disabilities as those terms are defined in section 2 of the Health-Care
and Community Residence Facility, Hospice, and Home Care Licensure Act of 1983; D.C. Official
Code § 44-501; and
10. Contracts or other agreements between managed care organizations and the Health Care Safety Net
Administration or the Medicaid Assistance Administration to provide health services.
Enforcement
The Department of Employment Services (DOES) Office of Wage -Hour and the D.C. Office of Contracting and
Procurement share monitoring responsibilities.
Home Care Final Rule: The Department of Labor extended overtime protections to home care workers
and workers who provide companionship services. Employers within this industry are now subject to
recordkeeping provisions.

If you learn that a contractor subject to this law is not paying at least the current l iving wage, you should report it to
the contracting officer. If you believe that your employer is subject to this law and is not paying at least the current
living wage, you may file a compla int with the DOES Office of Wage - Hour, located at 4058 Minnesota Avenue,
N.E. Suite 3600, Washington, D.C. 20019, call (202) 671-1880, or file your claim on-line: www.does.dc.gov. Go to
“File a Claim” tab.
For questions and additional information, contact the Office of Contracting and Procurement at (202) 727-0252 or the
Department of Employment Services on (202) 671-1880.
Please note: This fact sheet is for informational purposes only a s required by Section 106 of the Living Wage Act. It should not
be relied on as a definitive statement of the Living Wage Act or any regulations adopted purs uant to the law.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit H
Insurance Requirements
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
Page 74 of 84
INSURANCE REQUIREMENTS
A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of insurance
specified below. The Contractor shall submit a Certificate of Insurance to the Contracting
Officer (CO) giving evidence of the required coverage prior to commencing performance
under this contract. In no event shall any work be performed until the required Certificates
of Insurance signed by an authorized representative of the insurer(s) have been provided
to, and accepted by, the CO.
The Government of the District of Columbia shall be included in all policies, where
applicable and allowable by law, required hereunder to be maintained by the Contractor
and its subcontractors (except for workers’ compensation and professional liability
insurance) as an additional insureds for claims against The Government of the District of
Columbia relating to this contract, with the understanding that any affirmative obligation
imposed upon the insured Contractor or its subcontractors (including without limitation the
liability to pay premiums) shall be the sole obligation of the Contractor or its
subcontractors, and not the additional insured. The additional insured status under the
Contractor’s and its subcontractors’ Commercial General Liability 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 the additional insured arising out of the performance of this Statement of Work by
the Contractor or its subcontractors, or anyone for whom the Contractor or its
subcontractors may be liable. These policies shall include a separation of insureds clause
applicable to the additional insured.
If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Contractor and subcontractors.
B. INSURANCE REQUIREMENTS
1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide
evidence satisfactory to the CO with respect to the services performed that it carries a CGL
policy, written on an occurrence (not claims -made) basis, on Insurance Services Office,
Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence -based form with coverage at
least as broad and approved by the CO in writing), covering liability for all ongoing and
completed operations of the Contractor and under all subcontracts, covering cla ims for
Page 75 of 84

bodily injury, including without limitation sickness, disease or death and mental anguish
of any persons, broad form property damage, including loss of use resulting therefrom,
personal and advertising injury, and including coverage for liability arising o ut of an
Insured Contract (including the tort liability of another assumed in a contract) and acts of
terrorism (whether caused by a foreign or domestic source). Such coverage shall have limits
of liability of not less than $1,000,000 for each occurrence, and a $2,000,000 general
aggregate.

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

2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to
the CO of commercial (business) automobile liability insurance written on ISO form CA
00 01 10 13 (or another form with coverage at least as broad and approved by the CO in
writing) including covera ge for all owned, hired, borrowed and non -owned vehicles and
equipment used by the Contractor in connection with work under this agreement, with a
minimum combined single limit of $1,000,000 for bodily injury or death and prop erty
damage, including loss of use thereof. Such policy or policies of automobile liability
insurance shall be written on an "occurrence" (as opposed to a "claims made") basis.

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

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

The Commercial Auto Liability policy shall be further endorsed to:
a. To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
Page 76 of 84

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

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

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

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

4. Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions,
breach of contract, and violation of any consumer protection laws arising out of
Contractor’s operations or services with a limit of $2,000,000 per claim and in the
aggregate. Such coverage shall include but not be limite d to, third party and first party
coverage for loss or disclosure of any data, including personally identifiable information
and payment card information, network security failure, violation of any consumer
protection laws, unauthorized access and/or use o r other intrusions, infringement of any
intellectual property rights (except patent), unintentional breach of contract, negligence or
breach of duty to use reasonable care, breach of any duty of confidentiality, invasion of
privacy, or violations of any other legal protections for personal information, defamation,
libel, slander, commercial disparagement, negligent transmission of computer virus, or use
of computer networks in connection with denial of service attacks. Such coverage shall
include regulatory defense and fines/penalties in any jurisdiction anywhere in the world.
Such coverage shall include contractual privacy coverage for data breach response and
crisis management costs that would be incurred by Contractor on behalf of The
Government of the District of Columbia in the event of a data breach including legal and
forensic expenses, notification costs, credit monitoring costs, and costs to operate a call
Page 77 of 84

center. Contractor shall maintain coverage in force during the term of this Agreement and
for an extended reporting period of not less than two (2) years after.

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

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

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

8. Environmental Liability/Contractors Pollution Liability Insurance - The Contractor
shall provide evidence satisfactory to the CO of environmental liability insurance covering
losses caused by pollution or other hazardous conditions arising from ongoing or
completed operations of the Contractor. Such insurance shall ap ply to bodily injury,
property damage (including loss of use of damaged property or of property that has been
physically injured), clean-up costs, transit and non -owned disposal sites. Cover age shall
extend to defense costs and expenses incurred in the investigation, civil fines, penalties and
damages or settlements. There shall be neither an exclusion nor a sublimit for mold or
fungus-related claims. The minimum limits required under this paragraph shall be
$2,000,000 per occurrence and $2,000,000 in the annual aggregate. If such coverage is
written on a claims-made basis, the Contractor warrants that any retroactive date applicable
to coverages under the policy precedes the Contractor’s p erformance of any work under
the Contract and that continuous completed operations coverage will be maintained for at
Page 78 of 84

least ten (10) years or an extended reporting period shall be purchased for no less than ten
(10) years after completion.

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

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

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

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

11. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence
satisfactory to the CO with respect to the services performed that it carries $1,000,000 per
occurrence limits; $2,000,000 aggregate of affirmative abuse and molestation liability
coverage. Coverage should include physical abuse, such as sexual or other bodily harm and
non-physical abuse, such as verbal, emotional, or mental abuse; any actual, threatened or
alleged act; errors, omission or misconduct. This insurance requirement will be considered
met if the general liability insurance includes an affirmative sexual abuse and molestation
endorsement for the required amounts or through a separate stand -alone sexual abuse and
molestation policy with confirmation there are no exclusions for abuse or assault & battery
under the General Liability. So called “silent” coverage or “shared” limits under a
commercial general liability or professional liability policy will not be acceptable. Limits
Page 79 of 84

may not be shared with other lines of coverage. The applicable policy may need to be
submitted to the ORM for compliance review.

Construction Projects Controlled by the District

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

Builders Risk – The District shall purchase and maintain, in a company authorized to
do business in the jurisdiction in which the project is located, builders risk insurance,
written on an “all risk”, special causes of loss or equivalent form. Builders risk
coverage 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 deductible for Joisted Masonry construction is $50,000.

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

At the discretion of the District, builders risk coverage will extend to soft costs and
delayed completion.

Builders risk insurance shall include the interests of The Government of the District of
Columbia, the Contractor, Subcontractors and Sub – subcontractors in the project.

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

Page 80 of 84

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

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

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

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

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

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

J. CERTIFICATES OF INSURANCE. The Contractor must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Contractor must also provide us
with evidence of renewal before the expiration date of each insurance policy. Contractor is
responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered .
Page 81 of 84

Certificates of insurance must reference the corresponding contract number. Evidence of
insurance shall be submitted to:
The Government of the District of Columbia
And emailed to the attention of:

Peter Henry Lyonga
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019
peterhenry.Lyonga@dc.gov

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

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

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

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

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit I
Equal Employment Opportunity Policy
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
53
EQUAL EMPLOYMENT OPPORTUNITY (EEO) POLICY STATEMENT
MCN BUILD SHALL NOT DISCRIMINATE AGAINST ANY EMPLOYEE OR APPLICANT FOR EMPLOYMENT
BECAUSE OF ACTUAL OR PERCEIVED: RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, AGE, MARITAL
STATUS, PERSONAL APPEARANCE, SEXUAL ORIENTATION, GENDER IDENTITY OR EXPRESSION, FAMILIAL
STATUS, FAMILY RESPONSIBILITIES, MATRICULATION, POLITICAL AFFILIATION, GENETIC INFORMATION,
DISABILITY, SOURCE OF INCOME, OR PLACE OF RESIDENCE OR BUSINESS.
MCN BUILD AGREES TO AFFIRMATIVE ACTION TO ENSURE THAT APPLICANTS ARE EMPLOYED, AND
THAT EMPLOYEES ARE TREATED DURING EMPLOYMENT WITHOUT REGARD TO THEIR ACTUAL OR
PERCEIVED: RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, AGE, MARITAL STATUS, PERSONAL
APPEARANCE, SEXUAL ORIENTATION, GENDER IDENTITY OR EXPRESSION, FAMILIAL STATUS, FAMILY
RESPONSIBILITIES, MATRICULATION, POLITICAL AFFILIATION, GENETIC INFORMATION, DISABILITY,
SOURCE OF INCOME, OR PLACE OF RESIDENCE OR BUSINESS. THE AFFIRMATIVE ACTION SHALL
INCLUDE, BUT NOT BE LIMITED TO THE FOLLOWING: (A) EMPLOYMENT, UPGRADING, OR TRANSFER; (B)
RECRUITMENT OR RECRUITMENT ADVERTISING; (C) DEMOTION, LAYOFF, OR TERMINATION; (D) RATES
OF PAY, OR OTHER FORMS OR COMPENSATION; AND (E) SELECTION FOR TRAINING AND
APPRENTICESHIP.
MCN BUILD AGREES TO POST IN CONSPICUOUS PLACES THE PROVISIONS CONCERNING NON-
DISCRIMINATION AND AFFIRMATIVE ACTION.
MCN BUILD SHALL STATE THAT ALL QUALIFIED APPLICANTS WILL RECEIVE CONSIDERATION FOR
EMPLOYMENT PURSUANT TO SUBSECTION 1103.2 THROUGH 1103.10 OF MAYOR’S ORDER 85-85; “EQUAL
EMPLOYMENT OPPORTUNITY REQUIREMENTS IN CONTRACTS.”
MCN BUILD AGREES TO PERMIT ACCESS TO ALL BOOKS PERTAINING TO ITS EMPLOYMENT PRACTICES ,
AND TO REQUIRE
EACH SUBCONTRACTOR TO PERMIT ACCESS TO BOOKS AND RECORDS.
MCN BUILD AGREES TO COMPLY WITH ALL GUIDELINES FOR EQUAL EMPLOYMENT OPPORTUNITY
APPLICABLE IN THE DISTRICT OF COLUMBIA.
MCN BUILD SHALL INCLUDE IN EVERY SUBCONTRACT THE EQUAL OPPORTUNITY CLAUSES, SUBSECTION
1103.2 THROUGH 1103.10 SO THAT SUCH PROVISIONS SHALL BE BINDING UPON EACH SUBCONTRACTOR OR
VENDOR.
AUTHORIZED OFFICIAL AND TITLE DATE
MCN Build
AUTHORIZED SIGNATURE NAME FIRM/ORGANIZATION
Alejandra Lopez, Human Resource Coordinator 8/5/2024
h) EEO POLICY FORM
54
ASSURANCE OF COMPLIANCE WITH EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS
MAYOR’S ORDER 85-85, EFFECTIVE JUNE 10, 1985, AND THE RULES IMPLEMENTING MAYORS
ORDER 85-85, 33 DCR 4952, (PUBLISHED AUGUST 15, 1986), “ON COMPLIANCE WITH EQUAL
OPPORTUNITY REQUIREMENTS IN DISTRICT GOVERNMENT CONTRACTS,” ARE HEREBY INCLUDED AS
PART OF THIS BID/PROPOSAL. THEREFORE, EACH BIDDER/OFFEROR SHALL INDICATE BELOW THEIR
WRITTEN COMMITMENT TO ASSURE COMPLIANCE WITH MAYOR’S ORDER 85-85 AND THE
IMPLEMENTING RULES. FAILURE TO COMPLY WITH THE SUBJECT MAYOR’S ORDER AND THE
IMPLEMENTING RULES SHALL RESULT IN REJECTION OF THE RESPECTIVE BID/PROPOSAL.
I, ALEJANDRA LOPEZ, THE AUTHORIZED REPRESENTATIVE OF MCN BUILD, HEREINAFTER REFERRED
TO AS “THE CONTRACTOR,” CERTIFY THT THE CONTRATOR IS FULLY AWARE OF ALL OF THE
PROVISIONS OF MAYOR’S ORDER 85-85, EFFECTIVE JUNE 10, 1985, AND OF THE RULES IMPLEMENTING
MAYOR’S ORDER 85-85, 33 DCR 4952. I FURTHER CERTIFY AND ASSURE THAT THE CONTRACTOR WILL
FULLY COMPLY WITH ALL APPLICABLE PROVISIONS OF THE MAYOR’S ORDER AND IMPLEMENTING
RULES IF AWARDED THE D.C. GOVERNMENT REFERENCED BY THE CONTRACT NUMBER ENTERED
BELOW. FURTHER, THE CONTRACTOR ACKNOWLEDGES AND UNDERSTANDS THAT THE AWARD OF SAID
CONTRACT AND ITS CONTINUATION ARE SPECIFICALLY CONDITIONED UPON THE CONTRACTOR’S
COMPLIANCE WITH THE ABOVE-CITED ORDER AND RULES.
NAME
TITLE
DATE
MCN Build
CONTRACTOR
Alejandra Lopez
SIGNATURE
Human Resources Coordinator
CONTRACT NUMBER
8/5/2024
DCAM-24-CS-RFP-0028
55
X
EQUAL EMPLOYMENT OPPORTUNITY
EMPLOYER INFORMATION REPORT
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DC Office of Contracting and Procurement
Employer Information Report (EEO)
Reply to:
Office of Contracting and Procurement
441 4th Street, NW, Suite 700 South
Washington, DC 20001 Washington, DC 20001
Instructions:
Two (2) copies of DAS 84-404 or Federal Form EEO-1 shall be submitted to the Office of Contracting and Procurement.
One copy shall be retained by the Contractor.
Section A – TYPE OF REPORT
1. Indicate by marking in the appropriate box the type of reporting unit for which this copy of the form is submitted (MARK ONLY ONE BOX)
Single Establishment Employer Multi-establishment Employer:
(1) . Single-establishment Employer Report (2) � Consolidated Report
(3) � Headquarters Report
(4) � Individual Establishment Report (submit one
for each establishment with 25 or more employees)
(5) � Special Report
1. Total number of reports being filed by this Company. _1______________________
Section B – COMPANY IDENTIFICATION (To be answered by all employers) OFFICIAL OFFICIAL
USE
ONLY
1. Name of Company which owns or controls the establishment for which this report is filed a.
Address (Number and street) City or Town Country State Zip Code b.
b. Employer
Identification No.
2. Establishment for which this report is filed. OFFICIAL
USE
ONLY
a. Name of establishment c.
Address (Number and street) City or Town Country State Zip Code d.
b. Employer
Identification No.
3. Parent of affiliated Company
a. Name of parent or affiliated Company b. Employer Identification No.
Address (Number and street) City or Town Country State Zip Code
Section C - ESTABLISHMENT INFORMATION
1. Is the location of the establishment the same as that reported last year? 2. Is the major business activity at this establishment the same
Yes No Did not report Report on combined as that reported last year? Yes No
last year basis No report last year Reported on combined
basis
OFFICIAL
USE
ONLY
e.
3. MINORITY GROUP MEMBERS: Indicate if you are a minority business enterprise (50% owned or 51% controlled by minority members).
Yes No
DAS 84-404 (Replaces D.C. Form 2640.9 Sept. 74 which is Obsolete) 84-2P891
Washington
4 7 - 2 8 3 4 2 9
2. What is the major activity of this establishment? (Be specific, i.e., manufacturing steel castings, retail grocer, wholesale plumbing
supplies, title insurance, etc. Include the specific type of product or service provided, as well as the principal business or industrial
activity. Construction Management
MCN Build HQ and Baltimore
1214 28th St NW Washington USA DC 20007
4 7 - 2 8 3 4 2 9
N/A
N/A N/A
N/A N/A N/A N/A N/A
MCN Build, Inc.
1214 28th Street NW USA DC 20007
56
SECTION D – EMPLOYMENT DATA
Employment at this establishment – Report all permanent, temporary, or part-time employees including apprentices and on-the-job trainees
unless specifically excluded as set forth in the instructions. Enter the appropriate figures on all lines and in all columns. Blank spaces will be
considered as zero. In columns 1, 2, and 3, include ALL employees in the establishment Including those in minority groups
JOB
CATEGORIES
TOTAL EMPLOYEES IN
ESTABLISHMENT
MINORITY GROUP EMPLOYEES
MALE FEMALE
Total
Employees
Including
Minorities
(1)
Total
Male
Including
Minorities
(2)
Total
Female
Including
Minorities
(3)
Black
(4)
Asian
(5)
American
Indian
(6)
Hispanic
(7)
Black
(8)
Asian
(9)
American
Indian
(10)
Hispanic
(11)
Officials and
Managers 76 66 10 17 3 0 5 3 2 0 2
Professionals
38 28 10

7

12 0 4

0 0 1
Technicians 1 1 0 0 0 0 1 0 0 0 0
Sales Workers 4 0 4 0 0 0 0 0 0 0 0
Office and
Clerical 6 1 5 0 1 0 0 1 2 0 1
Craftsman
(Skilled) 14 14 0 5 1 0 5 0 0 0 0
Operative (Semi-
Skilled) 0 0 0 0 0 0 0 0 0 0 0
Laborers
(Unskilled) 0 0 0 0 0 0 0 0 0 0 0
Service Workers 0 0 0 0 0 0 0 0 0 0 0
TOTAL 0 8 0 4
Total employees
reported
in previous report
134 106 28 29 14 0 12 8 4 0 4
(The trainee below should also be included in the figures for the appropriate occupation categories above)
Formal
On-
The-Job
Trainee
White
collar
(1)
0
(2)
0
(3)
0
(4)
0
(5)
0
(6)
0
(7)
0
(8)
0
(9)
0
(10)
0
(11)
0
Production
0 0 0 0 0 0 0 0 0 0 0
1. How was information as to race or ethnic group in Section D obtained?
a. Visual Survey c. Other Specify
b. Employment Record ADP Employment profile
2. Dates of payroll period used 7/6/2024-7/19/2024
3. Pay period of last report submitted for
this establishment. 6/8/2024-6/21/2024 _
Section E – REMARKS Use this Item to give any identification data appearing on last report which differs from that given above, explain major
changes in composition or reporting units, and other pertinent information.
Section F - CERTIFICATION
Check 1. All reports are accurate and were prepared in accordance with the instructions (check on consolidated Only)
Check 2. This report is accurate and was prepared in accordance with the instructions.
Name of Authorized Official Title Signature Date
Address
(Number and street)
Title City and State Zip Code Telephone Number Extension
INFORMATION CITED HEREIN SHALL BE HELD IN CONFIDENCE.
Name of person contact regarding
This report Alejandra Lopez
1214 28th St NW
Human Resource Coordinator Washington 20007 202.333.3424
x
x
1
139 110 29 29 14 12 4
Alejandra Lopez Human Resource Coordinator 8/5/2024
57
DEPARTMENT OF SMALL AND LOCAL BUSINESS DEVELOPMENT
CONTRACT COMPLIANCE DIVISION
SUBCONTRACT SUMMARY FORM
This SUMMARY form is to be completed by the PRIME contractor.
BID NO. CCB NUMBER: of pages
NOTE: the standard for minority subcontracting is 25% or the TOTAL
contract dollar amount to be subcontracted.
AMOUNT OF PRIME CONTRACT $ _
AMOUNT OF ALL SUBCONTRACTS: $ _ equals
% OF THE PRIME CONTRACT.
NAME OF PRIME CONTRACTOR:
TELEPHONE NO.
ADDRESS:
PROJECT NAME:
ADDRESS:
WARD NO: _
PROJECT DESCRIPTIONS:
SECTION II LIST ALL SUBCONTRACTORS THAT WILL BE UTILIZED OH THE ABOVE PROJECT
1. NAME OF SUBCONTRACTOR 1. IS THIS A MINORITY SUB? 1. $ AMOUNT OF-SUBCONTRACT
2. ADDRESS YES NO equals (=)
3. CONTACT PERSON 2. TRADE OR BUSINESS PRODUCT 2. % (percent) OF TOTAL
4. MBOC CERT. NO. 5. PHONE NO. THAT SUB WILL PROVIDE. PRIME CONTRACT.
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
1. 1. MINORITY SUBCONTRACTOR 1. _
2. YES NO equals (=)
3.
4. 5. 2. 2. %
TOTAL DOLLAR AMOUNT SUBCONTRACTED TO 'MINORITY BUSINESS ENTERPRISES $ _
PERCENT OF PRIME CONTRACT. %
58
SOLICITATION NO:
PROJECTED GOALS AND TIMETABLES FOR FUTURE HIRING
MINORITY GROUP EMLOYES GOALS TIMETABLES
JOB
CATEGORIES
MALE FEMALE
Black Asian
American
Indian Hispanic Black Asian
American
Indian Hispanic
Officials and
Managers
Professionals
Technicians
Sales Workers
Office and Clerical
Craftsman (Skilled)
Operative (Semi-
Skilled)
Laborers (Unskilled)
Service Workers
TOTAL
NAME OF AUTHORIZED OFFICIAL: TITLE: SIGNATURE:
FIRM NAME:
MCN Build
TELEPHONE
NO:
202.333.3424
DATE:
INDICATE IF THE PRIME UTILIZES A “MINORITY FINANCIAL
INSTITUTION”
Yes X No
NAME:
ADDRESS:
TYPE OF ACCOUNT/S:
6
Alejandra Lopez Human Resource Coordinator
08/05/2024
DCAM-24-CS-RFP-0028
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Exhibit J
Compaign Finance Reform Act, Contractor Self Certification
[EXHIBIT WILL APPEAR ON THE FOLLOWING PAGE]
3924 Minnesota Avenue, NE, Washington DC 20019|Telephone (202) 727.2800 | Fax (202) 727-7283
None.
None.

None

*
+
+

ARErySUL Set seerssendMAINTAIN aE De
SUSTAIN Ey
Modifier2:
Checktocertifythattheinformationisaccurateandcomplete.* Z
Checktoacknowledgethatthebusinessmustalwayskeeptheserecordsupdated* w@
Checktocertifythatthebusinessentitycurrentlyisnotandwillnotbeinviolationofthe‘CampaignFinanceReformAmendmentActof2018* a
OnbehalfoftheContractor:
pe Sil 10/11/2024
Nidhe& Si IGannySeikaly Date
SwomtothisbeforemethisJ dayot_Qetehor—_2 ne
Ee

Notarypublic

‘v004/09.12.2024
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
3924 Minnesota Avenue, NE, 5th Floor, Washington, DC 20019 | Telephone (202) 727-2800 | Fax (202) 727-7283

SENT VIA EMAIL TO: joseph@mcnbuild.com

March 3, 2025

Joseph Khoury
Principal/EVP of Preconstruction
MCN Build, Inc.
1214 28th Street NW,
Washington, DC 20007.

Reference: Request for Proposals (“RFP”) No. DCAM-24-CS-RFP-0028
Design-Build Services for Whittier Elementary School Modernization & Modular
Campus.

Subject: Modification No. 1 to the Letter Contract and Notice to Proceed.

Dear Mr. Joseph,

We refer to the signed Letter Contract & Notice to Proceed dated November 15, 2024 (the “Letter Contract”) between
the District of Columbia Government, acting by and through its Department of General Services (the “Department”
or “DGS”) and MCN Build, Inc. (the “Contractor” or “Design-Builder”) in response to the above-referenced RFP.
Assuming this Letter Contract Modification is countersigned without modification of any kind, it will serve as
Modification No. 1 (“Modification”) to the Letter Contract. The terms of this Modification are as follows:

1. Duration. The duration of the Letter Contract is hereby extended to September 30, 2025.

2. Complete Settlement. It is mutually agreed that in exchange for this Modification and other considerations,
the Contractor hereby releases, waives, settles, and holds the Department harmless from any and all actual or
potential claims or demands for delays, disruptions, additional Work, additional time, additional cost,
contract extensions, compensations or liability under any theory, whether known or unknown, that the
Contractor may have now or in the future against the Department arising from or out of, as a consequence or
result of, relating to or in any manner connected with this Modification, the above -referenced project, and
the Contract Work.

3. Prior Agreement. Except as expressly modified hereby, all the terms and conditions of the Letter Contract
remain unchanged and in full force and effect.

ISSUED BY: ACCEPTED BY:
The Department of General Services MCN Build, Inc.

By: By:
Name: Peter Henry Lyonga Name:
Title: Contracting Officer. Title:
Date: Date:

Joseph Khoury
3/3/2025
EVP of Preconstruction
3/3/2025

Page 1 of 102

DESIGN-BUILD AGREEMENT
FOR
WHITTIER ELEMENTARY SCHOOL MODERNIZATION & MODULAR CAMPUS
BY AND BETWEEN
THE DEPARTMENT OF GENERAL SERVICES
AND
MCN BUILD, INC.
CONTRACT NUMBER: DCAM-24-CS-RFP-0028

Page 2 of 102

PROJECT INFORMATION

A. PROJECT SUMMARY

1. Project Name:
Design-Build Services for Whittier
Elementary School Modernization &
Modular Campus
2. Project Address:
6201 5th Street NW, and Intersection of
Sheridan Street and 3rd Street NW,
Washington, DC 20011
3. Agreement Type: Design-Build with Guaranteed Maximum
Price
4. Client Agency: District of Columbia Public Schools
(“DCPS” or “Client Agency”)
5. Design-Builder: MCN Build, Inc.
6. Agreement Amounts:
i. Initial NTE:
The initial NTE amount of $995,000.00 is
hereby increased by $13,717,097.00 from
$995,000.00 to $14,712,097.00.

While funding in the amount of
$14,712,097.00 is being certified for capital-
eligible items only, there is an ineligible
amount of $953,500.00 listed in Exhibit AA.
See the non -capital 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, and in
no event shall the Contractor be entitled to
perform any work against the $953,500.00
unless authorized in advance and in writing
by a duly authorized DGS Contracting
Officer through a modification.
For the avoidance of confusion, if the
Contractor performs any work with the
ineligible costs of $953,500.00, as outlined
in Exhibit AA , without express written
authorization by a duly authorized DGS
Contracting Officer, the Contractor does so
as its own risk

Page 3 of 102

ii. Project Budget:
(Modernization & Modular Campus
combined)
$96,500,000 ($81,000,000.00 for the
modernization and $15,500,000
for the modular campus)
7. Design-Builder Compensation:
i. Design Fee (including Construction
Administration): $5,550,000.00
ii. Design-Build Fee: $2,250,000.00
a. Base Design-Build Fee:
(60% of Design-Build Fee) $1,350,000.00
b. At-Risk Design-Build Fee:
(40% of Design-Build Fee) $900,000.00
iii. Lump Sum General Conditions Cost: $4,080,000.00
iv. Allowances (see Exhibit Z for
allowances included in the NTE
Amount):
a. Permit Allowance: $900,000.00;
b. Public Art Allowance: $500,000.00;
c. Utility Allowance: $600,000.00;
d. Exploratory/Existing Building and Site
Investigation Allowance: $300,000.00;
and
e. Swing Site Furniture, Fixtures, and
Equipment (“FF&E”) Allowance:
$300,000.00.
v. Preconstruction Fee (15% of the
Base Design-Build Fee) $202,500.00
vi. Contingency: To be determined at GMP
8. Liquidated Damages: $2,500.00 per day
9. Disincentive Fee for Failure to Timely
Submit Deliverables:
$7,500.00 plus $500.00 per day, per
deliverable
10. GMP Basis Project Documents
Submission Date: May 6, 2026
11.

Substantial Completion Dates:
a) Modular Campus:
b) Modernization:

July 15, 2026
July 17, 2028
12.

Final Completion Dates:
a) Modular Campus:
b) Modernization:

January 18, 2027
January 17, 2029
13. Administrative Term Expiration Date: March 15, 2029
14. Letter Contract (if applicable):

Page 4 of 102

a. i
i
i Period of Performance:
November 15, 2024 , (date of execution of
Letter Contract), through September 30,
2025 or execution of this Contract
b. 2 NTE Amount: $995,000.00
15. GMP Basis Project Documents: Design Development Documents
16. Key Personnel Replacement: $25,000.00 per replacement
17. Assumptions and Clarifications: (Exhibit W)

Page 5 of 102

DESIGN-BUILD AGREEMENT
WHITTIER ELEMENTARY SCHOOL MODERNIZATION & MODULAR
CAMPUS
DCAM-24-CS-RFP-0028
THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT (the “District”), acting by and through its
DEPARTMENT OF GENERAL SERVICES (the “Department” or “DGS”), and MCN
BUILD, INC. a company duly organized under the laws of the District of Columbia, and with
a place of business at 1214 28th Street NW, Washington, DC 20007 (the “Design-Builder” or
“Contractor” and collectively with the Department, the “Parties”).
RECITALS
WHEREAS, the Department issued a Request for Proposals dated July 19, 2024 (the
“RFP”) to engage a design -builder to prepare a design for and to construct and complete the
work at Whittier Elementary School Modernization & Modular Campus (“Whittier ES &
Modular Campus”), located at 6201 5th Street NW, and Intersection of Sheridan Street and 3rd
Street NW, Washington, DC 20011 (the “Project”); and
WHEREAS, the Department intends to implement the Project through a design -build
approach. The scope of work for the Project will be divided into two phases: (i) the design and
preconstruction phase; and (ii) the construction phase; and
WHEREAS, the Department requires that the Project be completed no later than
July 15, 2026 (“Modular Campus Substantial Completion Date”), and July 1 7, 202 8
(“Modernization Substantial Completion Date”) (collectively, the “Substantial Completion
Dates”); and
WHEREAS, the Design -Builder submitted a proposal entitled “Proposal for Design-
Build Services for Whittier Elementary School Modernization & Modular Campus – DCAM-
24-CS-RFP-0028,” dated September 6, 2024, to provide design-build services for the Project;
and
WHEREAS, the Department retained the Design -Builder to provide design -build
services for the Project , which is to include design, preconstruction , and construction ,
administration services for Whittier ES & Modular Campus; and
WHEREAS, the Design -Builder will provide the architectural, engineering,
construction, and related services necessary to complete the Project, subject to the terms and
conditions set forth in this Agreement; and
WHEREAS, the Department has retained the services of a program manager (the
“Program Manager”) to advise it concerning the Project; and
WHEREAS, the Department has established a budget and the Design -Builder will
conduct its work in accordance with an underlying budget for the Project, which includes but
is not limited to all design fees, hard and soft construction costs, fees, general conditions of the
Design-Builder, and allowances, including an allowance for the maintenance of the school and
grounds per the maintenance and operations plan until achieving Final Completion (such

Page 6 of 102

budget, the “Project Budget”); and
WHEREAS, the Department and the Design-Builder entered into a letter contract dated
November 15, 2024 (the “Letter Contract”) pursuant to which the Design -Builder was
authorized to proceed with certain design, preconstruction, abatement, and demolition services
in furtherance of the Project.
NOW, THEREFORE, the Department and Design -Builder, for the consideration set
forth herein, mutually agree as follows.

Page 7 of 102

DEFINITIONS
Section 1.1. Administrative Term.
The Agreement shall have an administrative term (the “Administrative Term”) that runs from
the effective date of the notice to proceed to the Administrative Term Date set forth in the
Project Information Section above. In addition, within this time the Design-Builder shall
execute and submit a Final Release of Liens and Claims in a form and format required by a
Contracting Officer (“CO” or “Contracting Officer ), inclusive of providing the Department
with a complete set of any product manuals ( “O&M”) and training videos, if applicable. The
Administrative Term is established for the sole purpose of permitting the Department’s Office
of the Chief Financial Officer to process payments in the event any payments become
due. Notwithstanding the foregoing, nothing herein shall be construed to extend the Substantial
Completion Date, extend the Final Completion Date, or limit the Department’s ability to assess
liquidated damages thereon.
Section 1.2. Agreement.
The terms “Agreement” or “Contract” shall mean this entire, integrated agreement between the
Department and the Design -Builder with respect to the Project, consisting of this document
and the Exhibits thereto, including but not limited to the Standard Contract Provisions
(Construction Contracts and Architectural/Engineering Services Contracts) , the construction
documents released for the Design-Builder’s use and any change orders, contract modifications
or change directives that have been executed by the Department.
Section 1.3. Client Agency.
The governmental or quasi-governmental entity, represented by the Department, requesting the
Project.
Section 1.4. Construction Documents.
The final Drawings and Specifications, as prepared, sealed by the Design-Builder’s architect
in accordance with the law, and issued by the Design-Builder for the purpose of obtaining bids
from potential trade subcontractors and material suppliers for use in constructing the Project.
Section 1.5. Construction Phase Services.
The services provided throughout the construction phase during which the Design-Builder shall
carry out the bulk of the construction and manage the completion of the design for the Project,
including construction administration services.
Section 1.6. Cost of General Conditions.
The Cost of General Conditions shall mean the lump sum amount the Design-Builder is entitled
to recover for general conditions and is further described in Section 0 of this Agreement.
Section 1.7. Contract Documents.
The term “Contract Project Document(s)” refers to one or more components of the Project
documents that comprise the Agreement between the Department and the Design -Builder,
including any modifications or changes thereof, the drawings and specifications, and any
addenda to the RFP issued thereto.
Section 1.8. Design and Preconstruction Phase Services.
The services to be provided under Article 3 constitute the design & preconstruction phase
services to be performed by the Design-Builder.

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Section 1.9. Drawings.
The drawings are the graphic and pictorial portions of the Contract Project Documents,
wherever located and wherever issued, showing the design, locations , and dimensions of the
Work, generally including plans, elevations, sections, details, schedule, and diagrams.
Section 1.10. Final Completion.
The point at which Substantial Completion has been achieved, all punchlist items noted at
Substantial Completion have been completed and all Project documents the Design-Builder is
required to deliver to the Department as a condition to receiving final payment have been
delivered.
Section 1.11. Final Completion Date.
The date established in the Agreement by which the Design -Builder shall achieve Final
Completion. The Final Completion Date may be modified only by Change Order or Change
Directive in accordance with the Agreement.
Section 1.12. Fully Complete.
To undertake all of the Work necessary to fully construct and complete the Project and execute
all tasks necessary to obtain the final certificate of occupancy for the Project from the District
of Columbia , submit final lien releases from the Design -Builder and Subcontractors and
material suppliers, complete all punchlist items to the Department’s approval and sign-off, and
cause all representations, warranties, and guarantees to be honored and otherwise fulfill all of
the requirements set forth in the Agreement.
Section 1.13. Guaranteed Maximum Price or GMP.
The maximum amount, including, but not limited to, the design-build fee and the Cost of the
Work, that will be paid to the Design-Builder to Fully Complete the Project as set forth in
Article 4. The Guaranteed Maximum Price (“GMP”) may be modified only by Change Order,
Contract Modification, or Change Directive in accordance with the Agreement. The GMP shall
be established in the GMP Amendment.
Section 1.14. Hazardous Material.
Hazardous Material includes but is not limited to, a ny toxic substance or hazardous chemical
defined or regulated pursuant to federal, state , or local laws relating to pollution, treatment,
storage, or disposal of waste, or protection of human health or the environment. Such laws
include, without limitation, the Comprehensive Environmental Response , Compensation and
Liability Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean
Air Act, and laws relating to emission, spills, leaks, discharges, releases or threatened releases
of toxic material. The term Hazardous Materials shall also include petroleum and petroleum
bi-products.
Section 1.15. Notice to Proceed.
A written notice to proceed, signed by the Department’s Contracting Officer , directing the
Design-Builder to proceed with the Project or any portion of the Project (“Notice to Proceed”
or “NTP”).
Section 1.16. Project Schedule.
The schedule for the Project (“Project Schedule”) is agreed upon by the Department and the
Design-Builder. Such schedule shall include a baseline schedule as updated periodically by
the Design-Builder, approved by the Department. The Project Schedule shall not be changed
except by a Contract Modification, Change Order or Change Directive issued by the
Department’s CO or Contracting Officer. The Project Schedule shall be in a form and contain

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such detail as may be agreed upon by the Parties.
Section 1.17. Self-Performed Work.
The parties hereby agree that “Self -Performed Work” means and shall encompass trade work
performed by employees of: (1) the Design-Builder; (2) any entity that is a partner or member
of the entity comprising the Design-Builder; (3) any entity that controls, is controlled by, or is
under common control with the Design -Builder; or (4) any entity that controls, is control led
by, or is under common control with any entity that is part of the Design -Builder. Self -
Performed Work is distinguished from trade work performed by subcontractors unaffiliated
with the Design-Builder or the entities of which the Design-Builder is comprised.
Section 1.18. Services.
The services to be provided pursuant to the Agreement which shall include the Design &
Preconstruction Phase Services and the Construction Phase Services necessary to deliver the
Project.
Section 1.19. Specifications.
The Specifications are that portion of the Contract Project documents consisting of the written
requirements for materials, equipment, construction systems, standards and workmanship for
the Work, and performance of related services.
Section 1.20. Standard Contract Provisions.
The District of Columbia Department of General Services Standard Contract Provisions,
General Provisions (Construction Contract s and Architectural/Engineering Services
Contracts), as amended, is attached hereto as Exhibit J and incorporated herein.
Section 1.21. Subcontractor.
Any person, natural or legal, to whom the Design -Builder delegates the performance of any
portion of the Work required by the Agreement. The term “Subcontractor,” used without a
qualifier, shall mean a subcontractor in direct contractual privity with the Design -Builder.
“Subcontractors at all tiers” shall mean not only those Subcontractors in direct contractual
privity with the Design -Builder and not the Department , but also those performing Work
pursuant to sub -subcontracts, and so on. “Subcontractors” shall include both those who are
retained to perform labor only and those who are retained both to perform labor and to supply
material or equipment. “Subcontractors” shall also include design professionals who are not
the Design-Builder’s employees and t o whom the Design -Builder delegates any part of its
responsibilities under the Agreement, except that references to “trade Subcontractors” shall
exclude design professionals.
Section 1.22. Substantial Completion.
Substantial Completion shall mean that all of the following have occurred: (1) the
preconstruction, construction and installation work have been completed with only minor
punchlist items remaining to be completed; (2) the Project has obtained a Department of
Buildings (“DOB”) Certificate of Occupancy, and the final DOB Certification of Occupancy
shall be received within thirty (30) days of Substantial Completion; (3) all other required
permits or approvals must have been obtained ; (4) all Operation and Maintenance Manuals
have been finalized, submitted, and approved and must be submitted to the Department six
months prior to Substantial Completion; (5) required trainings per Turnover Manual have been
scheduled within thirty (30) days of the Subst antial Completion Date and the Design-Builder
shall provide final videotaped recordings within thirty (30) days of the Substantial Completion
Date; (6) Draft Warranties have been submitted and approved; (7) the Project has obtained DC
Department of Health approval of the kitchen and health suite; ( 8) the Project site has been

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deep cleaned and cleared of any debris; (9) the Project is ready for the Department and Client
Agency to use it for its intended purpose; ( 10) all equipment, supplies, materials and items to
be installed have been installed in accordance with the manufacturer’s specifications and
industry standards and have undergone and passed the requisite testing and inspections ; (11)
the certificate of compliance with regulatory standards for all existing public synthetic
playgrounds, as required by D.C. Code § 10 -171.03 is submitted to the Department; and (12)
commissioning is complete, and a final punchlist is documented with completion dates
established. “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 or Client
Agency’s normal use of the Project.
Section 1.23. Substantial Completion Date.
The date established herein by which the Design-Builder shall achieve Substantial Completion.
The Substantial Completion Date may be modified only by Change Order , Contract
Modification, or Change Directive in accordance with the Agreement.
Section 1.24. Work.
The term “Work” refers to any and all work done in the performance of the services
necessary, at any and all phases of the Agreement, to Fully Complete the Project.

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GENERAL PROVISIONS
Section 2.1. Letter Contract
The Parties acknowledge that certain of the investigation, design, and preconstruction activities
described in Article 3 of this Agreement were performed pursuant to the Letter Contract
between the Parties dated November 15, 2024. Pursuant to the terms of the Letter Contract,
upon execution of this Agreement by the Department (the “Agreement Effective Date”), the
Letter Contract shall automatically be incorporated into and shall merge into and be superseded
by this Agreement. The Parties agree that any services provided or work performed pursuant
to the merged Letter Contract, and prior to the Agreement effective Date, shall be governed by
the terms and conditions of this Agreement.
Section 2.2. Term and Termination
The period of performance under this Agreement shall commence from the date of execution
of the Contract by the Department, unless the Department executes a Letter Contract, in which
case the period shall commence from the 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) and
Article 8 of the Standard Contract Provisions (Architectural & Engineering Services
Contracts).
Section 2.3. Relationship of Parties.
The Design -Builder accepts the relationship of trust and confidence established with the
Department by this Agreement, and covenants with the Department to furnish the Design -
Builder’s reasonable skill and judgment and to cooperate with the Program Manager in
furthering the interests of the Department. The Design -Builder shall use its best efforts to
perform the Work and complete the Project in an expeditious and economical manner
consistent with the interests of the Department. The Department shall endeav or to promote
harmony and cooperation among the Department, Design -Builder, Program Manager, and
other persons or entities employed by the Department for the Project. In performing its duties
under this Agreement, the Design -Builder shall at all times use the standard of care used by
Design-Builders that construct projects similar to the Project in type, size , and scope in large,
urban areas. Whenever the term “competent” is used herein to describe the Design -Builder’s
actions or duties, that term shall re fer to the level of competence customarily possessed by
those Design-Builders that construct projects similar to the Project in type, size , and scope in
large, urban areas.
Section 2.4. Confidentiality of Information
The Design-Builder shall assure and keep all information and data obtained throughout the
performance of the Project whether related to the Agreement, the Work in all of its aspects, the
Department, and the Department’s employees confidential, during and following the term of
the Agreement and shall not use the information in connection with any other matters; nor shall
it disclose any such information to any other person, firm or corporation, unless disclosure is
required pursuant to a court order, subpoena or other regulatory authority. The Design-Builder
shall not be divulged of confidential information without the individual’s and the Department’s
written consent and only in accordance with District’s or Federal laws, codes and
regulations. The Design -Builder and any Subcontractors who utilize, access, or store
personally identifiable information as part of the performance of this Agreement are required
to safeguard this information and immediately notify the Department of any breach or
suspected breach in the security of such information. The Design -Builder and all

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Subcontractors shall allow the Department to both participate in the investigation of incidents
and exercise control over decisions regarding external reporting . The Design -Builder,
Subcontractors, and their respective employees working on this Project may be required to sign
a confidentiality statement.
Section 2.5. Project Description.
The Design-Builder shall provide design-build services required for a fully modernized
approximately 90,000 square -feet facility of Whittier Elementary School (“ Whittier ES”),
located at 6201 5th Street NW, Washington, DC 20011 ,and the design and construction of a
Modular Campus on Takoma Field located at the Intersection of Sheridan Street and 3rd Street
NW, Washington, DC 20011.
For Whittier ES, the Design-Builder shall design and construct a combination of renovation of
the existing and new construction to increase the existing footprint to accommodate the square
footage required in the District of Columbia Public Schools (“DCPS or “Client Agency” )
educational specifications (“Ed Specs(s)” or “Educational Specifications”). The existing
building was constructed in 1926 and was designed by Architect Ward Brown. The school was
later expanded with a classroom wing in the 1960s and received a Phase 1 Modernization in
2010 and a Cafeteria addition in 2012. During the Phase 1 Moder nization the school received
upgrades throughout the corridors and classroom spaces. The cafeteria addition in 2012
included a new kitchen and accessway from the parking and loading area. The building also
received window replacements in 2007. Documentation, where available, can be referred to in
Exhibit B1 for more information regarding the existing conditions and previous work
performed on the facility. The Department anticipates the demolition of a portion of the
existing building, mainly the 1960s classroom wing, but the Design-Builder shall recommend
a design that is most advantageous to the Project . The Project shall include all new outdoor
playgrounds, parking and loading facilities. The existing site has significant grade change and
creates difficulties with accessibility. In 2022 , a new elevator in the original historic building
and ramp in the building connector were installed to address some of these accessibility issues
but the 1960’s wing remains accessible only on the connecting “first floor” which is at the level
of the historic entrance.
Currently, the parking and loading facilities are accessed from an alley that spans between 5th
Street NW and 4th Street NW, and the Department expects this condition will likely remain,
however, the Design-Builder shall determine a design that is most advantageous to the
Department and DCPS.
The Project includes the full design and construction for temporary school facilities for use as
a swing site for the Whittier school during its two (2) years of modernization construction. The
location will need to have approximately forty-four (44) classroom-sized spaces, one (1) large
tent membrane structure for gym/dining, a modular kitchen with dedicated restrooms, (1)
health suite space with ensuite restroom, group restrooms, two (2) playgrounds, and covered
Americans with Disabilities Act (“ADA”) access across all temporary facilities. The education
spaces will be furniture with the existing furniture from the school with an allowance for
miscellaneous furniture, fixture, and equipment (“ FF&E”) needs. Each facility must also
provide parking for the school staff, include access for delivery and garbage/recycling trucks,
and have a designated pick -up/drop-off location for the school population. Refer to Exhibit
B2 for a space planning list for the modular campus. The Design-Builder shall use the Goding
Elementary School Swing Site at Phelps Fie ld as a basis of design (see Exhibit B3 - Goding
Swing Space – Modular Trailer Drawings). The location shall also have a belly tank emergency
generator and have all utilities independent of surrounding facilities. The tent membrane must

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have a minimum of R -30 insulation value. The modular campus must be fully enclosed with
fencing and the final design must allow the baseball field at the north end of the Takoma Field
to remain in tack and useable through construction and occupancy. The modular campus will
be required to be submitted for a net-zero energy (“NZE”) exemption under the DC Greener
Government Buildings Act and the Design-Builder will be responsible for the application with
the assistance of DGS.
The Design-Builder will also be responsible for the relocation/move of the school into the
modular campus in the summer of 2026 and the move back into Whittier ES at the completion
of the Project.
Generally, the Design -Builder’s responsibilities shall include, but will not be limited to the
following:
a) To confirm the design and construction of the Project in accordance with the RFP
Documents, including all applicable attachments.
b) To provide all design, construction, and construction management services necessary
to implement the goals of the Project inclusive of, but not limited to, the following: (i)
civil, architectural, electrical, structural, low voltage, and mechanical design services
as required for the Project; and (ii) construction management services inclusive of
budgeting, value engineering (“Value Engineering”), scheduling, Project phasing,
Project administration, management, and coordination of subcontractors. Design scope
shall also include full design and specifications, with a minimum of two options for
basis-of-design for each, of the FF&E for GMP pricing.
c) To conduct existing building and site investigation work, including archeology, if and
as required for the Project.
d) To furnish and provide all materials, management, personnel, equipment, hazardous
material abatement, supervision, labor and other services necessary to complete the
Project.
e) To provide the necessary design, consultants and documentation for all permitting,
zoning, historic preservation, US Commission of Fine Arts approvals and National
Capital Planning Commissioning, as needed.
f) To provide move coordination and logistics support for the Project.
g) To complete the transition, installation, and upgrades of the Enteliweb platform, an
electronic building automated control system.
h) Coordinate the design and construction with the Office of the Chief Technology
Officer (“OCTO”) team to bring the school to current standards.
i) To Participate in regularly scheduled SIT and Community Meetings throughout the
design process.
j) To confirm the design and construction meet the requirements of Appendix Z of the
2017 DC Energy Conservation Code and can be certified Net Zero Energy through the
International Living Future Institute’s (“ILFI”) Zero Energy Building program or U.S.
Green Building Council’s (“USGBC”) LEED Zero program.
k) If applicable, the Design -Builder shall obtain Chapter 2 and Chapter 3 permits from
the Department of Energy and Environment (“DOEE”) prior to the installation of a
boiler, stationary generator, or any other source of emissions subject to those rules.

The Design -Builder shall provide the Department with a GMP based on the Design
Development Documents. The D epartment anticipates an early start agreement (“ESA”) and
subsequent one GMP package. The process by which the GMP will be formed is more fully
described in this Agreement. Construction and construction administration services for early

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authorized work may also occur.
During the Construction Phase, the Design -Builder shall construct the Project and provide
construction administration services. During the Construction Phase, the Design-Builder shall
be required to cause the Work to be completed in a manner consistent with the design
documents and phasing plan approved by the Department and shall provide all labor, materials,
insurance, bonds, and equipment necessary to fully complete the Project in accordance with
the drawings, specifications, Project S chedule, and Project B udget that are issued for the
Project. The Des ign-Builder shall be responsible for paying for and obtaining all necessary
permits and paying all necessary fees for utility connections and the like.
Section 2.5.1 Project Sustainability Requirements
The Project is required to meet all local and national codes including but not limited to DC
Energy Conservation, the DC Green Construction Code, the Green Building Act, etc. The
project will also be required to meet the recent amendment to the Green Build ing Act, the
Greener Government Building Amendment of 2022 which went into effect on March 10, 2023.
In addition to the required codes, the Project is required to meet the following:
Section 2.5.1.1 LEED Requirements: The Project shall be designed in such a way to
incorporate, at a minimum, LEED for Schools – Gold. Evaluation will be required to
determine if the level of renovation qualifies for LEED certification. If the Project qualifies,
the District will require the innovation LEED Pilot Credit – Integrative Process for Health
Promotion(https://www.usgbc.org/credits/new-construction-core-and-shell-schools-new-
construction-retail-new-construction-healthc-106.) The Design -Builder is responsible for
the application and execution of LEED requirements where applicable.

Section 2.5.1.2 Net Zero Energy and Energy Consumption Requirements: In
conjunction with the Greener Governments Building Amendment Act Appendix Z
Requirements, the Department requires the Project to become an Onsite Net Zero energy
building, meaning renewables needed to offset building energy use must be provided on
site, see section below regarding solar readiness. The Department requires the Design -
Builder to achieve net zero strategies in the building’s design 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 Design -Builder
shall make recommendations on the most advantageous certification program to the
District, but the final determination of credentialing shall be made by the District . The
Project shall achieve an energy use intensity (“EUI”) of 20 units or less to meet the energy
consumption goals of the Project.

Section 2.5.1.3 Solar-Readiness Requirements : As part of the modernization, the
Project will need to be designed solar ready. The solar panels will be purchased, installed,
and maintained through the Department by entering into a separate solar power purchase
agreement. The Design -Builder shall make the Project solar -ready by running electrical
conduit for future solar locations on roofs and/or facades and building steel canopies to
support solar in the future in consultation with the Department’s solar owner representative.
The Design-Builder and the Departments solar owner representative will work together to
provide the required calculations to meet the requirements of Appendix Z onsite renewable.
All projects required to meet Onsite Net Zero Energy are required to offse t all building
energy use within the bounds of the property. Solar panel, inverter material, labor costs,
and solar commissioning shall remain outside of the Design-Builder’s scope. While it is

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assumed solar panels will be a part of the design to achieve Net Zero Certification, it shall
not be the only strategy to achieve the Project goals. The Design -Builder shall present
iterative design options to the Department and DCPS to ensure the net zero goals are in
alignment with program goals for the school.

Section 2.5.1.4 Stormwater Management: The Design -Builder is responsible for
meeting all Stormwater Management requirements within the bounds of the project site.
Additionally, the Design-Builder shall explore the possibility of the creation of Stormwater
Retention Credits through the Department of Energy and Environment (“ DOEE”)
Stormwater Retention Credit program. The Design -Builder is responsible for completing
all the work and documentation required for certification and final approval for Stormwater
Management facilities on the project.

Section 2.6. Program Manager.
The Department has engaged a Program Manager to provide certain program management
functions. Such Program Manager shall, at all times, be acting solely for the benefit of the
Department, not the Design-Builder. The Design-Builder hereby acknowledges and agrees that
only a duly authorized and designated Contracting Officer shall have the authority to issue
Change Orders, Contract Modifications, or Change Directives on the Department’s behalf. As
of the date that this Agreement is executed, the Department’ s duly authorizing Contracting
Officers are set forth in Exhibit I.
Section 2.7. General Description of Design-Builder’s Duties.
Generally, the Design -Builder shall perform the services in a professional workmanlike
manner. The Design-Builder shall supply and furnish at the location where the Work is to be
performed all design service, labor, materials, equipment, tools, services, and supervision, and
shall bear all items of expense, nece ssary to complete and satisfactorily perform this
Agreement, except such items that the Department, in this Agreement, specifically agrees to
supply or furnish to or for the use of Design -Builder. Any labor, materials, equipment, tools,
services, or supervision not specifically described in this Agreement, but which may be fairly
implied as required thereby or necessary to properly complete the Work, shall be deemed
within the scope of work (“Scope of the Work” or “SOW”) and shall be provided by the
Design-Builder at Design-Builder’s sole expense.
The Design-Builder will be required to work with the Department and the Project stakeholders
through a collaborative design process to advance the programmatic Ed Specs to a fully
realized Project in accordance with the available Project budget. The Design-Builder will be
required to: (1) engage in extensive pre -design and preconstruction efforts to ensure that the
design is developed in a manner consistent with the Department’s goals for the Project (e.g.,
programmatic, budgetary, schedule and quality); (2) to develop a comprehensive Project
phasing; (3) to solicit competitive trade bids for the construction work and to develop an
acceptable GMP and corresponding scope and schedule for the work; and (4) to implement the
requisite construction and other work necessary no later than the Substantial Completion Date.
The Design-Builder will be required to provide move coordination and logistics support. The
Design-Builder shall be responsible for all items of cost except for those items set forth in
Section 9.7 of this Agreement and will be required to provide a “turn -key” Project ready for
occupancy by DCPS.

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Section 2.8. Warranties and Representations

a) All disclosures, representations, warranties, and certifications the Design -Builder
makes in its proposal in response to the RFP shall remain binding and in effect
throughout the term of the Agreement. The Design -Builder reaffirms that all such
disclosures, representations, warranties, and certifications are true and correct.
b) If any disclosure, representation, warranty or certification the Design-Builder has made
or makes pursuant to the RFP or the Agreement, including, without limitation,
representations concerning the Design-Builder’s construction or design experience and
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.
c) The terms and conditions of this Section 2.8 shall apply during both the Design &
Preconstruction and Construction Phases.
Section 2.9. Responsibility for Agents and Contractors.
At all times and during both the Design & Preconstruction and Construction Phases, the
Design-Builder shall be responsible to the Department for any and all acts and omissions of
the Design -Builder’s agents, employees, Subcontractors, Sub -Subcontractors, m aterial
suppliers, laborers, and agents and employees of the Subcontractors, Sub -Subcontractors,
material suppliers, and laborers performing or supplying Work in connection with the Project.
Section 2.10 Building Information Modeling. Building Information Modeling (“BIM”) is
required to be used throughout the lifecycle of the Project, including all Project phases from
Project planning and concept design through construction, as -built, and into facilities
management. The BIM requirements are provided as Exhibit S. It is expected by the
Department that all team members are to be committed to the use of BIM in the Project, share
their ideas of BIM expertise with the team, provide BIM data as requested by other team
members, look for cost savings and schedule improvements during the entire Project duration,
and endeavor to leave as a legacy a fully updated, as-built, facility management ready building
information model.

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DESIGN-BUILDER’S DESIGN & PRECONSTRUCTION SERVICES
Section 3.1 Preconstruction Services.
During the Design and Preconstruction Phase, the Design -Builder, in consultation with the
Department, shall: (i) develop conceptual plan and cost estimates; (ii) develop a draft final
conceptual site plan/response and cost estimate; (iii) prepare and submit soft and hard copies
of the complete set of Schematic Design Documents; (iv) prepare and submit soft copies of the
50% Design Development Documents and budget, approximately halfway through the Design
Development phase as a progress set to the Departmen t; (v) prepare and submit soft and hard
copies of the complete set of Design Development Documents, Specifications and Design -
Builder’s cost estimate and schedule; (vi) prepare soft and hard copies of the complete set of
Construction Documents, Specifications and Design-Builder’s cost estimate and schedule; (vii)
review existing condition assessment and recommendation, and (viii) obtain all necessary
building permits to support the Project Schedule.
Without limiting the generality of the foregoing, during the Preconstruction Phase, the Design-
Builder shall: (i) work with its Architect and any design consultants to advance the design for
the Project in consultation with the Client Agency, the Department, and its Program Manager;
(ii) obtain bids from trade subcontractors to perform the work described in the Design
Development Documents and provide bid tabulations to the Department; (iii) engage in any
Value Engineering and scoping exercises necessary to return the cost of the work to the Project
Budget; (iv) engage in preconstruction activities, including identifying any long -lead items;
(v) develop a GMP proposal for the Project; and (vi) enter into a GMP for the Project.
Throughout the Design & Preconstruction Phase, the Design-Builder shall schedule and attend
regular meetings with the Department, the Program Manager, and the Design -Builder’s
Architect.
Section 3.1.1. Building System Assessment. If requested by the Department, within twenty-
eight (28) days after the Preconstruction NTP is issued, the Design -Builder shall conduct an
assessment report of the building systems and submit a written report to the Department that
assesses whether the existing building systems can accommodate the new space or if additional
systems need to be added as part of this modernization. Such report shall take into
consideration the nature of this Project and the proposed Educational Specifications. This
report shall assess all the building’s key systems, including, but not limited to, HVAC, kitchens,
roof, windows, electrical, lighting, audio visual equipment, intercom, fire alarms, and
plumbing.
Section 3. 1.1.1 Baseline Schedule. Within twenty-one (21) days after the
Preconstruction NTP is issued, the Design-Builder shall prepare and submit a Baseline
Schedule for the Project (the “Baseline Schedule”). The Baseline Schedule shall be
subject to review and approval by the Department , and the Design -Builder shall
incorporate such adjustments to the Baseline Schedule as may be requested by the
Department. The Baseline Schedule shall be prepared in a critical path method
(“CPM”) in a sufficient level of detail to permit the Department and the Design-Builder
and any other affected parties to properly plan the Project. The Baseline Schedule shall
show: (i) key design milestones and bid packages; (ii) release dates for long-lead items;
(iii) release dates for key subcontractors; and (iv) Substantial and Final Completion
Dates. The Baseline Schedule shall include durations and logic ties for all relevant
Project activities. The Baseline Schedule must also be submitted in Primavera 6 native
format and shall be updated by the Design-Builder, at a minimum, on a monthly basis.

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The Project schedule is attached hereto as Exhibit B.
Section 3. 1.1.2 Concept Design . No later than twenty-four (24) weeks after the
Preconstruction NTP is issued, the Design-Builder shall prepare and submit a proposed
concept design for the Ed Specs. As part of the concept design phase, the Department
requests three (3) concept options or alternatives. Each of the concept designs shall
contain at least the level of detail contemplated in industry best practices for a concept
design. The design submitta l shall specifically identify any deviations from the Ed
Specs and shall explain the rationale and cost implications asso ciated with such
deviations. The Department shall have the right to disapprove the concept design
submittal for any reason. Following review of the concept design submissions by DCPS
and the Department, the Department shall approve a final concept design. The Design-
Builder shall re vise the concept design submission as necessary to incorporate
comments, feedback, and other direction provided by DCPS and the Department. The
Design-Builder’s pricing shall assume that such revisions will be required, and such
revisions shall not entitle the Design -Builder to additional compensation. The
requirements for the Concept Design are as referenced in Exhibit A2.

Section 3.1.1.3 Preliminary Budget Estimate. Concurrently with the delivery of the
concept design, the Design-Builder shall submit a detailed cost estimate of the proposed
design (such estimate, the “Preliminary Budget Estimate”). With regard to building
systems (i.e. roofs, doors, HVAC, security, IT , etc.), the Preliminary Budget Estimate
shall be prepared on a “system” basis that identifies the key building systems or
functions and allocates an estimated cost for each such system. The Design-Build Fee,
the general conditions cost, and contingencies shall be broken out in separate line items.
The primary purpose of the Preliminary Budget Estimate is to aid the Department and
the Client Agency in understanding the costs associated with key elements of the
Project to better prioritize and manage the us e of the funding allocated to this Project.
All estimates shall be broken out into three categories: renovation, new construction,
and site work, where applicable.
Section 3.1.1.4 Baseline Budget and Program. The Department shall provide the
Design-Builder with a baseline budget and program and comments on the concept
design. Such approval shall be provided (or signed by) the Department’s Deputy
Director for Capital Construction (the “Deputy Director”). In th e event the Design -
Builder does not receive such approval within fourteen (14) days after submitting the
Preliminary Budget Estimate, it shall so advise the Program Manager (“PM”), the
Deputy Director, and the C ontracting Officer in writing of such failure and request
direction. If the Design-Builder fails to provide such notice, the Design-Builder will be
proceeding at its own risk and will be responsible for any redesign costs associated with
budget revisions.
Section 3.1.1.5 Construction Management Plan. The Design-Builder shall submit a
draft of its construction management and project phasing plan (“Construction
Management Plan”) within twenty-eight (28) days after the Preconstruction NTP is
issued to include, but is not limited to, noise control, hours for construction and
deliveries, truck routes, trash and debris removal plan, traffic and parking control,
communications procedures, emergency procedures, quality control procedures, dust
control, public street cleaning and repair, planned occupancy of public ways, erosion
control, tree protection plan, vibration monitoring, existing and adjacent building
surveys plan , temporary fire protection measures, Project signage, pest control,

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construction staging plan, and construction logistics plan.
Section 3.1.1.6 Disincentive Fee for Failure to Timely Provide Deliverables . The
Design-Builder acknowledges that the Department is engaging the Design -Builder to
provide an extensive level of preconstruction support services to minimize the potential
for cost overruns, schedule delays , or the need for extensive Value Engineering/re -
design late in the Project and that the deliverables required under this Section 3.1 are
key to identify the value of such services. In the event the Design-Builder fails to deliver
any of the deliverables required in Section 3.1 (and unless such failure is the result of
any event of Force Majeure), the Design -Builder shall be subject to a disincentive fee
in the amount of Seven Thousand Five Hundred Dollars ($7,500.00) plus Five Hundred
Dollars ($500) per day after receiving written notice from the CO of failure to submit
such deliverables.
Section 3.1.1 .7 Additional Preconstruction Services. In addition to those items
enumerated above, the Design -Builder shall provide such preconstruction services as
are necessary to properly advance the Project. These services shall include, but are not
limited to, scheduling, estimating, shop-drawings, the ordering of long-lead materials,
condition assessments, conservator studies, archeological studies, recommended
testing, additional geotechnical testing, and monitoring of historic assets.
Section 3.1.2 (Reserved)
Section 3.1.3 Design Services; Design Reviews.
The Design-Builder shall meet with the representatives of the Department and Client Agency
throughout the Design & Preconstruction Phase as the design progresses in order that these
representatives and other stakeholders can have input in and approve the design direction at
appropriate times. The Design -Builder shall ensure that the design is developed in a manner
consistent with the Project budget, i.e., designed-to-budget, as well as the programmatic
requirements set forth and attached hereto as Exhibit A 1 and the Department’s other
requirements for the Project. The Project shall be designed in such a way so as to achieve, at
a minimum, LEED for SCHOOLS – GOLD. All Design Documents shall be prepared by the
Design-Builder’s duly licensed architects and engineers. The GMP basis documents and all
interim design submissions shall be subject to review and approval by the Department, and the
Design-Builder shall be required to revise these Project documents to address concerns raised
by the Department and/or o ther Project stakeholders and such revisions shall not entitle the
Design-Builder to an increase in the Design Fee.
Section 3.1.3.1 Design Management. During the Design and Preconstruction Phase,
the Design-Builder, in consultation with the Department, shall : (i) develop Concept
Design Submission and cost estimates; (ii) develop a draft final conceptual site
plan/response and cost estimate; (iii) prepare and submit soft and hard copies of the
complete set of Schematic Design Documents; (iv) prepare and submit s oft copies of
the 50% Design Development Documents and budget, approximately half way through
the Design Development phase as progress set to the Department; (v) prepare and
submit soft and hard copies of the complete set of Design Development Documents,
Specifications and Design-Builder’s cost estimate and schedule; (vi) prepare soft and
hard copies of the complete set of Construction Documents, Specifications and Design-
Builder’s cost estimate and schedule; (vii) review existing condition assessment and
recommendation; and (viii) obtain all necessary building permits to support the Project
Schedule.

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Without limiting the generality of the foregoing, during the Preconstruction Phase, the
Design-Builder shall: (i) work with its Architect and any design consultants to advance
the design for the Project in consultation with the Client Agency, the Departmen t, and
its Program Manager; (ii) obtain bids from trade subcontractors to perform the work
described in the Design Development Documents and provide bid tabulations to the
Department; (iii) engage in any Value Engineering and scoping exercises necessary to
return the cost of the work to the Project Budget; (iv) engage in preconstruction
activities, including identifying any long -lead items; (v) develop a GMP proposal for
the Project; and (vi) enter into a GMP for the Project. Throughout the Design &
Preconstruction Phase, the Design -Builder shall schedule and attend regular meetings
with the Department, the Program Manager, and the Design-Builder’s Architect.
Between the time the Preconstruction NTP is issued and the time the GMP is accepted
by the Department, the Design-Builder shall use commercially reasonable best efforts
to ensure that: (i) the design evolves in a manner that is consistent with the
Department’s budget and programmatic requirements, as the same were defined and
established by the Department at the end of the concept design; (ii) the design work is
properly coordinated; and (iii) the required design deliverables are produced on or
before the dates contemplated in the Project Schedule. As part of this undertaking, the
Design-Builder shall provide the following:
Section 3.1.3.1.1 Schematic Design . The Design -Builder shall prepare a schematic
design for the Project that is a logical development of the approved concept design and
is consistent with the Department’s schedule, budget, and programmatic requirements.
The schematic design shall contain at least the level of detail contemplated in industry
best practices for a schematic design. The design submittal shall specifically identify
any deviations from the approved concept desig n and shall explain the rationale, cost,
and time i mplications associated with such deviation. The Department shall have the
right to disapprove the schematic design submittal for any reason.
The Design -Builder shall provide an understanding of maintenance and repair cost
services for major design components and mechanical, electrical, and plumbing
(“MEP”) systems selected at the schematic design phase, which includes conducting a
40-year life cycle cost analysis, which includes a detailed list of replacement costs,
maintenance costs, an estimate of repair costs, anticipated energy costs, and a list of
other relevant life cycle costs.
Following a review of the schematic design submission by DCPS and the Department,
the Design -Builder shall make revisions to the schematic design submission as
necessary to incorporate comments, feedback, and other direction provided by DCPS
and the Department. The Design-Builder’s pricing shall assume that such revisions will
be required, and such revisions shall not entitle the Design -Builder to additional
compensation. The requirements and tasks for the Schematic Design are as referenced
in Concept Desi gn, Schematic Design, and Design Development Milestone
Requirements Exhibit A2.
Section 3 .1.3.1.2 Operations and Maintenance Plan . The Design -Builder shall
submit a Maintenance and Operations Plan, which, at a minimum, shall include the
following:

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i) Standard Operating Procedures (SOP) for all building systems, including, but
not limited to, electrical, mechanical, roof, green roof, geothermal, solar,
plumbing, security, outdoor fields, irrigation, landscaping and lighting;
ii) List of equipment that must be kept on site to maintain all building systems;
iii) List of chemicals that must be kept on site to maintain all building systems,
including storage requirements;
iv) Certifications and licenses either required or recommended to maintain all
building systems;
v) Confined space procedures and personal protective equipment that must be
used; vi) Permits and regular inspections that are required to operate the
equipment;
vi) List of hardware, software and software licenses that must be purchased and
maintained;
vii) Recurring trainings on building systems and safety that are necessary to
maintain the building;
viii) The estimated initial and monthly costs for the successful maintenance and
operations of the facility.

Section 3.1.3.1.3 Schematic Budget Update . Concurrent with submission of the
schematic design, the Design-Builder shall submit a budget update. The budget update
shall be submitted in the same format as the preliminary budget estimate and shall show
variations from the preliminary budget estimate. The Design -Builder shall include a
cost estimate and value engineering analysis and detailed recommendations for Project
savings (even if the Project is not over budget). To the extent the budget update shows
an overrun from the approved budget, the Design -Builder shall submit value
engineering (not scope reductions, but true value engineering that allows the design to
meet all Project requirements within budget) suggestions that would return the Project
to budget. Only the Department shall have the authority to increase the Project budget,
and absent such direction, the Dei gn-Builder shall proceed on the assumption that the
budget remains as originally directed by the Department.
Section 3.1.3.1.4 Constructability/Sole Source/Long-Lead Time Memorandum.
Concurrently with the Schematic Design Budget Estimate, the Design -Builder shall
prepare a memorandum identifying key construction concerns related to the Project.
Such memorandum shall: (i) assess the constructability issues related to the Project,
including site logistics; (ii) identify any items where the design is predicated on a
single manufacturer and, if so, identify at least two (2) comparable products; and
(iii) identify any long -lead delivery items that could adversely affect the sch edule
contemplated in this RFP. To the extent any such long -lead items are identified, the
memorandum shall make recommendations for addressing such items.
Section 3.1.3.1.5 Entitlements. The Design-Builder shall prepare, as part of the design
and pre -construction phase, such materials and make such presentations as are
necessary to obtain the required land use and entitlement approvals. Approvals may be
required from but not limited to: (i) the Office of Zoning; (ii) Office of Planning (“OP”);
and (iii) State Historic Preservation Office (“SHPO”); (iv) the National Capital
Planning Commission (“NCPC”); and (iv) the Commission of Fine Arts (“CFA”).

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Section 3.1.4 Design Development Phase & Early Release Packages.
The Design-Builder shall prepare a set of Design Development Documents that is a logical
development of the approved schematic design and is consistent with the Department’s
schedule, budget and programmatic requirements. Prior to the full Design Development
Submission, the Design -Builder shall submit a progress set of drawings, specifications, and
budget at the halfway point through the Design-Builder’s Design Development phase. The final
Design Development Documents shall contain at least the level of det ail contemplated in
industry best practices for Design Development Documents. The design submittal shall
specifically identify any deviations from the approved schematic design and shall explain the
rationale and cost implications associated with such devi ation. The Design -Builder shall
include a cost estimate and Value Engineering Analysis and Detailed Recommendation for
Project savings (even if the Project is not over budget). The Design -Builder shall provide
maintenance and repair cost services, which include conducting a 40 -year life cycle cost
analysis, which includes a detailed list of replacement costs, maintenance costs, an estimate of
repair costs, anticipated energy costs, and a list of other relevant life cycle costs. The Design -
Builder shall further r efine and expand upon the Maintenance and Operations Plan that was
submitted in the Schematic Submission. The Department shall have the right to disapprove the
Design Development Documents submittal for any reason.
Section 3.1.4.1 Design Development Submission. The Design-Builder shall prepare
the design development submission for review and comment by the Client Agencies
and the Department. Such design development submission shall include the elements
and information as specified in Concept Design, Schematic Design, Design
Development Milestone Requirements Exhibit A2.
Section 3.1.4.2 Early Release Packages / Long Lead Materials /Abatement &
Demolition.
Section 3.1.4.2.1 Abatement & Selective Demolition. Once the concept design has been
approved, the Department may release the Design -Builder to commence hazardous
material abatement and interior demolition, or other early activities, as applicable. It is
envisioned that this work may be released in advance of the GMP.
Section 3.1.4.2.2 Long Lead Materials. The Department will release funding for long-
lead items once the Schematic Design Documents have been approved. If the Design -
Builder believes an earlier release is required in order to meet the Project Schedule, it
shall advise the Department and make a recommendation as to the requested release date.
Any decision to authorize an early start shall be made by the Department in its sole and
absolute discretion.
Section 3.1.4.2.3 Permits. The Design-Builder shall be responsible for preparing and
submitting all of the required permit applications that are necessary to complete the
Project. The Design-Builder shall develop a list of the required permits and shall track
the progress of all such permits through the review process. The Design-Builder shall
update the Department with the status of each permit that is required for the Project.
The Design-Builder shall engage such permit expediters as the Design-Builder deems
necessary or appropriate in light of the Project’s schedule. The Design -Builder shall
provide the resources necessary to support these requirements. If applicable, the
Design-Builder shall obtain Chapter 2 and Chapter 3 permits from the Department of
Energy and Environment (“DOEE”) prior to the installation of a boiler.

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

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

As part of the GMP Amendment, the Design -Builder shall certify that the GMP established
thereby: (i) contains sufficient amounts to perform all Work necessary for the Final Completion
of the Project; and (ii) contains sufficient amounts to provide and construct any items or
facilities that are not contained in the GMP Basis Project Documents, but which are necessary
for a fully functioning facility that meets the programmatic requirements established for the
Project. The Design -Builder will further covenant and agree in the GMP Amendment that it
will perform all of the construction work necessary for the Final Completion of the Project,
including, without limitation, aspects of the Work that are not shown on the GMP Basis Project
Documents, but which are a l ogical development of the design intent reflected in the GMP
Basis Project Documents, for an amount not to exceed the GMP.
Section 4.2 Review of GMP Basis Project Documents.
The Department has selected the Design-Builder, in large part, because of its special expertise
in constructing similar projects. Before submitting its GMP, the Design-Builder shall review
the GMP Basis Project Documents for accuracy, constructability , and completeness and shall
bring such deficiencies to the attention of the Department and shall cause its Architect to
address any such deficiencies. To the extent that any such deficiencies in the GMP Basis
Project Documents could have been identified by such review by a competent Design-Builder,
such deficiencies shall not be the basis for a change in the GMP or delaying the Project
Schedule.
Section 4.3 Contingency.
The Cost of the Work shall include a contingency, which shall be a sum established by the
Department and the Design -Builder to cover, among other things costs necessary to address
scope expansion that is a logical development of the design, issues arising from or as a result
of deficiencies in the GMP Basis Project Documents and other costs which are properly
reimbursable as Cost of the Work but not the basis for a Change Order, such as costs that were
not reasonably foreseeable as of the effective date of this Agreement, including such items as
emergencies, unforeseeable changes in market conditions for materials or labor, or subsurface,
soils or site conditions that were neither known nor reasonably discoverable as of the effective
date of the Agreement (t he “Contingency”). During the Construction Phase, the Design -
Builder shall keep the Program Manager and the Contracting Officer informed as to the status
of the Contingency and shall, at a minimum: (i) advise the Program Manager and Contracting
Officer when draws reach 3% upon the contingency in a timely manager ; and (ii) provide the

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Program Manager and Contracting Officer with running status of the Contingency balance at
least once every two (2) weeks.
Section 4.4 Trade Bids.

Section 4.4.1 Subcontractors and Suppliers; Bidding Procedures. During the Design &
Preconstruction Phase, the Design -Builder shall seek to develop subcontractor interest in the
Project. At the time of the completion of the schematic design, the Design-Builder shall provide
to the Department for its review and approval a written submission on the proposed bidding
procedures. Such procedures shall include: (i) a list of proposed trade packages; (ii) a list of
trade subcontractors that will be invited to bid on each such package; and (iii) a narrative
description of the process. At least three (3) potential subcontractors shall be identified for each
trade package. A copy of this deliverable must be submitted to both the Program Manager and
the Contracting Officer. In the event the Department does not approve the proposed bidding
procedures within fifteen (15) days after its receipt, such procedures shall be deemed approved
unless the Department advises that such is still under review.
Section 4.4.2 Bidding. Following the Department’s approval of the Design Development
Documents, the Design-Builder shall manage the trade bidding process in accordance with the
approved bidding procedures and shall use commercially reasonable best efforts to solicit at
least three (3) qualified and bona fide bids for each trade package that has an expected value in
excess of One Hundred Thousand Dollars ($100,000). Trade packages shall not be parceled,
split or divided to avoid the $100,000 threshold. In the event that the Design-Builder submits
a bid to self -perform any trade, a qualified fourth bid must be provided, see Section 4.4.3
regarding self-performed work. In addition to the information normally required in such bids,
the Design-Builder shall also require subcontractors to provide an estimate of the percentage
of labor hours performed in completing the subcontracted work that will be performed by
District residents. The Design -Builder shall carefully document its procedures for making
available bid packages to potential bidders, the contents of each bid package, discussions with
bidders at any pre-bid meetings, bidders’ compliance with bid requirements, all bids received,
the Design -Builder’s evaluations of all bids, and the basis for the Design -Builder’s
recommendation as to which bidders should be chosen. The Department shall be afforded
access to all such records at all reasonable times so that, among other things, it may
independently confirm the Design -Builder’s adherence to all requirements set forth in the
Agreement, including, without limitation, affirmative action requirements and subcontracting
requirements.
Section 4.4.3 Self-Performed Work. The Design-Builder and its affiliates may not carry out
trade work with its own forces without the Department’s written permission, for which
permission may be withheld or conditioned by the Department in its sole and absolute
judgment.
Section 4.4.4 Bid Tab. The Design-Builder shall provide the Department with an analysis of
the bids received and a copy of each such bid. To the extent that the Design -Builder’s award
recommendation is based on scoping adjustments, the Design-Builder shall clearly identify the
scoping adjustment and the need for such adjustments. In general, the bid tab shall be presented
in tabular format that compares the bids received based on the comparative scope of work and
any other relevant information (i.e. exclusions, past performance history, etc.).
Section 4.5 Value Engineering.
Based on the trade bids received, the Design-Builder shall prepare a written report of suggested

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Value Engineering strategies necessary to reconcile the costs of constructing the Project
Budget, if necessary. The Design-Builder shall meet with the Department’s representatives to
discuss any Value Engineering and changes in the scope necessary to ensure that the
Department’s schedule and programmatic requirements are met and that the budget is not
exceeded. The Design -Builder shall cause the Design-Builder’s Architect to implement and
price any approved Value Engineering strategies.
Section 4.6 Basis of Guaranteed Maximum Price.
Based on the trade bids, the Design -Builder shall submit a GMP proposal to the Department.
The GMP Proposal shall include the following elements:
a) A list of drawings, specifications, addenda, general, supplementary, and other
conditions on which the GMP is based.
b) A list of unit prices and allowance items and a statement of their basis. The Design-
Builder shall include the following allowances: Permit Allowance ($900,000.00),
Public Art Allowance ($ 500,000.00), Utility Allowance ($ 600,000.00),
Exploratory/Existing Building and Site Investigation Allowance ($300,000.00) , and
Swing Site FF&E Allowance ($300,000.00).
c) Assumptions and clarifications made in preparing the GMP Proposal, noting in
particular any exclusions. The assumptions and clarifications shall take precedence
over the drawings and specifications. The Design -Builder shall prepare a separate
memorandum that highlights any differences between the then-approved drawings and
the modifications made in the assumptions and clarifications (Exhibit W ). Such
memorandum shall specifically address any changes in the Project aesthetics,
functionality, or performance.
d) The proposed GMP, including a statement of the detailed cost estimate organized by
trade categories, allowances, contingency, and other items and the fees that comprise
the GMP.
e) An update to the Project’s schedule to which the Design-Builder will agree to be bound.
This update shall be prepared in the same level of detail and in the same manner as the
Baseline Schedule, and without any change to the Substantial and Final Completio n
Dates unless approved by the Department’s Contracting Officer.
f) A subcontracting plan setting forth the names and estimated dollar volume of the work
that will be performed by Local, Small, and Disadvantaged Business Enterprises
(“LSBDEs”), as certified by the Department of Small and Local Business
Development, upon which the GMP is based.
g) A summary of Capital Cost vs Operating Cost Eligibility.
h) A list of additive alternates or deductive alternates with defined executable dates, if
any.
i) GMP and any Council Package cost estimate summary shall be broken down into three
categories as applicable: New Construction, Renovation , and Sitework. A separate
summary shall be provided that notates any previous contract approval such as the letter
contract or any early start agreements.
j) Each GMP may include an agreed upon sum as the Design-Builder’s Contingency and
the Owner contingency, each of which shall be identified as a separate line item in the
GMP's Schedule of Values.

A. Construction contingency
i. The Design-Builder’s Contingency shall be utilized to compensate for
the increased cost of the Work incurred by the Design-Builder due to unforeseen
circumstances relating to construction of that Project which resulted in an

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unavoidable increase in costs, except when deemed the responsibility of the
Department in accordance with this Contract. If the Design -Builder fails to
include all of the required scope of work in the bid packages, Design -Builder
Contingency may be used t o purchase the omitted scope, until the Design -
Builder’s Contingency balance reaches zero or until the balance equals the
anticipated subcontractor modifications. All requests to use the Design -
Builder’s Contingency shall be submitted as a Request for Chan ge Order
("RCO"). Charges to the Design -Builder’s Contingency shall not become due
and payable until the RCO is approved in writing by the Department’s
Contracting Officer and becomes a Change Order. If the Design -Builder’s
Contingency reaches zero, any cost overruns or charges that could have been
charged to the Design-Builder’s Contingency shall be the sole responsibility of
the Design-Builder.
ii. If bids are received below the applicable line items in the GMP, the
surplus will be added to the Design -Builder’s Contingency for that Project. If
bids exceed the applicable line items in a GMP, the deficiency will be charged
to the Design-Builder’s Contingency for that Project, however, such events shall
not be caused to increase the GMP.
iii. Once all subcontracts anticipated by a GMP have been awarded,
including any self -performed work, the Department may require the Design -
Builder to reduce the Design-Builder’s Contingency to an amount as agreed to
by the parties to reflect the Design-Builder’s risk from that point in the Project
forward.
iv. Upon Final Completion of the Project, any remaining Design-Builder’s
Contingency, if any, shall be reduced to zero by a Contract Modification and
the Design-Builder shall have no entitlement to the balance.

B. Owner contingency
i. The Department retains the right to increase the GMP in lieu of charging
any cost to the Department’s Contingency. Any unused Contingency, whether
Department Contingency or the Design -Builder Contingency, shall be
reconciled to a zero balance via a Contract Modification upon Final Completion.
ii. When the Design -Builder proposes to use the Department’s
Contingency, the Design-Builder shall prepare an RCO, identifying the amount
sought to be charged to the Department’s Contingency, the reasons why the
amount should be charged to that Contingency, an d demonstrating to the
satisfaction of the Department that the costs to be incurred are necessary for the
Work and are the responsibility of the Department. At all times, the Design -
Builder shall avoid and mitigate Department Contingency costs whenever
possible. Before payment or as part of an audit, the Architect and the
Department shall have the authority to verify the actual costs incurred. No costs
may be charged to the Department’s Contingency until the RCO is approved in
writing by the Department and becomes a Change Order.
iii. The Owner contingency shall be an amount, determined by the
Department, which will be available to compensate the Design -Builder for the
increased Cost of the Work incurred by the Design -Builder due to a Contract
Modification or to other increases in the Cost of the Work which the Department
determines, in its sole discretion, is its responsibility. The Department may
increase, decrease or eliminate the Owner contingency at any time.
k) A list of all active contracts that vendor holds with the District.

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l) Campaign Finance Reform Self Certification.

Section 4.7 Department Review of GMP Proposal.
The Design -Builder shall meet with the Department to review the GMP Proposal and the
written statement of its basis. In the event that the Department discovers any inconsistencies
or inaccuracies in the information presented, the Department shall promptly notify the Design-
Builder, who shall make appropriate adjustments to the GMP Proposal, its basis, or both.
Section 4.8 Department Acceptance of GMP Proposal.
The Department and the Design-Builder shall meet to negotiate the terms of the GMP Proposal.
If the GMP Proposal is acceptable to the Department, the Department shall submit the resulting
GMP Amendment for review and approval by the Council for the Distri ct of Columbia (the
“Council”). The GMP shall be subject to review and approval by the Council for the District
of Columbia in the event it exceeds the previously approved contract value by more than $1
million. In such event, the GMP shall not be effectiv e until so approved. Please note that the
Council submission and approval timeline varies, and Offerors should plan for 60 -90 days on
average for this process, taking into consideration that the Council is not in session over the
summer months.
Section 4.9 GMP Amendment.
In the event that an acceptable GMP Proposal is not developed and a GMP Amendment is not
executed, the Agreement will be terminated. In the event the Agreement is terminated pursuant
to this Section, the Department shall be free to use any of the Project documents and
information developed through the date of termination to retain a new contractor to complete
the Project. In such an event, the Design-Builder shall only be entitled to Fifty percent (50%)
of the Preconstruction Fee.

Section 4.10 Assignment Upon Failure to Reach GMP.
In the event that the Department and the Design-Builder are unable to agree upon a GMP, the
Department shall have the right to terminate this Agreement, and if requested by the
Department, the Design-Builder shall assign any trade subcontracts and its agreement with the
Design-Builder’s Architect to the Department upon such terms and conditions and at the time
requested by the Department. In such an event, the Design-Builder shall forfeit fifty percent
(50%) of the Preconstruction Fee.
Section 4.11 Certification.
As part of the GMP Proposal submitted in accordance with this Article, the Design -Builder
agrees to specifically acknowledge and declare that the Contract Project Documents are
sufficiently complete to have enabled the Design -Builder to determine the Cost of the Work
therein in order to enter into the GMP Amendment and to enable the Design -Builder to agree
to construct the Work outlined therein in accordance with applicable l aws, statutes, building
codes and regulations to the best of Design-Builder’s knowledge, and otherwise to fulfill all its
obligations hereunder. The Design -Builder shall further acknowledge that it has visited the
site, examined all conditions affecting t he Work, is fully familiar with all of the conditions
thereon and affecting the same, and, has carefully examined all drawings and specifications
provided to it.
Section 4.12 Self-Performed Work. The Design-Builder and its affiliates may not carry out
trade work with its own forces without the Department’s written permission, for which
permission may be withheld or conditioned by the Department in its sole and absolute
judgment.

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Section 4.13 Shared Savings. In the event there are GMP savings, excluding any Owner
Allowances and Owner Contingency, the GMP savings shall be split 70/30 with 70% allocated
to the Department and 30% allocated to the Design -Builder. The maximum allocation to the
Design-Builder shall be $990,000.00. Shared Saving will only be contemplated once all
closeout and punchlist items are completed and a full financial log and subcontractor back up
can be provided. The financial log shall include, completed buyout l og for all divisions and
trades, Construction Contingency log, Owner Contingency and Allowances log, and Approved
Change Order Log.
Section 4.14 Unsafe Materials and Hazardous Materials
Section 4.14.1 The Design -Builder shall not bring, spill or release onto the site asbestos,
polychlorinated biphenyls (PCBs), or any other Hazardous Material that is not customarily
used in a facility of the type and similar to the Project, and shall bring it to the Depa rtment’s
attention any specification of such Hazardous Materials in the Design Documents. If the
Design-Builder believes that anything in the Agreement would require that it use or bring onto
the site asbestos, PCBs, or any Hazardous Material that is not customarily used in a facility of
the type and similar to the Project, it shall immediately inform the Department and seek
direction before proceeding.
Section 4.14.2 The Design-Builder shall abate and remove Hazardous Materials on or within
the site as necessary to complete the Work contemplated by this Agreement. The Design -
Builder shall comply with all laws, including, without limitation, the requirements of the
Environmental Protection Agency (“EPA”) and all jurisdictional agencies, as well as all laws
relating to safety, health welfare, and protection of the environment in removing, treating,
encapsulating, passivating, and/or disposing of Hazardous Materials, including, but not limited
to, removal, treatment, encapsulation, passivation, and/or disposal of the Hazardous Materials.
If any notices to governmental authorities are required, the Design-Builder shall also give those
notices at the appropriate times. The Design-Builder shall ensure abatement subcontractors and
disposal sites are appropriately licensed and qualified.
Section 4.14.3 The Design-Builder shall be entitled to submit a change request in accordance
with Article 3 of the Standard Contract Provisions (Construction Contracts) in the event the
Design-Builder encounters Hazardous Materials beyond those contemplated in the Contr act
Documents.
Section 4.14.4 The Design-Builder shall keep detailed records documenting Work done so that
the Department may independently verify compliance with all laws, the number of units
actually removed, treated, and/or disposed of, and the appropriate unit price(s) applicable to
the Work.

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Article 5 - CONSTRUCTION PHASE
Section 5.1 General.
The Construction Phase shall not commence until the Department issues a NTP for
Construction Phase Services. The Design -Builder shall, through Subcontractors or, with the
written consent of the Department, with the Design-Builder’s own forces, perform all of the
Work necessary to construct the Project so that it is complete, safe, and properly built in strict
accordance with the approved Construction Project documents and the other requirements of
this Agreement. Without limitation, the Design-Builder shall provide all of the labor, materials,
tools, equipment, temporary services, and facilities necessary to complete the Project in
accordance with the drawings, specifications, Schedule, and Budget that are issued for the
Project. The Design -Builder shall be responsible for paying for and obtaining all necessary
permits and to pay all necessary fees for utility connections. The Work shall be carried out in
a good and workmanlike, first -class manner, and in a timely fashion. All materials and
equipment to b e incorporated into the Project shall be new and previously unused unless
otherwise specified by the Department and shall be free of manufacturing or other defects.
Section 5.1.1 Construction Administration. The Design -Builder, through its
Architect/Engineer, shall provide construction administration services to support the
construction phase of the Project. The Work shall include, but is not necessarily limited to, the
following:
a. Manage all aspects of the Project.
b. Manage weekly progress meetings. Site visits are included in the Design-Build Fee.
c. Provide completed Quality Control checklists for implementation of the Project.
d. Review and process shop drawing submissions, RFIs, etc.
e. Prepare meeting notes and records of decisions/changes made.
f. Conduct pre-closeout inspections.
g. Review closeout documents for completeness, such as As-Built Drawings based on the
Contractor’s red line drawings and/or coordinated set developed during the
subcontractor coordination process. As-Built Drawings should be transmitted to DGS
in hard copy, PDF, CAD, and BIM formats.
Section 5.1.2 Unrenovated Portions of the Structure. In constructing the Project, the
Design-Builder shall ensure that unrenovated portions of existing structures, if any, including,
but not limited to, the mechanical, plumbing, electrical systems, and other building systems are
not adversely affected. All unrenovated portions of the structures should function, at a
minimum, at the level of functionality that existed immediately prior to the construction of the
Project. If any unrenovated portion of the Project functions at a lower level of functionality as
a result of the Design -Builder’s Work, the Design -Builder shall be back -charged the costs
incurred by the Department in addressing the decreased functionality.
Section 5.2 Design Completion.

Section 5.2.1 Mid-Point Construction Project Document Review. Based on the approved
Design Development Documents and any approved Value Engineering, the Design -Builder
shall prepare a set of Construction Documents. It is contemplated that the Construction
Documents will be issued in several different sets (i.e. archi tectural, electrical, mechanical,
structural, etc.). As each such set reaches a point where it is approximately fifty percent (50%)
complete, the Design-Builder shall prepare and submit a prog ress printing to the Department
for its review and comment.

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Section 5.2.2 Construction Project Document Review & Coordination. The Design -
Builder shall complete each of the Construction Documents packages in a manner that
addresses the concerns raised by the Department during the review contemplated in
Section 5.2.1 for such package. The Design -Builder shall issue one or more sets of permit
documents to the Department for its review and approval (“Permit Set”). With regard to each
such set, the Design-Builder shall highlight (or bubble) any aspect of the design that represents
a material deviation from the approved Design Developme nt Documents and shall address in
a narrative format the impact, if any, such departure shall have on the Project’s aesthetics,
functionality or performance. The Department shall have the right to disapprove the
Construction Documents for any reason. If the Depar tment disapproves of the Construction
Documents, the Design -Builder will not be entitled to any additional compensation. If,
however, the Department disapproves a Construction Document that is a logical extension of
the approved Design Development Document s, the Design -Builder will be entitled to an
adjustment to the GMP and/or the Project Schedule unless such a package departs from the
Scope of Work fairly reflected in the GMP Drawings and Specifications and in such event the
Design-Builder shall be required to prepare a revised design that complies with the GMP
drawings and specifications (“Drawing s and Specifications”) and without any entitlement to
an increase in the GMP or an adjustment of the Project Schedule.
Section 5.2.3. Code Review. The Design-Builder shall submit the Permit Set to the DOB in
order to obtain the necessary building permits for the Project. The Design -Builder shall
monitor the permit process and shall incorporate any changes or adjustments required by the
Code Official. The Design-Builder shall also issue any such changes to the Department for its
review and approval. In this submittal, the Design-Builder’s Architect shall highlight (or
bubble) any aspect of the design that represents a material deviation from the permit set Project
documents and shall address in a narrative format the impact, if any, such departure shall have
on the Project’s aesthetics, functionality or performance. Subsequent to obtaining the necessary
building permits, the Design-Builder shall prepare one or more sets of “issued for construction
Project documents” (the “IFC Set(s)”).
Section 5.2.4. Design Changes. If it should become necessary to amend any of the approved
IFC Set(s), the Design -Builder shall prepare an amendment to the drawings and shall submit
such amendment to the Department for its review and approval. In this submittal, the Design-
Builder shall highlight (or bubble) any aspect of the design that represents a material deviation
from the permit set documents and shall address in a narrative format the impact, if any, such
departure shall have on the Project’s aesthetics, functionality or performan ce. In the event the
Department does not approve such document within ten (10) business days after issuance,
unless otherwise denied, such document shall be deemed approved, provided however that the
Department has not advised that such document is still under review.
Section 5.2.5 Third Party Contractors. The Department will hire third-party contractors for
commissioning and special inspections. The Design -Builder shall coordinate and work with
the Program Manager and third -party agents during the building permit process and
construction
Section 5.2.6 Final Maintenance and Operations Plan . The Design -Builder shall submit,
for the Department’s review, a final Maintenance and Operations Plan. The Maintenance and
Operations Plan shall be based on the final IFC Set(s). The approved Maintenance and
Operations Plan shall form the basis of the De sign-Builder’s maintenance of the building
following Substantial Completion.

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Section 5.3 Subcontracting and Administration

Section 5.3.1 It is contemplated that all or substantially all of the construction of the Project
will be carried out by trade subcontractors and that those trade subcontracts will be awarded
through the competitive bid process contemplated in Section 0. The Design-Builder shall enter
into a written agreement with each subcontractor. The trade subcontractors will be underwritten
contract with the Design-Builder. All subcontracts and agreements for the supply of equipment
or materials awarded for the Project shall be fixed -price contracts unless otherwise expressly
authorized by the Department, in writing. It is understood and a greed, however, that certain
trade packages (such as the mechanical and electrical packages) may be awarded on a design -
assist or design-build basis and that such trade packages may be awarded on such other basis
subject to the Department’s consent as to the bidding procedures and economic structure with
regard to those packages. The Design -Builder and its affiliates may not carry out trade work
with its own forces without the Department ’s written permission, which permission may be
withheld or conditioned by the Department in its sole and absolute judgment.
Section 5.3.2 In addition to the open book reporting requirements set forth in Section 5.10,
the Design-Builder shall provide to the Department a copy of all quotes or proposals submitted
by potential subcontractors.
Section 5.3.3 The Design-Builder shall develop a purchasing strategy to address the expedited
schedule and conditions of this Project and shall include appropriate provisions in the
subcontracts to minimize the cost impact associated with such conditions. Such strategies may
include, but are not limited to : (i) obtaining from subcontractors unit price quotes for typical
coordination items; (ii) setting aside allowances for coordination work; and (iii) such other
techniques as may be employed by the Design-Builder.
Section 5.3.4 The Design-Builder shall carefully document its procedures for making available
bid packages to potential bidders, the contents of each bid package, discussions with bidders at
any pre-bid meetings, bidders’ compliance with bid requirements, all bids received, the Design-
Builder’s evaluations of all bids, and the basis for the Design-Builder’s recommendation as to
which bidders should be chosen. The Department shall be afforded access to all such records
at all reasonable times so that, among other things, it may independently confirm the Design -
Builder’s adherence to all requirements set forth in the Agreement including, without
limitation, affirmative action requirements and subcontracting requirements.
Section 5.3.5 The Department may, in its sole discretion, reject any or all bids and proposals
received for any bid package, and may require the Design-Builder to obtain new or revised bids
or proposals.
Section 5.3.6 The Department may, in its sole discretion, direct the Design-Builder to accept a
bid from a qualified bidder other than the bidder to whom the Design -Builder recommends
award of a subcontract or supply agreement. If the Department chooses this option, it shall
issue a Change Order to the Design -Builder for any difference between the cost of the
subcontractor supply agreement awarded and the bid price of the Subcontractor or supplier
recommended by the Design-Builder, but without any adjustment to the Design-Build Fee.
Section 5.3.7 The Department must approve all subcontractors and suppliers. The Department
may elect to review the form of any subcontractor agreement with a material supplier to ensure
that such contract incorporates the contractual provisions required by this Agreement.

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Section 5.3.8 The Design-Builder must contract for the provision of all services and materials
for the Project (other than Self -Performed Work which must be authorized in advance and in
writing by the Department) via written subcontracts or, for contracts requiring the provision of
materials or equipment only, and not labor, via written supply agreements. All subcontracts
and supply agreements shall include the following provisions:
Section 5.3.8.1 that, to the extent of the work or supply within the agreement’s scope,
the Subcontractor or supplier is bound to the Design-Builder for the performance of all
obligations which the Design-Builder owes the Department under the Agreement;
Section 5.3.8.2 that the Subcontractor or supplier is not in privity with the Department
and shall not seek compensation directly from the Department on any third -party
beneficiary, quantum meruit, or unjust enrichment claim, or otherwise, except as may
be permitted by any applicable mechanic’s lien law;
Section 5.3.8.3 that the Department is a third -party beneficiary of the subcontractor
supply agreement, entitled to enforce any rights thereunder for its benefit;
Section 5.3.8.4 that the subcontractor or supplier consents to the assignment of its
agreement to the Department, at the Department’s sole option, if the Design-Builder is
terminated for default;
Section 5.3.8.5 that the subcontractor or supplier shall comply immediately with a
written order from the Department to the Design-Builder to suspend or stop work;
Section 5.3.8.6 that the subcontractor or supplier shall maintain records of all Work it
is requested or authorized to do on a time and material or cost-plus basis, or with respect
to claims that it has asserted on a time and materials or cost -plus basis, during the
Project and for a period of time specified in the General Conditions and requiring the
subcontractor or supplier to make those records available for review or audit by the
Department during that time;
Section 5.3.8.7 that the subcontractor shall obtain and maintain, throughout the
Project, workers’ compensation insurance in accordance with the laws of the District
of Columbia (this provision is not applicable to supply agreements);
Section 5.3.8.8 that, if the Department terminates the Agreement for convenience, the
Design-Builder may similarly terminate the subcontractor supply agreement for
convenience, and that the subcontractor or supplier shall, in such a case, be entitled only
to the costs set forth in Article 6 of the Standard Contract Provisions (Construction
Contracts);
Section 5.3.8.9 that the Department shall have the right to enter into a contract with
the subcontractor or supplier for the same price as its subcontractor supply agreement
priceless amounts already paid if the Design -Builder files a voluntary petition in
bankruptcy or has an involuntary petition in bankruptcy filed against it;
Section 5.3.8.10 that the subcontractor or supplier shall not be entitled to payment for
defective or non -conforming work, materials , or equipment, and shall be obligated
promptly to repair or replace non-conforming work, materials, or equipment at its own
cost;

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Section 5.3.8.11 a provision requiring that subcontractors and suppliers promptly pay
subcontractors and suppliers at lower tiers, imposing upon the subcontractors and
suppliers a duty to pay interest on late payments, and barring reimbursement for interest
paid to lower-tier subcontractors or suppliers due to a subcontractor’s or supplier’s
failure to pay them in a timely fashion;
Section 5.3.8.12 a provision requiring that all subcontractors at all tiers comply with
the provisions of Article 1 3 (Economic Inclusion Goals); provided, however, that the
Design-Builder may, in its reasonable discretion impose a different LSDBE
subcontracting goal on some or all of its subcontractors; provided, further, however,
that nothing in this provision shall be deemed to excuse the Design-Builder from using
its best efforts to achieve the LSDBE subcontracting goal on an aggregate basis for the
Project;
Section 5.3.8.13 a provision which allows the Design -Builder to withhold payment
from the subcontractor if the subcontractor does not meet the requirements of the
subcontract;
Section 5.3.8.14 lien and claim release and waiver provisions substantially identical to
those in this Agreement.
Section 5.3.9 Within seven (7) calendar days of receiving any payment from the Department
that includes amounts attributable to Work performed or materials or equipment supplied by a
Subcontractor or supplier, the Design-Builder shall either pay the subcontractor or supplier for
its proportionate share of the amount paid to the Design -Builder for the subcontractor’s or
supplier’s Work or materials or equipment or notify the Department and the subcontractor or
supplier, in writing, of the Design -Builder’s intention to withhold all or part of the payment
and state the reason for the withholding. All monies paid to the Design -Builder under the
Agreement shall be used first to pay amounts due to subcontractors or suppliers supplying labor
or materials for the Project and only money remaining after such payments are made may be
used for other items such as the Design-Build Fee. Monies paid by joint check shall be deemed
to have been paid fully to the subcontractor or supplier named as a joint payee unless the
Department agrees otherwise in writing. Any interest paid to subcontractors or suppliers
because the Design-Builder has failed to pay them in a timely fashion shall not be reimbursable
as part of the Cost of the Work.
Section 5.3.10 The Design-Builder shall not enter into any profit sharing, rebate, or similar
arrangement with any subcontractor or supplier at any tier with respect to the Project or the
Work to be carried out for the Project.
Section 5.3.11 The Design-Builder shall not substitute or replace any subcontractor or supplier
approved by the Department without the Department's Contracting Officer and DSLBD’s prior
written consent.
Section 5.3.12The Department has the right to contact subcontractors or suppliers at all tiers,
or material or equipment suppliers directly to confirm amounts due and owing to them or
amounts paid to them for Work on the Project, and to ascertain from the subcontractors or
suppliers at all tiers their projections of the cost to complete their work or to supply their
material or equipment, or the existence of any claims or disputes. In doing so the Department
shall not issue any directions to subcontractors or suppliers at any tier.

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Section 5.3.13 If it comes to the Department’s attention that a subcontractor or supplier has not
been paid in a timely fashion (other than for disputed amounts), and if the Design-Builder fails
to cure the problem within five (5) calendar days after the Department gives it written notice
of the failure to pay, the Department may make payments to the subcontractor or supplier and
Design-Builder by joint check. If the payment was already made to the contractor, the joint
check be for future payments (if any).
Section 5.3.14 The Design-Builder shall be required to provide an evaluation of each of its
subcontractors’ performance by completing and submitting to the Department the
Subcontractor Performance Evaluation Form set forth as Exhibit O, as follows:
a. Within ninety (90) days of initiating the Construction Phase; and
b. Within thirty (30) days after the Final Completion of the Project.
Section 5.3.15 The Design-Builder shall be required to provide to the Contracting Officer a
certificate of insurance for each subcontractor before such subcontractor begins work.
Section 5.4 Weekly Progress Meetings & Schedule Updates.
The Design -Builder shall schedule and conduct, at a minimum, weekly progress meetings
following the Design -Builder’s generated agenda at which the Department, the Design-
Builder’s Architect, the Program Manager, the Design-Builder, and appropriate subcontractors
can discuss the status of the Work. The Design -Builder shall prepare and promptly distribute
meeting minutes. In addition, the Design -Builder shall submit bi -weekly schedule updates,
which shall reflect actual conditions of Project progress as of the date of the update. The update
shall reflect the actual progress of construction, identify any developing delays, regardless of
their cause, and reflect the Design -Builder’s best project ion of the actual date by which
Substantial Completion and Final Completion of the Project will be achieved. Via a narrative
statement (not merely a critical path method schedule), the Design -Builder shall identify the
causes of any potential delay and state what, in the Design -Builder’s judgment, must be done
to avoid or reduce that delay. The Design-Builder shall point out, in its narrative, changes that
have occurred since the last update, including those related to major changes in the scope of
work, activities modified since the last update, revised projections of durati ons, 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 explan ation of the 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 an 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 d update showing Substantial Completion or Final
Completion later than the dates agreed upon in the Project Schedule shall no t be regarded as
the Department’s agreement that the Design -Builder may have an extension of time, or as a
waiver of any of the Department’s rights, but merely as the Design -Builder’s representation
that, as a matter of fact, Substantial Completion or Final Completion of the Project may not be
completed by the agreed-upon date in the Project Schedule. Changes to the scheduled
completion dates may be made only in the circumstances and only by the methods set forth in
this Agreement.

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Section 5.5 Written Reports.
The Design-Builder shall provide written reports to the Department on the progress of the entire
Work at least monthly from Preconstruction Notice to Proceed until the Final Completion of
the Project. The monthly report shall include: (i) an updated schedule analysis, including any
plans to correct defective or deficient work or recover delays; (ii) an updated cost report; (iii)
a monthly review of cash flow; (iv) a quality control report; (v) progress photos; and (vi) an
updated buyout log for all awarded subcontracts . Such written report shall include the
following elements:
Section 5.5.1 Construction Progress Update. Each monthly update shall contain a narrative
description of the Project progress and a critical path method schedule in Primavera format,
including any plans to correct defective or deficient work or for time lost due to delays.
Section 5.5.2 Cost Update. The monthly update shall reflect, by GMP line item, the original
line-item amount, approved, pending, and projected Change Order amounts, the cost incurred
to date, the projected cost to complete the Work of the line item, and any variance between the
actually approved budgeted balance of the line item and the projected cost to complete. A clear
distinction must be made between approved Change Orders and those merely requested or
anticipated. The report shall explain all variances including “buy -outs” or final actual costs
including those below their respective GMP line item. In addition, the report must disclose
any instances in which the Design -Builder has transferred amounts from one line item to
another, or from the Contingency to any other line item. Neither submission nor the
Department’s failure to reject an update reflecting that the projected cost to complete the
Project exceeds the GMP will operate to increase the GMP or waive the Department’s right to
enforce the GMP. If the report reflects budget overruns, it must also include a recovery plan.
Section 5.5.3 Economic Inclusion Report. The monthly report shall include a detailed
summary of the Design -Builder’s efforts and results with respect to the economic inclusion
goals set forth in this Agreement. Such report shall be in a format acceptable to the Department
and shall include, at a minimum: (i) the Design-Builder’s overall performance with respect to
the goals; (ii) a listing of subcontracts and agreements with material suppliers during the month
and the percentage of those subcontracts and agreements with material suppliers awarded to
LSDBEs; (iii) a listing of subcontracts during the month and the estimated percentage of the
labor hours to be worked by District of Columbia residents pursuant to those subcontracts; and
(iv) a description of the major subcontracting and supply opportunities that will be solicited
during the next three (3) months and the actions being taken to meet the subcontracting goals.
Section 5.5.4 Cash Flow Update. If there have been any changes to the anticipated cash flow
for the Project, such changes shall be disclosed and explained in the monthly report. If there
are no such changes, the report shall so state.
Section 5.5.5 Quality Assurance Report. The monthly report shall include a detailed
summary of the steps that are being employed to ensure quality construction and workmanship.
Each report shall specifically address issues that were raised by the Department and/or its
Program Manager during the prior month and outline the steps that are being taken to address
such issues.
Section 5.5.6 Progress Photos. The monthly report shall include updated progress photos
that shall detail changes in the Work during the month. The Design-Builder shall also maintain
a daily log containing a record of weather, Subcontractors working on the site, number of
workers, major equipment on the site, Work accomplished, problems encountered and other
similar relevant data as the Department may reasonably require. The log shall be available to

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the Department, the Design-Builder’s Architect, and the Program Manager, and on a monthly
basis, a copy of the log shall be submitted to the Department.
Section 5.6 Cost Control System.
The Design-Builder shall use a system of cost control for the Work in a format consistent with
the GMP Drawings & Specifications and approved by the Department, which shall include,
without limitation, regular monitoring of actual costs for activities in p rogress and estimates
for uncompleted tasks and proposed changes. The Design-Builder shall identify variances
between actual and estimated costs and report the variances to the Department, the Design-
Builder’s Architect, and the Program Manager at regular intervals.
Section 5.7 Key Personnel.

Section 5.7.1 To carry out its duties, the Design -Builder shall provide at least the key
personnel identified in Exhibit F to this Agreement (“Key Personnel”), who shall carry out
the functions identified in Exhibit F. Among other things, the Key Personnel shall include:
A - Key Personnel of the Design-Builder:
The following individuals shall be considered key personnel (“Key Personnel”) of
Design Builder:

i. Project Manager
ii. Superintendent
iii. Project Executive

B - Key Personnel of the Design-Builder’s Architect/Engineer
The following individuals shall be considered the Key Personnel of the Design-
Builder’s Architect/Engineer:

i. Project Manager
ii. Project Architect
iii. Principal in Charge
iv. Lead Mechanical Engineer
v. Lead Envelope Consultant

It is contemplated that these Key Personnel will work from the design stage, purchasing , and
throughout the bulk of the fieldwork. The Design -Builder’s obligation to provide adequate
staffing is not limited to providing the Key Personnel but is determined by the needs of the
Project. The Design -Builder shall not replace any of the Key Personnel without the
Department’s prior written approval. If any of the Key Personnel become unavailable to
perform services in connection with the Agreement due to death, disability, or separation from
the employment of the Design-Builder or any affiliate of the Design-Builder, then the Design-
Builder shall promptly notify the Department’s Contracting Officer and propose a replacement
acceptable to the Department. The Department shall be entitled to complete information before
approving such replacement, including, but not limited to, a current resume of the proposed
replacement to include qualifications and experience.
Section 5.7.2 Certain members of the Design -Builder’s Key Personnel shall be subject to a
replacement fee for their removal or reassignment by the Design -Builder. Those members of
the Design-Builder’s Key Personnel subject to a replacement fee shall be identified in Exhibit
F as subject to the replacement fee provisions. In the event there is no delineation in Exhibit

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F of those members of the Design -Builder’s Key Personnel subject to the replacement fee
provisions of this Agreement, then all of the Key Personnel shall be subject to the replacement
fee provisions of this Agreement.
Section 5.7.2.1 Removal or Replacement of Key Personnel. Subject to the terms of
Section 5.7.1, if the Design-Builder replaces one of the key personnel listed in Exhibit
F as being subject to a replacement fee, without the prior written consent of the
Department, then the Design-Builder shall pay to the Department’s Contracting Officer
the amount set forth in the Project Information Section of this Agreement as
replacement fee and not a penalty, to reimburse the Department for its administrative
costs arising from the Design -Builder’s failure to provide the Key Personnel. The
foregoing replacement fee amount shall not bar recovery of any other damages, costs ,
or expenses other than the Department’s internal administrative costs.

Section 5.7.2.2 In addition, the Department shall have the right, to be
exercised in its sole discretion, to remove, replace, or to reduce the scope of services
of the Design -Builder in the event that a member of the Key Personnel has been
removed or replaced by the Design -Builder without the prior written consent of the
Department’s Contracting Officer . In the event , that the Department exercises the
right to remove, replace or to reduce the scope of services of the Design-Builder, the
Department shall have the right to enforce the terms of this Agreement and to keep -
in-place those members of the Design -Builder’s team not r emoved or replaced and
the remaining members shall complete the services required under this Agreement in
conjunction with the new members of the Design -Builder’s team approved by the
Department’s Contracting Officer.

Section 5.8 Qualified Personnel/Cooperation.
The Design-Builder shall employ on the Project only those employees and Subcontractors who
will work together in harmony and who will cooperate with one another on the Project. The
Design-Builder shall enforce strict discipline, good order , and harmony among its employees
and its Subcontractors and shall remove from the site any person who is unfit for the work or
fails to conduct herself or himself in a proper and cooperative manner. If the Department
requests the removal of any person as unfit or as having behaved inappropriately, the Design-
Builder shall promptly comply.
Section 5.9 Warranty.
The Design-Builder warrants to the Department that materials and equipment furnished under
the Project Documents will be of good quality and new unless otherwise required or permitted
by the Contract documents, that for the one (1) year period following the Substantial
Completion Date, the Work will be free from defects not inherent in the quality required or
permitted, and that the Work will conform to the requirements of the Contract documents. The
Design-Builder’s warranty excludes remedies for damage or defect caused by abuse,
modifications not executed by the Design -Builder, improper or insufficient maintenance,
improper operation, or normal wear and tear from normal usage. The Design-Builder shall use
commercially reasonable efforts to schedule a joint inspection of the Project during the eleventh
month after Substantial Completion is achieved. During such inspection, the Design -Builder
and a representative of the Department shall walk the Project to identify any necessary warranty
work
Section 5.10 Open Book Reporting.
The Design -Builder shall maintain an open-book reporting system with the Department,

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allowing the Department or its consultants access to the Design -Builder’s Subcontractors and
material suppliers, invoices, purchase orders, Change Order estimates, records for Self -
Performed Work, and other relevant Project documentation and sources of information
concerning the Work or costs. The Department shall not use its access to the Subcontractors
to give instructions or directions to them. All instructions or directions shall be given only to
the Design-Builder.
Section 5.11 Claims for Additional Time.

Section 5.11.1 Time is of the essence of this Agreement. The Project must be Substantially
Complete no later than the Substantial Completion Date set forth within the Project Information
Section above.
Section 5.11.2 The Design-Builder will perform the Work so that it shall achieve Substantial
Completion by the Substantial Completion Date. Unless the failure to achieve Substantial
Completion by the Substantial Completion Date is a result of an Excusable Delay, as defin ed
in Section 5.11.3, the delay shall be deemed Non-Excusable and the Design-Builder shall not
be entitled to an extension of time. Without limiting the generality of the foregoing, delays for
the following reasons shall be regarded as Non -Excusable and shall not entitle the Design -
Builder to an extension of time:
Section 5.11.2.1 Delays due to job site labor disputes, work stoppages, or suspensions
of work;
Section 5.11.2.2 Delays due to adverse weather, unless the Design-Builder establishes
that the adverse weather was of a nature and duration in excess of averages established
by data from the U.S. Department of Commerce, National Oceanic and Atmospheric
Administration for the Project locale for the ten (10) years preceding the effective date
of the Agreement. For purposes of this clause, whether shall only be deemed “adverse”
if the weather in question was more severe than that encountered at the Project site over
the last ten (10) years for the month in question. Such determinations shall be made
based on the number of rain/snow days or the cumulative precipitation total for the
month in question. Notwithstanding the foregoing, named storms shall conclusively be
deemed “adverse”;
Section 5.11.2.3 Delays due to the failure of the Design -Builder or Subcontractors or
material suppliers at any tier to perform in a timely or proper fashion, without regard to
concepts of negligence or fault; or
Section 5.11.2.4 Delays due to Site Conditions whether known or unknown as of the
effective date of the Agreement, foreseeable or unforeseeable at that time, naturally
occurring or man-made; provided, however, that delays due to differing Site Conditions
as permitted by Article 4, Section A of the Standard Contract Provisions (Construction
Contracts) or Hazardous Materials Remediation shall be deemed an Excusable Delay.
Section 5.11. 3 The Design -Builder shall be entitled to an adjustment in the Substantial
Completion Date due to an Excusable Delay. The term “Excusable Delay” shall mean:
Section 5.11.3.1 Delays due to adverse weather other than those that are classified as
a Non-Excusable delay in accordance with Section 5.11.2.2 of this Agreement;

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Section 5.11.3.2 Delays due to acts of God, war, unavoidable casualties, civil unrest,
and other similar causes of delay that are beyond the control of the Design -Builder;
provided, however, that in no event shall a Non -Excusable Delay or the action or
inaction of the Desi gn-Builder, or any of its employees, agents, Subcontractors or
material suppliers be deemed an Excusable Delay; or
Section 5.11.3.3 Delays caused by differing Site Conditions as permitted by Article 4,
Section A of the Standard Contract Provisions (Construction Contracts) or Hazardous
Materials Remediation as contemplated in Section 5.11.2.4 of this Agreement;
Section 5.11.3.4 Delays due to suspensions of work; or
Section 5.11.3.5 Delays caused by the Client Agency or separate contractors of the
Client Agency to the extent such delays are not concurrent with delays caused by the
Design-Builder or any of its employees, agents, subcontractors or material suppliers.
In addition to the foregoing, a delay shall be deemed to be an Excusable Delay only to
the extent that such delay : (i) warrants an extension in the Substantial or Final
Completion Date; (ii) has not been caused by the Design -Builder or any of its
employees, agents, Subcontractors or material suppliers; (iii) is on Project’s critical
path; and (iv) is in addition to any time contingency periods set forth in the critical path.
Section 5.11.4 If the Design -Builder wishes to make a claim for an adjustment in the time
allotted per the Project Schedule, written notice as provided herein shall be given. The Design-
Builder’s claim shall include an estimate of the cost and of the probable effect of delay on the
progress of the Work. In the case of continuing delay, only one claim is necessary.
Section 5.11.5 In no event shall the Design -Builder be entitled to an increase in the GMP or
the Design-Build Fee as a result of either an Excusable or Non -Excusable Delay; provided,
however, that to the extent that a delay is: (i) an Excusable Delay; (ii) of unreasonable duration;
(iii) caused solely by the Department; and (iv) not concurrent with any other delay, then the
Design-Builder shall be entitled to receive its actual costs, includi ng all direct and indirect
costs, bonds and insurances resulting from such extended duration. It is understood that the
Design-Builder shall not be entitled to any profit or home office overhead, including, but not
limited to, an increase in the Design -Build Fee, on any amounts to which the Design -Builder
may be entitled pursuant to the preceding sentence.
Section 5.12 Site Safety and Clean-Up.

Section 5.12.1 The Design-Builder will be required to provide a safe and efficient site, with
controlled access. As part of this obligation, the Design -Builder shall be responsible for
initiating, maintaining, and supervising all safety precautions and programs in connection with
the Project, and shall comply with the requirements set forth in Article 16, Section F of the
Standard Contract Provisions (Construction Contracts).
Section 5.12.2 Safety Plan. Prior to the start of construction activities, the Design-Builder shall
prepare a safety plan for the construction phase conforming to OSHA 29 CFR 1926 (such plan,
the “Safety Plan”). Pursuant to OSHA 29 CFR 1926, the Design -Builder shall provide all
employees with the necessary Personal Protective Equipment ( “PPE”) to comply with all
COVID-19 regulations, and shall additionally require anyone on site to comply with any PPE
requirements. This Safety Plan developed by the Design -Builder shall describe the proposed
separation and the specific nature of the safety measures to be taken including fences and

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barriers that will be used as well as the site security details. The Safety Plan will be submitted
to the Department and DCPS for their review and approval prior to the commencement of
construction. Once the Safety Plan has been approved, the Design -Builder shall comply with
it at all times during construction. The Design -Builder shall be required to revise the Safety
Plan as may be requested by the Department or DCPS at any time, including, but not limited
to, as necessary to address any new national or local COVID-19 regulations, recommendations,
or restrictions. The cost of revising and complying with the plan shall not entitle the Design -
Builder to an increase in the GMP. In the event the Design -Builder fails to provide the Safety
Plan, the Design-Builder will not be permitted to commence the Construction Phase until the
Safety Plan is submitted , and in no event shall any resulting delay constitute an Excusable
Delay. Additionally, the Design -Builder shall comply with the requirements of Article 27,
Section A of the Standard Contract Provisions (Construction Contracts).
Section 5.12.3 Safety Barriers/Fences. As part of its responsibility for Project safety, the
Design-Builder shall install such fences and barriers as may be necessary to separate the
construction areas of the site from those areas that are then being used by the Client Agency
for educational purposes. The Design -Builder shall describe in the Safety Plan the proposed
separation and the specific nature of the fences and barriers that will be used.
Section 5.12.4 Site Security. The Design-Builder shall be responsible for site security and
shall be required to provide such watchmen as are necessary to protect the site from unwanted
intrusion. Site Security shall be included in the Design-Builder’s General Conditions Cost.
Section 5.12.5 Exculpation. The right of the Department and Client Agency to comment on
the Safety Plan and the nature and location of the required fences and barriers shall in no way
absolve the Design-Builder from the obligation to maintain a safe site.
Section 5.12.6 Site Cleanliness. During the Agreement performance and/or as directed by the
Department’s Program Manager, as the installation is completed, the Design -Builder shall
ensure that the site is clear of all extraneous materials, rubbish, or debris.
Section 5.13 Workhours, Site Office, and Coordination with Client Agency and
Community

Section 5.13.1 Workhours. The Design-Builder shall comply with the Noise Ordinance and
neither it nor its subcontractors shall undertake work on the Project site other than at the times
and sound level permitted by the Noise Ordinance.
Section 5.13.2 Site Office. Throughout the Project, the Design -Builder shall provide and
maintain a fully-equipped construction office for the Project site. The Design-Builder shall, at
all times, provide and maintain a fully equipped construction office for DGS staff assigned to
the Project. The costs for these Site Office(s) shall be included as part of the Design-Builder’s
general conditions cost. The site office shall include at a minimum, working space for 2 DGS
staff members, a restroom, internet access, electricity, and climate control.
Section 5.13.3 Parking. The Design-Builder shall organize its work in such a manner so as to
minimize the impact of its operations on the surrounding community. To the extent that the
number of workers on the site is likely to have an adverse impact on neighborhood parking,
the Design-Builder shall develop a parking plan for those individuals working on the site that
is reasonably acceptable to the Department.

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Section 5.13.4 Wheel Washing Stations. The Design-Builder shall provide wheel washing
stations on -site so as to prevent the accumulation of dirt and other refuse on the streets
surrounding the Project site.
Section 5.13.5 Outreach Plan. The Design-Builder shall keep the Department informed of
the construction activities and their potential impact on the community and shall develop a
community outreach plan (the “Outreach Plan”). The Design -Builder shall submit the
Outreach Plan to the Department prior to its implementation which shall be subject to the
Department’s review and approval.
Section 5.13.6 Supervision. Throughout the Work, the construction office shall be managed
by personnel competent to oversee the Work at all times while construction is underway. Such
personnel shall maintain full -time, on -site construction supervision and provide daily
inspections, quality control, monitoring, coordination of various trades, record drawings, and
daily work log.
Section 5.14 Close-out & FF&E.

Section 5.14.1 Punchlist. Promptly before Substantial Completion, the Design-Builder shall
cause the Design-Builder’s Architect to develop a punchlist. Once the punchlist is prepared,
the Design-Builder shall inspect the work along with representatives from the Department. The
punch list shall be revised to reflect additional work items that are discovered during such
inspection. The Design-Builder shall correct all punchlist items no later than sixty (60) days
after Substantial Completion is achieved.
Section 5.14.2 Warranties & Manuals. The Design-Builder shall prepare and submit the
following Project documentation in accordance with the Turnover Manual: (i) a complete set
of product manuals (“O&M” or “Operation and Maintenance Manuals”), training videos, draft
and final warranties, etc.; (ii) attic stock; (iii) an equipment schedule; (iv) a proposed schedule
of maintenance for the new building; (v) environmental, health and safety documents for the
new building; and (vi) all applicable inspection certificates/permits (boiler, elevator,
emergency evacuation plans, health inspection, etc.) for the new building. No later than thirty
(30) days following Substantial Completion, the Design -Builder shall prepare and submit : (i)
a complete set of its Project files; and (ii) a set of record drawings, including BIM models. The
Design-Builder shall provide a maintenance and repair cost services report, which includes
conducting a 40 -year life cycle cost analysis, which incl udes a detailed list of replacement
costs, maintenance costs, an estimate of repair costs, anticipated energy costs, and a list of other
relevant life cycle costs.
Section 5.14.3 Eleven Month Walk. The Design-Builder shall use commercially reasonable
efforts to schedule a joint inspection of the Project during the eleventh month after Substantial
Completion is achieved. During such inspection, the Design -Builder and a representative of
the Department shall walk the Project to identify any necessary warranty work.
Section 5.14.4 Support for Initial Heating & Cooling Season. The Design-Builder and its
mechanical subcontractor shall provide support to the Client Agency and the Department
during system start -up and in initial operation for the first heating and cooling season after
Substantial Completion is achieved.
Section 5.14.5 Training. The Design-Builder shall provide training to Client Agency staff on
all of the building systems. The Design -Builder shall be required to schedule such training
sessions and shall use commercially reasonable efforts to ensure all such training occurs prior

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to Final Completion. All training shall be electronically recorded and turned over to the
Department for future use.
Section 5.14.6 The Design-Builder shall assist Client Agency in relocating 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. The GMP shall include an allowance and scope of
work for these activities. This allowance is in addition to cleaning services that would otherwise
be required by the Design -Builder, including, but not limited to, the obligation to deliver a
broom-clean building at the end of construction.
Section 5.15 Salvaged and Stored Items. The Design -Builder shall be responsible for
salvaging and storing all items as identified by the Department, and to the benefit of the
Department, in accordance with all applicable District laws and regulations, after notifying the
Department and receiving the Department’s permission to proceed.
Section 5.16 Protection of Existing Elements.
The Design -Builder shall protect all existing features, public utilities, and other existing
structures during construction. The Design -Builder shall protect existing, site improvements,
trees, and shrubs from damage during construction. Protection extends to the root systems of
existing vegetation. The Design -Builder shall not store materials or equipment, or drive
machinery, within the drip line of existing trees and shrubs.

Section 5.17 Sediment and Erosion Control.
The Design-Builder shall be responsible for installing sediment and erosion control measures
in accordance with DOEE guidelines , inclusive of, but not limited to: silt fencing, inlet
protection, stabilized construction entrances, and other control measures . The Design-Builder
shall be responsible for scheduling and coordination of DOEE Kick-Off Meeting.

Section 5.18 Quality Control.

Section 5.18.1 General Obligation. The Design-Builder shall be responsible for all activities
necessary to execute, manage, control, and document work for ensuring compliance with the
contract documents. The Design -Builder’s responsibility includes ensuring adequate quality
control services are provided by the Design -Builder’s employees, its subcontractors, vendors
& suppliers at all levels from concept to completion including site assessment -
investigations/discovery, schematic design development, preconst ruction, construction, and
closeout phases. All contract -related work activities and their implementation procedures
described within this quality control plan shall also address safety, measures to ensure
regulatory permit & code compliance, submittal man agement, change document
processing/incorporation, reporting, and all other functions necessary to achieve the highest
levels of quality during design and construction efforts. The Design-Builder’s Quality Control
(“QC”) Plan submittal must include stateme nts affirming compliance with DGS QC Program
requirements. These requirements describe design & construction phase stipulations driving
satisfactory integration of Definable Features of Work (“DFOWs”) identified by DGS as being
essential to overall Project success.
Section 5.18.2 Quality Control Plan. Within thirty (30) days after the NTP, the Design -
Builder shall develop a Quality Control plan for the Project (the “Quality Control Plan”). A
draft of the Quality Control Plan shall be submitted to the Department and shall be subject to
the Department’s review and approval. This draft shall comply with the guidelines and include
at a minimum, the necessary components for Quality Control Plan development described

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within the Department’s Quality Control Master Program (Exhibit U). 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, and hierarchical arrangement detailing ongoing, regular
interaction/coordination within the Design -Builder’s teams, duties/responsibilities of quality
control personnel, submittal procedures, schedule of spe cified inspection & testing
requirements, deficiency correction procedures, issues & conflicts resolution, RFI
documentation process, change management, as -built record-keeping of contract documents
and a listing of customized quality control procedures, t hat will be required to ensure key
elements of the Work are executed in conformance with design documents. Examples of a few
key elements that necessitate focused attention and involvement of competent agencies include
MEP-Energy systems startup/commission ing, security systems integration, and building
envelope multi-trade coordination. Mockup construction requirements must be incorporated
into the plan, in order to establish a minimum standard of acceptance by the Department, for
the Project’s most visible and critical structural -architectural building elements like CIP
concrete and exterior facades. The Quality Control Plan must clearly describe requirements
addressing the involvement of qualified personnel for critical building elements and any
delegated design features that require engineered solutions, backed by supporting analysis data.
The Quality Control Plan must clearly describe quality control measures such as using
Department’s Quality Control Master Program 3-phase checklists recommended to be
undertaken by both design & construction teams. Prior to the construction phase commencing,
the Design -Builder must advise the Department regarding the status of their drawing &
specification documents, from a percentage completion standpoint. For that matter, the design
phase quality control effort shall provide metrics to gauge whether the design documents –
drawings & specifications – are as complete as possible, prior to the Design-Builder’s
groundbreaking. DGS QC Program Design Phase Checklists include metrics to perform this
evaluation of design documents. Similarly, the Quality Control Plan must describe in detail
the quality control mechanisms proposed to be implemented by the Design -Builder for
ensuring adherence with design documents by way of minimal rework and maintai ning the
highest standards of construction. The Quality Control Plan must detail a description of any 3rd
parties suggested to be hired by the Department such as building envelope consultants and
commissioning agents.
Section 5.18.3 Implementation. During the Construction Phase, the Design -Builder shall
perform regular quality control inspections and create reports using the 3 -phase inspection
checklists included within the DGS Quality Control Master Program manuals based on such
inspections pursuant to the Quality Control Plan. The quality control reports with the 3-phase
Checklists shall be provided to the Department electronically on a monthly basis. The Design-
Builder shall incorporate a quality control section in the progress meetings to discus s
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 i ssues raised during the
month and outline the steps that are being used to address such issues. The following are the
components that must at a minimum be included within the monthly Quality Control report
submitted to DGS. All components must be updated r egularly, and current versions included
with monthly submissions to the Department.
a. A written narrative of Quality Control activities for the month supported by embedded,
cross-referenced photos. Should include 3-phase checklists compiled on a regular basis
as part of the Design-Builder’s ongoing quality control efforts.

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b. CPM updates and analysis reflecting the status of critical submittals affecting work
progress, elaborated further within the descriptive work narrative accompanying CPM
baseline schedule and subsequent, regular updates’ submissions to the Department.
c. Deficiency tracking log.
d. Test & Inspections log recording all related activities for the month and cumulative for
the Project. This must correspond to and cross -reference the Project’s testing &
inspections schedule described above with Section 5.18.2.
e. Submittal Schedule detailing the status of all Project submittals.
Section 5.19 Acceleration.
Subject to the terms of this Section, the Department shall have the right to direct the Design -
Builder to accelerate the Work if, in the reasonable judgment of the Department: (i) the
Design-Builder fails to supply a sufficiency of workers or to deliver the materials or equipment
with such promptness as to prevent the delay in the progress of the Work; or (ii) the progress
of the Work otherwise materially falls behi nd the projections contained in the then currently
approved Project Schedule. In the event that the Department or its Program Manager determine
that either of the events specified in the preceding sentence have occurred, the Department shall
provide the Design-Builder with written notice of such event and the Design -Builder shall be
required to p rovide the Department with a schedule recovery plan (“Recovery Plan”) that is
reasonably designed to address the concerns raised in such notice within three (3) days after
receipt of such notice. If the Department and the Design -Builder are unable to agre e on the
terms of the Recovery Plan within five (5) days after the issuance of the notice (i.e. within forty
eight (48) hours after the receipt of the proposed Recovery Plan), the Department shall have
the right to direct such acceleration as the Departmen t, in its reasonable judgment, deems
necessary. Provided Department complies with the notice provisions of this Section, the cost
of any acceleration directed under this Section shall not justify an adjustment to the GMP or
the Substantial Completion Date.
Given the nature of the Project and the fact that there is a fixed date upon which the Client
Agency plans to occupy the building, the Design -Builder hereby: (i) acknowledges that this
provision is a material inducement upon which the Department has relie d in entering into this
Agreement; and (ii) represents and warrants that it will include sufficient funding in the GMP
in order to comply with the requirements of this Section.
Section 5.20 Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right to direct the Design-
Builder to revise the provisions of the Quality Control Plan if, in the reasonable judgment of
the Department, the craftsmanship of the Work being installed fails to comply with generally
applicable industry standards, requirements set fo rth 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
determines that a Quality Control Event has occurred, the Department shall provide the Design-
Builder with written notice of the occurrence of such Quality Control Event and the Design -
Builder shall be required to provide the Department with a corrective action plan that is
reasonably designed to address the concerns raised in such notice within three (3) days after
receipt of such notice (each instance, a “Corrective Action Plan”). If the Department and the
Design-Builder are unable to agree on the terms of the Corrective Action Plan within five (5)
days after the issuance of the notice (i.e. within forty-eight (48) hours after the receipt of the
proposed corrective action plan), the Department shall have the right to direct such corrective

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action measures as the Department, in its reasonable judgment, deems necessary. Such
directive may include adjustments to the procedural provisions set forth in the Quality Control
Plan and/or may impose additional requirements on the manner in which Work is being
performed. Provided the Department complies with the notice provisions of this Section, the
cost of any such corrective action directed under this Section shall not justify an adjustment to
the GMP or the Substantial Completion Date.
Section 5.21
a. Use of Department’s Electronic Project Management Information System
(ProjectTeam). The Design-Builder shall utilize the Department’s current project
management software, ProjectTeam, to submit any and all Project documentation
required to be provided by the Design-Builder for the Project, including, but not limited
to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv)
invoices/applications for payment (full package including all forms required by DGS);
(v) certified payrolls (in addition to upload via LCP Tracker); (vi) drawings and
specifications; (vii) GMP and any Submissions that require approval by DC Council ;
(viii) punchlist; and (ix) other Project documents as may be designate d by the
Department.

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

b. Invoice Submittal. The Design-Builder shall create and submit payment requests in an
electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The
Design-Builder shall submit proper invoices on a monthly basis. To constitute a proper
invoice, the Design-Builder shall enter all required information into the Portal after
selecting the applicable purchase order number which is listed on the Design-Builder’s
profile.
Section 5.22 Conformance with Laws.
It shall be the responsibility of the Design -Builder to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all applicable statutes, laws,
codes, ordinances, regulations, rules, requirements, orders, and policies of governmental
bodies, including, without limitation, the U.S. Government and the District of Columbia
government; and it is the sole responsibility of the Design -Builder to determine the
Procurement Regulations, statutes, laws, codes, ordinances, regulatio ns, rules, requirements
and orders that apply and their effect on the Design -Builder’s obligations thereunder. Given
the requirements for the Project, the Department may, at its sole discretion : (i) apply for
variance to the requirement of adhering to the Green Building Act on the Project ; and (ii)
consider deferring the scope of work associated with stormwater management to a later phase
of the Project.
Section 5.23 Licensing, Accreditation, and Registration
The Design-Builder and all of its subcontractors and subconsultants (regardless of tier) shall
comply with all applicable District of Columbia, state, and federal licensing, accreditation, and
registration requirements and standards necessary for the perfo rmance 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.

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Section 5.24 Construction Phase Deliverables.
The deliverables set forth in Exhibit C are required during the Construction Phase
Section 5.25 Close-Out Deliverables.
The deliverables set forth in Exhibit N are required during the Project’s Close -Out and prior
to Final Payment, as set forth in Section 10.12 and below

Article 6 - DESIGNATED REPRESENTATIVES
Section 6.1 Department’s Designated Representative.
The Department designates the individual(s) identified in Exhibit I as its representative with
express authority to bind the Department with respect to all matters requiring the Department’s
approval or authorization. Subject to the limitations on their authority specified in Exhibit I,
these representative(s) shall have the exclusive authority to make decisions on behalf of the
Department concerning estimates and schedules, construction budgets, changes in the Work,
and execution of Change Orders , Contrac t Modifications or Change Directives, and shall
render such decisions promptly and furnish information expeditiously, so as to avoid
unreasonable delay in the services or performance of the Work of the Design-Builder. In order
for the Department to effectively manage th e Project and assure that the Design -Builder does
not receive conflicting instructions regarding the Work, the Design -Builder shall promptly
notify the Department’s representative upon receiving any instructions or other communication
in connection with the Design-Builder’s Work from any employee of the Department or other
purported agent of the Department other than the Department’s designated representative.
Section 6.2 Design-Builder’s Designated Representative.
The Design-Builder designates the individual(s) identified in Exhibit H as its representative
with express authority to bind the Design -Builder with respect to all matters requiring the
Design-Builder’s approval or authorization. In addition, the Department retains the right to
approve candidates to serve as on -site personne l in accordance with each candidate’s
experience with similar projects and local marketplace conditions. Once approved, individuals
cannot be changed without the Department’s prior app roval. During the entire term of the
Agreement, it is agreed that the Design -Builder’s designated representative will devote his or
her time exclusively to the Project, unless the Department consents to a reduction in time. All
services provided by the Design -Builder shall be performed in accordance with the highest
professional standards recognized and adhered to by design-builders that build first-class state-
of-the-art buildings and projects that are similar to the Project in large urban areas.

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

The Department shall compensate and make payments to the Design -Builder for design
services in accordance with this Article 7 and Article 10. For design services, including
construction administration services provided during the construction phase, the Design -
Builder’s compensation shall not exceed the amount set forth in the Project Information Section
of this Agreement (the “Design Fee”).
Section 7.2 Payments

Section 7.2.1 Payments for Design & Preconstruction Phase Services shall be made monthly
over the anticipated duration of the Design & Preconstruction Phase following presentation
and acceptance of the Design -Builder’s invoice and shall be in proportion to services
performed. In no event, however, will the aggregate of the Design-Builder’s monthly invoices
for Design & Preconstruction Phase Services exceed the Preconstruction Fee plus the Design
Fee.
Section 7.2.2 Payments are due and payable in accordance with Article 12 of this Agreement.
Amounts unpaid after the date of which payments are due shall bear interest in accordance with
the Quick Payment Act.

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7
Article 8 - COMPENSATION FOR CONSTRUCTION PHASE SERVICES
Section 8.1 Compensation.

The Department shall compensate and make payments to the Design-Builder for Construction
Phase Services in accordance with this Article 8 and Article 10. For the Construction Phase
Services, the Design -Builder’s total compensation shall be as set forth in the Project
Information Section of this Agreement (the “Design -Build Fee”). The Design-Builder
acknowledges and agrees that the percentage of the total amount of the Design-Build Fee set
forth in the Project Information Section of this Agreement is at risk (the “At-Risk Portion”),
and the Design-Builder shall only be entitled to the At-Risk Portion as set forth below. Unless
and until the Design-Builder’s entitlement to any subset of the At-Risk Portion is determined
by the Department, the Design-Builder shall only be entitled to bill for the portion of the
Design-Build Fee that is not at risk (the “Base Design-Build Fee”). The Design-Build Fee
shall be billed in accordance with Article 10, to be paid in equal monthly installments over the
anticipated duration of the Construction Phase. To the extent that the duration of the
Agreement is extended, the then remaining amounts of the Design-Build Fee will be re -
allocated such that the then-existing portion of the Design-Build Fee shall be evenly spread
over the then remaining duration of the Construction Phase.
Section 8.1.1 Award Fee Pool. The At-Risk Portion shall be used to establish and fund an
award fee pool (“the Award Fee Pool”). Within sixty (60) days after approval and fully
execution of this Agreement, the Department shall appoint a committee that will determine
entitlement to those portions of the Award Fee Pool so designated below (such committee, the
“Award Fee Evaluation Committee”). The Award Fee Evaluation Committee will consist of:
(i) the Department’s Deputy Director for Capital Construction or their designee; (ii) DCPS Chief
of Facilities or its designee; (iii) DGS Contracting Officer or their designee; (iv) DGS Capital
Construction representative; and (v) DCPS Facilities representative. Committee members shall
not include an individual who has day-to-day interactions or involvement on the Project, or an
individual who is presently involved in an active project with the Design-Builder.
Section 8.1.2 The Design-Builder may earn the At-Risk Portion of the Design-Build Fee in
accordance with Exhibit R.
Section 8.2 Lump Sum General Conditions Cost.

The Lump Sum General Conditions Cost shall be the amount paid by the Department for those
costs described in Section 9.2. The Lump Sum General Conditions Cost shall not be increased
or decreased as a result of change orders or change directives unless such changes extend the
duration of the Project beyond the time identified in Section 1.22. To the extent the Design -
Builder incurs General Conditions costs in excess of the Lump Sum General Conditions Cost,
the Design-Builder shall not be entitled to reimbursement for such amounts. In such an event,
the Design-Builder shall be required to adequately staff the Project.
Section 8.3 Initial Not-to-Exceed Amount.
Unless and until the GMP Amendment is executed and approved by the Council for the District
of Columbia, this Agreement shall have an initial not -to-exceed amount as set forth in the
Project Information Section of this Agreement (the “Initial NTE”) as further described in
Exhibit X. In no event shall the Design -Builder be entitled to recover more than the Initial
NTE unless the Design-Builder is authorized to exceed the Initial NTE by the Department in

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advance and in writing. Prior to expending or committing any portion of the Initial NTE, the
Design-Builder shall obtain the Department’s written approval of such expenditure or
commitment, as well as a determination as to whether the work will qualify as a “capital”
expense under the Department’s financial guidelines to the extent capital money is to be
expended. In making such a request, the Design -Builder shall submit an itemized breakdown
of the work that the Design -Builder seeks to release using fund s from the Initial NTE as well
as the associated costs of such work.
Section 8.4 Project Budget.
The Department has established the Project Budget as set forth in the Information Section of
this Agreement. When the GMP is established, such GMP shall not exceed the Project Budget,
and such GMP shall include any and all amounts which may be due to the Design -Builder
pursuant to this Agreement. In no event shall the Design -Builder be entitled to recover more
than the GMP unless the Design-Builder is authorized to exceed the GMP by the Department
in advance and in writing. The Design -Builder shall inform the Department’s Contracting
Officer at least fifteen (15) calendar days in advance, if the Design -Builder encounters any
foreseen or unforeseen project -related events, which might reasonably affect : (i) existing
Project Budget; or (ii) DC council-authorized appropriations.
Section 8.5 No Adjustments to Fee.
It is the Department’s intent to engage the Design -Builder to develop a GMP that meets the
programmatic requirements set forth in Exhibit A 1 by the Client Agency and the Project
Budget as set forth herein (i.e. designed to budget), to allow for Substantial Completion of the
Work to be achieved no later than the Substantial Completion Date. The Design-Builder shall
be entitled to an adjustment to the Design-Build Fee at the time the GMP is established to the
extent, and only to the extent, that: (i) the Department makes additions to the scope that, when
measured relative to the program, ca use the GMP to exceed the Design -Builder’s original
concept estimate by more than five percent (5%); or (ii) the Department makes additions to the
scope provided for herein which (other than for punchlist or warranty work) which requires the
Design-Builder’s services at the Project to extend 30 days or more beyond the Substantial
Completion Date. With regard to Change Orders issued after the GMP is established, and in
accordance with Section 18.8, the Design-Builder shall be entitled to an increase in the Design-
Build Fee to the extent, and only to the extent, that: (i) the Department has added a new
programmatic element to the Project; or (ii) the Department made additions to the GMP scope
which (other than punchlist or warranty work) require the Design -Builder’s services at the
Project to extend 30 days or more beyond the Substantial Completion Date.
Section 8.6 Reserved

Section 8.7 Direct Cost of Work
“Direct Cost of the Work” shall mean labor, material , and other costs reasonably and
necessarily incurred in the proper performance of the Work as approved by the Department
and shall include, but not be limited to:

Section 8.7.1 Labor. Payment will be made for direct labor costs plus indirect labor costs such
as insurance, taxes, fringe benefits and welfare provided such costs are considered reasonable.
Indirect costs shall be itemized and verified by receipted invoices. If verification is not possible,
up to five percent (5%) of direct labor costs may be allowed.
Section 8.7.2 Rented Equipment. Payment for required equipment rented from an outside
company that is neither an affiliate of nor a subsidiary of, the Design-Builder will be based on

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

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Article 9 - COST OF THE WORK FOR CONSTRUCTION PHASE
Section 9.1 Cost of the Work.
The term “Cost of the Work” shall mean the costs necessarily incurred by the Design -Builder
in the proper performance of the Work and shall include only the following:
Section 9.1.1 Payments made by the Design -Builder to Subcontractors and suppliers, other
than design subconsultants, but only in accordance with the subcontracts and supply
agreements;
Section 9.1.2 Payments made by the Design -Builder to its design consultants and sub-
consultants; provided, however, that the Design -Builder shall not be reimbursed for the costs
of design services and construction administration services in excess of the Design Fee;
Section 9.1.3 All amounts due to the Design -Builder under the terms of the Department's
written authorization for the Design -Builder to perform any portion of the Work as Self -
Performed Work. If authorization for the Design -Builder to engage in Self -Performed Work
is not on a fixed-price basis, then, as to that Work, the following costs shall be within the Cost
of the Work:
a. Labor. Properly documented wages actually paid to Project foremen, construction
workers, and other personnel in the direct employ of the Design-Builder, while engaged
in approved Self -Performed Work, together with contributions, assessments, payroll
taxes, or fringe benefits requir ed by the laws or applicable collective bargaining
agreements.
b. Incorporated Materials. The cost, net of trade discounts, of all materials, products,
supplies, and equipment incorporated into the Self-Performed Work, including, without
limitation, costs of transportation and handling.
c. Unincorporated Materials. The cost of materials, products, supplies, and equipment
not actually installed or incorporated into the Self -Performed Work, but required to
provide a reasonable allowance for waste or spoilage, subject to the Design -Builder’s
agreement to turn unused excess materials over to the Department at the completion of
the Project or, at the Department’s option, to sell the material and pay the proceeds to
the Department or give the Department a credit in the amount of the proceeds against
the Cost of the Work.
Section 9.1.4 Royalty and license fees paid for use of a design, process, or product if its use is
required by this Agreement or has been approved in advance by the Department;
Section 9.1.5 Fees for obtaining all required approvals or permits associated with any
abatement, demolition, utilities abandonment, and utility relocation (including utility
connection fees), including any and all building and/or trade permits fees;
Section 9.1.6 All performance and payment bonds and general liability insurance. The
Department may, in its sole discretion, allow the Design -Builder to recover the costs of
subcontractor default insurance at a mutually agreed-upon rate in lieu of trade level bonds,
provided that such insurance be approved by the Department in advance and after being
presented with a cost-benefit analysis of such use;

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Section 9.1.7 All fees and other costs necessarily incurred to carry out testing and inspection
required by the Agreement or applicable laws, or otherwise to maintain proper quality
assurance. The costs the Design -Builder incurs to schedule and coordinate any additiona l
testing and inspections the Department may decide to conduct itself shall be within the Cost of
the Work unless the additional testing establishes that the Work tested was defective or
otherwise failed to satisfy requirements set forth in the Agreement, in which case the Design-
Builder shall pay the costs, without reimbursement;
Section 9.1.8 All bonds to jurisdictional agencies (utilities, stormwater management, land
disturbance, and grading);
Section 9.1.9 The Lump Sum General Conditions Cost; and
Section 9.1.10 Costs of repairing or correcting damaged or nonconforming Work executed by
the Design-Builder’s Architect , or Design -Builder’s other consultants, Subcontractors , or
suppliers, provided that such damaged or nonconforming Work was not caused by negligence
or failure to fulfill a specific responsibility of the Design -Builder, and only to the extent that
the cost of repair or correction is not recoverable by the Desig n-Builder from insurance,
sureties, subcontractors or suppliers. It is understood that the cost of repairing, correcting
damaged or nonconforming Work that was Self -Performed shall not be reimbursable in any
event.
Section 9.2 Lump Sum General Conditions Cost.
The Contractor shall propose a lump sum amount for the General Conditions Cost, and this
lump sum amount shall be the extent of what the Design -Builder is entitled to recover for the
cost of General Conditions (such cost, the “Lump Sum General Conditions Cost”). The Lump
Sum General Conditions Cost shall not be increased or decreased as a result of Change Orders
or Change Directives unless such changes: (i) extend the duration of the Project beyond the
time identified in Section 1.22; and (ii) the Design-Builder can demonstrate to the satisfaction
of the Department that such additional General Conditions costs are necessary and not due to
any fault of the Design-Builder, its subcontractors, materialmen, consultants or anyone making
claims thereunder. To the extent the Design-Builder incurs General Conditions Costs in excess
of the Lump Sum General Conditions Cost, the Design -Builder shall not be entitled to
reimbursement for such amounts unless the Department authorizes, by written Contract
Modification, an increase to the Lump Sum General Conditions Cost. Nonetheless, in such an
event, if the Design Builder exceeds the Lump Sum General Conditions Cost, the Design -
Builder shall continue to be required to adequately staff the Project and provide all
Construction Ser vices. General Conditions shall not be billed till site mobilization has
commenced unless prior authorization is given by the Department, in writing. General
Conditions shall include, but are not limited to:
a) Cost of construction staff;
b) Fringe Benefits associated with construction staff;
c) Payroll taxes and payroll insurance associated with construction staff;
d) Staff costs associated with obtaining permits and approvals;
e) Out-of-house consultants, including, but not limited to, permit expeditors, safety
managers, estimators and schedulers;
f) Job vehicles;
g) The field office(s) for the Design -Builder and Department, including, but not limited
to: (i) trailer purchase and/or rental; (ii) field office installation, relocation and removal;
(iii) utility connections and charges during the Construction Phase; (iv) furniture; (v)
office supplies;

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h) Office equipment including, but not limited to: (i) computer hardware and software; (ii)
fax machines; (iii) copying machines; (iv) voice/data system installation and use
charges; (v) job radios;
i) Local delivery and overnight delivery costs;
j) Field computer network;
k) First aid facility;
l) Printing cost for drawings, bid packages, etc.;
m) BIM Cost (software, seats, hardware);
n) Parking costs for the construction staff;
o) Salting sidewalks and shoveling snow on sidewalks that surround the site; and
p) Exterior site fencing, fence wrapping and construction signage per DGS Standards.
q) Site security, as explained in Section 15.12.4.

Section 9.3 Costs Not to Be Reimbursed.
All costs not specifically listed in Section 9.1 as being within the Cost of the Work are excluded
from the Cost of the Work and shall not be reimbursable. In particular, but without limitation,
the Cost of the Work does not include any of the following:
a) Any personnel or labor costs other than those provided for in Section 9.1.3 (a).
b) Fees for any permits or licenses the Design -Builder requires to conduct its general
business operations.
c) Capital expenses and interest on capital employed for the Work.
d) The cost of home or regional offices, it being understood that compensation for such
costs included in the Design-Build Fee.
e) Sales or use taxes unless the Design -Builder establishes that applicable law required
payment of such taxes.
f) Costs due to the errors or omissions of the Design -Builder or its subcontractors or
suppliers at all tiers, negligent or otherwise.
g) Costs dues to breach of Contract by the Design-Builder or its subcontractors or material
suppliers at all tiers, including, without limitation, costs arising from defective or
damaged work or its correction, disposal of materials or equipment erroneously
supplied, and repairs to property damaged by the Design -Builder or its subcontractors
or material suppliers at all tiers.
h) Any costs incurred in performing work of any kind before Preconstruction NTP unless
specifically authorized by the Department in advance and in writing.
i) Direct or indirect costs of any kind, except those expressly included in Section 9.1.

Section 9.4 Discounts, Rebates, And Refunds.

Section 9.4.1 Cash discounts obtained on payments made by the Design -Builder shall accrue
to the Department if: (i) before making such payment(s), the Design-Builder included them in
an Application for Payment and received payment therefor from the Department; or (ii) the
Department has deposited funds with the Design-Builder with which to make such payment(s).
All other cash discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds
and amounts received from sales of surplus materials and equipment shall accrue to the
Department, and the Design -Builder shall make provisions so that such amounts c an be
secured.
Section 9.4.2 Amounts that accrue to the Department in accordance with the provisions of
Section 9.4.1 shall be credited to the Department as a deduction from the Cost of the Work.

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Section 9.5 Facilitating Tax Exempt Purchases.
The Department expects that the Project will qualify as tax -exempt under applicable laws.
Upon request, the Department will provide the Design-Builder with the necessary information
relating to the tax exemption. In the event that any savings are attributable to the tax -exempt
status of the Project, the Design-Builder shall not be entitled to share in such savings.
Section 9.6 Accounting Records.
The Design-Builder shall keep full and detailed accounts and exercise such controls as may be
necessary for proper financial management under the Agreement. The Design -Builder’s
accounting and control systems shall be satisfactory to the Department. The D epartment, its
representatives, and the Department’s accountants shall be afforded access to the Design -
Builder’s records, books, correspondence, instruction, drawings, receipts, subcontracts,
purchase orders, vouchers, memoranda, and other data relating to this Project, and the Design-
Builder shall preserve such Project documentation relating to the Project for a period of three
years after final payment, or for such longer period as may be required by law.
Section 9.7 Excluded Cost Elements.
It is the Department’s intent that the Design -Builder provides a turn -key solution for the
implementation of the Project, and the budget set herein has been developed based on such a
framework. The Design-Builder shall advance the Project in a manner consistent with the such
budget and the understanding that only the commissioning cost element is excluded from the
budget set forth herein.

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Article 10 - CONSTRUCTION PHASE PAYMENTS
Section 10.1 Progress Payments.
The Design -Builder shall be compensated in a series of progress payments and a Final
Payment, for Work completed in accordance with the Agreement, and for which proper
Applications for Payment have been submitted and approved. The amount of each progress
payment shall be as follows:
The Cost of Work completed to date
Plus Cost of Work for Pay Period x 60% Design-Build Fee
Current approved estimated.
Cost of Work through Final Completion
Plus Any subset of the Design -Build Fee to which the Department has determined
the Design-Builder to be Entitled
Minus Applicable retainage
Minus Amounts previously paid by the Department
Section 10.2 Retention.
The Department shall withhold from each progress payment an amount equal to ten percent
(10%) of the payment related to : (i) each Subcontract and supply agreement; (ii) the
Preconstruction Fee; (iii) Design-Build Fee; (iv) General Conditions Costs; and (v) the Cost of
the Work-related to each item of Self-Performed Work, until such time as fifty percent (50%)
of the then currently budgeted cost associated with each such item has been invoiced, at which
point the Department may cease retaining against such item; provided, however, that retention
shall not be held on the costs of bonds, insurances, and those elements of the gener al
requirements which consist of a single, insolated effort such as dumpster disposal and safety
carpentry. The Department at its sole and absolute discretion may elect to increase the retention
of any trade Subcontractor up to ten percent (10%), in the event the Department determines
that the situation so warrants. The Department also in its sole and absolute discretion, may
elect to reduce the retainage relating to a particular trade Subcontracto r, or the Cost of the
Work-related to a specific item of S elf-Performed Work to zero upon: (a) satisfactory
completion of such Work; (b) submission of all required warranties, certifications, and
operating or maintenance instructions with respect to that Work; and (c) execution of
appropriate waivers of lien and releases of claims. However, in no event shall the total
retainage held by the Department be reduced to an amount that is less than two and one -half
percent (2.5%) of the GMP.
Section 10.3 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

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of sale. Payment for stored materials shall be conditioned also on the Design -Builder’s
representation that it has inspected the material and found it to be free from defect and
otherwise in conformity with this Agreement, and on satisfactory evidence tha t the materials
are insured under the builder’s risk policy. Further, if the Design -Builder requests the
Department to allow payments for storage of materials offsite, the Design -Builder shall be
required, inter alia, to agree to the execution of proper P roject documentation to afford the
Department a secured interest in the materials upon payment.
Section 10.4 Design-Builder’s Certification.
Each Application for Payment shall be accompanied by the Design -Builder's signed
certification that:
Section 10. 4.1. all amounts paid to the Design -Builder on the previous Application for
Payment that were attributable to Subcontractor Work or to materials or equipment being
supplied by any supplier have been paid over to the appropriate Subcontractors and suppliers;
Section 10. 4.2. that all amounts currently sought for Subcontractor Work or supply of
materials or equipment are currently due and owing to the Subcontractors and material or
equipment suppliers;
Section 10.4.3. that all Work, materials or equipment for which payment is sought is, to the
best of the Design-Builder's knowledge, free from defect and meets all of the requirements set
forth in the Agreement;
Section 10. 4.4. that the Design -Builder’s subcontracts include the clauses required by
subparagraphs (1) through (4) of D.C. Official Code §2-221.02(d) (2017); and
Section 10.4.5. The Design-Builder shall not include in an Application for Payment amounts
for Work for which the Design-Builder does not intend to pay.
Section 10.6 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 K for the
Design-Builder and all Subcontractors and material suppliers at all tiers who have supplied
labor or material or both for which payment is requested, subject only to the receipt of payment.
If the Department so requests, the Design -Builder shall also submit unconditional waivers of
liens for itself and all Subcontractors and material suppliers at all tiers with respect to Work or
materials or equipment for which payment has been previously made, and additional forms of
waiver acknowledging receip t of final payment under the Agreement , and providing final
release of such liens.
Section 10.7 Warranty of Title.
By submitting an Application for Payment, the Design-Builder warrants to the Department that
title to all Work for which payment is sought will pass to the Department, without liens, claims,
or other encumbrances, upon the receipt of payment by the Department. The Department may
require the execution of appropriate Project documents to confirm the passage of a clear title.
Passage of title shall not operate to pass the risk of loss with respect to the Work in question.
Risk of loss remains with the Desig n-Builder until Substantial Completion, unless otherwise
agreed by the Department, in writing.

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Section 10.8 Submission.
On the twenty -fifth day of each month , the Design-Builder shall submit to the Department
(with a copy to the Program Manager) an Application for Payment, which Application for
Payment shall cover the entire month during which the Application for Payment is submitted.
All amounts formally subm itted via Application for Payment and not disputed by the
Department shall be due and payable on the last day of the month following submission or, if
that is not a business day, on the following business day. If the Design-Builder and Department
are unable to agree on the amounts properly due and owing, the Department shall pay in
accordance with its good faith determination , and the Design-Builder may protest and pursue
a claim as provided in this Agreement and the Standard Contract Provisions (Construction
Contracts and Architectural and Engineering Services Contracts).
Section 10.9 Right to Withhold Payments.
The Department will notify the Design -Builder within fifteen (15) days after receiving any
Application for Payment of any defect in the Application for Payment or the Design-Builder’s
performance which may result in the Department’s declining to pay all or a part of the requested
amount. The Department may withhold payment from the Design -Builder, in whole or part,
as appropriate, if:
Section 10.9.1 the Work is defective and such defects have not been remedied; or
Section 10.9.2 the Department has determined that the Design -Builder’s progress has fallen
behind the Project Schedule, and the Design-Builder fails, within ten (10) calendar days of the
Department’s written demand, to provide the Department with a realistic and accept able
Recovery Plan in accordance with Section 5.19; or
Section 10.9.3 the Design-Builder's monthly schedule update reflects that the Design -Builder
has fallen behind the Project Schedule, and the Design -Builder fails to include, in the same
monthly report, a realistic and acceptable Recovery Plan in accordance with Section 5.19; or
Section 10.9.4 the Design-Builder has failed to provide reports in full compliance with Section
5.5 of this Agreement; or
Section 10.9.5 the Design-Builder has failed to pay Subcontractors or suppliers promptly or
has made false or inaccurate certifications that payments to Subcontractors or suppliers are due
or have been made; or
Section 10.9.6 any mechanic’s lien has been filed against the Department, the site or any
portion thereof or interest therein, or any improvements on the site, even though the
Department has paid all undisputed amounts due to the Design -Builder, and the Design -
Builder, upon notice, has failed to remove the lien, by bonding it off or otherwise, within ten
(10) calendar days; or
Section 10.9.7 the Department has reasonable evidence that the Work will not be completed
by the Substantial Completion Date, as required, that the unpaid balance of the GMP would
not be adequate to cover actual or liquidated damages arising from the anticipated delay; or
Section 10.9.8 the Department has reasonable evidence that the Work cannot be completed for
the unpaid balance of the GMP; or
Section 10.9.9 the Design -Builder is otherwise in substantial breach of this Agreement
including, without limitation, failures to comply with LSDBE Utilization requirements or;

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Section 10.9.10 the Application for Payment is incomplete, unsubstantiated , and/or does not
contain sufficient documentation for evaluation by the Contracting Officer.
Section 10.10 Payment Not Acceptance.
Payment of any progress payment or final payment shall not constitute acceptance of Work
that is defective or otherwise fails to conform to the Agreement or a waiver of any rights or
remedies the Department may have with respect to defective or nonconforming Work.
Section 10.11 Department Not Obligated to Others.
The Department shall have no obligation to pay or be responsible in any way for payments to
a consultant or subcontractor performing portions of the Work.
Section 10.12 Final Payment.
A final payment (“Final Payment”) shall be made by the Department to the Design -Builder
when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section 5.14,
and Exhibit N have been delivered to and are accepted by the Department; (iii) the Design -
Builder provides the Department a complete set of product manuals (O&M), training videos,
and warranties, as applicable; and (iv) a complete final Application for Payment and a fi nal
accounting for the Cost of the Work has been submitted by the Design-Builder and reviewed
by the Department and, to the extent the Department determines appropriate, the Department’s
accountants. The Department shall make the Final Payment not more than thirty (30) days
after the Department verifies the amount of the final payment set forth in a complete final
Application for Payment.
Section 10.12.1 The amount of the Final Payment shall be calculated as follows:

Section 10.12.1.1 Take the sum of the Cost of the Work substantiated by the Design -
Builder’s final accounting and the Design-Build Fee; but not more than the GMP.

Section 10.12.1.2 Subtract amounts, if any, for which the Department withholds
pursuant to the Agreement.
Section 10.12.1.3 Subtract the aggregate of previous payments made by the
Department. (If the aggregate of previous payments made by the Department exceeds
the amount due the Design -Builder, the Design -Builder shall promptly reimburse the
difference to the Department).
Section 10.12.1.4 The Final Payment shall take into account any savings accruing to
the Department or the Design-Builder.
Section 10.12.1.5 The Department will review and report in writing on the Design -
Builder’s final accounting within 30 days after delivery of the final accounting to the
Department by the Design-Builder. Based upon the Department’s determination of the
Cost of the Work, and provided the other conditions of Section 10.12.1 have been met,
the Department will, within fifteen (15) days after the Department’s determination,
notify the Design -Builder of any amount that the Department will withhold and the
reasons therefor. The time periods stated in this Section 10.12.1.5 supersede those for
typical progress payments.
Section 10.12.1.6 If the Department determines that the Cost of the Work is other than
that claimed by the Design-Builder, the Design-Builder shall be entitled to proceed in
accordance with Article 3 of the Standard Contract Provisions (Construction

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

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Article 11 - INSURANCE
A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of
insurance specified below. The Contractor shall submit a Certificate of Insurance to
the Contracting Officer (CO) gi ving evidence of the required coverage prior to
commencing performance under this contract. In no event shall any work be performed
until the required Certificates of Insurance signed by an authorized representative of
the insurer(s) have been provided to, and accepted by, the CO.

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

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

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

2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory
to the CO of commercial (business) automobile liability insurance written on ISO form
CA 00 01 10 13 (or another form with coverage at least as broad and approved by the
CO in writing) including covera ge for all owned, hired, borrowed and non -owned
vehicles and equipment used by the Contractor in connection with work under this
agreement, with a minimum combined single limit of $1,000,000 for bodily injury or
death and property damage, including loss of use thereof. Such policy or policies of
automobile liability insurance shall be written on an "occurrence" (as opposed to a
"claims made") basis.

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

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

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

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

Employer’s Liability Insurance - The Contractor shall provide evidence satisfactory
to the CO of employer’s liability insurance as follows: $500,000 per accident for injury;
$500,000 per employee for disease; and $500,000 for policy disease limit.
The Workers Compensation and Employers Liability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District of
Columbia.
b) Where applicable, include United States Longshore and Harbor Workers
Compensation Act (USL&H)
c) Where applicable, include Jones Act Coverage for seamen or crew members on
an “if any” basis.

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

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

6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits of $10,000,000 per occurrence and $10,000,000 in the annual
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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 o r
reinsurance maintained by The Government of the District of Columbia and the “other
insurance” provision must be amended in accordance with this requirement and
principles of vertical exhaustion.

7. Crime Insurance (3rd Party Indemnity) - The Contractor shall provide a Crime
policy including 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 $10,000 per occurrence.

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

The Contractor also must furnish to the CO Owner certificates of insurance evidencing
environmental liability insurance maintained by third party transportation and disposal
site operators(s) used by the Contractor for losses arising from facility(ies) acc epting,
storing or disposing hazardous materials or other waste as a result of the Contractor’s
operations. Such coverages must be maintained with limits of at least the amounts set
forth above.
The Environmental Liability policy shall be further endorsed to include The
Government of the District of Columbia as an Additional Insured.
9. Employment Practices Liability - The Contractor shall provide evidence satisfactory
to the CO with respect to the operations performed to cover the defense of claims arising
from employment related wrongful acts including but not limited to: Discrimination,
Sexual Harassment, Wrongful Termination, Workplace Torts, "Bullying" in "any
location" and "by any means," including the Internet , whether between employees of
contractor or against third parties. Employment Practices Liability coverage must
specifically state Third Party Liability coverage is included. Contractor will indemnify
and defend The Government of the District of Columbia should it be named co -
defendant or be subject to or party of any claim. Coverage shall also extend to
Temporary Help Firms and Independent Contractors hired by Contractor. The policy
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shall provide limits of not less than $1,000,000 for each wrongful act and $2,000,000
annual aggregate for each wrongful act.

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

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

Construction Projects Controlled by the District

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

Builders Risk – The District shall purchase and maintain, in a company authorized to
do business in the jurisdiction in which the project is located, builders risk insurance,
written on an “all risk”, special causes of loss or equivalent form. Builders risk coverage
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 deductible for Joisted Masonry construction is $50,000.

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.

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C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Contractor for work under this agreement shall
be required to have the same insured required of Contractor. Should the Contractor
wish to propose different insurance requirements than outlined below, then, prior to
commencement of work by the subcontractor, the Contractor shall submit in writing
the name and brief description of work to be performed by the subcontractor on the
Subcontractors Insurance Requirement Template provided to the Office of Risk
Management (ORM). ORM will determine the insurance requirements applicable to the
subcontractor and promptly deliver such requirements in writing to the Contractor. In
either instance, the Contractor must provide proof of the subcontractor's required
insurance prior to commencement of work by the subcontractor.
D. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution from
any other insurance, reinsurance or self-insurance including any deductible or retention,
maintained by the Government of the District of Columbia.
E. DURATION. The Contractor shall carry all required insurance until all contract work
is accepted by The Government of the District of Columbia and shall carry listed
coverages for ten years for construction projects following final acceptance of the work
performed under this contract and two years for non-construction related contracts.

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

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

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

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

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

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

Peter Henry Lyonga
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019
peterhenry.Lyonga@dc.gov

The CO may request, and the Contractor shall promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of
the insurance policies. If the insurance initially obtained by the Contractor expires prior
to completion of the contract, renewal certificates of insurance and additional insured
and other endorsements shall be furnished to the CO prior to the date of expiration of
all such initial insurance. For all coverage required to be maintained after completion,
an additional certificate of insurance evidencing such coverage shall be submitted to
the CO on an annual basis as the coverage is renewed (or replaced).
K. DISCLOSURE OF INFORMATION. The Contractor agrees that The Government
of the District of Columbia may disclose the name and contact information of its
insurers to any third party which presents a claim against The Government of the
District of Columbia for any damages or claims resulting from or arising out of work
performed by the Contractor, its agents, employees, servants or subcontractors in the
performance of this contract.

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

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

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Article 12- BONDS

Section 12.1 Performance Bond and Payment Bond.
The Design -Builder shall, before commencing the Construction Phase, provide to the
Department a payment bond and performance bond, each with a penal sum equal to the full
value of the Agreement, NTE or the GMP. Such bond shall remain in full force and effect until
Final Completion is achieved and the Department shall be able to draw upon such bond
regardless of the amount paid by the Department to the Design -Builder, even if such amount
exceeds the penal value of such bond. Unless otherwise directed by th e Department, the
Design-Builder shall require all Subcontractors whose Subcontract prices exceed One Hundred
Thousand Dollars ($100,000) to provide payment and performance bonds, with a penal sum
equal to one hundred percent (100%) of the subcontract pric e. All bonds must be in a form
acceptable to the Department, its lenders or bond trustee, and issued by a surety authorized to
do business in the District of Columbia and bonding company listed on the United States
Department of Treasury’s Listing of Appro ved Sureties. All subcontractors’ bonds must
include a dual obligee rider, naming the Design -Builder and the Department as dual obligees.
If the GMP is increased pursuant to the terms of the Agreement, the Department may require
that the amount of the bonds be increased in the amount of one hundred percent (100%) of the
increase, and the Design -Builder shall promptly comply. The Design -Builder shall furnish a
copy of its bonds to any potential beneficiary of the bonds or permit that person or company to
make a copy. If the bonds provided become unacceptable to the Department, the Design -
Builder shall promptly provide substitute security acceptable to the Department. If the Design-
Builder intends to exercise its rights as dual obligee under any trade Sub contractor’s bond, it
shall first give the Department twenty (20) days written notice, so that the Department may
lodge any objection it may reasonably have to the proposed action.

Page 68 of 102

Article 13 - ECONOMIC INCLUSION REQUIREMENTS
Section 13.1 LSDBE Utilization.

If the Design -Builder subcontracts any work, at least 35% of the dollar volume of the
Agreement shall be subcontracted with small business enterprises (“SBE”). If there are
insufficient qualified SBEs then the subcontracting may be satisfied by subcontracting 35% of
the dollar volume to any qualified certified business enterprises (“CBE”) . For subcontracted
work, pass-through entities will not count toward this goal. In order to count toward the
subcontracting requirement, the SBE must perform at least 35% of the work that is being
counted toward the goal with its own forces. The Local, Small, and Disadvantaged Business
Enterprises (“LSDBE”) certification shall be, in each case, as of the effective date of the
applicable subcontract. Supply agreements with material suppliers shall be counted toward
meeting this goal. The Design -Builder has developed a Subcontracting Plan that is attached
hereto as Exhibit D. The Design -Builder shall comply with the terms of the SBE
Subcontracting Plan in making purchases and administering its subcontracts and supply
agreements.
Section 13.2 Mandatory Subcontracting Requirements

Section 13.2.1 Unless the Director of the Department of Small and Local Business
Development (“DSLBD”) has approved a waiver in writing, in accordance with D.C. Official
Code § 2-218.51, for all contracts in excess of $250,000, at least 35% of the dollar volume of
the contract shall be subcontracted to qualified SBEs.
Section 13.2.2 If there are insufficient SBEs to completely fulfill the requirement of Section
13.2.1, then the subcontracting may be satisfied by subcontracting 35% of the dollar volume to
any qualified certified business enterprises (“CBE (s)”); provided, however, that all reasonable
efforts shall be made to ensure that SBEs are significant participants in the overall
subcontracting work.
Section 13.2.3 A prime contractor that is certified by DSLBD as a small, local or
disadvantaged business enterprise shall not be required to comply with the provisions of
Section 13.2.1 and Section13.2.2.
Section 13.2.4 Except as provided in Section 13.2.1 and Section 13.2.2, a prime contractor
that is a CBE and has been granted a proposal preference pursuant to D.C. Official Code § 2-
218.43, or is selected through a set -aside program, shall perform at least 35% of the
contracting effort with its own organization and resources and, if it subcontracts, 35% of the
subcontracting effort shall be with CBEs. A CBE prime contractor that performs less than
35% of the contracting effort shall be subject to enforcement actions under D.C. Official Code
§ 2-218.63.
Section 13.2.5 A prime contractor that is a certified joint venture and has been granted a
proposal preference pursuant to D.C. Official Code § 2 -218.43, or is selected through a set -
aside program, shall perform at least 50% of the contracting effort with its own organization
and resources and, if it subcontracts, 35% of the subcontracting effort shall be with CBEs. A
certified joint venture prime contractor that performs less than 50% of the contracting effort
shall be subject to enforcement actions under D.C. Official Code § 2-218.63.
Page 69 of 102

Section 13.2.6 Each CBE utilized to meet these subcontracting requirements shall perform at
least 35% of its contracting effort with its own organization and resources.
13.2.7. 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 th e contract is $1
million or less.
13.2.8. Furniture Fixtures & Equipment (FF&E).
The Contractor shall ensure that maximum competition is sought for the Project’s FF&E
requirements. Additionally, the Contractor shall ensure that qualified vendors certified by the
District’s Department of Small and Local Business Development as small SBE s are provided
an opportunity to offer a bid/proposal for any of the Project’s FF&E requirements. Qualified
vendors can be found on the District’s Office of Contracting Procurement’s (OCP) District of
Columbia Supply Schedule (DCSS) in the Furniture and Fu rniture Management category
(https://ocp.dc.gov/page/dcss). The Contractor shall ensure that a minimum of three (3)
qualified SBE vendors are provided the FF&E bid package. The Contractor shall document
the distribution of the bid package to all vendors and responses received, including no -bids in
the FF&E Bid Package. Upon selection, the Contractor shall provide an FF&E Selection
Summary to the PM and CO. The FF&E Selection Summary shall include, at a minimum, the
identification of all vendors provided an opportunity to submit a bid/proposal, pricing of
bid/proposals received, identification of selected vendor with a brief explanation of how the
decision was reached, and any other information relevant to the procurement of the Project’s
FF&E vendor.
Section 13.3 Subcontracting Plan (Exhibit D)
If the Design-Builder is required by law to subcontract under this Agreement, then the
subcontracting plan submitted with its Proposal, may only be amended with the prior written
approval of the Contracting Officer and Director of DSLBD, as previously stated herein; and,
any reduction in the dollar volume of the subcontracted portion resulting from an amendment
of the Subcontracting Plan shall inure to the benefit of the District. The Subcontracting Plan
shall include the following:
1. The name and address of each subcontractor;
2. A current certification number of the small or certified business enterprise;
3. The scope of work to be performed by each subcontractor; and
4. The price that the prime contractor will pay each subcontractor.

Section 13.4 Copies of Subcontracts
Within twenty -one (21) days of the date of award, the Contractor shall provide fully
executed copies of all subcontracts identified in the subcontracting plan to the Contracting
Officer (CO), District of Columbia Auditor and the Director of DSLBD.
Page 70 of 102

Section 13.5 Subcontracting Plan Compliance Reporting
Section 13. 5.1 If the Contractor has a subcontracting plan required by law for this
contract, the Contractor shall submit a quarterly report to the Contracting Officer, District
of Columbia Auditor, and the Director of DSLBD. The quarterly report shall include the
following information for each subcontract identified in the subcontracting plan:
a. The price that the prime contractor will pay each subcontractor under the
subcontract;
b. A description of the goods procured or the services subcontracted for;
c. The amount paid by the prime contractor under the subcontract; and
d. A copy of the fully executed subcontract, if it was not provided with an earlier
quarterly report.

Section 13.5.2 If the fully executed subcontract is not provided with the quarterly
report, the prime contractor will not receive credit toward its subcontracting requirements
for that subcontract.
Section 13.6 Annual Meetings
Upon at least 30-days written notice provided by DSLBD, the Contractor shall meet annually
with the CO, CA, District of Columbia Auditor and the Director of DSLBD to provide an
update on its subcontracting plan.
Section 13.7 DSLBD Notices
The Contractor shall provide written notice to the DSLBD and the District of Columbia
Auditor upon commencement of the contract and when the contract is completed.
Section 13.8 Enforcement and Penalties for Breach of Subcontracting Plan
Section 13.8.1 A contractor shall be deemed to have breached a subcontracting plan
required by law if the contractor (i) fails to submit subcontracting plan monitoring or
compliance reports or other required subcontracting information in a reasonably timely
manner; (ii) submits a monitoring or compliance report or other required subcontracting
information containing a materially false statement; or (iii) fails to meet its subcontracting
requirements.
Section 13.8.2 A contractor that is found to have breached its subcontracting plan for
utilization of CBEs in the performance of a contract shall be subject to the imposition of
penalties, including monetary fines in accordance with D.C. Official Code § 2-218.63.
Section 13.8. 3 If the CO determines the Contractor’s failure to be a material breach of the
contract, the CO shall have cause to terminate the contract under the default provisions in
Article 16 of the Contract.
Section 13.8.4 Neither the Design-Builder nor a Subcontractor may remove a Subcontractor
or tier-Subcontractor if such Subcontractor or tier -Subcontractor is certified as an LSDBE
company unless the Department approves of such removal, in writing. The Department may
condition its approval upon the Design-Builder developing a plan that is, in the Department’s
sole and absolute judgment, adequate to maintain the level of LSDBE participation in the
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Project.
Section 13.9 Equal Employment Opportunity and Hiring of District Residents
Section 13.9.1 For contracts for services in the amount of $300,000 or more, the Design -
Builder shall comply with the First Source Employment Agreement Act of 1984, as amended,
D.C. Official Code § 2-219.01 et seq. (“First Source Act”).
Section 13.9.2 The Design -Builder shall enter into and maintain during the term of the
Contract, a First Source Employment Agreement ( Exhibit V) with the District of Columbia
Department of Employment Services (DOES), in which the Design -Builder shall agree that:
(a) The first source for finding employees to fill all jobs created in order to perform the Contract
shall be the First Source Register; and (b) The first source for finding employees to fill any
vacancy occurring in all jobs covered by the Employment Agreement shall be the First Source
Register.
Section 13.9.3 If applicable, the Design-Builder shall comply with subchapter X of Chapter II
of Title 2, and all successor acts thereto, including by not limited to the Workforce Intermediary
Establishment and Reform of First Source Amendment Act of 2011, and the rules and
regulations promulgated thereunder, including, but not limited to the following requirements:
a. At least twenty percent (20%) of Journey worker hours by trade shall be performed by
District residents;
b. At least sixty percent (60%) of apprentice hours by trade shall be performed by District
residents;
c. At least fifty-one percent (51%) of the skilled laborer hours by trade shall be performed
by District residents; and
d. At least seventy percent (70%) of common laborer hours shall be performed by District
residents.
Section 13.9.4 The Design-Builder shall not begin the performance of the Contract until its
Employment Agreement has been accepted by DOES. Once approved, the Employment
Agreement shall not be amended except with the approval of DOES.
Section 13.9.5 The Design-Builder agrees that at least 51% of the new employees hired to
perform the Contract shall be District residents. The Design -Builder shall ensure that at least
fifty-one percent (51%) of the Design -Builder and every sub-consultants and subcontractor’s
employees hired after the effective date of the Agreement, or after such subconsultant or
subcontractor enters into a contract with the Design -Builder, to work on the Project shall be
residents of the District of Columbia. This percentage shall be applied in the aggregate, and not
trade by trade.
Section 13.9.6 The Contractor’s hiring and reporting requirements under the First Source Act
and any rules promulgated thereunder shall continue for the term of the Contract.
Section 13.9.7 The CO may impose penalties, including monetary fines of 5% of the total
amount of the direct and indirect labor costs of the Contract, for a willful breach of the
Employment Agreement, failure to submit the required hiring compliance reports, or deliberate
submission of falsified data.
Section 13.9.8 If the Design -Builder does not receive a good faith waiver, the CO may also
impose an additional penalty equal to 1/8 of 1% of the total amount of the direct and indirect
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labor costs of the Contract for each percentage by which the Design -Builder fails to meet its
hiring requirements.
Section 13.9.9 Any contractor which violates, more than once within a 10-year timeframe, the
hiring or reporting requirements of the First Source Act shall be referred for debarment for not
more than five (5) years.
Section 13.9.10 The Design-Builder may appeal any decision of the CO pursuant to this clause
to the DC Contract Appeals Board located at 441 4th Street, NW, Suite 350N, Washington,
DC 20001.
Section 13.9.11 The provisions of the First Source Act do not apply to nonprofit organizations
which employ 50 employees or less.
Section 13.9.12 Construction projects or contracts covered by this Section 4.2.8 of the Contract
shall be subject to the hiring and reporting requirements set forth in this Section until
construction is completed and a final certificate of occupancy has been issued.
Section 13.10 Economic Inclusion Reporting Requirements
Section 13.10.1 Upon execution of the Agreement, the Design -Builder and all its member
firms, if any, and each of its Subcontractors shall submit to the Department a list of current
employees and apprentices that will be assigned to the Agreement, the date they were hired
and whether or not they live in the District of Columbia.
Section 13.10.2 The Design-Builder and its constituent entities shall comply with subchapter
X of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code, and all
successor acts thereto and the rules and regulations promulgated thereunder. The Desi gn-
Builder and all member firms and Subcontractors shall execute a First Source Agreement with
the District of Columbia Department of Employment Services (“DOES”) prior to beginning
work at the Project site.
Section 13.10.3 The Design-Builder shall maintain detailed records relating to the general
hiring of District of Columbia and community residents.
Section 13.10.4 The Design-Builder shall be responsible for: (i) including the provisions of
Section 9.3 in all subcontracts; (ii) collecting the information required in Section 9.3 from its
Subcontractors; and (iii) providing the information collected from its Subcontractors in the
reports required to be submitted by the Design-Builder pursuant to Section 9.3.
Section 13.10.5. Reserved.
Section 13.10.6 Living Wage Act. In addition to the requirements set forth in the First Source
Employment Agreement, the Design -Builder shall comply with all applicable provisions of
the Living Wage Act of 2006, Exhibit Q, as amended (codified at D.C. Official Code §§ 2 -
220.01 et seq.) and its implementing regulations.
Section 13.10.7 Apprenticeship Act. The D.C. Apprenticeship Act of D.C. Law 2-156,
(as amended, the Act) may apply to these Projects. As applicable, the Design -Builder firms
and their subcontractors selected to perform work on the Projects on a craft-by-craft basis may
be required to comply with the Act. If applicable, all terms and conditions of the D.C.
Apprenticeship Council Rules and Regulations shall be implemented, and the selected Design-
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Builder firms shall be liable for any subcontractor non -compliance. Thirty five percent (35%)
of all apprentice hours worked on the Project shall be worked by District residents.
Section 13.11 WAY TO WORK AMENDMENT ACT OF 2006
Section 13.11.1. Except as described in Section 13.14.8 below, the Design -Builder shall
comply with Title I of the Way to Work Amendment Act of 2006, effective June 8, 2006 (D.C.
Law 16-118, D.C. Official Code §2-220.01 et seq.) (“Living Wage Act of 2006”), for contracts
for services in the amount of $100,000 or more in a 12-month period.
Section 13.11.2 The Design-Builder shall pay its employees and subcontractors who perform
services under the Contract no less than the current living wage.
Section 13.11.3 The Design-Builder shall include in any subcontract for $15,000 or more a
provision requiring the subcontractor to pay its employees who perform services under the
Contract no less than the current living wage rate.
Section 13.11.4 The DOES may adjust the living wage annually and Design-Builder will find
the current living wage rate on its website at www.does.dc.gov.
Section 13.11.5The Design -Builder shall provide a copy of the Fact Sheet attached within
Exhibit Q to each employee and subcontractor who performs services under the Contract. The
Design-Builder shall also post the Notice attached within Exhibit Q in a conspicuous place in
its place of business. The Design-Builder shall include in any subcontract for $15,000 or more
a provision requiring the subcontractor to post the Notice in a conspicuous place in its place of
business.
Section 13.11.6 The Design-Builder shall maintain its payroll records under the Contract in
the regular course of business for a period of at least three (3) years from the payroll date, and
shall include this requirement in its subcontracts for $15,000 or more under the Contract.
Section 13.11.7 The payment of wages required under the Living Wage Act of 2006 shall be
consistent with and subject to the provisions of D.C. Official Code §32-1301 et seq.
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Section 13.11.8 The requirements of the Living Wage Act of 2006 do not apply to:
1. Contracts or other agreements that are subject to higher wage level determinations
required by federal law;
2. Existing and future collective bargaining agreements, provided, that the future
collective bargaining agreement results in the employee being paid no less than the
established living wage;
3. Contracts for electricity, telephone, water, sewer or other services provided by a
regulated utility;
4. Contracts for services needed immediately to prevent or respond to a disaster or
imminent threat to public health or safety declared by the Mayor;
5. Contracts or other agreements that provide trainees with additional services including,
but not limited to, case management and job readiness services; provided that the
trainees do not replace employees subject to the Living Wage Act of 2006;
6. An employee under 22 years of age employed during a school vacation period, or
enrolled as a full-time student, as defined by the respective institution, who is in high
school or at an accredited institution of higher education and who works less than 25
hours per week; provided that he or she does not replace employees subject to the
Living Wage Act of 2006;
7. Tenants or retail establishments that occupy property constructed or improved by
receipt of government assistance from the District of Columbia; provided, that the
tenant or retail establishment did not receive direct government assistance from the
District;
8. Employees of nonprofit organizations that employ not more than 50 individuals and
qualify for tax exemption pursuant to section 501(c)(3) of the Internal Revenue Code
of 1954, approved August 16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3);
9. Medicaid provider agreements for direct care services to Medicaid recipients, provided,
that the direct care service is not provided through a home care agency, a community
residence facility, or a group home for mentally retarded persons as those terms ar e
defined in section 2 of the Health -Care and Community Residence Facility, Hospice,
and Home Care Licensure Act of 1983, effective February 24, 1984 (D.C. Law 5 -48;
D.C. Official Code § 44-501); and
10. Contracts or other agreements between managed care organizations and the Health Care
Safety Net Administration or the Medicaid Assistance Administration to provide health
services.

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

Section 13.12 SPECIAL PROVISIONS RELATED TO THE COVID-19 EMERGENCY

Section 13.12.1 The Contractor is required to comply with Mayor’s Order 2021-099, COVID-
19 Vaccination Certification Requirement for District Government Employees, Contractors,
Interns, and Grantees, dated August 10, 2021, and all substantially similar vaccine
requirements, including any modifications to this Order, unless and until they are rescinded or
superseded. At the request of the District government, Contractors may be asked to provide
certification of compliance with this requirement and/or documents and records in support of
this certification.

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Article 14 - LIQUIDATED DAMAGES
Section 14.1 Reserved.

Section 14.2 Delay in Substantial Completion.
If the Design-Builder fails to achieve Substantial Completion of the Project by the Substantial
Completion Date, the Parties acknowledge and agree that the actual damage to the Department
for the delay will be impossible to determine, and in lieu thereof, the Design-Builder shall pay
to the Department, as fixed, agreed and liquidated delay damages in the amount set forth in the
Project Information Section of this Agreement per day for each calendar day of delay for failure
to meet the applicable Substantial Completion Date.
The Design-Builder and the Department agree that the liquidated damages set forth in this
Article do not constitute, and shall not be deemed, a penalty but represent a reasonable
approximation of the damages to the Department associated with a delay in the Project. These
damages shall not apply if the delay is the result of force majeure and the Design -Builder
otherwise complies with the provisions set forth in the Standard Contract Provisions
(Construction Contracts and Architectural/Engineering Services Contracts).
Section 14.3 Early Completion. In the event the Design -Builder achieves Substantial
Completion of the Project prior to the Substantial Completion Date, the Design -Builder shall
maintain the completed Project, at its own expense, until such time that the Department agrees
to occupy and use the Project for its intended use.

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Article 15 - MISCELLANEOUS PROVISIONS
Section 15.1 Ownership and Use of Project Documents. The Drawings, Specifications, and
other Project Documents prepared by the Design-Builder’s Architect and copies thereof
furnished to the Design-Builder, are for use solely with respect to this Project. They are not to
be used by the Design -Builder, Subcontractors, Sub -subcontractors, or suppliers on other
projects, or for additions to this Project outside the scope of the Work, without the specific
written consent of the Department, and the Design-Builder’s Architect . The referenced
Drawing, Specifications , and other Project Document s shall become the property of the
Department. The District will be the sole owner of all project drawings, specifications, and
other Project Documents, and the Design-Builder shall provide the District with a complete set
of “as-built” within sixty (60) days of final completion.
Section 15.2 Assignment.
The Department and Design -Builder respectively bind themselves, their partners, members,
joint venturers, constituent entities, successors, assigns and legal representatives to the other
party hereto and to partners, members, joint venturers, constituent entities, successors, assigns,
and legal representatives of such other party in respect to covenants, agreements , and
obligations contained in the Agreement. Neither party to the Agreement shall assign the
Agreement or its rights and obligations under the Agreement, without the written consent of
the other party. If either party attempts to make such an assignment without such consent, that
party shall nevertheless remain legally responsible for all obligations under the Agreement.
Section 15.3 Buy American Act Provisions.
The Design-Builder shall comply with the provisions of the Buy American Act (41 U.S.C. §§
8301–8305), including, but not limited to, the purchase of steel. To the extent that the language
in this section contradicts the language under Article 24 of the Department’s Standard Contract
Provisions for Construction Contracts or Article 15 of the Department’s Standard Contract
Provisions for Architectural and Engineering Services (Exhibit J) regarding compliance with
the Buy American Act, the language in this section should supersede.

Section 15.3.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301 –8305), and
Executive Order 10582. December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended by
Executive Order 11051, September 27, 1962 (3 CFR, l059 —63 Comp., p. 635), the Design -
Builder agrees t hat only domestic construction material will be used by the Design -Builder,
subcontractors, material men and suppliers in the performance of the Agreement, except for
non-domestic material listed in the Agreement.
“Components” as used in this Section, means those articles, materials and supplies incorporated
directly into the end products.
“Domestic end product”, as used in this section, means, (1) an unmanufactured end product
mined or produced in the United States, or (2) an end product manufactured in the United
States, if the cost of its components mined, produced, or manufactured in the United States,
exceeds 65 percent of the cost of all its components. For an end product that consists wholly
or predominantly of iron or steel or a combination of both, the cost of foreign iron and steel
must constitute less than 5 percent of the cost of all the components used in the end product.
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Components of foreign origin of the same class or kind as the products shall be treated as
domestic. Scrap generated, collected, and prepared for processing in the Unites States is
considered domestic.
“End Products”, as used in this Section, means those articles, materials, and supplies to be
acquired for public use under this Contract.
The Design-Builder shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured in the Unite d
States in sufficient and reasonably available commercial quantities of a satisfactory
quality;
3. For which the District determines that domestic preference would be inconsistent with
the public interest; or
4. For which the District determines the cost to be unreasonable.
Section 15.3.2 Domestic Construction Material. “Construction material” means any article,
material, or supply brought to the construction site for incorporation in the building or work.
An unmanufactured construction material is a “domestic construction material” if it has been
mined or produced in the United States. A manufactured 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 iro n or steel, the iron or steel was produced in the United States; or, for
construction material that consists wholly or predominantly of iron or steel or a combination
of both, a construction material manufactured in the United States if the cost of foreign iron
and steel constitutes less than 5 percent of the cost of all the components used in such
construction material.
Section 15.3.3 Domestic Component. A component shall be considered to have been “mined,
produced, or manufactured in the United States” regardless of its source, in fact, if the article,
material, or supply in which it is incorporated was manufactured in the United States and the
component is of a class or kind determined by the Government to be not mined, produced or
manufactured in the United States in sufficient and reasonably available commercial quantities
and of satisfactory quality.
Section 15.3.4 Foreign Construction Material. “Foreign construction material” means a
construction material other than a domestic construction material.
Section 15.4 Davis-Bacon Act Wage Determination and Title 29 CFR 5.5 Davis Bacon
Provision
The Design-Builder agrees that the construction work performed under this Agreement shall
be subject to the Davis-Bacon Act (40 U.S.C. §§ 276a-276a-7), Exhibit G1 and Title 29 Code
of Federal Regulations (“CFR”) Davis Bacon Provision Exhibit G2. The wage rates applicable
to this Project are attached as Exhibits G1 and G2. The Design-Builder further agrees that it
and all of its subcontractors shall comply with the regulations implementing the Davis -Bacon
Act and Title 29 CFR Davis Bacon Provision and such regulations are hereby incorporated by
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reference. At such time as the Design -Builder is preparing its GMP, the Design -Builder shall
include the current Davis-Bacon wage rates in its GMP.
Section 15.5 The Quick Payment Clause

Section 15.5.1 Interest Penalties to Contractors

Section 15.5.1.1 The District will pay interest penalties on amounts due to the Design -
Builder under the Quick Payment Act, D.C. Official Code §2-221.01 et seq., as amended, for
the period beginning on the day after the required payment date and ending on the date on
which payment of the amount is made. Interest shall be calculated at the rate of 1.5% per
month. No interest penalty shall be paid if payment for the completed delivery of the item of
property or service is made on or before the required paymen t date. The required payment
date shall be:

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

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

Section 15.5.1.3 No interest penalty shall be due to the Design -Builder if payment for the
completed delivery of goods or services is made on or after:

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

Section 15.5.2 Payments to Subcontractors

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

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

Section 15.5.2.2 The Design-Builder must pay any subcontractor or supplier interest
penalties on amounts due to the subcontractor or supplier beginning on the day after the
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payment is due and ending on the date on which the payment is made. Interest shall be
calculated at the rate of 1.5% per month. No interest penalty shall be paid on the
following if payment for the completed delivery of the item of property or service is
made on or before:

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

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

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

Section 15.5.3 Subcontractor Quick Payment Clause Flow-Down Requirements

Section 15.5.3.1 The Design -Builder shall include in each subcontract under this
Contract a provision requiring the subcontractor to include in its contract with any
lower-tier subcontractor or supplier the payment and interest clauses required under
paragraphs (1) and (2) of D.C. Official Code §2-221.02(d).

Section 15.5.4 Requirements for Change Order Payments

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

a. Agrees with the Prime Contractor and, if applicable, the subcontractor on a price
for the additional work;
b. Obtains a certification from the Chief Financial Officer that there are sufficient
funds to compensate the Prime Contractor and, if applicable, the subcontractor
for the additional work;
c. Has made a written, binding commitment with the Prime Contractor to pay for
the additional work within 30 days after the Prime Contractor submits a proper
invoice for the additional work to the CO; and
d. Gives written notice of the funding certification from the Chief Financial
Officer to the Prime Contractor;

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

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a. Within five ( 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;
b. Pay the subcontractor any undisputed amount to which the subcontractor is
entitled for any additional work within 10 days of receipt of payment for the
additional Work from the District; and
c. If the Prime Contractor withholds payment from a subcontractor, notify the
subcontractor in writing and state the reason why payment is being withheld
and provide a copy of the notice to the CO.

Section 15.5.4.3 The Department, Design -Builder, Design-Builder Architects, or a
subcontractor are prohibited from declaring another party to the contract to be in default
or assessing, claiming, or pursuing damages for delays in the completion of the
construction due to the inability of the parties to agree on a price for the a dditional
work.
Section 15.5.4.4 Authorized Changes By The Contracting Officer

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

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

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

Section 15.6 Contract Work Hours and Safety Standards Act Provision. The Design-
Builder agrees that the applicable work performed under this Agreement shall be subject to the
Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333).

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

Section 15.8 Interpretation of Contract and Order of Precedence. All of the Project
documents comprising the Agreement should be read as complementary so that what is called
for by one is called for by all. Ambiguities shall be construed in favor of a broader scope of
Work for the Design -Builder, as the intent of the Agreement is, with specifically identified
exceptions, to require the Design -Builder to assume entire responsibility for the construction
of the Project. If there is any inconsistency among the Project documents comprising the
Agreement, the order of precedence among them is as follows, with the first listed Project
document having the highest priority:
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1. This Agreement and its Modifications, Change Orders, Change Directives and any
Exhibits thereto;
2. The Department’s Standard Contract Provisions ( Construction Contracts and
Architectural/Engineering Services Contracts) , as amended, and any missing term in
this Agreement shall be addressed in accordance with the Standard Contract Provisions;
and
3. The Construction documents released or approved by the Department.

Section 15.9 Independent Contractor. The Design -Builder and the Design -Builder’s
employees: (1) shall perform the services specified herein as independent contractors, not as
employees or agent of the District, or joint venture or partner with the District; (2) shall be
responsible for their own management and administration of the work required and bear sole
responsibility for complying with any and all technical, schedule, financial requirements or
constraints attendant to the performance of this Agreement; (3) shall be free from supervision
or control by any government employee with respect to the manner or method of performance
of the service specified; but (4) shall, pursuant to the government’s right and obligation to
inspect, accept or reject work, c omply with such general direction of the CO, or the duly
authorized representative of the CO as is necessary to ensure accomplishment of the Agreement
objectives. The Design-Builder shall have exclusive authority to manage, direct, and control
the work, an d shall be responsible for all means, methods, techniques, sequences, and
procedures, as well as for Project safety.

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

Section 15.11 Media Releases. Neither the Design -Builder, its employees, agents or
Subcontractors or material suppliers shall make any press release or similar media release
related to the Project unless such press release have been discussed with the Department prior
to its issuance.

Section 15.12 Construction. This Agreement shall be construed fairly as to all Parties and
not in favor of or against any party, regardless of which party prepared the Agreement.

Section 15.13 Notices. All notices or communications required or permitted under the
Agreement shall be in writing and shall be hand delivered or sent by telecopier or by recognized
overnight carrier to the intended recipient at the address stated below, or to such other address
as the recipient may have designated in writing. Any such notice or communication shall be
deemed delivered as follows: if hand delivered, on the day so delivered, if sent by telecopier,
on confirmation of successful transmission, and if sent by recognized overnight carrier, the
next business day.

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

Eric, Njonjo Joseph Khoury
Acting Chief Procurement Officer Principle/EVP of Preconstruction
Department of General Services MCN Build, Inc.
3924 Minnesota Avenue NE, 5th Floor 1214 28th Street, NW
Washington, DC 20019 Washington, DC 20007

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

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

Section 15.15 No Waiver. If the Department waives any power, right, or remedy arising from
the Agreement or any applicable law, the waiver shall not be deemed to be a waiver of the
power, right, or remedy on the later recurrence of any similar events. No act, delay, or course
of conduct by the Department shall be deemed to constitute the Department's waiver, which
may be effected only by an express written waiver signed by the Department.

Section 15.16 Remedies Cumulative. Unless specifically provided to the contrary in the
Agreement, all remedies set forth in the Agreement are cumulative and not exclusive of any
other remedy the Department may have, including, without limitation, at law or in equity. The
Department's right s and remedies will be exercised at its sole discretion, and shall not be
regarded as conferring any obligation on the Department to exercise those rights or remedies
for the benefit of the Design-Builder or any other person or entity.

Section 15.17 Headings/Captions. The headings or captions used in this Agreement or its
table of contents are for convenience only and shall not be used in interpreting the Agreement.

Section 15.18 Entire Agreement; Modification. The Agreement supersedes all
contemporaneous or prior negotiations, representations, course of dealing, or agreements,
either written or oral. No modifications to the Agreement shall be effective against the
Department unless made in writing and signed by both the Department and the Design-Builder,
unless otherwise expressly provided to the contrary in the Agreement. Notwithstanding the
foregoing, nothing herein shall be construed to limit the Department’s ability to unilaterally
modify the Agreement.

Section 15.19 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement, and in lieu of each such invalid, illegal or unenforceable provision, there shall be
added automatically as a part of this Agreement a provision as similar in terms to such invalid,
illegal or unenforceable provision as may be possible and be valid, legal and enforceable; each
part of this Agreement is intended to be severable.

Section 15.20 Anti-Deficiency Acts. The obligations and responsibilities of the Department
under the terms of the Agreement, or any subsequent agreement entered into pursuant to this
Agreement or referenced herein (to which the Department is a party), are and shall remain
subject to the prov isions of: (i) the federal Anti -Deficiency Act, 31 U.S.C. §§ 1341, 1342,
1349-1351, 1511-1519 (2004) (the “ Federal ADA”), and D.C. Official Code §§ 1 -206.03(e)
and 47-105 (2001); (ii) the District of Columbia Anti -Deficiency Act, D.C. Official Code §§
47-355.01 – 355.08 (2004 Supp.)(the “ D.C. ADA” and (i) and (ii) collectively, as amended
from time to time, the “ Anti- Deficiency Acts ”); and (iii) Section 446 of the District of
Columbia Home Rule Act, D.C. Official Code § 1 -204.46 (2001). Pursuant to the Anti -
Deficiency Acts, nothing in this Agreement shall create an obligation of the Department in
anticipation of an appropriation by C ongress for such purpose, and the Department’s legal
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liability for payments and other charges under this Agreement shall not arise or obtain in
advance of the lawful availability of appropriated funds for the applicable fiscal year as
approved by Congress. IN ACCORDANCE WITH § 446 OF THE HOME RULE ACT,
D.C. CODE § 1-204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS AUTHORIZED
TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE AGREEMENT OR
CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN APPROVED, IS
LAWFULLY AVAILABLE, AND APPROPRIATED BY ACT OF CONGRESS.

Section 15.20.1 The Department agrees to exercise all lawful authority available to it to satisfy
the financial obligations of the Department that may arise under this Agreement. During the
term of this Agreement, the Mayor of the District of Columbia or other appropriate official
shall, for each fiscal period, include in the budget application submitted to the Council of the
District of Columbia the amount necessary to fund the Department’s known potential financial
obligations under this Agreement for suc h fiscal period. In the event that a request for such
appropriations is excluded from the budget approved by the Council and submitted to Congress
by the President for the applicable fiscal year or if no appropriation is made by Congress to pay
any amounts due under this Agreement for any period after the fiscal year for which
appropriations have been made, and in the event appropriated funds for such purposes are not
otherwise lawfully available, the Department will not be liable to make any payment under this
Agreement upon the expiration of any then -existing appropriation, the Department shall
promptly notify the Contractor and this Agreement shall immediately terminate upon the
expiration of any then-existing appropriation.

Section 15. 20.2 Notwithstanding the foregoing, no officer, employee, director, member or
other natural person or agent of the District or Department shall have any personal liability in
connection with the breach of the provisions of this Section or in the event of non-payment by
the Department under this Agreement.

Section 15.20.3 This Agreement shall not constitute an indebtedness of the District and/or the
Department nor shall it constitute an obligation for which the Department is obligated to levy
or pledge any form of taxation or for which the District has levied or pledged any form of
taxation. No District of Columbia Official or employee is authorized to obligate or expend any
amount under this Agreement unless such amount has been appropriated by Act of Congress
and is lawfully available.

Section 15.21 Time. Time, if stated in a number of days, will be calendar days and thus
include Saturdays, Sundays, and holidays, unless otherwise stated herein.

Section 15.22 Americans With Disabilities Act of 1990 (“ADA”). During the performance
of this Contract, the Design-Builder and any of its Subcontractors shall comply with the ADA.
The ADA makes it unlawful to discriminate in employment against a qualified individual with
a disability. See 42 U.S.C. §12101 et seq.

Section 15. 23 Contracts in Excess of One Million Dollars . Any contract in excess of
$l,000,000 shall not be binding or give rise to any claim or demand against the District until
approved by the Council of the District of Columbia and signed by the Contracting Officer.

Section 15.24 Gratuities Not to Benefit Provisions.

If it is found, after notice and hearing, by the Department that gratuities (in the form of
entertainment, gifts, payment, offers of employment , or otherwise) were offered or given by
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the Design -Builder, or any agent or representative of the Design -Builder, to any official,
employee or agent of the Department or the District with a view toward securing the
Agreement or any other contract or securing favorable treatment with respect to t he awarding
or amending, or the making of any determinations with respect to the performance of the
Agreement, the Department may, by written notice to the Design -Builder, terminate the right
of the Design-Builder to proceed under the Agreement and may pur sue such other rights and
remedies provided by law and under the Agreement.

Section 15.24.1 In the event the Agreement is terminated as provided in Article 16 of this
Agreement, the Department shall be entitled:

a. to pursue the same remedies against the Design-Builder as it could pursue in the event
of a breach of the Agreement by the Design-Builder; and
b. as a penalty in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the Department) which shall be
not less than ten times the costs incurred by the Design -Builder in providing any such
gratuities.

Section 15.24.2 No member of, nor delegate to Congress, Mayor or City Council Member, nor
the Department nor employee of the District or employee of the Department shall be admitted
to any share or part of the Agreement or to any benefit that may arise therefrom, and all
agreements entered into by the CO of the Department in which he or she be personally
interested as well as all agreements made by the Department in which the Mayor or City
Council Member or employee of the District shall be personally inter ested shall be void and
no payments shall be made on any such contracts by the Department; but this provision shall
not be construed or extend to the agreement if the share of or benefit to the member of, or
delegate to Congress, Mayor or City Council Memb er, or employee of the District is de
minimis.

Section 15. 25 Ethical Standards for the Department's Employees And Former
Employees. The Department expects the Design -Builder to observe the highest ethical
standards and to comply with all applicable laws, rules, and regulations governing ethical
conduct or conflicts of interest. Neither the Design-Builder, nor any person associated with the
Design-Builder, shall provide (or seek reimbursement for) any gift, gratuity, favor,
entertainment, loan, or other thing of value to any employee of the District or the Department
not in conformity with applicable law, rules or regulations. The Design -Builder shall not
engage the services of any person or persons in the employment of the Department or the
District for any work required, contemplated, or performed under the Agreement. The Design-
Builder may not assign to any former employee or District employee or agent who has joined
the Design-Builder’s firm any matter on which the former employee, while employed by the
Department, had material or substantial involvement in the matter. The Design -Builder may
request a waiver to permit the assignment of such matters to former personnel on a ca se-by-
case basis. The Design -Builder shall include in every subcontract a provision substantially
similar to this section so that such provisions shall be binding upon each Design -Builder or
vendor.

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Section 15.26 Non-Discrimination in Employment Provisions.

Section 15.26.1 District of Columbia Human Rights Act
a. The Design -Builder shall not discriminate in any manner against any employee or
applicant for employment that would constitute a violation of the District of Columbia
Human Rights Act, effective December 13, 1977, as amended (D.C. Law 2 -38; D.C.
Official Code § 2-1401.01 et seq.) (“Act”, as used in this clause). The Design-Builder
shall include a similar clause in all subcontracts, except subcontracts for standard
commercial supplies or raw materials. In addition, the Design-Builder agrees, and any
subcontractor shall agree, to post in conspicuous places, available to employees and
applicants for employment, a notice setting forth the provisions of this non -
discrimination clause as provided in Section 251 of the Act.
b. Pursuant to Mayor’s Order 85 -85, (6/10/85), Mayor’s Order 2002 -175 (10/23/02),
Mayor’s Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter
11 of Title 4 of the D.C. Municipal Regulations, the following clauses apply to the
Contract:

1. The Design-Builder shall not discriminate against any employee or applicant
for employment because of race, color, religion, national origin, sex, age,
marital status, personal appearance, sexual orientation, family responsibilities,
matriculation, political affiliation, or physical handicap.
2. The Design-Builder agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without
regard to their race, color, religion, national origin, sex, age, marital status,
personal appearance, sexual orientation, family responsibilities, matriculation,
political affiliation, or physical handicap. The affirmative action shall include,
but not be limited to, the following:

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

3. Unless otherwise permitted by law and directed by the Department, the Design-
Builder agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the Department setting
forth the provisions paragraph s 1 and 2 of Section 15. 26.1(b) of this
Agreement, concerning non-discrimination and affirmative action.
4. The Design-Builder shall, in all solicitations or advertisements for employees
placed by or on behalf of the Design-Builder, state that all qualified applicants
will receive consideration for employment pursuant to the non -discrimination
requirements set forth in Section 15.26.3.
5. The Design -Builder agrees to send to each labor union or representative of
workers with which it has a collective bargaining agreement, or other contract
or understanding, a notice to be provided by the Department, advising each
labor union or workers' rep resentative of the Design -Builder’s commitments
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under this Section 15.26.1, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
6. The Design-Builder agrees to permit access by the Department to all books,
records and accounts pertaining to its employment practices for purposes of
investigation to ascertain compliance with this Section 15.26.1, and to require
under terms of any Subcontractor agreement each Subcontractor to permit
access of the Subcontractors, books, records, and accounts for such purposes.
7. The Design -Builder shall include in every subcontract this Section 15. 26.1
so that such provisions shall be binding upon each subcontractor or vendor.
8. The Design-Builder shall take such action with respect to any subcontract as
the CO may direct as a means of enforcing these provisions, including sanctions
for noncompliance; provided, however, that in the event the Design -Builder
becomes involved in, or is threatened with, litigation with a Subcontractor or
vendor as a result of such direction by the Department, the Design-Builder may
request the District to enter into such litigation to protect the interest of the
District.

Section 15.26.2 Pregnant Workers Fairness

a. The Design-Builder shall comply with the Protecting Pregnant Workers Fairness Act
of 2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act).
b. The Design-Builder shall not:

1. Refuse to make reasonable accommodations to the known limitations related to
pregnancy, childbirth, related medical conditions, or breastfeeding for an
employee, unless the Design-Builder can demonstrate that the accommodation
would impose an undue hardship;
2. Take an adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee's conditions or privileges of
employment, including failing to reinstate the employee when the need for
reasonable accommodations ceases to the employee's original job or to an
equivalent position with equivalent:
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to an employee, or a job applicant, if the denial
is based on the need of the employer to make reasonable accommodations to
the known limitations related to pregnancy, childbirth, related medical
conditions, or breastfeeding;
4. Require an employee affected by pregnancy, childbirth, related medical
conditions, or breastfeeding to accept an accommodation that the employee
chooses not to accept if the employee does not have a known limitation related
to pregnancy, childbirth, relate d medical conditions, or breastfeeding or the
accommodation is not necessary for the employee to perform her duties;
5. Require an employee to take leave if a reasonable accommodation can be
provided; or
Page 87 of 102

6. Take adverse action against an employee who has been absent from work as a
result of a pregnancy-related condition, including a pre-birth complication.

c. The Design-Builder shall post and maintain in a conspicuous place a notice of rights
in both English and Spanish and provide written notice of an employee's right to a
needed reasonable accommodation related to pregnancy, childbirth, related medical
conditions, or breastfeeding pursuant to the PPWF Act to:

1. New employees at the commencement of employment;
2. Existing employees; and
3. An employee who notifies the employer of her pregnancy, or other condition
covered by the PPWF Act, within 10 days of the notification.

d. The Design-Builder shall provide an accurate written translation of the notice of rights
to any non-English or non-Spanish speaking employee.

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

Section 15.26.3 UNEMPLOYED ANTI-DISCRIMINATION

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

b. The Design-Builder shall not:

1. Fail or refuse to consider for employment, or fail or refuse to hire, an individual
as an employee because of the individual's status as unemployed; or
2. Publish, in print, on the Internet, or in any other medium, an advertisement or
announcement for any vacancy in a job for employment that includes:
i. Any provision stating or indicating that an individual's status as
unemployed disqualifies the individual for the job; or
ii. Any provision stating or indicating that an employment agency will not
consider or hire an individual for employment based on that individual's
status as unemployed.

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

Section 15.27 ASSIGNMENT OF CONTRACT PAYMENTS

a. Subject to this Section 15.27, in accordance with Title 27 DCMR Section 3250, the
Design-Builder may assign due or to become due as a result of the performance of this
Design-Builder to a bank, trust company, or other financing institution funds.
b. Any assignment shall cover all unpaid amounts payable under this Agreement and shall
not be made to more than one party.
c. Notwithstanding an assignment of Contract payments, the Design -Builder, not the
assignee, is required to prepare invoices. Where such an assignment has been made,
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the original copy of the invoice must refer to the assignment and must show that
payment of the invoice is to be made directly to the assignee as follows:

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

Section 15.28 FREEDOM OF INFORMATION ACT (“FOIA”)

The District of Columbia Freedom of Information Act, at D.C. Official Code § 2-532 (a-3),
requires the District to make available for inspection and copying any record produced or
collected pursuant to a District contract with a private contractor to perform a public function,
to the same extent as if the record were maintained by the agency on whose behalf the
contract is made. If the Design-Builder receives a request for such information, the Design-
Builder shall immediately send the request to the PM designated in Section 1.3 of this
Agreement who will provide the request to the FOIA Officer for the agency with
programmatic responsibility in accordance with the D.C. Freedom of Information Act. If the
agency with programmatic responsibility receives a request for a record maintained by the
Design-Builder pursuant to the Contract, the PM will forward a copy to the Design-Builder.
In either event, the Design-Builder is required by law to provide all responsive records to the
PM within the timeframe designated by the PM. The FOIA Officer for the agency with
programmatic responsibility will determine the releasability of the records. The District will
reimburse the Design-Builder for the costs of searching and copying the records in
accordance with D.C. Official Code §2-532 and Chapter 4 of Title 1 of the D.C. Municipal
Regulations.
Section 15.29 CAMPAIGN FINANCE REFORM ACT
Prior to the execution of this Contract, the Design -Builder shall complete and submit to the
Department a completed Campaign Finance Reform Act Self -Certification Form, Exhibit Y,
pursuant to D.C. Official Code § 1-1161.01.
Section 15. 30. Equal Employment Opportunity (“EEO”)
Each Offeror shall submit an EEO policy form substantially in the form of Exhibit P.

Section 15.31 DGS Close Out Manual
Deliverables shall include those outlined in Exhibit T.

Section 15.32 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2-
222.01 et seq
Section 15.32.1 Nonprofit organizations, as defined in the Act, shall include in their rates the
indirect costs incurred in the provision of goods or performance of services under this contract
pursuant to the nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement
(NICRA). If a nonprofit organization does not have an unexpired NICRA, the nonprofit
organization may elect to instead include in its rates its indirect costs:
1. As calculated using a de minimis rate of 10% of all direct costs under this contract;
2. By negotiating a new percentage indirect cost rate with the awarding agency;
3. As calculated with the same percentage indirect cost rate as the nonprofit organization
negotiated with any District agency within the past 2 years; however, a nonprofit
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organization may request to renegotiate indirect costs rates in accordance with Section
15.32.2; or
4. As calculated with a percentage rate and base amount, determined by a certified public
accountant, as defined in the Act, using the nonprofit organization's audited financial
statements from the immediately preceding fiscal year, pursuant to the OMB Unifor m
Guidance, and certified in writing by the certified public accountant.
Section 15.32.2 If this contract is funded by a federal agency, indirect costs shall be consistent
with the requirements for pass -through entities in 2 C.F.R. § 200.331, or any successor
regulations.
Section 15.32.3 The Contractor shall pay its subcontractors which are nonprofit organizations
the same indirect cost rates as the nonprofit organization subcontractors would have received
as a prime contractor.

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ARTICLE 16- TERMINATION OR SUSPENSION
Section 16.1 All terminations or suspensions arising out of or under this Agreement shall be
in accordance with the terms of the Standard Contract Provisions (Construction Contracts and
Architectural/Engineering Services Contracts).
Section 16.2 Failure to Agree Upon GMP. The Department shall have the right to terminate
this Agreement in the event that the Department and the Design -Builder are unable to agree
upon a GMP for the Project and the Department shall have the right, but not the obligation, to
assume any of the Des ign-Builder’s trade subcontracts upon such terms and conditions as
requested by the Department. The Department’s decision to terminate under this Section shall
be made in the Department’s sole and absolute judgment and shall not be subject to review by
any reviewing body, including, but not limited to, arbitrators appointed under this Agreement
or any court of competent jurisdiction.
Section 16.3 Termination for Default . The Department may terminate the Agreement for
default if the Design -Builder fails to perform any of its duties or obligations under the
Agreement. In particular, but without limitation, the Department may terminate the Agreement
if:
1. The Design-Builder fails to perform the Work diligently, in accordance with the Project
Schedule or to make such progress in the Work as the Department reasonably believes
is necessary to complete the Project within the time required by the Agreement; or
2. The Design-Builder fails to perform the Work in a good and workmanlike manner or
to correct defects in the Work promptly upon notice by the Department; or
3. The Department reasonably determines that the Design -Builder has abandoned the
Work, or has failed to pay laborers, mechanics, materialmen, Subcontractors or
suppliers when payment is due; or
4. The Design-Builder becomes insolvent, makes an assignment for the benefit of
creditors, files a voluntary petition under any chapter of the Bankruptcy Code or has an
involuntary petition filed against it under any chapter of the Bankruptcy Code, or the
Design-Builder has a receiver appointed, or files for dissolution or otherwise is
dissolved; or
5. The Design-Builder fails to pay its debts in a timely manner or becomes insolvent, the
Department reasonably determines that the Design-Builder does not have the financial
ability to carry out its obligations under the Agreement and the Design-Builder fails to
give the Department prompt and reasonable assurances of its ability to perform.
Section 16.3.1 The Department shall provide the Design -Builder with written notice of its
intent to terminate the Agreement, under this Section.
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Section 16.3.2 If the Department terminates the Agreement for default, the Department
will have the right to take over the Work, to accept assignment of some or all Subcontracts or
agreements with material suppliers, to take possession of the Project, to take and use all tools,
equipment and supplies then being used in connection with the Work, and to finish the Project
by whatever method it deems expedient, including accepting assignment of all outstanding
Subcontracts and Supply Agreements.
Section 16.4 Termination for Convenience. The Department may terminate the Contract in
whole or specified part, for its convenience, for any reason . The notice of termination shall
state the effective date of termination, the extent of the termination, and any specific
instructions. The termination for convenience that arises out of or under this Agreement shall
be in accordance with the terms of the Standard Contract Provisions (Construction Contracts
and Architectural/Engineering Services Contracts).
Section 1 6.5 Continued Responsibility After Termination . If the Design -Builder is
terminated, for default, for Convenience or otherwise, the Design -Builder shall remain
responsible for defects or non -conformities in all Work performed to the date of the
termination.

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Article 17 – OTHER CONDITIONS AND SERVICES
Section 17.1 This Agreement and the rights and obligations of the Department and Design -
Builder herein are subject to the approval of the Council of the District of Columbia.

Page 93 of 102

Article 18 – CHANGES IN THE WORK

Section 18.1 Changes Authorized. In accordance with the Standard Contract Provisions
(Construction Contract) and the Standard Contract Provisions for Architectural and
Engineering services Contracts, the Department may, without invalidating the Agreement, and
without notice to or approval of any surety, order changes in the Work, including additions,
deletions or modifications. Any such change must be conveyed by the Department to the
Design-Builder via a written Change Directive or Change Order.

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

Section 18.3 Department-Initiated Changes

1. If the Department wishes to make a change in the Work or to accelerate the Work, it
will execute and issue to the Design-Builder a written Change Directive, either directing
the Design-Builder to proceed at once with the changed Work or directing it to not to
proceed, but to inform the Department, in writing, of the amount, if any, by which the
Design-Builder believes that Substantial or Final Completion Dates and/or the GMP
should be adjusted to take the Change Order or Change Directive into account.

2. Within ten (10) days of receiving a Change Directive, the Design-Builder shall provide
the Department with a written statement of all changes in the Agreement, including,
without limitation, any changes to the Substantial or Final Completion Dates or the
GMP to which it believes it is entitled as a result of the Change Directive. If additional
time is sought, a schedule analysis supporting the requested extension should be
included. The schedule analysis should include a written narrative explanation. If a
change in the GMP is sought (or if the Department has requested a deduct change), the
statement should include a breakdown, by line item, of the estimated cost changes
attributable to the proposed change. The Department may request, and the Design -
Builder shall provide, further cost breakdowns, clarifications, project documentation or
back-up if the Department reasonably believes such additional information is needed to
understand and evaluate the request. The additional information required may include
cost and pricing data in accordance with the Department’s regulations. Any requested
adjustment to the GMP shall be limited to increased Cost of the Work due to the Change
Directive. The Design -Builder is not entitled to any markup on any kind of Change
Orders except as authorized in Section 18.8, and if so authorized, any mark-up shall be
in accordance with Section 18.11.

3. If the Department has not yet directed the Design -Builder to proceed with the change
described by a Change Directive, the Department may rescind it. If the Department
wishes to proceed or has already directed the Design -Builder to proceed, the Design -
Builder shall immediately proceed with the changed Work and, the Department and the
Design-Builder shall use their good faith best efforts to reach an agreement upon the
modifications to the Substantial or Final Completion Dates, and/or the GMP that is
justified by the Change Directive. If the Department and the Design -Builder reach an
Page 94 of 102

agreement, the agreement shall be set forth in a Change Order and the Design -Builder
shall also execute it, at which point it will become binding on both Parties.

4. If the Parties fail to reach an agreement within sixty (60) days after the Department
receives the Design-Builder’s detailed statement pursuant to Section 1 8.3.2, and such
other Project documentation as the Department may request, the Design -Builder may
assert a claim in accordance with the Agreement. In such a case, and subject to
adjustment via the claims and disputes process, the Department shall unilaterally grant
the Design-Builder such adjustme nts, if any, to the Substantial or Final Completion
Dates, the GMP, and/or the Preconstruction or Design-Build Fee as the Department has
judged to be appropriate.

Section 18.4 Notice of Change Event. The Design -Builder must give the Department
written notice of any Change Event within ten (10) calendar days of the date on which the
Design-Builder knew, or reasonably should have known, of the Change Event. To the extent
available, the notice must state the nature of the Change Event and describe, generally, all
changes in the Agreement to which the Design -Builder believes it is entitled. Such notice is
an express condition precedent to any claim or request for adjustment to the Substantial or Final
Completion Dates, or the GMP arising from the Change Event and, if the notice is not given
within the required time, the Design -Builder will have waived the right to any adjustment to
the Substantial or Final Completion Dates, or the GMP arising from the Change Event.

Section 18.5 Detailed Change Request. Within twenty (20) days after giving notice of a
Change Event, the Design -Builder shall submit a written Change Request to the Department
describing, in reasonable detail, all adjustments it seeks to the Substantial or Final Completion
Dates or the GMP as a result of the Change Event. The Change Request shall include the same
information as described in Section 18.3 with respect to any Agreement changes the Design -
Builder seeks due to the Change Event, and the amount of any requested adjustment to the
GMP shall be limited in accordance with Section 18.3.

Section 18.6 Changes to GMP. Subject to the condition precedent that the Design -Builder
has complied with the notice and documentation provisions of this Article, and subject to the
limitations stated in this Agreement, the Design-Builder is entitled to an adjustment to the GMP
in the following cases:

1. If the Department issues a Change Directive or Change Order that directs the Design -
Builder to proceed with work that is beyond the scope of Work included within this
Agreement; or

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

Section 18.7 Deductive Change Orders. The Department reserves the right to issue
deductive Change Orders (reducing the GMP or modifying the Substantial or Final Completion
Dates to an earlier date) when changes are effected, by Change Directive or otherwise, which
will decrease the cost of completing the Work or the time within which it can be completed.

Section 18.8 No Adjustments to Fee. The Design-Builder understands and agrees that the
Design-Build Fee shall not be increased or decreased as a result of any Change Orders or
Change Directive. In furtherance of this understanding, the Design-Builder agrees that it shall
not be entitled to an increase in the Lump Sum General Conditions Cost or the Design-Build
Page 95 of 102

Fee by virtue of changes authorized by the Department unless such changes fall outside the
general scope of work contemplated by this Agreement. The term general scope of work shall
mean a state-of-the-art educational facility that is consistent with the Department’s program of
requirements and incorporates sustainable design initiatives. Without limiting the generality
of the foregoing, it is understood and agreed that the Design-Builder shall not be entitled to any
additional fees or general conditions unless (i) the Department makes additions to the scope
provided for in this Agreement that cause the GMP, either individually or in the aggregate, to
increase by more than ten percent (10%); or (ii) the Department makes additions to the scope
provided for herein which (other than for punchlist or warranty work) require the Design -
Builder’s services for the Project to extend beyond the Substantial Completion Date.

Section 18.9 Executed Change Orders or Contract Modifications are Final. The Design-
Builder agrees that any Change Order or Contract Modification executed by the Department
and Design-Builder constitutes its full and final adjustment for all costs, delays, disruptions,
inefficiencies, accelerations, schedule impacts, or other consequences arising from the change
modification in question, whether a Change Directive, or a Change Event, or from any claimed
cumulative effect of changes made to the date of the Change Order or Contract Modification,
and that no further adjustments in compensation or time shall be sought or made with respect
to the Change Directive or the Change Event giving rise to the Change Order or Contract
Modification. Although the Parties anticipate that most Change Orders or Contract
Modifications will not require an adjustment to the General Conditions Cost, if the Work
described in a Change Order or Contract Modification requires an increase or decrease in the
Lump Sum General Conditions Cost (i.e. because such a Change requires additional field staff
or other equipment that would be classified as General Conditions Costs), the Change Order or
Contract Modification shall contain an increase to the Design -Build Fee adjusting such
amount. The cost of processing a Change Order or Contract Modification shall not be
considered an event that will require an increase in the Lump Sum General Conditions Cost.

Section 18.10 Failure to Agree. If the Design-Builder claims entitlement to a change in the
Agreement, and the Department does not agree that any action or event has occurred to justify
any change in time or compensation, or if the Parties fail to agree upon the appropriate amount
of the adjustment in time or compensation, the Department will unilaterally make such changes,
if any, to the Agreement, as it determines are appropriate pursuant to the Agreement. The
Design-Builder shall proceed with the Work and the Department's directives, without
interruption or delay, and shall make a claim as provided in Article 18 herein. Failure to
proceed due to a dispute over a change request shall constitute a material breach of the Contract
and entitle the Departmen t to all available remedies for such breach, including, without
limitation, termination for default.

Section 18.11 Mark-Up on Trade Work.
The maximum markup for Change Order work shall be as follows:

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

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

Page 96 of 102

3. Direct Cost of the Work shall include, but not be limited to: (Direct Cost of the Work
does not, however, include home office overhead, field supervision, general conditions
or profit of either the Subcontractor or the Design -Builder. No personnel above t he
level of a working foreman shall be considered a Direct Cost of the Work).

(a) Labor. Payment will be made for direct labor cost plus indirect labor cost such
as insurance, taxes, fringe benefits and welfare provided such costs are
considered reasonable. Indirect costs shall be itemized and verified by receipted
invoices. If verification is not possible, up to five percent (5%) of direct labor
costs may be allowed.

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

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

(d) Materials. Incorporated and unincorporated materials as permitted under
Section 9.1.
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Article 19 – CLAIMS & DISPUTE RESOLUTION
Section 19.1 All claims or disputes arising out of this Agreement shall be governed by the
terms of the Standard Contract Provisions ( for Architectural and Engineering Services and
Construction Contracts).
Section 19.2 Notwithstanding any other provision of this Agreement to the contrary, neither
party including its officers, agents, servants, and employees, shall be liable to the other for lost
profits or any special, indirect, incidental, or consequential damages in any way arising out of
this Agreement however caused under a claim of any type or nature based on any theory of
liability (including, but not limited to contract, tort, or warranty) even if the possibility of such
damages has been communicated.
For the avoidance of confusion, the Parties agree that this provision does not affect the
Department’s ability to assess Liquidated Damages as set forth in Section 14. Furthermore, the
Parties agree that any acceleration costs required to complete the modernization work described
in this agreement shall not be considered consequential damages for purposes of this provision.
Page 98 of 102
Article 20 - EXHIBITS
Exhibit A1 Program Requirements and Educational Specifications
Exhibit A2 Concept Design, Schematic Design, and Design Development
Milestone Requirements
Exhibit B Project Schedule
Exhibit B1 Whittier Conditions Assessment Report
Exhibit B2 Modular Campus Space Planning
Exhibit B3 Goding Swing Space-Modular As-Built
Exhibit C Deliverable List
Exhibit D SBE Subcontracting Plan
Exhibit E Reserved
Exhibit F Key Personnel
Exhibit G1 Davis Bacon Act Wage Determination
Exhibit G2 Title 29 Code of Federal Regulations (“CFR”) Part 5.5
Exhibit H Design-Builder’s Designated Representatives
Exhibit I Department’s Designated Representatives and Contracting Officers
Exhibit J Standard Contract Provisions (Construction and Architecture/Engineering)
Exhibit K Form of Lien Waiver
Exhibit L Form of GMP Amendment
Exhibit M Reserved
Exhibit N FF&E and Close-Out
Exhibit O Subcontractor Performance Evaluation Form
Exhibit P Equal Employment Opportunity Policy
Exhibit Q Living Wage Act
Exhibit R Award Fee Pool
Exhibit S BIM Requirements
Exhibit T DGS Close-Out Manual
Exhibit U Quality Control Master Program
Exhibit V First Source Employment Agreement
Exhibit W Assumptions and Clarifications
Exhibit X Schedule of Values
Exhibit Y Campaign Finance Reform Act Self-Certification Form
Exhibit Z Allowances
IN WITNESS WHEREOF, the Parties have executed this Agreement ( DCAM-24-CS-RFP-
0028) through their duly authorized representatives and effective as of the last date written
below.
DEPARTMENT OF GENERAL SERVICES MCN BUILD, INC.
an agency within the executive branch
of the Government of the District of Columbia
By: By:
Name: Name:
Title: Title:
Date: Date:
Joseph Khoury
Executive Vice President
August 14, 2025
Page 99 of 102

Exhibits