Read the full stored bill text
MURIELBOWSERMAYOR
October14,2025
HonorablePhilMendelson
Chairman
Councilofthe DistrictofColumbia
JohnA.WilsonBuilding
1350PennsylvaniaAvenue,NW, Suite504
Washington,DC 20004
DearChairmanMendelson:
Pursuanttosection451oftheDistrictofColumbiaHomeRuleAct(D.C.OfficialCode§1-204.51)andsection202oftheProcurementPracticesReformActof2010(D.C.OfficialCode§2-352.02),enclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiaisproposedContractNo,DCAM-25-CS-RFQ-0002LwithSpectrumManagement,LLC,inthenot-to-exceedmaximumamountof$15,000,000.Theperiodofperformanceisoneyearfrom
thedateofaward.
Undertheproposedcontract,SpectrumManagement,LLC,willprovideon-callHVACmaintenance,repair,andinstallationservicesatschools,parks,recreationfacilities,municipalbuildings,firestations,policestations,short-termfamilyhousingunits,andotherpubliclocationsunderitsagreementwiththeDepartmentofGeneralServices(“DGS”).
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingtheproposedcontract.Tofacilitatearesponsetoanyquestionsyoumayhave,pleasecontactDelanoHunter,Director,DGS,orhaveyourstaffcontactEricNjonjo,ActingChiefProcurementOfficer,DGS,at(202)727-7138.
1lookforwardtotheCouncil'sfavorableconsiderationofthiscontract.
Si
MbrielBQwser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
1
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
(Standard and multiyear)
Contract for On-Call HVAC Systems Maintenance, Repair, and Installation (“MRI”) Services
(A) Contract Number: DCAM-25-CS-RFQ-0002L
Proposed Contractor: Spectrum Management, LLC
Contractor’s Principals: George T. Simpson
President
Proposed Guaranteed Minimum
Value (Per Base and Option Year): $50
Proposed Contract Not to Exceed
(“NTE”) Amount (Per Base and
Option Year): $15,000,000
Unit and Method of Compensation: Monthly progress payments based on lump sum
pricing pursuant to competitively-awarded task order
agreements.
Term of Contract: From the date of execution of the Contract (Basic
Ordering Agreement (“BOA”) ) by the Department
through 1 year thereafter (“Base Year”).
Type of Contract: Indefinite Delivery/Indefinite Quantity (“IDIQ”)
Source Selection Method: Request for Qualifications (“RFQ”)
(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:
Base Year and each Option Year:
Guaranteed Minimum Value: $50
2
Maximum NTE Amount: $15,000,000
Option Year 1
Guaranteed Minimum Value: $50
Maximum NTE Amount: $15,000,000
Option Year 2
Guaranteed Minimum Value: $50
Maximum NTE Amount: $15,000,000
Option Year 3
Guaranteed Minimum Value: $50
Maximum NTE Amount: $15,000,000
Option Year 4
Guaranteed Minimum Value: $50
Maximum NTE Amount: $15,000,000
(C) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:
Under the proposed Contract for On -Call HVAC Systems Maintenance, Repair & Installation
Services (DCAM-25-CS-RFQ-0002L) (the “Contract”) Spectrum Management, LLC , (the
“Contractor”) will provide HVAC systems maintenance, repair , and installation services as
awarded via Task Order Agreements at various facilities within DGS’ real estate portfolio (the
“Project”).
In general this work includes a range of small, medium, and large-sized HVAC-related projects:
including but not limited to chiller replacement s, replacement of domestic water heaters,
installation of new air conditioning units, conversion of heating plants from low pressure steam to
hot water, replacement of pumps and boilers, removal of underground fuel oil storage tanks, the
retrofit of new filters into air handling units and associated HVAC plumbing, electrical , and
controls work. It is contemplated that the work required for these projects will be further detailed
and released through competitive task orders pursuant to IDIQ contracts awarded through this
procurement.
The proposed Contract does not authorize any specific work by the Contractor. All work will be
awarded and released on a competitive basis through individual Project task order agreements, as
set forth in the Contract. Since the aggregate NTE amount of the proposed Contract for the Base
Year and each of the four ( 4) one-year Option Years exceeds $1 million, Council approval is
required for this contract action.
(D) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:
3
On January 9, 2025, the Department issued a Request for Qualification (“RFQ”) to solicit
Statements of Qualifications (“SOQs”) from those entities (“Offerors”) interested in performing
heating, ventilation and air conditioning (HVAC) work and upgrades at various facilities within
DGS’ real estate portfolio. In general, this work includes a range of small, medium and large-sized
HVAC-related projects, including but not limited to chiller replacements, replacement of domestic
water heaters, installation of new air conditioning units, conversion of heating plants from low -
pressure steam to hot water, replacement of pumps and boilers, removal of underground fuel oil
storage tanks, the retrofit of new filters into air handling units, and associated HVAC plumbing,
electrical, and controls work. It is contemplated that the work required for these projects will be
further detailed and released through competitive task orders issued pursuant to Basic Ordering
Agreements (“BOA(s)”), which will be awarded through this procurement.
The project locations include schools, parks, recreation facilities, municipal buildings, fire and
police stations, short-term family housing, tenant fit-out type work, small park/playground work,
pools, and other public locations.
The RFQ was posted on the OpenGov portal. A project information meeting was held on January
13, 2025. Three (3) addenda were issued as follows:
Addendum No. 1, Issued on January 29, 2025
Provided the list of Key Personnel.
Modified Section E.4.1.5 (ii) of the RFQ
Extended the SOQ Delivery Date to February 11, 2025, at 2:00 P.M.
Provided the attendees' list for the virtual project information meeting.
Addendum No. 2, Issued on February 10, 2025
Extended the SOQ Delivery Date to February 14, 2025, at 2:00 P.M.
Addendum No. 3, Issued on February 14, 2025
Extended the SOQ Delivery Date to February 20, 2025, at 2:00 P.M.
On February 20, 2025, the SOQs delivery date, thirty (30) firms (collectively, the "Offerors" and
each individually, an "Offeror") submitted proposals in a timely manner.
The SOQ submissions were evaluated by a Technical Evaluation Panel (TEP or Panel), in
accordance with the criteria set forth in the RFQ.
There were four (4) technical categories equating to a 100-point scale as follows:
(i) Past Performance, Experience & References worth 25 Points;
(ii) Key Personnel worth 25 points;
(iii) Project Management Plan worth 40 Points; and
(iv) Capacity
In addition, Certified Business Enterprise Preference Points (up to 12 points) were included.
4
After the Panel members completed their individual evaluations of the SOQs, the Panel met on
April 14, 2025, to develop the consensus technical score for each Offeror. In developing and
reaching the consensus score, the Panel discussed the details of each of the SOQs in light of the
evaluation factors and sub-factors.
Offerors that scored 70 points or higher were selected as qualified contractors for award. The
Contracting Officer reviewed TEP’s technical scoring and the SOQs submitted and determined
that twelve (12) contractors out of thirty (30), including Spectrum Management, LLC , were
selected for award of the proposed BOAs.
(E) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
voluntary corrective action by the District. Include the identity of the protestor, the grounds
alleged in the protest, and any deficiencies identified by the District as a result of the protest:
The contract award was not protested.
(F) The background and qualifications of the proposed contractor, including its o rganization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:
The Contractor is a Certified Small Business Enterprise (SBE) based in Washington, DC. The firm
provides operations, maintenance and repair of air handling units, boilers, chillers, cooling towers,
CRAC units, geothermal pumps and real estate development services. Since 2000, they have
provided trusted mechanical, electrical, and plumbing (MEP) design and consulting firm with over
25 years of experience providing innovative and efficient engineering solutions. Specializing in
HVAC design, energy conservation, fire protection, and building systems evaluation, SAI offers
expertise in MEP system programming, condition assessments, and construction administration.
The CBS Service Division provides high-quality construction management and facility
maintenance. Some of the Con tractor’s notable past projects within the DC area include: (i)
Washington Monument & Lockkeepers House HVAC Repair (ii) HVAC System Overhaul -
DOAS & Pool Pack Optimization; and (iii) Installation of (30) VAV Units & Electrical
Reconfiguration. The Contractor has performed satisfactorily based on its past performance
records. The Contractor has been determined responsible in accordance with 27 DCMR § 4706.1.
(G) 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,
FACTORS WEIGHT
Past Performance, Experience & References 25 Points
Key Personnel 25 Points
Project Management Plan 25 Points
Capacity 25 Points
Certified Business Enterprise (“CBE”) Preference 12 Points
TOTAL 112 Points
5
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:
Pursuant to the Contract, competitive task order agreements will be issued for projects on an as -
needed basis. The Contractor is a C ertified Business Enterprise in accordance with the Act
(Certification No. LSDZRE35084032028). As appropriate, subcontracting plans will be submitted
for review and approval for each task order agreement with a value of $250,000.00 or more.
(H) Performance standards and the expected outcome of the proposed contract:
In general, the Contractor will provide a range of small, medium, and large-sized HVAC-related
projects, including but not limited to chiller replacements, replacement of domestic water heaters,
installation of new air conditioning units, conversion of heating plants from low pressure steam to
hot water, replacement of pumps and boilers, removal of underground fuel oil storage tanks, the
retrofit of new filters into air handling units , and associated HVAC plumbing, electrical , and
controls work. The scope of work may include design- build services for HVAC systems, and if
required by the detailed scope in the task order, the Contractor will be required to engage an HVAC
engineer to produce such drawings and specifications. Each project may or may not have design
drawings and construction specifications. Such work shall be performed on an as -directed/as-
needed basis and must be completed by the substantial completion dates specified in each issued
task order.
(I) A description of any other contracts the proposed contractor is currently seeking or holds
with the District:
The Contractor holds the below contracts with the District:
- DMPED General Property Portfolio;
- Consolidated Maintenance Services at Marion S. Barry, Jr. Building;
- DC USA Retail Mall Asset Management Services;
- Emergency Consolidated Maintenance Services at Coolidge High School/Ida B. Wells;
- Emergency Consolidated Maintenance Services at the Office of Cable Television, Film,
Music, and Entertainment;
- Emergency Consolidated Maintenance Services at Roosevelt High School; and
- Emergency Consolidated Maintenance Services at Benjamin Banneker High School.
(J) 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:
None.
(K) 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:
6
The Office of the Chief Financial Officer has certified that the guaranteed minimum value of $50
of the proposed contract is within the appropriated budget authority for the agency 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 applicable Fiscal Sufficiency accompanies this Council package.
(L) 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.
(M) 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 current with its District taxes.
The relevant Clean Hands Certificate accompanies this Council Package.
(N) 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 in compliance with federal tax laws.
(O) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
Development and Assistance Act of 2005, as amended; D.C. Official Code § 2-218.01 et seq.:
According to the DSLBD website, the Contractor is a Certified Local, Small, Disadvantaged
Business Enterprise. The Contractor’s Certification Number is LSDZRE35084032028 with an
expiration date of March 12, 2028.
(P) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
None.
(Q) 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:
7
The Contractor is not debarred from providing services to the Government of the District of
Columbia or the Federal Government according to the Office of Contracts and Procurement’s
Excluded Parties List and the Federal Government’s Excluded Parties List.
(R) 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):
The Department issued a Determination and Findings for Contractor Responsibility with respect
to proposed Contract No. DCAM-25-CS-RFQ-0002L with the Contractor , in which DGS’
Contracting Officer concluded that the Contractor is responsible.
(S) Where the contract, and any amendments or modifications, if executed, will be made
available online:
The Contract, if approved, will be posted on the Department’s website.
(T) 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 Department’s website.
(U) (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.
1101 4th Street, SW
Washington, DC 20024
Date of Notice: August 25, 2025 L0014821347Notice Number:
FEIN: **-***4539
Case ID: 18696167
Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
SPECTRUM MANAGEMENT
1229 PENNSYLVANIA AVE SE
WASHINGTON DC 20003-2227
Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Memorandum
To: Delano Hunter
Director, Department of General Services
From: Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services
Reference: On-Call HVAC Systems Maintenance, Repair and Installation (MRI) Services
Contract No. DCAM-25-CS-RFQ-0002L with Spectrum Management, LLC
Date: August 27, 2025
Subject: Fiscal Sufficiency Review
In my capacity as the Agency Fiscal Officer of the Department of General Services (the
“Department”), I hereby state that Contract No. DCAM-25-CS-RFQ-0002L for On-Call HVAC
Systems Maintenance, Rep air and Installation Services between the Department and Spectrum
Management, LLC (the “Contractor”) with a Not-To-Exceed (“NTE”) value of $15,000,000.00, has
a guaranteed minimum value of $50.00, that is consistent with the Department’s current budget ,
that adequate funds are available in the budget for the expenditure and that the amount will not
unbalance the capital fund for the contract. The $50.00 minimum value is hereby approved.
Funds supporting individual task order agreements, above the minimum amount approve d of
$50.00, to be issued against the base period (“Base Period”) and four ( 4) one-year option periods
(“Option Years”) aggregate NTE value of $15,000,000.00, will be reviewed for c ertification and
approval at the time of issuance of any such task order agreements. Each task order is subject to
availability of appropriated funds. Task orders, ineligible for capital expenditure, will be funded
under the Department of General Services (“DGS”) operating budget, if funding is available.
The Department of General Services (AM0 -Implementing AGY) has $50.00 in the District of
Columbia Public Schools (GA0 -Owner AGY) cumulative capital budget allotment balance.
Fiscal Sufficiency Review
On-Call HVAC Systems Maintenance, Repair and Installation Services
Contract Number: DCAM-25-CS-RFQ-00002L
The PASS information is attached/ below:
Project Name Project Number AY Fund
Detail
Imp.
Agency
Owner
Agency
RK/PO Amount Comments
AM0.GM121C.MAJ
OR
REPAIRS/MAINTE
NANCE - DCPS
100065 N/A 3030300 AM0 GA0 RK309351 $50.00
Total $50.00
_____________________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services
for AHB
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
___________________________________________________________________________
3924 Minnesota Avenue NE, 6th Floor Washington DC 20019 | Telephone (202) 727-2800 | Fax (202) 727-7283
OFFICE OF THE GENERAL COUNSEL
MEMORANDUM
TO: Tomás Talamante
Director, Office of Policy and Legislative Affairs
FROM: Kristen Walp
Senior Assistant General Counsel
SUBJECT: Legal Sufficiency Certification
Basic Ordering Agreement for HVAC Systems Maintenance, Repairs, and Installation
Services
Contract Number: DCAM-25-CS-RFQ-0002L
Contractor: Spectrum Management, LLC
DATE: October 2, 2025
_____________________________________________________________________________
This is to certify that this Office has reviewed the above -referenced proposed Contract and has
found it to be legally sufficient, subject to submission of : (i) any required materials and Council
approval; (ii) Council’s approval of the same; and ( iii) a Fiscal Certification issued by the
Department of General Services’ Agency Fiscal Officer.
Please feel free to contact me at (202) 727-2800 with any questions.
____________________________
Kristen Walp
Senior Assistant General Counsel
Page 1 of 50
BASIC ORDERING AGREEMENT
ON-CALL HVAC SYSTEMS MAINTENANCE, REPAIR, AND INSTALLATION
(“MRI”) SERVICES
DCAM-25-CS-RFQ-0002L
THIS BASIC ORDERING AGREEMENT (“Agreement” or “Contract” or “BOA”) is made by
and between the DISTRICT OF COLUMBIA GOVERNMENT , acting by and through its
DEPARTMENT OF GENERAL SERVICES (the “Department” or “DGS”) and SPECTRUM
MANAGEMENT, LLC duly organized under the laws of Washington, DC and with a pla ce of
business at 1229 Pennsylvania Av enue SE, Washington, DC 20003 (the “Contractor” and
collectively, the “Parties”).
ARTICLE 1
NATURE OF AGREEMENT
Section 1.1 Nature of Agreement. This Agreement is issued pursuant to the
Department’s Request for Qualification for On-Call HVAC Systems Maintenance, Repair And
Installation (“MRI”) Services At Various DGS Facilities (Solici tation Number DCAM-25-CS-
RFQ-0002) (the “RFQ”), and the Contractor, by virtue of this Agreement, shall be included on the
Department’s roster of contractor s to be eligible to compete, a s set forth in Section 1.3 of this
Agreement, with other pre-qualified contractors on On-Call HVAC Systems Maintenance, Repair
And Installation Services project s for various District of Colu mbia owned properties within the
DGS construction portfolio. This Agreement does not authorize any specific work or
constitute a guarantee that any work will be assigned to the Co ntractor. All work will be
awarded and released through individual project Task Orders as set forth in Section 1.4 of
this Agreement.
Section 1.2 The term Agreement shall include this Contract, any and all Tas k Orders,
the Department’s Standard Contra ct Provisions (Construction and Architectural/Engineering, if
applicable), as amended, attached hereto as Exhibit A1 and Exhibit A2, all other exhibits attached
hereto, and/or any document incorporated by reference.
Section 1.3 Competitive Bidding.
Section 1.3.1 For each project identified and funded by the Department to be competed
among Contractors that entered into a basic ordering agreement (“BOA”) pursuant to the RFQ, the
Department will develop a scope of work. The scope of work wil l be issued to three (3) or more
of the Contractors via a Request for Task Order Proposals (“RFTOP”), and in most cases, each of
those contractors will be provided with an opportunity to walk the project with the Department’s
representatives in order to better understand and clarify the required work. Offerors must ensure
they have sufficient capacity to meet the contract requirements p r i o r to s u b mitt in g th e ir
proposal. An offeror that lacks adequate capacity may be exclud ed from evaluation and
deemed ineligible for an award.
Section 1.3.2 The Department contemplates that the scopes of work that will be issued to
the Contractor during the biddi ng phase will not include comple te drawings. The parties
Page 2 of 50
acknowledge and agree that the Contractors may be required to c omplete work on a design-build
or design-assist basis or any such other method as described in the RFTOPs.
Section 1.3.3 Each contractor will be required to submit, within the time all otted by the
Department, a lump sum price, guaranteed maximum price (“GMP”) or such other pricing as may
be requested by the Department for the proposed work (such pric e, “Task Order Price”). Absent
specific instructions to the contrary, proposed Task Order pric ing should be “all inclusive” and
should include sufficient funding to cover all of the Contracto r’s costs necessary to complete the
project, including, but not limit ed to, profit, home and field office overhead, supervision, labor,
materials, equipment, bonds, insurance and any other professional services as may be required to
complete the design, other type of work or to obtain the necessary permits. The Contractor shall
be responsible for using the then-current Davis-Bacon wage dete rmination or Service
Contract Act (as applicable) when developing its pricing for any given project.
Section 1.3.4 The Department will select the Contractor to be awarded each such project
primarily based on price, but the Department reserves the right to consider non-price factors when
making such decisions and will als o consider differences in sco pe and/or proposed finishes,
equipment, and materials. RFTOPs will detail the award criteria for the project.
Section 1.3.5 Section 1.3.4 In the event the Cont ractor is selected for a pro ject, the
Contractor shall enter into a Task Order Agreement (“Task Order Agreement”). The Contractor
shall not proceed with any work unless and until such Task Order Agreement is fully executed by
the Department’s Contracting O fficer (“Contracting Officer” or “CO”) and the Contractor is
directed to begin work. Before the Department executes the Task Order Agreement, the Contractor
must resolve any clean hand compliance matters with relevant au thorities, including, but not
limited to, the District of Columbia Office of Tax and Revenue (“OTR”).
Section 1.4 Task Orders Agreement. Any and all work perfo rmed under the or any
Task Order (Exhibit E) issued pursuant hereto shall be governed by the terms and conditions set
forth in the BOA. It is contemplated that individual Task Orde rs shall, in general, contain the
following information: (i) a description of the scope of work i ncluded in such Task Order; (ii) a
lump sum price and/or such other terms of compensation for the work included in the Task Order’s
scope of work; (iii) the Substantial Completion Date for the Ta sk Order’s scope of work and/or
such other schedule requirements for Task Order; (iv) liquidate d damages; (v) name and contact
information for the assigned Program Manager and Project Manage r (each a “PM”); and (vi) any
other specific requirements of the scope of work. The Task Ord er shall also set forth a general
description and requirements of the given project (such descrip tion and requirements, the
“Project”).
Section 1.5 Term of Agreement. The Agreement shall be effective from the date of
execution by both parties through one year from such date (such time period, the “Term”). Any
and all work assigned to the Contractor pursuant to a Task Order issued pursuant to the Agreement
must be completed within the Term of the Agreement, and no later than the Substantial Completion
Date identified in the individual Task Order Agreement.
Page 3 of 50
Section 1.6 Option Year Term(s). The Department shall have the right to extend the
term of this Agreement for four (4) one-year option periods (each such period, an “Option Year”),
the first of which would begin on the date that the base year Term expires and end one year from
the date that such Term expires; the second of which would begi n on the date that Option Year
001 expires and end one year from the date that Option Year 001 expires; the third of which would
begin on the date that Option Year 002 expires and end one year from the date that Option Year
002 expires; and the fourth of which would begin on the date th at Option Year 003 expires and
end one year from the date that Option Year 003 expires. In th e event the Department desires to
extend the Term of this Agreement pursuant to this Section 1.6, the Department shall provide the
Contractor written notice of suc h election at least thirty (30) days prior to the beginning of the
applicable Option Year.
Section 1.7 Standard Task Order Provisions. Unless otherwise expressly stated in a
Task Order, all of the provisions of Articles 3 through Article 14 of this Agreement shall be deemed
incorporated into the Task Order as if set forth therein.
Section 1.8 Minimum Value of Agreement. The Contractor shall be entitled to receive
a minimum of Fifty Dollars ($50) during the base year and each option year period.
Section 1.9 Not-to-Exceed Maxi mum Value of Agreement. In addition, this
Agreement has an aggregate not-to-exceed amount of Fifteen Mill ion Dollars ($15,000,000.00)
(the “NTE Amount”). It is understood that the Contractor is not authorized to proceed with any
work based solely on this Agreement. Any and all work performed under this Agreement shall be
authorized by a written Task Order Agreement. In no event shall the Contractor be entitled to
recover in the aggregate, pursuant to this Agreement and any an d all Task Order Agreements
issued pursuant hereto, more than the NTE Amount, unless and until the Department’s Contracting
Officer has authorized the Contractor to exceed the NTE Amount in advance and in writing
through a duly executed Change Order to this Agreement. In addition, each Option Year shall have
the same value as the base period; thus, for each Option Year e xercised by the Department, the
minimum value of services will be Fifty Dollars ($50) and an aggregate NTE Amount of Fifteen
Million Dollars ($15,000,000.00). All amounts must be authorized by Task Order Agreements.
Page 4 of 50
ARTICLE 2
GENERAL PROVISIONS
Section 2.1 Relationship of Parties. The Contractor accepts the relationship of trust
and confidence established with the Department by this Agreemen t, and covenants with the
Department to furnish the Contractor’s reasonable skill and jud gment and to cooperate with the
Program Manager in furthering the interests of the Department. The Contractor shall use its best
efforts to perform the Project in an expeditious and economical manner consistent with the
interests of the Department.
Section 2.2 General Scope of Project. The Department anticipates that the projects
assigned through Task Orders pursuant to this Agreement will be small, medium and large-sized
HVAC-related projects, including but not limited to chiller replacements, replacement of domestic
water heaters, insta llation of new air conditioning units, conv ersion of heating plants from low
pressure steam to hot water, repl acement of pumps and boilers, removal of underground fuel oil
storage tanks, the retrofit of new filters into air handling un its and associated HVAC plumbing,
electrical and controls work. Such work shall be performed on an as-directed/as-needed basis and
must be completed by the Substantial Completion Date specified in each competitively bid Task
Order Agreement.
Section 2.3 Completion Date. Subject to the Excusable Delay provisions of this
Agreement, the Contractor agrees to substantially complete the Project on or before the date set
forth in the individual Task Order for any given project.
Section 2.4 Program Manager and Project Manager. The Department shall assign a
Program Manager and Project Manager (each, a (“PM”) to oversee the Contractor’s work under
any Task Order. The name and contact information for the assign ed PMs will be specified in the
applicable Task Order. The Contractor shall take direction from, and coordinate its work with, the
assigned PMs. The Contractor will be required to develop work p lans that are coordinated with,
and acceptable to, the PMs assigned to each project. The Contractor acknowledges, however,
that the Program Manager and Project Manager shall not be autho rized to modify any of
the rights or obligations of the Department or the Contractor pursuant to the Agreement, or
t o i s s u e T a s k O r d e r s , C h a n g e O r d e r s o r C h a n g e D i r e c t i v e s . T h e Contractor hereby
acknowledges and agrees that only a duly authorized contracting officer of the Department
shall have the authority to issue Task Orders, Change Orders or Change Directives on the
Department’s behalf.
Section 2.5 Administrative Matters
2.5.1 Use of DGS Project Management Tools (ProjectTeam)
Awarded Contractor shall utilize t he Department’s current proje ct management software,
ProjectTeam, to submit any project documentation required to be provided by the Design-Builder
for the Project, including, but not limited to: (i) requests f or 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
Page 5 of 50
specifications; (vii) GMP and any Submissions that require appr oval by DC Council (viii) punch
list; and (ix) other Project documents as may be designated by the Department.
Electronic storage and transmission of information via ProjectT eam system shall be compliant
with the provisions of DGS document security.
2.5.2 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 mont hly basis. To constitute a prop er invoice, the Contractor shall
enter all required information into the Portal after selecting the applicable purchase order number,
which is listed on the Contractor’s profile.
Section 2.6 Central Office. During the Term of this Agre ement, the Contractor shall
maintain a central office that is staffed between the hours of 7 am - 5 pm Monday through Friday.
This office will be used to manage work associated with this Ag reement. A separate office does
not need to be established, and it is acceptable if the Contrac tor elects to run projects from its
current office. The office should be equipped with telephone lines, a fax machine, email, access to
the internet and such other equ ipment and supplies as are neces sary to fulfill the work required
under this Agreement.
Section 2.7 Coordination with DGS
Section 2.7.1 Working Hours. The Contractor is required to coordinate with the
assigned Project Manager for each individual project. The work may be performed during normal
business hours; however, the Contractor may be required to work after hours or on weekends and
holidays so as to not adversely impact the work of the District of Columbia employees/and or
contractors. The Contractor wil l base its bid on normal workin g hours; off-peak rates will be
handled on a case-by-case basis during price negotiations for projects requiring work after normal
business hours. The Contractor will be required to develop work plans that are coordinated with,
and acceptable to, the Project Ma nager and/or the Program Manag er assigned to the Task Order.
If work is to be performed in an occupied facility, the Contrac tor will be required to submit an
initial coordination plan (“ Coordination Plan ”) with its Task Order proposal for the project
describing how the Contractor will work with the Department and the facility occupants to ensure
that the project proceeds smoothl y in order to minimize impact on facility operations. Such a
Coordination Plan would be evaluated as part of the bidding pro cess described in Section 1.3
above.
Section 2.7.2 Supervision & Coordination. The Contractor shall properly supervise and
coordinate its work. At a minimum, the Contractor will undertake the following tasks:
(1) Participate and assist in Project/Planning meetings;
(2) Maintain full-time on-site cons truction supervision and provide daily inspections,
quality control, monitoring, coordination of various trades, re cord drawings, and daily
work log;
(3) Coordinate work with any on-site personnel so as to ensure that their activities are
not adversely affected;
Page 6 of 50
(4) Conduct periodic progress meetings following a Contractor generated agenda with
the Program Manager;
(5) Provide general safety and signa ge and posting for the project and see that each
subcontractor prepares and subm its adequate safety program and monitoring
throughout the project;
(6) Obtain all job permits and approv a l s f r o m t h e D e p a r t m e n t o f C o nsumer and
Regulatory Affairs that are requi red to perform and complete th e work, unless
otherwise noted herein or in the Task Order;
(7) Prepare payment requests, verify accuracy and forward to Department for approval
and payment;
(8) Assemble close-out documents required;
(9) Provide assistance to the Department through all applicable warranty periods.
(10) Coordinate its work with all third parties so as not to delay the critical path of the
Project; and
(11) Prepare and submit to the Department construction meeting minu tes, progress
meeting minutes, daily logs, inspection reports, preliminary and baseline schedules,
(Primavera format) and schedule updates demonstrating the criti cal path of the
Project (Primavera format).
Page 7 of 50
ARTICLE 3
PRECONSTRUCTION DELIVERABLES
Section 3.1 Schedule. Within seven (7) days of the issuance of a Notice to Proceed
(“NTP”) for any Task Order awarded by the Department, the Contractor shall be required to submit
to the Department for its approval a schedule for the project. Such schedule shall include a schedule
for submittals and key milestone s that are reasonably acceptabl e to th e Project Manager. Th e
Contractor shall not begin any construction activities until th e Project Manager has approved a
schedule for the Task Order. Unless otherwise authorized by the Task Order, prior to mobilizing
to the Project site and commencing work, the Contractor shall c omplete those activities set forth
in this Section 3.1, including Sections 3.2, 3.3, 3.4,3.5, 5.13, 5.14, and 5.15.
Section 3.2 Potential Subcon tractors and Suppliers. Within the timeframe specified
in each Task Order, and after issuance of a Task Order by the D epartment, the Contractor shall
furnish to the Project Manager a list of the subcontractors and suppliers that will work on this
Project as well as a general description of each such subcontra ctor’s scope of work. Within five
(5) business days after such list is submitted, the Project Manager shall advise the Contractor if it
has any objection to any of the listed subcontractors or suppliers. In the event the Project Manager
has a reasonable objection to a ny such subcontractor or supplie r, the parties shall discuss such
objection and agree on an appropriate course of action.
Section 3.3 Design Services. Prior to providing its bid for a Task Order Agreement,
the Contractor will have an oppor tunity to review and ask quest ions regarding the scope of work
for the Task Order and to ascertain what design services, if any, are necessary in order to complete
the Project and which will be included in its price the costs of any necessary design services, and
the Contractor shall be required to provide, at no additional c ost to the Department, such design
services as are necessary to implement the Project. The Contractor and the Project Manager shall
agree upon the exact design services to be required prior to th e commencement of construction
services.
Section 3.4 Design Reviews/Submittals. On or before the dates specified in the
approved detailed schedule (see Section 3.1), the Contractor sh all submit the necessary design
information (i.e., permit drawings, shop drawings, submittals, sketches, etc.) to the Project
Manager for review and approval. U nless a different timeframe i s established in the approved
detailed schedule, the Project Manager shall have five (5) business days to review such documents.
In the event the Project Manager finds such documents to be unacceptable, the Contractor shall be
required to revise and resubmit such documents. The Contractor shall not commence construction
activities unless and until such documents have been approved by the Project Manager. Any delays
that result from design resubmissions shall be considered Non-E xcusable. In addition, the
Contractor shall coordinate with the Program Manager and the Department’s architect/engineer (if
applicable) with respect to requests for information (RFIs), ar chitect’s supplemental instructions
and other construction administration, as well as the District of Columbia Historic Preservation
Review Board (“DCHPRB”) and Commission of Fine Arts (“CFA”), as required.
Section 3.5. Permits. Unless otherwise specified in the Task Order, it is understood that
the Contractor shall be required to secure and pay for any and all permits, governmental fees,
Page 8 of 50
licenses, and inspections necessary for the execution and completion of the work. The Department
shall cooperate with the Contractor in securing such permits, l icenses, and inspections; provided,
however, the Department shall not be required to pay the fees f or such permits, licenses, and
inspections unless otherwise noted in the Task Order. The cost s of any such fees or inspections
are included in the Task Order Price.
Page 9 of 50
ARTICLE 4
CONTRACT SUM
Section 4.1 Lump Sum Price or Other Terms of Compensation. For the work
covered by any given Task Order, the Contractor shall be paid the lump sum price, GMP, or other
terms of compensation set forth in the Task Order (“Contract Sum”) to Fully Complete the Project.
Section 4.2 Nature of the Contract Sum. The Contractor acknowledges and
understands that the Contract Su m is based on the scope of work included with the Project Task
Order. It is understood and agreed that the Contract Sum repres ents the Contractor’s payment to
Fully Complete the Project. The parties acknowledge and agree t hat it is their intent to have the
Contractor to construct and deliver a fully functional Project as contemplated in the Scope of Work
for the Contract Sum and consiste nt with the Project Schedule. In furtherance of such intent, the
Contractor hereby assumes the risks associated with and shall b e responsible for (i) any changes
in market conditions that affect the cost of labor or materials; (ii) coordination issues between any
drawings for the Project; (iii) elements of work not shown on t he Scope of Work, but which are
reasonably inferable from the Scope of Work; (iv) cost associat ed with acceleration of the work
and expediting of materials necessary to meet the Project Schedule which are the result of anything
other than an Excusable Delay; and (v) the risk of subcontractor default.
Section 4.3 Risks Assumed by Contractor . By submitting a bid for any project, the Contractor
shall be deemed to have thorough ly examined the terms of the RF TOP, the Drawings and
Specifications that may be included with the RFTOP, and shall c onstitute its acknowledgement
that it has been provided with an opportunity to visit the Project site and that such Offeror has had
the opportunity to become familiar with local conditions under which the work is to be performed.
Further, in submitting any such b id, the Offeror shall be deeme d to represent that it has satisfied
itself that it can undertake the work for the stated cost. Amo ng other things, by submitting a bid,
the Offeror assumes the following risks: (1) the nature of the land and subsoil unless such
conditions constitute a Differing Site Condition under Article 4.A of the Standard Contract
Provisions for Construction Contracts; (2) the form and nature of the site and surrounding areas;
(3) details and levels of existing pipe lines, conduits, sewers , drains, cables or other existing
services; (4) the quantities, nature and availability of the ma terials, tools, equipment and labor
necessary for the completion of the work; (5) the means of acce ss to the site and any
accommodation that may be required; (6) uncertainties of weathe r and physical conditions at the
site; and in general to have itself obtained all necessary info rmation as to risk contingencies,
climatic, hydrological and natural conditions and other circums tances which may influence or
affect his performance of the work.
Section 4.4 Allowances. To the extent that the Contract Sum related to a Task Order
includes one or more allowances, such allowances shall be refle cted on the Schedule of Values
attached to such Task Order. The Contract Sum associated with that Task Order shall be adjusted
(either upward or downward) by change order to reflect the actu al cost of the work covered by
such allowance. However, the Contractor shall not exceed the allowance amount specified in each
Task Order Agreement without the Contracting Officer’s approval.
Page 10 of 50
Section 4.5 Tax Exempt Status. The Department expects that the Project will qualify
as tax-exempt under the applicable laws, and such tax exemption shall be reflected in the Contract
Sum.
Page 11 of 50
ARTICLE 5
CONSTRUCTION PHASE
Section 5.1 General. The Construction phase for the work covered by a Task Order
shall commence when the Project Manager issues an NTP for Construction. The Contractor shall
construct the work described on the approved design submittals, including any work that is not
specifically shown thereon but is reasonably inferable therefro m o r n e c e s s a r y f o r a f u l l y
functioning Project. The work shal l be carried out in a workman like and timely fashion. All
materials and equipment to be incorporated into the Project sha ll be new and previously unused,
unless otherwise specified, and shall be free of manufacturing or other defects.
Section 5.2 Mandatory Subcontract Provisions. To the extent the Contractor intends
to subcontract a portion of the work, any subcontract in excess of $25,000 shall include the
following provisions:
(1) that, to the extent of the Work or supply within the agreement ’s scope, the
Subcontractor or supplier is bound to the Contractor for the pe rformance of all
obligations which the Contractor owes the Department under the Agreement;
(2) that the Subcontractor or supplie r 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 enrichm ent claim, or otherwise, excep t a s m a y b e
permitted by any applicable mechanic's lien law;
(3) that the Department is a third- party beneficiary of the subcon tract or supply
agreement, entitled to enforce any rights thereunder for its benefit;
(4) that the Subcontractor or suppl ier consents to assignment of i ts agreement to the
Department, at the Department's sole option, if the Contractor is terminated for
default;
(5) that the Subcontractor or suppl ier shall comply immediately wi th a written order
from the Department to the Contractor to suspend or stop work;
(6) that the Subcontractor or supplier shall maintain records of a ll 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-plu s basis, during the
Project and for a period of time specified in the General Condi tions and requiring
the Subcontractor or supplier to make those records available f or review or audit
by the Department during that time;
(7) that the Subcontractor shall obtain and maintain, throughout t he Project, workers'
compensation insurance in accordance with the laws of the Distr ict of Columbia
(This provision is not applicable to supply agreements.);
Page 12 of 50
(8) that, if the Department terminates the Agreement for convenien ce, the Contractor
may similarly terminate the subcontract or supply agreement for convenience, upon
seven (7) days' written notice to the Subcontractor or supplier , and that the
Subcontractor or supplier shall, in such a case, be entitled only to the costs set forth
in the Termination for Convenience provisions of this Agreement;
(9) that the Department shall have the right to enter into a contr act with the
Subcontractor or supplier for the same price as its subcontract or supply agreement
price, less amounts already paid, if the Contractor files a vol untary petition in
bankruptcy or has an involuntary petition in bankruptcy filed against it;
(10) that the Subcontractor or supplie r shall not be entitled to payment for defective or
non-conforming work, materials, or equipment, and shall be obligated promptly to
repair or replace non-conforming work, materials, or equipment at its own cost;
Section 5.3 Certified Subcontractors. The Contractor shall not substitute or replace
any Subcontractor or supplier certified by the District of Columbia Department of Small and Local
Business Development (“DSLBD” or “Department of Small and Local Business Development”)
without the Department's Contracting Officer and the Director of DSLBD’s prior written consent.
Section 5.4 Payment by Joint Check in Certain Instances. If it comes to the
Department's attention that a Subcontractor or supplier has not been paid in timely fashion (other
than for disputed amounts), and if the Contractor fails to cure the problem within five (5) calendar
days after the Department gives it written notice of the failur e to pay, the Department may make
payments to the Subcontractor or supplier and Contractor by joint check, if permissible.
Section 5.5 Site Observations. The Contractor shall visit the site, become familiar with
local conditions under which the work is to be performed, and correlate personal observations with
requirements of the Agreement, Task Order, and approved design submittals, as provided for
projects solicited under the RFTOPs. The Contractor shall carefully study and compare the
Agreement, Task Order, and approved design submittals with each other and with information
furnished by the Department. Before commencing activities, the Contractor shall (1) take field
measurements and verify field conditions; (2) carefully compare this and other information known
to the Contractor with the Agreement, Task Order, and approved design submittals; and (3)
promptly report errors, inconsistencies, or omissions discovered to the Department. Once work is
started, the Contractor assumes the responsibility and costs for the work and the cost of correcting
work previously installed. Once work is started, Contractor assumes the responsibility and costs
for the work and the cost of correcting work previously installed.
Section 5.6 Warranty of the Construction Work. The Contractor warrants to the
Department that materials and equipment furnished under Task Order will be of good quality and
new and previously unused unless otherwise expressly permitted in writing, and shall be free of
manufacturing or other defects and that for the one (1) year pe riod following the Substantial
Completion Date the construction work will be free from defects not inherent in the quality
required or permitted, and that the work will conform to the Sc ope of Work and/or any approved
design documents. The Contracto r’s warranty excludes remedy for damage or defect caused by
Page 13 of 50
abuse, modifications not execute d by the Contractor, improper o r insufficient maintenance,
improper operation, or normal wear and tear and normal usage. The Contractor and a representative
of the Department shall walk the project together eleven (11) m onths after the Substantial
Completion Date to identify any necessary warranty work. In th e event the Contractor fails to
schedule such a walk, the warranty period shall be extended unt il such time as the Contractor
schedules such a walk.
Section 5.7 Extent of Responsibility and Site Conditions. The Contractor shall be
e n t i t l e d t o s u b m i t a c h a n g e r e q u e s t f o r d i f f e r i n g s i t e c o n d i t i ons only to the extent that such
conditions could not have been discovered by a competent visual inspection of the site and are of
unusual nature and differ materia lly from those ordinarily enco untered and generally recognized
as inhering to work of the character provided for in the Contract (such circumstances, “Differing
Site Conditions”). The term Differing Site Conditions shall mean subsurface co nditions on or
adjacent to the Project site which differ materially from those indicated in the geotechnical reports
prepared by the Contractor. T he term Differing Site Conditions shall also include unknown
physical conditions at the site of an unusual nature which diff er materially from those ordinarily
encountered and generally recognized as inhering to work of the character provided for in this
Contract. Prior to commencing construction, the Contractor sha ll be required to conduct a
thorough review of the Project site and the surrounding area an d shall document its findings. In
the event the Contractor fails to undertake and document such a thorough review, the Contractor
shall be deemed to have known of those conditions which a thorough review would have detected.
Any Change Request related to Differing Site Conditions shall be made pursuant to the Standard
Contract Provisions.
Section 5.8 Unsafe Materials and Hazardous Materials
Section 5.8.1 The Contractor shall not bring, spill, or release onto the site asbestos,
PCBs, or any other Hazardous Material that is not customarily u sed in a facility of the type and
similar to the Project, and shall bring to the Department’s att ention any specification of such
Hazardous Materials in the design documents. If the Contractor believes that anything in the Task
Order 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 5.8.2 If Hazardous Materials are discovered on the site, the Contractor shall
immediately inform the Program Manager and the Department of such discovery. The Contractor
shall be entitled to submit a Change Request in accordance with the Standard Contract Provisions
for any Hazardous Materials abatement and disposal work. The Contractor shall comply with all
laws, including, without limitat ion, the requirements of the En vironmental Protection Agency
(“EPA”) and all jurisdictional agencies as well as all laws rel ating to safety, health welfare, and
protection of the environment, in removing, treating, encapsulating, passivating, and/or disposing
of Hazardous Materials, including, but not limited to, removal, treatment, encapsulation,
passivation, and/or disposal of the Hazardous Materials. If any notices to governmental authorities
are required, the Contractor shall also give those notices at the appropriate times. The Contractor
shall ensure abatement subcontractors and disposal sites are ap propriately licensed and
qualified. In addition, the Contractor shall ensure that any s ubcontractors involved in the
Page 14 of 50
abatement of hazardous materials maintain a contractor’s pollution legal liability insurance
policy of at least Two Million Dollars ($2,000,000) for the duration of the project and a period
of three (3) years after Substant ial Completion of the Project, and that any disposal site to
which hazardous materials are taken carries environmental impai rment liability insurance
for the duration of the Project and a period of three (3) years after Substantial Completion
of the Project.
Section 5.8.3 The Contractor shall keep detailed records documenting Work done
so that the Department may independently verify compliance with all laws, the number of units
actually removed, treated, and/or disposed of, and the appropri ate unit price(s) applicable to the
work.
Section 5.9 Progress Meetings. The Contractor shall schedule and conduct at a
minimum bi-weekly progress meetings at which the Department, th e Program Manager and the
Contractor, and appropriate subcontractors can discuss the status of the work. The Contractor shall
prepare and promptly distribute meeting minutes.
Section 5.10 Written Reports. The Contractor shall provi de written reports to the
Program Manager on the progress of the entire work in accordanc e at least every other week,
including, but not limited to, a baseline schedule and schedule u p d a t e s w i t h a n a r r a t i v e
demonstrating the critical path o f the Project in Primavera for mat. The Contractor shall also
maintain a daily log containing a record of weather, Subcontrac tors working on the site, number
of workers, major equipment on the site, Work accomplished, pro blems encountered, and other
similar relevant data as the Department may reasonably require. The log shall be available to the
Department, the architect/engineer, and the Project Manager and/or the Program Manager, and on
a monthly basis a copy of the log shall be submitted to the Department.
Section 5.11 Key Personnel.
The Offeror’s personnel should have the necessary experience and licenses to perform the required
work. Toward that end, Offerors should include within its Propo sal a description of the staff
available to perform this work and their qualifications.
The Contractor will not be permitted to reassign any of the key personnel unless the Department
approves the proposed reassignment and the proposed replacement . When submitting a Task
Order proposal, at a minimum, the Contractor will be required t o propose and commit to one or
more specific Project Managers and Field Superintendents for the particular project. To carry out
the work associated with the resulting Task Order, the Contract or shall provide at least the key
personnel identified in its proposal which shall be included as an exhibit to the Task Order, and
indicate the function(s) each will carry out for the proposed p roject and indicate what percentage
of each such persons time will be devoted to the Task Order pro ject. The Contractor shall not
replace any of the key personnel without the Department's prior written approval.
Section 5.12 Work by Separate Contractors. T h e D e p a r t m e n t r e s e r v e s t h e r i g h t t o
perform construction or operations related to the Project with the Department’s own forces, and to
award separate contracts in connection with other portions of the Project or other construction or
operations on the site.
Page 15 of 50
Section 5.13 Site Safety and Clean-Up.
The Contractor will be required to: (i) provide a safe and effi cient site, with controlled access,
including the installation and pr ovision of such safety barrica des, enclosures and overhead
protection as may reasonably be required by the Department and as may be necessary to ensure a
safe workplace or as may be required by OSHA or other applicable law, and to remove such at the
end of the Work and leave the site in broom clean condition; (ii) be responsible for the security of
its tools, equipment and materials that are stored at the site; (iii) provide wheel washing stations
on site so as to prevent the accu mulation of dirt and other ref use on the streets surrounding the
Project site; (iv) be responsible for site security; and (v) be responsible for the cost of temporary
power used during the constructi on of the Project, including, b ut not limited to, the cost of
installing such temporary wiring as may be required. Such safe ty and clean-up shall include, but
not limited to, the following:
Section 5.13.1 Safety Plan. Prior to the start of construction activities, the Contractor
shall prepare a safety plan fo r the construction phase conformi ng to OSHA 29 CFR 1926 (such
plan, the “ Safety Plan” ) . T h i s p la n will be submitted to the Department for its review and
approval prior to the commencem ent of construction. Once such a plan has been approved, the
Contractor shall comply with it at all times during construction. The Contractor shall be required
to revise the plan as may be reasonably requested by the Depart ment. The cost of revising and
complying with the plan shall not entitle the Contractor to an increase in the Task Order Agreement
Price.
Section 5.13.1.1 Safety Barriers/Fences. As part of its responsibility for Project safety,
the Contractor shall install such fences and barriers as may be necessary. The Contractor shall
develop a plan that describes th e proposed separation and the s pecific nature of the fences and
barriers that will be used.
Section 5.13.1.2 Site Security. The Contractor shall be responsible for site security and
shall be required to provide such watchman as are necessary to protect the site from unwanted
intrusion.
Section 5.13.1.3 Exculpation. The right of the Department to comment on the Safety Plan
and the nature and location of the required fences and barriers shall in no way absolve the
Contractor from the obligation to maintain a safe site.
Section 5.14 Site Logistics Plan. Prior to the start of construction activities, the
Contractor shall prepare a Site Logistics Plan. The Site Logistics Plan shall address: (i) the manner
in which the Contractor intends to organize the site; (ii) the location and description of site fences
and other safety barricades intended to prevent the public from entering the site; (iii) the location
of construction entrances and wheel washing stations; and (iv) parking restrictions and procedures
that will apply to the employees of Contractor and its subcontractors.
Section 5.15 Quality Plan. Prior to the start of construction activities, the Contractor
shall prepare a Quality Plan. The Quality Plan shall address: (i) the processes employed by the
Contractor to ensure quality assurance; (ii) to determine how items are checked for quality and
Page 16 of 50
which items need to be checked; (iii) list the specific quality materials used during the project
including standards, guidelines, checklist, templates, procedures, user guides and processes; and
how the Contractor will handle defective items.
Section 5.16 RESERVED
Section 5.17 Salvaged and Stored Items. The Contractor shall be responsible for
salvaging and storing all items as identified by the Department in accordance with all applicable
District laws and regulations, af ter notifying the Department a nd receiving the Department’s
permission to proceed.
Section 5.18 Sediment and Erosion Control. The Contractor shall be responsible for
installing sediment and erosion control measures, inclusive of, but not limited to: silt fencing, inlet
protection, stabilized construction entrances, and other control measures.
Section 5.19 Cutting and Patching. The Contractor shall be responsible for cutting,
fitting, or patching required to complete the Work or to make i ts parts fit together properly. All
areas requiring cutting, fitting, and patching shall be restored to the condition existing prior to the
cutting, fitting, and patching. The Contractor shall not damage or endanger a portion of the Work
or fully or partially completed construction of the Department or separate contractors by cutting,
patching, or otherwise altering such construction, or by excavation.
Section 5.20 Correction of Work.
Section 5.20.1 The Department shall be at liberty to object and to require the Contractor
to remove forthwith from the Project site and the work and to promptly replace the superintendent,
any foreman, technical assistant, laborer, agent, representativ e, or other person used by the
Contractor in or about the execution or maintenance of the work , who in the sole opinion of the
Department is misconducting himself, or is incompetent or negligent in the proper performance of
his duties, or whose performance in the work is otherwise consi dered by the Department to be
undesirable or unsatisfactory, and such person shall not be aga in employed upon the project
without the written permission of the Department.
Section 5.20.2 Contractor shall promptly correct work rejected by Department for failing
to conform to the requirements of the Scope of Work or any appr oved design document or
applicable law or regulations whe ther observed before or after the project’s completion and
whether or not fabricated, installed or completed, and shall co rrect any work found to be not in
accordance with the requirements within a period of one (1) year from the date of Final Completion
or by terms of an applicable special warranty required by the Task Order Agreement.
Section 5.20.3 If during the guarantee or warrant y period, any material, equip ment or
system requires corrective Work because of defects in materials or workmanship, Contractor shall
commence corrective wo rk within forty-eight (48) hours after re ceiving the notice and work
diligently until corrective work is completed; provided, however, if such notice is received on the
day before a weekend or a holiday, Contractor will commence corrective work on the next business
day. If Contractor does not, in accordance with the terms and provisions of the Contract
Page 17 of 50
Documents, commence all corrective work within forty-eight (48) hours or if Contractor
commences such work but does not pursue it in an expeditious ma nner, Department may either
notify the bonding company (if any) to have such work and/or ob ligations performed at no
additional cost to Department or may perform such Work and/or obligations and charge the costs
thereof to Contractor.
Section 5.21 Manufacturers’ Warranties.
Section 5.21.1 The Contractor warrants that all manufacturers’ or other warranties on all
labor, materials, and equipment furnished by Contractor or a Su bcontractor or supplier shall run
directly to or will be specifically assigned to Department on d emand or upon Project completion
without demand. In the event any issue or defect which would be covered by any warranty arises
but is not addressed by the gra ntor of the warranty, the Contra ctor shall be required to act as the
guarantor of the obligations under the warranty and to perform under the terms of the warranty.
Section 5.21.2 The Contractor warrants that the installation of all materials and equipment
shall be in strict accordance with the manufacturer’s requirements or specifications.
Section 5.22 Close-Out and Training. The Contractor shall also provide the Department
with a complete set of its Pro ject files, including, but not li mited to, shop drawings, product
manuals, warranties, etc., prepared by the Contractor or its su bcontractors along with any other
documentation that may reasonably be requested by the Department or its Program Manager and/or
Project Manager, at close out so as to assist the Department in operating the building. In addition,
if the Project includes work on heating or cooling systems, at the beginning of the first heating and
cooling season following turnover of the Project, the Contracto r shall be available to assist with,
and train the building engineers and staff in the start-up of the building systems for the new weather
cycle.
Section 5.23 Schedule Update. The Contractor shall submit bi-weekly schedule
updates, which shall reflect actual conditions of Project progress as of the date of the update. The
update shall reflect the actual progress of construction, ident ify developing delays, regardless of
their cause, and reflect the Contractor's best projection of th e 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 sc hedule), the Contractor shall i dentify the causes of any potential
delay and state what, in the Contractor's judgment, must be don e to avoid or reduce that delay.
The Contractor shall point out, in its narrative, changes that have occurred since the last update,
including those related to major changes in the scope of work, activities modified since the last
update, revised projections of durations, progress, and completion, revisions to the schedule logic
or assumptions, and other relevant changes. Any significant variance from the previous schedule
or update shall also be identified in a narrative, together wit h the reasons for the variance and its
impact on Project completion. All schedule updates shall be in P r i m a v e r a 6 f o r m a t . T h e
Department may make reasonable requests during the Project for changes to the format or for
further explanation of information provided. Submission of upd ates 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
Page 18 of 50
the scheduled completion date. The Department’s receipt of, and lack of objection to, any schedule
update showing Substantial Completion or Final Completion later than the dates agreed upon in
the Project Schedule shall not be regarded as the Department’s agreement that the Contractor may
have an extension of time, or as a waiver of any of the Departm ent’s rights, but merely as the
Contractor’s representation that, as a matter of fact, Substant ial 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 circumst ances and only by the methods
set forth in the Task Order Agreement.
Section 5.24 Acceleration. Subject to the terms of this Section, the Department shall
have the right to direct the C ontractor to accele rate the work if, in the reasonable judgment of
Department, the Contractor fails to: (i) 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 materially f alls behind the projections co ntained 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 h ave occurred, the Department shall
provide the Contractor with written notice of such event and th e Contractor shall be required to
provide the Department with a corrective action plan that is re asonably designed to address the
concerns raised in such notice within three (3) days after receipt of such notice. If the Department
and the Contractor are unable to agree on the terms of such cor rective action plan within five (5)
calendar days after the issuance of the notice (i.e. with forty eight (48) hours af ter the receipt of
the proposed corrective action plan), the Department shall have the right to direct such acceleration
as the Department, in its reasona ble judgment, deems necessary. Provided the notice provisions
of this Section are complied with, the cost of any acceleration directed under this Section shall not
justify an adjustment to the Task Order Price or the Substantial Completion Date. The Contractor
hereby acknowledges that this provision is a material inducement upon which the Department has
relied in entering into the Contract, and represents and warran ts that it has included sufficient
funding in its Task Order Price in order to comply with the requirements of this Section.
Page 19 of 50
ARTICLE 6
SUBSTANTIAL AND FINAL COMPLETION/CLAIMS FOR ADDITIONAL TIME
Section 6.1 Time is of the essence of this Agreement.
Section 6.2 The Contractor shall substantially complete a project no later than the date
identified in each Task Order (“Substantial Completion Date”). For purposes of this requirement,
the term “ Substantially Complete” shall mean that all of the following have occurred: (1) the
Work has been completed with only minor punch list items remain ing to be completed; (2) any
and all required permits or approvals related to the Work have been obtained; (3) all operating and
maintenance manuals, training videotapes and warranties require d by the Contract have been
delivered to the Department; (4) any supplemental training sess ion required by each Task Order
for operating or maintenance personnel have been completed; (5) all clean-up required by each
Task Order has been completed; and (6) the project is ready for the Department to use it for its
intended purpose. “Minor punch list items” are defined for thi s purpose as items that, in the
aggregate, can be completed within thirty (30) days without int e r f e r i n g w i t h t h e D e p a r t m e n t ' s
normal use of the Project. Final Completion shall mean the point at which Substantial Completion
has been achieved, all punch list items noted at Substantial Completion have been completed, and
all documents the Contractor is required to deliver to the Depa rtment as a condition to receiving
final payment have been received. The Work is defined as the construction and services required
by the Contract, whether completed or partially completed, and includes all other labor, materials,
equipment, and services provided or to be provided by the Contr actor to fulfill the Contractor’s
obligations. The work may constitute the whole or a part of the project. Final Completion Date is
30 days from the Substantial Completion Date or as defined in e ach individual Task Order
Agreement.
Section 6.3 The Contractor will perform the work so that it shall achieve S ubstantial
Completion by the Substantial Completion Date. Unless the failu re to achieve Substantial
Completion by the Substantial Completion Date is a result of an Excusable Delay, as defined in
Section 6.3, the delay shall be deemed Non-Excusable and the Contractor shall not be entitled to
an extension of the Substantial Completion Date or for further compensation. Without limiting the
generality of the foregoing, delays for the following reasons s hall be regarded as Non-Excusable
and shall not entitle the Contractor to an extension of time:
(1) Delays due to job site labor disputes, work stoppages, or suspensions of the Work;
(2) Delays due to adverse weather, unless the Contractor establishe s 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 Atmospher ic
Administration, for the Project locale for the ten (10) years preceding the effective
date of the Agreement;
(3) Delays due to the failure of t he Contractor or Subcontractors or material suppliers
at any tier to perform in a time ly or proper fashion, without r egard to concepts of
negligence or fault;
Page 20 of 50
(4) Delays due to Site conditions, whether known or unknown as of t he effective date
of the Agreement, foreseeable or unforeseeable at that time, naturally occurring or
man-made; provided, however, th at delays due to Differing Site Conditions or
hazardous materials remediation shall be deemed an Excusable Delay;
(5) Delays in completing the preconstruction activities, unless the result of a delay by
the Department or the Program Manager beyond the timeframes set forth herein or
in the Task Order, or an event of force majeure; or
(6) Delays due to design submissions as described in Section 3.4.
Section 6.4 The Contractor shall be entitled to an adjustment in the Substa ntial
Completion Date due to an Excusable Delay. The term "Excusable Delay" shall mean:
(1) Delays due to adverse weather other than those that are classif ied as a Non-
Excusable delay;
(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 Cont ractor; provided,
however, that in no event shall a Non-Excusable delay or the ac tion of the
Contractor, or any of its employees, agents, Subcontractors or material suppliers be
deemed an Excusable Delay; or
(3) Delays caused by Differing Site Conditions or hazardous materials remediation.
In addition to the forgoing, a delay shall be deemed to be an E xcusable Delay only to the extent
that such delay (i) warrants an extension in the Substantial or Final Completion Date; (ii) has not
been caused by the Contractor or any of its employees, agents, Subcontractors or material
suppliers; (iii) is of a duration of not less than three (3) days; (iv) is on Project’s critical path; and
(v) is in addition to any time contingency periods set forth in the critical path.
Section 6.5 If the Contractor wishes to make a claim for an increase in th e Agreement
time, written notice as provided herein shall be given. The Con tractor’s claim shall include an
estimate of the cost and of the probable effect of delay on the progress of the Work. In the case of
continuing delay, only one claim is necessary.
Page 21 of 50
ARTICLE 7
PAYMENT PROVISIONS
Section 7.1 Compensation. The Contractor shall be paid its compensation in a series
of progress payments and a final payment. Progress payments sha ll be based on a Schedule of
Values that is agreed upon by the Parties, as well as the Proje ct Manager and/or the Program
Manager’s good-faith estimate of the level of completion for ea ch component of the Schedule of
Values.
Section 7.2 Schedule of Values. The Contractor shall prepare a Schedule of Values
that breaks down the Task Order Price for the various parts of the Work. The Schedule of Values
shall be maintained in such a ma nner to provide a breakdown of the Task Order Price in enough
detail to facilitate continued evaluation of applications for p ayment and progress reports. Large
subcontracts shall be broken into several line items where, in the opinion of the Project Manager
and/or the Program Manager, such detail is necessary to properl y track the progress of the Work.
The proposed schedule of values shall also include separate line items for each part of the Work if
so required by the Project Manager and/or the Program Manager. The Contractor and the Project
Manager and/or the Program Manager shall meet as necessary to m aintain the schedule of values
for the Project in a manner accep table to the Project Manager a nd/or the Program Manager. No
progress payments shall be made unless the then-current Schedule of Values is acceptable to the
Project Manager and/or the Program Manager.
Section 7.3 Retention. The Department shall withhold from each progress payment an
amount equal to ten percent (10%) of each progress payment. On ce Substantial Completion has
occurred, the Department will reduce the retention being withhe ld to an amount that is equal to
Two Hundred percent (200%) of the Program Manager’s good faith estimate of the remaining
Work.
Section 7.4 Documents Required w ith Application for Payment. Each Application
for Payment shall be accompanied by the Contractor's job cost ledgers in a form satisfactory to the
Department, the Subcontractors’ and Suppliers’ Applications for Payment on AIA Documents
G702 and G703 or other form acceptable to the Department, and s uch other supporting
documentation as the Department may reasonably request.
Section 7.5 Timely Payment of Subcontractors. Within seven (7) days of receiving
any payment from the Department including amounts attributable to Work performed, or materials
or equipment supplied, by a Subcontractor or supplier, the Cont ractor shall either pay the
Subcontractor or supplier for its proportionate share of the am ount paid to the Contractor for the
Subcontractor’s or supplier’s Wor k or materials or equipment, o r notify the Department and the
Subcontractor or supplier, in wri ting, of the Contractor’s inte ntion to withhold all or part of the
payment and state the reason fo r the withholding. All monies p aid to the Contractor under the
Agreement shall be used first to pay amounts due to Subcontract ors or suppliers supplying labor
or materials for the Pro ject, and only money remaining after su ch payments are made may be
retained by the Contractor. Monies paid by joint check shall be deemed to have been paid fully to
the Subcontractor or supplier na med as a joint payee, unless th e Department agrees otherwise in
Page 22 of 50
writing. Any interest paid to Subcontractors or suppliers because the Contractor has failed to pay
them in a timely fashion shall not entitle the Contractor to a Change Order.
Section 7.6 Lien Waivers. Each Application for Payment shall be accompanied by
written waivers of the right to file a mechanic's lien and all other claims (Exhibit G).
Section 7.7 Submission. On the twenty-fifth (25th) day of each month, the Contractor
shall submit to the Department (with a copy to the Program Manager) an Application for Payment,
which Application for Payment sh all cover the entire month duri ng which the Application for
Payment is submitted. All amounts formally submitted via Applic ation for Payment and not
disputed by the Department sha ll 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.
Section 7.8 Right to Withhold Payments. The Department will notify the Contractor
within fifteen (15) days after receiving any Application for Pa yment of any defect in the
Application for Payment or the Contractor’s performance, which may result in the Department’s
declining to pay all or a part of the requested amount. The Dep artment may withhold payment
from the Contractor, in whole or in part, as appropriate, if:
1. The Work is defective and such defects have not been remedied; or
2. The Department has determined tha t the Contractor's progress ha s fallen behind the
Project Schedule, and the Contractor fails, within ten (10) cal endar days of the
Department's written demand, to provide the Department with a r ealistic and
acceptable plan to recover the delays; or
3. The Contractor has failed to pay Subcontractors or suppliers pr omptly or has made
false or inaccurate certifications that payments to Subcontractors or suppliers are due
or have been made; or
4. any mechanic's lien has been filed against the Department, the site or any portion
thereof or interest therein, or a ny improvements on the site, e ven though the
Department has paid all undisputed amounts due to the Contracto r, and the
Contractor, upon notice, has failed to remove the lien, by bonding it off or otherwise,
within ten (10) calendar days; or
5. The Contractor is otherwise in substantial breach of this Agreement.
Section 7.9 Payment Not Acceptance. Payment of any progress payment or final
payment shall not constitute acceptance of Work that is defective or otherwise fails to conform to
the Agreement, or a waiver of any rights or remedies the Depart ment may have with respect to
defective or nonconforming Work.
Page 23 of 50
ARTICLE 8
INDEMNIFICATION
Section 8.1 Indemnification shall be governed by the terms of the Departme nt’s
Standard Contract Provisions (Construction Contracts and Architectural and Engineering Services
Contracts, as applicable) attached as Exhibit A1 and A2.
Page 24 of 50
ARTICLE 9
CHANGES CLAUSE
Section 9.1 Changes Authorized. The Department may, without invalidating this
Agreement or any Task Order issued pursuant to this Agreement, and without notice to or approval
of any surety, order changes in the Work released through any T ask Order, including additions,
deletions, or modifications. Any such change must be conveyed b y t h e D e p a r t m e n t t o t h e
Contractor via a written Change Directive or Change Order.
Section 9.2 Executed Change Dir ective/Change Order Required. O n l y a w r i t t e n
Change Directive or Change Order, executed by the Department, m ay make changes to the
Agreement. In particular, but w ithout limitation, a written Cha nge Directive or Change Order
executed by the Department is the only means by which changes m ay be made to the Substantial
or Final Completion Date, or the Contract Sum.
Section 9.3 Department-Initiated Changes. If the Department wishes to make a
change in the Work or to accelerate the Work, it will execute and issue to the Contractor a written
Change Directive, either directi ng the Contractor to proceed at once with the changed Work or
directing it to not to proceed, but to inform the Department, i n writing, of the amount, if any, by
which the Contractor believes that Substantial or Final Completion Date and/or the Contract Sum
should be adjusted to take the Change Order or Change Directive into account.
Section 9.4 Notice of Change Event. The Contractor must give the Department written
notice of any Change Event within ten (10) calendar days of the date on which the Contractor
knew, or reasonably should have known, of the Change Event. To the extent available, the notice
must state the nature of the Change Event and describe, general ly, all changes in the Contract to
which the Contractor believes it is entitled. Such notice is a n express condition precedent to any
claim or request for adjustment to the Substantial or Final Completion Date, or the Contract Sum
arising from the Change Event and, if the notice is not given w ithin the required time, the
Contractor will have waived the right to any adjustment to the Substantial or Final Completion
Date or the Contract Sum arising from the Change Event.
Section 9.5 Detailed Change Request. Within twenty (20) days after giving notice of
a change event, the Contractor s hall submit a written change re quest describing, in reasonable
detail, all adjustments it seeks to the Substantial or Final Completion Date or the Contract Sum as
a result of the Change Event. The change request shall include the same information as described
in Section 9.4 with respect to any Contract changes the Contractor seeks due to the Change Event,
and the amount of any requested a djustment to the Contract Sum shall be limited in accordance
with that Subparagraph.
Section 9.6 Reserved
Section 9.7 Failure to Agree. If the Contractor claims entitlement to a change in the
Agreement, and the Department does not agree that any action or event has occurred to justify any
change in time or compensation, or if the parties fail to agree upon the appropriate amount of the
adjustment in time or compensation, the Department will unilate rally make such changes, if any,
Page 25 of 50
to the Agreement, as it determines to be appropriate pursuant t o the Agreement. The Contractor
shall proceed with the Work and the Department's directives, wi thout interruption or delay, and
shall make a claim as provided in Article 13, if needed. Failure to proceed due to a dispute over a
change request shall constitute a material breach of the Agreem ent and entitle the Department to
all available remedies for such breach, including, without limitation, termination for default.
Section 9.8 Department’s Des ignated Representative. The Department designates
the individual(s) identified in Exhibit B 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 B, 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 e xecution of Change Orders or
Change Directives, and shall render such decisions promptly and furnish information
expeditiously, so as to avoid unreasonable delay in the services or performance of the Work of the
Design-Builder. In order for the Department to effectively manage the Project and assure that the
Design-Builder does not receive conflicting instructions regard ing the Work, the Design-Builder
shall promptly notify the Depa rtment’s representative upon rece iving any instructions or other
communication in connection with t he Design-Builder’s Work from any employee of the
Department or other purported ag ent of the Department other tha n the Department’s designated
representative.
Page 26 of 50
ARTICLE 10
LIQUIDATED DAMAGES
Section 10.1 If the Contractor fails to achieve Substantial Completion 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, t h e C o n t r a c t o r s h a l l p a y t o t h e
Department, as fixed and liquidated delay damages in the amount specified in the Task Order for
failure to meet the Substantial Completion Date. The Contractor and the Department agree that the
liquidated damages 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. In the
event the Contractor fails to meet the Substantial Completion D ate as defined in each individual
Task Order Agreement, the Contractor consents to a termination for default.
Page 27 of 50
ARTICLE 11
INSURANCE AND BONDS
Section 11.1 Insurance Requirements shall be obtained from the District of C olumbia
Office of Risk Management (“ORM”) and incorporated within each RFTOP.
Section 11.12 Performance Bond and Payment Bond.
Section 11.12.1 Trade Subcontractor Bonds
All trade subcontractors shall pr ovide a payment and performanc e bond having a penal
value equal to One Hundred Percent (100%) of the cost of the trade subcontract for any subcontract
valued at One Hundred Thousand Dollars ($100,000) or more. All such bonds shall be written on
a dual-oblige basis.
Section 11.12.2 Contractor’s Payment and Performance Bond
For each Task Order valued at One Hundred Thousand Dollars ($10 0,000) or more, as
applicable, the Contractor shall, at the time the Task Order, a s applicable, is executed, provide to
the Department a payment bond and performance bond, each with a penal sum equal to the
Contract Sum of the Task Order, as applicable. 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 Contract or, even if such amount exceeds
the penal value of such bond.
Page 28 of 50
ARTICLE 12
ECONOMIC INCLUSION AND COMPLIANCE
Section 12.1 General : Under the provisions of the “ Small and Certified Business
Enterprise Development and Assistance Act of 2005”, D.C. Code § 2-218.01 et seq., as amended
(“Act”, as used in this section), the District shall apply preferences in evaluating proposals from
businesses that are certified by the DSLBD pursuant to Part D of the Act.
Section 12.2 Application of Preferences
For evaluation purposes, the allo wable preferences under the Ac t shall be applicable to prime
contractors as follows:
1. Any prime contractor that is a small business enterprise (“ SBE”) certified by the
DSLBD will receive the addition of three (3) points on a 100-po int scale added to
the overall score.
2. Any prime contractor that is a resident-owned business (“ROB ”) certified by
DSLBD will receive the addition of five (5) points on a 100-poi nt scale added to
the overall score.
3. Any prime contractor that is a longtime resident business ( “LRB”) certified by
DSLBD will receive the addition of five (5) points on a 100-poi nt scale added to
the overall score.
4. Any prime contractor that is a local business enterprise (“L BE”) certified by
DSLBD will receive the addition of two (2) points on a 100-poin t scale added to
the overall score.
5. Any prime contractor that is a local business enterprise wit h its principal offices
located in an enterprise zone (“DZE”) certified by DSLBD will receive the addition
of two (2) points on a 100-point scale added to the overall score.
6. Any prime contractor that is a disadvantaged business enterp rise (“DBE”) certified
by DSLBD will receive the addition of two (2) points on a 100-p oint scale added
to the overall score.
7. Any prime contractor that is a veteran-owned business (“VOB” ) certified by
DSLBD will receive the addition of two (2) points on a 100-poin t scale added to
the overall score.
8. Any prime contractor that is a local manufacturing business enterprise (“LMBE”)
certified by DSLBD will receive the addition of two (2) points on a 100-point scale
added to the overall score.
9. Any prime contractor that is an equity impact enterprise certified by DSLBD will
receive the addition of five (5) points on a 100-point scale added to the overall
score.
A certified business enterprise shall be entitled to any or all of the preferences provided
in this section, but in no case shall a certified business enterprise be entitled to a
preference of more than 12 points or a reduction in price of more than 12 percent.
Page 29 of 50
Section 12.3 Reserved
Section 12.4 Mandatory Subcontracting Plan and Requirements.
The Contractor shall comply with the terms of the mandatory sub contracting requirements as
follows:
Section12.4.1 Unless the Director of the Department of Small and Local Busin ess
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 small business enterprises (SBEs).
Section 12.4.2 If th ere are insufficient SBEs to completely fulfill the requiremen t of
Subsection 12.4.1 above, then the subcontracting may be satisfied by subcontracting 35% of the
dollar volume to any qualified certified business enterprises (CBEs); provided, however, that all
reasonable efforts shall be made to ensure that SBEs are signif icant participants in the overall
subcontracting work.
Sectio 12.4.3 A prime contractor that is certified by DSLB D as a small, loca l or
disadvantaged business en terprise shall not be r equired to comply with the provisions of
Subsections 12.4.1 and 12.4.2 above.
Section 12.4.4 Except as otherwise provided in D.C. Official Code § 2-218.46, 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 subco ntracts, 35% of the subcontracting
effort shall be with CBEs.
A CBE prime contractor that performs less than 35% of the contr acting effort shall be subject to
enforcement actions under D.C. Official Code § 2- 218.63.
Section 12.4.5 If the prime contractor 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, the CBE member of the certified joint venture shall pe rform 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. If the CBE member of the certified joint venture prime
contractor performs less than 50% of the contracting effort, the certified joint venture shall be
subject to enforcement actions under D.C. Official Code § 2-218.63.
Section 12.4.6 Each CBE utilized to meet these subcontracting requirements shall perform
at least 35% of its contracting effort with its own organization and resources.
Section 12.4.7 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 throu gh a set-aside program, shall
perform at least 50% of the on-site work with its own organization and resources if the Contract
is $1 million or less.
Page 30 of 50
Section 12.5 Subcontracting Plan Requirements
Section 12.5.1 If the Prime Contractor is required by law to subcontract under the Task
Order, it must submit a subcontracting plan for at least (50%) of the dollar volume of the contract
in accordance with D.C. Official Code § 2–218.91. The subcontracting plan shall be submitted as
part of the Proposal. Any reduction in the dollar volume of the subcontracted portion resulting
from an amendment of the plan shall inure to the benefit of the District and the Department. Each
subcontracting plan shall include the following:
(a) The name and address of each subcontractor;
(b) A current certification number of the small or certified business enterprise;
(c) The scope of work to be performed by each subcontractor; and
(d) The price that the Prime contractor will pay each subcontractor.
Section 12.5.2 Copies of Subcontracts
Within twenty-one (21) days of the date of award, the Contracto r shall provide fully executed
copies of all subcontracts identified in the subcontracting plan to the Contracting Officer, Project
Manager, District of Columbia Auditor, and the Director of Depa rtment of Small and Local
Business Development.
Section 12.5.3 Subcontracting Plan Compliance Reporting
a) The Prime Contractor has a subc ontracting plan required by law for this Agreement; the
Prime Contractor shall submit a quarterly report to the CO, 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:
1. The price that the Prime Contractor will pay each subcontractor under the
subcontract;
2. A description of the goods procured, or the services subcontracted for;
3. The amount paid by the Prime Contractor under the subcontract;
4. A copy of the fully executed subcontract, if it was not provide d with an earlier
quarterly report.
b) If the fully executed subcontract is not provided with the quar terly report, the Prime
Contractor will not receive credit toward its subcontracting re quirements for that
subcontract.
Section 12.5.4 Annual Meetings
Upon at least 30 days written notice provided by DSLBD, the Contractor shall meet annually with
the CO, contract administrator (“CA”), District of Columbia Aud itor, and the Director of the
Department of Small and Local Business Development to provide an update on its subcontracting
plan.
Page 31 of 50
Section 12.5.5 DSLBD Notices
The Contractor shall provide written notice to DSLBD and the District of Columbia Auditor upon
commencement of the Task Order Agreement and when the Task Order Agreement is completed.
Section 12.5.6 Enforcement and Penalties for Breach of Subcontracting Plan
A Prime Contractor shall be deemed to have breached a subcontracting plan required by law, if the
Prime Contractor: (i) fails to submit subcontracting plan monitoring or compliance reports or other
required subcontracting information in a reasonably timely mann er; (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. A Prime Contractor that is found to
have breached its subcontracting plan for utilization of Certified Business Enterprises (“CBEs”) in
the performance of a contract shall be subject to the impositio n of penalties, including monetary
fines in accordance with D.C. Official Code § 2-218.63. If the CO determines the Prime
Contractor’s failure to be a material breach of the Agreement, the CO shall have cause to terminate
the Agreement under the default provisions in the Standard Contract Provisions. Neither the Prime
Contractor nor its subcontractor may remove a subcontractor or tier-subcontractor if such
subcontractor or tier-subcontractor is certified as a Local Small Disadvantaged Business Enterprise
(“LSDBE”) business unless the Department approves of such removal, in writing. The Department
may condition its approval upon the Prime Contractor developing a plan that is, in the Department’s
sole and absolute judgment, adequate to maintain the level of LSDBE participation on the Project.
Section 12.5.7 Residency Hiring Requirements for Contractors and Subcontractors
Section 12.5.7.1 For Task Order Agreements for services in the amount of $300,00 0 or
more, the Contractor 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 12.5.7.2 The Contractor shall enter into and maintain during the term of t h e
Agreement and subsequent Task Order Agreements, a First Source Employment Agreement
(Employment Agreement) with the District of Columbia Department of Employment Services
(“DOES”), in which the Contractor 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 occurrin g in all jobs covered by the
Employment Agreement shall be the First Source Register.
Section 12.5.7.3 If applicable, the Contractor shall comply with subchapter X of Chapter
II of Title 2, and all successor acts thereto, including, by no t limited to, the Workforce
Intermediary Establishment and Reform of First Source Amendment Act of 2011 , and the
rules and regulations promulgated thereunder, including, but no t 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
Page 32 of 50
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 12.5.7.4The Contractor shall not begin performance of the Task Order Agreements
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 12.5.7.5 The Contractor agrees that at least 51% of the new employees hi red to
perform the contracts shall be District residents. The Contractor shall ensure that at least fifty-one
percent (51%) of the Contractor’s team and every sub-consultant’s and subcontractor’s employees
hired after the effective date of the Agreement, or after such subconsultant or subcontractor enters
into a contract with the Contractor, to work on projects shall be residents of the District of
Columbia. This percentage shall be applied in the aggregate, and not trade by trade.
Section 12.5.7.6 The Contractor’s hiring and reporting requirements under the First Source
Act and any rules promulgated thereunder shall continue for the term of the Agreement and any
subsequent Task Order Agreements.
Section 12.5.7.7 The CO may impose penalties, including monetary fines of 5% of the
total amount of the direct and indirect labor costs of the cont ract, for a willful breach of the
Employment Agreement, failure to submit the required hiring com pliance reports, or deliberate
submission of falsified data.
Section 12.5.7.8 If the Contractor does not receive a good faith waiver, the CO may also
impose an additional penalty equal to 1/8 of 1% of the total amount of the direct and indirect labor
costs of the contract for each percentage by which the Contract or fails to meet its hiring
requirements.
Section 12.5.7.9 Any contractor which violates, more than once within a 10-year
timeframe, the hiring or reporting requirements of the First So urce Act shall be referred for
debarment for not more than five (5) years.
Section 12.5.7.10 The Contractor may appeal any decision of the CO pursuant to th is
clause to the DC Contract Appeals Board located at 441 4th Street, NW, Suite 350N, Washington,
DC 20001.
Section 12.5.7.11 The provisions of the First Source Act do not apply to nonprofi t
organizations that employ 50 employees or less.
Section 12.6 Apprenticeship Act
The District of Columbia Apprenticeship Act of 1946, D.C. Offic ial Code §§ 32-1401 et seq.
(“Apprenticeship Act”), as amended, may apply to the project. All subcontractors selected to
Page 33 of 50
perform work on the project on a craft-by-craft basis shall be required to comply with this
Apprenticeship Act. All terms and conditions of the Apprentices hip Act, D.C. Apprenticeship
Council Rules and Regulations, as well as any federal requireme nts, shall be implemented. The
Prime Contractor shall be liable for any subcontractor non-compliance. Thirty-five percent (35%)
of all apprentice hours must be worked by District residents.
Section 12.6.1 The Contractor shall maintain detailed records relating to the general hiring
of District of Columbia and community residents
Section 12.6.2 The Contractor shall be responsible for: (i) including the provisions of this
Section 12.4 in all subcontracts; (ii) collecting the information required in this Section 12.4 from
its Subcontractors; and (iii) providing the information collect ed from its Subcontractors in any
reports required to be submitted by the Contractor pursuant to this Section 12.4.
Section 12.7 Equal Employment Opportunity and Hiring of Distric t Residents. In
accordance with the District of Columbia Administrative Issuanc e System, Mayor’s Order 85-85
dated June 10, 1985, “on compliance with Equal Opportunity Requirements in District government
contracts,” each contracting shall submit the forms for complet ion of the Equal Employment
Opportunity Information Report incorporated herein as Exhibit C. An award cannot be made to
any contractor who has not satisfied the Equal Employment Requirements.
ARTICLE 13
CLAIMS & DISPUTE RESOLUTION
Section 13.1 All claims or disputes arising out of this Agreement shall be governed by
the terms of the Department’s Standard Contract Provisions (Con struction Contract and
Architectural and Engineering, as applicable) attached as Exhibit A1 and A2.
Page 34 of 50
ARTICLE 14
MISCELLANEOUS PROVISIONS
Section 14.1 Extent of Contract. The Agreement, which includes this Contract and the
other documents incorporated herein by reference, represents the entire and integrated agreement
between the Department and Contractor and supersedes all prior negotiations, representations, or
agreements, either written or oral. The Agreement may be amende d only by a written instrument
signed by both the Department and Contractor. All of the docume nts 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, as the intent of the Agreement is, with
specific identified exceptions, to require the Contractor to as sume entire responsibility for the
Project. If there is any incons istency among the documents comp rising the Agreement, the order
of precedence among them is as follows, with the first listed document having the highest priority:
the Agreement and its Modifications; Change Orders and Exhibits (any Change Order issued and
executed by the Department shall supersede those portions of earlier dated contract documents to
which it pertains); Task Orders and Exhibits; Standard Contract Provisions (any missing term in
the Agreement, however, shall be addressed in accordance with the Standard Contract Provisions);
Contractor’s Offer/Award Form; and Sections A & B of the RFQ.
Section 14.2 Ownership And Use of Documents. The drawings, specifications, and
other documents prepared by the Contractor’s architect/engineer, and copies thereof furnished to
the Contractor, are for use sole ly with respect to the Task Ord er project. They are not to be used
by the Contractor, Subcontractor s, Sub-subcontractors, or suppl iers on other projects, or for
additions to the Task Order project outside the Task Order Scope of the Work, without the specific
written consent of the Department and the architect/engineer.
Section 14.3 Governing Law. The Contract shall be governed by and construed in
accordance with the laws of the District of Columbia, without r egard to its conflict of laws
principles.
Section 14.4 Buy American Act Provision. The Contractor shall comply with the
provisions of the Buy American Act (41 U.S.C. §§ 8301–8305), in cluding, but not limited to, the
purchase of steel. To the extent that the language in this sect ion contradicts the language under
Article 24 of The Department Sta ndard Contract Provisions for C onstruction Contracts (Exhibit
A1) regarding compliance with the Buy American Act, the language in this section should
supersede.
14.4.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301–830 5), 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 that only domestic construction material will be used by the Contractor, subcontractors,
material men and suppliers in the performance of the Agreement, except for non-domestic material
listed in the Agreement.
“Components” as used in this Section, means those articles, mat erials, and supplies incorporated
directly into the end products.
Page 35 of 50
“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 manufac tured in the United States, if the
cost of its components mined, produced, or manufactured in the United States, exceeds 65 percent
of the cost of all its components. For an end product that consists wholly or predominantly of iron
or steel or a combination of both, the cost of foreign iron and steel must constitute less than 5
percent of the cost of all the components used in the end product.
Components of foreign origin of the same class or kind as the products shall be treated as domestic.
Scrap generated, collected, and prepared for processing in the 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 Contractor shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured in the Unites States
in sufficient and reasonably available commercial quantities of a satisfactory quality;
3. For which the District determines that domestic preference would be inconsistent with the
public interest; or
4. For which the District determines the cost to be unreasonable.
14.4.2 Domestic Construction Material. “Construction material” means any article,
material, or supply brought to th e construction site for incorp oration in the building or work. An
unmanufactured construction material is a “domestic constructio n material” if it has been mined
or produced in the United States. A manufactured construction material is a “domestic construction
material” if it has been manufactured in the United States and if the cost of its components which
have been mined, produced, or manufactured in the United States exceeds 65 percent of the cost
of all its components. “Component” means any article, material, or supply directly incorporated in
construction material. If the construction material consists wholly or predominantly of iron or steel,
the iron or steel was produced in the United States; or, for co nstruction material that consists
wholly or predominantly of iron or steel or a combination of bo th, 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.
14.4.3 Domestic Component. A component shall be considered to have been “mined,
produced, or manufactured in the U nited States” regardless of i ts source, in fact, if the article,
material or supply in which it is incorporated was manufactured in the United States and the
component is of a class or kind determined by the Government to be not mined, produced or
manufactured in the United States in sufficient and reasonably available commercial quantities and
of a satisfactory quality.
Page 36 of 50
14.4.4 Foreign Construction Material. “Foreign construction material” means a
construction material other than a domestic construction material.
Section 14.5 Davis-Bacon Act Provision. The Contractor agrees that the Work
performed under the proposed Task Order shall be subject to the Davis Bacon Wage Determination
Service Act as set forth in Exhibit F1 and Title 29 Code of Federal Regulations (“CFR”), 5.5
Davis Bacon Provision as set forth in Exhibit F2 in effect at the time of the Task Order execution
by the Department.
Section 14.6 WAY TO WORK AMENDMENT ACT OF 2006
Section 14.6.1 Except as described in Section 14.7.8 below, the Contractor shall comply
with Title I of the Way to Work Amendment Act of 2006, effectiv e June 8, 2006 (DC Law 16-
118, DC 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 (Exhibit D).
Section 14.6.2 The Contractor shall pay its employees and subcontractors who perform
services under the Contract no less than the current living wage.
Section 14.6.3 The Contractor shall include in any subcontract for $15,000 or m o r e a
provision requiring the subcontractor to pay its employees who perform services under the
Contract no less than the current living wage rate.
Section 14.6.4 The DOES may adjust the living wage annually, and the Contract or will
find the current living wage rate on its website at www.does.dc.gov.
Section 14.6.5 The Contractor shall provide a copy of the Fact Sheet attached as Exhibit
D to each employee and subcontractor who performs services under the Contract. The Contractor
shall also post the Notice attached as Exhibit D in a conspicuous place in its place of business.
The Contractor 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 14.6.6 The Contractor shall maintain its payroll records under the Contract in the
regular course of business for a period of at least three (3) y ears from the payroll date, and shall
include this requirement in its subcontracts for $15,000 or more under the Contract.
Section 14.6.7 The payment of wages required under the Living Wage Act of 2006 shall
be consistent with and subject to the provisions of DC Official Code §32-1301 et seq.
Section 14.6.8 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;
Page 37 of 50
(3) Contracts for electricity, telepho ne, water, sewer, or other se rvices provided by a
regulated utility;
(4) Contracts for services needed i mmediately to prevent or respond to a disaster or
imminent threat to public health or safety declared by the Mayor;
(5) Contracts or other agreements t hat provide trainees with additi onal 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 vaca tion period, or
enrolled as a full-time student, as defined by the respective i nstitution, who is in
high school or at an accredited in stitution 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 construct ed 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 taxation 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 Medica id recipients,
provided, that the direct care se rvice is not provided through a home care agency,
a community residence facility, or a group home for mentally re tarded persons as
those terms are defined in section 2 of the Health-Care and Community Residence
Facility, Hospice, and Home Ca re Licensure Act of 1983, effecti ve February 24,
1984 (DC Law 5-48; DC 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 Admin istration to
provide health services.
Section 14.6.9 The Mayor may exempt a contractor from the requirements of the Living
Wage Act of 2006, subject to the approval of Council, in accordance with the provisions of Section
109 of the Living Wage Act of 2006.
Section 14.7 Reserved
Section 14.8 False Claims Act. The Contractor shall be governed by all laws and
regulations prohibiting false or fraudulent statements and clai ms made to the government,
including the prescriptions set forth in District of Columbia Code § 2-381.02.
Section 14.9 No Third-Party Beneficiary Rights. Nothing in this Agreement shall be
construed as creating third-part y beneficiary rights in any per son or entity, except as otherwise
expressly provided in this Agreement.
Section 14.10 Limitations. The Contractor agrees that any statute of limitations
applicable to any claim or suit by the Department arising from this Contract or its breach shall not
Page 38 of 50
begin to run, or shall be deemed to be tolled, until Final Comp letion or, with respect to latent
defects or nonconformities, such later time as the Department knew or should have known of the
defect or nonconformity.
Section 14.11 Binding Effect; Assignment. The Agreement shall inure to the benefit of,
and be binding upon and enforceable by, the parties and their respective successors and permitted
assigns. The Contractor shall not assign its rights under the A greement, including the right to all
or a portion of its compensati on, without the Department's prio r written consent. Any delegation
or assignment made contrary to the provisions of this Paragraph shall be null and void.
Section 14.12 Survival. All warranties and representations of the Contractor contained in
the Contract or in any certificate or document furnished pursua nt to the Agreement shall survive
termination or expiration of the Agreement.
Section 14.13 No Waiver. If the Department waives any power, right, or remedy arising
from the Contract or any applicable law, the waiver shall not b e 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 Dep artment's waiver, which may be
effected only by an express written waiver signed by the Department.
Section 14.14 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, a t l a w o r i n e q u i t y . T h e
Department's rights 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 Contractor or any other person or entity.
Section 14.15 Entire Agreement; Modification. The Agreement supersedes all
contemporaneous or prior negotia tions, representations, course of dealing, or agreements, either
written or oral. No modifications to the Agreement shall be effective unless made in writing, signed
by both the Department and the Contractor, unless otherwise expressly provided to the contrary in
the Contract.
Section 14.16 Severability. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, ille gal 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 prov ision, there shall be added
automatically as a part of this Agreement a provision as similar in terms to such invalid, illegal or
unenforceable provision as may be possible and be valid, legal and enforceable; each part of this
Agreement is intended to be severable.
Section 14.17 Anti-Deficiency Act. The Department's obligations and responsibilities
under the terms of the Contract and the Contract Documents are and shall remain subject to the
provisions of (i) the federal Anti-Deficiency Act, 31 U.S.C. §§1341, 1342, 1349, 1350, 1351, (ii)
the D.C. Code 47-105, (iii) the District of Columbia Anti-Deficiency Act, D.C. Code §§ 47-355.01
- 355.08, as the foregoing statutes may be amended from time to time, and (iv) Section 446 of the
Page 39 of 50
District of Columbia Home Rule Act. Neither the Contract nor any of the Contract Documents
shall constitute an indebtedness of the Department, nor shall i t constitute an obligation for which
the Department is obligated to levy or pledge any form of taxat ion, or for which the Department
has levied or pledged any form of taxation. IN ACCORDANCE WITH § 446 OF THE HOME
RULE ACT, D.C. CODE § 1-204.46, NO D ISTRICT OF COLUMBIA OFFICIA L IS
AUTHORIZED TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE
CONTRACT OR CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN
APPROVED, IS LAWFULLY AVAILABLE, AND APPROPRIATED BY ACT OF
CONGRESS.
Section 14.18 Termination for Default. The Department may terminate the Agreement
for default if the Contractor fails to perform any of its duties or obligations under the Agreement.
The Department must provide the Contractor with written notice of its intent to terminate the
Agreement under this provision seven (7) days before actually putting the termination into effect.
If the Contractor has begun its curative action and has made pr ogress satisfactory to the
Department within the seven days, the Department may so notify the Contractor, and the
termination will not take effect. Otherwise, the termination shall take effect without further notice
or opportunity to cure.
Section 14.19 Termination for Convenience The Department may, upon seven (7) days'
written notice to the Contractor, terminate the Agreement in wh ole or specified part, for its
convenience, whether the Contractor is in breach of Contract or not. The notice of termination
shall state the effective date o f termination, the extent of th e termination, and any specific
instructions. The Contractor shall be entitled to receive only the following with respect to the
terminated portion of the Project: (1) Cost of Work performed u p to the date of termination; (2)
reasonable costs of terminating outstanding subcontracts and supply agreements and other similar
wind-up costs in a reasonable amount; (3) a fair and reasonable portion of the overhead and profit
attributable to the Work performed on the terminated portion of the Project, up to the time of
termination. In the event of a termination for convenience, th e Contractor shall not be entitled to
profit on unperformed elements of the Work.
Section 14.20 Anti-Competitive P ractices and Anti-Kickback Provisions.
Section 14.20.1 The Contractor recognizes the need for markets to operate compe titively
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 competiti on or restrains trade. The
Department shall report to the a ppropriate 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.
Section 14.20.2 The Contractor shall observe and comply with all applicable law , rules,
and regulations prohibiting kickbacks and, without limiting the foregoing, the 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 Contractor to the Department. The
Page 40 of 50
Contractor shall have in place and follow reasonable procedures designed to prevent and detect
possible violations described i n this subparagraph in its own o perations and direct business
relationships. The Department may take any recourse available to it under the law for violations
of this anti-kickback provision.
Section 14.20.3 The Contractor represents and warrants that it did not, directl y or
indirectly, engage in any collusive or other anti-competitive behavior in connection with the bid,
negotiation or award of the Agreement.
Section 14.21 Ethical Standards fo r the Department’s Employees and Former
Employees.
Section 14.21.1 The Department expects the Contractor to observe the highest et hical
standards and to comply with all applicable law, rules, and regulations governing ethical conduct
or conflicts of interest. Neith er the Contractor, nor any pers on associated with the Contractor,
shall provide (or seek reimburse ment for) any gift, gratuity, f avor, 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 r equired, contemplated or
performed under the Agreement. The Contractor may not assign t o 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 o r substantial involvement in the
matter. The Contractor may request a waiver to permit the assi gnment 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.
Section 14.22 Gratuities and Offi cers Not To Benefit Provisions.
Section 14.22.1 If it is found, after notice and hearing, by the Department tha t gratuities
(in the form of entertainment, gifts, payment, offers of employment or otherwise) were offered or
given by the Contractor, or any agent or representative of the Contractor, to any official, employee
or agent of the Department or the District with a view toward securing the Agreement or any other
contract or securing favorable treatment with respect to the awarding or amending, or the making
of any determinations with respect to the performance of the Agreement, the Department may, by
written notice to the Contractor , terminate the right of the Co ntractor to proceed under the
Agreement and may pursue such ot her rights and remedies provide d by law and under the
Agreement.
Section 14.22.2 In the event the Agreement is terminated as provided in Section 14.21.1,
the Department shall be entitled:
1. to pursue the same remedies agai nst the Contractor as it could pursue in the event
of a breach of the Agreement by the Contractor; and
2. as a penalty in addition to any other damages to which it may be entitled by law, to
Page 41 of 50
exemplary damages in an amount ( as determined by the Department ) which shall
be not less than ten times the costs incurred by the Contractor in providing any such
gratuities to any such officer or employee.
Section 14.22.3 No member of, nor delegate to Congress, Mayor or City Council Member,
nor officer nor employee of the District, nor officer nor emplo yee of the Department shall be
admitted to any share or part of the Agreement or to any benefi t that may arise therefrom, and all
agreements entered into by the authorized representative of the Department in which he or any
officer or employee of the Depar tment shall be personally inter ested as well as all agreements
made by the Department in which the Mayor or City Council Membe r or officer or employee of
the District shall be personally interested shall be void and no payments shall be made on any such
contracts by the Department or by any officer thereof; but this provision shall not be construed or
extend to the agreement if the share of or benefit to the member of, or delegate to Congress, Mayor
or City Council Member, or officer or employee of the District is de minimis.
Section 14.23 Covenant Against Contingent Fees Provisions.
Section 14.22.1 The Contractor warrants that no person or selling agency has be en
employed or retained to solicit or secure the Agreement 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 t he Contractor for the purpose of
securing business. For breach or violation of this warranty, the Department shall have the right to
terminate the Contract without lia bility or in its discretion t o deduct from the contract price or
consideration, or otherwise recover, the full amount of the Dep artment, percentage, brokerage of
contingent fee.
Section 14.24 Conformance with Laws. It shall be the responsibility of the Contractor
to perform the Contract in confor mance with the Department’s Pr ocurement Regulations (27
DCMR § 4700 et seq.) and all statutes, laws, codes, ordinances, regulations, rules , requirements
and orders of governmental bodi es, including, without limitatio n, the U.S. Government and the
District of Columbia governmen t; and it is the sole responsibil ity of the Contractor to determine
the Procurement Regulations, stat utes, laws, codes, ordinances, regulations, rules, requirements
and orders that apply and their effect on the Contractor’s obli gations thereunder. This Section
14.23 shall apply during both the Design and preconstruction phase and the Construction phase.
Section 14.25 Retention of Records: Inspections and Audits.
Section 14.25.1 The Contractor shall maintain b ooks, records, documents and o ther
evidence directly pertinent to p erformance under the Contract i n accordance with generally
accepted professional practice a nd appropriate accounting proce dures and practices consistently
applied in effect on the date of execution of the Contract.
Section 14.25.2 The Contractor shall also maintain the financial information and data used
in the preparation and support of the costing and cost summary submitted to the Department and
the required cost submissions in effect on the date of execution of the Department.
Page 42 of 50
Section 14.25.3 The Department, the District of Columbia government, the Compt roller
General of the United States, the U.S. Department of Labor and any of their authorized
representatives shall have access to the books, records, documents and other evidence held, owned
or maintained by the Contractor for the purpose of inspection, audit and copying during normal
business hours and upon advance written notice to the Contracto r. The Contractor shall provide
proper facilities for such access and inspection.
Section 14.25.4 The Contractor agrees to include the wording of this Section 14.25 in all
its subcontracts in excess of Five Thousand Dollars ($5,000.00) that directly relate to Project
performance.
Section 14.25.5 Audits conducted pursuant to this Section will be in accordanc e with
generally accepted auditing standa rds with the results prepared in accordance with generally
accepted accounting principles and established procedures and g uidelines of the applicable
reviewing or audit agency.
Section 14.25.6 The Contractor agrees to the disclosure of all information and r e p o r t s ,
resulting from access to records, to any authorized representat ive of the Department. Where the
audit concerns the Contractor, the auditing agency will afford the Contractor an opportunity for an
audit exit conference and an opportunity to comment on the pert inent portions of the draft audit
report. The final audit report will include the written comments, if any, of the audited parties.
Section 14.25.7 The Contractor shall preserve all records described herein from the
effective date of the Contract completion and for a period of seven (7) years after a final settlement.
In addition, those records which relate to any dispute, appeal or litigation, or the settlement of
claims arising out of such performance, or costs or items to wh ich an audit exception has been
taken, shall be maintained and made available until seven (7) y ears after the date of resolution of
such dispute, appeal, litigation, claim or exception.
Section 14.26 Warranties and Representations
Section 14.26.1 All disclosures, representations, warranties, and certification s the
Contractor makes in its proposal in response to the RFQ shall r emain binding and in effect
throughout the term of the Contract. The Contractor reaffirms t hat all such disclosures,
representations, warranties, and certifications are true and correct.
Section 14.26.2 If any disclosure, representa tion, warranty or certification t he
Contractor has made or makes pursuant to the RFQ or the Contract, including, without limitation,
representations concerning the Contractor’s construction or design experience and qualifications,
claims or litigation history or f inancial condition, is materia lly inaccurate, that shall constitute a
material breach of the Contract, entitling the Department to all available remedies.
Section 14.26.3 The terms and conditions of Section 14.25 shall apply during both
the preconstruction and construction and design management phases.
Page 43 of 50
Section 14.27 Responsibility f or Agents and Contractors. At all times and during both
the preconstruction and Construction phases, the Contractor shall be responsible to the Department
for any and all acts and omissions of the Contractor’s agents, employees, Subcontractors, Sub-
Subcontractors, material suppliers , and laborers, and the agent s and employees of the
Subcontractors, Sub-Subcontractor s, material suppliers, and lab orers performing or supplying
Work in connection with the Project. This Section 14.27 shall apply during both the
preconstruction and construction phases.
Section 14.28 Independent Contractor. In carrying out all its obligations under the
Contract, the Contractor shall be acting as an independent cont ractor, and not as an employee or
agent of the Department, or joint venturer or partner with the Department. The Contractor shall
have exclusive authority to manage, direct, and control the Wor k, and shall be responsible for all
construction means, methods, techniques, sequences, and procedures, as well as for Project safety.
Section 14.29 Non-Discrimination in Employment Provisions.
Section 14.29.1 District of Columbia Human Rights Act
a. The Contractor shall not discriminate in any manner against any employee or applicant
for employment that would consti tute a violation of the Distric t of Columbia Human
Rights Act, effective December 13, 1977, as amended (D.C. Law 2-38; D.C. Official Code
§ 2-1401.01 et seq.) (“Act”, as used in this clause). The Contractor shall include a similar
clause in all subcontracts, excep t subcontracts for standard co mmercial supplies or raw
materials. In addition, the Contractor agrees, and any subcontractor shall agree, to post in
conspicuous places, available to employees and applicants for e mployment, 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) a nd 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
Agreement:
1. The Contractor shall not discr iminate against any employee or a pplicant for
employment because of race, color, religion, national origin, sex, age, marital status,
personal appearance, sexual orientation, family responsibilitie s, matriculation,
political affiliation, or physical handicap.
2. The Contractor agrees to take af firmative 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 statu s, personal appearance,
sexual orientation, family responsibilities, matriculation, pol itical affiliation, or
physical handicap. The affirmative action shall include, but no t 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
Page 44 of 50
v. Selection for training and apprenticeship.
3. Unless otherwise permitted by law and directed by the Departmen t, the Contractor
agrees to post in conspicuous places, available to employees an d applicants for
employment, notices to be provided by the Department setting forth the provisions of
paragraphs 1 and 2 of Section 14.29.1 (b) of this Agreement, concerning non-
discrimination and affirmative action.
4. The Contractor shall, in all soli citations or advertisements fo r employees placed by
or on behalf of the C ontractor, state that all qualified applic ants will receive
consideration for employment pur suant to the non-discrimination requirements set
forth in Section 14.29.1.
5. The Contractor agrees to send to each labor union or representa tive 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 un ion or workers'
representative of the Contractor’s commitments under this Section 14.29.1, and shall
post copies of the notice in conspicuous places available to employees and applicants
for employment.
6. The Contractor agrees to permit access by the Department to all books, records and
accounts pertaining to its employment practices for purposes of investigation to
ascertain compliance with this Section 14.29.1, and to require under terms of any
subcontractor agreement each subc ontractor to permit access of the subcontractors,
books, records, and accounts for such purposes.
7. The Contractor shall include in every subcontract this Section 14.29.1, so that such
provisions shall be binding upon each subcontractor or vendor.
8. The Contractor shall take such action with respect to any subcontract as the CO may
direct as a means of enforcing these provisions, including sanc tions for
noncompliance; provided, however, that in the event the Contrac tor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result
of such direction by the Department, the Contractor may request the District to enter
into such litigation to protect the interest of the District.
Section 14.29.2 PREGNANT WORKERS FAIRNESS
a. The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of
2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act).
b. The Contractor shall not:
1. Refuse to make reasonable acco mmodations to the known limitatio ns related to
pregnancy, childbirth, related medical conditions, or breastfee ding for an
employee, unless the Contractor can demonstrate that the accomm odation 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 privile ges of
employment, including failing to reinstate the employee when th e need for
reasonable accommodations ceases to the employee's original job o r t o a n
equivalent position with equivalent:
Page 45 of 50
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to a n employee, or a job applican t, if the denial
is based on the need of the employer to make reasonable accommo dations to the
known limitations related to pregnancy, childbirth, related med ical conditions, or
breastfeeding.
4. Require an employee affected by pregnancy, childbirth, related medical
conditions, or breastfeeding to a ccept an accommodation that th e employee
chooses not to accept if the employee does not have a known limitation related to
pregnancy, childbirth, related medical conditions, or breastfee ding or the
accommodation is not necessary for the employee to perform her duties;
5. Require an employee to take leave if a reasonable accommodation c a n b e
provided; or
6. Take adverse action against an e mployee who has been absent fro m work as a
result of a pregnancy-related condition, including a pre-birth complication.
c. The Contractor shall post and maintain in a conspicuous place a notice of rights in both
English and Spanish and provide written notice of an employee's right to a needed
reasonable accommodation related to pregnancy, childbirth, rela ted medical
conditions, or breastfeeding pursuant to the PPWF Act to:
i. New employees at the commencement of employment;
ii. Existing employees; and
iii. An employee who notifies the employer of her pregnancy, or other
condition covered by the PPWF Act, within 10 days of the notification.
d. The Contractor shall provide an accurate written translation of the notice of rights to
any non-English or non-Spanish speaking employee.
e. Violations of the PPWF Act shall be subject to civil penalties as described in the
PPWF Act.
Section 14.29.3 UNEMPLOYED ANTI-DISCRIMINATION
a. The Contractor shall comply with the Unemployed Anti-Discrimination Act of 2012,
D.C. Official Code § 32-1361 et seq. (“Anti- Discrimination Act”).
b. The Contractor shall not:
1. Fail or refuse to consider for employment, or fail or refuse to hire, an individual
as an employee because of the individual's status as unemployed; or
Page 46 of 50
2. Publish, in print, on the Internet, or in any other medium, an advertisement or
announcement for any vacancy in a job for employment that includes:
i. Any provision stating or indicating that an individual's status as
unemployed disqualifies the individual for the job; or
ii. Any provision stating or indicating that an employment agency will not
consider or hire an individual for employment based on that individual's
status as unemployed.
c. Violations of the Unemployed Anti-Discrimination Act shall be subject to civil
penalties as described in the Anti- Discrimination Act.
Section 14.30 The Quick Payment Act
Section 14.30.1 Interest Penalties to Contractors
Section 14.30.1.1 The District will pay interest penalties on amounts due to the Contractor
under the Quick Payment Act, D.C. Official Code §2-221.01 et se q., as amended, for the period
beginning on the day after the required payment date and ending on the date on which payment of
the amount is made. Interest shall be calculated at the rate of 1.5% per month. No interest penalty
shall be paid if payment for the completed delivery of the item of property or service is made on
or before the required payment date. The required payment date shall be:
a. The date on which payment is due under the terms of the Contract;
b. Not later than 7 calendar days, excluding legal holidays, after the date of delivery of
meat or meat food products;
c. Not later than 10 calendar days, excluding legal holidays, after the date of delivery of
a perishable agricultural commodity; or
d. 30 calendar days, excluding lega l 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 14.30.1.2 Any amount of an interest penalty which remains unpaid at the e nd 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 14.30.1.3 No interest penalty shall be due to the Contractor if payment f or 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 14.30.2 Payments to Subcontractors
Section 14.30.2.1 The Contractor must take one of the following actions within seven (7)
days of receipt of any amount paid to the Contractor by the Dis trict 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 attributabl e to the subcontractor for work performed under the
Page 47 of 50
Contract; or
b. Notify the Contracting Officer and the subcontractor, in writing, of the Contractor’s
intention to withhold all or part of the subcontractor’s payment and state the reason
for the nonpayment.
Section 14.30.2.2 The Contractor must pay any subcontractor or supplier interest penalties
on amounts due to the subcontractor or supplier beginning on the day after the payment is due and
ending on the date on which the payment is made. Interest shall be calculated at the rate of 1.5%
per month. No interest penalty shall be paid on the following if payment for the completed delivery
of the item of property or service is made on or before:
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 14.30.2.3 Any amount of an interest penalty which remains unpaid by the
Contractor at the end of any 30-day period shall be added to th e principal amount of the debt to
the subcontractor and thereafter interest penalties shall accrue on the added amount.
Section 14.30.2.4 A dispute between the Contractor and subcontractor relating to the
amounts or entitlement of a subcontractor to a payment or a lat e 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 14.30.3 Subcontractor Quick Payment Clause Flow-Down Requirements
Section 14.30.3.1 The Contractor shall include in each subcontract under this Contract a
provision requiring the subcontractor to include in its contract with any lower-tier subcontractor
or supplier the payment and interest clauses required under paragraphs (1) and (2) of D.C. Official
Code §2-221.02(d).
Section 14.31 Confidentiality of Information. The Contractor shall keep all information
relating to any employee or customer of the District in absolute confidence 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, in accordance with the District and federal laws governing the
confidentiality of records. In the course of the Contractor’s p erformance of the work, the
Department may make available to the Contractor information that the Department designates as
trade secrets or other confidential engineering, technical, and business information. As long as,
and to the extent that, such information remains confidential and available to others only with the
consent of the Department, or is not generally available to the public from other sources, the
Contractor shall maintain such information in strict confidence and shall not disclose any such
information to others (including its employees or subcontractors), except to the extent necessary
to enable the Contractor to carry out the projects. The Contractor shall similarly obligate any and
all persons to whom such information is necessarily disclosed to maintain the information in strict
confidence. The Contractor agrees that, in the event of any breach of this confidentiality obligation,
the Department shall be entitled to equitable relief, including injunctive relief or specific
Page 48 of 50
performance, in addition to all other rights or remedies otherwise available.
Section 14.32 FREEDOM OF INFORMATION ACT (“FOIA”)
The District of Columbia Freedom of Information Act, at D.C. Official Code § 2-532 (a-3), requires
the District to make available for inspection and copying any record produced or collected pursuant
to a District contract with a private contractor to perform a public function, to the same extent as if
the record were maintained by the agency on whose behalf the contract is made. If the Contractor
receives a request for such information, the Contractor shall i mmediately send the request to the
PM designated in each Task Order Agreement, who will provide th e request to the FOIA Officer
for the agency with programmatic responsibility in accordance w ith the D.C. Freedom of
Information Act. If the agency with programmatic responsibilit y receives a request for a record
maintained by the Contractor pursuant to the Contract, the PM will forward a copy to the Contractor.
In either event, the Contractor is required by law to provide all responsive records to the PM within
the timeframe designated by the PM. The FOIA Officer for the a gency with programmatic
responsibility will determine the releasability of the records. The District will reimburse the
Contractor for the costs of searching and copying the records in accordance with D.C. Official Code
§2-532 and Chapter 4 of Title 1 of the D.C. Municipal Regulations.
Section 14.33 AMERICANS WITH DISABILITIES ACT OF 1990 (“ADA”)
During the performance under this Agreement, the Contractor and any of its subcontractors shall
comply with the ADA. The ADA makes it unlawful to discriminate in employment against a
qualified individual with a disability. See 42 U.S.C. §12101 et seq.
Section 14.34 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 14.35 Media Releases. Neither the Contractor, its employees, agents or
subcontractors or material suppliers shall make any press release or similar media release related
to any project unless such press release has been discussed wit h the Department prior to its
issuance.
Section 14.36 Prohibition Against Contractor’s Performance of I nherently
Governmental Functions.
Pursuant to D.C. Official Code § 2-352.05a, the Contractor shal l not perform any inherently
governmental function.
An inherently governmental function involves, among other things, the interpretation and execution
of the laws of the District to: (1) Bind the District to take o r not to take some action by contract,
policy, regulation, authorization, order, or otherwise; (2) App oint, direct, or control officials or
employees of the District; (3) Exert ultimate control over the acquisition, use, or disposition of the
property, real or personal, tangible or intangible, of the Dist rict, including the control, or
disbursement of, appropriated and other District funds; (4) Wit h respect to contracts to procure
goods or services for the District: (A) Determine what supplies or services are to be acquired by the
District, and at what prices; provided, that the Mayor or the Mayor's designee may give a contractor
Page 49 of 50
authority to acquire supplies for the District at prices within specified ranges and subject to other
reasonable conditions considered appropriate; (B)Participate as a voting member on any source-
selection board, unless the contractor has: (i) Been hired by t he District for its specific technical
expertise; and (ii) No conflict of interest exists with regard to the contract or vendors under
consideration by the source-selection board; (C) Approve any contractual documents, to include
documents defining requirements, incentive plans, and evaluation criteria; (D) Award contracts; (E)
Administer contracts, including ordering changes in contract pe rformance or contract quantities,
taking action based on evaluations of contractor performance, and accepting or rejecting contractor
products or services; (F) Terminate contracts; (G) Determine whether contract costs are reasonable,
allocable, or allowable; and (H) Evaluate a Contractor’s performance when the evaluation is to be
used to determine whether payment should be made to the contractor and in what amount. Given
the foregoing, the Contractor acknowledges that only District government employees may perform
inherently government functions; and the Contractor is required to notify the CO and COTR in
writing if its work under this Contract requires District government employees to perform
inherently governmental functions.
Section 14.37 Campaign Finance Reform Act
Prior to the execution of this Contract, the Contractor shall c omplete and submit to the
Department a completed Campaign Finance Reform Act Self-Certifi cation Form, Exhibit H,
pursuant to D.C. Official Code § 1-1161.01.
IN WITNESS WHEREOF, the Parties have executed this Agreement for On-Call HVAC
Systems Maintenance, Repair, And Installation Services (DCAM-25-CS-RFQ-0002L) as of the
date last written below.
DEPARTMENT OF GENERAL SERVICES, an agency within the executive branch of the
Government of the District of Columbia.
I S S U E D B Y : A C C E P T E D B Y :
DEPARTMENT OF GENERAL SERVICES SPECTRUM MANAGEMENT, LLC
S i g n a t u r e : S i g n a t u r e : _____________________
N a m e : S u z i T a b o t N a m e : ________________________
Title: Contracting Officer T itle: _________________________
D a t e : D a t e : _________________________
Chrisel Edwards
Executive Assistant
09/23/2025
Page 50 of 50
List of Exhibits
Exhibit A1 The Department’s Standard Contract Provisions (Construction Contracts)
Exhibit A2 Standard Contract Provisions (Architectural & Engineering Services Contracts)
Exhibit B Department’s Designated Representatives
Exhibit C Equal Employment Opportunity and Hiring of District Residents
Exhibit D The Living Wage Act of 2006
Exhibit E Form of Task Order Agreement
Exhibit F1 Davis Bacon Wage Determination
Exhibit F2 Title 29 Code of Federal Regulations 5.5
Exhibit G Form of Lien Waiver
Exhibit H Campaign Finance Reform Act Self-Certification Form
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT A1
STANDARD CONTRACT PROVISIONS (CONSTRUCTION CONTRACTS)
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
Standard Contract Provisions - Page 1 of 24
District of Columbia Department of General Services
Standard Contract Provisions
GENERAL PROVISIONS
(Construction Contract)
ARTICLE 1. DEFINITIONS
A. “Government” as used herein means the District of Columbia Department of General Services,
(DGS) that is a party to a contract.
B. “Executive” as used herein means the elected head of the Government as set forth in [Public Law
93-198 dated December 24, 1973, Title 4, Part B, Section 422(1)] (Or relevant local law).
C. “Contracting 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. “Contract Documents” or “Contract” as used herein means Addenda, Contract Form, Standard
Contract Provisions, Instructions to Bidders, General Provisions, Labor Provisions, Performance
and Payment Bonds, Specifications, Special Pr ovisions, Contract Drawings, approved written
Change Orders and Agreements required to acc eptably complete the Contract, including
authorized extensions thereof.
ARTICLE 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 drawing 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
discrepancy:
1. The Contracting Officer shall be promptly notifi ed in writing of any error, discrepancy or
omission, apparent or otherwise.
2. Applicable Federal, State, and Municipal C ode requirements have priority over: the
Contract form, General Provisions, Change Orders, Addenda, Contract drawings, Special
Provisions and Specifications.
3. The Contract form, Standard Contract Prov isions, General Provisions and Labor
Provisions have priority over: Change Or ders, Addenda, Contract drawings, Special
Provisions and Specifications.
4. Change Orders have priority over: Addenda, Contract drawings and Specifications.
5. Addenda have priority over: Contract drawin gs, Special Provisions and Specifications. A
later dated Addendum has priority over earlier dated Addenda.
6. Special Provisions 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
Standard Contract Provisions - Page 7 of 24
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
Standard Contract Provisions - Page 10 of 24
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
Standard Contract Provisions - Page 12 of 24
(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
Standard Contract Provisions - Page 20 of 24
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 A2
STANDARD CONTRACT PROVISIONS (A/E CONTRACTS)
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
1
District of Columbia District 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
4
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.
5
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
6
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
7
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.
8
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.
9
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
10
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
11
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
12
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
13
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
14
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.
15
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
16
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
17
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
18
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;
19
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
20
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
21
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
22
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
23
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.
24
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 extent 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 B
DEPARTMENT'S DESIGNTATED REPRESENTATIVE
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
Department’s Designated Representatives and Contracting Officers
Eric Njonjo
Acting Chief Procurement Officer
Contracts and Procurement Division
Department of General Services
3924 Minnesota Avenue NE, 5th Floor
Washington, DC 20019
Suzi Tabot
Contracting Officer
Contracts and Procurement Division
Department of General Services
3924 Minnesota Avenue NE, 5th Floor
Washington, DC 20019
EXHIBIT I
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT C
EQUAL EMPLOYMENT OPPORTUNITY POLICY STATEMENT
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
Revised 7/21/2023
1229 Pennsylvania Ave SE
Washington,
DC 20003
T: 202-546-2080
F: 202-546-2083
info@smusa.us
www.smusa.us
NOT
ICE OF COMPLIANCE WITH EQUAL EMPLOYMENT OPPORTUNITY (EEO)
REQUIREMENTS
Ma
yor’s Order 85-85, “Compliance with Equal Opportunity Requirements in Contracts,” effective
June 10, 1985 (“Mayor’s Order 85-85”); the rules implementing Mayor’s Order 85-85, 4 DCMR
§ 1100 et seq.; and the D.C. Human Rights Act of 1977, as amended, D.C. Code § 2- 1401 et seq.
(“D.C. Human Rights Act”) are hereby included as part of this bid/proposal. Therefor e, each
bidder/offeror shall indicate below their written commitment to comply with Mayor’s Order 85 -
85, the implementing rules, and the D.C. Human Rights Act. Failure to comply with these
provisions shall result in rejection of the respective bid/proposal.
I, __________________
________, the authorized representative of ________________________
(Name of Contractor/Business) , hereinafter referred to as “the Contractor” certify that the
Contractor is fully aware of all of all of the provisions of Mayor’s Order 85-85, the implementing
rules, and the D.C. Human Rights Act. I further certify that the Contractor shall fully comply with
Mayor’s Order 85-85, the implementing rules, and the D.C. Human Rights Act for the trades,
crafts, and skills to be used during the term of the performance of the contract whether or not the
work is subcontracted if the Contractor is awarded the D.C. Government Contract referenced by
the contract number, solicitation number, and/or bid number entered below. Further, I certify that
the Contractor acknowledges and understands that the award of said contract and its continuation
are specifically conditioned upon the Contractor’s compliance with Mayor’s Order 85-85, the
implementing rules, and the D.C. Human Rights Act.
__________________________________ __________________________
N
ame of Authorized Official and Title Date
__________________________________ __________________________
S
ignature of Authorized Official Name of Contractor/Business
__________________________________
Co
ntract/Solicitation/Bid Number
Spectrum Management, LLC
Reginald Derrickson II
Reginald Derrickson II, Chief Operating Officer
DCAM-25-CS-RFQ-0002
01.30.2025
Spectrum Management, LLC
Revised 7/21/2023
EQ
UAL EMPLOYMENT OPPORTUNITY (EEO) POLICY COMMITMENT
________________________ (
Name of Contractor/Business) shall not discriminate against any
employee or applicant for employment because of age, color, credit information, disability, family
responsibilities, gender identity and expression, genetic information, homeless status, marital
status, matriculation, national origin, personal appearance, political affiliation, race, religion, sex,
sexual orientation, or status of a victim or family member of a victim of domestic violence, a sexual
offense, or stalking.
________________________ (
Name of Contractor/Business) agrees to take affirmative action to
ensure that applicants are employed, and that employees are treated during employment, without
regard to their age, color, credit information, disability, family responsibilities, gender identity and
expression, genetic information, homeless status, marital status, matriculation, national origin,
personal appearance, political affiliation, race, religion, sex, sexual orientation, or status of a victim
or family member of a victim of domestic violence, a sexual offense, or stalking. 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; (4) rates of pay, or
other forms of compensation; and (5) selection for training and apprenticeship.
________________________ (
Name of Contractor/Business) agrees to post in conspicuous
places, available to employees and applicants for employment, the above provisions concerning
non-discrimination and equal employment opportunity.
________________________ (
Name of Contractor/Business) 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 above provisions concerning
non-discrimination and equal employment opportunity.
________________________ (
Name of Contractor/Business) 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 that it will comply with th e above provisions concerning non-
discrimination and equal employment opportunity and the contractor’s commitments represented
herein, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
________________________ (
Name of Contractor/Business) agrees to permit access to all books,
records, and accounts, pertaining to its employment practices, by the Director of the Office of
Human Rights and the Contracting Agency for purposes of investigati on to ascertain compliance
with the above provisions concerning non-discrimination and equal employment opportunity, and
to require under terms of any subcontractor agreement each subcontractor to permit access of the
subcontractors, books, records, and accounts for such purposes.
1229 Pennsylvania Ave SE
Washington, DC 20003
T: 202-546-2080
F: 202-546-2083
info@smusa.us
www.smusa.us
Spectrum Management, LLC
Spectrum Management, LLC
Spectrum Management, LLC
Spectrum Management, LLC
Spectrum Management, LLC
Spectrum Management, LLC
Revised 7/21/2023
________________________ (N
ame of Contractor/Business) agrees to comply with all guidelines
concerning non-discrimination and equal employment opportunity applicable in the District of
Columbia.
________________________ (N
ame of Contractor/Business) shall include in every subcontract
the above provisions concerning non- discrimination and equal employment opportunity, so that
these provisions shall be binding upon each subcontractor or vendor.
________________________ (N
ame of Contractor/Business) shall take action with respect to any
subcontract as the Contracting Officer may direct as a means of enforcing these provisions,
including sanctions for non-compliance; provided, that in the event the prime contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the contracting agency, the prime contractor may request the District to enter into such
litigation to protect the interest of the District.
__________________________________ __________________________
N
ame of Authorized Official and Title Date
__________________________________ __________________________
S
ignature of Authorized Official Name of Contractor/Business
Spectrum Management, LLC
Spectrum Management, LLC
Spectrum Management, LLC
Reginald Derrickson II, Chief Operating Office
01.30.2025
Spectrum Management, LLC
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
Instructions:
Two (2) copies of DAS 84-404 or Federal Form EEO-1 shall be submitted to the Office of Contracting and Procurement to
comply with Section D of this report ONLY. 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
(1) ☐ Single-establishment Employer Report
Multi-establishment Employer
(2) ☐ Consolidated Report
(3) ☐ Headquarters Report
(4) ☐ Individual Establishment Report (submit one
for each establishment with 25 or more employees)
(5) ☐ Special Report
2. Total number of reports being filed by this Company.
Section B – COMPANY IDENTIFICATION OFFICIAL (To be answered by all employers) 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?
☐ Yes ☐ No ☐ Did not report ☐ Report on combined
last year basis
2. Is the major business activity at this establishment the same
as that reported last year?
☐ Yes ☐ No ☐ Did not report ☐ Report on combined
last year basis
OFFICIAL USE
ONLY
3. 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.)
e.
4. MINORITY GROUP MEMBERS: Indicate if you are a minority business enterprise (50% owned or 51% controlled by minority members).
5.
☐ YES ☐ NO
DAS 84-404 (Replaces D.C. Form 2640.9 Sept. 74 which is Obsolete) 84-2P891
1
Spectrum Management, LLC
1229 Pennsylvania Ave SE USA DC 20003Washington
5 2 2 2 6 4 5 3 9
Spectrum Management, LLC
1229 Pennsylvania Ave SE Washington USA DC 20003
5 2 2 2 6 4 5 3 9
Facilities maintenance and operations
‘SECTIOND—EMPLOYMENTDATAEmploymentatthisestablishment~Reportallpermanent,temporary,orpart-timeemployeesincludingapprenticesandon-the-jobtraineesunlessspecificallyexcludedassetforthintheinstructions.EntertheappropriatefiguresonallHinesandinallcolumns.Blankspaceswillbe‘consideredaszeto.JncolumnsI,2,and3,includeALLemployeesintheestablishmentIncludingthoseinminoritygroups
0) @) 8) @) | 6) ©) fu) ) | 10) ay
" | 12| 9| 3]7 1/3
7 5 2 3 2
-
27 27 20 4
Craftsman(Skilled)
OperativeSemiSkilled)
Taborers(Unskilled) 2 2
Sevevoiss| a7| 11| 16| 6 5 |6 10 TOTAL 80 55 25 | 39 10 | 14 11
“Totalemployreportedinpreviousreport
{Cletraineebelowshouldalsobeincludedinthefiguresfortheappropriateoccupationcategoriesabove)
wnie 7 [@) e @ oO 16 ® |[® |® |@ ]aDcollar
Production
T-Howwasformationa Toveoha aouptaSeetionDobtained? ZDatesofpayrollperodsed:asaa.VisualSurvey ©ClOtherSpecify 3.Payperiodofatreportsubmitedforthisb.fEmploymentRecord, ‘establishment
‘SectionE—REMARKSUsetis[nemtogiveanyWentticationdalaappearingonlatreportwhichdifersfomthagivenabove,explainmajorchangesincompositionorreportingunits,andotherpertinentinformation,
SectionF-CERTIFICATION
‘Checkone CI(1)Alleporsareaccurateandwerepreparedinaccordancewiththeinstructions(checkonconsolidatedonly)1 (2)Thisreportisaccurateandwaspreparedinaccordancewiththeinstructions.
‘NameofAuthorizedOfficial Title Date
‘Nameofpersoncontactregardingthisreport ‘Address(NumberandStreet)
FrederickMitchell 1229 PennsylvaniaAve SE
Tite CityandState ZipCode ‘TelephoneNumber Extension’
HR Generalist Washington, DC 20003 202 5462080 204
INFORMATIONCITEDHEREINSHALLBEHELDINCONFIDENCE
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT D
THE LIVING WAGE ACT 2025
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
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, 2025 until June 30, 2025, the Living Wage rate is $17.50 per hour.
Effective July 1, 2025, the District’s Minimum Wage and Living Wage rates will increase to
$18.00 per hour.
The 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.
“Government assistance” means a grant, loan, or tax increment financing that result in a financial benefit
from an agency, commission, instrumentality, or other entity of the 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 government, 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. 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 affiliate d 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 ye ars.
To file a claim, visit: Department of Employment Services, Office of Wage-Hour, 4058 Minnesota Avenue, NE, Suite 3600,
Washington, D.C. 20019; 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, loans, 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, 2025 until June 30, 2025, the Living Wage rate is $17.50
per hour.
Effective July 1, 2025, the District’s Minimum Wage and Living Wage rates
will increase to $18.00 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 Columbia government, including any employee of a
contractor or subcontractor of a recipient who performs services pursuant to government assistance or a contract.
The term “affiliated employee” does not include those individuals who perform only intermittent or incidental
services with respect to the government assistance or contract, or who are otherwise 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 subject to higher wage level determinations required by federal
law (i.e., if a contract is subject to the Service Contract Act and certain wage 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 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;
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 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 of Columbia;
8. Employees of nonprofit organizations that employ not more than 50 individuals and qualify for taxation
exemption pursuant to Section 501 (c) (3) of the Internal Revenue Code 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 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 Li censure 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 living wag e, 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 complaint 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 as 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 pursuant to the law.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT E
FORM OF TASK ORDER
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
1 of 12
Contracts & Procurement
TASK ORDER AGREEMENT [insert #]
CONTRACT NO. DCAM-25-CS-RFQ-0002[]
IDIQ for ON-CALL HVAC SYSTEMS MAINTENANCE, REPAIR AND
INSTALLATION (MRI) SERVICES
[Insert Project Name/Title]
[DATE] [I nsert RK#]
THIS TASK ORDER AGREEMENT N0. [ ] is issued by the Government of the District of
Columbia, acting by and through its DEPARTMENT OF GENERAL SERVICES ( t h e
“Department” or “DGS”) to the contractor listed below. Assumin g this Task Order is signed by
the Contractor without modification of any kind, it shall constitute a binding legal contract between
the Department and the Contractor. The terms of this Task Order are as follows:
1. Contractor. This Task Order is being issued to [Contractor] (“Contractor”) under Contract
No. DCAM-25-CS-RFQ-0002[].
2. Remaining Capacity. Upon the execution of this Task Order, the remaining capacity f or the
Contractor under the IDIQ Contract, Option Year [ ] (OY[ ]), will be [$-----].
3. Scope of Work. The Contractor shall provide any required professional design s ervices,
supervision, labor, materials, and equipment necessary to devel op stamped, permittable
construction documents, acquire a ny required permits and constr uct per the approved
documents to complete the scope of work (“Scope of Work” or “SO W”) to deliver a fully
complete and fully functioning Project in accordance with the S OW (Exhibit A) and the
Contractor’s Proposal (Exhibit B) for the [Project Name/Title] located at [Project Address]
(the “Project”).
4. Task Order Price. The Contractor will be paid a Lum Sum Price of [Insert Amount] to fully
c o m p l e t e a n d d e l i v e r a f u l l y f u n c t i o n i n g P r o j e c t , a s d e s c r i b e d in the Contractor’s price
proposal. In no event shall the Contractor be paid more than [I nsert Amount] unless the
Contractor is authorized to exceed this limit in advance and in writing by a DGS Contracting
Officer.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
2 of 12
5. Notice to Proceed. This Task Order Agreement serves as the Contractor’s Notice to Proceed.
6. Substantial Completion Date. This Task Order serves as the Contractor’s notice to proceed.
The work in this Task Order shall be completed no later than [I nsert Date] (“Substantial
Completion Date”). Substantial Completion shall mean that all of the following hav e
occurred: (1) the preconstruction, construction, and installati on work have been completed
with only minor punchlist items r emaining to be completed; (2) a permanent certificate of
occupancy and all other required permits or -approvals have bee n obtained; (3) all operating
and maintenance materials, manuals, training recordings videos and draft warranties required
by the Task Order have been delivered to the Department; (4) an y supplemental training
session required by the Task Order for operating or maintenance personnel have been
completed; (5) all clean-up required by the Task Order has been completed; (6) the Project is
ready for the Departme nt to use it for its in-tended purpose; a nd (7) all equipment, supplies,
materials and items to be installed have been installed in acco rdance with the manufacturer’s
specifications and industry standards and have undergone and passed the requisite testing and
inspections. "Minor punchlist items" a r e d e f i n e d f o r t h i s p u r p o s e a s i t e m s t h a t , i n t h e
aggregate, can be completed no later than December 31, 2025, wi thout interfering with the
Department's normal use of the Project.
7. Final Completion Date. The Final Completion Date of this Task Order is [Insert Date]
(“Final Completion Date”) . Final Completion shall mean the point at which Substantial
Completion has been achieved, all punch list items noted at Substantial Completion have been
completed, and all documents the Contractor is required to deli ver to the Department as a
condition to receiving final payment have been received.
8. “Work”. Work is defined as the construc tion and services required by t he Contract, whether
completed or partially completed , and includes all other labor, materials, equipment, and
services provided or to be provi ded by the Contractor to fulfil l the Contractor’s obligations.
The Work may constitute the whole or a part of the Project.
9. Delays. Unless a delay in completing activities is the result of a post ponement by the
Department beyond the timeframes set forth herein or an event o f force majeure, delays in
completing the Preconstruction a nd Construction activities shal l not be considered excusable
and shall not justify an extension of the Substantial Completio n Date and therefore, at no
additional cost to the Department, the Contractor shall provide additional labor for overtime
and weekend work, as required from time to time to comply with the Project schedule.
10. Administrative Term. An administrative term of [Insert Date] (“Administrative Term
Date”) is hereby established for all Work that is subject to this Task Order. The Administrative
Term is established for the sole purpose of permitting the Dist rict of Columbia Office of the
Chief Financial Officer to process payments in the event any pa yments become due.
Notwithstanding the foregoing, nothing herein shall be construe d to extend the Substantial
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
3 of 12
Completion Date, extend the Final Completion Date, and limit th e Department's ability to
assess liquidated damages.
11. 2025 Living Wage Act. The Contractor agrees that the work performed under this prop osed
Task Order shall be subject to the living wage act in effect at the time of the Task Order
execution. As such, the Contractor and its subcontractors shall comply with the wage reporting
requirements imposed by the act as set forth in (Exhibit E).
12. Davis-Bacon Act Wage Determination and Title 29 CFR 5.5 Davis-Bacon Provision. The
Contractor agrees that the work performed under this Task Order shall be subject to the Davis
Bacon Wage Determination as set forth in Exhibit D1 and Title 29 CFR 5.5 Davis Bacon
Provision as set forth in Exhibit D2 in effect at the time of Task Order Agreement execution
by the Department.
13. Insurance Requirement.
[Project-specific Insurance Requi rements shall be obtained from t h e O f f i c e o f R i s k
Management (“ORM”) and incorporated within each RFTOP and resul ting Task Order
Agreement).
14. Program Manager The name and contact information for the Program Manager for this
Task Order is as follows:
[Insert PM Name]
Project Manager
Capital Construction Services
Department of General Services
3924 Minnesota Avenue, NE | 5th Floor
Washington, DC 20019
Email:
15. Contracting Officer Technical Representative . The name and contact information for the
Contracting Officer’s Technical Representative for this Task Order is as follows:
[Insert COTR Name]
[Position]
Capital Construction Services
Department of General Services
3924 Minnesota Avenue, NE | 5th Floor
Washington, DC 20019
Email:
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
4 of 12
16. Contracting Officer. The name and contact information for the Contracting Officer for this
Task Order is as follows:
[Insert CO’s Name]
Contracting Officer
Contracts and Procurement
Department of General Services
3924 Minnesota Avenue, NE | 5th Floor
Washington, DC 20019
suzi.tabot@dc.gov
O n l y a d u l y a u t h o r i z e d C o n t r a c t i n g O f f i c e r s h a l l h a v e t h e a u t h ority to direct the
Contractor to start the project, issue change orders, contract modifications, or change
directives on the Department’s behalf. The Program Manager shal l not have the
authority to modify any of the rights and obligations of the De partment or the
Contractor pursuant to the task order or to issue change orders, contract modifications,
or change directives.
17. Use of the Department’s Electronic Project Management Informati on System (Project
Team). Awarded vendor shall utilize the Department’s Project Team system to create, manage
and/or submit any and all documentation required to be provided by the vendor during the
course of the Project, including, but not limited to: (i) requests for information; (ii) submittals;
(iii) potential change orders; (iv) meeting minutes; (v) pencil copy invoices; (vi) drawings and
specifications; (vii) punchlist; and (viii) other documents as may be designated by the
Department.
18. Invoice Submittal. The Contractor shall create and submit payment requests in an e lectronic
format through the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor shall submit
proper invoices on a monthly basi s. To constitute a proper invo ice, the Contractor shall enter
all required information into the Portal after selecting the ap plicable purchase order number
which is listed on the Contractor’s profile.
19. Performance and Payment Bonds. The Contractor shall provide to the Department payment
and performance bonds, each with a penal sum equal to one hundr ed percent (100%) of the
Task Order price, prior to commencing work (Exhibit F).
20. Liquidated Damages and Key Personnel Replacement Disincentive Cost.
20.1 Liquidated Damages. If the Contractor does not complete the Work by the
Substantial Completion Date, liquidated damages will be assesse d in the amount of
[Insert Amount in Words] Dollars ($[Insert Amount]) per calendar day until
Substantial Completion is achieved, and the Project is accepted by the Government.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
5 of 12
The Government’s remedies for failure to comply with the Contra ct 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. The Contractor and the Department agree that the liquidated
damages 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.
Nothing herein shall be construed to extend the Substantial Com pletion Date or the
Final Completion Date.
20.2 Key Personnel Replacement Disincentive Cost. All members of the Design-
Builder’s Key Personnel shall be subject to replacement fees fo r their removal or
reassignment by the Design-Builder. In each instance where the Design-Builder
removes or reassigns one of the key personnel as being subject to replacement fees
(but excluding instances where s uch personnel becomes unavailab le due to death,
termination of employment or disability) without the prior writ ten consent of the
Department’s Contracting Office r, the Design-Builder shall owe to the Department
the sum of Twenty-Five Thousand dollars ($25,000) for each repl acement, as a
replacement fee and not as a penalty, to reimburse the Departme n t f o r i t s
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.
In addition, the Department shall have the right to be exercise d in its sole discretion,
to remove, to replace, or to reduce the scope of services of th e Design-Builder in the
event that a member of the Key P ersonnel has been removed or re placed by the
Design-Builder without the consen t of the Department. In the ev ent the Department
exercises the right to remove, to replace, or to reduce the sco pe of services of the
Design-Builder, the Department shall have the right to enforce the terms of the
Agreement and to keep in place those members of the Design-Buil der’s team not
removed or replaced and the remaining members shall complete the services required
under the Agreement in conjunction with the new members of the Design-Builder’s
team approved by the Department.
21. Terms & Conditions. The District of Columbia Department of General Services Standar d
Contract Provisions for Construction Contracts (Exhibit C1) and Standard Contract Provisions
for Architectural and Engineering Contract (Exhibit C2) are incorporated into this Task Order.
22. SBE Subcontracting Requirement:
22.1. Mandatory Subcontracting Requirements
a. Mandatory Subcontracting Requirements
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
6 of 12
a) The Contractor is required to comply with the provisions set fo rth in Article 12 of
the underlying BOA.
b) Unless the Director of DSLBD has approved a waiver in writing in accordance with
D.C. Official Code § 2-218.51, for all contracts in excess of $250,000, at least 35% of
the dollar volume of the contract shall be subcontracted to SBEs.
c) If there are insufficient SBEs to completely fulfill the requirement of paragraph (a)
of this Section 22.1 above, then the subcontracting may be satisfied by subcontracting
(35%) of the dollar volume to any qualified CBEs; provided, how ever, that all
reasonable efforts shall be made to ensure that SBEs are signif icant participants in the
overall subcontracting work.
d) Prime Contractor that is certified by DSLBD as a small, local o r disadvantaged
business enterprise shall not be required to comply with the pr ovisions of paragraphs
(a) and (b) above of this Section 22.1.
e) Except as provided in paragraphs (e) and (g) below of this Section 22.1, a Prime
Contractor that is a CBE and has been granted a proposal prefer ence pursuant to D.C.
Official Code § 2-218.43, or is selected through a set-aside pr ogram, 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 eff ort shall be subject to
enforcement actions under D.C. Official Code § 2-218.63.
f) A Prime Contractor that is a cer tified Joint Venture and has be en granted an offer
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 subcontract ing 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 unde r D.C. Official Code §
2-218.63.
g) Each CBE utilized to meet these subcontracting requirements shall perform at least
(35%) of its contracting effort with its own organization and resources.
h) A Prime Contractor that is a CBE and has been granted an offer 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 organiz ation and resources if
the Agreement is one ($1) million dollars or less.
b. Subcontracting Plan Requirements
If the Prime Contractor is requir ed by law to subcontract under the contract and does not
fall within Section 20.1.(e) above, it must submit a subcontracting plan for at least (35%)
of the dollar volume of the contract in accordance with D.C. Official Code § 2-218.46. The
subcontracting plan shall be subm itted as part of the Proposal and may only be amended
with the prior written approval of the CO and Director of DSLBD . Any reduction in the
dollar volume of the subcontracted portion resulting from an amendment of the plan shall
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
7 of 12
inure to the benefit of the District and the Department. Each s ubcontracting plan shall
include the following:
a) The name and address of each subcontractor;
b) A current certification number of the small or certified business enterprise;
c) The scope of work to be performed by each subcontractor; and
d) The price that the Prime Contractor will pay each subcontractor.
c. Copies of Subcontracts
Within twenty-one (21) days of the date of award, the Prime Contractor shall provide fully
executed copies of all subcontracts identified in the subcontra cting plan to the CO, the
District of Columbia Auditor, and the Director of DSLBD.
d. Subcontracting Plan Compliance Reporting
a) The Prime Contractor has a subcontracting plan required by law for this Agreement;
the Prime Contractor shall submit a quarterly report to the CO, District of Columbia
Auditor and the Director of DSLBD. The quarterly report shall i nclude the following
information for each subcontract identified in the subcontracting plan:
1. The price that the Prime Contractor will pay each subcontractor under the
subcontract;
2. A description of the goods procured, or the services subcontracted for;
3. The amount paid by the Prime Contractor under the subcontract; and
4. A copy of the fully executed subc ontract, if it was not provid ed with an earlier
quarterly report.
b) If the fully executed subcontract is not provided with the quarterly report, the Prime
Contractor will not receive credit toward its subcontracting re quirements for that
subcontract.
e. Annual Meetings
Upon at least 30-days written not ice provided by the DSLBD, the Prime Contractor shall
meet annually with the CO, contract administrator (“CA”), Distr ict of Columbia Auditor,
and the Director of DSLBD to provide an update on its subcontracting plan.
f. DSLBD Notices
The Prime Contractor shall provide written notice to the DSLBD and the District of
Columbia Auditor upon commencement of the Agreement and when th e Agreement is
completed.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
8 of 12
g. Enforcement and Penalties for Breach of Subcontracting Plan
A Prime Contractor shall be deem ed to have breached a subcontra cting plan required by
law, if the Prime Contractor: (i) fails to submit subcontractin g plan monitoring or
compliance reports or other requ ired 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. A Prime Contractor that is found to have breached its subcontracting plan
for utilization of CBEs in the p erformance of a contract shall be subject to the imposition
of penalties, including monetary fines in accordance with D.C. Official Code § 2-218.63.
If the CO determines the Prime Contractor’s failure to be a mat erial breach of the
Agreement, the CO shall have cause to terminate the Agreement u nder the default
provisions in the Standard Contract Provisions . N e i t h e r t h e P r i m e C o n t r a c t o r n o r i t s
subcontractor may remove a subc ontractor or tier-subcontractor if such subcontractor or
tier-subcontractor is certified a s an LSDBE company unless the Department approves of
such removal, in writing. The Department may condition its app roval upon the Prime
Contractor developing a plan that is, in the Department’s sole and absolute judgment,
adequate to maintain the level of LSDBE participation on the Project.
h. Residency Hiring Requirements for Contractors and Subcontractors
At least fifty-one percent (51%) of the Offeror’s Team and ever y subconsultant’s
employees hired after the Offeror enters into a contract with the Department, or after such
subconsultant enters into a contract with the Offeror, to work on this Project, shall be
residents of the District of Columbia.
Upon execution of the contract, the Offeror and all of its member firms, if any, and each of
its subcontractors and subconsultants shall submit to the Depar tment a list of current
employees that will be assigned to the Project, the date that t hey were hired and whether
or not they live in the District of Columbia.
The Offeror shall comply with subchapter III of Chapter II of Title 1, and subchapter II of
Chapter II of Title 1 of the D.C. Code, and all successor acts thereto, and the rules and
regulations promulgated thereunder. The Offeror and all member firms, subcontractors,
tier subcontractors, subconsultants, and suppliers with contrac ts in the amount of
($100,000) or more shall be required to comply with the followi ng: (i) enter into a First
Source Employment Agreement with the D.C. Department of Employm ent Services
(“DOES”) upon execution of the Agreement; (ii) submit an execut e d F i r s t S o u r c e
Agreement to DOES prior to beginning work on the Project; (iii) make best efforts to hire
at least (51%) District residents for all new jobs created by t he Project; (iv) list all
employment vacancies with DOES; (v) submit monthly compliance r eports to DOES by
the 10 th of each month; (vi) at least (51%) apprentices and trainees em ployed must be
residents of the District regi stered in program approved by the D.C. Apprenticeship
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
9 of 12
Council; and (vii) trade contractors and subcontractors with co ntracts in the amount of
($500,000) or more must register an apprenticeship program with the D.C. Apprenticeship
Council.
The Offeror 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 regula tions 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 b y trade shall be
performed by District residents; and
d) At least seventy percent (70%) of common laborer hours shall be performed by
District residents.
i. Apprenticeship Act
The District of Columbia Apprenticeship Act of 1946, D.C. Offic ial Code §§ 32-1401 et
seq. (Act”), as amended, may apply to this Project. All subcontractors selected to perform
work on the Project on a craft-by-craft basis shall be required to comply with this Act. All
terms and conditions of the Act, D.C. Apprenticeship Council Ru les and Regulations, as
well as any federal requirements, shall be implemented. The Pri me Contracto r shall be
liable for any subcontractor non -compliance. Thirty-Five percent (35%) of all apprentice
hours shall be worked by District residents.
23. Compliance Documents. The Contractor shall comply with all laws and regulations base d
upon the project value and shall provide the Department with all of the compliance documents
and requirements including, but not limited to, the certificate of insurance, subcontracting plan,
payment and performance bonds, first source agreement and employment plan, tax compliance
certificate, and all other compliance documents, as applicable to this District of Columbia
government-funded project. The failure by the Contractor to comply with any of the legal and
compliance requirements or the failure to provide the Departmen t with any of the required
documents within the time specified will result in termination of this Task Order based upon
the Contractor’s default. The Department shall not incur any cost due to the Contractor’s failure
to comply with the District of Columbia’s laws and regulations.
24. Campaign Finance Reform Act. The Contractor agrees to comply with the Campaign
Finance Reform Act certification required pursuant to D.C. Official Code § 1-1161.01 and will
satisfy all self-certification requirements prior to the execution of any task order, as applicable
(Exhibit G).
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
10 of 12
25. Nonprofit Fair Compensation Act of 2020, D.C. Code § 2-222.01 et seq.
a. Nonprofit organizations, as defined in the Act, shall include i n their rates the indirect
costs incurred in the provision of goods or performance of serv ices under this Task
Order pursuant to the nonprofit organization's unexpired Negoti ated 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 minimis rate of 10% of all direct costs under this Task Order;
2) By negotiating a new percentage indirect cost rate with the awarding agency;
3) As calculated with the same per centage indirect cost rate as th e nonprofit
organization negotiated with any District agency within the pas t two (2) years;
however, a nonprofit organization may request to renegotiate in direct cost rates in
accordance with 23.1 (2); or
4) As calculated with a percentage r ate and base amount, determine d by a certified
public accountant, as defined in the Act, using the nonprofit o rganization's audited
financial statements from the im mediately preceding fiscal year , pursuant to the
OMB Uniform Guidance, and certified in writing by the certified public accountant.
b. If this TASK ORDER is funded by a federal agency, indirect cost s shall be consistent
with the requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor
regulations.
26. The Contractor shall pay its subcontractors which are nonprofit organizations the same indirect
cost rates as the nonprofit organization subcontractors would h ave received as a prime
contractor.
27. BUY AMERICAN ACT. The Contractor shall comply with the provisions of the Buy
American Act (41 U.S.C. §§ 8301–8305), including, but not limit ed to, the purchase of steel.
To the extent that the language in this section contradicts the language under Article 24 of The
Department Standard Contract Provisions for Construction Contracts (Exhibit C1) regarding
compliance with the Buy American Act, the language in this section should supersede.
27.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301–830 5), and Executive
Order 10582, December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended by Executive
Order 11051, September 27, 1962 (3 CFR, 1059—63 Comp., p. 635), the Design-Builder
agrees that only domestic construction material will be used by the Design-Builder,
subcontractors, material men a nd suppliers in the performance o f the Agreement, except for
non-domestic material listed in the Agreement.
“Components” as used in this Sec tion, means those articles, mat erials, and supplies
incorporated directly into the end products.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
11 of 12
27.2 “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 p roduct manufactured in the
United States, if the cost of its components mined, produced, o r manufactured in the United
States, exceeds 65 percent of the cost of all its components. F or 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 th e components used in the end
product.
Components of foreign origin of the same class or kind as the products shall be treated as
domestic. Scrap generated, collected, and prepared for processi ng in the United States is
considered domestic.
“End Products”, as used in this Section, means those articles, materials, and s upplies to be
acquired for public use under this Contract.
The Contractor shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufa ctured in the United
States in sufficient and reasonably available commercial quanti ties 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.
27.3 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 mate rial is a “domestic constructio n material” if it has been
mined or produced in the United States. A manufactured construc tion material is a “domestic
construction material” if it has been manufactured in the Unite d 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 i ts components. “Component” means a n y a r t i c l e , m a t e r i a l , o r
supply directly incorporated in construction material. If the c onstruction material consists
wholly or predominantly of iron or steel, the iron or steel was produced in the United States;
or, for construction material tha t consists wholly or predomina ntly of iron or steel or a
combination of both, a construction material manufactured in th e United States if the cost of
foreign iron and steel constitutes less than 5 percent of the c ost of all the components used in
such construction material.
27.4 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
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
12 of 12
in the United States in sufficient and reasonably available com mercial quantities and of
satisfactory quality.
27.5 Foreign Construction Material. “Foreign construction material” means a construction
material other than a domestic construction material.
28. Order of Precedence. The following documents are incorporated into this Task Order i n the
following order of precedence:
1. This Task Order No. [ ]
1. Services Standard Contract Provisions for Construction Contracts (Exhibit C1) and
for Architectural and Engineering Contracts (Exhibit C2)
2. BOA No. DCAM-25-CS-RFQ-0002[] (by reference)
3. RFTOP [ ] (by reference) including Scope of Work (Exhibit A)
4. The Contractor's proposal dated [ ] (Exhibit B)
29. Additional Exhibits.
1. Davis-Bacon Act Wage Determination (Exhibit D1)
2. Title 29 CFR 5.5 Davis Bacon Provision (Exhibit D2)
3. 2025 Living Wage Act (Exhibit E)
4. Payment and Performance Bond (Exhibit F)
5. Campaign Finance Reform Act – Contractor Self-Certification Form (Exhibit G).
I S S U E D B Y : A C C E P T E D B Y :
Signature: Signature:
N a m e : Name:
Title: Contracting Officer Title:
Date: _______________________ Date:
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT F1
DAVIS BACON WAGE DETERMINATION
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /1 /2 /3 /4 /3 /5 /6 /7 /i255 /8 /3 /9 /10 /11 /10 /12 /4 /i255 /13 /14 /15 /16 /3 /5 /17 /i255 /8 /18 /19 /20 /19 /21 /20 /20 /20 /19 /i255 /20 /22 /23 /19 /24 /23 /19 /20 /19 /21
/25 /14 /26 /3 /5 /11 /3 /27 /3 /27 /i255 /2 /3 /4 /3 /5 /6 /7 /i255 /8 /3 /9 /10 /11 /10 /12 /4 /i255 /13 /14 /15 /16 /3 /5 /17 /i255 /8 /18 /19 /20 /19 /28 /20 /20 /20 /19
/25 /29 /6 /29 /3 /17 /i255 /8 /10 /11 /29 /5 /10 /9 /29 /i255 /12 /30 /i255 /18 /12 /7 /14 /15 /16 /10 /6
/18 /12 /4 /11 /29 /5 /14 /9 /29 /10 /12 /4 /i255 /31 /32 /26 /3 /17 /i255 /33 /14 /10 /7 /27 /10 /4 /34
/18 /12 /14 /4 /29 /32 /17 /i255 /8 /10 /11 /29 /5 /10 /9 /29 /i255 /12 /30 /i255 /18 /12 /7 /14 /15 /16 /10 /6 /i255 /25 /29 /6 /29 /3 /35 /10 /27 /3 /36
/33 /37 /38 /39 /8 /38 /13 /2 /i255 /18 /40 /13 /25 /31 /41 /37 /18 /31 /38 /40 /13 /i255 /42 /41 /40 /43 /44 /18 /31 /25 /i255 /45 /27 /12 /3 /11 /i255 /4 /12 /29 /i255 /10 /4 /9 /7 /14 /27 /3 /i255 /11 /10 /4 /34 /7 /3 /i255 /30 /6 /15 /10 /7 /32
/46 /12 /15 /3 /11 /i255 /12 /5 /i255 /6 /26 /6 /5 /29 /15 /3 /4 /29 /11 /i255 /14 /26 /i255 /29 /12 /i255 /6 /4 /27 /i255 /10 /4 /9 /7 /14 /27 /10 /4 /34 /i255 /28 /i255 /11 /29 /12 /5 /10 /3 /11 /47 /36
/13 /12 /29 /3 /17 /i255 /18 /12 /4 /29 /5 /6 /9 /29 /11 /i255 /11 /14 /16 /48 /3 /9 /29 /i255 /29 /12 /i255 /29 /46 /3 /i255 /8 /6 /49 /10 /11 /50 /33 /6 /9 /12 /4 /i255 /51 /9 /29 /i255 /6 /5 /3 /i255 /34 /3 /4 /3 /5 /6 /7 /7 /32
/5 /3 /52 /14 /10 /5 /3 /27 /i255 /29 /12 /i255 /26 /6 /32 /i255 /6 /29 /i255 /7 /3 /6 /11 /29 /i255 /29 /46 /3 /i255 /6 /26 /26 /7 /10 /9 /6 /16 /7 /3 /i255 /15 /10 /4 /10 /15 /14 /15 /i255 /35 /6 /34 /3 /i255 /5 /6 /29 /3
/5 /3 /52 /14 /10 /5 /3 /27 /i255 /14 /4 /27 /3 /5 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /i255 /54 /28 /20 /19 /55 /i255 /12 /5 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /i255 /54 /56 /55 /21 /22 /36
/42 /7 /3 /6 /11 /3 /i255 /4 /12 /29 /3 /i255 /29 /46 /6 /29 /i255 /29 /46 /3 /11 /3 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /11 /i255 /6 /26 /26 /7 /32 /i255 /29 /12 /i255 /9 /12 /49 /3 /5 /3 /27
/9 /12 /4 /29 /5 /6 /9 /29 /11 /i255 /3 /4 /29 /3 /5 /3 /27 /i255 /10 /4 /29 /12 /i255 /16 /32 /i255 /29 /46 /3 /i255 /30 /3 /27 /3 /5 /6 /7 /i255 /34 /12 /49 /3 /5 /4 /15 /3 /4 /29 /i255 /29 /46 /6 /29 /i255 /6 /5 /3
/11 /14 /16 /48 /3 /9 /29 /i255 /29 /12 /i255 /29 /46 /3 /i255 /8 /6 /49 /10 /11 /50 /33 /6 /9 /12 /4 /i255 /51 /9 /29 /i255 /10 /29 /11 /3 /7 /30 /57 /i255 /16 /14 /29 /i255 /27 /12 /i255 /4 /12 /29 /i255 /6 /26 /26 /7 /32 /i255 /29 /12
/9 /12 /4 /29 /5 /6 /9 /29 /11 /i255 /11 /14 /16 /48 /3 /9 /29 /i255 /12 /4 /7 /32 /i255 /29 /12 /i255 /29 /46 /3 /i255 /8 /6 /49 /10 /11 /50 /33 /6 /9 /12 /4 /i255 /41 /3 /7 /6 /29 /3 /27 /i255 /51 /9 /29 /11 /57
/10 /4 /9 /7 /14 /27 /10 /4 /34 /i255 /29 /46 /12 /11 /3 /i255 /11 /3 /29 /i255 /30 /12 /5 /29 /46 /i255 /6 /29 /i255 /19 /24 /i255 /18 /58 /41 /i255 /21 /36 /54 /45 /6 /47 /45 /54 /47 /36
/59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59
/60 /38 /30 /i255 /29 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /10 /11 /i255 /3 /4 /29 /3 /5 /3 /27 /i255 /i255 /i255 /i255 /60 /36 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /i255 /54 /28 /20 /19 /55 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /10 /4 /29 /12 /i255 /12 /4 /i255 /12 /5 /i255 /6 /30 /29 /3 /5 /i255 /43 /6 /4 /14 /6 /5 /32 /i255 /56 /20 /57 /i255 /i255 /60 /i255 /i255 /34 /3 /4 /3 /5 /6 /7 /7 /32 /i255 /6 /26 /26 /7 /10 /3 /11 /i255 /29 /12 /i255 /29 /46 /3 /i255 /i255 /i255 /60
/60 /19 /20 /19 /19 /57 /i255 /12 /5 /i255 /29 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /10 /11 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /36 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /5 /3 /4 /3 /35 /3 /27 /i255 /12 /5 /i255 /3 /53 /29 /3 /4 /27 /3 /27 /i255 /45 /3 /36 /34 /36 /57 /i255 /6 /4 /i255 /60 /36 /i255 /31 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /12 /5 /i255 /15 /14 /11 /29 /i255 /26 /6 /32 /i255 /i255 /i255 /i255 /60
/60 /12 /26 /29 /10 /12 /4 /i255 /10 /11 /i255 /3 /53 /3 /5 /9 /10 /11 /3 /27 /47 /i255 /12 /4 /i255 /12 /5 /i255 /i255 /i255 /i255 /60 /i255 /i255 /6 /7 /7 /i255 /9 /12 /49 /3 /5 /3 /27 /i255 /35 /12 /5 /61 /3 /5 /11 /i255 /6 /29 /i255 /i255 /i255 /i255 /i255 /60
/60 /6 /30 /29 /3 /5 /i255 /43 /6 /4 /14 /6 /5 /32 /i255 /56 /20 /57 /i255 /19 /20 /19 /19 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /7 /3 /6 /11 /29 /i255 /62 /54 /63 /36 /63 /21 /i255 /26 /3 /5 /i255 /46 /12 /14 /5 /i255 /45 /12 /5 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /29 /46 /3 /i255 /6 /26 /26 /7 /10 /9 /6 /16 /7 /3 /i255 /35 /6 /34 /3 /i255 /5 /6 /29 /3 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /7 /10 /11 /29 /3 /27 /i255 /12 /4 /i255 /29 /46 /10 /11 /i255 /35 /6 /34 /3 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /27 /3 /29 /3 /5 /15 /10 /4 /6 /29 /10 /12 /4 /57 /i255 /10 /30 /i255 /10 /29 /i255 /10 /11 /i255 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /46 /10 /34 /46 /3 /5 /47 /i255 /30 /12 /5 /i255 /6 /7 /7 /i255 /46 /12 /14 /5 /11 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /11 /26 /3 /4 /29 /i255 /26 /3 /5 /30 /12 /5 /15 /10 /4 /34 /i255 /12 /4 /i255 /29 /46 /3 /i255 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /10 /4 /i255 /19 /20 /19 /21 /36 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /60 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /60
/60 /38 /30 /i255 /29 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /35 /6 /11 /i255 /6 /35 /6 /5 /27 /3 /27 /i255 /12 /4 /60 /36 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /i255 /54 /56 /55 /21 /22 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /12 /5 /i255 /16 /3 /29 /35 /3 /3 /4 /i255 /43 /6 /4 /14 /6 /5 /32 /i255 /54 /57 /i255 /19 /20 /54 /21 /i255 /6 /4 /27 /60 /i255 /i255 /34 /3 /4 /3 /5 /6 /7 /7 /32 /i255 /6 /26 /26 /7 /10 /3 /11 /i255 /29 /12 /i255 /29 /46 /3 /i255 /i255 /i255 /60
/60 /43 /6 /4 /14 /6 /5 /32 /i255 /19 /24 /57 /i255 /19 /20 /19 /19 /57 /i255 /6 /4 /27 /i255 /29 /46 /3 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /36 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60
/60 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /10 /11 /i255 /4 /12 /29 /i255 /5 /3 /4 /3 /35 /3 /27 /i255 /12 /5 /i255 /i255 /i255 /i255 /60 /36 /i255 /31 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /12 /5 /i255 /15 /14 /11 /29 /i255 /26 /6 /32 /i255 /6 /7 /7 /60
/60 /3 /53 /29 /3 /4 /27 /3 /27 /i255 /12 /4 /i255 /12 /5 /i255 /6 /30 /29 /3 /5 /i255 /43 /6 /4 /14 /6 /5 /32 /i255 /i255 /60 /i255 /i255 /9 /12 /49 /3 /5 /3 /27 /i255 /35 /12 /5 /61 /3 /5 /11 /i255 /6 /29 /i255 /7 /3 /6 /11 /29 /i255 /i255 /i255 /60
/60 /56 /20 /57 /i255 /19 /20 /19 /19 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /62 /54 /56 /36 /56 /20 /i255 /26 /3 /5 /i255 /46 /12 /14 /5 /i255 /45 /12 /5 /i255 /29 /46 /3 /i255 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /6 /26 /26 /7 /10 /9 /6 /16 /7 /3 /i255 /35 /6 /34 /3 /i255 /5 /6 /29 /3 /i255 /7 /10 /11 /29 /3 /27 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /12 /4 /i255 /29 /46 /10 /11 /i255 /35 /6 /34 /3 /i255 /27 /3 /29 /3 /5 /15 /10 /4 /6 /29 /10 /12 /4 /57 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /10 /30 /i255 /10 /29 /i255 /10 /11 /i255 /46 /10 /34 /46 /3 /5 /47 /i255 /30 /12 /5 /i255 /6 /7 /7 /i255 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /46 /12 /14 /5 /11 /i255 /11 /26 /3 /4 /29 /i255 /26 /3 /5 /30 /12 /5 /15 /10 /4 /34 /i255 /12 /4 /i255 /i255 /60
/60 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /60 /i255 /i255 /29 /46 /6 /29 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /10 /4 /i255 /19 /20 /19 /21 /36 /i255 /i255 /i255 /i255 /i255 /60
/60 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /60 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /59 /60
/31 /46 /3 /i255 /6 /26 /26 /7 /10 /9 /6 /16 /7 /3 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /i255 /15 /10 /4 /10 /15 /14 /15 /i255 /35 /6 /34 /3 /i255 /5 /6 /29 /3 /i255 /35 /10 /7 /7 /i255 /16 /3
/6 /27 /48 /14 /11 /29 /3 /27 /i255 /6 /4 /4 /14 /6 /7 /7 /32 /36 /i255 /38 /30 /i255 /29 /46 /10 /11 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /10 /11 /i255 /9 /12 /49 /3 /5 /3 /27 /i255 /16 /32 /i255 /12 /4 /3 /i255 /12 /30 /i255 /29 /46 /3
/44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /11 /i255 /6 /4 /27 /i255 /6 /i255 /9 /7 /6 /11 /11 /10 /30 /10 /9 /6 /29 /10 /12 /4 /i255 /9 /12 /4 /11 /10 /27 /3 /5 /3 /27 /i255 /4 /3 /9 /3 /11 /11 /6 /5 /32 /i255 /30 /12 /5
/26 /3 /5 /30 /12 /5 /15 /6 /4 /9 /3 /i255 /12 /30 /i255 /35 /12 /5 /61 /i255 /12 /4 /i255 /29 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /i255 /27 /12 /3 /11 /i255 /4 /12 /29 /i255 /6 /26 /26 /3 /6 /5 /i255 /12 /4 /i255 /29 /46 /10 /11
/35 /6 /34 /3 /i255 /27 /3 /29 /3 /5 /15 /10 /4 /6 /29 /10 /12 /4 /57 /i255 /29 /46 /3 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /12 /5 /i255 /15 /14 /11 /29 /i255 /11 /29 /10 /7 /7 /i255 /11 /14 /16 /15 /10 /29 /i255 /6
/9 /12 /4 /30 /12 /5 /15 /6 /4 /9 /3 /i255 /5 /3 /52 /14 /3 /11 /29 /36
/51 /27 /27 /10 /29 /10 /12 /4 /6 /7 /i255 /10 /4 /30 /12 /5 /15 /6 /29 /10 /12 /4 /i255 /12 /4 /i255 /9 /12 /4 /29 /5 /6 /9 /29 /12 /5 /i255 /5 /3 /52 /14 /10 /5 /3 /15 /3 /4 /29 /11 /i255 /6 /4 /27 /i255 /35 /12 /5 /61 /3 /5
/26 /5 /12 /29 /3 /9 /29 /10 /12 /4 /11 /i255 /14 /4 /27 /3 /5 /i255 /29 /46 /3 /i255 /44 /53 /3 /9 /14 /29 /10 /49 /3 /i255 /40 /5 /27 /3 /5 /11 /i255 /10 /11 /i255 /6 /49 /6 /10 /7 /6 /16 /7 /3 /i255 /6 /29
/46 /29 /29 /26 /17 /23 /23 /35 /35 /35 /36 /27 /12 /7 /36 /34 /12 /49 /23 /35 /46 /27 /23 /34 /12 /49 /9 /12 /4 /29 /5 /6 /9 /29 /11 /36
/64 /12 /27 /10 /30 /10 /9 /6 /29 /10 /12 /4 /i255 /13 /14 /15 /16 /3 /5 /i255 /i255 /i255 /i255 /i255 /42 /14 /16 /7 /10 /9 /6 /29 /10 /12 /4 /i255 /8 /6 /29 /3
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /20 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /20 /54 /23 /20 /56 /23 /19 /20 /19 /21
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /54 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /20 /54 /23 /54 /20 /23 /19 /20 /19 /21
/65 /66 /67 /67 /66 /68 /69 /70 /i255 /72 /73 /69 /72 /i255 /74 /75/76 /74 /75/77 /78 /79 /80
/81 /82 /82 /83 /84 /73 /66 /66 /84 /85 /86/77 /78 /79 /80 /66 /87 /85 /78 /88 /89 /90 /88 /82 /88 /91 /86/92 /93 /85 /82 /92 /79 /93 /66 /94 /95 /68 /96 /68 /69 /96 /96 /96 /68 /66 /65 /67 /66 /67 /96
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /1 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /3 /4 /1 /5 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /7 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /1 /4 /3 /5 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /5 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /1 /4 /1 /3 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /6 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /6 /4 /7 /2 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /8 /4 /3 /7 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /9 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /9 /4 /2 /5 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /10 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /10 /4 /2 /3 /4 /1 /2 /1 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /11 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /2 /10 /4 /1 /11 /4 /1 /2 /1 /6
/i255 /12 /13 /14 /15 /2 /2 /1 /5 /16 /2 /2 /9 /i255 /3 /2 /4 /2 /3 /4 /1 /2 /1 /5
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /18 /19 /20 /21 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /22 /23 /24 /25 /26 /20 /21
/12 /13 /14 /15 /13 /27 /28 /13 /i255 /29 /28 /17 /30 /15 /17 /4 /31 /15 /12 /27 /i255 /32 /i255 /22 /17 /28 /13 /27 /i255 /i255 /i255
/33 /34 /13 /35 /36 /12 /27 /28 /17 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /5 /2 /37 /9 /9 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /1 /2 /37 /3 /9 /39 /18
/i255 /i255 /33 /25 /40 /41 /42 /43 /20 /21 /i255 /19 /44 /20 /i255 /18 /45 /45 /41 /24 /40 /18 /19 /24 /46 /25 /i255 /46 /47 /i255 /18 /41 /41 /i255 /24 /25 /21 /42 /41 /18 /19 /24 /25 /26 /i255 /48 /18 /19 /20 /23 /24 /18 /41 /21 /49
/i255 /i255 /45 /23 /46 /19 /20 /40 /19 /24 /50 /20 /i255 /40 /46 /50 /20 /23 /24 /25 /26 /21 /49 /i255 /40 /46 /18 /19 /24 /25 /26 /21 /i255 /18 /25 /43 /i255 /47 /24 /25 /24 /21 /44 /20 /21 /i255 /19 /46 /i255 /18 /41 /41 /i255 /19 /51 /45 /20 /21 /i255 /46 /47
/i255 /i255 /48 /20 /40 /44 /18 /25 /24 /40 /18 /41 /i255 /21 /51 /21 /19 /20 /48 /21
/i255 /i255 /18 /37 /i255 /52 /12 /33 /53 /i255 /31 /28 /36 /33 /53 /12 /54 /13 /55 /i255 /34 /20 /56 /i255 /54 /20 /18 /23 /57 /21 /i255 /53 /18 /51 /49 /i255 /58 /18 /23 /19 /24 /25 /i255 /36 /42 /19 /44 /20 /23 /i255 /30 /24 /25 /26 /i255 /53 /18 /51 /49
/i255 /i255 /58 /20 /48 /46 /23 /24 /18 /41 /i255 /53 /18 /51 /49 /i255 /33 /25 /43 /20 /45 /20 /25 /43 /20 /25 /40 /20 /i255 /53 /18 /51 /49 /i255 /36 /18 /59 /46 /23 /i255 /53 /18 /51 /49 /i255 /60 /20 /19 /20 /23 /18 /25 /21 /57 /i255 /53 /18 /51 /49
/i255 /i255 /27 /44 /18 /25 /61 /21 /26 /24 /50 /24 /25 /26 /i255 /53 /18 /51 /49 /19 /44 /20 /i255 /43 /18 /51 /i255 /18 /47 /19 /20 /23 /i255 /27 /44 /18 /25 /61 /21 /26 /24 /50 /24 /25 /26 /i255 /18 /25 /43 /i255 /62 /44 /23 /24 /21 /19 /48 /18 /21
/i255 /i255 /53 /18 /51 /i255 /45 /23 /46 /50 /24 /43 /20 /43 /i255 /19 /44 /20 /i255 /20 /48 /45 /41 /46 /51 /20 /20 /i255 /56 /46 /23 /61 /21 /i255 /19 /44 /20 /i255 /23 /20 /26 /42 /41 /18 /23 /i255 /56 /46 /23 /61 /i255 /43 /18 /51 /i255 /59 /20 /47 /46 /23 /20
/i255 /i255 /18 /25 /43 /i255 /18 /47 /19 /20 /23 /i255 /19 /44 /20 /i255 /45 /18 /24 /43 /i255 /44 /46 /41 /24 /43 /18 /51 /37
/16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16
/i255 /12 /13 /14 /15 /2 /2 /1 /5 /16 /2 /2 /10 /i255 /3 /2 /4 /2 /3 /4 /1 /2 /1 /5
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /18 /19 /20 /21 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /22 /23 /24 /25 /26 /20 /21
/12 /13 /14 /15 /13 /27 /28 /13 /i255 /29 /28 /17 /30 /15 /17 /55 /i255 /i255 /31 /12 /63 /12 /17 /53 /28 /35 /13 /i255 /i255 /i255
/58 /12 /27 /15 /17 /33 /12 /36 /i255 /31 /12 /34 /53 /36 /15 /17 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /1 /5 /37 /5 /8 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /2 /37 /3 /11 /39 /18
/i255 /i255 /33 /25 /40 /41 /42 /43 /20 /21 /i255 /45 /23 /20 /45 /18 /23 /18 /19 /24 /46 /25 /49 /i255 /56 /20 /19 /19 /24 /25 /26 /49 /i255 /21 /19 /23 /24 /45 /45 /24 /25 /26 /49 /i255 /23 /20 /48 /46 /50 /18 /41 /49 /i255 /21 /40 /23 /18 /45 /45 /24 /25 /26 /49
/i255 /i255 /50 /18 /40 /42 /42 /48 /24 /25 /26 /49 /i255 /59 /18 /26 /26 /24 /25 /26 /i255 /18 /25 /43 /i255 /43 /24 /21 /45 /46 /21 /24 /25 /26 /i255 /46 /47 /i255 /18 /41 /41 /i255 /24 /25 /21 /42 /41 /18 /19 /24 /46 /25
/i255 /i255 /48 /18 /19 /20 /23 /24 /18 /41 /21 /49 /i255 /56 /44 /20 /19 /44 /20 /23 /i255 /19 /44 /20 /51 /i255 /40 /46 /25 /19 /18 /24 /25 /i255 /18 /21 /59 /20 /21 /19 /46 /21 /i255 /46 /23 /i255 /25 /46 /19 /49 /i255 /47 /23 /46 /48
/i255 /i255 /48 /20 /40 /44 /18 /25 /24 /40 /18 /41 /i255 /21 /51 /21 /19 /20 /48 /21
/i255 /i255 /18 /37 /i255 /52 /12 /33 /53 /i255 /31 /28 /36 /33 /53 /12 /54 /13 /55 /i255 /34 /20 /56 /i255 /54 /20 /18 /23 /57 /21 /i255 /53 /18 /51 /49 /i255 /58 /18 /23 /19 /24 /25 /i255 /36 /42 /19 /44 /20 /23 /i255 /30 /24 /25 /26 /i255 /53 /18 /51 /49
/i255 /i255 /58 /20 /48 /46 /23 /24 /18 /41 /i255 /53 /18 /51 /49 /i255 /33 /25 /43 /20 /45 /20 /25 /43 /20 /25 /40 /20 /i255 /53 /18 /51 /49 /i255 /36 /18 /59 /46 /23 /i255 /53 /18 /51 /49 /i255 /60 /20 /19 /20 /23 /18 /25 /21 /57 /i255 /53 /18 /51 /49
/i255 /i255 /27 /44 /18 /25 /61 /21 /26 /24 /50 /24 /25 /26 /i255 /53 /18 /51 /49 /19 /44 /20 /i255 /43 /18 /51 /i255 /18 /47 /19 /20 /23 /i255 /27 /44 /18 /25 /61 /21 /26 /24 /50 /24 /25 /26 /i255 /18 /25 /43 /i255 /62 /44 /23 /24 /21 /19 /48 /18 /21
/i255 /i255 /53 /18 /51 /i255 /45 /23 /46 /50 /24 /43 /20 /43 /i255 /19 /44 /20 /i255 /20 /48 /45 /41 /46 /51 /20 /20 /i255 /56 /46 /23 /61 /21 /i255 /19 /44 /20 /i255 /23 /20 /26 /42 /41 /18 /23 /i255 /56 /46 /23 /61 /i255 /43 /18 /51 /i255 /59 /20 /47 /46 /23 /20
/i255 /i255 /18 /25 /43 /i255 /18 /47 /19 /20 /23 /i255 /19 /44 /20 /i255 /45 /18 /24 /43 /i255 /44 /46 /41 /24 /43 /18 /51 /37
/16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16 /16
/i255 /12 /13 /14 /15 /2 /2 /1 /5 /16 /2 /3 /5 /i255 /3 /2 /4 /2 /3 /4 /1 /2 /1 /5
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /18 /19 /20 /21 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /22 /23 /24 /25 /26 /20 /21
/22 /33 /17 /15 /13 /27 /28 /52 /52 /15 /17 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /7 /2 /37 /1 /3 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /2 /37 /5 /7 /39 /18
/i255 /i255 /33 /25 /40 /41 /42 /43 /20 /21 /i255 /19 /44 /20 /i255 /18 /45 /45 /41 /24 /40 /18 /19 /24 /46 /25 /i255 /46 /47 /i255 /48 /18 /19 /20 /23 /24 /18 /41 /21 /i255 /46 /23 /i255 /43 /20 /50 /24 /40 /20 /21 /i255 /56 /24 /19 /44 /24 /25 /i255 /46 /23
/i255 /i255 /18 /23 /46 /42 /25 /43 /i255 /45 /20 /25 /20 /19 /23 /18 /19 /24 /46 /25 /21 /i255 /18 /25 /43 /i255 /46 /45 /20 /25 /24 /25 /26 /21 /i255 /24 /25 /i255 /18 /41 /41 /i255 /23 /18 /19 /20 /43 /i255 /56 /18 /41 /41 /i255 /46 /23 /i255 /47 /41 /46 /46 /23
/i255 /i255 /18 /21 /21 /20 /48 /59 /41 /24 /20 /21 /49 /i255 /24 /25 /i255 /46 /23 /43 /20 /23 /i255 /19 /46 /i255 /45 /23 /20 /50 /20 /25 /19 /i255 /19 /44 /20 /i255 /45 /18 /21 /18 /26 /20 /i255 /46 /47 /i255 /47 /24 /23 /20 /49 /i255 /21 /48 /46 /61 /20
/i255 /i255 /46 /47 /i255 /46 /19 /44 /20 /23 /i255 /26 /18 /21 /20 /21 /37 /i255 /27 /44 /20 /i255 /18 /45 /45 /41 /24 /40 /18 /19 /24 /46 /25 /i255 /24 /25 /40 /41 /42 /43 /20 /21 /i255 /18 /41 /41 /i255 /40 /46 /48 /45 /46 /25 /20 /25 /19 /21
/i255 /i255 /24 /25 /50 /46 /41 /50 /20 /43 /i255 /24 /25 /i255 /40 /23 /20 /18 /19 /24 /25 /26 /i255 /19 /44 /20 /i255 /23 /18 /19 /20 /43 /i255 /59 /18 /23 /23 /24 /20 /23 /i255 /18 /19 /i255 /45 /20 /23 /24 /48 /20 /19 /20 /23 /i255 /21 /41 /18 /59
/i255 /i255 /20 /43 /26 /20 /21 /i255 /18 /25 /43 /i255 /20 /64 /19 /20 /23 /24 /46 /23 /i255 /40 /18 /50 /24 /19 /24 /20 /21 /49 /i255 /19 /44 /20 /i255 /44 /20 /18 /43 /i255 /46 /47 /i255 /26 /51 /45 /21 /42 /48 /i255 /59 /46 /18 /23 /43 /i255 /46 /23
/i255 /i255 /40 /46 /25 /40 /23 /20 /19 /20 /i255 /56 /18 /41 /41 /21 /49 /i255 /65 /46 /24 /25 /19 /21 /i255 /59 /20 /19 /56 /20 /20 /25 /i255 /23 /18 /19 /20 /43 /i255 /56 /18 /41 /41 /i255 /46 /23 /i255 /47 /41 /46 /46 /23
/i255 /i255 /40 /46 /48 /45 /46 /25 /20 /25 /19 /21 /49 /i255 /21 /20 /18 /41 /24 /25 /26 /i255 /46 /47 /i255 /45 /20 /25 /20 /19 /23 /18 /19 /24 /25 /26 /i255 /24 /19 /20 /48 /21 /i255 /18 /25 /43 /i255 /59 /41 /18 /25 /61 /i255 /46 /45 /20 /25 /24 /25 /26 /21 /37
/i255 /i255 /18 /37 /i255 /52 /12 /33 /53 /i255 /31 /28 /36 /33 /53 /12 /54 /13 /55 /i255 /34 /20 /56 /i255 /54 /20 /18 /23 /57 /21 /i255 /53 /18 /51 /49 /i255 /58 /18 /23 /19 /24 /25 /i255 /36 /42 /19 /44 /20 /23 /i255 /30 /24 /25 /26 /i255 /53 /18 /51 /49
/i255 /i255 /58 /20 /48 /46 /23 /24 /18 /41 /i255 /53 /18 /51 /49 /i255 /33 /25 /43 /20 /45 /20 /25 /43 /20 /25 /40 /20 /i255 /53 /18 /51 /49 /i255 /36 /18 /59 /46 /23 /i255 /53 /18 /51 /49 /i255 /60 /20 /19 /20 /23 /18 /25 /21 /57 /i255 /53 /18 /51 /49
/i255 /i255 /27 /44 /18 /25 /61 /21 /26 /24 /50 /24 /25 /26 /i255 /53 /18 /51 /49 /19 /44 /20 /i255 /43 /18 /51 /i255 /18 /47 /19 /20 /23 /i255 /27 /44 /18 /25 /61 /21 /26 /24 /50 /24 /25 /26 /i255 /18 /25 /43 /i255 /62 /44 /23 /24 /21 /19 /48 /18 /21
/i255 /i255 /53 /18 /51 /i255 /45 /23 /46 /50 /24 /43 /20 /43 /i255 /19 /44 /20 /i255 /20 /48 /45 /41 /46 /51 /20 /20 /i255 /56 /46 /23 /61 /21 /i255 /19 /44 /20 /i255 /23 /20 /26 /42 /41 /18 /23 /i255 /56 /46 /23 /61 /i255 /43 /18 /51 /i255 /59 /20 /47 /46 /23 /20
/66 /67 /68 /68 /67 /69 /70 /71 /i255 /73 /74 /70 /73 /i255 /75 /76/77 /75 /76/78 /79 /80 /81
/82 /83 /83 /84 /85 /74 /67 /67 /85 /86 /87/78 /79 /80 /81 /67 /88 /86 /79 /89 /90 /91 /89 /83 /89 /92 /87/93 /94 /86 /83 /93 /80 /94 /67 /95 /96 /69 /97 /69 /70 /97 /97 /97 /69 /67 /66 /69 /67 /68 /97
/i255 /i255 /1 /2 /3 /i255 /1 /4 /5 /6 /7 /i255 /5 /8 /6 /i255 /9 /1 /10 /3 /i255 /8 /11 /12 /10 /3 /1 /13 /14
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/i255 /16 /17 /18 /19 /20 /20 /20 /21 /15 /20 /20 /22 /i255 /20 /23 /24 /22 /25 /24 /22 /20 /22 /26
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /1 /5 /6 /27 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /28 /7 /10 /2 /29 /6 /27
/16 /17 /30 /19 /31 /32 /33 /34 /35 /17 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /36 /i255 /37 /38 /14 /38 /20 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /21 /26 /14 /21 /25
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/i255 /19 /33 /17 /39 /20 /21 /40 /25 /15 /20 /21 /21 /i255 /20 /26 /24 /20 /21 /24 /22 /20 /22 /23
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /1 /5 /6 /27 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /28 /7 /10 /2 /29 /6 /27
/19 /33 /17 /39 /35 /41 /42 /35 /17 /43 /i255 /30 /2 /44 /12 /45 /3 /6 /27 /i255 /18 /7 /13 /46 /1 /12 /12 /i255 /i255 /i255
/47 /1 /2 /29 /10 /2 /29 /43 /i255 /28 /11 /7 /48 /i255 /49 /11 /7 /50 /43 /i255 /1 /2 /3 /i255 /51 /11 /4 /5 /i255 /i255 /i255
/28 /12 /11 /11 /7 /i255 /32 /1 /13 /10 /2 /29 /15 /19 /1 /7 /9 /6 /5 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /36 /i255 /37 /23 /14 /23 /21 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /21 /23 /14 /37 /37
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/i255 /19 /33 /17 /39 /20 /22 /21 /40 /15 /20 /20 /21 /i255 /20 /26 /24 /20 /21 /24 /22 /20 /22 /26
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /1 /5 /6 /27 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /28 /7 /10 /2 /29 /6 /27
/52 /30 /32 /32 /49 /17 /30 /53 /47 /42 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /36 /i255 /37 /40 /14 /26 /20 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /21 /25 /14 /37 /22
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/i255 /19 /33 /17 /39 /20 /23 /25 /23 /15 /20 /20 /54 /i255 /20 /26 /24 /20 /21 /24 /22 /20 /22 /23
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /1 /5 /6 /27 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /28 /7 /10 /2 /29 /6 /27
/39 /30 /32 /35 /18 /17 /30 /55 /35 /17 /52 /33 /41 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /14 /36 /i255 /37 /54 /14 /54 /20 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /21 /23 /14 /23 /25
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/i255 /35 /32 /35 /19 /20 /20 /22 /54 /15 /20 /21 /54 /i255 /20 /54 /24 /20 /26 /24 /22 /20 /22 /37
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /1 /5 /6 /27 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /28 /7 /10 /2 /29 /6 /27
/35 /32 /35 /19 /42 /17 /30 /19 /30 /33 /41 /43 /i255 /30 /2 /44 /12 /45 /3 /6 /27 /i255 /i255 /i255
/30 /2 /27 /5 /1 /12 /12 /1 /5 /10 /11 /2 /i255 /11 /4 /i255 /i255 /i255 /i255
/47 /55 /33 /19 /24 /42 /6 /48 /9 /6 /7 /1 /5 /45 /7 /6 /i255 /19 /11 /2 /5 /7 /11 /12 /27 /14 /14 /14 /14 /14 /14 /14 /14 /36 /i255 /26 /37 /14 /20 /20 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /22 /21 /14 /37 /26
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/i255 /35 /32 /35 /19 /20 /20 /22 /54 /15 /20 /21 /25 /i255 /20 /40 /24 /20 /22 /24 /22 /20 /22 /23
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /17 /1 /5 /6 /27 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /28 /7 /10 /2 /29 /6 /27
/35 /32 /35 /19 /42 /17 /30 /19 /33 /32 /i255 /30 /41 /51 /42 /33 /32 /32 /35 /17 /i255 /i255 /56 /51 /11 /45 /2 /3 /i255 /i255 /i255
/57 /i255 /19 /11 /48 /48 /45 /2 /10 /44 /1 /5 /10 /11 /2 /i255 /51 /13 /27 /5 /6 /48 /27 /58 /14 /14 /14 /14 /14 /14 /14 /14 /14 /36 /i255 /37 /22 /14 /54 /20 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /21 /22 /14 /40 /22
/i255 /i255 /51 /19 /59 /39 /35 /i255 /59 /28 /i255 /49 /59 /17 /31 /60 /i255 /30 /2 /44 /12 /45 /3 /6 /27 /i255 /12 /11 /46 /i255 /61 /11 /12 /5 /1 /29 /6 /i255 /44 /11 /2 /27 /5 /7 /45 /44 /5 /10 /11 /2 /43
/i255 /i255 /10 /2 /27 /5 /1 /12 /12 /1 /5 /10 /11 /2 /43 /i255 /48 /1 /10 /2 /5 /6 /2 /1 /2 /44 /6 /i255 /1 /2 /3 /i255 /7 /6 /48 /11 /61 /1 /12 /i255 /11 /4 /i255 /5 /6 /12 /6 /3 /1 /5 /1
/i255 /i255 /4 /1 /44 /10 /12 /10 /5 /10 /6 /27 /i255 /56 /61 /11 /10 /44 /6 /43 /i255 /3 /1 /5 /1 /i255 /1 /2 /3 /i255 /61 /10 /3 /6 /11 /58 /i255 /10 /2 /44 /12 /45 /3 /10 /2 /29 /i255 /11 /45 /5 /27 /10 /3 /6 /i255 /9 /12 /1 /2 /5 /43
/i255 /i255 /5 /6 /12 /6 /9 /8 /11 /2 /6 /i255 /1 /2 /3 /i255 /3 /1 /5 /1 /i255 /10 /2 /27 /10 /3 /6 /i255 /46 /10 /7 /6 /43 /i255 /10 /2 /5 /6 /7 /44 /11 /2 /2 /6 /44 /5 /43 /i255 /5 /6 /7 /48 /10 /2 /1 /12
/i255 /i255 /6 /62 /45 /10 /9 /48 /6 /2 /5 /43 /i255 /44 /6 /2 /5 /7 /1 /12 /i255 /11 /4 /4 /10 /44 /6 /27 /43 /i255 /39 /33 /16 /63 /43 /i255 /4 /10 /64 /6 /7 /i255 /11 /9 /5 /10 /44 /i255 /44 /1 /64 /12 /6 /i255 /1 /2 /3
/i255 /i255 /6 /62 /45 /10 /9 /48 /6 /2 /5 /43 /i255 /7 /1 /10 /12 /7 /11 /1 /3 /i255 /44 /11 /48 /48 /45 /2 /10 /44 /1 /5 /10 /11 /2 /27 /43 /i255 /48 /10 /44 /7 /11 /i255 /46 /1 /61 /6 /27 /43 /i255 /55 /51 /33 /42 /43
/i255 /i255 /64 /13 /9 /1 /27 /27 /43 /i255 /19 /33 /42 /55 /43 /i255 /49 /33 /41 /i255 /56 /49 /10 /3 /6 /i255 /1 /7 /6 /1 /i255 /2 /6 /5 /46 /11 /7 /50 /27 /58 /43 /i255 /32 /33 /41 /i255 /56 /32 /11 /44 /1 /12 /i255 /1 /7 /6 /1
/i255 /i255 /2 /6 /5 /46 /11 /7 /50 /27 /58 /i255 /1 /2 /3 /i255 /30 /51 /18 /41 /i255 /56 /30 /2 /5 /6 /29 /7 /1 /5 /6 /3 /i255 /27 /13 /27 /5 /6 /48 /27 /i255 /3 /10 /29 /10 /5 /1 /12 /i255 /2 /6 /5 /46 /11 /7 /50 /58 /14
/i255 /i255 /49 /59 /17 /31 /i255 /35 /63 /19 /32 /65 /18 /35 /18 /60 /i255 /42 /8 /6 /i255 /10 /2 /27 /5 /1 /12 /12 /1 /5 /10 /11 /2 /i255 /11 /4 /i255 /44 /11 /48 /9 /45 /5 /6 /7 /i255 /27 /13 /27 /5 /6 /48 /27 /i255 /10 /2
/i255 /i255 /10 /2 /3 /45 /27 /5 /7 /10 /1 /12 /i255 /1 /9 /9 /12 /10 /44 /1 /5 /10 /11 /2 /27 /i255 /27 /45 /44 /8 /i255 /1 /27 /i255 /1 /27 /27 /6 /48 /64 /12 /13 /i255 /12 /10 /2 /6 /27 /43 /i255 /7 /11 /64 /11 /5 /10 /44 /27
/i255 /i255 /1 /2 /3 /i255 /44 /11 /48 /9 /45 /5 /6 /7 /i255 /44 /11 /2 /5 /7 /11 /12 /12 /6 /7 /i255 /48 /1 /2 /45 /4 /1 /44 /5 /45 /7 /10 /2 /29 /i255 /27 /13 /27 /5 /6 /48 /27 /14 /i255 /i255 /42 /8 /6
/i255 /i255 /10 /2 /27 /5 /1 /12 /12 /1 /5 /10 /11 /2 /i255 /11 /4 /i255 /44 /11 /2 /3 /45 /10 /5 /i255 /1 /2 /3 /24 /11 /7 /i255 /7 /1 /44 /6 /46 /1 /13 /27 /i255 /27 /8 /1 /12 /12 /i255 /64 /6 /i255 /10 /2 /27 /5 /1 /12 /12 /6 /3
/i255 /i255 /64 /13 /i255 /30 /2 /27 /10 /3 /6 /i255 /49 /10 /7 /6 /48 /6 /2 /14 /i255 /59 /2 /i255 /27 /10 /5 /6 /27 /i255 /46 /8 /6 /7 /6 /i255 /5 /8 /6 /7 /6 /i255 /10 /27 /i255 /2 /11 /i255 /30 /2 /27 /10 /3 /6
/i255 /i255 /49 /10 /7 /6 /48 /1 /2 /i255 /6 /48 /9 /12 /11 /13 /6 /3 /43 /i255 /5 /8 /6 /i255 /42 /6 /12 /6 /3 /1 /5 /1 /i255 /42 /6 /44 /8 /2 /10 /44 /10 /1 /2 /i255 /48 /1 /13 /i255 /10 /2 /27 /5 /1 /12 /12
/i255 /i255 /7 /1 /44 /6 /46 /1 /13 /i255 /11 /7 /i255 /44 /11 /2 /3 /45 /10 /5 /i255 /2 /11 /5 /i255 /29 /7 /6 /1 /5 /6 /7 /i255 /5 /8 /1 /2 /i255 /21 /20 /i255 /4 /6 /6 /5 /14 /i255 /28 /10 /7 /6 /i255 /1 /12 /1 /7 /48
/i255 /i255 /46 /11 /7 /50 /i255 /10 /27 /i255 /6 /66 /44 /12 /45 /3 /6 /3 /i255 /11 /2 /i255 /1 /12 /12 /i255 /2 /6 /46 /i255 /44 /11 /2 /27 /5 /7 /45 /44 /5 /10 /11 /2 /i255 /27 /10 /5 /6 /27 /i255 /11 /7 /i255 /46 /8 /6 /7 /6 /61 /6 /7
/i255 /i255 /5 /8 /6 /i255 /4 /10 /7 /6 /i255 /1 /12 /1 /7 /48 /i255 /27 /13 /27 /5 /6 /48 /i255 /10 /27 /i255 /10 /2 /27 /5 /1 /12 /12 /6 /3 /i255 /10 /2 /i255 /44 /11 /2 /3 /45 /10 /5 /14 /i255 /i255 /33 /12 /12 /i255 /47 /55 /33 /19
/i255 /i255 /44 /11 /2 /5 /7 /11 /12 /i255 /46 /11 /7 /50 /14
/15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15 /15
/67 /68 /69 /69 /68 /70 /71 /72 /i255 /74 /75 /71 /74 /i255 /76 /77/78 /76 /77/79 /80 /81 /82
/83 /84 /84 /85 /86 /75 /68 /68 /86 /87 /88/79 /80 /81 /82 /68 /89 /87 /80 /90 /91 /92 /90 /84 /90 /93 /88/94 /95 /87 /84 /94 /81 /95 /68 /96 /97 /70 /98 /70 /71 /98 /98 /98 /70 /68 /67 /99 /68 /69 /98
/i255 /1 /2 /1 /3 /4 /4 /5 /4 /6 /4 /4 /5 /i255 /4 /5 /7 /4 /5 /7 /8 /4 /8 /9
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /10 /11 /12 /13 /14 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /15 /16 /17 /18 /19 /13 /14
/1 /2 /1 /3 /20 /21 /22 /10 /i255 /23 /1 /24 /25 /20 /26 /27 /24 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /29 /i255 /9 /30 /28 /5 /31 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /33 /28 /34 /32 /9 /35 /11 /35 /36
/i255 /i255 /11 /28 /i255 /37 /20 /27 /38 /i255 /25 /22 /2 /27 /38 /20 /39 /40 /41 /i255 /26 /13 /42 /i255 /39 /13 /11 /16 /43 /14 /i255 /38 /11 /44 /45 /i255 /23 /13 /46 /47 /16 /17 /11 /48 /i255 /38 /11 /44 /45 /i255 /27 /18 /49 /13 /50 /13 /18 /49 /13 /18 /51 /13
/i255 /i255 /38 /11 /44 /45 /i255 /2 /11 /36 /47 /16 /i255 /38 /11 /44 /45 /i255 /3 /13 /12 /13 /16 /11 /18 /14 /43 /i255 /38 /11 /44 /45 /i255 /21 /52 /11 /18 /53 /14 /19 /17 /54 /17 /18 /19 /i255 /38 /11 /44 /45 /i255 /24 /52 /16 /17 /14 /12 /46 /11 /14
/i255 /i255 /38 /11 /44 /i255 /11 /18 /49 /i255 /12 /52 /13 /i255 /15 /16 /17 /49 /11 /44 /i255 /11 /55 /12 /13 /16 /i255 /21 /52 /11 /18 /53 /14 /19 /17 /54 /17 /18 /19 /28
/i255 /i255 /36 /28 /i255 /3 /20 /24 /20 /21 /27 /22 /26 /40 /41 /i255 /1 /46 /50 /48 /47 /44 /13 /16 /i255 /51 /47 /18 /12 /16 /17 /36 /56 /12 /13 /14 /i255 /33 /57 /i255 /47 /55 /i255 /36 /11 /14 /17 /51 /i255 /52 /47 /56 /16 /48 /44 /i255 /16 /11 /12 /13
/i255 /i255 /55 /47 /16 /i255 /9 /i255 /44 /13 /11 /16 /14 /i255 /47 /16 /i255 /46 /47 /16 /13 /i255 /47 /55 /i255 /14 /13 /16 /54 /17 /51 /13 /58 /i255 /31 /57 /i255 /47 /55 /i255 /36 /11 /14 /17 /51 /i255 /52 /47 /56 /16 /48 /44 /i255 /16 /11 /12 /13 /i255 /55 /47 /16
/i255 /i255 /31 /i255 /46 /47 /18 /12 /52 /14 /i255 /12 /47 /i255 /9 /i255 /44 /13 /11 /16 /14 /i255 /47 /55 /i255 /14 /13 /16 /54 /17 /51 /13 /i255 /11 /14 /i255 /54 /11 /51 /11 /12 /17 /47 /18 /i255 /50 /11 /44 /i255 /51 /16 /13 /49 /17 /12 /28
/6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6
/i255 /27 /10 /22 /26 /4 /4 /4 /9 /6 /4 /4 /9 /i255 /4 /31 /7 /4 /5 /7 /8 /4 /8 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /10 /11 /12 /13 /14 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /15 /16 /17 /18 /19 /13 /14
/27 /10 /22 /26 /59 /22 /10 /60 /1 /10 /45 /i255 /40 /21 /10 /61 /24 /21 /61 /10 /20 /2 /i255 /20 /26 /38 /i255 /i255 /i255
/22 /10 /26 /20 /23 /1 /26 /21 /20 /2 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /29 /i255 /32 /30 /28 /33 /31 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /9 /28 /33 /31
/6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6
/i255 /27 /10 /22 /26 /4 /4 /4 /9 /6 /4 /5 /8 /i255 /4 /9 /7 /4 /5 /7 /8 /4 /8 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /10 /11 /12 /13 /14 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /15 /16 /17 /18 /19 /13 /14
/27 /10 /22 /26 /59 /22 /10 /60 /1 /10 /45 /i255 /10 /1 /27 /26 /15 /22 /10 /24 /27 /26 /62 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /29 /i255 /32 /5 /28 /33 /33 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /32 /28 /30 /33
/6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6
/i255 /2 /20 /63 /22 /4 /4 /5 /5 /6 /4 /4 /64 /i255 /4 /31 /7 /4 /5 /7 /8 /4 /8 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /10 /11 /12 /13 /14 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /15 /16 /17 /18 /19 /13 /14
/2 /20 /63 /22 /10 /1 /10 /41 /i255 /i255 /40 /53 /17 /48 /48 /13 /49 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /29 /i255 /8 /64 /28 /31 /31 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /33 /28 /8 /64
/i255 /i255 /15 /22 /22 /21 /26 /22 /21 /1 /41 /i255 /i255 /37 /47 /12 /46 /13 /18 /45 /i255 /50 /47 /42 /13 /16 /i255 /12 /47 /47 /48 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /45 /i255 /14 /46 /11 /48 /48 /i255 /46 /11 /51 /52 /17 /18 /13
/i255 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /45 /i255 /14 /17 /19 /18 /11 /48 /46 /13 /18 /45 /i255 /48 /11 /14 /13 /16 /i255 /36 /13 /11 /46 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /45 /i255 /42 /11 /12 /13 /16 /50 /16 /47 /47 /55 /13 /16
/i255 /i255 /65 /13 /66 /51 /48 /56 /49 /17 /18 /19 /i255 /16 /47 /47 /55 /17 /18 /19 /67 /45 /i255 /47 /50 /13 /18 /i255 /51 /11 /17 /14 /14 /47 /18 /45 /i255 /12 /13 /14 /12 /i255 /50 /17 /12 /45 /i255 /56 /18 /49 /13 /16 /50 /17 /18 /18 /17 /18 /19 /45
/i255 /i255 /50 /17 /13 /16 /i255 /52 /47 /48 /13 /i255 /11 /18 /49 /i255 /49 /17 /12 /51 /52 /13 /14 /45 /i255 /48 /11 /19 /19 /13 /16 /14 /i255 /11 /18 /49 /i255 /11 /48 /48 /i255 /42 /47 /16 /53 /i255 /11 /14 /14 /47 /51 /17 /11 /12 /13 /49 /i255 /42 /17 /12 /52
/i255 /i255 /48 /11 /19 /19 /17 /18 /19 /i255 /12 /52 /11 /12 /i255 /17 /14 /i255 /18 /47 /12 /i255 /13 /66 /50 /16 /13 /14 /14 /48 /44 /i255 /14 /12 /11 /12 /13 /49 /45 /i255 /14 /12 /16 /17 /50 /50 /13 /16 /14 /45 /i255 /47 /50 /13 /16 /11 /12 /47 /16
/i255 /i255 /47 /55 /i255 /52 /11 /18 /49 /i255 /49 /13 /16 /16 /17 /51 /53 /14 /45 /i255 /54 /17 /36 /16 /11 /12 /47 /16 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /14 /45 /i255 /50 /17 /50 /13 /i255 /48 /11 /44 /13 /16 /14 /45 /i255 /47 /16 /i255 /12 /17 /48 /13
/i255 /i255 /48 /11 /44 /13 /16 /14 /45 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /14 /i255 /47 /55 /i255 /68 /11 /51 /53 /52 /11 /46 /46 /13 /16 /14 /45 /i255 /50 /11 /54 /17 /18 /19 /i255 /36 /16 /13 /11 /53 /13 /16 /14 /45 /i255 /14 /50 /11 /49 /13 /16 /14
/i255 /i255 /47 /16 /i255 /11 /18 /44 /i255 /46 /11 /51 /52 /17 /18 /13 /i255 /12 /52 /11 /12 /i255 /49 /47 /13 /14 /i255 /12 /52 /13 /i255 /14 /11 /46 /13 /i255 /19 /13 /18 /13 /16 /11 /48 /i255 /12 /44 /50 /13 /i255 /47 /55 /i255 /42 /47 /16 /53 /45
/i255 /i255 /51 /11 /16 /50 /13 /18 /12 /13 /16 /i255 /12 /13 /18 /49 /13 /16 /14 /45 /i255 /14 /51 /11 /55 /55 /47 /48 /49 /i255 /36 /56 /17 /48 /49 /13 /16 /14 /45 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /14 /i255 /47 /55
/i255 /i255 /12 /47 /42 /46 /11 /14 /12 /13 /16 /14 /45 /i255 /14 /51 /47 /47 /12 /51 /16 /13 /12 /13 /14 /45 /i255 /36 /56 /19 /19 /44 /46 /47 /36 /17 /48 /13 /14 /i255 /11 /18 /49 /i255 /47 /12 /52 /13 /16 /i255 /46 /11 /51 /52 /17 /18 /13 /14 /i255 /47 /55
/i255 /i255 /14 /17 /46 /17 /48 /11 /16 /i255 /51 /52 /11 /16 /11 /51 /12 /13 /16 /45 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /14 /i255 /47 /55 /i255 /12 /11 /46 /50 /13 /16 /14 /i255 /11 /18 /49 /i255 /16 /11 /46 /46 /13 /16 /14 /i255 /11 /18 /49
/i255 /i255 /47 /12 /52 /13 /16 /i255 /46 /11 /51 /52 /17 /18 /13 /14 /i255 /12 /52 /11 /12 /i255 /49 /47 /i255 /12 /52 /13 /i255 /14 /11 /46 /13 /i255 /19 /13 /18 /13 /16 /11 /48 /i255 /12 /44 /50 /13 /i255 /47 /55 /i255 /42 /47 /16 /53 /45
/i255 /i255 /42 /52 /13 /12 /52 /13 /16 /i255 /50 /47 /42 /13 /16 /13 /49 /i255 /36 /44 /i255 /11 /17 /16 /45 /i255 /13 /48 /13 /51 /12 /16 /17 /51 /i255 /47 /16 /i255 /19 /11 /14 /47 /48 /17 /18 /13 /45 /i255 /36 /56 /17 /48 /49 /13 /16 /14 /i255 /47 /55
/i255 /i255 /12 /16 /13 /14 /12 /48 /13 /i255 /14 /51 /11 /55 /55 /47 /48 /49 /14 /i255 /47 /54 /13 /16 /i255 /47 /18 /13 /i255 /12 /17 /13 /16 /i255 /52 /17 /19 /52 /i255 /11 /18 /49 /i255 /14 /11 /18 /49 /i255 /36 /48 /11 /14 /12 /13 /16 /14 /45
/i255 /i255 /50 /47 /42 /13 /16 /i255 /11 /18 /49 /i255 /51 /52 /11 /17 /18 /i255 /14 /11 /42 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /14 /i255 /56 /14 /13 /49 /i255 /17 /18 /i255 /51 /48 /13 /11 /16 /17 /18 /19 /45 /i255 /17 /18 /14 /12 /11 /48 /48 /13 /16 /14
/i255 /i255 /47 /55 /i255 /42 /13 /48 /48 /i255 /50 /47 /17 /18 /12 /14 /45 /i255 /42 /11 /19 /47 /18 /i255 /49 /16 /17 /48 /48 /i255 /47 /50 /13 /16 /11 /12 /47 /16 /14 /45 /i255 /11 /51 /13 /12 /44 /48 /13 /18 /13 /i255 /36 /56 /16 /18 /13 /16 /14
/i255 /i255 /11 /18 /49 /i255 /48 /17 /51 /13 /18 /14 /13 /49 /i255 /50 /47 /42 /49 /13 /16 /46 /13 /18 /45 /i255 /14 /12 /11 /53 /13 /i255 /68 /56 /46 /50 /13 /16 /45 /49 /13 /46 /47 /48 /17 /12 /17 /47 /18 /28
/6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6
/i255 /23 /20 /10 /63 /4 /4 /4 /8 /6 /4 /4 /34 /i255 /4 /34 /7 /8 /30 /7 /8 /4 /8 /9
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /10 /11 /12 /13 /14 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /15 /16 /17 /18 /19 /13 /14
/23 /20 /10 /63 /2 /1 /7 /40 /21 /22 /26 /1 /i255 /23 /20 /40 /22 /26 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /28 /29 /i255 /34 /9 /28 /31 /9 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /5 /28 /8 /5
/i255 /i255 /27 /26 /24 /2 /61 /38 /27 /26 /62 /i255 /50 /47 /17 /18 /12 /17 /18 /19 /45 /i255 /51 /11 /56 /48 /53 /17 /18 /19 /i255 /11 /18 /49 /i255 /51 /48 /13 /11 /18 /17 /18 /19 /i255 /47 /55 /i255 /20 /48 /48 /i255 /12 /44 /50 /13 /14 /i255 /47 /55
/i255 /i255 /46 /11 /14 /47 /18 /16 /44 /45 /i255 /36 /16 /17 /51 /53 /45 /i255 /14 /12 /47 /18 /13 /i255 /11 /18 /49 /i255 /51 /13 /46 /13 /18 /12 /i255 /1 /69 /24 /1 /37 /21 /i255 /50 /47 /17 /18 /12 /17 /18 /19 /45 /i255 /51 /11 /56 /48 /53 /17 /18 /19 /45
/i255 /i255 /51 /48 /13 /11 /18 /17 /18 /19 /i255 /47 /55 /i255 /13 /66 /17 /14 /12 /17 /18 /19 /i255 /46 /11 /14 /47 /18 /16 /44 /45 /i255 /36 /16 /17 /51 /53 /45 /i255 /14 /12 /47 /18 /13 /i255 /11 /18 /49 /i255 /51 /13 /46 /13 /18 /12
/i255 /i255 /65 /16 /13 /14 /12 /47 /16 /11 /12 /17 /47 /18 /i255 /42 /47 /16 /53 /67
/6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6 /6
/70 /71 /72 /72 /71 /73 /74 /75 /i255 /77 /78 /74 /77 /i255 /79 /80/81 /79 /80/82 /83 /84 /85
/86 /87 /87 /88 /89 /78 /71 /71 /89 /90 /91/82 /83 /84 /85 /71 /92 /90 /83 /93 /94 /95 /93 /87 /93 /96 /91/97 /98 /90 /87 /97 /84 /98 /71 /99 /100 /73 /101 /73 /74 /101 /101 /101 /73 /71 /70 /102 /71 /72 /101
/i255 /1 /2 /3 /4 /5 /5 /5 /6 /7 /5 /5 /8 /i255 /5 /9 /10 /11 /12 /10 /11 /5 /11 /13
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/23 /24 /3 /3 /2 /25 /25 /26 /i255 /27 /26 /3 /28 /24 /3 /10 /29 /24 /23 /23 /24 /3 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /6 /9 /30 /6 /9 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /9 /30 /11 /5
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /1 /2 /3 /4 /5 /5 /5 /6 /7 /5 /5 /12 /i255 /5 /9 /10 /11 /12 /10 /11 /5 /11 /13
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/23 /24 /3 /3 /2 /25 /25 /26 /i255 /18 /33 /34 /33 /29 /35 /24 /3 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /11 /36 /30 /36 /13 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /11 /30 /13 /13
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /1 /2 /3 /4 /5 /5 /5 /6 /7 /5 /5 /36 /i255 /5 /9 /10 /11 /12 /10 /11 /5 /11 /13
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/23 /33 /37 /24 /i255 /29 /24 /23 /23 /24 /3 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /6 /9 /30 /6 /9 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /9 /30 /11 /5
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /1 /2 /3 /4 /5 /5 /5 /6 /7 /5 /5 /38 /i255 /5 /9 /10 /11 /12 /10 /11 /5 /11 /13
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/23 /33 /37 /24 /i255 /18 /33 /34 /33 /29 /35 /24 /3 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /11 /36 /30 /36 /13 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /11 /30 /13 /13
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /39 /2 /33 /34 /5 /5 /13 /32 /7 /5 /32 /9 /i255 /5 /8 /10 /5 /32 /10 /11 /5 /11 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/40 /37 /2 /25 /33 /24 /3 /i255 /i255
/i255 /i255 /i255 /i255 /i255 /40 /41 /14 /42 /20 /21 /22 /i255 /43 /44 /21 /15 /19 /14 /45 /15 /17 /i255 /31 /11 /i255
/i255 /i255 /i255 /i255 /i255 /46 /20 /41 /41 /20 /44 /21 /i255 /14 /21 /47 /i255 /48 /21 /47 /16 /19 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /6 /5 /30 /13 /11 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /6 /30 /36 /13
/i255 /i255 /i255 /i255 /i255 /40 /41 /14 /42 /20 /21 /22 /i255 /43 /44 /21 /15 /19 /14 /45 /15 /17 /i255 /44 /49 /16 /19 /i255 /31 /11 /i255
/i255 /i255 /i255 /i255 /i255 /46 /20 /41 /41 /20 /44 /21 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /6 /9 /30 /12 /8 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /6 /30 /36 /13
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /39 /2 /33 /34 /5 /5 /13 /32 /7 /5 /32 /13 /i255 /5 /8 /10 /5 /32 /10 /11 /5 /11 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/39 /2 /33 /34 /23 /24 /3 /i255 /i255
/i255 /i255 /i255 /i255 /i255 /4 /19 /48 /17 /50 /51 /i255 /3 /44 /41 /41 /16 /19 /51 /i255 /29 /52 /19 /14 /53 /i255 /14 /21 /47 /i255
/i255 /i255 /i255 /i255 /i255 /54 /19 /53 /55 /14 /41 /41 /i255 /18 /20 /21 /20 /17 /50 /16 /19 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /11 /12 /30 /9 /8 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /32 /30 /13 /8
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /39 /37 /2 /29 /5 /36 /38 /32 /7 /5 /5 /13 /i255 /5 /12 /10 /5 /32 /10 /11 /5 /11 /6
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/39 /37 /2 /29 /23 /24 /3 /24 /3 /i255 /56 /33 /21 /45 /41 /48 /47 /20 /21 /22 /i255 /i255 /i255
/18 /20 /19 /16 /52 /19 /44 /44 /57 /20 /21 /22 /58 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /6 /32 /30 /36 /6 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /36 /30 /38 /8
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/i255 /39 /37 /2 /29 /5 /36 /38 /32 /7 /5 /5 /8 /i255 /5 /11 /10 /5 /32 /10 /11 /5 /11 /9
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/43 /24 /1 /24 /34 /23 /i255 /1 /2 /29 /26 /34 /10 /43 /26 /34 /43 /3 /24 /23 /24 /i255 /18 /33 /34 /33 /29 /35 /24 /3 /30 /30 /30 /31 /i255 /6 /5 /30 /11 /13 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /32 /6 /30 /8 /5
/7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7 /7
/59 /i255 /39 /37 /60 /1 /5 /5 /5 /13 /7 /5 /32 /5 /i255 /5 /36 /10 /5 /32 /10 /11 /5 /11 /13
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/39 /37 /60 /1 /4 /24 /3 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /30 /31 /i255 /13 /6 /30 /6 /5 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /11 /6 /30 /12 /32 /61 /14
/i255 /i255 /14 /30 /i255 /39 /2 /33 /54 /i255 /35 /26 /37 /33 /54 /2 /62 /29 /63 /i255 /i255 /37 /14 /64 /44 /19 /i255 /54 /14 /53 /51 /i255 /65 /16 /15 /16 /19 /14 /21 /17 /66 /i255 /54 /14 /53 /51 /i255 /23 /50 /14 /21 /67 /17 /22 /20 /49 /20 /21 /22 /i255 /54 /14 /53
/i255 /i255 /14 /21 /47 /i255 /15 /50 /16 /i255 /47 /14 /53 /i255 /14 /57 /15 /16 /19 /i255 /23 /50 /14 /21 /67 /17 /22 /20 /49 /20 /21 /22 /51 /i255 /43 /50 /19 /20 /17 /15 /46 /14 /17 /i255 /54 /14 /53 /51 /i255 /34 /16 /55 /i255 /62 /16 /14 /19 /66 /17
/i255 /i255 /54 /14 /53 /51 /i255 /1 /14 /19 /15 /20 /21 /i255 /37 /48 /15 /50 /16 /19 /i255 /28 /20 /21 /22 /66 /17 /i255 /4 /20 /19 /15 /50 /47 /14 /53 /51 /i255 /1 /16 /46 /44 /19 /20 /14 /41 /i255 /54 /14 /53 /i255 /14 /21 /47 /i255 /15 /50 /16
/i255 /i255 /18 /44 /48 /19 /15 /50 /i255 /44 /57 /i255 /68 /48 /41 /53 /30
/69 /70 /71 /71 /70 /72 /73 /74 /i255 /76 /77 /73 /76 /i255 /78 /79/80 /78 /79/81 /82 /83 /84
/85 /86 /86 /87 /88 /77 /70 /70 /88 /89 /90/81 /82 /83 /84 /70 /91 /89 /82 /92 /93 /94 /92 /86 /92 /95 /90/96 /97 /89 /86 /96 /83 /97 /70 /98 /99 /72 /100 /72 /73 /100 /100 /100 /72 /70 /69 /73 /70 /71 /100
/0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0
/i255 /2 /3 /4 /5 /6 /7 /6 /8 /0 /6 /6 /9 /i255 /6 /9 /10 /6 /11 /10 /8 /6 /8 /12
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /13 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/2 /23 /2 /24 /18 /23 /25 /25 /24 /13 /26 /i255 /23 /21 /27 /28 /29 /30 /16 /17 /i255 /i255 /31 /32 /33 /34 /i255 /i255 /i255
/2 /20 /35 /16 /i255 /23 /21 /17 /15 /14 /28 /28 /14 /15 /20 /36 /21 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /39 /8 /37 /8 /40 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /41 /37 /40 /42 /43 /14
/i255 /i255 /14 /37 /i255 /2 /33 /23 /44 /i255 /31 /45 /3 /23 /44 /33 /46 /47 /48 /i255 /49 /16 /50 /i255 /46 /16 /14 /19 /51 /17 /i255 /44 /14 /52 /26 /i255 /5 /14 /19 /15 /20 /21 /i255 /3 /29 /15 /53 /16 /19 /i255 /54 /20 /21 /22 /51 /17
/i255 /i255 /55 /20 /19 /15 /53 /30 /14 /52 /26 /i255 /5 /16 /56 /36 /19 /20 /14 /28 /i255 /44 /14 /52 /26 /i255 /23 /21 /30 /16 /35 /16 /21 /30 /16 /21 /27 /16 /i255 /44 /14 /52 /26 /i255 /3 /14 /57 /36 /19 /i255 /44 /14 /52 /26
/i255 /i255 /32 /16 /15 /16 /19 /14 /21 /17 /51 /i255 /44 /14 /52 /26 /i255 /25 /53 /14 /21 /58 /17 /22 /20 /59 /20 /21 /22 /i255 /44 /14 /52 /i255 /14 /21 /30 /i255 /15 /53 /16 /i255 /30 /14 /52 /i255 /14 /60 /15 /16 /19
/i255 /i255 /25 /53 /14 /21 /58 /17 /22 /20 /59 /20 /21 /22 /i255 /14 /21 /30 /i255 /34 /53 /19 /20 /17 /15 /56 /14 /17 /i255 /44 /14 /52 /37
/0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0
/i255 /13 /45 /45 /18 /6 /6 /41 /6 /0 /6 /11 /7 /i255 /6 /40 /10 /6 /11 /10 /8 /6 /8 /39
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /13 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/13 /45 /45 /18 /24 /13 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /41 /7 /37 /8 /7 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /11 /12 /37 /42 /11
/0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0
/i255 /47 /18 /44 /34 /6 /7 /7 /42 /0 /6 /6 /8 /i255 /6 /12 /10 /6 /11 /10 /8 /6 /8 /39
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /13 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/47 /2 /13 /23 /49 /54 /3 /24 /13 /i255 /18 /23 /25 /25 /24 /13 /i255 /61 /18 /20 /19 /16 /i255 /i255 /i255
/47 /35 /19 /20 /21 /58 /28 /16 /19 /17 /62 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /12 /39 /37 /8 /8 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /7 /37 /41 /42
/0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0
/i255 /47 /31 /24 /24 /6 /11 /6 /6 /0 /6 /11 /39 /i255 /11 /11 /10 /6 /11 /10 /8 /6 /8 /41
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /13 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/47 /31 /24 /24 /25 /i255 /5 /24 /25 /33 /3 /i255 /63 /45 /13 /54 /24 /13 /i255 /61 /23 /21 /27 /28 /29 /30 /20 /21 /22 /i255 /i255 /i255
/31 /32 /33 /34 /i255 /44 /29 /27 /15 /i255 /23 /21 /17 /15 /14 /28 /28 /14 /15 /20 /36 /21 /62 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /12 /40 /37 /42 /8 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /8 /37 /40 /8 /43 /14
/i255 /i255 /14 /37 /i255 /2 /33 /23 /44 /i255 /31 /45 /3 /23 /44 /33 /46 /47 /48 /i255 /49 /16 /50 /i255 /46 /16 /14 /19 /51 /17 /i255 /44 /14 /52 /26 /i255 /5 /14 /19 /15 /20 /21 /i255 /3 /29 /15 /53 /16 /19 /i255 /54 /20 /21 /22 /51 /17
/i255 /i255 /55 /20 /19 /15 /53 /30 /14 /52 /26 /i255 /5 /16 /56 /36 /19 /20 /14 /28 /i255 /44 /14 /52 /26 /i255 /23 /21 /30 /16 /35 /16 /21 /30 /16 /21 /27 /16 /i255 /44 /14 /52 /26 /i255 /3 /14 /57 /36 /19 /i255 /44 /14 /52 /26
/i255 /i255 /32 /16 /15 /16 /19 /14 /21 /17 /i255 /44 /14 /52 /26 /i255 /25 /53 /14 /21 /58 /17 /22 /20 /59 /20 /21 /22 /i255 /44 /14 /52 /i255 /14 /21 /30 /i255 /34 /53 /19 /20 /17 /15 /56 /14 /17 /i255 /44 /14 /52
/0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0 /0
/64 /i255 /i255 /47 /4 /44 /34 /8 /6 /6 /42 /0 /6 /6 /41 /i255 /6 /39 /10 /11 /42 /10 /8 /6 /6 /42
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /13 /14 /15 /16 /17 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /18 /19 /20 /21 /22 /16 /17
/3 /33 /55 /45 /13 /24 /13 /48 /i255 /i255 /34 /36 /56 /56 /36 /21 /i255 /36 /19 /i255 /65 /16 /21 /16 /19 /14 /28 /37 /37 /37 /37 /37 /37 /38 /i255 /11 /41 /37 /6 /12 /i255 /64 /64 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /37 /9 /6
/i255 /i255
/3 /33 /55 /45 /13 /24 /13 /48 /i255 /i255 /5 /14 /17 /36 /21 /i255 /25 /16 /21 /30 /16 /19 /i255 /0 /i255 /i255 /i255
/34 /16 /56 /16 /21 /15 /10 /34 /36 /21 /27 /19 /16 /15 /16 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /11 /39 /37 /12 /6 /i255 /64 /64 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /8 /37 /9 /39
/i255 /i255
/3 /33 /55 /45 /13 /24 /13 /48 /i255 /5 /14 /17 /36 /21 /i255 /25 /16 /21 /30 /16 /19 /i255 /60 /36 /19 /i255 /i255 /i255
/35 /36 /20 /21 /15 /20 /21 /22 /26 /i255 /27 /14 /29 /28 /58 /20 /21 /22 /26 /i255 /27 /28 /16 /14 /21 /20 /21 /22 /i255 /i255 /i255
/36 /60 /i255 /16 /66 /20 /17 /15 /20 /21 /22 /i255 /56 /14 /17 /36 /21 /19 /52 /26 /i255 /57 /19 /20 /27 /58 /26 /i255 /i255 /i255
/17 /15 /36 /21 /16 /i255 /14 /21 /30 /i255 /27 /16 /56 /16 /21 /15 /i255 /17 /15 /19 /29 /27 /15 /29 /19 /16 /17 /i255 /i255 /i255
/61 /19 /16 /17 /15 /36 /19 /14 /15 /20 /36 /21 /i255 /50 /36 /19 /58 /62 /67 /i255 /16 /66 /27 /28 /29 /30 /16 /17 /i255 /i255 /i255
/35 /36 /20 /21 /15 /20 /21 /22 /26 /i255 /27 /14 /29 /28 /58 /20 /21 /22 /i255 /14 /21 /30 /i255 /i255 /i255
/27 /28 /16 /14 /21 /20 /21 /22 /i255 /36 /60 /i255 /21 /16 /50 /i255 /36 /19 /i255 /i255 /i255
/19 /16 /35 /28 /14 /27 /16 /56 /16 /21 /15 /i255 /56 /14 /17 /36 /21 /19 /52 /26 /i255 /57 /19 /20 /27 /58 /26 /i255 /i255 /i255
/17 /15 /36 /21 /16 /i255 /14 /21 /30 /i255 /27 /16 /56 /16 /21 /15 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /37 /38 /i255 /11 /11 /37 /7 /40 /i255 /64 /64 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255
/i255 /i255
/2 /45 /23 /49 /25 /24 /13 /26 /i255 /34 /33 /4 /3 /54 /24 /13 /26 /i255 /34 /3 /24 /33 /49 /24 /13 /26 /i255 /i255 /i255
/23 /21 /27 /28 /29 /30 /16 /17 /i255 /35 /36 /20 /21 /15 /20 /21 /22 /26 /i255 /27 /14 /29 /28 /58 /20 /21 /22 /26 /i255 /i255 /i255
/27 /28 /16 /14 /21 /20 /21 /22 /i255 /36 /60 /i255 /16 /66 /20 /17 /15 /20 /21 /22 /i255 /56 /14 /17 /36 /21 /19 /52 /26 /i255 /i255 /i255
/57 /19 /20 /27 /58 /26 /i255 /17 /15 /36 /21 /16 /i255 /14 /21 /30 /i255 /27 /16 /56 /16 /21 /15 /i255 /i255 /i255
/17 /15 /19 /29 /27 /15 /29 /19 /16 /17 /i255 /61 /19 /16 /17 /15 /36 /19 /14 /15 /20 /36 /21 /i255 /i255 /i255
/50 /36 /19 /58 /62 /67 /i255 /16 /66 /27 /28 /29 /30 /16 /17 /i255 /35 /36 /20 /21 /15 /20 /21 /22 /26 /i255 /i255 /i255
/68 /69 /70 /70 /69 /71 /72 /73 /i255 /75 /76 /72 /75 /i255 /77 /78/79 /77 /78/80 /81 /82 /83
/84 /85 /85 /86 /87 /76 /69 /69 /87 /88 /89/80 /81 /82 /83 /69 /90 /88 /81 /91 /92 /93 /91 /85 /91 /94 /89/95 /96 /88 /85 /95 /82 /96 /69 /97 /98 /71 /99 /71 /72 /99 /99 /99 /71 /69 /68 /100 /69 /70 /99
/0 /1 /2 /3 /4 /5 /6 /7 /8 /i255 /0 /3 /10 /1 /6 /5 /6 /7 /i255 /11 /12 /i255 /6 /10 /13 /i255 /11 /14 /i255 /i255 /i255
/14 /10 /15 /3 /1 /0 /10 /16 /10 /6 /17 /i255 /i255 /i255
/16 /1 /18 /11 /6 /14 /19 /8 /i255 /20 /14 /5 /0 /4 /8 /i255 /18 /17 /11 /6 /10 /i255 /11 /14 /i255 /i255 /i255
/0 /10 /16 /10 /6 /17 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /21 /22 /i255 /23 /24 /21 /24 /24 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255
/25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25
/26 /27 /28 /29 /27 /30 /31 /i255 /25 /i255 /30 /10 /0 /10 /5 /32 /10 /i255 /14 /1 /17 /10 /i255 /15 /14 /10 /18 /0 /14 /5 /20 /10 /33 /i255 /12 /11 /14 /i255 /0 /14 /1 /12 /17 /i255 /15 /10 /14 /12 /11 /14 /16 /5 /6 /7
/11 /15 /10 /14 /1 /17 /5 /11 /6 /i255 /17 /11 /i255 /13 /34 /5 /0 /34 /i255 /13 /10 /3 /33 /5 /6 /7 /i255 /5 /18 /i255 /5 /6 /0 /5 /33 /10 /6 /17 /1 /3 /21
/35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35 /35
/36 /36 /i255 /26 /11 /14 /4 /10 /14 /18 /i255 /5 /6 /i255 /17 /34 /5 /18 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /i255 /16 /1 /19 /i255 /20 /10 /i255 /10 /6 /17 /5 /17 /3 /10 /33 /i255 /17 /11 /i255 /1 /i255 /34 /5 /7 /34 /10 /14
/16 /5 /6 /5 /16 /2 /16 /i255 /13 /1 /7 /10 /i255 /2 /6 /33 /10 /14 /i255 /27 /37 /10 /0 /2 /17 /5 /32 /10 /i255 /38 /14 /33 /10 /14 /i255 /23 /39 /40 /41 /42 /i255 /43 /22 /23 /44 /21 /44 /45 /46 /i255 /11 /14 /i255 /23 /47 /42 /45 /24
/43 /22 /23 /47 /21 /47 /40 /46 /21 /i255 /i255 /48 /3 /10 /1 /18 /10 /i255 /18 /10 /10 /i255 /17 /34 /10 /i255 /49 /11 /17 /10 /i255 /1 /17 /i255 /17 /34 /10 /i255 /17 /11 /15 /i255 /11 /12 /i255 /17 /34 /10 /i255 /13 /1 /7 /10
/33 /10 /17 /10 /14 /16 /5 /6 /1 /17 /5 /11 /6 /i255 /12 /11 /14 /i255 /16 /11 /14 /10 /i255 /5 /6 /12 /11 /14 /16 /1 /17 /5 /11 /6 /21 /i255 /48 /3 /10 /1 /18 /10 /i255 /1 /3 /18 /11 /i255 /6 /11 /17 /10 /i255 /17 /34 /1 /17 /i255 /17 /34 /10
/16 /5 /6 /5 /16 /2 /16 /i255 /13 /1 /7 /10 /i255 /14 /10 /50 /2 /5 /14 /10 /16 /10 /6 /17 /18 /i255 /11 /12 /i255 /27 /37 /10 /0 /2 /17 /5 /32 /10 /i255 /38 /14 /33 /10 /14 /i255 /23 /39 /40 /41 /42 /i255 /1 /14 /10 /i255 /6 /11 /17
/0 /2 /14 /14 /10 /6 /17 /3 /19 /i255 /20 /10 /5 /6 /7 /i255 /10 /6 /12 /11 /14 /0 /10 /33 /i255 /1 /18 /i255 /17 /11 /i255 /1 /6 /19 /i255 /0 /11 /6 /17 /14 /1 /0 /17 /i255 /11 /14 /i255 /18 /2 /20 /0 /11 /6 /17 /14 /1 /0 /17 /i255 /17 /11
/13 /34 /5 /0 /34 /i255 /17 /34 /10 /i255 /18 /17 /1 /17 /10 /18 /i255 /11 /12 /i255 /51 /10 /37 /1 /18 /8 /i255 /28 /11 /2 /5 /18 /5 /1 /6 /1 /8 /i255 /11 /14 /i255 /52 /5 /18 /18 /5 /18 /18 /5 /15 /15 /5 /8 /i255 /5 /6 /0 /3 /2 /33 /5 /6 /7
/17 /34 /10 /5 /14 /i255 /1 /7 /10 /6 /0 /5 /10 /18 /8 /i255 /1 /14 /10 /i255 /1 /i255 /15 /1 /14 /17 /19 /21
/49 /11 /17 /10 /53 /i255 /27 /37 /10 /0 /2 /17 /5 /32 /10 /i255 /38 /14 /33 /10 /14 /i255 /43 /27 /38 /46 /i255 /23 /47 /44 /40 /42 /8 /i255 /27 /18 /17 /1 /20 /3 /5 /18 /34 /5 /6 /7 /i255 /48 /1 /5 /33 /i255 /31 /5 /0 /4 /i255 /28 /10 /1 /32 /10
/12 /11 /14 /i255 /54 /10 /33 /10 /14 /1 /3 /i255 /55 /11 /6 /17 /14 /1 /0 /17 /11 /14 /18 /i255 /1 /15 /15 /3 /5 /10 /18 /i255 /17 /11 /i255 /1 /3 /3 /i255 /0 /11 /6 /17 /14 /1 /0 /17 /18 /i255 /18 /2 /20 /56 /10 /0 /17 /i255 /17 /11 /i255 /17 /34 /10
/29 /1 /32 /5 /18 /25 /57 /1 /0 /11 /6 /i255 /58 /0 /17 /i255 /12 /11 /14 /i255 /13 /34 /5 /0 /34 /i255 /17 /34 /10 /i255 /0 /11 /6 /17 /14 /1 /0 /17 /i255 /5 /18 /i255 /1 /13 /1 /14 /33 /10 /33 /i255 /43 /1 /6 /33 /i255 /1 /6 /19
/18 /11 /3 /5 /0 /5 /17 /1 /17 /5 /11 /6 /i255 /13 /1 /18 /i255 /5 /18 /18 /2 /10 /33 /46 /i255 /11 /6 /i255 /11 /14 /i255 /1 /12 /17 /10 /14 /i255 /59 /1 /6 /2 /1 /14 /19 /i255 /23 /8 /i255 /41 /40 /23 /44 /21 /i255 /i255 /60 /12 /i255 /17 /34 /5 /18
/0 /11 /6 /17 /14 /1 /0 /17 /i255 /5 /18 /i255 /0 /11 /32 /10 /14 /10 /33 /i255 /20 /19 /i255 /17 /34 /10 /i255 /27 /38 /8 /i255 /17 /34 /10 /i255 /0 /11 /6 /17 /14 /1 /0 /17 /11 /14 /i255 /16 /2 /18 /17 /i255 /15 /14 /11 /32 /5 /33 /10
/10 /16 /15 /3 /11 /19 /10 /10 /18 /i255 /13 /5 /17 /34 /i255 /23 /i255 /34 /11 /2 /14 /i255 /11 /12 /i255 /15 /1 /5 /33 /i255 /18 /5 /0 /4 /i255 /3 /10 /1 /32 /10 /i255 /12 /11 /14 /i255 /10 /32 /10 /14 /19 /i255 /47 /40 /i255 /34 /11 /2 /14 /18
/17 /34 /10 /19 /i255 /13 /11 /14 /4 /8 /i255 /2 /15 /i255 /17 /11 /i255 /45 /42 /i255 /34 /11 /2 /14 /18 /i255 /11 /12 /i255 /15 /1 /5 /33 /i255 /18 /5 /0 /4 /i255 /3 /10 /1 /32 /10 /i255 /10 /1 /0 /34 /i255 /19 /10 /1 /14 /21
/27 /16 /15 /3 /11 /19 /10 /10 /18 /i255 /16 /2 /18 /17 /i255 /20 /10 /i255 /15 /10 /14 /16 /5 /17 /17 /10 /33 /i255 /17 /11 /i255 /2 /18 /10 /i255 /15 /1 /5 /33 /i255 /18 /5 /0 /4 /i255 /3 /10 /1 /32 /10 /i255 /12 /11 /14 /i255 /17 /34 /10 /5 /14
/11 /13 /6 /i255 /5 /3 /3 /6 /10 /18 /18 /8 /i255 /5 /6 /56 /2 /14 /19 /i255 /11 /14 /i255 /11 /17 /34 /10 /14 /i255 /34 /10 /1 /3 /17 /34 /25 /14 /10 /3 /1 /17 /10 /33 /i255 /6 /10 /10 /33 /18 /8 /i255 /5 /6 /0 /3 /2 /33 /5 /6 /7
/15 /14 /10 /32 /10 /6 /17 /5 /32 /10 /i255 /0 /1 /14 /10 /61 /i255 /17 /11 /i255 /1 /18 /18 /5 /18 /17 /i255 /1 /i255 /12 /1 /16 /5 /3 /19 /i255 /16 /10 /16 /20 /10 /14 /i255 /43 /11 /14 /i255 /15 /10 /14 /18 /11 /6 /i255 /13 /34 /11 /i255 /5 /18
/3 /5 /4 /10 /i255 /12 /1 /16 /5 /3 /19 /i255 /17 /11 /i255 /17 /34 /10 /i255 /10 /16 /15 /3 /11 /19 /10 /10 /46 /i255 /13 /34 /11 /i255 /5 /18 /i255 /5 /3 /3 /8 /i255 /5 /6 /56 /2 /14 /10 /33 /8 /i255 /11 /14 /i255 /34 /1 /18 /i255 /11 /17 /34 /10 /14
/34 /10 /1 /3 /17 /34 /25 /14 /10 /3 /1 /17 /10 /33 /i255 /6 /10 /10 /33 /18 /8 /i255 /5 /6 /0 /3 /2 /33 /5 /6 /7 /i255 /15 /14 /10 /32 /10 /6 /17 /5 /32 /10 /i255 /0 /1 /14 /10 /61 /i255 /11 /14 /i255 /12 /11 /14 /i255 /14 /10 /1 /18 /11 /6 /18
/14 /10 /18 /2 /3 /17 /5 /6 /7 /i255 /12 /14 /11 /16 /8 /i255 /11 /14 /i255 /17 /11 /i255 /1 /18 /18 /5 /18 /17 /i255 /1 /i255 /12 /1 /16 /5 /3 /19 /i255 /16 /10 /16 /20 /10 /14 /i255 /43 /11 /14 /i255 /15 /10 /14 /18 /11 /6 /i255 /13 /34 /11 /i255 /5 /18
/3 /5 /4 /10 /i255 /12 /1 /16 /5 /3 /19 /i255 /17 /11 /i255 /17 /34 /10 /i255 /10 /16 /15 /3 /11 /19 /10 /10 /46 /i255 /13 /34 /11 /i255 /5 /18 /i255 /1 /i255 /32 /5 /0 /17 /5 /16 /i255 /11 /12 /8 /i255 /33 /11 /16 /10 /18 /17 /5 /0
/32 /5 /11 /3 /10 /6 /0 /10 /8 /i255 /18 /10 /37 /2 /1 /3 /i255 /1 /18 /18 /1 /2 /3 /17 /8 /i255 /11 /14 /i255 /18 /17 /1 /3 /4 /5 /6 /7 /21 /i255 /i255 /58 /33 /33 /5 /17 /5 /11 /6 /1 /3 /i255 /5 /6 /12 /11 /14 /16 /1 /17 /5 /11 /6
/11 /6 /i255 /0 /11 /6 /17 /14 /1 /0 /17 /11 /14 /i255 /14 /10 /50 /2 /5 /14 /10 /16 /10 /6 /17 /18 /i255 /1 /6 /33 /i255 /13 /11 /14 /4 /10 /14 /i255 /15 /14 /11 /17 /10 /0 /17 /5 /11 /6 /18 /i255 /2 /6 /33 /10 /14 /i255 /17 /34 /10 /i255 /27 /38
/5 /18 /i255 /1 /32 /1 /5 /3 /1 /20 /3 /10 /i255 /1 /17
/34 /17 /17 /15 /18 /53 /62 /62 /13 /13 /13 /21 /33 /11 /3 /21 /7 /11 /32 /62 /1 /7 /10 /6 /0 /5 /10 /18 /62 /13 /34 /33 /62 /7 /11 /32 /10 /14 /6 /16 /10 /6 /17 /25 /0 /11 /6 /17 /14 /1 /0 /17 /18 /21
/63 /6 /3 /5 /18 /17 /10 /33 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /18 /i255 /6 /10 /10 /33 /10 /33 /i255 /12 /11 /14 /i255 /13 /11 /14 /4 /i255 /6 /11 /17 /i255 /5 /6 /0 /3 /2 /33 /10 /33 /i255 /13 /5 /17 /34 /5 /6
/17 /34 /10 /i255 /18 /0 /11 /15 /10 /i255 /11 /12 /i255 /17 /34 /10 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /18 /i255 /3 /5 /18 /17 /10 /33 /i255 /16 /1 /19 /i255 /20 /10 /i255 /1 /33 /33 /10 /33 /i255 /1 /12 /17 /10 /14
/1 /13 /1 /14 /33 /i255 /11 /6 /3 /19 /i255 /1 /18 /i255 /15 /14 /11 /32 /5 /33 /10 /33 /i255 /5 /6 /i255 /17 /34 /10 /i255 /3 /1 /20 /11 /14 /i255 /18 /17 /1 /6 /33 /1 /14 /33 /18 /i255 /0 /11 /6 /17 /14 /1 /0 /17 /i255 /0 /3 /1 /2 /18 /10 /18
/43 /41 /64 /55 /54 /30 /i255 /45 /21 /45 /i255 /43 /1 /46 /i255 /43 /23 /46 /i255 /43 /5 /5 /5 /46 /46 /21
/25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25 /25
/51 /34 /10 /i255 /20 /11 /33 /19 /i255 /11 /12 /i255 /10 /1 /0 /34 /i255 /13 /1 /7 /10 /i255 /33 /10 /17 /10 /14 /16 /5 /6 /1 /17 /5 /11 /6 /i255 /3 /5 /18 /17 /18 /i255 /17 /34 /10 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /18
/1 /6 /33 /i255 /13 /1 /7 /10 /i255 /14 /1 /17 /10 /18 /i255 /17 /34 /1 /17 /i255 /34 /1 /32 /10 /i255 /20 /10 /10 /6 /i255 /12 /11 /2 /6 /33 /i255 /17 /11 /i255 /20 /10 /i255 /15 /14 /10 /32 /1 /5 /3 /5 /6 /7 /i255 /12 /11 /14 /i255 /17 /34 /10
/17 /19 /15 /10 /43 /18 /46 /i255 /11 /12 /i255 /0 /11 /6 /18 /17 /14 /2 /0 /17 /5 /11 /6 /i255 /1 /6 /33 /i255 /7 /10 /11 /7 /14 /1 /15 /34 /5 /0 /i255 /1 /14 /10 /1 /i255 /0 /11 /32 /10 /14 /10 /33 /i255 /20 /19 /i255 /17 /34 /10 /i255 /13 /1 /7 /10
/33 /10 /17 /10 /14 /16 /5 /6 /1 /17 /5 /11 /6 /21 /i255 /51 /34 /10 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /18 /i255 /1 /14 /10 /i255 /3 /5 /18 /17 /10 /33 /i255 /5 /6 /i255 /1 /3 /15 /34 /1 /20 /10 /17 /5 /0 /1 /3
/11 /14 /33 /10 /14 /i255 /2 /6 /33 /10 /14 /i255 /14 /1 /17 /10 /i255 /5 /33 /10 /6 /17 /5 /12 /5 /10 /14 /18 /i255 /5 /6 /33 /5 /0 /1 /17 /5 /6 /7 /i255 /13 /34 /10 /17 /34 /10 /14 /i255 /17 /34 /10 /i255 /15 /1 /14 /17 /5 /0 /2 /3 /1 /14
/14 /1 /17 /10 /i255 /5 /18 /i255 /1 /i255 /2 /6 /5 /11 /6 /i255 /14 /1 /17 /10 /i255 /43 /0 /2 /14 /14 /10 /6 /17 /i255 /2 /6 /5 /11 /6 /i255 /6 /10 /7 /11 /17 /5 /1 /17 /10 /33 /i255 /14 /1 /17 /10 /46 /8 /i255 /1 /i255 /18 /2 /14 /32 /10 /19
/14 /1 /17 /10 /8 /i255 /1 /i255 /13 /10 /5 /7 /34 /17 /10 /33 /i255 /2 /6 /5 /11 /6 /i255 /1 /32 /10 /14 /1 /7 /10 /i255 /14 /1 /17 /10 /8 /i255 /1 /i255 /18 /17 /1 /17 /10 /i255 /1 /33 /11 /15 /17 /10 /33 /i255 /14 /1 /17 /10 /8 /i255 /11 /14 /i255 /1
/18 /2 /15 /15 /3 /10 /16 /10 /6 /17 /1 /3 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /i255 /14 /1 /17 /10 /21
/63 /6 /5 /11 /6 /i255 /30 /1 /17 /10 /i255 /60 /33 /10 /6 /17 /5 /12 /5 /10 /14 /18
/58 /i255 /12 /11 /2 /14 /25 /3 /10 /17 /17 /10 /14 /i255 /5 /33 /10 /6 /17 /5 /12 /5 /10 /14 /i255 /20 /10 /7 /5 /6 /6 /5 /6 /7 /i255 /13 /5 /17 /34 /i255 /0 /34 /1 /14 /1 /0 /17 /10 /14 /18 /i255 /11 /17 /34 /10 /14 /i255 /17 /34 /1 /6
/65 /65 /31 /63 /65 /65 /8 /i255 /65 /65 /63 /58 /66 /67 /65 /65 /8 /i255 /68 /31 /58 /68 /8 /i255 /11 /14 /i255 /68 /31 /55 /68 /i255 /33 /10 /6 /11 /17 /10 /18 /i255 /17 /34 /1 /17 /i255 /1 /i255 /2 /6 /5 /11 /6 /i255 /14 /1 /17 /10 /i255 /13 /1 /18
/15 /14 /10 /32 /1 /5 /3 /5 /6 /7 /i255 /12 /11 /14 /i255 /17 /34 /1 /17 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /i255 /5 /6 /i255 /17 /34 /10 /i255 /18 /2 /14 /32 /10 /19 /21 /i255 /27 /37 /1 /16 /15 /3 /10 /53
/48 /28 /63 /52 /40 /23 /64 /24 /25 /40 /40 /45 /i255 /40 /44 /62 /40 /23 /62 /41 /40 /41 /39 /21 /i255 /48 /28 /63 /52 /i255 /5 /18 /i255 /1 /6 /i255 /5 /33 /10 /6 /17 /5 /12 /5 /10 /14 /i255 /11 /12 /i255 /17 /34 /10 /i255 /2 /6 /5 /11 /6
/13 /34 /11 /18 /10 /i255 /0 /11 /3 /3 /10 /0 /17 /5 /32 /10 /3 /19 /i255 /20 /1 /14 /7 /1 /5 /6 /10 /33 /i255 /14 /1 /17 /10 /i255 /15 /14 /10 /32 /1 /5 /3 /10 /33 /i255 /5 /6 /i255 /17 /34 /10 /i255 /18 /2 /14 /32 /10 /19 /i255 /12 /11 /14
/17 /34 /5 /18 /i255 /0 /3 /1 /18 /18 /5 /12 /5 /0 /1 /17 /5 /11 /6 /8 /i255 /13 /34 /5 /0 /34 /i255 /5 /6 /i255 /17 /34 /5 /18 /i255 /10 /37 /1 /16 /15 /3 /10 /i255 /13 /11 /2 /3 /33 /i255 /20 /10 /i255 /48 /3 /2 /16 /20 /10 /14 /18 /21
/40 /23 /64 /24 /i255 /5 /6 /33 /5 /0 /1 /17 /10 /18 /i255 /17 /34 /10 /i255 /3 /11 /0 /1 /3 /i255 /2 /6 /5 /11 /6 /i255 /6 /2 /16 /20 /10 /14 /i255 /11 /14 /i255 /33 /5 /18 /17 /14 /5 /0 /17 /i255 /0 /11 /2 /6 /0 /5 /3
/69 /70 /71 /71 /70 /72 /73 /74 /i255 /76 /77 /73 /76 /i255 /78 /79/80 /78 /79/81 /82 /83 /84
/85 /86 /86 /87 /88 /77 /70 /70 /88 /89 /90/81 /82 /83 /84 /70 /91 /89 /82 /92 /93 /94 /92 /86 /92 /95 /90/96 /97 /89 /86 /96 /83 /97 /70 /98 /99 /72 /100 /72 /73 /100 /100 /100 /72 /70 /69 /101 /70 /71 /100
/0 /1 /2 /3 /4 /5 /i255 /7 /8 /4 /5 /4 /i255 /9 /10 /10 /11 /12 /13 /9 /3 /11 /4 /14 /i255 /12 /15 /4 /15 /14 /i255 /16 /11 /1 /2 /3 /4 /5 /17 /i255 /18 /19 /13 /9 /11 /i255 /20 /21 /22 /23 /15 /i255 /24 /8 /4 /i255 /0 /4 /25 /26
/0 /1 /2 /3 /4 /5 /14 /i255 /20 /20 /27 /i255 /12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /17 /i255 /9 /0 /i255 /12 /0 /26 /4 /5 /0 /9 /11 /i255 /0 /1 /2 /3 /4 /5 /i255 /1 /17 /4 /28 /i255 /12 /0
/10 /5 /19 /13 /4 /17 /17 /12 /0 /29 /i255 /26 /8 /4 /i255 /7 /9 /29 /4 /i255 /28 /4 /26 /4 /5 /2 /12 /0 /9 /26 /12 /19 /0 /15 /i255 /24 /8 /4 /i255 /28 /9 /26 /4 /14 /i255 /20 /30 /31 /20 /21 /31 /32 /20 /32 /33 /i255 /12 /0 /i255 /26 /8 /4
/4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /17 /i255 /26 /8 /4 /i255 /4 /34 /34 /4 /13 /26 /12 /35 /4 /i255 /28 /9 /26 /4 /i255 /19 /34 /i255 /26 /8 /4 /i255 /2 /19 /17 /26 /i255 /13 /1 /5 /5 /4 /0 /26 /i255 /0 /4 /29 /19 /26 /12 /9 /26 /4 /28
/5 /9 /26 /4 /15
/36 /0 /12 /19 /0 /i255 /10 /5 /4 /35 /9 /12 /11 /12 /0 /29 /i255 /7 /9 /29 /4 /i255 /5 /9 /26 /4 /17 /i255 /9 /5 /4 /i255 /1 /10 /28 /9 /26 /4 /28 /i255 /26 /19 /i255 /5 /4 /34 /11 /4 /13 /26 /i255 /9 /11 /11 /i255 /13 /8 /9 /0 /29 /4 /17
/19 /35 /4 /5 /i255 /26 /12 /2 /4 /i255 /26 /8 /9 /26 /i255 /9 /5 /4 /i255 /5 /4 /10 /19 /5 /26 /4 /28 /i255 /26 /19 /i255 /37 /38 /39 /i255 /12 /0 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /17
/12 /0 /i255 /26 /8 /4 /i255 /13 /19 /11 /11 /4 /13 /26 /12 /35 /4 /i255 /3 /9 /5 /29 /9 /12 /0 /12 /0 /29 /i255 /9 /29 /5 /4 /4 /2 /4 /0 /26 /i255 /40 /41 /42 /43 /44 /i255 /29 /19 /35 /4 /5 /0 /12 /0 /29 /i255 /26 /8 /4
/13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /15
/36 /0 /12 /19 /0 /i255 /43 /35 /4 /5 /9 /29 /4 /i255 /45 /9 /26 /4 /i255 /46 /28 /4 /0 /26 /12 /34 /12 /4 /5 /17
/24 /8 /4 /i255 /36 /43 /47 /48 /i255 /12 /28 /4 /0 /26 /12 /34 /12 /4 /5 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /9 /26 /i255 /0 /19 /i255 /17 /12 /0 /29 /11 /4 /i255 /5 /9 /26 /4 /i255 /10 /5 /4 /35 /9 /12 /11 /4 /28 /i255 /34 /19 /5
/26 /8 /19 /17 /4 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17 /14 /i255 /3 /1 /26 /i255 /26 /8 /9 /26 /i255 /21 /20 /20 /49 /i255 /19 /34 /i255 /26 /8 /4 /i255 /28 /9 /26 /9 /i255 /5 /4 /10 /19 /5 /26 /4 /28 /i255 /34 /19 /5
/26 /8 /4 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17 /i255 /5 /4 /34 /11 /4 /13 /26 /4 /28 /i255 /1 /0 /12 /19 /0 /i255 /5 /9 /26 /4 /17 /15 /i255 /50 /51 /43 /52 /16 /18 /50 /53
/36 /43 /47 /48 /54 /55 /38 /54 /20 /20 /21 /20 /i255 /20 /21 /31 /20 /21 /31 /32 /20 /32 /33 /15 /i255 /36 /43 /47 /48 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /9 /26 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /i255 /12 /17 /i255 /9
/7 /4 /12 /29 /8 /26 /4 /28 /i255 /1 /0 /12 /19 /0 /i255 /9 /35 /4 /5 /9 /29 /4 /i255 /5 /9 /26 /4 /15 /i255 /55 /38 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /4 /i255 /56 /26 /9 /26 /4 /i255 /19 /34 /i255 /55 /8 /12 /19 /15
/24 /8 /4 /i255 /0 /4 /25 /26 /i255 /0 /1 /2 /3 /4 /5 /14 /i255 /20 /20 /21 /20 /i255 /12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /17 /i255 /9 /0 /i255 /12 /0 /26 /4 /5 /0 /9 /11 /i255 /0 /1 /2 /3 /4 /5
/1 /17 /4 /28 /i255 /12 /0 /i255 /10 /5 /19 /28 /1 /13 /12 /0 /29 /i255 /26 /8 /4 /i255 /7 /9 /29 /4 /i255 /28 /4 /26 /4 /5 /2 /12 /0 /9 /26 /12 /19 /0 /15 /i255 /24 /8 /4 /i255 /28 /9 /26 /4 /14 /i255 /20 /21 /31 /20 /21 /31 /32 /20 /32 /33
/12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /4 /i255 /28 /9 /26 /4 /i255 /26 /8 /4 /i255 /7 /9 /29 /4 /i255 /28 /4 /26 /4 /5 /2 /12 /0 /9 /26 /12 /19 /0 /i255 /7 /9 /17
/1 /10 /28 /9 /26 /4 /28 /i255 /26 /19 /i255 /5 /4 /34 /11 /4 /13 /26 /i255 /26 /8 /4 /i255 /2 /19 /17 /26 /i255 /13 /1 /5 /5 /4 /0 /26 /i255 /1 /0 /12 /19 /0 /i255 /9 /35 /4 /5 /9 /29 /4 /i255 /5 /9 /26 /4 /15
/43 /i255 /36 /43 /47 /48 /i255 /5 /9 /26 /4 /i255 /7 /12 /11 /11 /i255 /3 /4 /i255 /1 /10 /28 /9 /26 /4 /28 /i255 /19 /0 /13 /4 /i255 /9 /i255 /57 /4 /9 /5 /14 /i255 /1 /17 /1 /9 /11 /11 /57 /i255 /12 /0 /i255 /58 /9 /0 /1 /9 /5 /57 /14 /i255 /26 /19
/5 /4 /34 /11 /4 /13 /26 /i255 /9 /i255 /7 /4 /12 /29 /8 /26 /4 /28 /i255 /9 /35 /4 /5 /9 /29 /4 /i255 /19 /34 /i255 /26 /8 /4 /i255 /13 /1 /5 /5 /4 /0 /26 /i255 /5 /9 /26 /4 /17 /i255 /12 /0 /i255 /26 /8 /4
/13 /19 /11 /11 /4 /13 /26 /12 /35 /4 /i255 /3 /9 /5 /29 /9 /12 /0 /12 /0 /29 /i255 /9 /29 /5 /4 /4 /2 /4 /0 /26 /17 /i255 /19 /0 /i255 /7 /8 /12 /13 /8 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /i255 /12 /17 /i255 /3 /9 /17 /4 /28 /15
/56 /1 /5 /35 /4 /57 /i255 /45 /9 /26 /4 /i255 /46 /28 /4 /0 /26 /12 /34 /12 /4 /5 /17
/24 /8 /4 /i255 /59 /59 /56 /36 /59 /59 /i255 /12 /28 /4 /0 /26 /12 /34 /12 /4 /5 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /9 /26 /i255 /4 /12 /26 /8 /4 /5 /i255 /9 /i255 /17 /12 /0 /29 /11 /4 /i255 /0 /19 /0 /54 /1 /0 /12 /19 /0
/5 /9 /26 /4 /i255 /10 /5 /4 /35 /9 /12 /11 /4 /28 /i255 /40 /9 /17 /i255 /28 /4 /34 /12 /0 /4 /28 /i255 /12 /0 /i255 /32 /22 /i255 /41 /60 /45 /i255 /21 /15 /32 /44 /i255 /34 /19 /5 /i255 /26 /8 /12 /17
/13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /i255 /12 /0 /i255 /26 /8 /4 /i255 /17 /1 /5 /35 /4 /57 /i255 /19 /5 /i255 /26 /8 /9 /26 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /i255 /7 /9 /17 /i255 /28 /4 /5 /12 /35 /4 /28 /i255 /3 /57
/13 /19 /2 /10 /1 /26 /12 /0 /29 /i255 /9 /i255 /7 /4 /12 /29 /8 /26 /4 /28 /i255 /9 /35 /4 /5 /9 /29 /4 /i255 /5 /9 /26 /4 /i255 /3 /9 /17 /4 /28 /i255 /19 /0 /i255 /9 /11 /11 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /17
/5 /4 /10 /19 /5 /26 /4 /28 /i255 /12 /0 /i255 /26 /8 /4 /i255 /17 /1 /5 /35 /4 /57 /i255 /34 /19 /5 /i255 /26 /8 /9 /26 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /15 /i255 /43 /17 /i255 /9 /i255 /7 /4 /12 /29 /8 /26 /4 /28
/9 /35 /4 /5 /9 /29 /4 /i255 /5 /9 /26 /4 /i255 /12 /0 /13 /11 /1 /28 /4 /17 /i255 /9 /11 /11 /i255 /5 /9 /26 /4 /17 /i255 /5 /4 /10 /19 /5 /26 /4 /28 /i255 /12 /0 /i255 /26 /8 /4 /i255 /17 /1 /5 /35 /4 /57 /14 /i255 /12 /26 /i255 /2 /9 /57
/12 /0 /13 /11 /1 /28 /4 /i255 /3 /19 /26 /8 /i255 /1 /0 /12 /19 /0 /i255 /9 /0 /28 /i255 /0 /19 /0 /54 /1 /0 /12 /19 /0 /i255 /5 /9 /26 /4 /17 /15 /i255 /50 /25 /9 /2 /10 /11 /4 /53 /i255 /56 /36 /60 /18 /32 /20 /32 /32 /54 /20 /20 /30
/61 /31 /32 /30 /31 /32 /20 /32 /33 /15 /i255 /56 /36 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /i255 /12 /17 /i255 /9 /i255 /17 /12 /0 /29 /11 /4 /i255 /0 /19 /0 /54 /1 /0 /12 /19 /0
/10 /5 /4 /35 /9 /12 /11 /12 /0 /29 /i255 /5 /9 /26 /4 /i255 /19 /5 /i255 /9 /i255 /7 /4 /12 /29 /8 /26 /4 /28 /i255 /9 /35 /4 /5 /9 /29 /4 /i255 /19 /34 /i255 /17 /1 /5 /35 /4 /57 /i255 /28 /9 /26 /9 /i255 /34 /19 /5 /i255 /26 /8 /9 /26
/13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /15 /i255 /60 /18 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /4 /i255 /56 /26 /9 /26 /4 /i255 /19 /34 /i255 /60 /11 /19 /5 /12 /28 /9 /15 /i255 /32 /20 /32 /32 /i255 /12 /17 /i255 /26 /8 /4
/57 /4 /9 /5 /i255 /19 /34 /i255 /26 /8 /4 /i255 /17 /1 /5 /35 /4 /57 /i255 /19 /0 /i255 /7 /8 /12 /13 /8 /i255 /26 /8 /4 /17 /4 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17 /i255 /9 /0 /28 /i255 /5 /9 /26 /4 /17 /i255 /9 /5 /4
/3 /9 /17 /4 /28 /15 /i255 /24 /8 /4 /i255 /0 /4 /25 /26 /i255 /0 /1 /2 /3 /4 /5 /14 /i255 /20 /20 /30 /i255 /12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /17 /i255 /9 /0 /i255 /12 /0 /26 /4 /5 /0 /9 /11
/0 /1 /2 /3 /4 /5 /i255 /1 /17 /4 /28 /i255 /12 /0 /i255 /10 /5 /19 /28 /1 /13 /12 /0 /29 /i255 /26 /8 /4 /i255 /7 /9 /29 /4 /i255 /28 /4 /26 /4 /5 /2 /12 /0 /9 /26 /12 /19 /0 /15 /i255 /24 /8 /4 /i255 /28 /9 /26 /4 /14
/61 /31 /32 /30 /31 /32 /20 /32 /33 /i255 /12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /4 /i255 /17 /1 /5 /35 /4 /57 /i255 /13 /19 /2 /10 /11 /4 /26 /12 /19 /0 /i255 /28 /9 /26 /4
/34 /19 /5 /i255 /26 /8 /4 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17 /i255 /9 /0 /28 /i255 /5 /9 /26 /4 /17 /i255 /1 /0 /28 /4 /5 /i255 /26 /8 /9 /26 /i255 /12 /28 /4 /0 /26 /12 /34 /12 /4 /5 /15
/62 /56 /36 /62 /i255 /7 /9 /29 /4 /i255 /5 /9 /26 /4 /17 /i255 /26 /57 /10 /12 /13 /9 /11 /11 /57 /i255 /5 /4 /2 /9 /12 /0 /i255 /12 /0 /i255 /4 /34 /34 /4 /13 /26 /i255 /1 /0 /26 /12 /11 /i255 /9 /i255 /0 /4 /7 /i255 /17 /1 /5 /35 /4 /57
/12 /17 /i255 /13 /19 /0 /28 /1 /13 /26 /4 /28 /15 /i255 /38 /19 /7 /4 /35 /4 /5 /14 /i255 /26 /8 /4 /i255 /37 /9 /29 /4 /i255 /9 /0 /28 /i255 /38 /19 /1 /5 /i255 /39 /12 /35 /12 /17 /12 /19 /0 /i255 /40 /37 /38 /39 /44 /i255 /8 /9 /17 /i255 /26 /8 /4
/28 /12 /17 /13 /5 /4 /26 /12 /19 /0 /i255 /26 /19 /i255 /1 /10 /28 /9 /26 /4 /i255 /17 /1 /13 /8 /i255 /5 /9 /26 /4 /17 /i255 /1 /0 /28 /4 /5 /i255 /32 /22 /i255 /41 /60 /45 /i255 /21 /15 /61 /40 /13 /44 /40 /21 /44 /15
/56 /26 /9 /26 /4 /i255 /43 /28 /19 /10 /26 /4 /28 /i255 /45 /9 /26 /4 /i255 /46 /28 /4 /0 /26 /12 /34 /12 /4 /5 /17
/24 /8 /4 /i255 /59 /59 /56 /43 /59 /59 /i255 /12 /28 /4 /0 /26 /12 /34 /12 /4 /5 /i255 /12 /0 /28 /12 /13 /9 /26 /4 /17 /i255 /26 /8 /9 /26 /i255 /26 /8 /4 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17 /i255 /9 /0 /28
/10 /5 /4 /35 /9 /12 /11 /12 /0 /29 /i255 /7 /9 /29 /4 /i255 /5 /9 /26 /4 /17 /i255 /17 /4 /26 /i255 /3 /57 /i255 /9 /i255 /17 /26 /9 /26 /4 /i255 /40 /19 /5 /i255 /11 /19 /13 /9 /11 /44 /i255 /29 /19 /35 /4 /5 /0 /2 /4 /0 /26 /i255 /7 /4 /5 /4
/9 /28 /19 /10 /26 /4 /28 /i255 /1 /0 /28 /4 /5 /i255 /32 /22 /i255 /41 /15 /60 /15 /45 /i255 /21 /15 /63 /40 /29 /44 /54 /40 /8 /44 /15 /i255 /i255 /50 /25 /9 /2 /10 /11 /4 /53 /i255 /56 /43 /52 /50 /32 /20 /32 /63 /54 /20 /20 /30
/20 /21 /31 /20 /63 /31 /32 /20 /32 /33 /15 /i255 /56 /43 /i255 /5 /4 /34 /11 /4 /13 /26 /17 /i255 /26 /8 /9 /26 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /17 /i255 /9 /5 /4 /i255 /17 /26 /9 /26 /4 /i255 /9 /28 /19 /10 /26 /4 /28 /15 /i255 /52 /50
/5 /4 /34 /4 /5 /17 /i255 /26 /19 /i255 /26 /8 /4 /i255 /56 /26 /9 /26 /4 /i255 /19 /34 /i255 /52 /9 /12 /0 /4 /15 /i255 /32 /20 /32 /63 /i255 /12 /17 /i255 /26 /8 /4 /i255 /57 /4 /9 /5 /i255 /28 /1 /5 /12 /0 /29 /i255 /7 /8 /12 /13 /8 /i255 /26 /8 /4
/17 /26 /9 /26 /4 /i255 /13 /19 /2 /10 /11 /4 /26 /4 /28 /i255 /26 /8 /4 /i255 /17 /1 /5 /35 /4 /57 /i255 /19 /0 /i255 /7 /8 /12 /13 /8 /i255 /26 /8 /4 /i255 /11 /12 /17 /26 /4 /28 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17
/9 /0 /28 /i255 /5 /9 /26 /4 /17 /i255 /9 /5 /4 /i255 /3 /9 /17 /4 /28 /15 /i255 /24 /8 /4 /i255 /0 /4 /25 /26 /i255 /0 /1 /2 /3 /4 /5 /14 /i255 /20 /20 /30 /i255 /12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /12 /17 /i255 /9 /0
/12 /0 /26 /4 /5 /0 /9 /11 /i255 /0 /1 /2 /3 /4 /5 /i255 /1 /17 /4 /28 /i255 /12 /0 /i255 /10 /5 /19 /28 /1 /13 /12 /0 /29 /i255 /26 /8 /4 /i255 /7 /9 /29 /4 /i255 /28 /4 /26 /4 /5 /2 /12 /0 /9 /26 /12 /19 /0 /15
/24 /8 /4 /i255 /28 /9 /26 /4 /14 /i255 /20 /21 /31 /20 /63 /31 /32 /20 /32 /33 /i255 /12 /0 /i255 /26 /8 /4 /i255 /4 /25 /9 /2 /10 /11 /4 /14 /i255 /5 /4 /34 /11 /4 /13 /26 /17 /i255 /26 /8 /4 /i255 /28 /9 /26 /4 /i255 /19 /0 /i255 /7 /8 /12 /13 /8
/26 /8 /4 /i255 /13 /11 /9 /17 /17 /12 /34 /12 /13 /9 /26 /12 /19 /0 /17 /i255 /9 /0 /28 /i255 /5 /9 /26 /4 /17 /i255 /1 /0 /28 /4 /5 /i255 /26 /8 /4 /i255 /62 /56 /43 /62 /i255 /12 /28 /4 /0 /26 /12 /34 /12 /4 /5 /i255 /26 /19 /19 /64
/4 /34 /34 /4 /13 /26 /i255 /1 /0 /28 /4 /5 /i255 /17 /26 /9 /26 /4 /i255 /11 /9 /7 /i255 /12 /0 /i255 /26 /8 /4 /i255 /17 /26 /9 /26 /4 /i255 /34 /5 /19 /2 /i255 /7 /8 /12 /13 /8 /i255 /26 /8 /4 /i255 /5 /9 /26 /4 /17 /i255 /7 /4 /5 /4
/9 /28 /19 /10 /26 /4 /28 /15
/54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54 /54
/65 /66 /67 /67 /66 /68 /69 /70 /i255 /72 /73 /69 /72 /i255 /74 /75/76 /74 /75/77 /78 /79 /80
/81 /82 /82 /83 /84 /73 /66 /66 /84 /85 /86/77 /78 /79 /80 /66 /87 /85 /78 /88 /89 /90 /88 /82 /88 /91 /86/92 /93 /85 /82 /92 /79 /93 /66 /94 /95 /68 /96 /68 /69 /96 /96 /96 /68 /66 /65 /72 /66 /67 /96
/0 /1 /2 /3 /i255 /5 /3 /6 /3 /7 /8 /9 /10 /1 /6 /9 /11 /10 /i255 /1 /12 /12 /3 /1 /13 /14 /i255 /12 /7 /11 /15 /3 /14 /14
/16 /17 /i255 /18 /19 /20 /i255 /21 /22 /23 /24 /23 /i255 /25 /23 /23 /26 /i255 /19 /26 /i255 /27 /26 /27 /21 /27 /19 /28 /i255 /29 /23 /30 /27 /20 /27 /31 /26 /i255 /27 /26 /i255 /21 /22 /23 /i255 /32 /19 /21 /21 /23 /24 /33 /i255 /6 /22 /27 /20 /i255 /30 /19 /26
/25 /23 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /19 /17 /i255 /19 /i255 /20 /35 /24 /36 /23 /37 /i255 /35 /26 /29 /23 /24 /28 /37 /27 /26 /38 /i255 /19 /i255 /39 /19 /38 /23 /i255 /29 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /25 /17 /i255 /19 /26 /i255 /23 /40 /27 /20 /21 /27 /26 /38 /i255 /41 /35 /25 /28 /27 /20 /22 /23 /29 /i255 /39 /19 /38 /23 /i255 /29 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26
/30 /17 /i255 /19 /26 /i255 /27 /26 /27 /21 /27 /19 /28 /i255 /0 /18 /5 /i255 /28 /23 /21 /21 /23 /24 /i255 /20 /23 /21 /21 /27 /26 /38 /i255 /42 /31 /24 /21 /22 /i255 /19 /i255 /41 /31 /20 /27 /21 /27 /31 /26 /i255 /31 /26
/19 /i255 /39 /19 /38 /23 /i255 /29 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26 /i255 /32 /19 /21 /21 /23 /24
/29 /17 /i255 /19 /26 /i255 /27 /26 /27 /21 /27 /19 /28 /i255 /30 /31 /26 /42 /31 /24 /32 /19 /26 /30 /23 /i255 /43 /19 /29 /29 /27 /21 /27 /31 /26 /19 /28 /i255 /30 /28 /19 /20 /20 /27 /42 /27 /30 /19 /21 /27 /31 /26
/19 /26 /29 /i255 /24 /19 /21 /23 /17 /i255 /29 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26
/11 /26 /i255 /20 /35 /24 /36 /23 /37 /i255 /24 /23 /28 /19 /21 /23 /29 /i255 /32 /19 /21 /21 /23 /24 /20 /44 /i255 /27 /26 /27 /21 /27 /19 /28 /i255 /30 /31 /26 /21 /19 /30 /21 /44 /i255 /27 /26 /30 /28 /35 /29 /27 /26 /38 /i255 /24 /23 /45 /35 /23 /20 /21 /20
/42 /31 /24 /i255 /20 /35 /32 /32 /19 /24 /27 /23 /20 /i255 /31 /42 /i255 /20 /35 /24 /36 /23 /37 /20 /44 /i255 /20 /22 /31 /35 /28 /29 /i255 /25 /23 /i255 /29 /27 /24 /23 /30 /21 /23 /29 /i255 /21 /31 /i255 /21 /22 /23 /i255 /0 /18 /5 /i255 /46 /24 /19 /26 /30 /22
/31 /42 /i255 /0 /19 /38 /23 /i255 /14 /35 /24 /36 /23 /37 /20 /47 /i255 /7 /23 /45 /35 /23 /20 /21 /20 /i255 /30 /19 /26 /i255 /25 /23 /i255 /20 /35 /25 /32 /27 /21 /21 /23 /29 /i255 /36 /27 /19 /i255 /23 /32 /19 /27 /28 /i255 /21 /31
/29 /19 /36 /27 /20 /25 /19 /30 /31 /26 /27 /26 /42 /31 /48 /29 /31 /28 /47 /38 /31 /36 /i255 /31 /24 /i255 /25 /37 /i255 /32 /19 /27 /28 /i255 /21 /31 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /46 /24 /19 /26 /30 /22 /i255 /31 /42 /i255 /0 /19 /38 /23 /i255 /14 /35 /24 /36 /23 /37 /20
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /38 /23 /i255 /19 /26 /29 /i255 /18 /31 /35 /24 /i255 /5 /27 /36 /27 /20 /27 /31 /26
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /49 /47 /14 /47 /i255 /5 /23 /41 /19 /24 /21 /32 /23 /26 /21 /i255 /31 /42 /i255 /13 /19 /25 /31 /24
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /50 /51 /51 /i255 /15 /31 /26 /20 /21 /27 /21 /35 /21 /27 /31 /26 /i255 /1 /36 /23 /26 /35 /23 /44 /i255 /10 /47 /0 /47
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /20 /22 /27 /26 /38 /21 /31 /26 /44 /i255 /5 /15 /i255 /50 /51 /50 /16 /51
/7 /23 /38 /19 /24 /29 /27 /26 /38 /i255 /19 /26 /37 /i255 /31 /21 /22 /23 /24 /i255 /39 /19 /38 /23 /i255 /29 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26 /i255 /32 /19 /21 /21 /23 /24 /i255 /20 /35 /30 /22 /i255 /19 /20
/30 /31 /26 /42 /31 /24 /32 /19 /26 /30 /23 /i255 /29 /23 /30 /27 /20 /27 /31 /26 /20 /44 /i255 /24 /23 /45 /35 /23 /20 /21 /20 /i255 /42 /31 /24 /i255 /27 /26 /27 /21 /27 /19 /28 /i255 /29 /23 /30 /27 /20 /27 /31 /26 /20 /i255 /20 /22 /31 /35 /28 /29 /i255 /25 /23
/29 /27 /24 /23 /30 /21 /23 /29 /i255 /21 /31 /i255 /21 /22 /23 /i255 /0 /18 /5 /i255 /46 /24 /19 /26 /30 /22 /i255 /31 /42 /i255 /15 /31 /26 /20 /21 /24 /35 /30 /21 /27 /31 /26 /i255 /0 /19 /38 /23 /i255 /5 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26 /20 /47
/7 /23 /45 /35 /23 /20 /21 /20 /i255 /30 /19 /26 /i255 /25 /23 /i255 /20 /35 /25 /32 /27 /21 /21 /23 /29 /i255 /36 /27 /19 /i255 /23 /32 /19 /27 /28 /i255 /21 /31 /i255 /46 /15 /0 /5 /52 /11 /42 /42 /27 /30 /23 /48 /29 /31 /28 /47 /38 /31 /36 /i255 /31 /24
/25 /37 /i255 /32 /19 /27 /28 /i255 /21 /31 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /46 /24 /19 /26 /30 /22 /i255 /31 /42 /i255 /15 /31 /26 /20 /21 /24 /35 /30 /21 /27 /31 /26 /i255 /0 /19 /38 /23 /i255 /5 /23 /21 /23 /24 /32 /27 /26 /19 /21 /27 /31 /26 /20
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /38 /23 /i255 /19 /26 /29 /i255 /18 /31 /35 /24 /i255 /5 /27 /36 /27 /20 /27 /31 /26
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /49 /47 /14 /47 /i255 /5 /23 /41 /19 /24 /21 /32 /23 /26 /21 /i255 /31 /42 /i255 /13 /19 /25 /31 /24
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /50 /51 /51 /i255 /15 /31 /26 /20 /21 /27 /21 /35 /21 /27 /31 /26 /i255 /1 /36 /23 /26 /35 /23 /44 /i255 /10 /47 /0 /47
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /20 /22 /27 /26 /38 /21 /31 /26 /44 /i255 /5 /15 /i255 /50 /51 /50 /16 /51
/50 /17 /i255 /9 /42 /i255 /19 /26 /i255 /27 /26 /27 /21 /27 /19 /28 /i255 /29 /23 /30 /27 /20 /27 /31 /26 /i255 /22 /19 /20 /i255 /25 /23 /23 /26 /i255 /27 /20 /20 /35 /23 /29 /44 /i255 /21 /22 /23 /26 /i255 /19 /26 /37 /i255 /27 /26 /21 /23 /24 /23 /20 /21 /23 /29
/41 /19 /24 /21 /37 /i255 /43 /21 /22 /31 /20 /23 /i255 /19 /42 /42 /23 /30 /21 /23 /29 /i255 /25 /37 /i255 /21 /22 /23 /i255 /19 /30 /21 /27 /31 /26 /17 /i255 /21 /22 /19 /21 /i255 /29 /27 /20 /19 /38 /24 /23 /23 /20 /i255 /39 /27 /21 /22 /i255 /21 /22 /23
/29 /23 /30 /27 /20 /27 /31 /26 /i255 /30 /19 /26 /i255 /24 /23 /45 /35 /23 /20 /21 /i255 /24 /23 /36 /27 /23 /39 /i255 /19 /26 /29 /i255 /24 /23 /30 /31 /26 /20 /27 /29 /23 /24 /19 /21 /27 /31 /26 /i255 /42 /24 /31 /32 /i255 /21 /22 /23 /i255 /0 /19 /38 /23
/19 /26 /29 /i255 /18 /31 /35 /24 /i255 /1 /29 /32 /27 /26 /27 /20 /21 /24 /19 /21 /31 /24 /i255 /43 /14 /23 /23 /i255 /50 /53 /i255 /15 /54 /7 /i255 /12 /19 /24 /21 /i255 /16 /47 /55 /i255 /19 /26 /29 /i255 /50 /53 /i255 /15 /54 /7 /i255 /12 /19 /24 /21 /i255 /56 /17 /47
/7 /23 /45 /35 /23 /20 /21 /20 /i255 /42 /31 /24 /i255 /24 /23 /36 /27 /23 /39 /i255 /19 /26 /29 /i255 /24 /23 /30 /31 /26 /20 /27 /29 /23 /24 /19 /21 /27 /31 /26 /i255 /30 /19 /26 /i255 /25 /23 /i255 /20 /35 /25 /32 /27 /21 /21 /23 /29 /i255 /36 /27 /19
/23 /32 /19 /27 /28 /i255 /21 /31 /i255 /29 /25 /19 /47 /24 /23 /30 /31 /26 /20 /27 /29 /23 /24 /19 /21 /27 /31 /26 /48 /29 /31 /28 /47 /38 /31 /36 /i255 /31 /24 /i255 /25 /37 /i255 /32 /19 /27 /28 /i255 /21 /31 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /38 /23 /i255 /19 /26 /29 /i255 /18 /31 /35 /24 /i255 /1 /29 /32 /27 /26 /27 /20 /21 /24 /19 /21 /31 /24
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /49 /47 /14 /47 /i255 /5 /23 /41 /19 /24 /21 /32 /23 /26 /21 /i255 /31 /42 /i255 /13 /19 /25 /31 /24
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /50 /51 /51 /i255 /15 /31 /26 /20 /21 /27 /21 /35 /21 /27 /31 /26 /i255 /1 /36 /23 /26 /35 /23 /44 /i255 /10 /47 /0 /47
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /20 /22 /27 /26 /38 /21 /31 /26 /44 /i255 /5 /15 /i255 /50 /51 /50 /16 /51
/6 /22 /23 /i255 /24 /23 /45 /35 /23 /20 /21 /i255 /20 /22 /31 /35 /28 /29 /i255 /25 /23 /i255 /19 /30 /30 /31 /32 /41 /19 /26 /27 /23 /29 /i255 /25 /37 /i255 /19 /i255 /42 /35 /28 /28 /i255 /20 /21 /19 /21 /23 /32 /23 /26 /21 /i255 /31 /42 /i255 /21 /22 /23
/27 /26 /21 /23 /24 /23 /20 /21 /23 /29 /i255 /41 /19 /24 /21 /37 /57 /20 /i255 /41 /31 /20 /27 /21 /27 /31 /26 /i255 /19 /26 /29 /i255 /19 /26 /37 /i255 /27 /26 /42 /31 /24 /32 /19 /21 /27 /31 /26 /i255 /43 /39 /19 /38 /23 /i255 /41 /19 /37 /32 /23 /26 /21
/29 /19 /21 /19 /44 /i255 /41 /24 /31 /58 /23 /30 /21 /i255 /29 /23 /20 /30 /24 /27 /41 /21 /27 /31 /26 /44 /i255 /19 /24 /23 /19 /i255 /41 /24 /19 /30 /21 /27 /30 /23 /i255 /32 /19 /21 /23 /24 /27 /19 /28 /44 /i255 /23 /21 /30 /47 /17 /i255 /21 /22 /19 /21
/21 /22 /23 /i255 /24 /23 /45 /35 /23 /20 /21 /31 /24 /i255 /30 /31 /26 /20 /27 /29 /23 /24 /20 /i255 /24 /23 /28 /23 /36 /19 /26 /21 /i255 /21 /31 /i255 /21 /22 /23 /i255 /27 /20 /20 /35 /23 /47
/59 /17 /i255 /9 /42 /i255 /21 /22 /23 /i255 /29 /23 /30 /27 /20 /27 /31 /26 /i255 /31 /42 /i255 /21 /22 /23 /i255 /1 /29 /32 /27 /26 /27 /20 /21 /24 /19 /21 /31 /24 /i255 /27 /20 /i255 /26 /31 /21 /i255 /42 /19 /36 /31 /24 /19 /25 /28 /23 /44 /i255 /19 /26
/27 /26 /21 /23 /24 /23 /20 /21 /23 /29 /i255 /41 /19 /24 /21 /37 /i255 /32 /19 /37 /i255 /19 /41 /41 /23 /19 /28 /i255 /29 /27 /24 /23 /30 /21 /28 /37 /i255 /21 /31 /i255 /21 /22 /23 /i255 /1 /29 /32 /27 /26 /27 /20 /21 /24 /19 /21 /27 /36 /23
/7 /23 /36 /27 /23 /39 /i255 /46 /31 /19 /24 /29 /i255 /43 /42 /31 /24 /32 /23 /24 /28 /37 /i255 /21 /22 /23 /i255 /0 /19 /38 /23 /i255 /1 /41 /41 /23 /19 /28 /20 /i255 /46 /31 /19 /24 /29 /17 /47 /i255 /i255 /0 /24 /27 /21 /23 /i255 /21 /31 /34
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /1 /29 /32 /27 /26 /27 /20 /21 /24 /19 /21 /27 /36 /23 /i255 /7 /23 /36 /27 /23 /39 /i255 /46 /31 /19 /24 /29
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /49 /47 /14 /47 /i255 /5 /23 /41 /19 /24 /21 /32 /23 /26 /21 /i255 /31 /42 /i255 /13 /19 /25 /31 /24
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /50 /51 /51 /i255 /15 /31 /26 /20 /21 /27 /21 /35 /21 /27 /31 /26 /i255 /1 /36 /23 /26 /35 /23 /44 /i255 /10 /47 /0 /47
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /0 /19 /20 /22 /27 /26 /38 /21 /31 /26 /44 /i255 /5 /15 /i255 /50 /51 /50 /16 /51 /47
/60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60 /60
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255 /3 /10 /5 /i255 /11 /54 /i255 /2 /3 /10 /3 /7 /1 /13 /i255 /5 /3 /15 /9 /14 /9 /11 /10 /61
/62 /63 /64 /64 /63 /65 /66 /67 /i255 /69 /70 /66 /69 /i255 /71 /72/73 /71 /72/74 /75 /76 /77
/78 /79 /79 /80 /81 /70 /63 /63 /81 /82 /83/74 /75 /76 /77 /63 /84 /82 /75 /85 /86 /87 /85 /79 /85 /88 /83/89 /90 /82 /79 /89 /76 /90 /63 /91 /92 /65 /93 /65 /66 /93 /93 /93 /65 /63 /62 /62 /63 /64 /93
/i255 /i255 /i255 /i255 /i255 /i255 /i255 /i255
/1 /2 /3 /3 /2 /4 /5 /6 /i255 /8 /9 /5 /8 /i255 /10 /11/12 /10 /11/13 /14 /15 /16
/17 /18 /18 /19 /20 /9 /2 /2 /20 /21 /22/13 /14 /15 /16 /2 /23 /21 /14 /24 /25 /26 /24 /18 /24 /27 /22/28 /29 /21 /18 /28 /15 /29 /2 /30 /31 /4 /32 /4 /5 /32 /32 /32 /4 /2 /1 /3 /32 /2 /3 /32
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT F2
TITLE 29 CODE OF FEDERAL REGULATION 5.5
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
122
29 CFR Subtitle A (7–1–24 Edition) §§ 5.3–5.4
Wages. The term ‘‘wages’’ means the
basic hourly rate of pay; any contribu-
tion irrevocably made by a contractor
or subcontractor 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 subcontractor which may be reason-
ably 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 or 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.
Wage determination. The term ‘‘wage
determination’’ includes the original
decision and any subsequent decisions
revising, modifying, superseding, cor-
recting, or otherwise changing the pro-
visions of the original decision. The ap-
plication of the wage determination
must be in accordance with the provi-
sions of § 1.6 of this subtitle.
[88 FR 57731, Aug. 23, 2023]
§§ 5.3–5.4 [Reserved]
§ 5.5 Contract provisions and related
matters.
(a) Required contract clauses. The
Agency head will cause or require the
contracting officer to require the con-
tracting officer to insert in full, or (for
contracts covered by the Federal Ac-
quisition Regulation (48 CFR chapter
1)) by reference, in any contract in ex-
cess of $2,000 which is entered into for
the actual construction, alteration
and/or repair, including painting and
decorating, of a public building or pub-
lic 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
laws referenced by § 5.1, the following
clauses (or any modifications thereof
to meet the particular needs of the
agency, Provided, That such modifica-
tions are first approved by the Depart-
ment of Labor):
(1) Minimum wages—(i) Wage rates and
fringe benefits. All laborers and mechan-
ics employed or working upon the site
of the work (or otherwise working in
construction or development of the
project under a development statute),
will be paid unconditionally and not
less often than once a week, and with-
out subsequent deduction or rebate on
any account (except such payroll de-
ductions as are permitted by regula-
tions issued by the Secretary of Labor
under the Copeland Act (29 CFR part
3)), the full amount of basic hourly
wages and 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. As pro-
vided in paragraphs (d) and (e) of this
section, the appropriate wage deter-
minations are effective by operation of
law even if they have not been at-
tached to the contract. Contributions
made or costs reasonably anticipated
for bona fide fringe benefits under the
Davis-Bacon Act (40 U.S.C. 3141(2)(B))
on behalf of laborers or mechanics are
considered wages paid to such laborers
or mechanics, subject to the provisions
of paragraph (a)(1)(v) of this section;
also, regular contributions made or
costs incurred for more than a weekly
period (but not less often than quar-
terly) under plans, funds, or programs
which cover the particular weekly pe-
riod, are deemed to be constructively
made or incurred during such weekly
period. Such laborers and mechanics
must be paid the appropriate wage rate
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00132 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
123
Office of the Secretary of Labor § 5.5
and fringe benefits on the wage deter-
mination for the classification(s) of
work actually performed, without re-
gard to skill, except as provided in
paragraph (a)(4) of this section. Labor-
ers or mechanics performing work in
more than one classification may be
compensated at the rate specified for
each classification for the time actu-
ally worked therein: Provided, That the
employer’s payroll records accurately
set forth the time spent in each classi-
fication in which work is performed.
The wage determination (including any
additional classifications and wage
rates conformed under paragraph
(a)(1)(iii) of this section) and the Davis-
Bacon poster (WH–1321) must be posted
at all times by the contractor and its
subcontractors at the site of the work
in a prominent and accessible place
where it can be easily seen by the
workers.
(ii) Frequently recurring classifications.
(A) In addition to wage and fringe ben-
efit rates that have been determined to
be prevailing under the procedures set
forth in 29 CFR part 1, a wage deter-
mination may contain, pursuant to
§ 1.3(f), wage and fringe benefit rates for
classifications of laborers and mechan-
ics for which conformance requests are
regularly submitted pursuant to para-
graph (a)(1)(iii) of this section, pro-
vided that:
(1) The work performed by the classi-
fication is not performed by a classi-
fication in the wage determination for
which a prevailing wage rate has been
determined;
(2) The classification is used in the
area by the construction industry; and
(3) The wage rate for the classifica-
tion bears a reasonable relationship to
the prevailing wage rates contained in
the wage determination.
(B) The Administrator will establish
wage rates for such classifications in
accordance with paragraph
(a)(1)(iii)(A)(3) of this section. Work
performed in such a classification must
be paid at no less than the wage and
fringe benefit rate listed on the wage
determination for such classification.
(iii) Conformance. (A) The contracting
officer must require that any class of
laborers or mechanics, including help-
ers, which is not listed in the wage de-
termination and which is to be em-
ployed under the contract be classified
in conformance with the wage deter-
mination. Conformance of an addi-
tional classification and wage rate and
fringe benefits is appropriate 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 used 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) The conformance process may not
be used to split, subdivide, or otherwise
avoid application of classifications list-
ed in the wage determination.
(C) 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
will be sent by the contracting officer
by email to DBAconformance@dol.gov.
The Administrator, or an authorized
representative, 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.
(D) 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 will, by email to
DBAconformance@dol.gov, refer the
questions, including the views of all in-
terested parties and the recommenda-
tion of the contracting officer, to the
Administrator for determination. The
Administrator, or an authorized rep-
resentative, will issue a determination
within 30 days of receipt and so advise
the contracting officer or will notify
the contracting officer within the 30–
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00133 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
124
29 CFR Subtitle A (7–1–24 Edition) § 5.5
day period that additional time is nec-
essary.
(E) The contracting officer must
promptly notify the contractor of the
action taken by the Wage and Hour Di-
vision under paragraphs (a)(1)(iii)(C)
and (D) of this section. The contractor
must furnish a written copy of such de-
termination to each affected worker or
it must be posted as a part of the wage
determination. The wage rate (includ-
ing fringe benefits where appropriate)
determined pursuant to paragraph
(a)(1)(iii)(C) or (D) of this section must
be paid to all workers performing work
in the classification under this con-
tract from the first day on which work
is performed in the classification.
(iv) Fringe benefits not expressed as an
hourly rate. Whenever the minimum
wage rate prescribed in the contract
for a class of laborers or mechanics in-
cludes a fringe benefit which is not ex-
pressed as an hourly rate, the con-
tractor may either pay the benefit as
stated in the wage determination or
may pay another bona fide fringe ben-
efit or an hourly cash equivalent there-
of.
(v) Unfunded plans. 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 mechanic the amount of
any costs reasonably anticipated in
providing bona fide fringe benefits
under a plan or program, Provided,
That the Secretary of Labor has found,
upon the written request of the con-
tractor, in accordance with the criteria
set forth in § 5.28, that the applicable
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 meet-
ing of obligations under the plan or
program.
(vi) Interest. In the event of a failure
to pay all or part of the wages required
by the contract, the contractor will be
required to pay interest on any under-
payment of wages.
(2) Withholding—(i) Withholding re-
quirements. The [write in name of Fed-
eral agency or the recipient of Federal
assistance] may, upon its own action,
or must, upon written request of an au-
thorized representative of the Depart-
ment of Labor, withhold or cause to be
withheld from the contractor so much
of the accrued payments or advances as
may be considered necessary to satisfy
the liabilities of the prime contractor
or any subcontractor for the full
amount of wages and monetary relief,
including interest, required by the
clauses set forth in paragraph (a) of
this section for violations of this con-
tract, or to satisfy any such liabilities
required by any other Federal con-
tract, or federally assisted contract
subject to Davis-Bacon labor stand-
ards, that is held by the same prime
contractor (as defined in § 5.2). The nec-
essary funds may be withheld from the
contractor under this contract, any
other Federal contract with the same
prime contractor, or any other feder-
ally assisted contract that is subject to
Davis-Bacon labor standards require-
ments and is held by the same prime
contractor, regardless of whether the
other contract was awarded or assisted
by the same agency, and such funds
may be used to satisfy the contractor
liability for which the funds were with-
held. In the event of a contractor’s fail-
ure to pay any laborer or mechanic, in-
cluding any apprentice or helper work-
ing on the site of the work (or other-
wise working in construction or devel-
opment of the project under a develop-
ment statute) all or part of the wages
required by the contract, or upon the
contractor’s failure to submit the re-
quired records as discussed in para-
graph (a)(3)(iv) of this section, the
[Agency] may on its own initiative and
after written notice to the contractor,
sponsor, applicant, owner, or other en-
tity, as the case may be, take such ac-
tion as may be necessary to cause the
suspension of any further payment, ad-
vance, or guarantee of funds until such
violations have ceased.
(ii) Priority to withheld funds. The De-
partment has priority to funds with-
held or to be withheld in accordance
with paragraph (a)(2)(i) or (b)(3)(i) of
this section, or both, over claims to
those funds by:
(A) A contractor’s surety(ies), includ-
ing without limitation performance
bond sureties and payment bond sure-
ties;
(B) A contracting agency for its re-
procurement costs;
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00134 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
125
Office of the Secretary of Labor § 5.5
(C) A trustee(s) (either a court-ap-
pointed trustee or a U.S. trustee, or
both) in bankruptcy of a contractor, or
a contractor’s bankruptcy estate;
(D) A contractor’s assignee(s);
(E) A contractor’s successor(s); or
(F) A claim asserted under the
Prompt Payment Act, 31 U.S.C. 3901–
3907.
(3) Records and certified payrolls —(i)
Basic record requirements —(A) Length of
record retention. All regular payrolls
and other basic records must be main-
tained by the contractor and any sub-
contractor during the course of the
work and preserved for all laborers and
mechanics working at the site of the
work (or otherwise working in con-
struction or development of the project
under a development statute) for a pe-
riod of at least 3 years after all the
work on the prime contract is com-
pleted.
(B) Information required. Such records
must contain the name; Social Secu-
rity number; last known address, tele-
phone number, and email address of
each such worker; each worker’s cor-
rect classification(s) of work actually
performed; hourly rates of wages paid
(including rates of contributions or
costs anticipated for bona fide fringe
benefits or cash equivalents thereof of
the types described in 40 U.S.C.
3141(2)(B) of the Davis-Bacon Act);
daily and weekly number of hours ac-
tually worked in total and on each cov-
ered contract; deductions made; and
actual wages paid.
(C) Additional records relating to fringe
benefits. Whenever the Secretary of
Labor has found under paragraph
(a)(1)(v) of this section that the wages
of any laborer or mechanic include the
amount of any costs reasonably antici-
pated in providing benefits under a
plan or program described in 40 U.S.C.
3141(2)(B) of the Davis-Bacon Act, the
contractor must maintain records
which show that the commitment to
provide such benefits is enforceable,
that the plan or program is financially
responsible, and that the plan or pro-
gram has been communicated in writ-
ing to the laborers or mechanics af-
fected, and records which show the
costs anticipated or the actual cost in-
curred in providing such benefits.
(D) Additional records relating to ap-
prenticeship. Contractors with appren-
tices working under approved programs
must maintain written evidence of the
registration of apprenticeship pro-
grams, the registration of the appren-
tices, and the ratios and wage rates
prescribed in the applicable programs.
(ii) Certified payroll requirements —(A)
Frequency and method of submission. The
contractor or subcontractor must sub-
mit weekly, for each week in which
any DBA- or Related Acts-covered
work is performed, certified payrolls to
the [write in name of appropriate Fed-
eral agency] if the agency is a party to
the contract, but if the agency is not
such a party, the contractor will sub-
mit the certified payrolls to the appli-
cant, sponsor, owner, or other entity,
as the case may be, that maintains
such records, for transmission to the
[write in name of agency]. The prime
contractor is responsible for the sub-
mission of all certified payrolls by all
subcontractors. A contracting agency
or prime contractor may permit or re-
quire contractors to submit certified
payrolls through an electronic system,
as long as the electronic system re-
quires a legally valid electronic signa-
ture; the system allows the contractor,
the contracting agency, and the De-
partment of Labor to access the cer-
tified payrolls upon request for at least
3 years after the work on the prime
contract has been completed; and the
contracting agency or prime con-
tractor permits other methods of sub-
mission in situations where the con-
tractor is unable or limited in its abil-
ity to use or access the electronic sys-
tem.
(B) Information required. The certified
payrolls submitted must set out accu-
rately and completely all of the infor-
mation required to be maintained
under paragraph (a)(3)(i)(B) of this sec-
tion, except that full Social Security
numbers and last known addresses,
telephone numbers, and email address-
es must not be included on weekly
transmittals. Instead, the certified
payrolls need only include an individ-
ually identifying number for each
worker (e.g., the last four digits of the
worker’s Social Security number). The
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00135 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
126
29 CFR Subtitle A (7–1–24 Edition) § 5.5
required weekly certified payroll infor-
mation may be submitted using Op-
tional Form WH–347 or in any other
format desired. Optional Form WH–347
is available for this purpose from the
Wage and Hour Division website at
https://www.dol.gov/sites/dolgov/files/
WHD/legacy/files/wh347/.pdf or its suc-
cessor website. It is not a violation of
this section for a prime contractor to
require a subcontractor to provide full
Social Security numbers and last
known addresses, telephone numbers,
and email addresses to the prime con-
tractor for its own records, without
weekly submission by the subcon-
tractor to the sponsoring government
agency (or the applicant, sponsor,
owner, or other entity, as the case may
be, that maintains such records).
(C) Statement of Compliance. Each cer-
tified payroll submitted must be ac-
companied by a ‘‘Statement of Compli-
ance,’’ signed by the contractor or sub-
contractor, or the contractor’s or sub-
contractor’s agent who pays or super-
vises the payment of the persons work-
ing on the contract, and must certify
the following:
(1) That the certified payroll for the
payroll period contains the informa-
tion required to be provided under
paragraph (a)(3)(ii) of this section, the
appropriate information and basic
records are being maintained under
paragraph (a)(3)(i) of this section, and
such information and records are cor-
rect and complete;
(2) That each laborer or mechanic
(including each helper and apprentice)
working on the contract during the
payroll period has been paid the full
weekly wages earned, without rebate,
either directly or indirectly, and that
no deductions have been made either
directly or indirectly from the full
wages earned, other than permissible
deductions as set forth in 29 CFR part
3; and
(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(s) of
work actually performed, as specified
in the applicable wage determination
incorporated into the contract.
(D) Use of Optional Form WH–347. The
weekly submission of a properly exe-
cuted certification set forth on the re-
verse side of Optional Form WH–347
will satisfy the requirement for sub-
mission of the ‘‘Statement of Compli-
ance’’ required by paragraph
(a)(3)(ii)(C) of this section.
(E) Signature. The signature by the
contractor, subcontractor, or the con-
tractor’s or subcontractor’s agent must
be an original handwritten signature or
a legally valid electronic signature.
(F) Falsification. The falsification of
any of the above certifications may
subject the contractor or subcon-
tractor to civil or criminal prosecution
under 18 U.S.C. 1001 and 31 U.S.C. 3729.
(G) Length of certified payroll reten-
tion. The contractor or subcontractor
must preserve all certified payrolls
during the course of the work and for a
period of 3 years after all the work on
the prime contract is completed.
(iii) Contracts, subcontracts, and re-
lated documents. The contractor or sub-
contractor must maintain this con-
tract or subcontract and related docu-
ments including, without limitation,
bids, proposals, amendments, modifica-
tions, and extensions. The contractor
or subcontractor must preserve these
contracts, subcontracts, and related
documents during the course of the
work and for a period of 3 years after
all the work on the prime contract is
completed.
(iv) Required disclosures and access —
(A) Required record disclosures and access
to workers. The contractor or subcon-
tractor must make the records re-
quired under paragraphs (a)(3)(i)
through (iii) of this section, and any
other documents that the [write the
name of the agency] or the Department
of Labor deems necessary to determine
compliance with the labor standards
provisions of any of the applicable stat-
utes referenced by § 5.1, available for
inspection, copying, or transcription
by authorized representatives of the
[write the name of the agency] or the
Department of Labor, and must permit
such representatives to interview
workers during working hours on the
job.
(B) Sanctions for non-compliance with
records and worker access requirements. If
the contractor or subcontractor fails to
submit the required records or to make
them available, or refuses to permit
worker interviews during working
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00136 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
127
Office of the Secretary of Labor § 5.5
hours on the job, the Federal agency
may, after written notice to the con-
tractor, sponsor, applicant, owner, or
other entity, as the case may be, that
maintains such records or that em-
ploys such workers, take such action
as may be necessary to cause the sus-
pension of any further payment, ad-
vance, or guarantee of funds. Further-
more, failure to submit the required
records upon request or to make such
records available, or to permit worker
interviews during working hours on the
job, may be grounds for debarment ac-
tion pursuant to § 5.12. In addition, any
contractor or other person that fails to
submit the required records or make
those records available to WHD within
the time WHD requests that the
records be produced will be precluded
from introducing as evidence in an ad-
ministrative proceeding under 29 CFR
part 6 any of the required records that
were not provided or made available to
WHD. WHD will take into consider-
ation a reasonable request from the
contractor or person for an extension
of the time for submission of records.
WHD will determine the reasonableness
of the request and may consider,
among other things, the location of the
records and the volume of production.
(C) Required information disclosures.
Contractors and subcontractors must
maintain the full Social Security num-
ber and last known address, telephone
number, and email address of each cov-
ered worker, and must provide them
upon request to the [write in name of
appropriate Federal agency] if the
agency is a party to the contract, or to
the Wage and Hour Division of the De-
partment of Labor. If the Federal agen-
cy is not such a party to the contract,
the contractor, subcontractor, or both,
must, upon request, provide the full
Social Security number and last known
address, telephone number, and email
address of each covered worker to the
applicant, sponsor, owner, or other en-
tity, as the case may be, that main-
tains such records, for transmission to
the [write in name of agency], the con-
tractor, or the Wage and Hour Division
of the Department of Labor for pur-
poses of an investigation or other com-
pliance action.
(4) Apprentices and equal employment
opportunity—(i) Apprentices—(A) Rate of
pay. Apprentices will be permitted to
work at less than the predetermined
rate for the work they perform when
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 (OA), or with a
State Apprenticeship Agency recog-
nized by the OA. A person who is not
individually registered in the program,
but who has been certified by the OA or
a State Apprenticeship Agency (where
appropriate) to be eligible for proba-
tionary employment as an apprentice,
will be permitted to work at less than
the predetermined rate for the work
they perform in the first 90 days of pro-
bationary employment as an appren-
tice in such a program. In the event
the OA or a State Apprenticeship
Agency recognized by the OA with-
draws approval of an apprenticeship
program, the contractor will no longer
be permitted to use apprentices at less
than the applicable predetermined rate
for the work performed until an accept-
able program is approved.
(B) Fringe benefits. Apprentices must
be paid fringe benefits in accordance
with the provisions of the apprentice-
ship 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, fringe benefits must be paid
in accordance with that determination.
(C) Apprenticeship ratio. The allowable
ratio of apprentices to journeyworkers
on the job site in any craft classifica-
tion must not be greater than the ratio
permitted to the contractor as to the
entire work force under the registered
program or the ratio applicable to the
locality of the project pursuant to
paragraph (a)(4)(i)(D) of this section.
Any worker listed on a payroll at an
apprentice wage rate, who is not reg-
istered or otherwise employed as stated
in paragraph (a)(4)(i)(A) of this section,
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00137 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
128
29 CFR Subtitle A (7–1–24 Edition) § 5.5
must be paid not less than the applica-
ble wage rate on the wage determina-
tion for the classification of work actu-
ally performed. In addition, any ap-
prentice performing work on the job
site in excess of the ratio permitted
under this section must be paid not
less than the applicable wage rate on
the wage determination for the work
actually performed.
(D) Reciprocity of ratios and wage
rates. Where a contractor is performing
construction on a project in a locality
other than the locality in which its
program is registered, the ratios and
wage rates (expressed in percentages of
the journeyworker’s hourly rate) appli-
cable within the locality in which the
construction is being performed must
be observed. If there is no applicable
ratio or wage rate for the locality of
the project, the ratio and wage rate
specified in the contractor’s registered
program must be observed.
(ii) Equal employment opportunity. The
use of apprentices and journeyworkers
under this part must be in conformity
with the equal employment oppor-
tunity 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 must insert in any sub-
contracts the clauses contained in
paragraphs (a)(1) through (11) of this
section, along with the applicable wage
determination(s) and such other
clauses or contract modifications as
the [write in the name of the Federal
agency] may by appropriate instruc-
tions require, and a clause requiring
the subcontractors to include these
clauses and wage determination(s) in
any lower tier subcontracts. The prime
contractor is responsible for the com-
pliance by any subcontractor or lower
tier subcontractor with all the con-
tract clauses in this section. In the
event of any violations of these
clauses, the prime contractor and any
subcontractor(s) responsible will be lia-
ble for any unpaid wages and monetary
relief, including interest from the date
of the underpayment or loss, due to
any workers of lower-tier subcontrac-
tors, and may be subject to debarment,
as appropriate.
(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 any
person or firm who has an interest in
the contractor’s firm is a person or
firm ineligible to be awarded Govern-
ment contracts by virtue of 40 U.S.C.
3144(b) or § 5.12(a).
(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 40 U.S.C. 3144(b)
or § 5.12(a).
(iii) The penalty for making false
statements is prescribed in the U.S.
Code, Title 18 Crimes and Criminal
Procedure, 18 U.S.C. 1001.
(11) Anti-retaliation. It is unlawful for
any person to discharge, demote, in-
timidate, threaten, restrain, coerce,
blacklist, harass, or in any other man-
ner discriminate against, or to cause
any person to discharge, demote, in-
timidate, threaten, restrain, coerce,
blacklist, harass, or in any other man-
ner discriminate against, any worker
or job applicant for:
(i) Notifying any contractor of any
conduct which the worker reasonably
believes constitutes a violation of the
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00138 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
129
Office of the Secretary of Labor § 5.5
DBA, Related Acts, this part, or 29 CFR
part 1 or 3;
(ii) Filing any complaint, initiating
or causing to be initiated any pro-
ceeding, or otherwise asserting or seek-
ing to assert on behalf of themselves or
others any right or protection under
the DBA, Related Acts, this part, or 29
CFR part 1 or 3;
(iii) Cooperating in any investigation
or other compliance action, or testi-
fying in any proceeding under the DBA,
Related Acts, this part, or 29 CFR part
1 or 3; or
(iv) Informing any other person
about their rights under the DBA, Re-
lated Acts, this part, or 29 CFR part 1
or 3.
(b) Contract Work Hours and Safety
Standards Act (CWHSSA). The Agency
Head must cause or require the con-
tracting officer to insert the following
clauses set forth in paragraphs (b)(1)
through (5) of this section in full, or
(for contracts covered by the Federal
Acquisition Regulation) by reference,
in any contract in an amount in excess
of $100,000 and subject to the overtime
provisions of the Contract Work Hours
and Safety Standards Act. These
clauses must be inserted in addition to
the clauses required by paragraph (a) of
this section or 29 CFR 4.6. As used in
this paragraph (b), the terms ‘‘laborers
and mechanics’’ include watchpersons
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
paragraph (b)(1) of this section the con-
tractor and any subcontractor respon-
sible therefor shall be liable for the un-
paid wages and interest from the date
of the underpayment. In addition, such
contractor and subcontractor shall be
liable to the United States (in the case
of work done under contract for the
District 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 watchpersons and
guards, employed in violation of the
clause set forth in paragraph (b)(1) of
this section, in the sum of $32 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).
(3) Withholding for unpaid wages and
liquidated damages —(i) Withholding
process. The [write in the name of the
Federal agency or the recipient of Fed-
eral assistance] may, upon its own ac-
tion, or must, upon written request of
an authorized representative of the De-
partment of Labor, withhold or cause
to be withheld from the contractor so
much of the accrued payments or ad-
vances as may be considered necessary
to satisfy the liabilities of the prime
contractor or any subcontractor for
any unpaid wages; monetary relief, in-
cluding interest; and liquidated dam-
ages required by the clauses set forth
in this paragraph (b) on this contract,
any other Federal contract with the
same prime contractor, or any other
federally assisted contract subject to
the Contract Work Hours and Safety
Standards Act that is held by the same
prime contractor (as defined in § 5.2).
The necessary funds may be withheld
from the contractor under this con-
tract, any other Federal contract with
the same prime contractor, or any
other federally assisted contract that
is subject to the Contract Work Hours
and Safety Standards Act and is held
by the same prime contractor, regard-
less of whether the other contract was
awarded or assisted by the same agen-
cy, and such funds may be used to sat-
isfy the contractor liability for which
the funds were withheld.
(ii) Priority to withheld funds. The De-
partment has priority to funds with-
held or to be withheld in accordance
with paragraph (a)(2)(i) or (b)(3)(i) of
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00139 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
130
29 CFR Subtitle A (7–1–24 Edition) § 5.5
this section, or both, over claims to
those funds by:
(A) A contractor’s surety(ies), includ-
ing without limitation performance
bond sureties and payment bond sure-
ties;
(B) A contracting agency for its re-
procurement costs;
(C) A trustee(s) (either a court-ap-
pointed trustee or a U.S. trustee, or
both) in bankruptcy of a contractor, or
a contractor’s bankruptcy estate;
(D) A contractor’s assignee(s);
(E) A contractor’s successor(s); or
(F) A claim asserted under the
Prompt Payment Act, 31 U.S.C. 3901–
3907.
(4) Subcontracts. The contractor or
subcontractor must insert in any sub-
contracts the clauses set forth in para-
graphs (b)(1) through (5) of this section
and a clause requiring the subcontrac-
tors to include these clauses in any
lower tier subcontracts. The prime con-
tractor is responsible for compliance
by any subcontractor or lower tier sub-
contractor with the clauses set forth in
paragraphs (b)(1) through (5). In the
event of any violations of these
clauses, the prime contractor and any
subcontractor(s) responsible will be lia-
ble for any unpaid wages and monetary
relief, including interest from the date
of the underpayment or loss, due to
any workers of lower-tier subcontrac-
tors, and associated liquidated dam-
ages and may be subject to debarment,
as appropriate.
(5) Anti-retaliation. It is unlawful for
any person to discharge, demote, in-
timidate, threaten, restrain, coerce,
blacklist, harass, or in any other man-
ner discriminate against, or to cause
any person to discharge, demote, in-
timidate, threaten, restrain, coerce,
blacklist, harass, or in any other man-
ner discriminate against, any worker
or job applicant for:
(i) Notifying any contractor of any
conduct which the worker reasonably
believes constitutes a violation of the
Contract Work Hours and Safety
Standards Act (CWHSSA) or its imple-
menting regulations in this part;
(ii) Filing any complaint, initiating
or causing to be initiated any pro-
ceeding, or otherwise asserting or seek-
ing to assert on behalf of themselves or
others any right or protection under
CWHSSA or this part;
(iii) Cooperating in any investigation
or other compliance action, or testi-
fying in any proceeding under CWHSSA
or this part; or
(iv) Informing any other person
about their rights under CWHSSA or
this part.
(c) CWHSSA required records clause. In
addition to the clauses contained in
paragraph (b) of this section, in any
contract subject only to the Contract
Work Hours and Safety Standards Act
and not to any of the other laws ref-
erenced by § 5.1, the Agency Head must
cause or require the contracting officer
to insert a clause requiring that the
contractor or subcontractor must
maintain regular payrolls and other
basic records during the course of the
work and must preserve them for a pe-
riod of 3 years after all the work on the
prime contract is completed for all la-
borers and mechanics, including guards
and watchpersons, working on the con-
tract. Such records must contain the
name; last known address, telephone
number, and email address; and social
security number of each such worker;
each worker’s correct classification(s)
of work actually performed; hourly
rates of wages paid; daily and weekly
number of hours actually worked; de-
ductions made; and actual wages paid.
Further, the Agency Head must cause
or require the contracting officer to in-
sert in any such contract a clause pro-
viding that the records to be main-
tained under this paragraph must be
made available by the contractor or
subcontractor for inspection, copying,
or transcription by authorized rep-
resentatives of the (write the name of
agency) and the Department of Labor,
and the contractor or subcontractor
will permit such representatives to
interview workers during working
hours on the job.
(d) Incorporation of contract clauses
and wage determinations by reference. Al-
though agencies are required to insert
the contract clauses set forth in this
section, along with appropriate wage
determinations, in full into covered
contracts, and contractors and sub-
contractors are required to insert them
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00140 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
131
Office of the Secretary of Labor § 5.6
in any lower-tier subcontracts, the in-
corporation by reference of the re-
quired contract clauses and appro-
priate wage determinations will be
given the same force and effect as if
they were inserted in full text.
(e) Incorporation by operation of law.
The contract clauses set forth in this
section (or their equivalent under the
Federal Acquisition Regulation), along
with the correct wage determinations,
will be considered to be a part of every
prime contract required by the applica-
ble statutes referenced by § 5.1 to in-
clude such clauses, and will be effective
by operation of law, whether or not
they are included or incorporated by
reference into such contract, unless the
Administrator grants a variance, toler-
ance, or exemption from the applica-
tion of this paragraph. Where the
clauses and applicable wage determina-
tions are effective by operation of law
under this paragraph, the prime con-
tractor must be compensated for any
resulting increase in wages in accord-
ance with applicable law.
(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
Control No.
(a)(1)(ii)(B) ..................................................... 1235–0023
(a)(1)(ii)(C) ..................................................... 1235–0023
(a)(1)(iv) ......................................................... 1235–0023
(a)(3)(i) ........................................................... 1235–0023
(a)(3)(ii)(A) ..................................................... 1235–0023
1235–0008
(c) ................................................................... 1235–0023
[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;
81 FR 43450, July 1, 2016; 82 FR 2225, 2226, Jan.
9, 2017; 83 FR 12, Jan 2, 2018; 84 FR 218, Jan.
23, 2019; 87 FR 2334, Jan. 14, 2022; 88 FR 2215,
Jan. 13, 2023; 88 FR 57734, Aug. 23, 2023; 89 FR
1815, Jan. 11, 2024]
§ 5.6 Enforcement.
(a) Agency responsibilities. (1)(i) The
Federal agency has the initial responsi-
bility to ascertain whether the clauses
required by § 5.5 and the appropriate
wage determination(s) have been incor-
porated into the contracts subject to
the labor standards provisions of the
laws referenced by § 5.1. Additionally, a
Federal agency that provides Federal
financial assistance that is subject to
the labor standards provisions of the
Act must promulgate the necessary
regulations or procedures to require
the recipient or sub-recipient of the
Federal assistance to insert in its con-
tracts the provisions of § 5.5. No pay-
ment, advance, grant, loan, or guar-
antee of funds will be approved by the
Federal agency unless it ensures that
the clauses required by § 5.5 and the ap-
propriate wage determination(s) are in-
corporated into such contracts. Fur-
thermore, no payment, advance, grant,
loan, or guarantee of funds will be ap-
proved by the Federal agency after the
beginning of construction unless there
is on file with the Federal agency a
certification by the contractor that the
contractor and its subcontractors have
complied with the provisions of § 5.5 or
unless there is on file with the Federal
agency a certification by the con-
tractor that there is a substantial dis-
pute with respect to the required provi-
sions.
(ii) If a contract subject to the labor
standards provisions of the applicable
statutes referenced by § 5.1 is entered
into without the incorporation of the
clauses required by § 5.5, the agency
must, upon the request of the Adminis-
trator or upon its own initiative, either
terminate and resolicit the contract
with the required contract clauses, or
incorporate the required clauses into
the contract (or ensure they are so in-
corporated) through supplemental
agreement, change order, or any and
all authority that may be needed.
Where an agency has not entered di-
rectly into such a contract but instead
has provided Federal financial assist-
ance, the agency must ensure that the
recipient or sub-recipient of the Fed-
eral assistance similarly incorporates
the clauses required into its contracts.
The method of incorporation of the
correct wage determination, and ad-
justment in contract price, where ap-
propriate, should be in accordance with
applicable law. Additionally, the fol-
lowing requirements apply:
(A) Unless the Administrator directs
otherwise, the incorporation of the
clauses required by § 5.5 must be retro-
active to the date of contract award or
VerDate Sep<11>2014 10:21 Dec 16, 2024 Jkt 262117 PO 00000 Frm 00141 Fmt 8010 Sfmt 8010 Y:\SGML\262117.XXX 262117skersey on DSK4WB1RN3PROD with CFR
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT B
FORM OF LIEN WAIVER
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
_____________________________________________________________________________________________
2000 14TH STREET, NW, 5TH FLOOR, WASHINGTON, D.C. 20009
FAX: (202) 671-0648
RELEASE OF LIEN
Project Name:
Contract No.:
Task Order No.:
Work Performed:
Contract Date:
Contract Amount:
Date:
Release of Liens:
The undersigned (insert Consultant/Contractor), has been paid partial payments totaling the sum of
(insert net amounts), which is _____% of the current contract value, in accordance with the contract terms
for the above referenced project , and hereby indemnifies, waives, releases and holds the District of
Columbia harmless for the above referenced project, including a ll claims, right to liens, and stop work
notices upon said premises or the im provements thereon under the statu tes of the jurisdiction in which
the project is located.
In consideration of this payment due in the net amount of insert net amount due, in accordance with
contract terms for the above referenced project. Hereby indemnifies, waives, and releases the District of
Columbia for the above referenced project. All claims, right to liens, stop work notices upon said premises
or the improvements thereon under the statues of the jurisdiction in which the project is located .
The undersigned further represents and warrants, as of this date, that he/she is duly authorized to sign
and execute this Release of Liens on behalf of (insert Consultant/ Contractor); that (insert Consultant/
Contractor) has properly performed all work in accor dance with the C ontract Documents and that all
consultants, subcontractors or material men have been paid for all labor, including fringe benefits,
workers compensation, materials, equipment, services, taxes, insurance premiums, and bonds (if
required), and that any materials supplied to or incorporated in this project were taken from fully paid or
open stock with any exceptions noted below.
This letter must be signed and notarized below by authorized individuals.
Insert Consultants /Contractors name: _______________
By:___________________
Print Name: ___________________
Title: ________________ Date: _______________
DISTRICT OF COLUMBIA ) ss
I, a Notary Public in and for the District of Columbia, hereby certify that, on this ___ day of
, 20 , personally appeared before me , known to me (or satisfactoril y
proven) to be the person who executed the foregoing Final Release of Liens and Claims, as
of (insert Consultant/Contactor name) who acknowledged having done so for the purposes therein
contained.
IN WITNESS WHEREOF, I have set my hand and official seal.
______________________________
Notary Public, D.C.
My commission expires: _______________________________
[NOTARIAL SEAL]
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
_____________________________________________________________________________________________
2000 14TH STREET, NW, 5TH FLOOR, WASHINGTON, D.C. 20009
FAX: (202) 671-0648
FINAL RELEASE OF LIENS AND CLAIMS
Project Name:
Contract No.:
Task Order No.:
Work Performed:
Contract Date:
Contract Amount:
Date:
Final Release of Liens and Claims:
The undersigned (insert Consultant/Contactor name), in consideration of payments received and upon
receipt of the amount of a final payment of $ __________________ hereby indemnifies, waives, releases,
and holds the District of Columbia harmless for the above referenced project, including all claims, right to
liens, terminations, and stop notices upon said premises or the improvements thereon under the statutes
of the jurisdiction in which the project is located.
The undersigned further represents and warrants, as of this date, that he/she is duly authorized to sign
and execute this Release of Final Liens and Claims on behalf of (insert Consultant /Contractor; that
(insert Consultant /Contractor) has properly performed all work and furnished all materials of the specified
quality in accordance with all contract documents in an acceptable workmanlike manner to the
Department of General Services/Construction Division, District of Columbia and that (insert Consultant
/Contractor) has paid for all labor, including fringe benefits and workers compens ation, all materials,
equipment, services, taxes, insurance premiums, and bonds (if required) and that any materials supplied
to or incorporated in this project have been paid.
(Insert Consultant/Contactor) is executing this Final Release of Liens and Claims for the express purpose
of inducing the District to make final disbursement and payment to (insert Consultant/Contactor name) of
$__________________.
This letter must be signed and notarized below by authorized individuals .
Insert Consultants /Contractors name: _______________
By:___________________
Print Name: ___________________
Title: ________________ Date: _______________
DISTRICT OF COLUMBIA ) ss
I, a Notary Public in and for the District of Columbia, hereby certify that, on this ___ day of
, 20 , personally appeared before me , known to me (or satisfactoril y
proven) to be the person who executed the foregoing Final Release of Liens and Claims, as
of (insert Consultant/Contactor name) who acknowledged having done so for the purposes therein
contained.
IN WITNESS WHEREOF, I have set my hand and official seal.
______________________________
Notary Public, D.C.
My commission expires: _______________________________
[NOTARIAL SEAL]
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
EXHIBIT H
SELF-CERTIFICATION FORM
(EXHIBIT WILL APPEAR IN THE FOLLOWING PAGES)
*
+
+
janes kkk As
ara ‘ae DCsuSTAIN =
CONTRACTOR SELF-CERTIFICATION
Business Name* : Spectrum Management, LLC Tax ID®: 52-2264539
Business MailingAddress * : 1229 Pennsylvania Ave SE
SelectState/Region:Washington,DC PostalCode:_20003
Listthenameandtitleoftheindividualcompletingtheformonbehalfofthebusiness.
BusinessTitle*:ChiefOperatingOfficer
Name*:ReginaldDerricksonII
Email®:rderrickson@smusa.us
D.C. Law 22-250. Campaign Finance Reform Amendment Act of 2018. |D.C. Law Library(decouncil.gov)
SinceNovember9,2022,hasthebusinessentityoranyofitsPrincipalsmadeapoliticalcontributiontoanyof
thefollowing:(i)theMayor,(ii)anycandidateforMayor,(iii)anypoliticalcommitteeaffiliatedwiththeMayor
oracandidateforMayor,or(iv)anyconstituent-serviceprogramaffiliatedwiththeMayor?NO
Ifyes,pleaseprovidethefollowinginformation(foreachcontribution):
Dateofcontribution:
Amountofcontribution:
Recipientofcontribution:
DidthebusinessentityholdanyDistrictcontractsatthetimethecontributionwasmadeorwithinone(1)year
priortothedatethecontributionwasmade?Ifyes,pleaseprovideawarddateanddurationofthecontract(s).
SinceNovember9,2022,hasthebusinessentityoranyofitsPrincipalsmadeapoliticalcontributiontoanyof
thefollowing:(i)theAttorneyGeneral,(ii)anycandidateforAttorneyGeneral,or(iii)anypoliticalcommittee
affiliatedwiththeAttorneyGeneraloracandidateforAttorneyGeneral?NO
Ifyes,providethefollowinginformation(foreachcontributi
)
Dateofcontribution:
Amountofcontributi
Recipientofcontributio
DidthebusinessentityholdanyDistrictcontractsatthetimethecontributionwasmadeorwithinone(1)year
priortothedatethecontributionwasmade?Ifyes,pleaseprovideawarddateanddurationofthecontract(s)
rayne * okok meeMANTA ‘aa DC
SUSTAIN =
-¢November9,2022,hasthebusinessentityoranyofitsPrincipalsmadeapoliticalcontributiontoanyof
:(i)anyCouncilmember,(ii)anycandidateforCouncilmember,(iii)anypoliticalcommittee
affiliatedwitha Councilmemberora candidateforCouncilmember,or(iv)anyconstituent-service
programaffiliatedwithaCouncilmember?NO
Ifyes,providethefollowinginformation(foreachcontribution):
Dateofcontribution:
Amountofcontribu
Recipientofcontribution:
DidthebusinessentityholdanyDistrictcontractsatthetimethecontributionwasmadeorwithinone(1)
yearpriortothedatethecontributionwasmade?Ifyes,pleaseprovideawarddateanddurationofthe
contract(s).NO
PriortothedateofthisCertificati
OfficialCode§ 1-1163.34a?NO
hasthebusinessentitybeendeterminedtobeinviolationofD.C.
Ifyes,pleaseexplainincludinganyresolution.
Isthebu
sssentitycurrentlyin violationofD.C.OfficialCode§ 1-1163.34a?NO
Ifyes,pleaseexplainincludinganyresolution.
DoesthebusinessentitycertifythatitwillnotbeinviolationofD.C.OfficialCode§ 1-1163.34a?YES
“Principal”— anyseniorofficerofa businessentity,includinganownerorco-owner,president,chiefexecutive
officer,chiefoperatingofficer,chieffinancialofficer,treasurer,member,partner,orsimilarpositionwhicheither
setsorisauthorizedtosetorotherwiseinfluencestheoverallstrategyofthebusinessentity.A deanofan
educationalinstitutionisnota“principal”withinthemeaningofthisdefinition.A personwhoseonlypositionat
thebusinessentityisasaboardmemberisnota“principal”withinthemeaningofthisdefinition.
Providethenamesandtitlesofallthecompany principals(useadditionalsheetsifrequired).
1,ReginaldDerricksonII,ChiefOperatingOfficer
2,George"Ty"Simpson,President
Whoelsewillmodifythiscertificationforthebusiness?
Modifier1: N/A
vooa/09.
*
*
*
Modifier2:N/A
Checktocertifythattheinformationisaccurateandcomplete.*
g
Checktoacknowledgethatthebusinessmustalwayskeeptheserecordsupdated®
Cheektocertifythatthebusinessentitycurrentlyisnotandwillnotbeinviolationofthe
CampaignFinanceReformAmendmentActof2018 * a
OnbehalfoftheContractor:
ResinsDanekDL,LegsO VY 2S
Name& Signature Date
‘Sworntothisbeforemethis/“dayoffugusd 20.a5
a 1o/3{ ]3038MyCommissionExpires
Notarypublic
a tan owncneeBrea aaN x» U
V004/09.12,2024