Proposed Contract with GCS, Inc., dba GCS-SIGAL to Contract No. DCAM-23-CS-RFP-0036

MURIEL BOWSER
MAYOR
December 11, 2025
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1 -
204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code §
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
proposed definitive Contract No. DCAM -23-CS-RFP-0036 with GCS, Inc., dba GCS -SIGAL, in
the not -to-exceed amount of $12,988,492.00 (including an existing letter contract amount of
$776,753.00). The not-to-exceed amount is an early start agreement of funds for the initial phase
of the Construction Management At -Risk (“CMAR”) Services for the Modernization of the
Crummell Community Center.
Under the proposed contract, GCS, Inc., dba GCS-SIGAL, will provide Construction Management
At-Risk (“CMAR”) Services for the Modernization of the Crummell Community Center, located
at 1900 Gallaudet Street, NE, Washington, DC 20002. The substantial comple tion date for the
project is November 16, 2027. Subsequent to the execution of the early start agreement, the
Department of General Services (“DGS”) and GCS, Inc., dba GCS -SIGAL shall finalize the full
scope and guaranteed maximum price (“GMP”) for the pro ject under the proposed contract with
DGS.
My administration is available to discuss any questions you may have regarding the proposed
contract. If you have any questions regarding this contract, please contact Delano Hunter, Director,
Department of General Services (“DGS”), or have your staff contact Xavier Beltran, Interim Chief
Procurement Officer, DGS, at (202) 340-6358.
I look forward to the Council’s favorable consideration of this contract.
Sincerely,
Muriel Bowser
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

1

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

COUNCIL CONTRACT SUMMARY
Letter Contract

Proposed Agreement for Construction Management At-Risk Services for the Modernization of
the Crummell Community Center

(A) Contract Number: DCAM-23-CS-RFP-0036

Proposed Contractor: GCS, Inc., dba GCS-SIGAL

Contractor’s Principals: Gabe Oliver
Vice President

Letter Contract: Not-to-Exceed (“NTE”) $776,753.00

Total Proposed Contract Amount: NTE $12,988,492.00

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

Term of Contract: September 16, 2024 (date of execution of the Letter
Contract by the Department) through May 2, 2028
(Administrative Term Date); with a Substantial
Completion Date of November 16, 2027, and Final
Completion Date of February 8, 2028.

Type of Contract: Construction Management At-Risk with Guaranteed
Maximum Price (“GMP”)

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

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

Not applicable.

2

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

A letter contract with GCS, Inc ., dba GCS -SIGAL (the “Contractor”) was executed by the
Department of General Services (the “Department”) on September 16, 2024 (the “Letter
Contract”).

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

The Letter Contract has been modified four (4) times (Modification No. 1 - Modification No. 4),
extending the duration of the Letter Contract to January 15, 2025.

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

The total value of the services provided to date under the Letter Contract is $776,753.00, which
represents the NTE Amount established by the Letter Contract.

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

If approved, the Contract will authorize GCS, Inc. dba GCS SIGAL (the “Contractor”) to provide
Construction Management At -Risk (“CMAR”) Services for the Modernization of the Crummell
Community Center, located at 1900 Gallaudet Street, NE, Washington, DC 20002 (the “Project”).
The Project includes preconstruction and construction services, as well as close-out phase services.

The existing building, formerly known as the Alexander Crummell School, is approximately
20,000 square feet, was built in 1911, and has been vacant since the 1970s. The red brick building,
which is in poor condition, is two stories high with a basement level and attic space. The building
sits on an approximately 108,000 square-foot lot with open space behind and on the sides of the
structure. In 2003, the Crummell School was listed on the National Register of Historic Places.

The Contractor will be required to provide a full range of services required to renovate the existing
building and construct a new recreational facility to meet the Department’s programmatic
requirements. The substantial completion of the Project shall occur on or before November 16,
2027.

The Project has an approved budget of $28,300,000.00. The proposed Early Start Agreement
(“ESA”) No. 1 with the NTE amount of $12,988,492.00 (inclusive of the Letter Contract NTE
amount of $776,753.00) is an early release of funds to complete the preliminary scope of work,
including phase 1 building assessment, selective demolition, masonry restoration, prior to
finalizing a GMP package for the Project, to ensure the project is on schedule. As the proposed
amount of the Contract exceeds $1 million, Council approval is required for this contract action.

3

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

On October 19, 2023, t he Department posted RFP No. DCAM -23-CS-RFP-0036, Construction
Manager At-Risk Services for the Modernization of the Crummell Community Center , to engage
a contractor to serve as the Construction Manager at Risk (“CMAR”) for the Project on the
Department’s website.

There were four (4) Addenda issued to this RFP.

Addendum No. 1 was issued on September 8, 2023:
- Site Visit Participants List was Provided.
- DGS’s response to the RFI was provided.
- “Page 41 of the RFP, Section 5.4.5 SBE Subcontracting Plan” was corrected
- Proposals Due Date was extended from November 17, 2023, by 2:00 P.M. to November
29, 2023, by 2:00 P.M.

Addendum No. 2 was issued on September 14, 2023:
- Proposals Due Date was extended from November 29, 2023, by 2:00 P.M. to December 5,
2023, by 2:00 P.M

Addendum No. 3 was issued on September 15, 2023:
- Proposals Due Date was extended from December 5, 2023, by 2:00 P.M. to December 19,
2023, by 2:00 P.M.

Addendum No. 4 was issued on September 28, 2023:
- Attachment L: “Form of Contract or Agreement” to the RFP was provided.
- Attachment M: “Notice to Proceed and Letter Contract” to the RFP was provided.

Proposal Submissions:

On the proposals’ due date, December 19, 2023, six (6) firms (collectively, the “ Offerors” and
each individually, an “Offeror”) submitted proposals in a timely manner.

Technical Evaluations Process:

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

Consensus Meeting:

After the Panel members had completed their individual evaluations of the proposals, the Panel
met on April 17, 2024, to develop the consensus technical score for each Offeror.

4

Contracting Officer’s Independent Evaluation:

The Department’s Contracting Officer (“CO”) carefully reviewed each of the proposals and
independently rated each Offeror. The CO further carefully reviewed the evaluation process
followed by the Panel, their notes and scoresheets, and their final consensus technical evaluation
and concluded that the Panel’s technical evaluations of the proposed Offerors were proper and
reasonable.

Certified Business Enterprise Preference Points:

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

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

Determination of a Fair and Reasonable Price:

When the total points for all of the three components (technical, price and CBE preference) were
combined, the Contractor was the highest ranked Offeror. The Contracting Officer examined the
fee/price proposal submitted by the Contractor and determined that the overall proposed fees/price
submitted by the Contractor is within the I ndependent Government Estimate and is fair and
reasonable and accordingly a mutually satisfactory Contract was successfully concluded with the
Contractor.
Contract Award:
On July 10, 2024, the Department awarded the Contract to the Contractor as such award was
determined to be most advantageous to the District , and on September 16, 2024, t he Department
executed Letter Contract No. DCAM-23-CS-RFP-0036.

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

The award of the Contract was not protested.

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

Ongoing Projects:

1. DCAM-20-CS-RFP-0020--Stead Park Recreation Center
2. DCAM-21-CS-RFP-0010--Dorothy Height Elementary School
3. DCAM-24-CS-RFP-035--Burrville Elementary School
4. DCAM-23-CS-RFP-0004--Congress Heights Recreation Center
5. DCAM-20-CSRFQ-0002B--DOC Temp Boiler

5

6. DCAM-20-CSRFQ-0020--DOC- New Boiler Plant
7. DCAM-23-CS-RFP-0005--Malcolm X at Green Elementary School – Modernization
8. DCAM-24-CS-RFP-0014--Langdon Recreation Center
9. DCAM-24-CS-RFP-0004--South-East Tennis and Learning Center
10. DCAM-23-CS-RFP-0027--Barnard Elementary School – Addition
11. DCAM-25-CS-RFP-0002--Seaton Elementary School

Bids submitted:

1. DCAM-25-CS-RFP-0012--Harry Thomas Recreation Center
2. DCAM-25-CS-RFP-0014--Redevelopment St. Elizabeths East Campus - Design-Build
Services Relocation of Historic Building 88
3. DCAM-25-CS-RFP-0017--Construction management at-risk services for Metropolitan
Police Department 7th District new headquarters and parking facility

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

GCS-SIGAL is a CBE in the District of Columbia and is a Longtime and Resident -Owned
Business with decades of experience throughout the region. The GCS-SIGAL team has extensive
experience managing parks and recreation construction in urban settings and has completed
numerous projects that have included fields, pools, multi-purpose/office space, playgrounds, sports
courts, gymnasiums, locker rooms, and computer rooms.

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

The Contractor is a certified small business enterprise in accordance with the Act (CBE Number:
LZXR46406122027). Notwithstanding the foregoing, the Contractor has certified that it will
subcontract a portion of the Contract amount to SBE/CBE’s that are certified by DSLBD, as
follows (preliminary plan, the final plan will be submitted at the time of GMP), as required by law:

• Contract’s NTE Dollar Value: $12,988,492.00
• Subcontracting Requirement %: 35%
• Self-performing value: $950,947.28
• Subcontracting Plan Required Dollar Value: $4,213,140.65
• Subcontracting Plan Actual Dollar Value: $1,744,891.00

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

The Contractor will be required to provide a full range of services required to renovate the existing
building and construct a new recreational facility to meet the Department’s programmatic
requirements. The substantial completion of the Project shall occur on or before November 16,
2027 (Substantial Completion Date). The Contractor’s performance will be monitored by DGS

6

staff and the DGS-designated Program Manager. Additionally, the Contractor must adhere to the
terms and conditions of the Standard Contract Provisions for Construction Contracts. The
Contractor is subject to liquidated damages of $ 1,000.00 per day of delay for failure to timely
achieve substantial completion of the Project. The Contract also provides a disincentive fee of
$25,000 for the replacement of key personnel without the Department’s prior approval and not as
a penalty, to reimburse the Department for its administrative costs arising from the Contractor’s
failure to provide the key personnel.

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

The Letter Contract executed by the Department on September 16, 2024, provides for an initial
NTE Amount of $776,753.00, which represents the total expenditure of funds authorized to date.

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

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

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

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

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

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

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

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

7

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

According to the DSLBD website, the Contractor is a certified Local Business Enterprise. The
Contractor’s CBE Number is LZXR46406122027, with an expiration date of December 31, 2027.

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

N/A

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

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

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

N/A

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

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

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

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

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

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: November 10, 2025 L0015265752Notice Number:
FEIN: **-***8921
Case ID: 18784808

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
GCS INC
1140 3RD ST NE STE 320
WASHINGTON DC 20002-7899

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

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum

To: Delano Hunter
Director, Department of General Services

From: Antoinette Hudson Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. (DCAM-23-CS-RFP-0036) Construction Management At-
Risk (“CMAR”) Services for the Modernization of the Crummell Community Center

Date: October 21, 2025

Subject: Fiscal Sufficiency Certification

In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”),
I hereby state that the Construction Management At-Risk (“CMAR”) Services for the Modernization
of the Crummell Community Center (DCAM-23-CS-RFP-0036) (the “Contract”) with GCS, Inc. DBA
GCS-SIGAL (the “Contractor”), in the amount of $12,988,492.00 is consistent with the Department’s
current budget and that adequate funds are available in the budget for the expenditure.

Per the Department’s Contracts & Procurement (“C&P”) team, on September 16, 2024, the Letter
Contract was executed by the Department, with an initial Not -to-Exceed (“NTE”) amount of
$776,753.00. The proposed increase in the amount of $12,211,739.00 will increase the NTE amount
from $776,753.00 to $12,988,492.00 ($776,753.00 + $12,211,739.00). The proposed ESA No. 1 is a
tipper and will increase the contract value to $1 million or more, therefore, Council approval is required.

The Department of General Services (DGS – Implementing AGY) has $12,988,492.00 in the
Department of Parks and Recreation (DPR - Owner AGY) cumulative capital budget authority
balance.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

The PASS information is below/attached:

Project Number/
Name Subtask AY Fund Detail Imp. AGY Owner
AGY RK/PO Amount Comments
100118 -
(AM0.NWCRMC.N
EW COMMUNITY
CENTER @
CRUMMELL
SCHOOL)
04.01(NCCCD.9
5101.NEW
COMMUNITY
CENTER @
CRUMMELL.M
ODERNIZATION PROJECTS)
N/A 3030300 AM0 HA0 PO713478 $776,753.00 Letter Contract
100118 -
(AM0.NWCRMC.N
EW COMMUNITY
CENTER @
CRUMMELL
SCHOOL)
04.01(NCCCD.9
5101.NEW
COMMUNITY
CENTER @
CRUMMELL.M
ODERNIZATIO
N PROJECTS)
N/A 3030300 AM0 HA0 RK314700 $12,211,739.00 Proposed ESA #1
Total $12,988,492.00

_______________________ Antoinette Hudson Beckham Agency Fiscal Officer
Department of General Service

for AHB
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

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

Construction Management At -Risk (“CMAR”) Services for the
Modernization of the Crummell Community Center

Contract Number: DCAM-23-CS-RFP-0036
Contractor: GCS, Inc. dba GCS-SIGAL

DATE: December 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

3924 Minnesota Ave, NE, Washington, DC 20019 | Telephone (202) 727-2800 | F ax (202) 727-7283

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Contracts & Procurement Division
Sent electronically to: goliver@gcs-sigal.com
September 12, 2024
Gabe Oliver
GCS, Inc. dba GCS-SIGAL
1140 3rd St NE Suite 320
Washington, DC 20002
Subject: Notice to Proceed and Letter Contract
Reference: Request for Proposals (“RFP”) No. DCAM-23-CS-RFP-0036 Construction Management
At-Risk Services for the Modernization of the Crummell Community Center
Dear Gabe:
We refer to the proposal submitted by GCS-SIGAL (the “CMAR” or “Contractor”) in response to the above -
referenced RFP. We are pleased to inform you that this work has been awarde d to GCS-SIGAL, and if this
Letter Contract is signed by the Contractor without modification of any kind, it will serve as a notice to proceed
for the work described below. This notice to proceed is subject to the following terms:
1. Letter Contract. This is a Letter C ontract between the Contractor and the District of Columbia
Government, acting by and through its Department of General Services (“DGS” or the “Department”), and shall
govern the parties' relationship until a final contract is entered into for the work described in the above referenced
RFP (the “Definitized Contract”); provided, however, that to the extent an issue is not covered in this Letter
Contract, the Request for Proposal shall govern. Once an authorized Contracting Officer executes the Definitized
Contract, this Letter Contract shall automatically be incorporated into and shall merge into and be superseded
by the Definitized Contract.
2. Scope of Work. The Contractor shall provide Construction Management At-Risk (“CMAR”) services
for the Modernization of the Crummell Community Center , located at 1900 Gallaudet Street NE, Washington,
DC 20002 (the “Project”), as described in th e Contractor’s Proposal dated December 19, 2023, submitted in
response to the subject RFP and Schedule of Values attached to this Letter Contract as Exhibit A.
3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the Contractor
shall provide, at a minimum, the deliverables in accordance with the requirements in the RFP, Schedule of Values
attached to this Letter Contract as Exhibit A, and Form of Contract in connection to the authorized work to the
Department’s Program Manager and in the referenced instances to the Contracting Officer.
In the event that the Contractor fails to timely submit any such deliverable, the Contractor shall pay to the
Department as a disincentive fee One Thousand Dollars ($1,000) per day after receiving written notice from the

Page 2 of 4
3924 Minnesota Ave, NE | 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283
Contracting Officer of failure to submit each deliverable. This remedy is cumulative and does not limit any other
right or remedy of the Department under the contract or applicable District law.
4. Not to Exceed Amount. The Not-to-Exceed (“NTE”) amount of this Letter Contract is $776,753.00. In
no event shall the Contractor be entitled to receive more than the NTE amount under this Letter Contract unless
authorized in advance and in writing by a duly authorized Contracting Officer . This NTE amount includes all
costs incurred by the Contractor in connection with the work authorized hereby.
5. Key Personnel. Key personnel shall include, at a minimum, the following individuals: (i) the Project
Executive; (ii) the Field Superintendent; (iii) the Project Manager who will supervise the Project; (iv) the Project
Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual
that will manage quality control and interact with the Department’s quality control representative (Safety/Quality
Assurance/Quality Control Manager). The Contractor will not be permitted to reassign any of the Key Personnel
unless the Department approves the proposed reassignment and the proposed replacement.
If the Contractor removes or reassigns one of the Key Personnel (excluding, however, instances where such
personnel become unavailable due to death, disability, or separation from the employment of the Contra ctor or
any affiliate of the C ontractor) without the prior written consent of the Department's Contracting Officer, the
Contractor shall pay to the Department the sum of $25,000 for each replacement as a replacement fee and not as
a penalty, to reimburse the Department for its administrative costs arising from the Contractor’s failure to provide
the Key Personnel. The foregoing replacement fee amount shall not bar recovery of any other damages, costs, or
expenses other than the Department's internal administrative costs. In addition, the Department shall have the
right, to be exercised in its sole discretion, to remove, replace, or to reduce the scope of services of the Contractor
in the event that a member of the key personnel has been removed or replaced by the Contractor without the
consent of the Department. In the event the Department exercises the right to remove, replace , or to reduce the
scope of services of the C ontractor, the Department shall have the right to enforce the terms of the Agreement
and to keep in place those members of the Contractor's team not removed or replaced and the remaining members
shall complete the services required under the Agreement in conjunction with the new members of the
Contractor's team approved by the Department.
6. Insurance. At all times while working under this Letter Contract, the Contractor shall maintain insurance
as described in the RFP. All such policies shall be endorsed to add the District of Columbia, including, but not
limited to, its Department of General Services a nd the respective agents, employees , and offices of each as
additional insureds.
7. Duration. Once signed by the Contractor, the Letter Contract will become effective on the date the Letter
Contract is executed by the Department. This Letter Contract will terminate on the earlier to occur of the
following: (i) the date the Definitized Contract becomes effective; or (ii) December 11, 2024. DGS reserves the
right to terminate this Letter Contract, in whole or specified part, for convenience in the manner described in
Article 5 of the District of Columbia Department of General Services Standard Contract Provisions General
Provisions for Construction Contracts.
8. Billing. All invoices shall be submitted directly to the Department at the address specified in the RFP.
Purchase Order numbers should be included in all future invoices and accounting records. Properly prepared
invoices with the necessary backup shall be paid within thirty (30) days of receipt. Invoices not paid by that date
shall bear interest in accordance with the Quick Payment Act.
9. Use of DGS’ ProjectTeam. The Contractor shall utilize the Department’s ProjectTeam system to submit
any and all documentation required to be provided by the Contractor for the Project, including or other web -
based document management system to submit any and all documentation requ ired to be provided by the
Contractor, including, but not limited to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv)
invoices/applications for payment (full package including all forms required by the Department); (v) certified

Page 3 of 4
3924 Minnesota Ave, NE | 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283

payrolls (in addition to upload via LCP Tracker); (vi) drawings and specifications; (vii) punch list; and (viii)
other documents as may be designated by the Department.

Electronic storage and transmission of information via ProjectTeam system shall be compliant with the DGS
document security requirements.
10. Invoice Submittal. The Contractor shall create and submit payment requests in an electronic format
through the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor shall submit proper invoices on a
monthly basis. To constitute the required documentation for the invo ice per Article 8 of the Standard Contract
Provisions, 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.

11. Purchase Order Number. This Letter Contract will become effective on the date the Letter Contract is
executed by the Department. The Department’s Contract s & Procurement Division will issue a purchase order
number and will be sent in a separate cover. That number should be included in all future invoices and accounting
records. In the event that you do not obtain a purchase order number , please contact the Contract Specialist
(“CS”), Farzana Balooch at farzana.balooch@dc.gov directly to obtain this number.

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

13. Trade Work/Site Control. Unless otherwise directed by the Department, the Contractor shall not perform
any trade work or take control of the site. Any authorization to proceed with trade work will include appropriate
provisions relating to compliance documents (first source empl oyment agreement, Department of Small and
Local Business Development ( “DSLBD”), bonds, insurance, and safety procedures. At a minimum, however,
the Department’s Standard Contract Provisions for Construction shall apply and in addition to the requirements
set forth in any such subsequent authorization, prior to commencing any construction activity, the Contractor
shall provide the Department’s Contracting Officer with certificates evidencing insurance, a payment and
performance bon d having a penal value equal to the then value of the Letter Contract and the Contractor’s
agreement of indemnity.

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

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

16. Living Wage Act . The Contractor agrees that the work performed under this Letter Contract shall be
subject to the Living Wage Act in effect at the time of Letter Contract execution by the Department. As such,
the Contractor and its subcontractors shall comply with the wa ge reporting requirements imposed by the act as
set forth in Exhibit D.

17. 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, as applicable (Exhibit E).

18. Performance And Payment Bonds. The Contractor agrees to post a payment and performance bond with
a penal value equal to the Definitized Contract amount at the time the Definitized Contract is executed. The
Eric Njonjo
9/16/2024

11/19/2024
(Continuation)
Contract Number Page of Pages
4. Contract Recap:
Letter Contract $776,753.00
Modification No. 1 $0.00
$776,753.00
Modification No.
DCAM‐23‐CS‐RFP‐0036 Modification No. 1 to Letter Contract
16‐Sep‐24
2 of 2
Administrative ‐ No‐Cost Time Extension
Not‐to‐Exceed Amount

FiConractNumber peorrage
MODIFICATIONOF CONTRACT ‘can20.08-R6P-00081 2
2,ModiiationNumber 3.efoctveDate |<.RequisttowPurchaseRequestNo. __|5.CaptionconstuctionManagementACRServices|‘ModificationNo,2toLetterContractSeeBlock16¢ N/A fortheModecnzationoftheCumall,{CommunityCenter
fetsuedBy F-AdministeredBy(Foherthanne6)DepartmentofGeneralServices DepartmentofGeneralServiContractsandProcurementDivision CapitalConstructionServicesDivision3924MinnesotaAvenue,NE,5thFloor 3924MinnesotaAvenue,NE,SthFloor‘Washington,DC20019 Washington,DC20019ContractsPOC:FarzanaBaloochfarzana.balooch@de.90¥)I.NameandAddressofContractor(No,Svest,cy,county,slateandZPCoda)| [OAAmendmentofSataionNo
cs SIGAL [96-Dated(Seehemn17)11140ardSINE,Suite320,Washington,0¢20002 [TOAMoaifeatonofContracvOrderNe.GabrielOver-SeniorVicePresident x [esetNoDCAM23-C5RFP-0OIE
oliver@gce-sigaLcom F708.Dated(Seetom13)September16,2024
11.THISITEMONLYAPPLIESTOAMENDMENTSOFSOLICITATIONS[Treabovenomboredsoicaionamendedasstornom14.ThehouranddatespeidforrecepofOfers[Tsexonded|Je nloxonded‘Offersmustacknowodgereceiptofthisamendmentpriortothehoutanddatespecifiedinthesoltationorasamended,byonafhefolowingmethods:(a)Bycompletingtems8and15,andreturiing_11_copiesoftheamendment:(b)Byacknowedgingrecepofthisamendmentoneachcopyoftheoffersubmitedor()Byseparateletterorfaxwhichincludesareferenceothesoitationandamendmentnumber.FAILUREOFYOURACKNOWLEDGEMENTTOBERECEIVEDATTHEPLACEDESIGNATEDFORTHERECEIPTOFOFFERSPRIORTOTHEHOURANODATESPECIFIEDMAYRESULTINREJECTIONOFYOUROFFER.Ifbyvitueofthisamendmentyoudesetochangeanofferareadysubmited,suchchangemaybemadebyfeteorfx,providedeacheterortelegrammakesreferencettheSolctatonandhisamendment.ndisreceivedportotheopeninghouranddatespect.F2_AccouningandAppropriationDal(fRequired)13.THISTEMAPPLIESONLYTOMODIFICATIONSOFCONTRACTSIORDERS,ITMODIFIESTHECONTRACTIORDERNO.ASDESCRIBEDINTEM14[AThischangeorderfssavedpursvatto:(SpectyAuthority)Thechangessetforthintam14aremadeinthecontracVorderno.intem10A.B.Theabovenumberedcontracrdersmodifiedtoreflecttheadministrativechanges(suchaschangesinpayingofice,appropriationotoet.)setforthintom14[CThissupplementalagreementseneredintopursuantToauforyof

X_ |P-Oer(Spectyypeofmedicationandaahoriy)Tile27DCMRSection4728andDCAN-25-CS-RFP-O036
[ETMPORTANT.Conwracor]|[snot[X]srequired’signWisdocumentandvetum1 copyohosuingofc
14.Descriptionofamendmentimodiication(OrganizedbyUCFSectionheadings,includingsoitation/coiractsubjectmatterwherefeasibe)
LetterContractNo.DCAM-23-CS-RFP-0036fortheConstructionManagementAt-RiskServicesfortheModernizationoftheCrummel|CommunityCenter("Project")ismodifiedasfollows,asadditionaltimeisrequiredtofinalizetheassessmentofCrummelt'historicalbuiiding
1.Duration:ThedurationofthisLetterContractandNoticetoProceedisherebyextendedfromMarch11,2025,toSeptember11,12028.UniessfurtherextendedbyanauthorizedContractingOfficer,thisLetterContractwillterminateonSeptember11,2025,orshallautomaticallybeincorporatedintoandshallmergeintoandbesupersededbytheDefinitzedContractuponexecutionofaDefinitive2.RELEASE:ItismutuallyagreedthatinexchangeforthisModificationandotherconsiderations,theContractorherebyreleases,lwaives,settiesandholdstheDepartmentharmlessfromanyandallactualorpotentialclaimsordemandsfordelays,disruptions,additionalwork,additionalime,additionalcost,contractextensions,compensationsorliabilityunderanytheory,whetherknownorlunknown,thattheContractormayhavenoworinthefutureagainsttheDepartmentarisingfromoroutof,asaconsequenceorresultof,relatingtoorinanymannerconnectedwiththisModification,theabove-referencedProject,andtheContractwork.
3.Terms&Conditions:AllotherTermsandConditionsremainunchanged.

FSA.NameandTieofSigner [16A.NameofConracingOffcarGabrielOliver-SeniorVicePresident ‘SuziTabot[I5B_GCSSIGAL SCDateSigned[765DistictofCoummbia SCDateSigned
__ cl

[continuation)

ContractNumber ‘ModificationNumber PageofPages
DCAM23:C5-RFP-0036 ModificationNo,2toLetterContract 2of2
17.ContractRecap:
LetterContract ‘ExecutedonSeptember16,2024 $776,753.00
ModificationNo.1 ‘Administrative-No-CostTimeExtension $0.00
‘ModificationNo.2 ‘Administrative-No-CostTimeExtension $0.00
LetterContractNot-to-ExceedAmount Tae]

9.3.2025

[continuation

ContractNumber ModificationNumber PageofPages
DCAM-23-CS-RFP-0036 ModificationNo.3toLetterContract 20f2
17.ContractRecap:
LetterContract ExecutedonSeptember16,2024 $776,753.00
ModificationNo.1 ‘Administrative-No-CostTimeExtension $0.00
‘ModificationNo.2 ‘Administrative-No-CostTimeExtension $0.00
ModificationNo.3 ‘Administrative-No-CostTimeExtension $0.00
LetterContractNotto-Exc 7675500]

12.2.2025
(Continuation)
Page of Pages
17. Contract Recap:
Letter Contract $776,753.00
Modification No. 1 $0.00
Modification No. 2 $0.00
$0.00
$0.00
Letter Contract Not-to-Exceed Amount $776,753.00
Modification No. 4 Administrative - No-Cost Time Extension
2 of 2
Administrative - No-Cost Time Extension
Administrative - No-Cost Time Extension
Contract Number
Modification No. 3 Administrative - No-Cost Time Extension
Modification Number
DCAM-23-CS-RFP-0036 Modification No. 4 to Letter Contract
Executed on September 16, 2024
Page 1 of 99

AGREEMENT

FOR

CONSTRUCTION MANAGEMENT AT-RISK SERVICES FOR
THE MODERNIZATION OF THE CRUMMELL COMMUNITY CENTER
BY AND BETWEEN
THE DEPARTMENT OF GENERAL SERVICES
AND
GCS, INC. DBA GCS-SIGAL
CONTRACT NUMBER: DCAM-23-CS-RFP-0036
Page 2 of 99
PROJECT INFORMATION
A. PROJECT SUMMARY

1. Project Name: Construction Management At-Risk
Services for the Modernization of the
Crummell Community Center
2. Project Address: 1900 Gallaudet Street NE,
Washington, DC 20002
3. Agreement Type: Cost plus a Fixed Fee with GMP
4. Client Agency: District Department of Parks and
Recreation (“DPR” or “Client Agency”)
5. Contractor: GCS, Inc. dba GCS-SIGAL
6. Agreement Amounts:
i. Initial NTE (Exhibit A3): Early Start Agreement (“ESA”) No. 1
with Not-to-Exceed (“NTE”) amount of
$12,988,492.00 (including the Letter
Contract NTE amount of $776,753.00)
ii. Project Budget: $28,300,000.00
7. Contractor
Compensation:

i. Construction Management
Fee:
$639,000.00
ii. Base Construction
Management Fee (75% of the
Construction Management
Fee):
$479,250.00
iii. Preconstruction Fee: $40,000.00
iv. At Risk Portion of the
Construction Management
Fee (25% of the Construction
Management Fee):
$159,750.00
v. Lump Sum General
Conditions Cost:
$1,132,001.00
vi. Contingency: General Contractor Contingency:
$244,981.00
Page 3 of 99
vii. Allowances: 1. Owner-Controlled Allowance for
Unforeseen Conditions:
$5,308,302.00, including:
• Window Lintel Replacement:
$100,000.00
• Roof Framing at Existing Building:
$150,000.00 Cornice / Cupola
Restoration: $150,000.00
• Hazardous Material Abatement:
$1,050,000.00
• Environmental Testing and
Monitoring: $300,000.00
• Soil Remediation and Disposal:
$1,400,000.00
• Site Utility Relocation and
Upgrades: $1,200,000.00
• Stormwater Management and
Infrastructure: $350,000.00
• Archeological/Historic Preservation:
$200,000.00
• Other Unforeseen Conditions
Allowance: $408,302.00

2. Owner-Controlled Allowance for
Coordination: $1,608,302.00
3. Permit Fee Allowance: $200,000.00
8. Disincentive Fee for
Failure to Timely Submit
Deliverables:
$1,000 per calendar day
9. Liquidated Damages for
Delay in Substantial
Completion:
$1,000 per calendar day
10. GMP Proposal
Submission
May 18, 2026
11. GMP Amendment
Executed By:
August 24, 2026
12. Substantial Completion
Date:
November 16, 2027
13. Final Completion Date: February 8, 2028
14. Administrative Term
Expiration Date:
May 2, 2028
15. Key personnel removal or
replacement disincentive
fee:
$25,000 per person
16. Notice to Proceed:
i. Period of Performance From September 16, 2024, through the
execution of this Agreement.
ii. NTE Amount: $776,753.00
Page 4 of 99
17. GMP Basis Documents
Design Progression/Bid
Set
Permit Set
Page 5 of 99
CONSTRUCTION MANAGEMENT AT-RISK SERVICES
FOR THE MODERNIZATION OF THE CRUMMELL COMMUNITY CENTER
DCAM-23-CS-RFP-0036

THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF
GENERAL SERVICES (the “Department” or “DGS”) and GCS, Inc. dba GCS-SIGAL with a
place of business at 1140 3rd Street NE, Suite 320, Washington, DC 20002 (the “Construction
Manager” or “Contractor”, and collectively, the “Parties”).

RECITALS

WHEREAS, the Department issued a request for proposals dated October 19, 2023 (the
“RFP”) to engage a contractor to provide Construction Management At-Risk (“CMAR”)
services for the Modernization of the Crummell Community Center, located at 1900 Gallaudet
Street NE, Washington, DC 20002 (the “Project”);

WHEREAS, the Department desires that the Project be substantially complete no later
than November 16, 2027 (“Substantial Completion Date”);

WHEREAS, the Contractor submitted a proposal entitled Construction Management
At-Risk Services for the Modernization of the Crummell Community Center dated December
19, 2023, to provide construction management at-risk services for the Project;

WHEREAS, the Department wishes to retain the Contractor to provide CMAR services
for the Project. The Project is to include preconstruction and construction services, as well as
close-out activities;

WHEREAS, the Contractor wishes to provide the preconstruction and construction
services, as well as any related services necessary to complete the Project, subject to the terms
and conditions set forth in this Agreement;

WHEREAS, the Department has retained the services of a program manager (the
“Program Manager” or “PM”) to advise it concerning the Project;

WHEREAS, the Department has established a budget for the Project, including all fees,
hard construction costs, loose furnishings, fees and general conditions of the Contractor (such
budget, the “Project Budget”);

WHEREAS, the Department has engaged an architect/engineer (the
“Architect/Engineer” or “A/E ”) pursuant to a separate contract (the “Design Contract”) to
provide design, planning, architectural, and engineering services in order to construct the
Project and the A/E has advanced the design of the Project to the development of Schematic
Design; and

Page 6 of 99
WHEREAS, the Contractor will be required to coordinate with the A/E; and

WHEREAS, the Department acknowledges that the Contractor has provided all
Preconstruction deliverables pursuant to the Letter Contract.

NOW, THEREFORE, the Department and Contractor, for the consideration set forth
herein, mutually agree as follows.
Page 7 of 99
Article 1 - DEFINITIONS

Section 1.1 Administrative Term.
The Agreement shall have an administrative term (the “Administrative Term”) that runs
from the effective date of the notice to proceed to the Administrative Term Date set forth in the
Project Information Section above. In addition, within this time , the Contractor shall execute
and submit a Final Release of Liens and Claims in a form and format required by a Contracting
Officer (“CO” or “Contracting Officer), inclusive of providing the Department with a complete
set of any product manuals (“O&M”) and traini ng videos, if applicable. The Administrative
Term is established for the sole purpose of permitting the Department’s Office of the Chief
Financial Officer to process payments in the event any payments become due. Notwithstanding
the foregoing, nothing herein shall be construed to: (i) extend the Substantial Completion Date;
(ii) extend the Final Completion Date; or (iii) limit the Department’s ability to assess liquidated
damages thereon.

Section 1.2 Agreement.
The term “Agreement ” or “Contract ” shall mean this entire, integrated agreement
between the Department and the Contractor with respect to the Project, consisting of this
document and the Exhibits thereto, including but not limited to the Standard Contract
Provisions (Construction Contract), the Construction Documents released for the Contractor’s
use and any Change Orders or Change Directives that have been executed by the Department.

Section 1.3 Client Agency.
The governmental or quasi-governmental entity represented by the Department,
requesting the Project.

Section 1.4 Construction Documents.
The final drawings and specifications, as prepared, sealed by the A/E’s design
professional in accordance with the law and issued by the Contractor for the purpose of obtaining
bids from potential trade subcontractors and material suppliers for use in constructing the
Project.

Section 1.5 Construction Phase Services.
Services provided throughout the construction phase, during which the Contractor shall
carry out the bulk of the construction for the Project.

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

Section 1.7 Contract Documents.
“Contract Documents” or “Contract” as used herein means Addenda, Contract Form,
Standard Contract Provisions, Instructions to Bidders, General Provisions, Labor Provisions,
Page 8 of 99
Performance and Payment Bonds, Specifications, Special Provisions, Contract Drawings,
approved written Change Orders , and Agreements required to acceptably complete the
Contract, including authorized extensions thereof.

Section 1.8 Preconstruction Phase Services.
The services to be provided under Article 3 constituting the preconstruction phase
services to be performed by the Contractor.

Section 1.9 Drawings.
The Drawings are the graphic and pictorial portions of the Contract Documents, wherever
located and wherever issued, showing the design, locations and dimensions of the Work,
generally including plans, elevations, sections, details, schedules and diagrams.

Section 1.10 Final Completion.
The point at which Substantial Completion has been achieved, all punch list items noted
at Substantial Completion have been completed, and all documents the Contractor is required to
deliver to the Department as a condition to receiving final payment have been delivered.

Section 1.11 Final Completion Date.
The date established in the Contract by which the Contractor shall achieve Final
Completion. The Final Completion Date may be modified only by Change Order “Change
Order”) or Change Directive in accordance with the Agreement.

Section 1.12 Fully Complete.
To undertake all of the Work necessary to fully construct and complete the Project and
execute all tasks necessary to obtain the final certificate of occupancy for the Project from the
District of Columbia; submit final lien releases from the Contractor and Subcontractors and
material suppliers; complete all punch list items to the Department’s approval and sign-off; and
cause all representations, warranties and guarantees to be honored and otherwise fulfill all of the
requirements set forth in the Agreement.

Section 1.13 Guaranteed Maximum Price or GMP.
The maximum amount, including, but not limited to, the Construction Management Fee
and the Cost of the Work, that will be paid to the Contractor to Fully Complete the Project as set
forth in Article 5. The Guaranteed Maximum Price (“GMP”) may be modified only by Change
Order or Change Directive in accordance with the Agreement.

Section 1.14 Environmental and Hazardous Material Requirements.
The Contractor shall be required to comply with all applicable Federal and District
environmental laws and regulations for the project, including but not limited to, the District of
Columbia Environmental Policy Act (e.g., D.C. Code § 8-109.01 - 8-109.12; and the District of
Columbia Municipal Regulations Chapter 20 -72). Additionally, the Contractor shall lawfully
handle, remediate, and abate as necessary and appropriate, any toxic substance or hazardous
chemicals defined or regulated pursuant to federal, state, or local laws, including in regards to
Page 9 of 99
pollution, treatment, storage, or disposal of waste, or protection of human health or the
environment. Such laws include, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the
Clean Water Act, the Clean Air Act, and laws relating to emission, spills, leaks, discharges,
releases, or threatened releases of toxic material. The term Hazardous Materials shall also
include petroleum and petroleum byproducts.

Section 1.15 Notice to Proceed.
A written notice to proceed, signed by the Department’s Contracting Officer , directing
the Contractor to proceed with the Project or any portion of the Project (“Notice to Proceed” or
“NTP”).

Section 1.16 Project Schedule.
The schedule for the Project agreed to by the Department and the Contractor. Such
schedule shall include a Baseline Schedule (“Baseline Schedule”) as updated periodically by the
Contractor and approved by the Department. The Project Schedule shall not be changed except
by a Change Order or Change Directive issued by the Department’s Contracting Officer. The
Project Schedule shall be in a form and contain such detail as may be agreed upon by the Parties.

Section 1.17 Self-Performed Work.
Trade work performed by employees of: (1) the Contractor; (2) any entity that is a partner
or member of the entity comprising the Contractor; (3) any entity that controls, is controlled by,
or is under common control with the Contractor; or (4) any entity that controls, is controlled by,
or is under common control with any entity that is part of the Contractor. Self-Performed Work
is distinguished from trade work performed by Subcontractors unaffiliated with the Contractor
or the entities of which the Contractor is comprised.

Section 1.18 Services.
The services to be provided pursuant to the Agreement, which shall include
preconstruction and construction services, as well as close-out activities.

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

Section 1.20 Standard Contract Provisions.
The District of Columbia Department of General Services Standard Contract Provisions,
General Provisions (Construction Contracts), as amended, are attached hereto as Exhibit I and
incorporated herein.

Section 1.21 Subcontractor.
Any person, natural or legal, to whom the Contractor delegates performance of any
portion of the Work required by the Agreement. The term “Subcontractor,” used without a
Page 10 of 99
qualifier, shall mean a subcontractor in direct privity with the Contractor. “Subcontractors at all
tiers” shall mean not only those Subcontractors in direct privity with the Contractor, but also
those performing Work pursuant to sub-subcontracts, subcontracts, and so on. “Subcontractors”
shall include both those who are retained to perform labor only and those who are retained both
to perform labor and to supply material or equipment. “Subcontractors” shall also include
design professionals who are not the Contractor’s employees and to whom the Contractor
delegates any part of its responsibilities under the Agreement, except those references to “trade
Subcontractors” shall exclude design professionals.

Section 1.22 Substantial Completion.
Substantial Completion shall mean that all of the following have occurred: (1) the
construction and installation work have been completed with only minor punch list items
remaining to be completed; (2) a temporary certificate of occupancy and all other required
permits or approvals have been obtained; (3) draft copies of all operating and maintenance
manuals, training videotapes and warranties required by the Agreement have been delivered
to the Department and the Client Agency; (4) final warranties have been submitted for material
and labor for any installed, replaced, or repaired synthetic surfaces at recreation spaces
including, but not limited to, the following material types: Pour-in-Place (“PIP”), artificial grass
or turf, rubb er mulch, and engineered wood fiber; (5) any supplemental training session
required by the Agreement for operating or maintenance personnel have been scheduled; (6)
all clean-up required by the Agreement has been completed; (7) the Project is ready for the
Department and Client Agency to use it for its intended purpose; and (8) all equipment,
supplies, materials and items to be installed have been installed in accordance with the
manufacturer’s specifications and industry standards and have undergone and passed the
requisite testing and inspections; and (9) certificates of compliance with impact standards
(IPEMA) for synthetic surfaces at recreation spaces have been submitted to the Department .
“Minor punch list items” are defined for this purpose as items that, in the aggregate, can be
completed within ninety (90) days without interfering with the Department or Client Agency’s
normal use of the Project.

Section 1.23 Substantial Completion Date.
The date established herein by which the Contractor shall achieve Substantial
Completion. The Substantial Completion Date may be modified only by Change Order or
Change Directive in accordance with the Agreement.

Section 1.24 The Work
The term “Work” refers to any and all work done in performance of the services
necessary, at any and all phases of the Agreement, to Fully Complete the Project.
Page 11 of 99
Article 2 - GENERAL PROVISIONS

Section 2.1 Letter Contract.
The Parties acknowledge that the preconstruction activities described in Article 3 of this
Agreement were performed pursuant to the Letter Contract between the Parties dated September
16, 2024. Pursuant to the terms of the Letter Contract, upon execution of this Agreement by the
Department (the “Agreement Effective Date ”), the Letter Contract shall automatically be
incorporated into and shall merge into and be superseded by this Agreement. The Parties agree
that any services provided or work performed pursuant to the merged Letter Contract, and prior
to the Agreement effective date , shall be governed by the terms and conditions of this
Agreement.

Section 2.2 Term and Termination
The period of performance under this Agreement shall commence from the date of
execution of the Notice to Proceed by the Department and shall terminate upon the expiration of
the Administrative Term or upon termination by the Department pursuant to Articles 5 and 6 of
the Standard Contract Provisions for Construction Contracts.

Section 2.3 Relationship of Parties.
The Contractor accepts the relationship of trust and confidence established with the
Department by this Agreement, and covenants with the Department to furnish the Contractor’s
reasonable skill and judgment and to cooperate with the Program Manager in furthering the
interests of the Department. The Contractor shall use its best efforts to perform the Work and
complete the Project in an expeditious and economical manner consistent with the interests of
the Department. The Department shall endeavor to promote harmony and cooperation among
the Department, Contractor, Program Manager, and other persons or entities employed by the
Department for the Project. In performing its duties under this Agreement, the Contractor shall
at all times use the standard of care used by Contractor that construct projects similar to the
Project in type, size and scope in large, urban areas. Whenever the term “competent” is used
herein to describe the Contractor’s actions or duties that term shall refer to the level of
competence customarily possessed by those Contractors that construct projects similar to the
Project in type, size and scope in large, urban areas.

Section 2.4 Confidentiality of Information
The Contractor shall assure and keep all information and data obtained throughout the
performance of the Project whether related to the Agreement, the Work in all of its aspects, the
Department and the Department’s employees confidential, during and following the term of the
Agreement, and shall not use the information in connection with any other matters; nor shall it
disclose any such information to any other person, firm or corporation, unless disclosure is
required pursuant to court order, subpoena, or other regulatory authority. The Contractor shall
not be divulged of confidential information without the individual’s and the Department’s
written consent and only in accordance with the District and/or Federal laws, codes and
regulations. The Contractor and any subcontractors who utilize, access, or store personally
identifiable information as part of the performance of this Agreement are required to safeguard
Page 12 of 99
this information and immediately notify the Department of any breach or suspected breach in
the security of such information. The Contractor and all subcontractors shall allow the
Department to both participate in the investigation of incidents and exercise control over
decisions regarding external reporting. The Contractor, subcontractors, and their respective
employees working on this Project may be required to sign a confidentiality statement.

Section 2.5 Project Description.
The Contractor shall provide any and all Services needed for the Project ’s completion. The
Project shall be complete, operating, and ready for use by the Substantial Completion Date and
within the Project's budget as set forth in this Contract.

The Contractor will be required to provide a full range of services required to renovate the
existing building and construct a new recreational facility to meet the Department’s
programmatic requirements.

The Project scope includes multipurpose rooms, a gymnasium, a fitness center, a demonstration
kitchen, a technology lounge, a senior lounge, a teen lounge, a climbing wall, an E -gaming
room, an arts & crafts space, and support spaces (restrooms, locker roo ms, administrative
spaces, etc.). The scope also includes exterior amenities such as a playground, community
garden, an outdoor basketball court, a multipurpose field, historical features, a splash pad, and
parking. If applicable, installation of any synt hetic surface must comply with regulations set
forth in D.C. Code § 10-171.03.

Building Information Modeling (“BIM”) is required to be used throughout the facility lifecycle,
including all Project phases from Project planning and concept design through construction, as-
built(s) and into facilities management.

The existing building, formerly known as the Alexander Crummell School, is approximately
20,000 square feet, was built in 1911, and has been vacant since the 1970s. The red brick
building, which is in poor condition, is two stories high with a basement lev el and attic space.
The building sits on an approximately 108,000 square -foot lot with open space behind and on
the sides of the structure. In 2003, the Crummell School was listed on the National Register of
Historic Places.

Generally, the Contractor’s responsibilities shall include, but will not be limited to, the
following:

1) To confirm the construction of the Project in accordance with the Contract Documents
(“Contract Documents”).
2) To provide all construction management services necessary to implement the goals of
the Project inclusive of, but not limited to, the following: construction management
services inclusive of budgeting, value engineering (“Value Engineering”), scheduling,
Project administration, management, and coordination of subcontractors.
3) To conduct subsurface and interior structure investigation work (including 3D reality
capture scanning) as required for the Project. To furnish and provide all materials,
management, personnel, equipment, hazardous material abatement, supervision, labor ,
Page 13 of 99
and other services necessary to complete the Project.
4) To furnish and provide FF&E. FF&E procurement schedule to be developed by the
Contractor, subject to DPR, the Department’s specification, agreement and acceptance.
5) To provide one (1) year of preventative and corrective maintenance services following
substantial completion and using as a basis the recommended maintenance schedule
developed to meet project close out requirements.
6) To the extent it is applicable , the Contractor shall comply with the Public Facilities
Environmental Safety Amendment Act of 2020 and D.C. Code § 10-171.03.

The Contractor will be required to work with the A/E, Department, DPR, and other applicable
regulatory agencies to advance the design for the Project and to construct the approved design
no later than the Substantial Completion Date. The Contractor will be required to: (i) engage in
preconstruction efforts to ensure constructability reviews of the design in a manner consistent
with the Department’s goals for the Project (e.g., programmatic, budgetary, schedule and
quality); (ii) to solicit competitive trade bids for the construction work and to develop an
acceptable GMP and corresponding scope and schedule for the work; and (iii) to implement the
requisite construction and other work necessary no later than the dates set forth in this
Agreement. The Contractor will be required to provide a Project ready for occupancy and shall
be responsible for all items of cost except for those items set forth in Section 9.7 of this
Agreement.

Section 2.6 Contracting Officer, Contracting Officer’s Technical Representative,
Program Manager, and Project Manager

The Contracting Officer (“CO”) for this Contract is:

Suzi Tabot
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Avenue, 5th floor
Washington, DC 20019
suzi.tabot@dc.gov

The Department has engaged a Contracting Officer’s Technical Representative (“COTR”), a
Program Manager (the “Program Manager” or “PM”), and a Project Manager to provide certain
program management functions. Such COTR, Program Manager, and Project Manager shall, at
all times, be acting solely for the benefit of the Department, not the Contractor.

The Contractor hereby acknowledges and agrees that only a duly authorized and
designated Contracting Officer shall have the authority to issue Change Orders or Change
Directives on the Department’s behalf. As of the date that this Agreement is signed, the
Department’s duly authorizing Contracting Officers are set forth in Exhibit H.

Page 14 of 99
The Program Manager and COTR for this Contract are as follows:

Margaret Thacker
Senior Project Manager
Department of General Services
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019
Email: margaret.thacker@dc.gov

The Project Manager is as follows:

José Lopez
Project Manager
Department of General Services
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019
Email: jose.lopez1@dc.gov

Section 2.7 General Description of Contractor’s Duties.
Generally, the Contractor shall perform the services in a professional workmanlike
manner. The Contractor shall supply and furnish at the location where the Work is to be
performed all labor, materials, equipment, tools, services, and supervision, and shall bear all
items of expense, necessary to complete and satisfactorily perform this Agreement, except such
items that the Department, in this Agreement, specifically agrees to supply or furnish to or for
the use of Contractor. Any labor, materials, equipment, tools, services, or supervision not
specifically described in this Agreement, but which may be fairly implied as required thereby or
necessary to properly complete the Work, shall be deemed within the scope of work (“Scope of
the Work” or “SOW”) and shall be provided by Contractor at Contractor’s sole expense.

Section 2.8 Warranties and Representations
2.8.1. All disclosures, representations, warranties, and certifications the
Contractor makes in its proposal in response to the RFP shall remain binding and in
effect throughout the term of the Agreement. The Contractor reaffirms that all such
disclosures, representations, warranties, and certifications are true and correct.

2.8.2. If any disclosure, representation, warranty, or certification the Contractor
has made or makes pursuant to the RFP or the Agreement, including, without
limitation, representations concerning the Contractor’s construction or design
experience and qualifications, claims or litigation history or financial condition, is
materially inaccurate, that shall constitute a material breach of the Agreement, entitling
the Department to any and all available remedies.

2.8.3. The terms and conditions of this Section 2.8 shall apply during both
the Preconstruction and Construction Phases.
Page 15 of 99
Section 2.9 Responsibility for 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, laborers, and the
agents and employees of the subcontractors, sub-subcontractors, material suppliers, and laborers
performing or supplying Work in connection with the Project.

Section 2.10 Building Information Modeling (BIM).
Building Information Modeling (“BIM”) is required to be used throughout the lifecycle
of the Project, including all Project phases from project planning and concept design through
construction, as-builts, and into facilities management. The BIM requirements are provided as
Exhibit P. It is expected by DGS that all team members, including subcontractors, are to be
committed to the use of BIM in the Project, share their ideas of BIM expertise with the team,
provide BIM data as requested by other team members, look for cost savings and schedule
improvements during the entire Project duration, and endeavor to leave as a legacy a fully
updated, as Built, facility management ready building information model.
Page 16 of 99
Article 3 - CONTRACTOR’S PRECONSTRUCTION SERVICES

Section 3.1 Preconstruction Services.
The Preconstruction Phase will start from the issuance of the NTP through the execution
of the GMP amendment (“GMP Amendment”). The Department will issue an NTP for
preconstruction services. During the Preconstruction Phase, the Contractor shall provide such
preconstruction services to properly advance the Project. Without limiting the generality of the
foregoing, the Contractor shall: (i) schedule and attend regular meetings with the Department
Representatives and the A/E as needed to conduct value engineering, constructability reviews
and provide scheduling and cost analysis to assist the A/E in furthering the drawings, assist the
A/E to e nsure that the design evolves in a manner consistent with the programmatic
requirements while not exceeding the overall hard cost , assist with code compliance and
permitting issues, attend a kick-off meeting and maintain meeting minutes , perform site visits
and attend/facilitate meetings with District staff as necessary; (ii) meet and coordinate with
regulatory, reviewing, and stakeholder agencies as necessary; (iii) meet and coordinate with all
applicable utility companies and agencies as required; (iv) attend and participate in community
meeting(s) to update community regarding the Project; and (v) act as scribe and distribute
minutes as necessary for all coordination meetings. All preconstruction services have been
completed pursuant to the Letter Contract. A list of preconstruction deliverables is set forth in
Exhibit C , and the Department acknowledges that the Contractor has provided all
Preconstruction Phase deliverables.

Section 3.1.1 Additional Preconstruction Services. In addition to those items
enumerated above, the Contractor shall provide such preconstruction services as are necessary
to properly advance the Project. These services shall include, but are not limited to, scheduling,
estimating, shop -drawings, the order ing of long -lead materials, condition assessments
(including 3D reality capture scanning), building stabilization, conservator studies,
archeological studies, recommended testing, additional geotechnical testing and monitoring of
historic assets. The Contractor shall prepare and submit to the Department a full cost estimate
of the current design no later than fifteen (15) days from execution of the Preconstruction NTP.

Section 3.2 Baseline Schedule, Building System Assessment, and Construction
Management Plan.

Section 3.2.1 Baseline Schedule. Within ten (10) business days after the
Preconstruction NTP is issued, the Contractor shall prepare and submit a Baseline Schedule for
the Project (the “Baseline Schedule”). The Baseline Schedule shall be subject to review and
approval by the Department and the Contractor shall incorporate such adjustments to the
Baseline Schedule as may be reasonably requested by the Department. The Baseline Schedule
shall be prepared in a critical path method (“CPM”) in a sufficient level of detail to permit the
Department and the Contractor and any other affected parties to properly plan the Project. The
Baseline Schedule shall show: (i) key design milestones and bid packages (to be provided by
the A/E); (ii) release dates for long lead items; (iii) release dates for key subcontractors; and
(iv) Substantial and Final Completion Dates. The Baseline Schedule must also be submitted in
Primavera 6 native format and shall be updated by the Contractor, at a minimum, on a bi-weekly
Page 17 of 99
basis. Bi-weekly updates to the schedule should include the original baseline schedule as well
to show time difference between planned start and finish dates versus actual start and finish
dates. The Baseline Schedule is attached hereto as Exhibit B.

During the Preconstruction Phase, the Contractor shall monitor the Project’s progress and
promptly notify the Department of any delays, regardless of their cause, the causes of such
delays, and the Contractor’s best projection of the effect of such delays on the Project Schedule.
The Department's receipt of, and lack of objection to, any schedule update showing a later
Substantial Completion or Final Completion shall not be regarded as the Department’s
agreement that the Contractor may have an extension of time, or as a waiver of any of the
Department’s rights, but merely as the Contractor’s representation that, as a matter of fact, the
Project may not be completed by the applicable Substantial or Final Completion Date. The
Project Schedule shall be maintained and continuously updated during the Preconstruction,
Construction and closeout Phases.

Section 3.2.2 Construction Management Plan. The Contractor shall submit a draft
of its construction management plan (“Construction Management Plan”) within thirty (30) days
after the Preconstruction NTP is issued to include, but is not limited to, noise control, hours for
construction and deliveries , truck routes, trash and debris removal plan, traffic and parking
control, communications procedures, emergency procedures, quality control procedures, dust
control, public street cleaning and repair, planned occupancy of public ways, erosion control,
tree protection plan, vibration monitoring, temporary fire protection measures, Project signage,
pest control, construction staging plan, and construction logistics plan.

Section 3.2.3 Value Engineering & Scope Assessment. Based on the trade bids, the
Contractor shall prepare a written report of suggested Value Engineering strategies necessary
to reconcile the costs of constructing the Project with the Department's Project Budget. The
Contractor shall meet with the Department's representatives to d iscuss any Value Engineering
and changes in scope required to bring the project costs within the Project Budget.

Section 3.2.4 GMP Formation. Based on any value engineering, scope modifications
and approved changes in the Project Budget, the Contractor shall prepare and submit to the
Department a GMP proposal. The Department's GMP proposal shall represent Contractor's
offer to Fully Complete th e Project. The GMP proposal shall include: (i) a line -item
construction budget; (ii) a detailed CPM schedule; (iii) a listing of the drawings upon which the
GMP is based; and (iv) an LSDBE utilization plan. In the event that the Department and the
Contractor are unable to agree upon a GMP or schedule for the Project, the Department shall
have the right to terminate the Contract and assume any trade subcontracts held by the
Contractor. The GMP shall be subject to review and approval by the Council for the District of
Columbia in the event it exceeds the previously approved Contract value by more than $1
million. In such event, the GMP shall not be effective until so approved.

Section 3.3 Constructability Reviews
Section 3.3.1. It is contemplated that the Contractor will have met with
representatives of the Department and the A/E as well as other stakeholders to better
Page 18 of 99
develop the Department’s requirements for the Project following contract award. During
the Preconstruction Phase, the Contractor will be required to provide constructability
reviews of the design documents for the Project.

Section 3.3.2. The Contractor has been meeting with the representatives
of the Department, A/E, and Client Agency throughout the Preconstruction Phase as
the design progresses and these and other stakeholders provide input in and approve
the design direction at appropriate times. The GMP Basis Documents, and all interim
design submissions shall be subject to review and approval by the Department, and
the Contractor shall be required to provide input on these documents to address
concerns raised by the Department and/or other project stakeholders and such reviews
shall not entitle the Contractor to an increase in the Preconstruction Fee.

Section 3.3.2.1 Preliminary Budget Estimate. No later than fifteen (15) days
from the execution of the NTP, the Contractor shall submit a detailed cost estimate of
the proposed design (such estimate, the “Preliminary Budget Estimate”). With regard
to building systems (i.e. roofs, doors, HVAC, security, IT, etc.), the cost estimate shall
be prepared on a “system” basis that identifies the key building systems or functions
and allocates an estimated cost for each such system. The Construction Management
Fee, the Cost of General Conditions, and Contingencies shall be broken out in separate
line items. The primary purpose of such cost estimate is to aid the Department and
Client Agency in understanding the costs associated with key elements of the
Project so as to better prioritize and manage the use of the funding allocated to this
Project.

Section 3.3.2.2 Baseline Budget and Program. The Department shall provide
the Contractor with the approved baseline budget and program. Such approval shall
be provided (or signed by) the Department. In the event the Contractor does not
receive such approval within fourteen (14) days after submitting the Preliminary
Budget Estimate, it shall so advise the Department’s Program Manager, the
Department’s Deputy Director for Capital Construction and the Contracting Officer
in writing of such failure and request direction. If the Contractor fails to provide
such notice, the Contractor will be proceeding at its own risk and will be responsible
for costs associated with budget revisions. Only the Department shall have the
authority to increase the Project Budget, and absent such direction, the Contractor
shall proceed throughout the Project on the assumption that the budget remains as
originally directed by the Department pursuant to this Section 3.3.2.2.

Section 3.3.2.3 Constructability/Sole Source/Long-Lead Time Memorandum.
Concurrently with the Construction Management Plan, the Contractor shall prepare a
memorandum identifying key construction concerns related to the Project. Such
memorandum shall: (i) assess the constructability issues related to the Project, including site
logistics; (ii) identify any items where the design is predicated on a single manufacturer and,
if so, identify at least two (2) comparable products; and (iii) identify any long-lead delivery
items that could adversely affect the schedule contemplated in this Agreement. To the extent
any such long-lead items are identified, the memorandum shall make recommendations for
Page 19 of 99
addressing such items.

Section 3.3.2.4 Early Release/Abatement, Razing, & Demolition
Section 3.3.2.4.1 Abatement, Razing, & Selective Demolition / Exploratory. The
Department may release the Contractor to commence hazardous material abatement, razing,
and selective site demolition, or other early activities, as applicable. It is envisioned that this
work will be released in advance of the Construction NTP.
Section 3.3.2.4.2 Long Lead Materials. The Department will release funding for
long-lead items once the Permit Set/Construction Documents have been approved. If the
Contractor believes an earlier release is required in order to meet the Project Schedule, it
shall advise the Department and mak e a recommendation as to the requested release date.
Any decision to authorize an early release shall be made by the Department in its sole and
absolute discretion.

Section 3.2.2.5 Permits.
The Contractor will be responsible for preparing and submitting all permits and
applications for other approvals that are necessary for the construction of the Project. No
later than ten (10) days after the NTP for Preconstruction Services, the Contractor shall
prepare and submit a matrix that identifies all permits and land use approvals that are
required for the Project to proceed. The matrix should include zoning and other land use
entitlements, building permits, as well as trade permits and lane closure permits. The matrix
shall identify the specific permit, the date by which such is needed to maintain the Project’s
Schedule, and a status column. The matrix shall be updated monthly.

For permits previously submitted by the Department or the A/E, the Contractor shall
provide assistance and input, if and as requested by the Department, for all such permits
through the review process. The Contractor shall develop a list of the required permits and
shall track the progress of all such permits through the review process. The Contractor shall
update the Department with the status of each permit that is required for the Project.

Page 20 of 99
Article 4 - FORMATION OF GMP PROPOSAL

Section 4.1 General.
During the Preconstruction Phase, the Department shall cause the A/E in coordination
with the Contractor to prepare a set of drawings and specifications upon which the Contractor’s
GMP for construction of the Project will be based (the “GMP Basis Documents”) as set forth
in the Project Information Section of this Agreement. The Contractor acknowledges receipt
of the drawings and specifications prepared by the A /E, including recommended lists of
manufacturers and products. Notwithstanding these recommendations, the Contractor shall not
be obligated or restricted to procure only from the listed manufacturers or products. The
Contractor may propose alternative manuf acturers or products, provided such alternatives
comply with the specifications and performance standards set forth in the GMP Basis
Documents and are approved by the Department, as applicable. Based upon the GMP Basis
Documents, the Contractor shall propose a GMP (referred to as the “GMP Proposal”) no later
than the date set forth in the Project Information Section of this Agreement, and which shall
be submitted in accordance with this Section 4.1. The Contractor acknowledges and
understands that the GMP Basis Documents will be incomplete at the time it submits its
GMP Proposal. Although complete construction documents will not be available and many
details will not be shown on GMP Basis Documents or will otherwise need to be adjusted, the
GMP proposed in the C ontractor’s GMP Proposal shall be intended to represent the
Contractor’s offer for the Final Completion of the Project. If the Contractor’s GMP Proposal
is acceptable to the Department, it shall be memorialized in form of an amendment to this
Agreement (such amendment, the “GMP Amendment”). The Contractor and the Department
shall execute a GMP Amendment in the form of Exhibit K attached hereto.

As part of the GMP Amendment, the Contractor shall certify that the GMP established
thereby: (i) contains sufficient amounts to perform all Work necessary for the Final
Completion of the Project; and (ii) contains sufficient amounts to provide and construct
any items or facilities that are not contained in the GMP Basis Documents but which are
necessary for a fully functioning facility that meets the programmatic requirements
established for the Project. The Contractor will further covenant and agree in the GMP
Amendment that it will perform all of the construction work necessary for the Final
Completion of the Project, including, without limitation, aspects of the Work that are not
shown on the GMP Basis Documents but which are a logical development of the design intent
reflected in the GMP Basis Documents, for an amount not to exceed the GMP.

Section 4.2 Review of GMP Basis Documents.
The Department has selected the Contractor, in large part, because of its special expertise
in constructing similar projects. Before submitting its GMP, the Contractor shall review the
GMP Basis Documents for accuracy, constructability and completeness and shall bring such
deficiencies to the attention of the Department and shall cause the A/E to address any such
deficiencies. To the extent that any such deficiencies in the GMP Basis Documents could have
been identified by such review by a competent Contractor, such deficiencies shall not be the
basis for a change in the GMP or delaying the Project Schedule.

Page 21 of 99
Section 4.3 Contingency.
The Cost of the Work shall include a contingency, which shall be a sum established by
the Department and the Contractor to cover, among other things costs necessary to address scope
expansion that is a logical development of the design, issues arising from or as a result of
deficiencies in the GMP Basis Documents and other costs which are properly reimbursable as
Cost of the Work but not the basis for a Change Order, such as costs that were not reasonably
foreseeable as of the effective date of this Agreement, including such items as emergencies,
unforeseeable changes in market conditions for materials or labor, or subsurface, soils or site
conditions that were neither known nor reasonably discoverable as of the effective date of the
Agreement (the “Contingency”). During the Construction Phase, the Contractor shall keep the
Program Manager and the Contracting Officer informed as to the status of the Contingency and
shall, at a minimum: (i) advise the Program Manager and Contracting Officer when draws reach
3% upon the contingency in a timely manner ; and (ii) provide the Program Manager with
running status of the Contingency balance at least once every two (2) weeks.

Section 4.4 Trade Bids.
4.4.1. Subcontractors and Suppliers; Bidding Procedures. During the
Preconstruction Phase, the Contractor shall seek to develop subcontractor interest in
the Project. Within fifteen (15) days after issuing the Notice to Proceed, the Contractor
shall provide to the Department for its review and approval a written submission on the
proposed bidding procedures. Such procedures shall include: (i) a list of proposed trades
packages; (ii) a list of trade subcontractors that will be invited to bid on each such
package; and (iii) a narrative description of the process. At least three (3) potential
subcontractors shall be identified for each trade package. A copy of this deliverable must
be submitted to both the Program Manager and the Contracting Officer. In the event the
Department does not approve the proposed bidding procedures within fifteen (15) days
after its receipt, such procedures shall be deemed approved unless the Department
advises that such is still under review. The Contractor shall have at least one “over
the shoulder” review session for each major trade package with the A/E. These “over
the shoulder” review sessions shall be scheduled at appropriate times for such review.

4.4.2. Bidding. Following the Department’s approval of the GMP Basis
Documents, the Contractor shall manage the trade bidding process in accordance with
the approved bidding procedures and shall use commercially reasonable best efforts to
solicit at least three (3) qualified and bona fide bids for each trade package that has an
expected value in excess of One Hundred Thousand Dollars ($100,000). Trade packages
shall not be parceled, split, or divided to avoid the $100,000 threshold. In addition
to the information normally required in such bids, the Contractor shall also require
subcontractors to provide an estimate of the percentage of labor hours performed in
completing the subcontracted work which will be performed by District residents.
The Contractor shall carefully document its procedures for making available bid
packages to potential bidders, the contents of each bid package, discussions with bidders
at any pre-bid meetings, bidders’ compliance with bid requirements, all bids received,
the Contractor’s evaluations of all bids, and the basis for the Contractor’s
recommendation as to which bidders should be chosen. The Department shall be
Page 22 of 99
afforded access to all such records at all reasonable times so that, among other things,
requirements set forth in the Agreement, including, without limitation, affirmative
action requirements and subcontracting requirements.

4.4.3. Bid Tab. As part of the negotiations leading up to the GMP, the Contractor
shall provide to the Department tabulations of the trade bids solicited and copies of all trade
bids. In general, the bid tab shall be presented in tabular format that compares the bids
received and any other relevant information (i.e. exclusions, past performance history, etc.).
The bid tabulation shall include scope assessments and identify required leveling of the
trade submitted. To the extent that the Contractor’s award recommendation is based on
scoping adjustments, the Contractor shall clearly identify the scoping adjustment and the
need for such adjustments. Such bid tabulation shall include Local, Small and
Disadvantaged Business Enterprises (“LSDBE”) utilization information in addition to price
and other information. Such bid tabulations as well as copies of the bids shall be submitted
to the Department’s Program Manager. The Contractor represents and warrants that the bid
tabs so submitted shall fairly represent the results of the subcontractor bidding process and
that the Contractor shall not misrepresent any such data to the Department or its Program
Manager.

4.4.4. Value Engineering. Based on the trade bids received, the Contractor shall
prepare a written report of suggested Value Engineering strategies necessary to reconcile
the costs of constructing the Project budget. The Contractor shall meet with the
Department’s representatives to discuss any Value Engineering and changes in scope
necessary to ensure that the Department’s schedule and programmatic requirements are met
and that the budget is not exceeded. The Contractor shall coordinate with the A/E to
implement and price any approved Value Engineering strategies.

Section 4.5 Basis of Guaranteed Maximum Price.
The Contractor shall include with the GMP Proposal a written statement of its basis,
which shall include:

Section 4.5.1. GMP Basis Documents which shall include a list of the
Drawings and Specifications, including all addenda thereto, and general, supplementary and
other conditions which were used in preparation of the GMP Proposal and on which the GMP
is based.

Section 4.5.2. A list of unit prices and allowance, as applicable, items and a
statement of their basis; provided, however, that only such allowances as are agreed to by
the Department shall be included.

Section 4.5.3. A list of the clarifications and assumptions made by the
Contractor in the preparation of the GMP Proposal to supplement the information contained
in the Drawings and Specifications, noting in particular any exclusions. The assumptions
and clarifications shall take precedence over the Drawings and Specifications. The
Page 23 of 99
Contractor shall prepare a separate memorandum that highlights any differences between
the then approved drawings and the modifications made in the assumptions and
clarifications. Such memorandum shall specifically address any changes in the Project's
aesthetics, functionality or performance.

Section 4.5.4. The proposed GMP, including a statement of the detailed cost
estimate organized by trade categories, allowances, Contingency, and other items and the
fee that comprise the GMP.

Section 4.5.5. An update to the Project’s schedule to which the Contractor will
agree to be bound. This update shall be prepared in the same level of detail and in the same
manner as the Baseline Schedule.

Section 4.5.6. A subcontracting plan setting forth the names and estimated dollar
volume of the work that will be performed by local, small, and disadvantaged business
enterprises, as certified by the Department of Small and Local Business Development, upon
which the GMP is based.

Section 4.5.7. A summary of Capital Cost vs Operating Cost Eligibility.

Section 4.5.8. A list of additive alternates or deductive alternates with defined
executable dates, if any.

Section 4.6 Department Review of GMP Proposal.
The Contractor shall meet with the Department to review the GMP Proposal and the
written statement of its basis. In the event that the Department discovers any inconsistencies or
inaccuracies in the information presented, the Department shall promptly notify the Contractor,
who shall make appropriate adjustments to the GMP Proposal, its basis or both.

Section 4.7 Department Acceptance of GMP Proposal.
The Department and the Contractor shall meet to negotiate the terms of the GMP
Proposal. If the GMP Proposal is acceptable to the Department, the Department shall submit
the resulting GMP Amendment for review and approval by the Council for the District of
Columbia (the “Council”) in the event it exceeds the previously approved contract value by more
than $1 million. In such event, the GMP shall not be effective until so approved and executed
by the Parties.

Section 4.8 GMP Amendment.
In the event an acceptable GMP Proposal is not developed and a GMP Amendment is not
executed, the Agreement will be terminated. In the event the Agreement is terminated pursuant
to this Section, the Department shall be free to use any of the documents and information
developed through the date of termination to retain a new contractor to complete the Project.

Page 24 of 99
Section 4.9 Assignment Upon Failure to Reach GMP.
In the event that the Department and the Contractor are unable to agree upon a GMP, the
Department shall have the right to terminate this Agreement, and if requested by the
Department, the C ontractor shall assign any trade Subcontracts to the Department upon such
terms and conditions and at the time requested by the Department. In such event, the Contractor
shall forfeit fifty percent (50%) of the Preconstruction Fee.

Section 4.10 Certification.
As part of the GMP Proposal submitted in accordance with this Article, the C ontractor
agrees to specifically acknowledge and declare that the Contract Documents are sufficiently
complete to have enabled the Contractor to determine the Cost of the Work therein in order to
enter into the GMP Amendment and to enable the C ontractor to agree to construct the Work
outlined therein in accordance with applicable laws, statutes, building codes and regulations to
the best of C ontractor’s knowledge, and otherwise to f ulfill all its obligations hereunder. The
Contractor shall further acknowledge that it has visited the site, examined all conditions
affecting the Work, is fully familiar with all of the conditions thereon and affecting the same,
and, has carefully examined all drawings and specifications provided to it.

Section 4.11 Preconstruction Phase Deliverables.
The deliverables set forth in Exhibit C are required during the Preconstruction Phase. In
the event that the C ontractor fails to provide any deliverable so listed, and unless such failure
is the result of any event of Force Majeure, the C ontractor shall pay to the Department a
disincentive fee for each deliverable that is not timely submitted as set forth in Article 13 of
this Contract after receiving written notice from the Contracting Officer of failure to submit
such deliverable.

Section 4.12 Unsafe Materials and Hazardous Materials
4.12.1. The Contractor shall not bring, spill or release onto the site asbestos,
Polychlorinated biphenyls (“PCBs”), or any other Hazardous Material that is not
customarily used in a facility of the type and similar to the Project, and shall bring to the
Department’s attention any specification of such Hazardous Materials in the design
documents. If the Contractor believes that anything in the Agreement would require that
it use or bring onto the site asbestos, PCBs, or any Hazardous Material that is not
customarily used in a facility of the type and similar to the Project, it shall immediately
inform the Department and seek direction before proceeding.

4.12.2. The Contractor shall abate Hazardous Materials on the site as necessary to
complete the Work contemplated by this Agreement. The Contractor shall comply with
all laws, including, without limitation, the requirements of the Environmental Protection
Agency (“EPA”) and all jurisdictional agencies as well as all laws relating to safety, health
welfare, and protection of the environment, in removing, treating, encapsulating,
passivating, and/or disposing of Hazardous Materials, including, but not limited to, removal,
treatment, encapsulation, passivation, and/or disposal of the Hazardous Materials. If any
notices to governmental authorities are required, the Contractor shall also give those
notices at the appropriate times. The Contractor shall ensure abatement subcontractors and
Page 25 of 99
disposal sites are appropriately licensed and qualified.

4.12.3. The Contractor shall be entitled to submit a Change Request in accordance
with Article 4 of the Standard Contract Provisions (Construction Contracts) in the event the
Contractor encounters Hazardous Materials beyond those contemplated in the Contract
Documents.

4.12.4. The Contractor shall keep detailed records documenting Work done so that
the Department may independently verify compliance with all laws, the number of units
actually removed, treated, and/or disposed of, and the appropriate unit price(s) applicable to
the Work.
Page 26 of 99
Article 5 - CONSTRUCTION PHASE

Section 5.1 General.
The Construction Phase shall commence upon execution of this Contract . The
Contractor shall, through subcontractors or, with the written consent of the Department, with its
own forces, perform all of the Work necessary to construct the Project so that it is complete,
safe, and properly built in strict accordance with the approved Construction Documents and the
other requirements of this Agreement. Without limitation, the Contractor shall provide all of
the labor, materials, tools, equipment, temporary services, and facilities necessary to complete
the Project in accordance with the drawings, specifications, schedule and budget that are issued
for the Project. The Contractor shall be responsible for paying for and obtaining all necessary
permits, with the exception of the Building Permit, and to pay all necessary fees for utility
connections. The Work shall be carried out in a good and workmanlike, first-class manner, and
in a timely fashion. All materials and equipment to be incorporated into the Project shall be new
and previously unused, unless otherwise specified, and shall be free of manufacturing or other
defects.

Section 5.1.1. Unrenovated Portions of the Structure. In constructing the
Project, the Contractor shall ensure that unrenovated portions of existing structures, if
any, including, but not limited to, the mechanical, plumbing, electrical systems and
other building systems are not adversely affected. All unrenovated portions of the
structures should function, at a minimum, at the level of functionality that existed
immediately prior to the construction of the Project. If any unrenovated portion of the
Project functions at a lower level of functionality as a result of the Contractor’s Work,
the Contractor shall be back-charged the costs incurred by the Department in
addressing the decreased functionality.

Section 5.1.2 Construction Phase Deliverables. The construction phase
deliverables, in addition to the Department’s standard contracting protocols, are set forth
in Exhibit C.
Section 5.1.3 The Contractor shall be required to undertake, at a minimum, the
tasks described below:

Section 5.1.3.1 Abate hazardous materials, if required, in accordance with EPA
and all jurisdictional agencies.
Section 5.1.3.2 Demolition, including razing existing park features, complete
excavation and site grading necessary to complete the Project.
Section 5.1.3.3 Salvage and store all items as identified by the Department.
Section 5.1.3.4 Pay all permits and fees associated with the Project, other than
the building permit fees.
Section 5.1.3.5 Provide all required insurance and performance and payment
bonds.
Section 5.1.3.6 Remove the balance of construction debris off site in accordance
with all applicable rules and regulations of those jurisdictions having authority.

Page 27 of 99
Section 5.2 Design Completion.
5.2.1. Third Party Contractors. The Department will hire third party
contractors for plan review and for testing and material inspections. The Contractor
shall coordinate and work with the Project Manager and third-party plan reviewer
during the Building Permit process.

Section 5.3 Subcontracting and Administration.
Section 5.3.1. It is contemplated that all or substantially all of the construction
of the Project will be carried out by trade Subcontractors and that those trade subcontracts
will be awarded through the competitive bid process contemplated in Section 4.4. The
Contractor shall enter into a written agreement with each subcontractor. The trade
subcontractors will be under written contract with the Contractor. All subcontracts and
agreements for the supply of equipment or materials awarded for the Project shall be
fixed-price contracts unless otherwise expressly authorized by the Department, in writing.
It is understood and agreed, however, that certain trade packages (such as the mechanical
and electrical packages) may be awarded on a design-assist or design-build basis and
that such trade packages may be awarded on such other basis subject to the
Department’s consent as to the bidding procedures and economic structure with regard to
those packages. The Contractor and its affiliates may not carry out trade work with its
own forces without the Department's written permission, which permission may be
withheld or conditioned by the Department in its sole and absolute judgment.

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

Section 5.3.3. The Contractor shall develop a purchasing strategy to address the
expedited schedule and conditions of this Project and shall include appropriate provisions
in the subcontracts to minimize the cost impact associated with such conditions. Such
strategies may include, but are not limited to: (i) obtaining from subcontractors’ unit price
quotes for typical coordination items; (ii) setting aside allowances for coordination work;
and (iii) such other techniques as may be employed by the Contractor.

Section 5.3.4. The Contractor shall carefully document its procedures for
making available bid packages to potential bidders, the contents of each bid package,
discussions with bidders at any pre-bid meetings, bidders’ compliance with bid
requirements, all bids received, the Contractor’s evaluations of all bids, and the basis for
the Contractor’s recommendation as to which bidders should be chosen. The Department
shall be afforded access to all such records at all reasonable times so that, among other
things, it may independently confirm the Contractor’s adherence to all requirements set
forth in the Agreement including, without limitation, affirmative action requirements and
subcontracting requirements.

Section 5.3.5. The Department may, in its sole discretion, reject any or all
bids and proposals received for any bid package, and may require the Contractor to
Page 28 of 99
obtain new or revised bids or proposals.

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

Section 5.3.7. The Department must approve all Subcontractors and suppliers.
The Department may elect to review the form of any subcontract or agreement with a
material supplier to ensure that such contract incorporates the contractual provisions
required by this Agreement.
Section 5.3.8. The Contractor shall manage the Change Order process with all
Subcontractors to verify validity, purpose, and cost.

Section 5.3.9. The Contractor must contract for provision of all services and
materials for the Project (other than Self-Performed Work which must be authorized in
advance and in writing by the Department) via written subcontracts or, for contracts
requiring provision of materials or equipment only, and not labor, via written supply
agreements. All subcontracts and supply agreements shall include the following
provisions:

Section 5.3.9.1 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 performance of all
obligations which the Contractor owes the Department under the Agreement;

Section 5.3.9.2 that the subcontractor or supplier is not in privity with the
Department and shall not seek compensation directly from the Department on any third-
party beneficiary, quantum meruit, or unjust enrichment claim, or otherwise, except as may
be permitted by any applicable mechanic’s lien law;

Section 5.3.9.3 that the Department is a third-party beneficiary of the subcontract
or supply agreement, entitled to enforce any rights thereunder for its benefit;

Section 5.3.9.4 that the subcontractor or supplier consents to assignment of its
agreement to the Department, at the Department's sole option, if the Contractor is terminated
for default;

Section 5.3.9.5 that the subcontractor or supplier shall comply immediately with a
written order from the Department to the Contractor to suspend or stop work;

Section 5.3.9.6 that the subcontractor or supplier shall maintain records of all Work
Page 29 of 99
it is requested or authorized to do on a time and material or cost-plus basis, or with respect
to claims that it has asserted on a time and materials or cost-plus basis, during the Project
and for a period of time specified in the General Conditions Cost and requiring the
subcontractor or supplier to make those records available for review or audit by the
Department during that time;

Section 5.3.9.7 that the subcontractor shall obtain and maintain, throughout the
Project, workers' compensation insurance in accordance with the laws of the District of
Columbia (This provision is not applicable to supply agreements);

Section 5.3.9.8 that, if the Department terminates the Agreement for convenience,
the Contractor may similarly terminate the subcontract or supply agreement for
convenience, upon written notice to the Subcontractor or supplier, and that the
subcontractor or supplier shall, in such a case, be entitled only to the costs set forth in
Article 6 of the Standard Contract Provisions (Construction Contracts);

Section 5.3.9.9 that the Department shall have the right to enter into a contract
with the subcontractor or supplier for the same price as its subcontract or supply agreement
price less amounts already paid, if the Contractor files a voluntary petition in
bankruptcy or has an involuntary petition in bankruptcy filed against it;

Section 5.3.9.10 that the subcontractor or supplier shall not be entitled to payment
for defective or non-conforming work, materials or equipment, and shall be obligated
promptly to repair or replace non-conforming work, materials or equipment at its own
cost;
Section 5.3.9.11 a provision requiring that Subcontractors and suppliers promptly
pay subcontractors and suppliers at lower tiers, imposing upon the Subcontractors and
suppliers a duty to pay interest on late payments, and barring reimbursement for interest
paid to lower tier subcontractors or suppliers due to a subcontractor’s or supplier’s
failure to pay them in timely fashion;

Section 5.3.9.12 a provision requiring that all Subcontractors at all tiers comply
with the provisions of Article 12 of this Contract (Economic Inclusion Goals); provided,
however, that the Contractor may, in its reasonable discretion impose a different LSDBE
subcontracting goal on some or all of its subcontractors; provided, further, however, that
nothing in this provision shall be deemed to excuse the Contractor from using its best efforts
to achieve the LSDBE subcontracting goal on an aggregate basis for the Project;

Section 5.3.9.13 a provision which allows the Contractor to withhold payment
from the subcontractor if the subcontractor does not meet the requirements of the
subcontract;

Section 5.3.9.14 lien and claim release and waiver provisions substantially identical
Page 30 of 99
to those in this Agreement.

Section 5.3.10. Within seven (7) calendar days of receiving any payment from
the Department that includes amounts attributable to Work performed or materials or
equipment supplied by a subcontractor or supplier, the Contractor shall either pay the
subcontractor or supplier for its proportionate share of the amount paid to the Contractor
for the subcontractor’s or supplier’s Work or materials or equipment, or notify the
Department and the subcontractor or supplier, in writing, of the Contractor’s intention to
withhold all or part of the payment and state the reason for the withholding. All monies
paid to the Contractor under the Agreement shall be used first to pay amounts due to
subcontractors or suppliers supplying labor or materials for the Project and only money
remaining after such payments are made may be used for other items such as the
Construction Management Fee. Monies paid by joint check shall be deemed to have been
paid fully to the Subcontractor or supplier named as a joint payee, unless the Department
agrees otherwise in writing. Any interest paid to Subcontractors or suppliers because the
Contractor has failed to pay them in timely fashion shall not be reimbursable as part of the
Cost of the Work.

Section 5.3.11. The Contractor shall not enter into any profit sharing, rebate, or
similar arrangement with any Subcontractor or supplier at any tier with respect to the
Project or the Work to be carried out for the Project.

Section 5.3.12. The Contractor shall not substitute or replace any Subcontractor
or supplier approved by the Department without the Department's Contracting Officer and
Department of Small and Local Business Development (“DSLBD”) prior written consent.

Section 5.3.13. The Department has the right to contact subcontractors or suppliers
at all tiers, or material or equipment suppliers directly to confirm amounts due and owing to
them or amounts paid to them for Work on the Project, and to ascertain from the
Subcontractors or suppliers at all tiers their projections of the cost to complete their work or
to supply their material or equipment, or the existence of any claims or disputes. In doing so
the Department shall not issue any directions to subcontractors or suppliers at any tier.

Section 5.3.14. 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 failure to pay, the Department may make payments to the subcontractor
or supplier and Contractor by joint check. If the payment was already made to the contractor,
the joint check be for future payments (if any).

Section 5.3.15. The Contractor shall be required to provide an evaluation of each
of its subcontractors’ performance by completing and submitting to the Department the
Subcontractor Performance Evaluation Form set forth as Exhibit N, as follows:

(a) Within ninety (90) days of initiating the Construction Phase; and
Page 31 of 99

(b) Within thirty (30) days after Final Completion of the Project.

Section 5.3.16. The Contractor must provide, for the CO's approval, a certificate
of insurance for each subcontractor before such subcontractor begins work.

Section 5.4 Weekly Progress Meetings & Schedule Updates.
The Contractor shall schedule and conduct, at a minimum, weekly progress meetings
following a Contractor generated agenda at which the Department, the A/E, the Program
Manager, the Contractor, and appropriate Subcontractors can discuss the status of the Work.
The Contractor shall prepare and promptly distribute meeting minutes. In addition, the
Contractor shall submit bi-weekly Schedule updates which shall reflect actual conditions of
Project progress as of the date of the update. The update shall reflect the actual progress of
construction, identify any developing delays, regardless of their cause, and reflect the
Contractor’s best projection of the actual date by which Substantial Completion and Final
Completion of the Project will be achieved. Via a narrative statement (not merely a critical path
method schedule), the Contractor shall identify the causes of any potential delay and state what,
in the Contractor's judgment, must be done to avoid or reduce that delay. The Contractor shall
point out, in its narrative, changes that have occurred since the last update, including those
related to major changes in the scope of work, activities modified since the last update, revised
projections of durations, progress and completion, revisions to the schedule logic or
assumptions, and other relevant changes. Any significant variance from the previous schedule
or update shall also be identified in a narrative, together with the reasons for the variance and
its impact on Project completion. All schedule updates shall be in a native format reasonably
acceptable to the Department (e.g., Primavera).

The Department may make reasonable requests during the Project for changes to the format or
for further explanation of information provided. Submission of updates showing that
Substantial Completion or Final Completion of the Project will be achieved later than the
applicable scheduled completion date shall not constitute requests for extension of time and
shall not operate to change the scheduled completion date(s). The Department’s receipt of, and
lack of objection to, any schedule update showing Substantial Completion or Final Completion
later than the dates agreed upon in the Project Schedule shall not be regarded as the
Department’s agreement that the Contractor may have an extension of time, or as a waiver of
any of the Department’s rights, but merely as the Contractor’s representation that, as a matter
of fact, Substantial Completion or Final Completion of the Project may not be completed by the
agreed upon date in the Project Schedule. Changes to the scheduled completion dates may be
made only in the circumstances and only by the methods set forth in this Agreement.

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

5.5.1. Construction Progress Update. Each monthly update shall contain
Page 32 of 99
a narrative description of the Project progress and a critical path method schedule in
Primavera format, including any plans to correct defective or deficient work or for
time lost due to delays.

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

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

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

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

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

5.5.7. Daily Log. The Contractor shall also maintain a daily log containing
a record of weather, subcontractors working on the site, number of workers, major
Page 33 of 99
equipment on the site, Work accomplished, problems encountered and other similar
relevant data as the Department may reasonably require. The log shall be available to
the Department, the A/E and the Program Manager, and on a monthly basis a copy of the
log shall be submitted to the Department.

5.5.8 Two Week Look Ahead Schedule. Upon commencement of initial
construction activities, the Contractor shall provide on a weekly basis a Two Week Look
Ahead Schedule. The Two Week Look Ahead Schedule shall be a sufficient detail to
allow the Department to fully understand the anticipated to be on going and complete.

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

Section 5.7 Key Personnel.

5.7.1. To carry out its duties, the C ontractor shall provide at least the key
personnel identified in Exhibit E to this Agreement (“Key Personnel”), who shall carry
out the functions identified in Exhibit E. Among other things, the Key Personnel shall
include: (i) the Project Executive; (ii) the Field Superintendent; (iii) the Project Manager
who will supervise the Project; (iv) the Project Manager who will supervise the
Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will
manage quality control and interact with the Department’s quality control representative
(Safety/Quality Assurance/Quality Control Manager) . It is contemplated that the Key
Personnel will work from the pre -construction stage throughout the completion of the
construction work . The C ontractor’s obligation to provide adequate staffing is not
limited to providing the Key Personnel, but is determine d by the needs of the Project.
The Contractor shall not replace any of the Key Personnel without the Department’s
prior written approval. If any of the Key Personnel become unavailable to perform
services in connection with the Agreement due to death, disability or separation from the
employment of the Contractor or any affiliate of the Contractor, then the Contractor shall
promptly notify the Departmen t’s Contracting Officer and propose a replacement
acceptable to the Department. The Department shall be entitled to complete information
before approving such replacement, including, but not limited to, a current resume of the
proposed replacement to include qualifications and experience.

5.7.2. Certain members of the Contractor’s Key Personnel shall be subject
to replacement fee for their removal or reassignment by the Contractor. Those members
of the C ontractor’s Key Personnel subject to the replacement fee as indicted in the
Project Summary Section of this Agreement shall be identified in Exhibit E as subject
to the replacement fee provision. In the event there is no delineation in Exhibit E of
Page 34 of 99
those members of the C ontractor’s Key Personnel subject to the replacement fee
provision of this Agreement, then all of the Key Personnel shall be subject to the
replacement fee provision of this Agreement.

5.7.3. Key Personnel Removal or Replacement Disincentive . If the
Contractor removes or reassigns one of the Key Personnel (excluding, however,
instances where such personnel become unavailable due to death, disability, or
separation from the employment of the C ontractor or any affiliate of the C ontractor
without the prior written consent of the Department's Contracting Officer, the
Contractor shall pay to the Department the sum of $25,000 for each replacement as a
replacement fee and not as a penalty, to reimburse the Department for its administrative
costs arising from the Contractor’s failure to provide the Key Personnel. The foregoing
replacement fee amount shall not bar recovery of any other damages, costs or expenses
other than the Department's internal administrative costs. In addition, the Department
shall have the right, to be exercised in its sole discretion, to remove, replace or to reduce
the scope of services of the Contractor in the event that a member of the key personnel
has been removed or replaced by the C ontractor without the consent of the
Department’s Contracting Officer . In the event the Department exercises the right to
remove, replace or to reduce the scope of services of the C ontractor, the Department
shall have the right to enforce the terms of the Agreement and to keep -in-place those
members of the Contractor's team not removed or replaced and the remaining members
shall complete the services required under the Agreement in conjunction with the new
members of the Contractor's team approved by the Department.

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

Section 5.9 Warranty.
The Contractor shall provide assistance to the Department and the Client Agency during
any applicable warranty period. The Contractor warrants to the Department that materials and
equipment furnished under the Contract Documents will be of good quality and new unless
otherwise required or permitted by the Contract Documents, that for the one (1) year period
following the Substantial Completion Date the Work will be free from defects not inherent in
the quality required or permitted, and that the Work will conform to the requirements of the
Contract Documents. The Contractor’s warranty excludes remedies for damage or defect caused
by abuse, modifications not executed by the Contractor, improper or insufficient maintenance,
improper operation, or normal wear and tear from normal usage. The Contractor shall use
commercially reasonable efforts to schedule a joint inspection of the Project during the eleventh
month after Substantial Completion is achieved. During such inspection, the Contractor and a
Page 35 of 99
representative of the Department shall walk the Project to identify any necessary warranty work.

Section 5.10 Open Book Reporting.
The Contractor shall maintain an open book reporting system with the Department,
allowing the Department or its consultants access to the Contractor’s Subcontractors and
material suppliers, invoices, purchase orders, Change Order estimates, records for Self-
Performed Work, and other relevant documentation and sources of information concerning the
Work or costs. The Department shall not use its access to the Subcontractors to give instructions
or directions to them. All instructions or directions shall be given only to the Contractor.

Section 5.11 Claims for Additional Time

Section 5.11.1. Time is of the essence of this Agreement. The GMP Basis
Documents must be submitted no later than the date set forth within the Project Information
Section and the Project must be Substantially Complete no later than the Substantial
Completion Date set forth within the Project Information Section above.

Section 5.11.2. The Contractor will perform the Work so that it shall achieve
Substantial Completion by the specified Substantial Completion Date. Unless the failure to
achieve Substantial Completion by the specified Substantial Completion Date is a result
of an Excusable Delay, as defined in Section 5.11.3 below, the delay shall be deemed
Non-Excusable and the Contractor shall not be entitled to an extension of time. Without
limiting the generality of the foregoing, delays for the following reasons shall be regarded
as Non- Excusable and shall not entitle the Contractor to an extension of time:

Section 5.11.2.1 Suspensions of work; Delays due to job site labor disputes, work
stoppages;

Section 5.11.2.2 Delays due to adverse weather, unless the Contractor establishes
that the adverse weather was of a nature and duration in excess of averages established
by data from the U.S. Department of Commerce, National Oceanic and Atmospheric
Administration for the Project locale for the ten (10) years preceding the effective date
of the Agreement. For purposes of this clause, weather shall only be deemed “adverse”
if the weather in question was more severe than that encountered at the Project site over the
last ten (10) years for the month in question. Such determinations shall be made based on
the number of rain/snow days or the cumulative precipitation total for the month in
question. Notwithstanding the foregoing, named storms shall conclusively be deemed
“adverse”;

Section 5.11.2.3 Delays due to the failure of the Contractor or Subcontractors
or material suppliers at any tier to perform in timely or proper fashion, without regard to
concepts of negligence or fault; or

Section 5.11.2.4 Delays due to site conditions whether known or unknown as of the
Page 36 of 99
effective date of the Agreement, foreseeable or unforeseeable at that time, naturally
occurring or man-made; provided, however, that delays due to differing Site Conditions as
permitted by Article 4, Section A of the Standard Contract Provisions (Construction
Contracts), or Hazardous Materials Remediation shall be deemed an Excusable Delay.

Section 5.11.3. The Contractor shall be entitled to an adjustment in the
Substantial Completion Date due to an Excusable Delay. The term “Excusable Delay”
shall mean:

Section 5.11.3.1 Delays due to adverse weather other than those that are classified
as a Non-Excusable delay in accordance with Section 5.11.2.2 of this Agreement;

Section 5.11.3.2 Delays due to acts of God, war, unavoidable casualties, civil
unrest, and other similar causes of delay that are beyond the control of the Contractor;
provided, however, that in no event shall a Non-Excusable Delay or the action or inaction
of the Contractor, or any of its employees, agents, Subcontractors or material suppliers be
deemed an Excusable Delay;

Section 5.11.3.3 Delays caused by differing Site Conditions as permitted by Article
4, Section A of the Standard Contract Provisions (Construction Contract), or Hazardous
Materials Remediation as contemplated in Section 5.11.2.4 of this Agreement;

Section 5.11.3.4 Delays due to suspensions of work by the Department; or

Section 5.11.3.5 Delays caused by the Client Agency or separate contractors of the
Client Agency to the extent such delays are not concurrent with delays caused by the
Contractor or any of its employees, agents, subcontractors or material suppliers.

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

Section 5.11.4. If the Contractor wishes to make a claim for an adjustment in
time allotted per the Project Schedule, written notice as provided herein shall be given to
the Contracting Officer and Program Manager . The Contractor’s claim shall include an
estimate of the cost and of the probable effect of delay on the progress of the Work. In the
case of continuing delay, only one claim is necessary.
Page 37 of 99
Section 5.11.5. In no event shall the Contractor be entitled to an increase in the
GMP, the Preconstruction Fee, or the Construction Management Fee as a result of either
an Excusable or Non-Excusable Delay; provided, however, that to the extent that a delay
is: (i) an Excusable Delay; (ii) of unreasonable duration; (iii) caused solely by the
Department; and (iv) not concurrent with any other delay, then the Contractor shall be
entitled to receive its actual costs, including all direct and indirect costs, bonds and
insurances resulting from such extended duration. It is understood that the Contractor
shall not be entitled to any profit or home office overhead, including, but not limited to,
an increase in the Construction Management Fee, on any amounts to which the Contractor
may be entitled pursuant to the preceding sentence.

Section 5.12 Site Safety and Clean-Up.

5.12.1. The Contractor will be required to provide a safe and efficient site, with
controlled access. As part of this obligation, the Contractor shall be responsible for
initiating, maintaining and supervising all safety precautions and programs in connection
with the Project, and shall comply with the requirements set forth in Article 16, Section F of
the Standard Contract Provisions (Construction Contract).

5.12.2. Safety Plan. Prior to the start of construction activities, the Contractor shall
prepare a safety plan for the Construction Phase conforming to OSHA 29 CFR 1926 (such
plan, the “Safety Plan”). This Safety Plan developed by the Contractor shall describe the
proposed separation and the specific nature of the safety measures to be taken including
fences and barriers that will be used and the site security details. This Safety Plan will be
submitted to the District for their review and approval prior to the commencement of
construction. Once the Safety Plan has been approved, the Contractor shall comply with the
plan at all times during construction. The Contractor shall be required to revise the Safety
Plan as may be requested by the Department or the Office of the Secretar y. The cost of
revising and complying with the plan shall not entitle the Contractor to an increase in the
GMP. The Contractor will not be permitted to commence the Construction Phase until the
Safety Plan is submitted and in no event shall any resulting d elay constitute an excusable
delay. Additionally, the Contractor shall comply with the requirements of Article 27, Section
A of the Standard Contract Provisions.

5.12.3. Safety Barriers/Fences. As part of its responsibility for Project safety, the
Contractor shall install such fences and barriers as may be necessary to separate the
construction areas of the site from the public. The Contractor shall describe in the Safety
Plan the proposed separa tion and the specific nature of the fences and barriers that will be
used.

5.12.4. Site Security. The Contractor shall be responsible for site security and shall
be required to provide necessary measures to protect the site from unwanted intrusion,
including but not limited to soliciting the services of the District’s Protective Services
Division (PSD) to provide additional security of the site if necessary.

Page 38 of 99
5.12.5. Exculpation. The right of the Department and the Office of the Secretary to
comment on the Safety Plan and the nature and location of the required fences and barriers
shall in no way absolve the Contractor from the obligation to maintain a safe site.

5.12.6. Temporary Power and Construction. The Contractor shall be responsible
for the cost of temporary power used during the construction of the Project, including, but
not limited to, the cost of installing such temporary wiring as may be required to bring power
to the site. The Contractor shall also be responsible for the cost of all temporary construction
necessary on the site.

5.12.7. Site Cleanliness. During the Agreement performance and/or as directed by
the Department, as the installation is completed, the Contractor shall ensure that the site is
clear of all extraneous materials, rubbish, or debris.

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

5.13.1. Workhours. The Contractor shall comply with the Noise Ordinance and
neither it nor its subcontractors shall undertake work on the Project site other than at the
times and sound level permitted by the Noise Ordinance.

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

5.13.3. Parking. The Contractor shall organize its work in such a manner so as to
minimize the impact of its operations on the surrounding community. To the extent that the
number of workers on the site is likely to have an adverse impact on neighborhood parking,
the Contractor shall develop a parking plan for those individuals working on the site that is
reasonably acceptable to the Department.

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

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

5.13.6. Supervision. Throughout the Work, the construction office shall be
managed by personnel competent to oversee the Work at all times while construction is
Page 39 of 99
underway. Such personnel shall maintain full-time, on-site construction supervision and
provide daily inspections, quality control, monitoring, coordination of various trades,
record drawings, and daily work log.

Section 5.14 Close-out & FF&E.
Section 5.14.1. A detailed list of FF&E requirements will be developed and
submitted to the Department as part of the GMP Proposal..

Section 5.14.2. Punchlist. Prior to the Substantial Completion date, the
Contractor shall develop a punch list. Once the punch list is prepared, the Contractor shall
inspect the Work along with representatives from the Department. The punch list shall be
revised to reflect additiona l work items that are discovered during such inspection. The
Contractor shall correct all punch list items no later than the Final Completion Date.

Section 5.14.3. Warranties & Manuals. Subsequent to Substantial Completion
Date and no later than fifteen (15) days following the Substantial Completion Date, the
Contractor shall prepare and submit the following documentation: (i) a complete set of
product manuals (O&M), training videos, warranties, etc.; (ii) attic stock; (iii) an equipment
schedule; (iv) a proposed schedule of maintenance for the new building; (v) environmental,
health and safety documents for the new building; and (vi) all applicable inspection
certificates/permits (boiler, elevator, emergency evacuation plans, health inspection, etc.) for
the new building. No later than thirty (30) days following the Substantial Completion Date,
the Contractor shall prepare and submit: (i) a complete set of its Project files; (ii) a set of
record drawings; and (iii) any additional documentation required by the Turnover Protocol
Document listed in Exhibit U.

Section 5.14.4. Eleven Month Walk. The Contractor shall use commercially
reasonable efforts to schedule a joint inspection of the Project during the eleventh month
after Substantial Completion is achieved. During such inspection, the Contractor and a
representative of the Department shall w alk the Project to identify any necessary warranty
work.

Section 5.14.5. Support for Initial Heating & Cooling Season. The Contractor
and its mechanical subcontractor shall provide support to the Office of the Secretary and the
Department during system start -up and in initial operation for the first heating and cooling
season after Substantial Completion is achieved, if required.

Section 5.14.6. Training. The Contractor shall provide training to Office of the
Secretary and the Department staff on all of the building systems, as applicable. The
Contractor shall be required to schedule such training sessions and shall use commercially
reasonable efforts to ensure all such training occurs prior to the Final Completion Date.

Section 5.14.7. The Contractor shall assist Client Agency in relocating FF&E and
other items as necessary within the renovated building, as well as for cleaning and other
move-in services as directed by the Department. The GMP shall include an allowance and
Page 40 of 99
scope of work for these activities. This allowance is in addition to cleaning services that
would otherwise be required by the Contractor, including, but not limited to, the obligation
to deliver a broom-clean building at the end of construction.

Section 5.15 Salvaged and Stored Items.
The Contractor shall be responsible for salvaging and storing all items as identified by
the Department, and to the benefit of the Department, in accordance with all applicable District
laws and regulations, after notifying the Department and receiving the Department’s permission
to proceed.

Section 5.16 Sediment and Erosion Control.
The 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 5.17 Quality Control.

5.17.1. General Obligation. The Contractor shall be responsible for all activities
necessary to manage, control, and document the Work to ensure compliance with Contract
Documents. The Contractor’s responsibility includes ensuring adequate quality control
services are provided by the Contractor’s employees and its subcontractors at all levels.
The work activities shall include safety, submittal management, document reviews,
reporting, and all other functions related to quality construction.

5.17.2. Quality Control Plan. The Contractor shall develop a quality control plan
for the Project (the “Quality Control Plan”). A draft of the Quality Control Plan shall be
submitted to the Department and shall be subject to the Department’s review and approval.
The Quality Control Pla n shall be tailored to the specific products/type of construction
activities contemplated in the Design Development Documents, and in general, shall include
a table of contents, quality control team organization, duties/responsibilities of quality
control personnel, submittal procedures, inspection procedures, deficiency correction
procedures, documentation process, and a list of any other specific actions or procedures that
will be required for key elements of the Work.

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

Page 41 of 99
Section 5.18 Acceleration.
Subject to the terms of this Section, the Department shall have the right to direct
the Contractor to accelerate the Work if, in the reasonable judgment of Department: (i) the
Contractor fails to supply a sufficiency of workers or to deliver the materials or equipment
with such promptness as to prevent the delay in the progress of the Work; or (ii) the
progress of the Work otherwise materially falls behind the projections contained in the then
currently approved Project Schedule. In the event that the Department or its Program
Manager determine that either of the events specified in the preceding sentence have
occurred, the Department shall provide the Contractor with written notice of such event
and the Contractor shall be required to provide the Department wi t h a schedule recovery
plan (“Recovery Plan”) that is reasonably designed to address the concerns raised in such
notice within three (3) days after receipt of such notice. If the Department and the
Contractor are unable to agree on the terms of the Recovery Plan within five (5) days
after the issuance of the notice (i.e. within forty eight (48) hours after the receipt of the
proposed Recovery Plan), the Department shall have the right to direct such acceleration
as the Department, in its reasonable judgment, deems necessary. Provided Department
complies with the notice provisions of this Section, the cost of any acceleration directed
under this Section shall not justify an adjustment to the GMP or the Substantial Completion
Date.

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

Section 5.19 Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right to direct
the Contractor to revise the provisions of the Quality Control Plan if, in the reasonable
judgment of the Department, the craftsmanship of the Work being installed fails to comply
with generally applicable industry standards, requirements set forth in the Specifications
that are reasonably related to the quality of craftsmanship quality, or any provisions set
forth in this Agreement (each a “Quality Control Event”). In the event that the Department
or its Program Manager determine that a Quality Control Event has occurred, the Department
shall provide the Contractor with written notice of the occurrence of such Quality Control
Event and the Contractor shall be required to provide the Department with a corrective action
plan that is reasonably designed to address the concerns raised in such notice within three
(3) days after receipt of such notice (each instance, a “Corrective Action Plan”). If the
Department and the Contractor are unable to agree on the terms of the Corrective Action
Plan within five (5) days after the issuance of the notice (i.e. within forty eight (48) hours
after the receipt of the proposed corrective action plan), the Department shall have the right to
direct such corrective action measures as the Department, in its reasonable judgment, deems
necessary. Such directive may include adjustments to the procedural provisions set forth in
the Quality Control Plan and/or may impose additional requirements on the manner in which
Work is being performed. Provided the Department complies with the notice provisions of this
Page 42 of 99
Section, the cost of any such corrective action directed under this Section shall not justify
an adjustment to the GMP on the Substantial Completion Date.

Section 5.20 Use of ProjectTeam.
The Contractor shall utilize the Department’s ProjectTeam system to submit any and all
documentation required to be provided by the Contractor for the Project, including or other web-
based document management system to submit any and all documentation requ ired to be
provided by the Contractor, including, but not limited to: (i) requests for information; (ii)
submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full package including
all forms required by the Department); (v) certified payrolls (in addition to upload via LCP
Tracker); (vi) drawings and specifications; (vii) punchlist; and (viii) other documents as may be
designated by the Department.
Section 5.20.1 Invoice Submittal. The C ontractor shall create an d submit payment
requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The
Contractor shall submit proper invoices on a monthly basis. To constitute a proper invoice, per
Article 8 of the Standard Contract Provision, 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 5.21 Conformance with Laws.
It shall be the responsibility of the Contractor to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all applicable laws, codes,
ordinances, regulations, rules, requirements, orders, and policies of governmental bodies,
including, without limitation, the U.S. Government and the District of Columbia
government; and it is the sole responsibility of the Contractor to determine the
Procurement Regulations, statutes, laws, codes, ordinances, regulations, rules, requirements
and orders that apply and their effect on the Contractor’s obligations thereunder.

Section 5.22 Construction Phase Deliverables.

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

Section 5.23 Close-Out Deliverables.

The deliverables set forth in Exhibit D are required during the Project’s Close-Out and
prior to Final Payment.

Section 5.24 Licensing, Accreditation and Registration.
The Contractor and all of its subcontractors and subconsultants (regardless of tier) shall
comply with all applicable District of Columbia, state, and federal licensing, accreditation, and
registration requirements and standards necessary for the performan ce of the Agreement.
Page 43 of 99
Without limiting the generality of the foregoing, all drawings shall be signed and sealed by a
professional architect or engineer licensed in the District of Columbia.

Section 5.25 Protection of Existing Elements.
The Contractor shall ensure the protection of all existing features, public utilities, and
other existing structures during construction. The Contractor shall ensure the protection of
existing, site improvements, trees and shrubs from damage during constru ction. Protection
extends to the root systems of existing vegetation. The Contractor shall not store materials or
equipment, or drive machinery, within drip line of existing trees and shrubs.

Section 5.26 Hazardous Materials. The Contractor’s scope of work includes the abatement
and removal of hazardous materials found anywhere on or within the Project site. In performing
such work, the Contractor shall comply with all laws, including, without limitation, the
requirements of the Environmental Protection Agency and all jurisdictional agencies and all laws
relating to safety, health welfare, and protection of the environment, in removing, treating,
encapsulating, passivating, and/or disposing of hazardous materials, including, but not limited
to, removal, treatment, encapsulation, passivation, and/or disposal of the hazardous materials. If
any notices to governmental authorities are required, the Contractor shall also give those notices
at the appropriate times. The Contractor shall ensure abatement subcontractors and disposal sites
are appropriately licensed and qualified. In addition, the Contractor shall ensure that any
subcontractors involved in the abatement of hazardous materials maintain a c ontractor’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 ten (10) years after Substantial Completion of the Project,
and that any disposal site to which hazardous ma terials are taken carries environmental
impairment liability insurance for the duration of the Project and a period of ten (10) years after
Substantial Completion of the Project. The Contractor’s obligations under this Section 5.26 shall
include signing (a s the agent for the Department) any manifests required for the disposal of
hazardous materials.
Page 44 of 99
Article 6 - DESIGNATED REPRESENTATIVES

Section 6.1 Department’s Designated Representative.
The Department designates the individual(s) identified in Exhibit H as its representative
with express authority to bind the Department with respect to all matters requiring the
Department’s approval or authorization. Subject to the limitations on their authority specified
in Exhibit H, these representative(s) shall have the exclusive authority to make decisions on
behalf of the Department concerning estimates and schedules, construction budgets, changes in
the Work, and execution of Change Orders or Change Directives, and shall render such
decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in
the services or performance of the Work of the Contractor. In order for the Department to
effectively manage the Project and assure that the Contractor does not receive conflicting
instructions regarding the Work, the Contractor shall promptly notify the Department’s
representative upon receiving any instructions or other communication in connection with the
Contractor’s Work from any employee of the Department or other purported agent of the
Department other than the Department’s designated representative.

Section 6.2 Contractor’s Designated Representative.
The Contractor designates the individual(s) identified in Exhibit G, as its representative
with express authority to bind the Contractor with respect to all matters requiring the
Contractor’s approval or authorization. In addition, the Department retains the right to approve
candidates to serve as on-site personnel in accordance with each candidate’s experience with
similar projects and local marketplace conditions. Once approved, individuals cannot be
changed without the Department’s prior approval. During the entire term, it is agreed that the
Contractor’s designated representative will devote his or her time exclusively to the Project,
unless the Department consents to a reduction in time. All services provided by the Contractor
shall be performed in accordance with the highest professional standards recognized and
adhered to by contractors that build first-class state-of-the-art buildings and projects that are
similar to the Project in large urban areas.
Page 45 of 99
Article 7 - COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION
PHASE SERVICES

Section 7.1 Compensation

Section 7.1.1. The Department shall compensate and make payments to the
Contractor for preconstruction services in accordance with Article 7 and Article 10 of this
Contract. For preconstruction services, the Contractor’s compensation shall be as set
forth in the Project Information Section of this Contract (the “Preconstruction Fee”). The
Preconstruction Fee shall be the Contractor’s sole compensation for Preconstruction
Phase Services. The Preconstruction Fee shall include, but not be limited to, amounts
necessary to compensate the Contractor for:

• Profit;
• Home Office Overhead;
• Cost of preconstruction staff;
• Fringe Benefits associated with staff costs;
• Payroll taxes associated with staff costs;
• Staff costs associated with obtaining permits and approvals during
the Preconstruction Phase;
• Out-of-house consultants;
• Travel, Living and Relocation expenses;
• Job vehicles;
• Office equipment including but not limited to:
o Computer hardware and software;
o Fax machines; and
o Copying machines;
• Office supplies;
• Telephone; and
• Local delivery and overnight delivery costs.

Section 7.2 Payments

Section 7.2.1. Payments for Preconstruction Phase Services shall be made monthly
over the anticipated duration of the Preconstruction Phase following presentation and
acceptance of the Contractor’s invoice and shall be in proportion to services performed.
In no event, however, will the aggregate of the C ontractor’s monthly invoices for
Preconstruction Phase Services exceed the Preconstruction Fee.

Section 7.2.2 Payments are due and payable in accordance with Article 10 of
this Agreement. Amounts unpaid after the date of which payments due shall bear interest in
accordance with the Quick Payment Act.

Page 46 of 99

Article 8 - COMPENSATION FOR CONSTRUCTION PHASE SERVICES

Section 8.1 Compensation.
8.1.1. The Department shall compensate and make payments to the Contractor
for Construction Phase Services in accordance with this Article 8 and Article 10. For
the Construction Phase Services, the Contractor’s compensation shall be as set forth
in the Project Information Section of this Agreement (the “Construction Management
Fee”). The Contractor acknowledges and agrees that the percentage of the total amount
of the Construction Management Fee set forth in the Project Information Section of
this Agreement is at risk (the “At Risk Portion”), and the Contractor shall only be
entitled to the At Risk Portion as set forth below. Unless and until the Contractor’s
entitlement to any subset of the At Risk Portion is determined by the Department, the
Contractor shall only be entitled to bill for the portion of the Construction Management
Fee that is not at risk (the “Base Construction Management Fee”). The Base
Construction Management Fee shall be billed in accordance with Article 10, to be
paid in equal monthly installments over the anticipated duration of the Construction
Phase. To the extent that the duration of the Agreement is extended, the then remaining
amounts of the Base Construction Management Fee will be re-allocated such that the
then existing portion of the Base Construction Management Fee shall be evenly spread
over the then remaining duration of the Construction Phase.

8.1.2. Award Fee Pool. The At Risk Portion shall be used to establish and fund
an award fee pool (“the Award Fee Pool”). Within sixty (60) days after approval and full
execution of this Agreement, the Department shall appoint a committee that will
determine entit lement to the Award Fee Pool (such committee, the “Award Fee
Evaluation Committee”). The Award Fee Evaluation Committee will consist of: (i) the
Department’s Deputy Director for Capital Construction; (ii) a senior representative from
Client Agency; and (iii) a senior member of the Program Management team that is not
involved in the day-to-day management of this Project that is acceptable to both Parties.

8.1.3. The Contractor may earn the At-Risk Portion of the Construction
Management Fee in accordance with Exhibit M.

Section 8.2 Lump Sum General Conditions Cost.
The Contractor shall not be entitled to recover more than the amount set forth in the
Project Information Section of this Agreement for the Cost of General Conditions (such
amount, the “Lump Sum General Conditions Cost”). If, as a result of any Change Order(s) or
Change Directive(s): (i) the Project durations extends 30 days or more beyond the Substantial
Completion Date; and (ii) the Contractor can demonstrate to the satisfaction of the
Department that such additional Costs of General Conditions are reasonable and not due to
any fault of the Contractor, its Subcontractors, materialmen, consultants or anyone making
claims thereunder, the Contractor may request a Change Order to adjust the Lump Sum
Page 47 of 99
General Conditions Cost. To the extent the Contractor incurs Costs of General Conditions in
excess of the Lump Sum General Conditions Cost, the Contractor shall not be entitled to
reimbursement for such amounts unless the Department authorizes, in writing, an increase to
the Lump Sum General Conditions Cost. Nonetheless, in such an event, if the Contractor
exceeds the Lump Sum General Conditions Costs, the Contractor shall continue to be required
to adequately staff the Project.

Section 8.3 Initial Not-to-Exceed Amount.
Unless and until the GMP Amendment is executed and approved by the Council for
the District of Columbia, this Agreement shall have an initial not-to-exceed amount as set
forth in the Project Information Section of this Agreement (the “Initial NTE”). In no event
shall the Contractor be entitled to recover more than the Initial NTE unless the Contractor is
authorized to exceed the Initial NTE by the Department in advance and in writing. Prior to
expending or committing any portion of the Initial NTE, the Contractor shall obtain the
Department’s written approval of such expenditure or commitment, as well as a
determination as to whether the work will qualify as a “capital” expense under the
Department’s financial guidelines. In making such a request, the Contractor shall submit
an itemized breakdown of the work that the Contractor seeks to release using funds from the
Initial NTE as well as the associated costs of such work.

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

Section 8.5 No Adjustments to Fee.
It is the Department’s intent to engage the Contractor to develop a GMP that meets
the Program Requirement of the Client Agency set forth in Exhibit A1 and the Project Budget
as set forth herein (i.e. built to budget), to allow for Substantial Completion of the Work to be
achieved no later than the Substantial Completion Date. The Contractor shall be entitled to an
adjustment to the Construction Management Fee at the time the GMP is established to the
extent, and only to the extent, that: (i) the Department makes additions to the scope that, when
measured relative to the program, cause the GMP to exceed the Project Budget by more than
ten percent (10%); or (ii) the Department makes additions to the scope provided for herein
which (other than for punchlist or warranty work) requires the Contractor’s services at the
Project beyond November 16, 2027. With regard to Change Orders issued after the GMP is
established, the Contractor shall be entitled to an increase in the Construction Management Fee
to the extent, and only to the extent, that: (i) the Department has added a new programmatic
element to the Project; or (ii) the Depa rtment made additions to the GMP scope which (other
than punchlist or warranty work) require the Contractor’s services at the Project to extend 30
days or more beyond the Substantial Completion Date.

Page 48 of 99

Section 8.6 Markup on Trade Work.

The maximum markup for change order work shall be in accordance with Section 17.11.

Section 8.7 Direct Cost of Work

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

Section 8.7.1 Labor. Payment will be made for direct labor cost plus indirect
labor cost such as insurance, taxes, fringe benefits and welfare provided such
costs are considered reasonable. Indirect costs shall be itemized and verified by
receipted invoices. If verification is not possible, up to five percent (5%) of
direct labor costs may be allowed.
Section 8.7.2 Rented Equipment. Payment for required equipment rented from
an outside company that is neither an affiliate of, nor a subsidiary of, the
Contractor will be based on receipted invoices which shall not exceed rates given
in the current edition of the Rental Rate Blue Book for Construction Equipment.
If actual rental rates exceed manual rates, written justification shall be
furnished to the Contracting Officer for consideration. No additional allowance
will be made for overhead and profit. The Contractor shall submit written
certification to the Contracting Officer that any required rented equipment is
neither owned by nor rented from the Contractor or an affiliate of or subsidiary
of the Contractor.
Section 8.7.3 Contractor’s Equipment . Payment for required equipment
owned by the Construction Management or an affiliate of the Contractor will be
based solely on an hourly rate derived by dividing the current appropriate
monthly rate by 176 hours. No payment will be made under any circumstances
for repair costs, freight and transportation charges, fuel, lubricants, insurance, any
other costs and expenses, or overhead and profit. Payment for such equipment
made idle by delays attributable to the Government will be based on one-half
the derived hourly rate under this subsection.
Section 8.7.4 Materials. Incorporated and unincorporated materials as
permitted under Section 9.1.2 (b) and 9.1.2 (c).
Section 8.7.5 Direct Cost of the Work does not, however, include home office
overhead, field supervision, general conditions, or profit of either the
Subcontractor or the Contractor. No personnel above the level of a working
foreman shall be considered a Direct Cost of the Work.
Page 49 of 99
Article 9 - COST OF THE WORK FOR CONSTRUCTION PHASE
Section 9.1 Cost of the Work.
The term “Cost of the Work” shall mean the costs necessarily incurred by the Contractor in the
proper performance of the Work and shall include only the following:

Section 9.1.1. Payments made by the Contractor to Subcontractors and
suppliers, other than design subconsultants, but only in accordance with the
subcontracts and supply agreements;

Section 9.1.2. All amounts due to the Contractor under the terms of
the Department's written authorization for the Contractor to perform any portion of the
Work as Self-Performed Work. If an authorization for the Contractor to engage in Self-
Performed Work is not on a fixed-price basis, then, as to that Work, the following
costs shall be within the Cost of the Work:

(a) Labor. Properly documented wages actually paid to Project foremen,
construction workers, and other personnel in the direct employ of the Contractor, while engaged
in approved Self-Performed Work, together with contributions, assessments, payroll taxes, or
fringe benefits required by the laws or applicable collective bargaining agreements.

(b) Incorporated Materials. The cost, net of trade discounts, of all materials,
products, supplies and equipment incorporated into the Self -Performed Work, including,
without limitation, costs of transportation and handling.

(c) Unincorporated Materials. The cost of materials, products, supplies and
equipment not actually installed or incorporated into the Self-Performed Work, but required to
provide a reasonable allowance for waste or spoilage, subject to the Contractor's agreement to
turn unused excess materials over to the Department at the completion of the Project or, at the
Department's option, to sell the material and pay the proceeds to the Department or give the
Department a credit in the amount of the proceeds against the Cost of the Work.

Section 9.1.3. Royalty and license fees paid for use of a design, process
or product, if its use is required by this Agreement or has been approved in advance by
the Department;

Section 9.1.4. Fees for obtaining all required approvals or permits
associated with any abatement, demolition, utilities abandonment, and utility relocation
(including utility connection fees), including any and all building and/or trade permits
fees;

Page 50 of 99
Section 9.1.5. All performance and payment bonds and general liability
insurance. The Department may, in its sole discretion, allow the Contractor to recover
the costs of subcontractor default insurance at a mutually agreed upon rate in lieu of
trade level bonds, provided that such insurance be approved by the Department in
advance and after being presented with a cost-benefit analysis of such use;

Section 9.1.6. All fees and other costs necessarily incurred to carry
out testing and inspection required by the Agreement or applicable laws, or otherwise
to maintain proper quality assurance. The costs the Contractor incurs to schedule and
coordinate any additional testing and inspections the Department may decide to conduct
itself shall be within Cost of the Work unless the additional testing establishes that the
Work tested was defective or otherwise failed to satisfy requirements set forth in the
Agreement, in which case the Contractor shall pay the costs, without reimbursement;

Section 9.1.7. All bonds to jurisdictional agencies (utilities, storm
water management, land disturbance, and grading);

Section 9.1.8. The Lump Sum General Conditions Cost; and

Section 9.1.9. Costs of repairing or correcting damaged or
nonconforming Work executed by the Contractor, Subcontractors or suppliers,
provided that such damaged or nonconforming Work was not caused by negligence
or failure to fulfill a specific responsibility of the Contractor, and only to the extent
that the cost of repair or correction is not recoverable by the Contractor from
insurance, sureties, Subcontractors or suppliers. It is understood that the cost of
repairing, correcting damaged or nonconforming Work that was Self-Performed shall
not be reimbursable in any event.

Section 9.2 Lump Sum General Conditions Cost.
The Contractor’s Lump Sum General Conditions Cost shall be the extent of what the Contractor
is entitled to recover for the cost of General Conditions , as set forth in the Project Information
Section of this Agreement. General Conditions may include, but are not limited to:

a. Cost of construction staff;
b. Fringe Benefits associated with construction staff;
c. Payroll taxes and payroll insurance associated with construction staff;
d. Staff costs associated with obtaining permits and approvals;
e. Out-of-house consultants, including, but not limited to, permit expeditors, safety
managers, and schedulers;
f. Job vehicles;
g. The field office(s) for the CMAR and Department, including, but not limited to:
Page 51 of 99
(i) trailer purchase and/or rental; (ii) field office installation, relocation and
removal; (iii) utility connections and charges during the Construction Phase; (iv)
furniture; and (v) office supplies;
h. Office equipment including, but not limited to: (i) computer hardware and
software; (ii) fax machines; (iii) copying machines; (iv) voice/data system
installation and use charges; (v) job radios;
i. Local delivery and overnight delivery costs;
j. Field computer network;
k. First aid facility;
l. Printing cost for drawings, bid packages, etc.;
m. BIM Cost (software, seats, hardware);
n. Parking costs for the construction staff;
o. Salting sidewalks and shoveling snow on sidewalks that surround the site; and
p. Exterior site fencing, fence wrapping and construction signage.

Section 9.3 Costs Not to Be Reimbursed.
All costs not specifically listed in Section 9.1 as being within the Cost of the Work are
excluded from the Cost of the Work and shall not be reimbursable. In particular, but without
limitation, the Cost of the Work does not include any of the following:
Section 9.3.1 Any personnel or labor costs other than those provided for in
Section 9.1.2. (a);
Section 9.3.2 Fees for any permits or licenses the Contractor requires to conduct
its general business operations;
Section 9.3.3 Capital expenses and interest on capital employed for the Work;
Section 9.3.4 Direct or indirect costs of any kind, except those expressly
included in Section 9.1;
Section 9.3.5 Sales or use taxes, unless the Contractor establishes that applicable
law required payment of such taxes;
Section 9.3.6 Costs due to the errors or omissions of the Contractor or its
Subcontractors or suppliers at all tiers, negligent or otherwise;
Section 9.3.7 Costs dues to breach of the Agreement by the Contractor or its
Subcontractors or material suppliers at all tiers, including, without limitation, costs arising
from defective or damaged Work or its correction, disposal of materials or equipment
erroneously supplied, and repairs to property damaged by the Contractor or its
Subcontractors or material suppliers at all tiers;
Section 9.3.8 Any costs incurred in performing work of any kind before
Preconstruction NTP, unless specifically authorized by the Department in advance and in
writing;
Section 9.3.9 The cost of home or regional offices, it being understood that
compensation for such costs included in the Construction Management Fee and Award
Fee.

Page 52 of 99
Section 9.4 Discounts, Rebates And Refunds.

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

Section 9.4.2 Amounts that accrue to the Department in accordance with the
provisions of Section 9.4.1 shall be credited to the Department as a deduction from the Cost of
the Work.

Section 9.5 Facilitating Tax Exempt Purchases.
The Department expects that the Project will qualify as tax-exempt under applicable
laws. Upon request, the Department will provide the Contractor with the necessary information
relating to the tax exemption. In the event any savings are attributable to the tax- exempt
status of the Project, the Contractor shall not be entitled to share in such savings.

Section 9.6 Accounting Records.

The Contractor shall keep full and detailed accounts and exercise such controls as may be
necessary for proper financial management under the Agreement. The Contractor’s
accounting and control systems shall be satisfactory to the Department. The Department, its
representatives, and the Department’s accountants shall be afforded access to the Contractor’s
records, books, correspondence, instruction, drawings, receipts, subcontracts, purchase orders,
vouchers, memoranda and other data relating to this Project, and the Contractor shall preserve
such documentation relating to the Project for a period of three years after final payment, or
for such longer period as may be required by law.

Section 9.6.1 Before NTP, unless specifically authorized by a duly authorized
Contracting Officer of the Department in advance and in writing;
Section 9.6.2 The cost of home or regional offices, it being understood that
compensation for such costs included in the Construction Management Fee; and
Section 9.6.3 Except as provided in Section 9.1.10 of this Agreement, costs due
to the errors or omissions of the Contractor or its Subcontractors or suppliers at all tiers,
negligent or otherwise.

Section 9.7 Excluded Cost Elements.
It is the Department’s intent that the Contractor provide a turnkey solution for the
implementation of the Project, and the Project Budget set herein has been developed based on
such framework. The Contractor shall advance the Project in a manner consistent with the
Project Budget with the understanding that only the following cost elements shall be
Page 53 of 99
excluded from the Project Budget set forth herein:

Section 9.7.1 Design by Architect/Engineer and its sub-consultants;
Section 9.7.2 3rd Party Material Testing;
Section 9.7.3 Commissioning;
Section 9.7.4 3rd Party Inspections;
Section 9.7.5 Costs of active Client Agency equipment; and
Section 9.7.6 3rd Party Plan Review.
Page 54 of 99
Article 10 - CONSTRUCTION PHASE PAYMENTS

Section 10.1 Progress Payments.
The Contractor shall be compensated in a series of progress payments and a Final
Payment, for Work completed in accordance with the Agreement, and for which proper
Applications for Payment have been submitted and approved. The amount of each progress
payment shall be as follows:

The Cost of Work completed to date

Plus Cost of Work for Pay Period x 75% of Construction Management Fee (i.e.
Construction Management Fee not at risk)

Current approved estimated
Cost of Work through Final Completion

Plus Any subset of the At Risk Portion of the Construction Management Fee to which the
Department has determined the Contractor to be Entitled

Minus Applicable retainage

Minus Amounts previously paid by the Department

Section 10.2 Retention.
The Department shall withhold from each progress payment an amount equal to
ten percent (10%) of the payment related to: (i) each subcontract and supply agreement; (ii)
the Preconstruction Fee; (iii) Construction Management Fee; (iv) General Conditions Costs; and
(v) the Cost of the Work related to each item of Self-Performed Work, until such time as
fifty percent (50%) of the then currently budgeted cost associated with each such item has
been invoiced, at which point the Department may cease retaining against such item;
provided, however, that retention shall not be held on the costs of bonds, insurances, and those
elements of the general requirements which consist of a single, insolated effort such as dumpster
disposal and safety carpentry. The Department may elect to increase the retention on any trade
Subcontractor up to ten percent (10%) in the event the Department determines that the situation
so warrants. The Department, in its sole and absolute discretion, may elect to reduce the
retainage relating to a particular trade Subcontractor, or the Cost of the Work related to a
specific item of Self- Performed Work to zero upon: (a) satisfactory completion of such Work;
(b) submission of all required warranties, certifications, and operating or maintenance
instructions with respect to that Work; and (c) execution of appropriate waivers of lien and
releases of claims. However, in no event shall the total retainage held by the Department be
reduced to an amount that is less than two and one-half percent (2.5%) of the GMP.
Page 55 of 99
Section 10.3 Documents Required with Application for Payment.
Each Application for Payment shall be accompanied by the Contractor’s job cost
ledgers in a form satisfactory to the Department, the Subcontractors’ and Suppliers’
Applications for Payment on AIA Documents G702 and G703 or other form acceptable to
the Department, and such other supporting documentation as the Department may reasonably
request. Each Application for Payment shall include detailed documentation of costs as
a condition to approving progress payments, but the Contractor shall nevertheless maintain
complete documentation of the costs. An executed Release of Liens and Claims in the format
required by the Contracting Officer must accompany each Application for Payment.

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

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

Section 10.5.1. all amounts paid to the Contractor on the previous Application for
Payment that were attributable to subcontractor Work or to materials or equipment being
supplied by any supplier have been paid over to the appropriate subcontractors and suppliers;

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

Section 10.5.3. that all Work, materials or equipment for which payment is sought is,
to the best of the Contractor's knowledge, free from defect and meets all of the requirement set
forth in the Agreement.
Section 10.5.4. that the Contractor’s subcontracts include the clauses required by
subparagraphs (1) through (4) of D.C. Official Code §2-221.02(d) (2017); and

Section 10.5.5. The Contractor shall not include in an Application for Payment amounts
for Work for which the Contractor does not intend to pay.

Page 56 of 99
Section 10.6 Lien Waivers.
Each Application for Payment shall be accompanied by written waivers of the right to
file a mechanic’s lien and all other claims, in a form substantially similar to Exhibit J
for the Contractor and all Subcontractors and material suppliers at all tiers who have supplied
labor or material or both for which payment is requested, subject only to receipt of payment.
If the Department so requests, the Contractor shall also submit unconditional waivers of liens
for itself and all Subcontractors and material suppliers at all tiers with respect to Work or
materials or equipment for which payment has been previously made, and additional forms
of waiver acknowledging receipt of final payment under the Agreement, and providing final
release of such liens.

Section 10.7 Warranty of Title.
By submitting an Application for Payment, the Contractor warrants to the Department
that title to all Work for which payment is sought will pass to the Department, without
liens, claims, or other encumbrances, upon the receipt of payment by the Contractor. The
Department may require execution of appropriate documents to confirm passage of clear title.
Passage of title shall not operate to pass the risk of loss with respect to the Work in question.
Risk of loss remains with the Contractor until Substantial Completion, unless otherwise
agreed by the Department, in writing.

Section 10.8 Submission.
On the twenty-fifth day of each month the Contractor shall submit to the Department
(with a copy to the Program Manager) an Application for Payment, which Application for
Payment shall cover the entire month during which the Application for Payment is submitted.
All amounts formally submitted via Application for Payment and not disputed by the
Department shall be due and payable on the last day of the month following submission or, if
that is not a business day, on the following business day. If the Contractor and Department
are unable to agree on the amounts properly due and owing, the Department shall pay in
accordance with its good faith determination and the Contractor may protest and pursue a
claim as provided in this Agreement and the Standard Contract Provisions (Construction
Contract).

Section 10.8.1 Invoice Submittal. The Contractor shall create and submit payment
requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov.
The Contractor shall submit proper invoices on a monthly basis. To constitute a proper
invoice, the Contractor shall enter all required information into the Portal after selecting the
applicable purchase order number which is listed on the Contractor’s profile.

Section 10.9 Right to Withhold Payments.
The Department will notify the Contractor within fifteen (15) days after receiving any
Application for Payment of any defect in the Application for Payment or the Contractor’s
performance which may result in the Department’s declining to pay all or a part of the
requested amount. The Department may withhold payment from the Contractor, in whole or
part, as appropriate, if:

Page 57 of 99
Section 10.9.1 the Work is defective and such defects have not been remedied; or

Section 10.9.2 the Department has determined that the Contractor’s progress has fallen
behind the Project Schedule, and the Contractor fails, within ten (10) calendar
days of the Department’s written demand, to provide the Department with a
realistic and acceptable Recovery Plan in accordance with Section 5.18; or

Section 10.9.3 the Contractor's monthly schedule update reflects that the Contractor has
fallen behind the Project Schedule, and the Contractor fails to include, in the
same monthly report, a realistic and acceptable Recovery Plan in accordance
with Section 5.18; or

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

Section 10.9.5 the Contractor has failed to pay Subcontractors or suppliers promptly or
has made false or inaccurate certifications that payments to Subcontractors
or suppliers are due or have been made; or

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

Section 10.9.7 the Department has reasonable evidence that the Work will not be
completed by the Substantial Completion Date, as required, that the unpaid
balance of the GMP would not be adequate to cover actual or liquidated
damages arising from the anticipated delay; or

Section 10.9.8 the Department has reasonable evidence that the Work cannot be
completed for the unpaid balance of the GMP; or

Section 10.9.9 the Contractor is otherwise in substantial breach of this Agreement
(including, without limitation, failures to comply with LSDBE Utilization
requirements; or

Section 10.9.10 the Application for Payment is incomplete, unsubstantiated
and/or does not contain sufficient documentation for evaluation by the Contracting
Officer.

Section 10.10 Payment Not Acceptance.
Payment of any progress payment or final payment shall not constitute acceptance of
Work that is defective or otherwise fails to conform to the Agreement, or a waiver of any
rights or remedies the Department may have with respect to defective or nonconforming Work.

Page 58 of 99
Section 10.11 Department Not Obligated to Others.
The Department shall have no obligation to pay or be responsible in any way for
payments to Subcontractor performing portions of the Work.

Section 10.12 Final Payment.
A final payment (“Final Payment”) shall be made by the Department to the Contractor
when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section 5.14,
and Exhibit D have been delivered to and are accepted by the Department; (iii) the
Contractor provides the Department a complete set of product manuals (O&M), training
videos, and warranties, as applicable; and (iv) a complete final Application for Payment and a
final accounting for the Cost of the Work have been submitted by the Contractor and
reviewed by the Department and, to the extent the Department determines appropriate, the
Department’s accountants. The Department shall make Final Payment not more than thirty (30)
days after the Department verifies the amount of the final payment set forth in a complete final
Application for Payment.

Section 10.12.1 The amount of the Final Payment shall be calculated as follows:

Section 10.12.1.1 Take the sum of the Cost of the Work substantiated by
the Contractor’s final accounting and the Preconstruction Fee and the Construction
Management Fee as adjusted to reflect whether the goals established in Exhibit M
have been met; but not more than the GMP.

Section 10.12.1.2 Subtract amounts, if any, for which the Department
withholds pursuant to the Agreement.

Section 10.12.1.3 Subtract the aggregate of previous payments made by the
Department. (If the aggregate of previous payments made by the Department
exceeds the amount due the Contractor, the Contractor shall promptly reimburse the
difference to the Department).

Section 10.12.1.4 The Final Payment shall take into account any savings
accruing to the Department or the Contractor.

Section 10.12.2 The Department will review and report in writing on the
Contractor’s final accounting within 30 days after delivery of the final accounting to the
Department by the Contractor. Based upon Department’s determination of the Cost of the
Work, and provided the other conditions of Section 10.12.1 have been met, the Department
will, within fifteen (15) days after the Department’s determination, notify the Contractor
of any amount that the Department will withhold and the reasons therefor. The time periods
stated in this Section10.12.2 supersede those for typical progress payments.

Section 10.12.3 If the Department determines that the Cost of the Work is that
claimed by the Contractor, the Contractor shall be entitled to proceed in accordance with Article
3 of the Standard Contract Provisions (Construction Contract). Pending a final resolution of the
disputed amount, the Department shall pay the Contractor the amount that the Department
Page 59 of 99
determines to be appropriate.

Page 60 of 99
Article 11 - INSURANCE

Section 11.1 Insurance Required by the Project

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

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

If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Contractor and subcontractors.

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide
evidence satisfactory to the CO with respect to the services performed that it carries a
CGL policy, written on an occurrence (not claims -made) basis, on Insurance Services
Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence -based form with
coverage at least as broad and approved by the CO in writing), covering liability for all
Page 61 of 99
ongoing and completed operations of the Contractor and under all subcontracts, covering
claims for bodily injury, including without limitation sickness, disease or death and
mental anguish of any persons, broad form property damage, including loss of use
resulting therefrom, personal and advertising injury, and including coverage for liability
arising out of an Insured Contract (including the tort liability of another assumed in a
contract) and acts of terrorism (whether caused by a foreign or domestic sour ce). Such
coverage shall have limits of liability of not less than $1,000,000 each occurrence, a
$2,000,000 general aggregate.

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

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

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

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

The Commercial Auto Liability policy shall be further endorsed to:
a. To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
b. Coverage available to the additional insureds shall apply on a primary and
non-contributing basis as respects any other insurance, deductibles, or self -
insurance available to the additional insureds
Page 62 of 99
c. A waiver of subrogation in favor of The Government of the District of
Columbia
d. Defense costs shall be in addition to and not erode the limits of liability
e. If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened
Coverage for Covered Autos - Business Auto, Motor Carrier and Truckers (or
it’s equivalent)

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

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

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

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

Page 63 of 99
5. Professional Liability Insurance (Errors & Omissions) - The Contractor shall provide
Professional Liability Insurance (Errors and Omissions) to cover liability resulting from
any error or omission in the performance of professional services under this Contract.
The policy shall provide limits of $1,000,000 p er claim or per occurrence for each
wrongful act and $2,000,000 annual aggregate. The Contractor warrants that any
applicable retroactive date precedes the date the Contractor first performed any
professional services for the Government of the District of Columbia and that continuous
coverage will be maintained or an extended reporting period will be exercised for a
period of at least ten years after the completion of the professional services. Limits may
not be shared with other lines of coverage.

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

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

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

The Contractor also must furnish to the CO Owner certificates of insurance
evidencing environmental liability insurance maintained by third party transportation
and disposal site operators(s) used by the Contractor for losses arising from
Page 64 of 99
facility(ies) accepting, storing or disposing hazardous materials or other waste as a
result of the Contractor’s operations. Such coverages must be maintained with limits
of at least the amounts set forth above.

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

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

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

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

12. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence
satisfactory to the CO with respect to the services performed that it carries $1,000,000
per occurrence limits; $2,000,000 aggregate of affirmative abuse and molestation
liability coverage. Coverage should include physical abuse, such as sexual or other bodily
harm and non -physical abuse, such as verbal, emotional or mental abuse; any actual,
threatened or alleged act; errors, omission or misconduct. This insurance requirement
will be considered met if the general liability insurance includes an affirmative sexual
abuse and molestation endorsement for the required amounts or through a separate stand
Page 65 of 99
alone sexual abuse and molestation policy with confirmation there are no exclusions for
abuse or assault & battery under the General Liability. So called “silent” coverage or
“shared” limits under a commercial general liability or professional liability po licy will
not be acceptable. Limits may not be shared with other lines of coverage. The applicable
policy may need to be submitted to the ORM for compliance review. (REQUIRED IF
WORK TO BE PERFORMED AT ANY TIME THE COMMUNITY CENTER OR
OUTSIDE AMENITIES ARE OPEN TO THE PUBLIC)

Construction Projects Controlled by the District

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

Builders Risk – The District shall purchase and maintain, in a company authorized to
do business in the jurisdiction in which the project is located, builders risk insurance,
written on an “all risk”, special causes of loss or equivalent form. Builders risk
coverage will include boiler and machinery / equipment breakdown, earthquake and
flood perils. Building ordnance and terrorism coverage will be included.

The deductible shall not exceed $25,000 except for earthquake, flood, windstorm,
water damage or other perils at the discretion of the District and as available in the
insurance industry.

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

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

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

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Contractor for work under this agreement shall
be required to have the same insured required of Contractor. Should the Contractor wish
to propose different insurance requirements than outlined below, then, prior to
commencement of work by the subcontractor, the Contractor shall submit in writing the
name and brief description of work to be performed by the subcontractor on the
Subcontractors Insurance Requirement Template provided to the Office of Risk
Management (ORM). ORM will determine the insurance requirements applicable to the
subcontractor and promptly deliver such requirements in writing to the Contractor. In
either instance, the Contractor must provide proof of the subcontractor's required
insurance prior to commencement of work by the subcontractor.
Page 66 of 99

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

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

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

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

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

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

J. CERTIFICATES OF INSURANCE. The Contractor must send to CO, at least 10 days
after execution of this Agreement, certificates of insurance evidencing the required
insurance coverage and endorsements required herein. Contractor must also provide us
with evidence of renewal before the expiration date of each insurance policy. Contractor
is responsible for providing us with 30 days advanced written notice if the certificate of
insurance by the insurer has been canceled, reduced in coverage, or otherwise altered . .
Page 67 of 99
Certificates of insurance must reference the corresponding contract number. Evidence
of insurance shall be submitted to:

The Government of the District of Columbia

And mailed to the attention of:

Suzi Tabot
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Avenue | 5th floor
Washington, DC 20019
suzi.tabot@dc.gov

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

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

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

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

Page 68 of 99

Article 12 - ECONOMIC INCLUSION REQUIREMENTS

Section 12.1 LSDBE Utilization.
If the Contractor subcontracts any work, at least (35%) of the dollar volume of the
Agreement shall be subcontracted with small business enterprises (“SBE”). If there are
insufficient qualified SBEs then the subcontracting may be satisfied by subcontracting (35%) of
the dollar volume to any qualified certified business enterprises (“CBE”). For subcontracted
work, pass through entities will not count toward this goal. In order to count toward the
subcontracting requirement, the SBE must perform at least (35% ) of the work that is being
counted toward the goal with its own forces. The Local, Small, and Disadvantaged Business
Enterprises (“LSDBE”) certification shall be, in each case, as of the effective date of the
applicable subcontract. Supply agreements wit h material suppliers shall be counted toward
meeting this goal. The Contractor has developed a Subcontracting Plan that is attached hereto as
Exhibit Q . The Contractor shall comply with the terms of the SBE Subcontracting Plan in
making purchases and administering its subcontracts and supply agreements.
Section 12.2 Mandatory Subcontracting Requirements

Section 12.2.1 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 SBEs.
Section 12.2.2 If there are insufficient SBEs to completely fulfill the
requirement of Section 1 2.2.1, then the subcontracting may be satisfied by
subcontracting 35% of the dollar volume to any CBEs; provided, however, that all
reasonable efforts shall be made to ensure that SBEs are significant participants in the
overall subcontracting work.
Section 12.2.3 A prime contractor that is certified by DSLBD as a LSDBE
shall not be required to comply with the provisions of Sections 12.2.1 and 12.2.2.
Section 12.2.4 Except as provided in Sections 12.2.1 and 12.2.2, a prime
contractor that is a CBE and has been granted a proposal preference pursuant to D.C.
Official Code § 2- 218.43, or is selected through a set-aside program, shall perform at
least 35% of the contracting effort with its own organization and resources and, if it
subcontracts, 35% of the subcontracting effort shall be with CBEs. A CBE prime
contractor that pe rforms less than 35% of the contracting effort shall be subject to
enforcement actions under D.C. Official Code
§ 2-218.63.
Section 12.2.5 A prime contractor that is a certified joint venture and has been
granted a proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected
through a set- aside program, shall perform at least 50% of the contracting effort with
Page 69 of 99
its own organization and resources and, if it subcontracts, 35% of the subcontracting
effort shall be with CBEs. A certified joint venture prime contractor that performs
less than 50% of the contracting effort shall be subject to enforcement actions under
D.C. Official Code § 2-218.63.
Section 12.2.6 Each CBE utilized to meet these subcontracting requirements
shall perform at least 35% of its contracting effort with its own organization and
resources.

Section 12.3 Subcontracting Plan
If the Contractor is required by law to subcontract under this Agreement, then
the subcontracting plan submitted with its Proposal, may only be amended with the prior
written approval of the Contracting Officer and Director of DSLBD, as previously stated
herein; and, any reduction in the dollar volume of the subcontracted portion resulting
from an amendment of the Subcontracting Plan shall inure to the benefit of the District.
The Subcontracting Plan shall include the following:
(1) The name and address of each subcontractor;
(2) A current certification number of the small or certified business enterprise;
(3) The scope of work to be performed by each subcontractor; and
(4) The price that the prime contractor will pay each subcontractor.

Section 12.4 Copies of Subcontracts
Within twenty -one (21) days of the date of award, the Contractor shall provide fully
executed copies of all subcontracts identified in the subcontracting plan to the
Contracting Officer, City Administrator (CA), District of Columbia Auditor and the
Director of DSLBD.

Section 12.5 Subcontracting Plan Compliance Reporting
Section 12.5.1 If the Contractor has a subcontracting plan required
by law for this contract, the Contractor shall submit a quarterly report to the CO,
CA, District of Columbia Auditor and the Director of DSLBD. The quarterly report
shall include the following information for each subcontract identified in the
subcontracting plan:

(A) The price that the prime contractor will pay each subcontractor under the
subcontract;
(B) A description of the goods procured or the services subcontracted for;
(C) The amount paid by the prime contractor under the subcontract; and
(D) A copy of the fully executed subcontract, if it was not provided with an earlier
quarterly report.
Page 70 of 99
Section 12.5.2 If the fully executed subcontract is not provided with the
quarterly report, the prime contractor will not receive credit toward its
subcontracting requirements for that subcontract.

Section 12.6 Annual Meetings
Upon at least 30 -days written notice provided by DSLBD, the Contractor shall meet
annually with the CO, CA, District of Columbia Auditor and the Director of DSLBD to
provide an update on its subcontracting plan.

Section 12.7 DSLBD Notices
The Contractor shall provide written notice to the DSLBD and the District of Columbia
Auditor upon commencement of the contract and when the contract is completed.

Section 12.8 Enforcement and Penalties for Breach of Subcontracting Plan
Section 12.8.1 A contractor shall be deemed to have breached a subcontracting plan
required by law, if the contractor (i) fails to submit subcontracting plan
monitoring or compliance reports or other required subcontracting information in
a reasonably timely
manner; (ii) submits a monitoring or compliance report or other required
subcontracting information containing a materially false statement; or (iii) fails to
meet its subcontracting requirements.

Section 12.8.2 A contractor that is found to have breached its subcontracting plan
for utilization of CBEs in the performance of a contract shall be subject to the
imposition of penalties, including monetary fines in accordance with D.C.
Official Code § 2-218.63.
Section 12.8.3 If the CO determines the Contractor’s failure to be a material breach
of the contract, the CO shall have cause to terminate the contract under the default
provisions in clause 5 of the SCP, Default.

Section 12.8.4 Neither the Contractor nor a Subcontractor may remove a
Subcontractor or tier -Subcontractor if such Subcontractor or tier -Subcontractor is
certified as an LSDBE company unless the Department approves of such removal,
in writing. The Department may condition its approval upon the Contractor
developing a plan that is, in the Department’s sole and absolute judgment, adequate
to maintain the level of LSDBE participation on the Project.
Section 12.9 Equal Employment Opportunity and Hiring of District Residents
Section 12.9.1 The Contractor shall comply with applicable laws, regulations and
special requirements of the Contract Documents regarding equal employment
Page 71 of 99
opportunity and affirmative action programs. In accordance with the District of
Columbia Administrative Issuance System, Mayor’s Order 85 -85 dated June 10,
1985, the forms for completion of the Equal Employment Opportunity Information
Report are incorporated herein as Exhibit O. A contract award cannot be made to
any contractor that has not satisfied the equal employment requirements.
Section 12.9.2 The Contractor shall ensure that at least fifty -one percent (51%) of
the Contractor’s team and every subconsultant’s and subcontractor’s employees
hired after the effective date of the Agreement, or after such subconsultant or
subcontractor enters into a contract with the Contractor, to work on the Project
shall be residents of the District of Columbia. This percentage shall be applied in
the aggregate, and not trade by trade. In addition, the Contractor shall use
commercially reasonable best efforts to comply with the workforce percentage
goals established by the recently adopted amendments to the First Source
Employment Agreement Act of 1984 (D.C. Code §§ 2 -219.01 et seq. ) and any
implementing regulations, including but not limited to the following requirements:

(i) At least 20% of journey worker hours by trade shall be performed by
District residents;
(ii) At least 60% of apprentice hours by trade shall be performed by
District residents;
(iii) At least 51% of the skilled laborer hours by trade shall be performed by
District residents; and

(iv) At least 70% of common laborer hours shall be performed by District
residents.

Section 12.10 Economic Inclusion Reporting Requirements
12.10.1 Upon execution of the Agreement, the Contractor and all its member
firms, if any, and each of its Subcontractors shall submit to the Department a list of
current employees and apprentices that will be assigned to the Agreement, the date they
were hired and whether or not they live in the District of Columbia.

12.10.2 The Contractor and its constituent entities shall comply with subchapter
X of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code,
and all successor acts thereto and the rules and regulations promulgated thereunder. The
Contractor and all member firms and Subcontractors shall execute a First Source
Agreement with the District of Columbia Department of Employment Services
(“DOES”) (Exhibit T) prior to beginning Work at the Project site.

12.10.3 The Contractor shall maintain detailed records relating to the general
hiring of District of Columbia and community residents.
Page 72 of 99

12.10.4 The Contractor shall be responsible for: (i) including the provisions of
Section 12.10 in all subcontracts; (ii) collecting the information required in Section
12.10 from its Subcontractors; and (iii) providing the information collected from its
Subcontractors in the reports required to be submitted by the Contractor pursuant to
Section 12.10.

Section 12.11 Compliance with the Apprenticeship Act.
The District of Columbia Apprenticeship Act of 1946, D.C. Official Code §§ 32 -1401 et seq.
("Apprenticeship 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
Apprenticeship Act. All terms and conditions of the Apprenticeship Act, D.C. Apprenticeship
Council Rules and Regulations, as well as any federal requirements, shall be implemented. The
Contractor shall be liable for any subcontractor non-compliance. Thirty-Five percent (35%) of
all apprentice hours worked shall be performed by District residents.

Page 73 of 99
Article 13 - LIQUIDATED DAMAGES AND DISINCENTIVE FEES

Section 13.1 Delay in Submission of Deliverables
The Contractor acknowledges that the Department is engaging the Contractor to provide an
extensive level of preconstruction support services to minimize the potential for cost overruns,
schedule delays or the need for extensive Value Engineering/re-design late in the Project and
that the certain preconstruction deliverables are key to identify the value of such services. Subject
to the terms set forth in Section 4.11, if the Contractor fails to provide any of the deliverables
set forth in Exhibit C, the Contractor shall pay to the Department a disincentive fee in the
amount set forth in the Project Information Section of this Agreement for each such deliverable
that is not timely submitted.

Section 13.2 Delay in Substantial Completion.
If the Contractor fails to achieve Substantial Completion of the Project by the Substantial
Completion Date, the Parties acknowledge and agree that the actual damage to the Department
for the delay will be impossible to determine, and in lieu thereof, the Contractor shall pay to
the Department, as fixed, agreed and liquidated delay damages in the amount set forth in the
Project Information Section of this Agreement per day for each calendar day of delay for failure
to meet the applicable Substantial Completion Date. The Contractor and the Department agree
that the liquidated damages set forth in this Article do not constitute, and shall not be deemed,
a penalty but represent a reasonable approximation of the damages to the Department associated
with a delay in the Project. These damages shall not apply if the delay is the result of force majeure
and the Contractor otherwise complies with the provisions set forth in the collective Standard
Contract Provisions.

Section 13.3 Early Completion.
In the event the Contractor achieves Substantial Completion of the Project prior to the
Substantial Completion Date, the Contractor shall maintain the completed Project, at its own
expense, until such time that the Department agrees to occupy and use the Project for its intended
use.
Page 74 of 99
Article 14 - MISCELLANEOUS PROVISIONS

Section 14.1 Ownership and Use of Documents.
The Drawings, Specifications and other documents prepared by the A/E and copies
thereof furnished to the Contractor, are for use solely with respect to this Project. They are
not to be used by the Contractor, subcontractors, sub-subcontractors or suppliers on other
projects, or for additions to this Project outside the scope of the Work, without the specific
written consent of the Department and the Architect/Engineer. The referenced Drawing,
Specifications and other documents shall become the property of the Department.

Section 14.2 Assignment.
The Department and Contractor, respectively, bind themselves, their partners,
members, joint venturers, constituent entities, successors, assigns, and legal representatives
to the other party hereto and to partners, members, joint venturers, constituent entities,
successors, assigns, and legal representatives of such other party in respect to covenants,
agreements, and obligations contained in the Agreement. Neither party to the Agreement
shall assign the Agreement or its rights and obligations under the Agreement, without
written consent of the other party. If either party attempts to make such an assignment
without such consent, that party shall nevertheless remain legally responsible for all
obligations under the Agreement.

Section 14.3 Buy American Act Provision.
The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C.
§§ 8301–8305), including, but not limited to, the purchase of steel. To the extent that
the language in this section contradicts the language under Article 24 of The
Department’s Standard Contract Provisions for Construction Contracts (Exhibit I )
regarding compliance with the Buy American Act, the language in this section should
supersede.
Section 14.3.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301 –
8305), and Executive Order 10582. December 17, 1954 (3 CFR, 1954 -58
Comp., p. 230), as amended by Executive Order 11051, September 27,1962 (3
CFR, l059—63 Comp., p. 635), the Contractor 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, materials and
supplies incorporated directly into the end products.
“Domestic end product”, as used in this section, means, (1) an
unmanufactured end product mined or produced in the United States, or (2)
an end product manufactured in the United States, if the cost of its
components mined, produced, or manufactured in the United States, exceeds
65 percent of the cost of all its components. For an end product that consists
Page 75 of 99
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 United States is considered domestic.
“End Products”, as used in this Section, means those articles, materials, and
supplies to be acquired for public use under this Contract.
The Contractor shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or
manufactured in the 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.
Section 14.3.2 Domestic Construction Material. “Construction material” means
any article, material or supply brought to the construction site for
incorporation in the building or work. An unmanufactured construction
material is a “domestic construction material” if it has been mined or
produced in the United States. A manufactured construction material is a
“domestic construction material” if it has been manufactured in the United
States and if the cost of its components which have been mined, produced, or
manufactured in the United States exceeds 65 percent of the cost of all its
components. “Component” means any article, material, or supply directly
incorporated in a 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, f or construction material that consists wholly or
predominantly of iron or steel or a combination of both, a construction
material manufactured in the United States if the cost of foreign iron and
steel constitutes less than 5 percent of the cost of all the components used in
such construction material.
Section 14.3.3 Domestic Component. A component shall be considered to have
been “mined, produced, or manufactured in the United States” regardless of
its source, in fact, if the article, material or supply in which it is incorporated
was manufactured in the United States and the component is of a class or kind
determined by the Government to be not mined, produced or manufactured
in the United States in sufficient and reasonably available commercial
Page 76 of 99
quantities and of a satisfactory quality.
Section 14.3.4 Foreign Construction Material. “Foreign construction material”
means a construction material other than a domestic construction material.

Section 14.4 The Quick Payment Clause

Section 14.4.1 Interest Penalties to Contractors

Section 14.4.1.1 The District will pay interest penalties on amounts due to the
Contractor under the Quick Payment Act, D.C. Official Code §2-221.01 et seq., for
the period beginning on the day after the required payment date and ending on the date
on which payment of the amount is made. Interest shall be calculated at the rate of 1%
per month. No interest penalty shall be paid if payment for the completed delivery of
the item of property or service is made on or before the required payment date:
a. The date on which payment is due under the terms of the Contract;
b. Not later than 7 calendar days, excluding legal holidays, after the date of
delivery of meat or meat food products;
c. Not later than 10 calendar days, excluding legal holidays, after the date
of delivery of a perishable agricultural commodity; or
d. 30 calendar days, excluding legal holidays, after receipt of a proper
invoice for the amount of the payment due, if a specific date on which
payment is due is not established by contract;

Section 14.4.1.2 Any amount of an interest penalty which remains unpaid at the end of
any 30- day period shall be added to the principal amount of the debt and
thereafter interest penalties shall accrue on the added amount.

Section 14.4.1.3
No interest penalty shall be due to the Contractor if payment for the completed delivery of
goods or services is made on or after:
a. 3rd day after the required payment date for meat or a meat food product;
b. 5th day after the required payment date for an agricultural commodity; or
c. 15th day after any other required payment date in the case of any other item.

Section 14.4.2 Payments to Subcontractors

Section 14.4.2.1 The Contractor must take one of the following actions within seven (7)
days of receipt of any amount paid to the Contractor by the District for work performed
by any subcontractor under this contract:

a) Pay the subcontractor for the proportionate share of the total payment received
from the District that is attributable to the subcontractor for work performed under
the contract; or
Page 77 of 99

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 14.4.2.2 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:

Section 14.4.2.3
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 14.4.2.4 Any amount of an interest penalty which remains unpaid by the
Contractor at the end of any 30-day period shall be added to the principal amount
of the debt to the subcontractor and thereafter interest penalties shall accrue on the
added amount.

Section 14.4.2.5 A dispute between the Contractor and subcontractor relating to the
amounts or entitlement of a subcontractor to a payment or a late payment interest
penalty under the Quick Payment Act does not constitute a dispute to which the
District is a party. The District of Columbia may not be interpleaded in any judicial
or administrative proceeding involving such a dispute.

Section 14.4.3 Subcontractor Quick Payment Clause Flow-Down Requirements

Section 14.4.3.1 The Contractor shall include in each subcontract under this Contract
a provision requiring the subcontractor to include in its contract(s) with any lower-
tier subcontractor or supplier the payment and interest clauses required under
paragraphs (1) and (2) of D.C. Official Code §2-221.02(d).

Section 14.4.4 Requirements for Change Order payments
Section 14.4.4.1 The Department and the Contractor are prohibited from
requiring a prime contractor or a subcontractor to undertake any work that is determined
to be beyond the original scope of the prime contractor's or a subcontractor's contract
or subcontract, including work under a District-issued change order, when the additional
work increases the contract price beyond the not-to-exceed price or negotiated
maximum price of the underlying contract, unless the Contracting Officer:

(i) Agrees with the prime contractor and, if applicable, the subcontractor on a price for the
Page 78 of 99
additional work;

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

(iii) Has made a written, binding commitment with the prime contractor to pay for the
additional work within 30 days after the prime contractor submits a proper invoice for the
additional work to the contracting officer; and
(iv) Gives written notice of the funding certification from the Chief Financial Officer to
the prime contractor;

Section 14.4.4.2 The Contractor is required to include in its subcontracts a clause
that requires the prime contractor to:

(i) Within 5 business days of receipt of the notice required under subparagraph (A)(iv) of
this paragraph, provide the subcontractor with notice of the approved amount to be
paid to the subcontractor based on the portion of the additional work to be completed
by the subcontractor;
(ii) Pay the subcontractor any undisputed amount to which the subcontractor is entitled
for any additional work within 10 days of receipt of payment for the additional work
from the District; and

(iii) If the prime contractor withholds payment from a subcontractor, notify the
subcontractor in writing and state the reason why payment is being withheld and
provide a copy of the notice to the contracting officer; and

Section 14.4.4.3 The Department, Contractor, prime contractor, or a
subcontractor are prohibited from declaring another party to the contract to be in
default or assessing, claiming, or pursuing damages for delays in the completion of
the construction due to the inability of the parties to agree on a price for the additional
work.

Section 14.4.4.4 Authorized Changes by the Contracting Officer

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

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

c. In the event the Contractor effects any change at the instruction or request of any person
other than the CO, the change will be considered to have been made without authority
and no adjustment will be made in the Contract price to cover any cost increase incurred
as a result thereof.
Page 79 of 99

Section 14.5 Contract Work Hours And Safety Standards Act Provision. The
Contractor agrees that the applicable work performed under this Agreement shall be subject
to the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333).

Section 14.6 False Claims Act.
The Contractor shall be governed by all laws and regulations prohibiting false or fraudulent
statements and claims made to DC government, including the prescriptions set forth in the
DC Official Code §22-2514 and §§2-381.01 et seq. In the event that it is discovered that the
Contractor has made a false, fraudulent or unsupported statement or claim to the Department,
the Department may terminate this Agreement without liability.

Section 14.7 Interpretation of Contract and Order of Precedence. All of the
documents comprising the Agreement should be read as complementary, so that what is called
for by one is called for by all. Ambiguities shall be construed in favor of a broader scope of
work for the Contractor, as the intent of the Agreement is, with specific identified exceptions,
to require the Contractor to assume entire responsibility for construction of the Project. If
there is any inconsistency among the documents comprising the Agreement, the order of
precedence among them is as follows, with the first listed document having the highest
priority:
(1) This Agreement and its Modifications, Change Orders, Change Directives and any
Exhibits thereto;
(2) The Department’s collective Standard Contract Provisions, as amended, and any
missing term in this Agreement shall be addressed in accordance with the collective
Standard Contract Provisions; and
(3) The Construction Documents as approved by the Department.

Section 14.8 Independent Contractor. The Contractor and the Contractor’s employees: (1)
shall perform the services specified herein as independent contractors, not as employees or
agent of the District, or joint venture or partner with the District; (2) shall be responsible for
their own management and administration of the work required and bear sole responsibility
for complying with any and all technical, schedule, financial requirements or constraints
attendant to the performance of this Agreement; (3) shall be free from supervision or control
by any government employee wi th respect to the manner or method of performance of the
service specified; but (4) shall, pursuant to the government’s right and obligation to inspect,
accept or reject work, comply with such general direction of the CO, or the duly authorized
representative of the CO as is necessary to ensure accomplishment of the Agreement
objectives. The Contractor shall have exclusive authority to manage, direct, and control the
work, and shall be responsible for all means, methods, techniques, sequences, and procedures,
as well as for Project safety. In carrying out all its obligations under the Agreement, the
Contractor shall act as an independent contractor and not as an employee or agent of the
Department, nor as a joint venture or partner of the Department.

Section 14.9 No Third-Party Beneficiary Rights. Nothing in this Agreement shall be
construed as creating third-party beneficiary rights in any person or entity, except as
Page 80 of 99
otherwise expressly provided in this Agreement.

Section 14.10 Media Releases. Neither the Contractor, its employees, agents or
Subcontractors or material suppliers shall make any press release or similar media release
related to the Project unless such press release have been discussed with the Department
prior to its issuance.

Section 14.11 Construction. This Agreement shall be construed fairly as to all Parties and
not in favor of or against any party, regardless of which party prepared the Agreement.

Section 14.12 Notices. All notices or communications required or permitted under the
Agreement shall be in writing and shall be hand delivered or sent by telecopier or by
recognized overnight carrier to the intended recipient at the address stated below, or to such
other address as the recipient may have designated in writing. Any such notice or
communication shall be deemed delivered as follows: if hand delivered, on the day so
delivered, if sent by telecopier, on confirmation of successful transmission, and if sent by
recognized overnight carrier, the next business day.

If to the Department:

Xavier Beltran
Interim Chief Procurement Officer
Department of General Services
3924 Minnesota Ave, NE, 6th Floor
Washington, DC 20019

If to the Contractor:

Gabe Oliver
Partner & Senior Vice
GCS, Inc. dba GCS-SIGAL
1140 3rd St NE Suite 320
Washington, DC 20002

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

Section 14.13 Reserved.

Section 14.14 Survival. All agreements warranties, and representations of the Contractor
contained in the Agreement or in any certificate or document furnished pursuant to the
Agreement shall survive termination or expiration of the Agreement.

Page 81 of 99
Section 14.15 No Waiver. If the Department waives any power, right, or remedy arising from
the Agreement or any applicable law, the waiver shall not be deemed to be a waiver of the
power, right, or remedy on the later recurrence of any similar events. No act, delay, or course
of conduct by the Department shall be deemed to constitute the Department's waiver, which
may be effected only by an express written waiver signed by the Department.

Section 14.16 Remedies Cumulative. Unless specifically provided to the contrary in the
Agreement, all remedies set forth in the Agreement are cumulative and not exclusive of any
other remedy the Department may have, including, without limitation, at law or in equity.
The Department's rights and remedies will be exercised at its sole discretion, and shall
not be regarded as conferring any obligation on the Department's to exercise those rights or
remedies for the benefit of the Contractor or any other person or entity.

Section 14.17 Headings/Captions. The headings or captions used in this Agreement or its
table of contents are for convenience only and shall not be used in interpreting the Agreement.

Section 14.18 Entire Agreement; Modification. The Agreement supersedes all
contemporaneous or prior negotiations, representations, course of dealing, or agreements,
either written or oral. No modifications to the Agreement shall be effective against the
Department unless made in writing signed by both the Department and the Contractor,
unless otherwise expressly provided to the contrary in the Agreement. Notwithstanding the
foregoing, nothing herein shall be construed to limit the Department’s ability to unilaterally
modify the Agreement.

Section 14.19 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement, and in lieu of each such invalid, illegal or unenforceable provision, there shall
be added automatically as a part of this Agreement a provision as similar in terms to such
invalid, illegal or unenforceable provision as may be possible and be valid, legal and
enforceable; each part of this Agreement is intended to be severable.

Section 14.20 Anti-Deficiency Acts. The obligations and responsibilities of the Department
under the terms of the Agreement, or any subsequent agreement entered into pursuant to this
Agreement or referenced herein (to which the Department is a party), are and shall remain
subject to the prov isions of: (i) the federal Anti -Deficiency Act, 31 U.S.C. §§ 1341, 1342,
1349-1351, 1511-1519 (2004) (the “Federal ADA”), and D.C. Official Code §§ 1 -206.03(e)
and 47-105 (2001); (ii) the District of Columbia Anti -Deficiency Act, D.C. Official Code §§
47-355.01 – 355.08 (2004 Supp.)(the “ D.C. ADA” and (i) and (ii) collectively, as amended
from time to time, the “ Anti- Deficiency Acts ”); and (iii) Section 446 of the District of
Columbia Home Rule Act, D.C. Official Code § 1 -204.46 (2001). Pursuant to the Anti -
Deficiency Acts, nothing in this Agreement shall create an obligation of the Department in
anticipation of an appropriation by C ongress for such purpose, and the Department’s legal
liability for payments and other charges under this Agreement shall not a rise or obtain in
advance of the lawful availability of appropriated funds for the applicable fiscal year as
approved by Congress. IN ACCORDANCE WITH § 446 OF THE HOME RULE ACT,
Page 82 of 99
D.C. CODE § 1-204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS AUTHORIZED
TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE AGREEMENT OR
CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN APPROVED, IS
LAWFULLY AVAILABLE AND APPROPRIATED BY ACT OF CONGRESS

Section 14.20.1 The Department agrees to exercise all lawful authority available to it
to satisfy the financial obligations of the Department that may arise under this Agreement.
During the term of this Agreement, the Mayor of the District of Columbia or other appropriate
official shall, for each fiscal period, include in the budget application submitted to the Council
of the District of Columbia the amount necessary to fund the Department’s known potential
financial obligations under this Agreement for such fiscal period. In the event that a request
for such appropriations is excluded from the budget approved by the Council and submitted to
Congress by the President for the applicable fiscal year or if no appropriation is made by
Congress to pay any amounts due under this Agreement for any period after the fiscal year for
which appropriations have been made, and in the event appropriated funds for such purposes
are not otherwise lawfully available, the Department will not be liable to make any payment
under this Agreement upon the expiration of any then-existing appropriation, the Department
shall promptly notify the Contractor and this Agreement shall immediately terminate upon the
expiration of any then-existing appropriation.

Section 14.20.2 Notwithstanding the foregoing, no officer, employee, director,
member or other natural person or agent of the District or Department shall have any personal
liability in connection with the breach of the provisions of this Section or in the event of non-
payment by the Department under this Agreement.

Section 14.20.3 This Agreement shall not constitute an indebtedness of the District
and/or the Department nor shall it constitute an obligation for which the Department is
obligated to levy or pledge any form of taxation or for which the District has levied or pledged
any form of taxation. No District of Columbia Official or employee is authorized to obligate
or expend any amount under this Agreement unless such amount has been appropriated by Act
of Congress and is lawfully available.

Section 14.21 Time. Time, if stated in a number of days, will be calendar days and thus
include Saturdays, Sundays, and holidays, unless otherwise stated herein.

Section 14.22 Davis-Bacon Act Provision and 29 CFR 5.5 Davis Bacon Provision.
The Davis-Bacon Act (40 U.S.C.A. §§ 3141-3148) and 29 CFR 5.5 Davis Bacon Provision are
applicable to this Project. As such, the Contractor and its trade subcontractors shall comply
with the wage and reporting requirements imposed by that Act Exhibit F1 and F2. At such
time as the C ontractor is preparing its GMP, the Contractor shall include the current Davis -
Bacon wage rates in its GMP.
Section 14.23 Living Wage Act . The Living Wage Act is applicable to this Contract. As
such, the Contractor and its subcontractors shall comply with the wage and reporting
Page 83 of 99
requirements imposed by that Act, Exhibit R.

Section 14.24 Intentionally Deleted.

Section 14.25 Americans with Disabilities Act of 1990 (“ADA”). During the performance
of this Contract, 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 14.26 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 14.27 Gratuities Not to Benefit Provisions. If it is found, after notice and hearing,
by the Department that gratuities (in the form of entertainment, gifts, payment, offers of
employment, or otherwise) were offered or given by 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 Contractor to proceed under the Agreement and may
pursue such other rights and remedies provided by law and under the Agreement.

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

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

Section 14.27.2 No member of, nor delegate to Congress, Mayor or City Council Member, nor
the Department nor employee of the District or employee of the Department shall be admitted
to any share or part of the Agreement or to any benefit that may arise therefrom, and all
agreements entered into by the CO of the Department in which he or she be personally
interested as well as all agreements made by the Department in which the Mayor or City
Council Member or employee of the District shall be personally inter ested shall be void and
no payments shall be made on any such contracts by the Department; but this provision shall
not be construed or extend to the agreement if the share of or benefit to the member of, or
delegate to Congress, Mayor or City Council Memb er, or employee of the District is de
minimis.

Page 84 of 99
Section 14.28 Ethical Standards for the Department's Employees and Former
Employees. The Department expects the Contractor to observe the highest ethical standards
and to comply with all applicable laws, rules, and regulations governing ethical conduct or
conflicts of interest. Neither the 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 Departmen t 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 Agreement. The Contractor may not assign to any
former employee or District employee or agent who has joined the Contractor’s firm any matter
on which the former employee, while employed by 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 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 Contractor or vendor.

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 constitute a violation of the District of Columbia Human Rights
Act, effective December 13, 1977, as amended (D.C. Law 2 -38; D.C. Official Code § 2 -
1401.01 et seq.) (“Act”, as used in this clause). The Contractor shall include a similar clause
in all subcontracts, except subcontracts for standard commercial 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 employment, a notice setting forth the
provisions of this non-discrimination clause as provided in section 251 of the Act.

b. Pursuant to Mayor’s Order 85 -85, (6/10/85), Mayor’s Order 2002 -175 (10/23/02),
Mayor’s Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter 11 of
Title 4 of the D.C. Municipal Regulations, the following clauses apply to the Contract:

1. The Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, age, marital status, personal
appearance, sexual orientation, family responsibilities, matriculation, political affiliation, or
physical handicap.
2. The 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:

Page 85 of 99
i. Employment, upgrading, or transfer;
ii. Recruitment or recruitment advertising;
iii. Demotion, layoff, or termination;
iv. Rates of pay, or other forms of compensation; and
v. Selection for training and apprenticeship.

3. Unless otherwise permitted by law and directed by the Department, the
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 paragraphs
1 and 2 of Section 15.28.1(b) of this Agreement, concerning non -discrimination and
affirmative action.
4. 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 Section 14.29.3.
5. 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 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 Subcontractor 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 sanctions for noncompliance;
provided, however, that in the event the Contractor 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 accommodations to the known limitations related
to pregnancy, childbirth, related medical conditions, or breastfeeding for an employee, unless
the Contractor can demonstrate that the accommodation would impose an undue hardship;
Page 86 of 99
2. Take an adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee's conditions or privileges of employment, including
failing to reinstate the employee when the need for reasonable accommodations ceases to the
employee's original job or to an equivalent position with equivalent:
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to an employee, or a job applicant, if the denial
is based on the need of the employer to make reasonable accommodations to the known
limitations related to pregnancy, childbirth, related medical conditions, or breastfeeding;
4. Require an employee affected by pregnancy, childbirth, related medical
conditions, or breastfeeding to accept an accommodation that the employee chooses not to
accept if the employee does not have a known limitation related to pregnancy, childbirth,
related medical conditions, or breastfeeding or the accommodation is not necessary for the
employee to perform her duties;
5. Require an employee to take leave if a reasonable accommodation can be
provided; or
6. Take adverse action against an employee who has been absent from work as a
result of a pregnancy-related condition, including a pre-birth complication.

c. The 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, related medical conditi ons, or
breastfeeding pursuant to the PPWF Act to:

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

d. The 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.

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”).

Page 87 of 99
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
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 ASSIGNMENT OF CONTRACT PAYMENTS

a. Subject to this Section 14.30, in accordance with Title 27 DCMR Section 3250, the
Contractor may assign due or to become due as a result of the performance of this Contractor
to a bank, trust company, or other financing institution funds.
b. Any assignment shall cover all unpaid amounts payable under this Agreement
and shall not be made to more than one party.
c. Notwithstanding an assignment of Contract payments, the Contractor, not the assignee,
is required to prepare invoices. Where such an assignment has been made, the original copy
of the invoice must refer to the assignment and must show that payment of the invoice is to be
made directly to the assignee as follows:

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

Section 14.31 FREEDOM OF INFORMATION ACT (“FOIA”)

Page 88 of 99

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 immediately send the request to the PM designated in Section 2.6 of this Agreement who
will provide the request to the FOIA Officer for the agency with programmatic responsibility
in accordance with the D.C. Freedom of Information Act. If the agency with programmatic
responsibility receives a request for a record maintained by the 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 agency 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 14.32 CAMPAIGN FINANCE REFORM ACT
Prior to the execution of this Contract, the Contractor shall complete and submit to the
Department a completed Campaign Finance Reform Act Self -Certification Form, Exhibit S,
pursuant to D.C. Official Code § 1-1161.01.
Page 89 of 99
Article 15 - TERMINATION OR SUSPENSION

Section 15.1 All terminations or suspensions arising out of or under this Agreement shall
be in accordance with the terms of the Standard Contract Provisions.

Section 15.2 Failure to Agree Upon GMP. The Department shall have the right to
terminate this Agreement in the event that the Department and the Contractor are unable
to agree upon a GMP for the Project and the Department shall have the right, but not the
obligation, to assume any of the Contractor’s trade subcontracts upon such terms and
conditions as requested by the Department. The Department’s decision to terminate under
this Section shall be made in the Department’s sole and absolute judgment and shall not be
subject to review by any reviewing body, including, but not limited to, arbitrators appointed
under this Agreement or any court of competent jurisdiction.

Section 15.3 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. In particular, but without limitation, the Department may terminate the
Agreement if:

1. The Contractor fails to perform the Work diligently, in accordance with the
Project Schedule or to make such progress in the Work as the Department
reasonably believes is necessary to complete the Project within the time
required by the Agreement; or

2. The Contractor fails to perform the Work in a good and workmanlike manner
or to correct defects in the Work promptly upon notice by the Department;
or

4. The Department reasonably determines that the Contractor has abandoned
the Work, or has failed to pay laborers, mechanics, materialmen,
Subcontractors or suppliers when payment is due; or

5. The Contractor becomes insolvent, makes an assignment for the benefit of
creditors, files a voluntary petition under any chapter of the Bankruptcy Code
or has an involuntary petition filed against it under any chapter of the
Bankruptcy Code, or the Contractor has a receiver appointed, or files for
dissolution or otherwise is dissolved; or

6. The Contractor fails to pay its debts in a timely manner or becomes
insolvent, the Department reasonably determines that the Contractor does
not have the financial ability to carry out its obligations under the Agreement
and the Contractor fails to give the Department prompt and reasonable
assurances of its ability to perform.

7. In the event the Contractor fails to meet the Substantial Completion Date
for more than thirty (30) days, the Contractor consents to a Termination
Page 90 of 99
for Default.

Section 15.3.1 The Department shall provide the Contractor with written notice of its
intent to terminate the Agreement, under this Section.

Section 15.3.2 If the Department terminates the Agreement for default, the
Department will have the right to take over the Work, to accept assignment of some
or all Subcontracts or agreements with material suppliers, to take possession of the
Project, to take and use all tools, equipment and supplies then being used in connection
with the Work, and to finish the Project by whatever method it deems expedient,
including accepting assignment of all outstanding Subcontracts and Supply
Agreements.

Section 15.4 Termination for Convenience. The Department may terminate the Contract
in whole or specified part, for its convenience, for any reason. The notice of termination
shall state the effective date of termination, the extent of the termination, and any specific
instructions. The termination for convenience that arises out of or under this Agreement
shall be in accordance with the terms of the Standard Contract Provisions.

Section 15.5 Continued Responsibility After Termination. If the Contractor is terminated,
for default, for Convenience or otherwise, the Contractor shall remain responsible for defects
or non-conformities in all Work performed under the Agreement to the date of the termination.

Page 91 of 99
Article 16 - OTHER CONDITIONS AND SERVICES

This Agreement and the rights and obligations of the Department and Contractor herein are
subject to the approval of the Council for the District of Columbia.

Page 92 of 99
Article 17 – CHANGES IN THE WORK

Section 17.1 Changes Authorized. In accordance with the Standard Contract Provisions,
the Department may, without invalidating the Agreement, and without notice to or
approval of any surety, order changes in the Work, including additions, deletions or
modifications. Any such change must be conveyed by the Department to the Contractor
via written Change Directive or Change Order.

Section 17.2 Executed Change Directive/Contract Modification/Change Order
Required. Only a written Change Directive, Contract Modification or change order,
executed by the Department’s contracting officer as indicted in Exhibit H , may make
changes to the Agreement. In particular, but without limitation, a written Change Directive
or Change Order executed by the Department’s Contracting Officer is the only means by
which changes may be made to the Substantial or Final Completion Dates, the Preconstruction
Fee, the Construction Management Fee, or the Guaranteed Maximum Price.

Section 17.3 Department-Initiated Changes

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

2. Within ten (10) days of receiving a Change Directive, the Contractor shall
provide the Department with a written statement of all changes in the
Agreement, including, without limitation, any changes to the Substantial or
Final Completion Dates or the Guaranteed Maximum Price to which it
believes it is entitled as a result of the Change Directive. If additional
time is sought, a schedule analysis supporting the requested extension
should be included. The schedule analysis should include a written narrative
explanation. If a change in the Guaranteed Maximum Price is sought (or if
the Department has requested a deduct change), the statement should include
a breakdown, by line item, of the estimated cost changes attributable to the
proposed change. The Department may request, and the Contractor shall
provide, further cost breakdowns, clarifications, documentation or back-up
if the Department reasonably believes such additional information is needed
to understand and evaluate the request. The additional information required
may include cost and pricing data in accordance with the Department’s
regulations. Any requested adjustment to the Guaranteed Maximum Price
shall be limited to increased Cost of the Work due to the Change Directive.
The Contractor is not entitled to any markup on any kind of Change Orders
except as authorized in Section 17.8, and if so authorized, any mark-up
Page 93 of 99
shall be in accordance with Section 17.11.

3. If the Department has not yet directed the Contractor to proceed with the
change described by a Change Directive, the Department may rescind it. If the
Department wishes to proceed, or has already directed the Contractor to
proceed, the Contractor shall immediately proceed with the changed Work
and, the Department and the Contractor shall use their good faith best efforts
to reach an agreement upon the modifications to the Substantial or Final
Completion Dates, and/or the Guaranteed Maximum Price that are justified
by the Change Directive. If the Department and the Contractor reach
agreement, the agreement shall be set forth in a Change Order and the
Contractor shall also execute it, at which point it will become binding on
both Parties.

4. If the Parties fail to reach an agreement within sixty (60) days after the
Department receives the Contractor’s detailed statement pursuant to Section
17.3.2, and such other documentation as the Department may request, the
Contractor may assert a claim in accordance with the Agreement. In such a
case, and subject to adjustment via the claims and disputes process, the
Department shall unilaterally grant the Contractor such adjustments, if any, to
the Substantial or Final Completion Dates, the Guaranteed Maximum
Price, and/or the Preconstruction or Construction Management Fee as the
Department has judged to be appropriate.

Section 17.4 Notice of Change Event. The Contractor must give the Department written
notice of any Change Event within ten (10) calendar days of the date on which the
Contractor knew, or reasonably should have known, of the Change Event. To the extent
available, the notice must state the nature of the Change Event and describe, generally,
all changes in the Agreement to which the Contractor believes it is entitled. Such notice
is an express condition precedent to any claim or request for adjustment to the Substantial
or Final Completion Dates, or the Guaranteed Maximum Price arising from the Change
Event and, if the notice is not given within the required time, the Contractor will have waived
the right to any adjustment to the Substantial or Final Completion Dates, or the Guaranteed
Maximum Price arising from the Change Event.

Section 17.5 Detailed Change Request. Within twenty (20) days after giving notice of a
Change Event, the Contractor shall submit a written Change Request to the Department
describing, in reasonable detail, all adjustments it seeks to the Substantial or Final
Completion Dates or the Guaranteed Maximum Price as a result of the Change Event.
The Change Request shall include the same information as described in Section 17.3 with
respect to any Agreement changes the Contractor seeks due to the Change Event, and
the amount of any requested adjustment to the Guaranteed Maximum Price shall be
limited in accordance with that Section 17.3.

Section 17.6 Changes to GMP. Subject to the condition precedent that the Contractor
have complied with the notice and documentation provisions of this Article, and subject
Page 94 of 99
to the limitations stated in this Agreement, the Contractor is entitled to an adjustment to
the Guaranteed Maximum Price in the following cases:

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

2. The Contractor encounters Differing Site Conditions or Hazardous Materials
not identified in the Preconstruction Phase.

Section 17.7 Deductive Change Orders. The Department reserves the right to
issue deductive Change Orders (reducing the Guaranteed Maximum Price or modifying the
Substantial or Final Completion Dates to an earlier date) when changes are effected, by
Change Directive or otherwise, which will decrease the cost of completing the Work or the
time within which it can be completed.

Section 17.8 No Adjustments to Fee. The Contractor understands and agrees that the
Preconstruction Fee and Construction Management Fee shall not be increased or decreased
as a result of any Change Orders or Change Directive. In furtherance of this understanding,
the Contractor agrees that it shall not be entitled to an increase in the Preconstruction Fee
or the Construction Management Fee by virtue of changes authorized by the Department
unless such changes fall outside the general scope of work contemplated by this
Agreement. The term general scope of work shall mean full range of services required to
demolish the existing building and construct a new recreational facility to meet the
Department’s programmatic requirements. Without limiting the generality of the foregoing,
it is understood and agreed that the Contractor shall not be entitled to any additional fees
unless: (i) the Department makes additions to the scope provided for in this Agreement that
cause the GMP, either individually or in the aggregate, to increase by more than ten percent
(10%); or (ii) the Department makes additions to the scope provided for herein which (other
than for punchlist or warranty work) require the Contractor’s services for the Project to
extend beyond Final Completion Date.

Section 17.9 Executed Change Orders Final. The Contractor agrees that any Change
Order executed by the Department and Contractor constitutes its full and final adjustment for
all costs, delays, disruptions, inefficiencies, accelerations, schedule impacts, or other
consequences arising from the change in question, whether a Change Directive, or a
Change Event, or from any claimed cumulative effect of changes made to the date of the
Change Order, and that no further adjustments in compensation or time shall be sought
or made with respect to the Change Directive or the Change Event giving rise to the Change
Order. Although the Parties anticipate that most Change Orders will not require an
adjustment to the Cost of General Conditions, if the Work described in a Change Order
requires an increase or decrease in the Lump Sum General Conditions Cost (i.e. because
such a Change requires additional field staff or other equipment that would be classified as
General Conditions Costs), the Change Order shall contain an increase to the Lump Sum
General Conditions Cost adjusting such amount. The cost of processing a Change Order
shall not be considered an event that will require an increase in the Lump Sum General
Page 95 of 99
Conditions Cost.

Section 17.10 Failure to Agree. If the Contractor claims entitlement to a change in the
Agreement, and the Department does not agree that any action or event has occurred
to justify any change in time or compensation, or if the Parties fail to agree upon the
appropriate amount of the adjustment in time or compensation, the Department will
unilaterally make such changes, if any, to the Agreement, as it determines are appropriate
pursuant to the Agreement. The Contractor shall proceed with the Work and the
Department's directives, without interruption or delay, and shall make a claim as provided in
Article 19 herein. Failure to proceed due to a dispute over a change request shall constitute a
material breach of the Contract and entitle the Department to all available remedies for such
breach, including, without limitation, termination for default.

Section 17.11 Mark-Up on Trade Work. The maximum mark up for Change
Order work shall be as follows:

1. For Work performed by a Subcontractor with its own forces, the
Subcontractor shall be entitled to a mark-up of not more than fifteen percent
(15%) (Covering home office overhead, the cost of insurance and bonds, field
supervision, general conditions and profit) on the Direct Costs of the Work.
For Work that the Department permits the Contractor to self-perform, the
Contractor shall also be entitled to a mark-up of not more than fifteen
percent (15%) of the Direct Cost of the Work. With regard to any such Work
that is self- performed by the Contractor, the markup contemplated in this
Section 17.11.1 shall be the Contractor’s exclusive compensation and it shall
not be entitled to the markup contemplated in Section 17.11.3;

2. Intervening tier Subcontractors shall be entitled to a mark-up of two percent
(2%) (Covering home office overhead, the cost of insurance and bonds,
field supervision, general conditions and profit) on Work Performed by
lower-tier Subcontractors;

3. To the extent permitted by Section 17.8, the Contractor shall be entitled to an
increase in its Construction Management Fee at a rate of 2% on work
performed by Subcontractors. Such markup shall cover the same cost
elements that were included in the Construction Management Fee; In no event
shall the maximum mark-up on the Direct Cost of the Work exceed fifteen
percent (5%). Direct Cost of the Work shall mean labor, material and other
costs reasonably and necessarily incurred in the proper performance of the
Work as approved by the Department and shall include, but not be limited
to: (Direct Cost of the Work does not, however, include home office
overhead, field supervision, general conditions or profit of either the
Subcontractor or the Contractor. No personnel above the level of a working
foreman shall be considered a Direct Cost of the Work).

Page 96 of 99
• Labor. Payment will be made for direct labor cost plus indirect labor cost
such as insurance, taxes, fringe benefits and welfare provided
such costs are considered reasonable. Indirect costs shall be
itemized and verified by receipted invoices. If verification is not
possible, up to five percent (5%) of direct labor costs may be
allowed.

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

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

• Materials. Incorporated and unincorporated materials as permitted under
Sections 9.1.2 (b) and 9.1.2 (c).
Page 97 of 99
Article 18 – BONDS

Section 18.1. Performance Bond and Payment Bond. The Contractor shall, before
commencing the Construction Phase, provide to the Department payment and performance
bonds, each with a penal sum equal to the full value of the Agreement. These bonds shall cover
all aspects of the Project, including but not limited to construction management fees, general
conditions price, and any allowances, ensuring full protection for the Department and all
subcontractors and suppliers. The Contractor will be required to post an updated payment and
performance bonds to reflect the GMP Amendment amount. Such bond shall remain in full force
and effect until Final Completion is achieved and the Department shall be able to draw upon
such bond regardless of the amount paid by the Department to the Contractor, even if such
amount exceeds the penal value of such bond. Unless otherwise directed by the Department,
the Contractor shall require all Subcontractors whose Subcontract prices exceed One Hundred
Thousand Dollars ($100,000) to provide payment and performance bonds, with a penal sum equal
to one hundred percent (100%) of the subcontract price. All bonds must be in a form acceptable
to the Department, its lenders or bond trustee, and issued by a surety authorized to do business
in the District of Columbia and bonding company listed on the United States Department of
Treasury’s Listing of Approved Sureties. All subcontractors’ bonds must include a dual obligee
rider, naming the Contractor and the Department as dual obligees. If the Guaranteed Maximum
Price is increased pursuant to the terms of the Agreement, the Department may require that the
amount of the bonds be increased in the amount of one hundred percent (100%) of the increase,
and the Contractor shall promptly comply. The Contractor shall furnish a copy of its bonds to
any potential beneficiary of the bonds, or permit that person or company to make a copy. If the
bonds provided become unacceptable to the Department, the Contractor shall promptly provide
substitute security acceptable to the Department. If the Contractor intends to exercise its rights
as dual obligee under any trade Subcontractor’s bond, it shall first give the Department twenty
(20) days written notice, so that the Department may lodge any objection it may reasonably have
to the proposed action.
Page 98 of 99
Article 19 – CLAIMS AND DISPUTE RESOLUTION

All claims or disputes arising out of this Agreement shall be governed by the terms of
the Standard Contract Provisions.

ExhibitF1
ExhibitF2
ExhibitG
Exhibit H
ExhibitI
ExhibitJ
ExhibitKExhibitL
ExhibitMExhibitNExhibit0Exhibit P
ExhibitQ
ExhibitR
ExhibitS
ExhibitT
ExhibitU
Article20- EXHIBITS
ScopeofWork/ProgramRequirementsESADrawingsandSpecifications
Contractor’sProposalforESANo.1BaselineSchedule
PreconstructionandConstructionPhaseDeliverablesClose-OutDeliverablesKeyPersonnelDavis-Baconwagerates29CER5.5DavisBaconProvision
Contractor’sDesignatedRepresentative
Department'sDesignatedRepresentativesandContractingOfficerStandardContractProvisions,GeneralProvisions(ConstructionContracts)
ReleaseofLienWaiversFormof GMP Amendment
FF&ERequirements(ToBeDeterminedatGMP Amendment)
At-RiskConstructionManagementFeeAwardPoolDeterminationSubcontractorPerformanceEvaluationFormEEOPolicyForm
BuildingInformationModeling(BIM)
PreliminarySubcontractingPlan(ThefinalSBEplanwillbesubmittedbeforeenteringintoaGMP.)LivingWageActandFactSheet
CampaignFinanceReformActSelf-CertificationFormFirstSourceEmploymentAgreementTurnoverProtocol
IN WITNESS WHEREOF, theduly authorizedsignatoriesof thePartieshave executed
thisAgreement (DCAM-23-CS-RFP-0036) asofthe lastdateexecutedbelow.
DEPARTMENT OF GENERAL SERVICES
‘Anagencywithintheexecutivebranchofthe GCS,INC,DBA GCS-SIGALGovernmentoftheDistrictofColumbia.

By: By: L
Gabe OliverName: Name:
Title: Title,__Paztner& SVP
Date:, Date:__727afro
Page99of99
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

EXHIBITS A - U

EXHIBITS A-U ARE ACCESSIBLE VIA THE LINK BELOW:

FOC EXHIBITS-DCAM-23-CS-RFP-0036