Proposed Contract with THIHA, Inc.to Contract No. DCAM-23-CS-RFP-0002

MURIEL BOWSER
MAYOR

April 2, 2026

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 Contract No. DCAM -23-CS-RFP-0002 with THIHA, Inc., in the amount of
$6,326,631.27 (including an existing Letter Contract amount of $785,592.00).

Under the proposed Contract, THIHA, Inc., will provide design -build services to complete the
design and construction for the modernization of the Southwest Town Center Park pursuant to its
agreement with the Department of General Services (“DGS”). The work includes the addition of
a variety of play elements and programmable spaces that cultivate community pride and celebrate
the diversity of Southwest DC.

If you have any questions regarding this contract, please contact Delano Hunter, Director, DGS,
or have your staff contact Dr. Jacque McDonald, Associate Director and Chief Procurement
Officer, DGS, at (202) 836-2092.

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
Contract

Proposed Contract for Guaranteed Maximum Price (“GMP”) to Design-Build Services for
Southwest Town Center

(A) Contract Number: DCAM-23-CS-RFP-0002

Proposed Contractor: THIHA, Inc.

Contractor’s Principals: Hashim Hassan
President

Letter Contract: $785,592.00

Total Proposed Contract Amount: $6,326,631.27

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

Term of Contract: August 16, 2023, through May 13, 2027
(Administrative Term Date) with a Substantial
Completion Date of January 12, 2027, and a Final
Completion Date of March 15, 2027.

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

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

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

Not applicable.

2

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

A letter contract with the Contractor was executed by the Department of General Services (the
“Department” or “DGS”) on August 16, 2023 (the “Letter Contract”).

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

The Letter Contract was modified 8 times, where Modifications Nos. 1, 3, 4, 5, 6, 7, and 8 extended
the duration of the Letter Contract to June 30, 2026, and Modification No. 2, executed by the
Department on January 29, 2024, increased the Not-to-Exceed (“NTE) price by $204,000.00,
totaling $785,592.00 ($581,592.00 + $204,000.00).

(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 $785,592.00, 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 THIHA , Inc. (the “Contractor” or “Design -Builder”) to
provide design-build services for the design and construction for the modernization of the
Southwest Town Center Park.

Currently, the existing open spaces at the project location are disconnected and act as separate
experiences. There is no clear pedestrian or vehicular arrival experience or linkage that brings
these spaces together. There are several pedestrian portals that bring users into and through spaces,
such as the east-west sidewalk connection, however, they are not clearly identifiable from the main
thoroughfare, 4th Street SW.

The Design-Builder shall provide a town center that provides a variety of play elements and
programmable spaces that cultivates community pride and celebrates the diversity of Southwest
DC, including:

Parcel A: Western site - Design-Builder shall provide café seating, terraced seating, an event stage,
and public art display.

Parcel B: Eastern site - Design-Builder shall provide a multipurpose area to host a farmers’ market,
craft fair, holiday festival, and pop-up commerce. The Eastern site shall also include café seating
and terraced seating. The Project must achieve substantial completion by January 12, 2027.
The proposed Contract will establish the Guaranteed Maximum Price (“GMP”) of $6,326,631.27
inclusive of the initial NTE amount of $785,592.00 under the Letter Contract.

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 January 12, 2023, the Department posted RFP No. DCAM-23-CS-RFP-0002- Design-Build
Services for Southwest Town Center to engage a contractor to provide design-build services for
the Project on the Department’s website.

Four (4) Addenda were issued to this RFP.

Addendum No. 1- Issued on January 13, 2023:
- Provided the revised Site Requirements (Attachment A) of the RFP.

Addendum No. 2- Issued on February 3, 2023:
- Provided responses to questions about the RFP.
- Provided list of site visit participants.

Addendum No. 3- Issued on February 7, 2023:
- Extended the proposal submission date to February 21, 2023, at 2:00 P.M.

Addendum No. 4- Issued on February 16, 2023:
- Extended the proposal submission date to February 28, 2023, at 2:00 P.M.

Proposal Submissions:

On the Proposals’ due date, February 28, 2023, five (5) firms (collectively, the “ Offerors” and
each individually, an "Offeror") submitted Proposals in a timely manner.

Technical Evaluations Process:

Each Offeror’s technical proposal was independently evaluated by a Technical Evaluation Panel
(“TEP” or “Panel”). A kick-off meeting was held and established a schedule for the evaluation of
proposals and discussed in detail the roles and responsibilities of the TEP. In addition, each TEP
member completed the required Disclosure Agreement and Confidentiality Agreement. Prior to
convening the 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 virtually on April 4, 2023, to develop the consensus technical score for each Offeror.

Contracting Officer’s Independent Evaluation:

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

4

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.

Determination of a Fair and a Reasonable Price:

When the total points for all of the three components (technical, price, and CBE preference) were
combined, the Contractor was the highest ranked Offeror. The 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 August 16, 2023, t he Department awarded Letter Contract No. DCAM -23-CS-RFP-0002 to
the Contractor as such award was determined to be most advantageous to the District.

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

The award of the Contract was not protested.

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

Ongoing Projects:

• DCAM-22-CS-RFQ-0016M-Task Order No. 1 - DC Village DOH Animal Shelter
Roadway Paving
• DCAM-22-CS-RFQ-0016M-Task Order No. 2 - Design-Build Services for DPW W Street
Admin Building

Bids submitted:

None.

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

The Contractor is a certified Small Business Enterprise (“SBE”), Washington, DC-based firm and
has performed satisfactorily on previous projects with the District. The Contractor provides

5

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

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

The Contractor is a certified small business enterprise in accordance with the Act (CBE Number:
LSDRE82663022028). Notwithstanding the foregoing, the Contractor has certified that it will
subcontract a portion of the Contract amount to SBE/CBE’s that are certified by DSLBD, as
follows, as required by law:

Contract Dollar Value: $6,326,631.27
Minimum Self-Performance Requirement: 35% of Total Contract Dollar Value
Actual Self-Performance Percentage: 36.92%
Actual Total Dollar Value of Self Performance: $2,335,792.26
Minimum CBE Subcontracting Percentage: 35%
Minimum CBE Subcontracting Requirement: $1,396,793.65
Actual Subcontracting Amount $2,727,191.52
Actual Sub-Contracting Percentage 68%

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

The Contractor is required to provide the full range of design and construction services required
for the Project necessary to substantially complete the Project no later than January 12, 2027. The
Contractor’s performance will be monitored by DGS staff and DGS’s designated Program
Manager. Additionally, the Contractor must adhere to the terms and conditions of the Standard
Contract Provisions for use with District of Columbia Government Construction and
Architectural/Engineering Services contracts.

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

The Letter Contract executed by the Department on August 16, 2023, provides for an initial NTE
amount of $785,592.00, which represents the total expenditure of funds authorized to date.

6

(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 pr ovided under D.C. Official Code § 2-
353.01(b):

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

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

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

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

According to the DSLBD website, the Contractor is a certified Local Business Enterprise. The
Contractor’s CBE Number is LSDRE82663022028, with an expiration date of February 12, 2028.

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

None.

7

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

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

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

Not applicable.

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

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

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

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

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

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: March 24, 2026 L0016370718Notice Number:
FEIN: **-***6493
Case ID: 18902410

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
THIHA INC
4937 WESTERN AVE NW
WASHINGTON DC 20016-4319

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

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum

To: Delano Hunter
Director, Department of General Services

From: Antoinette Hudson Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. (DCAM-23-CS-RFP-0002) Design-Build Services for
Southwest Town Center

Date: March 20, 2026

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 Design-Build Services for Southwest Town Center (DCAM-23-CS-RFP-0002)
(the “Contract”) with THIHA Inc. (the “Contractor”), in the amount of $6,326,631.27 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 August 16, 2023, the Letter Contract
was executed by the Department, with an initial Not-to-Exceed (“NTE”) amount of $581,592.00. The
Letter Contract was modified 8 times where Modifications Nos. 1, 3, 4, 5, 6, 7, and 8 extended the
duration of the Letter Contract, and Modification No. 2, executed by the Department on January 29,
2024, increased the NTE by $204,000.00, totaling $785,592.00 ($581,592.00 + $204,000.00). The
proposed Guaranteed Maximum Price (“GMP”) in the amount of $5,541,039.27 will increase the NTE
amount to $6,326,631.27 ($785,592.00 + $5,541,039.27). The proposed GMP is a tipper and will
increase the contract value to $1 million or more, therefore, Council approval is required.

While funding in the amount of $6,326,631.27 is being approved for capital-eligible items only, there
is an ineligible amount of $104,704.64, listed in Exhibit K1. See the non-capital column and associated
items. These items are ineligible for capital expenditure, per the District Guidelines. The goods/services
are needed in FY2026. There should be no purchases, commitments, or expenditures for these items,
until operating funds are available, via a purchase order for the same amount. In no event shall the
Contractor be entitled to perform any work a gainst these items unless authorized in advance and in
writing by a duly authorized DGS Contracting Officer through a modification of the contract. Unless
and until such modification is executed by a duly authorized DGS Contracting Officer, the Contractor
will be limited to capital -funded purchase orders (“POs”) in the amount of $6,221,926.63 for the
capital-eligible work authorized by this contract modification. For the avoidance of confusion, if the
Contractor performs any work with the ineligible items in the amount of $104,704.64, as outlined in
Exhibit K1, without express written authorization by a duly authorized DGS Contracting Officer, the
Contractor does so at its own risk.

The Department of General Services (AM0 –Implementing AGY) has $6,326,631.27 in the
Department of Parks and Recreation (HA0–Owner AGY) 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
Owne
r
AGY
RK/PO Amount Comments
100163 -
AM0.QE8SWC.S
OUTHWEST
TOWN CENTER
PARKS
04.01 n/a 3030300 AM0 HA0 PO692549 $581,592.00 Letter Contract
100163 -
AM0.QE8SWC.S
OUTHWEST
TOWN CENTER
PARKS
04.01 n/a 3030300 AM0 HA0 PO703467 $195,000.00
Modification No. 2 to the Letter
Contract – Capital Part of
$204,000.00
100163 -
AM0.QE8SWC.S
OUTHWEST
TOWN CENTER
PARKS
04.01 n/a 3030300 AM0 HA0 RK268238 $9,000.00
Modification No. 2 to the Letter
Contract – Operating Part of
$204,000.00.
Pending approval of a reverse
capital Paygo to operating repro in
FY26.
100163 -
AM0.QE8SWC.S
OUTHWEST
TOWN CENTER
PARKS
04.01 n/a 3030300 AM0 HA0 RK324135 $5,436,334.63 Proposed GMP - Capital Part of
$5,541,039.27
100163 -
AM0.QE8SWC.S
OUTHWEST
TOWN CENTER
PARKS
04.01 n/a 3030300 AM0 HA0 RK324149 $104,704.64
Proposed GMP – Operating Part of
$5,541,039.27.
Pending approval of a reverse
capital Paygo to operating repro in
FY26.
Total $6,326,631.27

_____________________
Antoinette Hudson Beckham
Agency Fiscal Officer Department of
General Services

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

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

OFFICE OF THE GENERAL COUNSEL

MEMORANDUM

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

FROM: Kristen Walp
Interim Deputy General Counsel

SUBJECT: Legal Sufficiency Certification

Design-Build Services for Southwest Town Center
Contract Number: DCAM-23-CS-RFP-0002
Contractor: THIHA, Inc.

DATE: March 25, 2026
_____________________________________________________________________________

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

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

____________________________
Kristen Walp
Interim Deputy General Counsel

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

July 25, 2023
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

By Electronic Mail to hhassan@thihainc.com

Hashim Hassan
President
THIHA Inc.
4937 Western Ave NW
Washington, DC, 20026

Reference: Request for Proposals No. DCAM-23-CS-RFP-0002 (“RFP”) – Design-Build
Services for Southwest Town Center

Subject: Notice to Proceed and Letter Contract

Dear Mr. Hassan,

We refer to the offer submitted by (the “Design-Builder” or “DB”) in response to the above
referenced RFP. We are pleased to inform you that this Project has been awarded to THIHA
Inc. and if this letter contract (“Letter Contract”) is signed by the DB without modification of any
kind, it will serve as a notice to proceed for the work described below. This notice to proceed is
subject to the following terms:

1. Letter Contract. This is a Letter Contract between the DB, and the District of Columbia
Government, acting by and through its Department of General Services (“DGS” or the
“Department”), and shall govern our relationship until such time as a final contract is entered into
for the work described in the above referenced RFP (the “Definitized Contract”); provided,
however, that to the extent an issue is not covered in this Letter Contract, the RFP shall govern.
Once the Definitized Contract is signed by the Department, this Letter Contract shall automatically
terminate and merge into the Definitized Contract.

2. Scope of Work. The DB is authorized to provide all professional services, materials, tools,
supplies and equipment necessary to advance the design and obtain the necessary permits for the
Project.
3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the
DB shall provide, at a minimum, the deliverables in accordance with the requirements in the RFP

Page 2 of 3
3924 Minnesota Ave, NE, Washington DC 20019 | Telephone (202) 727-2800 | Fax (202) 727-7283
and Form of Contract to the Department’s Program Manager and in the referenced instances to the
Contracting Officer.
In the event that the DB fails to timely submit any such deliverable, the DB shall pay to the
Department a disincentive fee of ($5000) dollars plus ($500) per day after receiving written notice
from either the COTR or the Contracting Officer of failure to submit each deliverable. This remedy
is cumulative and does not limit any other right or remedy of the Department under the contract
or applicable District law.
4. Not to Exceed Amount. The limit of this authorization is $581,592.00. In no event shall
the DB be entitled to receive more than this amount under this Letter Contract. This not-to-exceed
amount includes all costs incurred by the DB in connection with the work authorized hereby. In
no event shall the DB be entitled to receive more than the Not-To-Exceed Amount under this Letter
Contract unless authorized in advance and in writing by a duly authorized Contracting Officer.
5. Insurance. At all times while working under this Letter Contract, the DB shall maintain
insurance as described in the RFP . All such policies shall be endorsed to add the District of
Columbia, including, but not limited to, its Department of General Services, and the respective
agents, employees and offices of each as additional insureds.
6. Duration. Once signed by the DB, the Letter Contract will become effective on the date the
Letter Contract is executed by the Department. This Letter Contract will terminate on the earlier
to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) October
24, 2023. DGS reserves the right to terminate this Letter Contract, in whole or specified part, for
convenience in the manner described in the District of Columbia Department of General Services
Standard Contract Provisions General Provisions for Architectural and Engineering Services
Contracts dated October 2018, attached as Exhibit E.
7. ProjectTeam. The DB shall utilize the Department’s ProjectTeam system to submit any
and all documentation required to be provided by the DB for the Project, including, but not limited
to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for
payment (full package including all forms required by DGS); (v) certified payrolls (in addition to
upload via LCP Tracker); (vi) drawings and specifications; (vii) punchlist; and (viii) other
documents as may be designated by the Department. The DB also shall require all subcontractors
and subconsultants to utilize prolog for the Project.
8. Purchase Order Number. This Letter Contract will become effective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division
will issue a purchase order number within five (5) business days. The purchase order will be sent
in a separate cover. That number should be included in all future invoices and accounting records.
In the event that you do not obtain a purchase order number please contact Sadiq Ludin via
sadiq.ludin@dc.gov directly to obtain this number.
9. Ownership and Use of Documents. All documents and work product prepared by the DB
shall become the property of the Department upon the payment of invoices submitted under the
Letter Contract.
Page 3 of 3
3924 Minnesota Ave, NE, Washington DC 20019 | Telephone (202) 727-2800 | Fax (202) 727-7283
10. Entire Agreement; Modification . This Letter Contract, along with the Standard Contract
Provisions (Exhibit D – Architectural and Engineering Services and Exhibit E – Construction
Contracts) supersede all contemporaneous or prior negotiations, representations, course of dealing,
or agreements, either written or oral. No modifications to this Letter Contract shall be effective
against the Department and unless made in writing signed by the Department. Notwithstanding
the provisions of this Section 10, nothing herein shall limit the Department’s ability to unilaterally
modify this Letter Contract.
11. Order of Precedence. The following documents are incorporated into this NTP Letter of
Contract in the following order of precedence:
1. RFP No. DCAM-23-CS-RFP-0002 (by reference)
a. Exhibit A1 SOW
b. Exhibit A2 SOV
2. The Design-Builder’s proposal (Exhibit B)
3. Davis Bacon Act Wage Determination (Exhibit C)
4. The District of Columbia Department of General Services Standard Contract
Provisions for A&E (Exhibit D)
5. The District of Columbia Department of General Services Standard Contract
Provisions for Construction Contracts (Exhibit E)
6. Service Contract Act (Exhibit F)
7. SBE Subcontracting Plan (Exhibit G)
8. First Source Agreement (Exhibit H).
ISSUED BY: SIGNED BY:
DEPARTMENT OF GENERAL SERVICES
By: By:
Name: Obaidullah Ranjbar Name: Hashim Hassan
Title: Contracting Officer Title: President
Date: Date: July 26th, 2023

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(Signature of person authorized to sign) (Signature of Contracting Officer)
President
10-20-2023
10/23/2023
Obaidullah
Ranjbar
Digitally signed by Obaidullah Ranjbar
DN: cn=Obaidullah Ranjbar, o, ou=C&P,
email=Obaidullah.ranjbar@dc.gov,
c=US
Date: 2023.10.23 10:32:37 -04'00'

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Supervisory Contract Specialist
Contracts and Procurement
Department of General Services
3924 Minnesota Ave. NE, 5th Floor
Washington, DC 20019

Reference: Southwest Town Center Parks

Subject: Contract Extension Modification Justification

Dear Shafi,

This memo is to justify THIHA,Inc. Contract Extension Modification request for
DCAM-23-CS-RFP-0002. The request is to revise letter contract completion date from executed
DCAM-23-CS-RFP-0002 from October 24,2023 to April 24,2024.

Should you have any questions or wish to discuss this matter further, please feel free to contact
me directly at tayler.jones@dc.gov.

Sincerely,

Tayler Jones
Project Manager

CC: Cassidy Mullen, DGS
Shafi Anwary, DGS

'X
12. A
ccounting and Appropriation Data (If Required)
1
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
copy to the issuing office.E. IMPORTANT: Contractor is not, is required to sign this document and return
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
I
T MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority) Title 27 DCMR Sections 4728 and Contract No. DCAM-23-CS-RFP-0002
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
15B. THIHA Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
15A. Name and Title of Signer (Type or print)
A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
16A. Name of Contracting Officer
Hashim Hassan, President Obaidullah Ranjbar
C. This supplemental agreement is entered into pursuant to authority of:
Contract No. DCAM-23-CS-RFP-0002 Design-Build Services for Southwest Town Center is hereby modified as follows:
2. T
erms & Conditions: All other Terms and Conditions remain unchanged.
1. Not
to Exceed Amount: The Not to Exceed ("NTE") amount of the Letter Contract is hereby increased by $204,000.00 from
$581,592.00 to $785,592.00 to incoroparte the Owner's Allownaces Cost. In no even shall the Contractor be paid more than $785,592.00 for
the work authorized unless the Contractor is authorized to exceed this limit in advance and in writing by an authorized Contracting Officer.
Note: The PO will be issued with the NTE amount of $195,000.00 which is the Capital Portion, the remaining balance of $9,000.00 is for
the Operating Funds and will be issued upon the fund availablity. See Exhibit A for the list of the items in the non-capital expenditure
column. There should be no purchases, commitments, or expenditures for these items untill operating funds are available, via a purchase
order for the same amount of ($9,000.00).
(Signature of person authorized to sign) (Signature of Contracting Officer)
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
solicitation and this amendment, and is received prior to the opening hour and date specified.
DCAM-23-CS-RFP-0002
9B. Dated (See Item 11)
X
10A. Modification of Contract/Order No.
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
T
HIHA Inc.
4937 W
estern Ave NW
W
ashington, DC 20026
A
ttn: Hashim Hassan
10B. Dated (See Item 13)
August 16, 2023
hhas
san@thihainc.com
Contracting and Procurement Division Capital Construction D ivision
3924 M
innesota Ave, NE, 5th Floor 3924 M
innesota Ave, NE, 5th Floor
W
ashington, DC 20019 W
ashington, DC 20019
1. C
ontract Number
MODIFICATION OF CONTRACT
Page of Pages
DCAM-23-CS-RFP-0002
12
7. A
dministered By (If other than line 6)
De
partment of General Services De
partment of General Services
6. I
ssued By:
3. E
ffective Date 4. R
equisition/Purchase Request No. 5. C
aption
Modification No. 2 See Block 16C
Design-Build Services for
Southwest Town Center
2. Modification Number
1-9-2024
HIHA Inc.
1/29/2024
Obaidullah Ranjbar
Digitally signed by Obaidullah Ranjbar
DN: cn=Obaidullah Ranjbar, o, ou=C&P,
email=Obaidullah.ranjbar@dc.gov, c=US
Date: 2024.01.29 10:03:35 -05'00'
RK268229
(Continuation)
Page of Pages
3. Contract Recap:
Letter Contract $581,592.00
Modification No. 1 $0.00
Modification No. 2 $204,000.00
Not-to-Exceed Amount $785,592.00
2 of 2
Modification No. 1
executed on 8/16/2023
Administrative
DCAM-23-CS-RFP-0002 Modifcation No. 2
NTE Increase





 

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SW Town Center Parks - AM0.QE8SWC
Owner Allowances
Capital Eligible 195,000.00$ $ - $ 195,000.00
Non-Capital 9,000.00$ $ - $ 9,000.00
Extended Totals 204,000.00$ $ - $ - $ 204,000.00
Description Unit Count Type Count Unit Price Extended Total Capital expenditure s Non-Capital
expenditures
Art Allowance 1 $ 9,000.00 $ 9,000.00 9,000.00$
Owner Allowance
Total $ 195,000.00 9,000.00$
Letter Contract Total $ 785,592.00
Owner Allowance
X

Hashim Hassan Obaidullah Ranjbar
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. DISTRICT OF COLUMBIA 16C. DATE SIGNED
(Signature of person authorized to sign) (Signature of Contracting Officer)
Section 6. Duration: The duration of the Letter Contract is hereby extended from April 24, 2024 to October 24, 2024. This Letter Contract will terminate
on the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) October 24, 2024.
2 Terms & Conditions. Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITL E OF CONTRACTING OFFICER (Type or print)
3 Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles, and holds
the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional time, additional cost,
contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have now or in the future against the
Department arising from or out of, as consequence or result of, relating to or in any manner connected with this Change Order, the above-referenced
Project, and the Contract Work.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
1
x Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0002
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
D. OTHER (Specify type of modification and authority)
Letter Contract No. DCAM-23-CS-RFP-0002 for Design-Build Services for Southwest Town Center (“Project”) is hereby modified as follows:
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation data, etc.) SET FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
CHECK
ONE
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NUMBER IN ITEM 10A.
12. Accounting and Appropriation Data (If Required)
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED
MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made
by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received
prior to the opening hour and date specified.
Email: hhassan@thihainc.com 10B. DATED (SEE ITEM 13)
August 16, 2023
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a)
By completing items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted;
5. CAPTION4. PURCHASE REQUISITION NO.
N/A
3. EFFECTIVE DATE
See Block 16C Design-Build Services for Southwest
Town Center
9B. DATED (SEE ITEM 11)
X
10A. MODIFICATION OF CONTRACT/ORDER NUMBER
DCAM-23-CS-RFP-0002
Washington, DC 20026
Attn: Hashim Hassan
Washington, DC 20019 Washington, DC 20019
8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NUMBER
THIHA Inc.
4937 Western Ave, NW
2. MODIFICATION NUMBER
Modification No. 3
MODIFICATION OF CONTRACT
Department of General Services Department of General Services
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Ave, NE, 5th Floor 3924 Minnesota Ave, NE, 5th Floor
6. ISSUED BY: 7. ADMINISTERED BY (If other than Item 6)
1. CONTRACT NO
DCAM-23-CS-RFP-0002
Page of Pages
12
4-24-2024
President
4/24/2024

(Continuation)
Modification No. 2 NTE Increase 204,000.00 $
Total 785,592.00$
CONTRACT NUMBER Modificati on Number Page of Pages
DCAM-23-CS-RFP-0002 Modi fication No. 3 2 of 2
Letter Contract Issued on 8/16/2023 581,592.00 $
Modification No. 1 Letter Contract Time Extension - $
4. CONTRACT/AGREEMENT RECAP:
Modification No. 3 -$ Letter Contract Time Extension
Supervisory Contract Specialist
Contracts and Procurement
Department of General Services
3924 Minnesota Ave. NE, 5th Floor
Washington, DC 20019
Reference: Southwest Town Center Parks
Subject: Contract Extension Modification Justification
Dear Obi,
This memo is to justify THIHA,Inc. Contract Extension Modification request for
DCAM-23-CS-RFP-0002. The request is to revise letter contract completion date from executed
DCAM-23-CS-RFP-0002 from April 24,2024 to October 24,2024.
Should you have any questions or wish to discuss this matter further, please feel free to contact
me directly at tayler.jones@dc.gov.
Sincerely,
Tayler Jones
Project Manager
CC: Obaidullah Ranjbar, DGS
Osei Headley, DGS

X
MODIFICATION OF CONTRACT
Department of General Services Department of General Services
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Ave, NE, 5th Floor 3924 Minnesota Ave, NE, 5th Floor
6. ISSUED BY: 7. ADMINISTERED BY (If other than Item 6)
1. CONTRACT NO
DCAM-23-CS-RFP-0002
Page of Pages
12
5. CAPTION4. PURCHASE REQUISITION NO.
N/A
3. EFFECTIVE DATE
See Block 16C Design-Build Services for Southwest
Town Center
2. MODIFICATION NUMBER
Modification No. 4
9B. DATED (SEE ITEM 11)
X
10A. MODIFICATION OF CONTRACT/ORDER NUMBER
DCAM-23-CS-RFP-0002
Washington, DC 20026
Attn: Hashim Hassan
Washington, DC 20019 Washington, DC 20019
8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NUMBER
THIHA Inc.
4937 Western Ave, NW
12. Accounting and Appropriation Data (If Required)
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED
MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made
by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received
prior to the opening hour and date specified.
Email: hhassan@thihainc.com 10B. DATED (SEE ITEM 13)
August 16, 2023
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a)
By completing items 8 and 15, and returning _____1_____ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted;
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation data, etc.) SET FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
CHECK
ONE
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NUMBER IN ITEM 10A.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
1
x Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0002
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
D. OTHER (Specify type of modification and authority)
Letter Contract No. DCAM-23-CS-RFP-0002 for Design-Build Services for Southwest Town Center (“Project”) is hereby modified as follows:
Duration Of The Letter Contact: Duration of the Letter Contract is hereby extended from October 24, 2024 to January 22, 2025. This Letter Contract
will terminate on the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) January 22,2025.
2 Terms & Conditions. Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
3 Release. It is mutually agreed that in exchange for this Change Order and other consideration, the Contractor hereby releases, waives, settles, and holds
the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional time, additional cost,
contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have now or in the future against the
Department arising from or out of, as consequence or result of, relating to or in any manner connected with this Change Order, the above-referenced
Project, and the Contract Work.

Hashim Hassan Eric Njonjo
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. DISTRICT OF COLUMBIA 16C. DATE SIGNED
(Signature of person authorized to sign) (Signature of Contracting Officer)
9-30-2024
President
10/1/2024

(Continuation)
Letter Contract Issued on 8/16/2023 $581,592.00
Modification No. 1 Letter Contract Time Extension $0.00
4. CONTRACT/AGREEMENT RECAP:
CONTRACT NUMBER Modification Number Page of Pages
DCAM-23-CS-RFP-0002 Modification No. 4 2 of 2
Not To Exceed Amount $785,592.00
Modification No. 2 NTE Increase $204,000.00
Modification No. 3 $0.00Letter Contract Time Extension
Modification No. 4 Letter Contract Time Extension $0.00
X
MODIFICATION OF CONTRACT
Department of General Services Department of General Services
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
6. ISSUED BY: 7. ADMINISTERED BY (If other than Item 6)
1. CONTRACT NO
DCAM-23-CS-RFP-0002
Page of Pages
12
5. CAPTION4. PURCHASE REQUISITION NO.
PR-014484
3. EFFECTIVE DATE
See Block 16C Design-Build Services for Southwest
Town Center
2. MODIFICATION NUMBER
Modification No. 5
9B. DATED (SEE ITEM 11)
X
10A. MODIFICATION OF CONTRACT/ORDER NUMBER
DCAM-23-CS-RFP-0002
Washington, DC 20026
Attn: Hashim Hassan
Washington, DC 20019 Washington, DC 20019
8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NUMBER
THIHA Inc.
4937 Western Avenue, NW
12. Accounting and Appropriation Data (If Required)
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED
MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made
by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received
prior to the opening hour and date specified.
Email: hhassan@thihainc.com 10B. DATED (SEE ITEM 13)
August 16, 2023
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a)
By completing items 8 and 15, and returning _____1_____ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted;
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation data, etc.) SET FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
CHECK
ONE
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NUMBER IN ITEM 10A.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
1
x Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0002
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
D. OTHER (Specify type of modification and authority)
Contract No. DCAM-23-CS-RFP-0002 for Design-Build Services for Southwest Town Center (“Project”) is hereby modified as follows:
Duration Of The Letter Contact: The Letter Contract duration is hereby extended from January 22, 2025 to July 22, 2025. This Letter Contract will
terminate on the earlier to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) July 22, 2025.
2 Terms & Conditions . Except as provided herein, all terms and conditions remain unchanged.
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NA ME AND TITLE OF CONTRACTING OFFICER (Type or print)
3 Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles, and holds
the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional time, additional cost,
contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have now or in the future against the
Department arising from or out of, as consequence or result of, relating to or in any manner connected with this Change Order, the above-referenced
Project, and the Contract Work.

Hashim Hassan, President Suzi Tabot
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. DISTRICT OF COLUMBIA 16C. DATE SIGNED
(Signature of person authorized to sign) (Signature of Contracting Officer)
1-13-2025
1/14/2025
(Continuation)
Letter Contract Issued on 8/16/2023 $581,592.00
Modification No. 1 Letter Contract Time Extension $0.00
17. CONTRACT/AGREEMENT RECAP:
CONTRACT NUMBER Modification Number Page of Pages
DCAM-23-CS-RFP-0002 Modification No. 5 2 of 2
Not To Exceed Amount $785,592.00
Modification No. 2 NTE Increase $204,000.00
Modification No. 3 $0.00Letter Contract Time Extension
Modification No. 4 Letter Contract Time Extension $0.00
Modification No. 5 Letter Contract Time Extension $0.00
X
Washington, DC 20019 Washington, DC 20019
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a)
By completing items 8 and 15, and returning _____1_____ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED
MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made
by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received
prior to the opening hour and date specified.
2 Terms & Conditions. Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME OF CONTRACT SPECIALIST
3 Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles, and holds
the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional time, additional cost,
contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have now or in the future against the
Department arising from or out of, as a consequence or result of, relating to or in any manner connected with this Change Order, the above-referenced
Project, and the Contract Work.
Hashim Hassan, President Farzana Balooch
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. DISTRICT OF COLUMBIA 16C. DATE SIGNED
(Signature of person authorized to sign) (Signature of Contract Specialist)
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
1
x
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
D. OTHER (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0002
Letter Contract No. DCAM-23-CS-RFP-0002 for Design-Build Services for Southwest Town Center (“Project”) is hereby modified as follows due to the delays in
permit issuance by the Department of Buildings ("DOB"):
Duration Of The Letter Contract: The duration of this Letter Contract and Notice to Proceed is hereby extended from July 22, 2025, to December 31,
2025. Unless further extended by an authorized Contracting Officer, this Letter Contract will terminate on December 31, 2025, or shall automatically be
incorporated into and shall merge into and be superseded by the Definitized Contract upon execution of a Definitive Contract by an authorized Contracting
Officer.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation data, etc.) SET FORTH IN ITEM 14.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
CHECK
ONE
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NUMBER IN ITEM 10A.
12. Accounting and Appropriation Data (If Required)
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Email: hhassan@thihainc.com 10B. DATED (SEE ITEM 13)
August 16, 2023
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
9B. DATED (SEE ITEM 11)
X
10A. MODIFICATION OF CONTRACT/ORDER NUMBER
DCAM-23-CS-RFP-0002
Washington, DC 20026
Attn: Hashim Hassan
Contract POC: Razaq Elham (razaq.elham@dc.gov)
8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NUMBER
THIHA Inc.
4937 Western Avenue, NW
MODIFICATION OF CONTRACT
Department of General Services Department of General Services
Contracts and Procurement Division Capital Construction Services Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
6. ISSUED BY: 7. ADMINISTERED BY (If other than Item 6)
1. CONTRACT NO
DCAM-23-CS-RFP-0002
Page of Pages
12
5. CAPTION4. PURCHASE REQUISITION NO.
PR-015353
3. EFFECTIVE DATE
See Block 16C Design-Build Services for Southwest
Town Center
2. MODIFICATION NUMBER
Modification No. 6 to the Letter Contract
7-18-2025
7.18.2025
(Continuation)
Modification No. 6 No-Cost Time Extension $0.00
Modification No. 3 $0.00No-Cost Time Extension
Modification Number Page of Pages
DCAM-23-CS-RFP-0002 Modification No. 6 to the Letter Contract 2 o f 2
Modification No. 2 NTE Increase
Modification No. 4 No-Cost Time Extension $0.00
Modification No. 5 No-Cost Time Extension $0.00
Not To Exceed Amount $785,592.00
$204,000.00
CONTRACT NUMBER
Letter Contract Executed on: August 16, 2023 $581,592.00
Modification No. 1 No-Cost Time Extension $0.00
17. CONTRACT/AGREEMENT RECAP:
X
Page of Pages
1 2
Contracts and Procurement Division Capital Construction Sevices Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 7 to the Letter Contract See Block 16C Design-Build Services for Southwest
Town Center
MODIFICATION OF CONTRACT 1. Contract Number
DCAM-23-CS-RFP-0002
1. Letter Contract Duration. The duration of this Letter Contract and Notice to Proceed is hereby extended from December 31, 2025, to
March 31, 2026. Unless further extended by an authorized Contracting Officer, this Letter Contract will terminate on March 31, 2026, or
shall automatically be incorporated into and shall merge into and be superseded by the Definitized Contract upon execution of a Definitive
Contract by an authorized Contracting Officer.
is not extended.
PR-016361
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
following methods: (a) By completing Items 8 and 15, and returning
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
THIHA Inc. 9B. Dated (See Item 11)
Washington, DC 20019 Washington, DC 20019
Contract POC: Jahan Zib Sapai (Jahan.sapai@dc.gov)
10B. Dated (See Item 13)
August 16, 2023
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
4937 Western Avenue, NW DCAM-23-CS-RFP-0002
A. This change order is issued pursuant to: (Specify Authority)
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
2. Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives,
settles and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work,
additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or unknown, that the
Contractor may have now or in the future against the Department arising from or out of, as a consequence or result of, relating to or in any
manner connected with this Change Order, the above-referenced Project, and the Contract work.
C. This supplemental agreement is entered into pursuant to authority of:
Washington, DC 20026
X
10A. Modification of Contract/Order No.
Hashim Hassan - President DCAM-23-CS-RFP-0002
hhassan@thihainc.com
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
15A. Name and Title of Signer 16A. Name of Contracting Officer
Letter Contract No. DCAM-23-CS-RFP-0002 - Design-Build Services for Southwest Town Center (the "Project") is hereby modified as
follows to allow sufficient time for development, review, and approval of the Guaranteed Maximum Price ("GMP") proposal, which has been
delayed due to the prolonged permitting process for Parcel A at the Department of Buildings.
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
E. IMPORTANT: Contractor is required to sign this document and return 1 copy to the issuing office.
(Signature of Authorized Person) (Signature of Contract Specialist)
Hashim Hassan, President Suzi Tabot
15B. THIHA Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
is not,
date, etc.) set forth in item 14.
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
X D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0002
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
12-18-2025
12/19/2025
(Continuation)
Page of Pages
17. Contract Recap
Letter Contract $581,592.00
Modification No. 1 $0.00
Modification No. 2 $204,000.00
Modification No. 3 $0.00
Modification No. 4 $0.00
Modification No. 5 $0.00
Modification No. 6 $0.00
Modification No. 7 $0.00
Not To Exceed Amount $785,592.00
Contract Number
DCAM-23-CS-RFP-0002 Modification No. 7 to the Letter Contract 2 of 2
No-Cost Time Extension
NTE Increase
Modification Number
No-Cost Time Extension
Executed on: August 16, 2023
No-Cost Time Extension
No-Cost Time Extension
No-Cost Time Extension
No-Cost Time Extension
X
Page of Pages
12
Contracts and Procurement Division Capital Construction Sevices Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 8 to the Letter Contract See Block 16C Design-Build Services for Southwest
Town Center
MODIFICATION OF CONTRACT 1. Contract Number
DCAM-23-CS-RFP-0002
is not extended.
PR-016858
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
following methods: (a) By completing Items 8 and 15, and returning
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
THIHA Inc. 9B. Dated (See Item 11)
Washington, DC 20019 Washington, DC 20019
Contract POC: Farzana Balooch (farzana.balooch@dc.gov)
10B. Dated (See Item 13)
August 16, 2023
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code 9A. Amendment of Solicitation No .
4937 Western Avenue, NW DCAM-23-CS-RFP-0002
A. This change order is issued pursuant to: (Specify Authority)
solicitation and this amendment, and is received prior to the opening hour and date specified
12. Accounting and Appropriation Data (If Required)
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriatio
C.
This supplemental agreement is entered into pursuant to authority of
Washington, DC 20026
X
10A. Modification of Contract/Order No.
Hashim Hassan - President DCAM-23-CS-RFP-0002
hhassan@thihainc.com
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to th
1. Letter Contract Duration. The duration of this Letter Contract and Notice to Proceed is hereby extended to June 30, 2026. Unless further
extended by an authorized Contracting Officer, this Letter Contract will terminate on June 30, 2026, or shall automatically be incorporated into
and shall merge into and be superseded by the Definitized Contract upon execution of a Definitive Contract by an authorized Contracting Officer.
2. Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles
and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional
time, additional cost, contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have
now or in the future against the Department arising from or out of, as a consequence or result of, relating to or in any manner connected with this
Change Order, the above-referenced Project, and the Contract work.
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
15A. Name and Title of Signer 16A. Name of Contract Specialist
Letter Contract No. DCAM-23-CS-RFP-0002 - Design-Build Services for Southwest Town Center (the "Project") is hereby modified as follows
due to the extended permitting process at the Department of Buildings ("DOB").
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
E. IMPORTANT: Contractor is required to sign this document and return 1 copy to the issuing office .
(Signature of Authorized Person) (Signature of Contract Specialist)
Hashim Hassan, President Farzana Balooch
15B. THIHA Inc. 15C. Date Signe d 16B. District of Columbia 16C. Date Signed
is not,
date, etc.) set forth in item 14.
The changes set forth in Item 14 are made in the contract/order no. in item 10A
copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
X D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-23-CS-RFP-0002
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
3-24-26
3.24.2026
(Continuation)
Page of Pages
17. Contract Recap
Letter Contract $581,592.00
Modification No. 1 $0.00
Modification No. 2 $204,000.00
Modification No. 3 $0.00
Modification No. 4 $0.00
Modification No. 5 $0.00
Modification No. 6 $0.00
Modification No. 7 $0.00
Modification No. 8 $0.00
Not To Exceed Amount $785,592.00
Contract Number
DCAM-23-CS-RFP-0002 Modification No. 8 to the Letter Contract 2 of 2
No-Cost Time Extension
NTE Increase
Modification Number
No-Cost Time Extension
Executed on: August 16, 2023
No-Cost Time Extension
No-Cost Time Extension
No-Cost Time Extension
No-Cost Time Extension
No-Cost Time Extension

DESIGN-BUILD AGREEMENT FOR SOUTHWEST TOWN
CENTER

BY AND BETWEEN

THE DEPARTMENT OF GENERAL SERVICES

AND

THIHA Inc.

CONTRACT NUMBER: DCAM-23-CS-RFP-0002
-2-
POJECT INFORMATION
A. PROJECT SUMMARY

1. Project Name: Design-Build Services for Southwest
Town Center
2. Project Address: Near SW Corner of 4th and I and
900 4th Street, SW, Washington,
DC 20024
3. Agreement Type: Design-Build (Cost Plus Fixed Fee with
Guaranteed Maximum Price)
4. Client Agency: Department of Parks and Recreation
(“DPR”)
5. Design-Builder: THIHA Inc.
6. Agreement Amounts:
i. Guaranteed Maximum Price $6,326,631.27, which includes the initial Not-
to-Exceed (“NTE”) amount of $785,592.00
under the Letter Contract.
(While funding in the amount of
$6,326,631.27 is being approved for capital-
eligible items only, there is an ineligible
amount of $104,704.64, listed in Exhibit K1.
See the non-capital column and associated
items. These items are ineligible for capital
expenditure, per the District Guidelines. The
goods/services are needed in FY2026. There
should be no purchases, commitments, or
expenditures for these items, until operating
funds are available, via a purchase order for
the same amount.)
7. Design-Builder Compensation:
i. Design Fee: $315,000.00
ii. Design-Build Fee:

$157,806.00
iii. Base Design-Build Fee (70% of
Design-Build Fee):
$110,464.20
iv. At-Risk Portion of Design-Build Fee
(30% of Design-Build Fee):
$47,341.80
v. Preconstruction fee (15% of the Base
Design-Build Fee):
$16,569.63
vi. Maximum Cost of General
Conditions:
$108,786.00
-3-
vii. Contingency: Design Contingency: $47,980.08
Construction Contingency: $239,900.39
Owner Contingency: $359,850.58
viii. Allowances: Permit Allowance: $35,000.00
3rd-Party Consultants Allowance: $35,000.00
Archeologist Allowance: $50,000.00
Arborist Allowance: $50,000.00
Public Art Allowance: $9,000.00
Builder's Risk Allowance: $25,000.00
8. Liquidated Damages (Delay in
Substantial Completion):
$1,500.00/day
9. Disincentive Fee for Failure to Timely
Submit Deliverables
$5,000.00 plus $500.00/day
10 Key Personnel Replacement Fee: $25,000.00
11. Substantial Completion Date: January 12, 2027
13. Final Completion Date: March 15, 2027
14. Administrative Term Expiration
Date:
May 13, 2027
15. Letter Contract:
i. Period of Performance August 16, 2023, through the execution of this
Contract.
ii. NTE Amount: $785,592.00
16. GMP Basis Documents Design
Progression
Permit Set of Construction Documents
-4-
DESIGN-BUILD AGREEMENT

DESIGN BUILD SERVICES FOR SOUTHWEST TOWN CENTER
DCAM-23-CS-RFP-0002
THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT (the “District”), acting by and through its
DEPARTMENT OF GENERAL SERVICES (the “Department” or “DGS”) and THIHA, INC.,
duly organized under the laws of the District of Columbia, and with a place of business at
4937 Western Ave NW Washington, DC, 20026 (the “Design -Builder” or “Contractor”, and
collectively with the Department , the “Parties”).
RECITALS

WHEREAS, the Department issued a Request for Proposals dated January 12, 2023 (the
“RFP”) to engage a Design-Builder to prepare a design for and to complete work at the Southwest
Town Center Park and Corridor (“SW Town Center Park”), located near 901 4 th Street, SW,
Washington, DC 20024 (the “Project”); and

WHEREAS, the Department intends to implement the Project through a design -build
approach. The scope of work for the Project will be divided into two phases: (i) the design and
preconstruction phase; and (ii) the construction phase; and

WHEREAS, the Department requires that the Project be completed no later than January
12, 2027 (“Substantial Completion Date”);

WHEREAS, the Design-Builder submitted a proposal entitled “Proposal for Design-
Build Services for Southwest Town Center – DCAM-23-CS-RFP-0002” dated February 28, 2023,
to provide design-build services for the Project;

WHEREAS, the Department retained the Design-Builder to provide design-build services
for the Project, which is to include design, preconstruction, and construction services for Southwest
Town Center;

WHEREAS, the Design-Builder will provide the architectural and engineering
(“Architectural/Engineering” or “A/E”), construction and related services necessary to complete
the Project, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Department has retained the services of a Contracting Officer’s Technical
Representative (“COTR”), a program manager (the “Program Manager” or “PM”), and a project
manager (the “Project Manager”) to advise it concerning the Project; and

WHEREAS, the Department has established a budget and the Design-Builder will conduct
its work in accordance with an underlying budget for the Project, which includes but is not limited
to all design fees, hard and soft construction costs, FF&E, fees and general conditions of the Design-
Builder, and allowances, until achieving Final Completion (such budget, the “Project Budget”); and
WHEREAS, the Department and the Design-Builder entered into a letter contract dated
August 16, 2023 (the “Letter Contract”) pursuant to which the Design-Builder was authorized
-5-
to proceed with certain design and preconstruction services in furtherance of the Project.

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

-6-
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 Design-Builder shall execute
and submit a Final Release of Liens and Claims in a form and format required by a Contracting
Officer (“CO”, or “Contracting Officer”), inclusive of providing the Department with a complete
set of any product manuals (“O&M”) and training videos, if applicable. The Administrative Term
is established for the sole purpose of permitting the Department’s Office of the Chief Financial
Officer (“OCFO”) to process payments in the event any payments become due. Notwithstanding
the foregoing, nothing herein shall be construed to extend the Substantial Completion Date, extend
the Final Completion Date; or limit the Department’s ability to assess liquidated damages thereon.

Section 1.2. Agreement.
The terms “Agreement” or “Contract” shall mean this entire, integrated agreement between the
Department and the Design-Builder with respect to the Project, consisting of this document and
the Exhibits thereto, including but not limited to the Standard Contract Provisions (Construction
Contracts and Architectural/Engineering Services Contracts), the construction documents released
for the Design-Builder’s use and any change orders, contract modifications or change directives
that have been executed by the Department.

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

Section 1.4. Construction Documents.
The final Drawings and Specifications, as prepared, sealed by the Design-Builder’s
architect in accordance with the law, and issued by the Design-Builder for the purpose of
obtaining bids from potential trade subcontractors and material suppliers for use in constructing
the Project, including construction administration services..

Section 1.5. Construction Phase Services.
Services provided throughout the construction phase during which the Design-Builder shall
carry out the bulk of the construction and manage the completion of the design for the Project.

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

Section 1.7. Contract Documents.
The term “Contract Project Document(s)” refers to one or more components of the
Project documents that comprise the Agreement between the Department and the Design-
Builder, including any modifications or changes thereof, the drawings and specifications, and any
addenda to the RFP issued thereto.

Section 1.8. Design and Preconstruction Phase Services.
The services to be provided under Article 3 constitute the design and preconstruction phase
-7-
services to be performed by the Design-Builder.

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

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

Section 1.11. Final Completion Date.
The date established in the Agreement by which the Design-Builder shall achieve Final
Completion. The Final Completion Date may be modified only by Change Order or Change
Directive in accordance with the Agreement.

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

Section 1.13. Guaranteed Maximum Price or GMP.
The maximum amount, including, but not limited to, the design-build fee and the Cost of
the Work, that will be paid the Design-Builder to Fully Complete the Project as set forth in Article
4. The Guaranteed Maximum Price (“GMP”) may be modified only by Change Order, Contract
Modification, or Change Directive in accordance with the Agreement.

Section 1.14. Hazardous Material.
Hazardous Material includes but is not limited to, any toxic substance or hazardous chemical
defined or regulated pursuant to federal, state or local laws relating to pollution, treatment, storage
or disposal of waste, or protection of human health or the environment. Such laws include,
without limitation, the Comprehensive Environmental Response, Compensation and Liability Act,
the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act and laws
relating to emission, spills, leaks, discharges, releases or threatened releases of toxic material. The
term Hazardous Materials shall also include petroleum and petroleum by-products.

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

Section 1.16. Project Schedule.
The schedule for the Project (“Project Schedule”) agreed upon by the Department and the
-8-
Design-Builder. Such schedule shall include a baseline schedule as updated periodically by the
Design-Builder, approved by the Department. The Project Schedule shall not be changed except
by a Contract Modification, Change Order, or Change Directive issued by the Department’s CO
or Contracting Officer. The Project Schedule shall be in a form and contain such detail as may
be agreed upon by the Parties. The Project Schedule is attached as Exhibit B.

Section 1.17. Self-Performed Work.
The parties hereby agree that “Self-Performed Work” means and shall encompass trade work
performed by employees of: (1) the Design-Builder; (2) any entity that is a partner or member
of the entity comprising the Design-Builder; (3) any entity that controls, is controlled by, or is
under common control with the Design-Builder; or (4) any entity that controls, is controlled by,
or is under common control with any entity that is part of the Design-Builder. Self-Performed
Work is distinguished from trade work performed by subcontractors unaffiliated with the Design-
Builder or the entities of which the Design-Builder is comprised.

Section 1.18. Services.
The services to be provided pursuant to the Agreement which shall include the Design &
Preconstruction Phase Services and the Construction Phase Services necessary to deliver the
Project.

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

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

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

“subcontractors” shall include both those who are retained to perform labor only and those who
are retained both to perform labor and to supply material or equipment. “subcontractors” shall
also include design professionals who are not the Design-Builder’s employees and to whom the
Design-Builder 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
preconstruction, construction and installation work have been completed with only minor punchlist
items remaining to be completed; (2) a temporary certificate of occupancy and all other
required permits or approvals have been obtained; (3) all operating and maintenance materials,
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manuals, training recordings videos, and draft warranties required by the Agreement have been
delivered to the Department and the Client Agency; (4) any supplemental training session required
by the Agreement for operating or maintenance personnel have been scheduled; (5) all clean-up
required by the Agreement has been completed; (6) the Project is ready for the Department and
Client Agency to use it for its intended purpose; and (7) 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.
“Minor punchlist items” are defined for this purpose as items that, in the aggregate, can be
completed within thirty (30) days without interfering with the Department or Client Agency’s
normal use of the Project.

Section 1.23. Substantial Completion Date.
The date established herein by which the Design-Builder shall achieve Substantial
Completion. The Substantial Completion Date may be modified only by Change Order, Contract
Modification or Change Directive in accordance with the Agreement.

Section 1.24. Work.
The term “Work” refers to any and all work done in the performance of the services
necessary, at any and all phases of the Agreement, to Fully Complete the Project.

Section 1.25. Protection of Existing Elements.
The Design-Builder shall protect all existing features, public utilities, and other existing
structures during construction. The Design-Builder shall protect existing, site improvements, trees,
and shrubs from damage during construction. Protection extends to the root systems of existing
vegetation, except otherwise approved by the Department. The Design-Builder shall not store
materials or equipment, or drive machinery, within drip line of existing trees and shrubs.

Section 1.26. Site Cleanliness
During the Agreement performance and/or as directed by the Department’s Program
Manager, as the installation is completed, the Design-Builder shall ensure that the site is clear of
all extraneous materials, rubbish, or debris.
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Article 2 GENERAL PROVISIONS

Section 2.1. Letter Contract
The Parties acknowledge that certain of the investigation, design and preconstruction
activities described in Article 3 of this Agreement were performed pursuant to the Letter Contract
between the parties dated August 16, 2023 . Parties, 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 Letter Contract by the Department and shall terminate upon the expiration of the Administrative
Term or upon termination by the Department pursuant to Articles 5 and 6 of the Standard Contract
Provisions (Construction Contracts) and Article 8 of the Standard Contract Provisions (Architectural
& Engineering Services Contracts).

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

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

Section 2.5. Project Description.

The Design-Builder shall provide design-build services required for the Project. The Project shall be
complete, operating and ready for use on or before the Substantial Completion Date and within the
Project’s budget.

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

a) To confirm the design and construction of the Project in accordance with the Contract and RFP
Documents.
b) To provide all design services and construction management services necessary to implement the
goals of the Project inclusive of, but not limited to, the following: civil, architectural, electrical,
structural, plumbing and mechanical design services as re quired for the Project; construction
management services inclusive of budgeting, develop a GMP proposal for the Project, value
engineering (“Value Engineering”), scheduling, Project administration, management and
coordination of sub-contractors.
c) Provide a site survey for the existing conditions during pre-construction. The survey is to include
all utilities, storm drain inlets, and to conduct subsurface investigation work and any other below
grade infrastructure if and as required for the Project.
d) To furnish and provide all materials, management, personnel, equipment, hazardous material
abatement, supervision, labor and other services necessary to complete the Project
e) Permitting: The Design -Builder shall be responsible for obtaining and paying for all permits
including trade permits and overseeing design drawings to maintain compliance with municipal
agencies, the Department of Buildings (“DOB”) and all applicable local utility companies.
f) The Design-Builder will review the contract documents and perform a Value Engineering effort
in a design to budget effort per the Department’s direction.
g) The Design-Builder to provide an updated estimate to go along with the design at SD, DD, 65%
CD and 100% CD, as this is a design to budget Project.
h) The Design -Builder will be required to submit a preliminary construction schedule with their
proposal that will include a Value Engineering exercise.
i) The Design-Builder is to work with the design team to provide the owner with a punchlist during
the Project close out as described below.

Section 2.6. Contracting Officer’s Technical Representative, Program Manager, and
Project Manager.
The Department has engaged a Contracting Officer’s Technical Representative (“COTR”),
Program Manager, and Project Manager to provide certain program management functions. Such
Program Manager shall, at all times, be acting solely for the benefit of the Department, not the
Design-Builder. The Design-Builder hereby acknowledges and agrees that only a duly authorized
and designated Contracting Officer shall have the authority to direct the Contractor to start the
Project or to issue change orders, contract modifications, or change directives on Department’s
behalf. The COTR, Program Manager, and Project Manager shall not have the authority to modify
any of the rights and obligations of the Department or the Contractor pursuant to the proposed
Contract, or to issue change orders, contract modifications, or change dire ctives. As of the date
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that this Agreement is executed, the Department’s duly authorized Contracting Officer(s) is/are
set forth in Exhibit I.

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

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

The Design-Builder will be required to work with the Department and the Project
stakeholders through a collaborative design process to develop a concept design for the Project in
accordance with the available Project budget. The Design-Builder will be required to: (i) engage in
extensive design and preconstruction efforts to ensure that the design is developed in a manner
consistent with the Department’s goals for the Project (e.g., programmatic, budgetary, schedule and
quality); (ii) to develop a comprehensive Project phasing, (iii) to solicit competitive trade bids for the
construction work and to develop an acceptable GMP and corresponding scope and schedule for the
work; and (iv) to implement the requisite construction and other work necessary no later than the
Substantial Completion Date. The Design-Builder will be required to provide a “turn-key” Project
ready for its intended use and shall be responsible for all items of cost except for those items set forth
in Section 9.6 of this Agreement.

Section 2.8. Warranties and Representations

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

2.8.2. If any disclosure, representation, warranty or certification the Design- Builder
has made or makes pursuant to the RFP or the Agreement, including, without
limitation, representations concerning the Design-Builder’s construction or design
experience and 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 Design
& Preconstruction and Construction Phases.

Section 2.9. Responsibility for Agents and Contractors.
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At all times and during both the Design & Preconstruction and Construction Phases, the
Design-Builder shall be responsible to the Department for any and all acts and omissions of the Design-
Builder’s agents, employees, subcontractors including modular building
supplier/manufacturer/installer, Sub-subcontractors, material suppliers, and laborers, and the agents
and employees of the subcontractors, Sub-subcontractors, material suppliers, and laborers
performing or supplying Work in connection with the Project.
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Article 3 DESIGN-BUILDER’S DESIGN & PRECONSTRUCTION SERVICES

Section 3.1. Preconstruction Services.
During the Design & Preconstruction Phase, the Design-Builder shall provide such design and
preconstruction services as are necessary to properly advance the Project. Without limiting the generality
of the foregoing, during the Preconstruction Phase, the Design-Builder shall: (i) work with its Architect and
any design consultants to advance the design for the Project in consultation with Client Agency, the
Department and its Program Manager; (ii) obtain bids from trade subcontractors to perform the work
described in the Design Development Documents and provide bid tabulations to the Department; (iii)
engage in any Value Engineering and scoping exercises necessary to return the cost of the work to the
Project Budget; (iv) engage in preconstruction activities, including identifying any long-lead items; (v)
develop a GMP proposal for the Project; and (vi) enter into a GMP for the Project. Throughout the Design
& Preconstruction Phase, the Design-Builder shall schedule and attend regular meetings with the
Department, the Program Manager and the Architect. The Department acknowledges that the Contractor
has provided all design deliverables. A list of preconstruction deliverables is set forth in Exhibit C.

Section 3.1.1 Initial Deliverables

The Design-Builder’s initial task will be to develop a concept design and budget for the Project.
As part of this effort, the Design-Builder shall prepare and provide the following initial
deliverables:

Section 3.1.1.1 Baseline Schedule. Within twenty-one (21) days after the
Preconstruction NTP is issued, the Design-Builder shall prepare and submit a Baseline
Schedule for the Project (the “Baseline Schedule”). The Baseline Schedule shall be subject
to review and approval by the Department and the Design-Builder shall incorporate such
adjustments to the Baseline Schedule as may be reasonably requested by the Department.
The Baseline Schedule shall be prepared in a critical path method (“CPM”) in a sufficient
level of detail to permit the Department and the Design-Builder and any other affected
parties to properly plan the Project. The Baseline Schedule shall show: (i) key design
milestones and bid packages; (ii) release dates for long lead items; (iii) release dates
for key subcontractors; and (iv) Substantial, Final Completion, and Administrative Term
Dates. The Baseline Schedule shall include durations and logic ties for those park systems
that the Design-Builder is recommending for replacement. The Baseline Schedule must also
be submitted in Primavera 6 native format and shall be updated by the Design-Builder, at a
minimum, on a bi-weekly basis. 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.

Section 3.1.1.2 Concept Design.
Upon receipt of written approval of the Program of Requirements from DPR/DGS,
The Design-Builder shall be required to develop a concept design. The concept design shall
contain such detail as is typically required for a concept design under the standard AI A
contract. The Department shall have the right to disapprove the concept design submittal for
any reason. Following review of the concept design submission by DPR and the Department,
the Design-Builder shall make revisions to the concept design submission as necessary to
incorporate comments, feedback and other direction provided by DPR and the Department.
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The Design-Builder’s pricing shall assume that such revisions will be required, and such
revisions shall not entitle the Design-Builder to additional compensation.

2.2.1.3.3 Concept Design Tasks
In general, the Design -Builder shall be required to undertake the following tasks and
submit any required deliverables to the Department. The concept design services shall
include but is not limited to the following:

• Concept Design Package.
Based on input obtained through the process outlined in the project scope of work,
Community Meetings, Public Agency meetings, and Stakeholder Interviews, the
Design-Builder shall work to determine the Concept Design.
Develop up to three (3) conceptual designs and cost estimates that provide alternatives
to addressing the identified recreational, social, and cultural needs. The selected Design
Builder will make any appropriate modifications based on DGS comments prior t o
presenting the concept(s) to the public.

• Final Concept Design Package.
Based on input obtained through the process outlined in the project Scope of Work,
community meetings, public agency meetings, and stakeholder interviews, the selected
Design-Builder will work to finalize the concept design and produce a dimensioned
concept design package for DGS/DPR review and approval. The Design-Builder shall
provide all necessary labor and services to prepare and submit: (i) one (1) electronic
PDF copy of the conceptual design plans and specifications, (ii) one (1) electronic PDF
copy of a Design -Builder’s cost estimate; and (iii) one (1) electronic PDF copy of a
schedule to the Department for review and approval.

• Project Teams.
Upload all design documentation and deliverables as required utilizing the online DGS
project management system, ProjectTeam. The Design -Builder shall utilize DGS’s
ProjectTeam document management system to submit any and all documentation
required to be provided by the Design-Builder, including, but not limited to: (i) requests
for information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for
payment (full package including all forms required by DGS); (v) certified payrolls (in
addition to upload via LCP Tracker); (vi) drawings and specifications; (vii) punchlist;
and (viii) other documents as may be designated by DGS.

• Stakeholder Workshops.
Conduct workshops with DGS and DPR staff, as well as other stakeholders, in order
to further clarify the goals, objectives, performance targets, service standards,
responsibilities, and key agency actions necessary throughout the Department in order
to ful ly realize the vision for the new community center. The Design -Builder shall
provide a report of findings.

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Section 3.1.1.3 Preliminary Budget Estimate. Concurrently with the delivery of
the concept design, the Design-Builder shall submit a detailed cost estimate of the proposed
design (such estimate, the “Preliminary Budget Estimate”) in excel format. The Preliminary
Budget Estimate shall be prepared on a “system” basis that identifies the key systems or
functions and allocates an estimated cost for each such system. The Design -Build Fee, the
cost of general conditions, and contingencies shall be broken out in separate line items. The
primary purpose of th e Preliminary Budget Estimate is to aid the Department and DPR in
understanding the costs associated with key elements of the Project to better prioritize and
manage the use of the funding allocated to this Project.
.

Section 3.1.1.4 Baseline Budget and Program. The Department shall provide the
Design-Builder with a baseline budget and program and comments on the concept design.
Such approval shall be provided (or signed by) the Department’s Deputy Director for
Capital Construction (the “Deputy Director”). In the event the Design-Builder does not
receive such approval within fourteen (14) days after submitting the Preliminary Budget
Estimate, it shall so advise the COTR, the Deputy Director and the contracting officer
(“Contracting Officer” or “CO”) in writing of such failure and request direction. If the
Design-Builder fails to provide such notice, the Design-Builder will be proceeding at its
own risk and will be responsible for any redesign costs associated with budget revisions.

Section 3.1.1.5 Construction Management Plan. The Design-Builder shall submit a
draft of its construction management and Project phasing plan (“Construction Management
Plan”) within fourteen (14) days after the Preconstruction NTP or Contract is issued and an
updated plan every phase thereafter until the Project is completed and shall include, but is not
limited to, noise control, hours for construction and deliveries, truck routes, trash and
debris removal plan, traffic and parking control, communications procedures, emergency
procedures, quality control procedures, dust control, public street cleaning and repair,
planned occupancy of public ways, erosion control, tree protection plan, vibration
monitoring, temporary fire protection measures, project Signage, pest control, construction
staging plan, and construction logistics plan.

Section 3.1.1.6 Additional Preconstruction Services. In addition to those items
enumerated above, the Design-Builder shall provide such preconstruction services as are
necessary to properly advance the Project. These services shall include, but are not limited to,
scheduling, estimating, shop -drawings, the ordering of long -lead materials, condition
assessments, conservator studies, ar cheological studies, recommended testing, additional
geotechnical testing, and monitoring of historic assets.

Section 3.1.1.7 Disincentive Fee for Failure to Timely Submit Deliverables. The
Design-Builder acknowledges that the Department is engaging the Design-Builder to provide
an extensive level of preconstruction support services to minimize the potential for cost
overruns, schedule delays, or the need for extensive Value Engineering/r edesign late in the
Project and that the deliverables required under this Section 3.1.1 are key to identify the value
of such services. In the event the Design -Builder fails to deliver any of the deliverables
required in Section 3.1.1 (and unless such failure is the result of any event of Force Majeure),
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the Design -Builder shall be subject to a disincentive fee in an amount of Five Thousand
Dollars ($5,000.00) plus Five Hundred Dollars ($500.00) per day after receiving written
notice from either the COTR or the Contracting Officer of failure to submit such deliverables.

Section 3.2 Design Management

Between the time the Preconstruction NTP is issued and the time the GMP is accepted by
the Department, the Design-Builder shall use commercially reasonable best efforts to ensure
that: (i) the design evolves in a manner that is consistent with the Department’s budget
and programmatic requirements, as the same were defined and established by the
Department at the end of the concept design; (ii) the design work is properly coordinated;
and (iii) the required design deliverables are produced on or before the dates contemplated
in the Project Schedule. As part of this undertaking, the Design-Builder shall provide the
following:

Section 3.2.1 Schematic Design. The Design-Builder shall prepare a schematic design for
the Project that is a logical development of the approved concept design and is consistent with
the Department’s schedule, budget and programmatic requirements. The schematic design
shall contain at least the level of detail contemplated in industry best practices for a schematic
design. The design submittal shall specifically identify any deviations from the approved
concept design and shall explain the rationale, cost and time implications associated with such
deviation. The Department shall have the right to disapprove the schematic design submittal
for any reason. Following review of the schematic design submission by DPR and the
Department, the Design-Builder shall make revisions to the schematic design submission as
necessary to incorporate comments, feedback and other direction provided by DPR and the
Department. The Design-Builder’s pricing shall assume that such revisions will be required,
and such revisions shall not entitle the Design-Builder to additional compensation.

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

1. Further develop conceptual plans and incorporate design changes.
2. Conduct community meetings to solicit input and keep constituents informed
throughout the development of the project.
3. Prepare necessary presentation materials (renderings and models) to communicate
design intent and obtain approval of design direction.
4. Continue development of phasing plan based on the approved Concept Documents, to
accommodate the project’s needs.
5. Submit an estimate with a magnitude of error of Not-to-Exceed +/- 0% of the Project
hard cost budget.
6. If it is necessary for Project early inquiry with Public Utility Companies PEPCO,
Washington Gas, and Verizon should be conducted.
7. Conduct DOEE, DOB, DDOT, and DC Water Preliminary Design Review meetings.
8. Renovation and new construction should be designed to qualify for LEED Silver
certification.

Section 3.2.2 Schematic Budget Update. Concurrent with submission of the schematic
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design, the Design-Builder shall submit a budget update. The budget update shall be submitted
in the same format as the preliminary budget estimate and shall show variations from the
preliminary budget estimate. To the extent the budget update shows an overrun from the
approved budget, the Design-Builder shall submit Value Engineering suggestions that would
return the Project to budget. Only the Department shall have the authority to increase the
Project Budget, and absent such direction, the Design-Builder shall proceed on the assumption
that the budget remains as originally directed by the Department.

Section 3.2.3 Constructability/Sole Source/Long-Lead Time Memorandum.
Concurrently with the Schematic Design Budget Estimate, the Design-Builder shall
prepare a memorandum identifying key construction concerns related to the Project. Such
memorandum shall: (i) assess the constructability issues related to the Project, including
site logistics; (ii) identify any items where the design is predicated on a single
manufacturer and, if so, identify at least two (2) comparable products; and (iii) identify
any long-lead delivery items that could adversely affect the schedule contemplated in
this RFP. To the extent any such long-lead items are identified, the memorandum shall
make recommendations for addressing such items.

Section 3.2.4 Design Development. The Design-Builder shall prepare a set of design
development documents (“Design Development Documents”) that is a logical
development of the approved schematic design, along with any oral or written
feedback provided by the Department, and is consistent with the Department’s
schedule, budget and programmatic requirements. The Design Development Documents
shall contain at least the level of detail contemplated in standard industry practice and
shall contain such detail as is typically required for a schematic design under standard
industry practice. The design submittal shall specifically identify any deviations from
the approved schematic design and shall explain the rationale and cost implications
associated with such deviation. The Department shall have the right to disapprove the
Design Development Documents submittal for any reason.

The specific services required during this phase are:

a. Select and draft outline specifications for materials, systems, equipment.
b. Develop detailed and dimensioned plans, wall sections, building section, and
schedules.
c. Submit an estimate with a magnitude of error of Not-to-Exceed +/- 0% of the Project
hard cost budget.
d. Complete code compliance analysis and drawing.
e. Confirm space-by-space equipment layouts with representatives from DGS.
f. Conduct follow up meetings with agencies as required.
g. Coordinate furniture, fixtures, and equipment requirements (“FF&E”). Design
documents should be sufficient to provide for the purchase and installation of FF&E.
h. The Design-Builder shall coordinate the selection of finishes. Design -Builder shall
provide at minimum three finish options of color palettes, materials, and fabrics
presented in loose materials with associated labeled renderings.
i. Present the design to CFA, HPO, OP, and other regulatory agencies as required.
j. The Design-Builder is responsible for coordinating with sub -consultants for storm
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water management, and other specialized work, as necessary.
k. Renovation and new construction should be designed to qualify for LEED Silver
certification.
l. The Design-Builder shall present the overall project design to the and CFA and
NCPC for reviews and approvals prior to any work commencing.

Section 3.2.5 Permits. The Design-Builder shall be responsible for preparing and
submitting all of the required permit applications that are necessary to complete the Project,
including trade permits. The Design-Builder shall develop a list of the required permits and
shall track the progress of all such permits through the review process. The Design-Builder
shall update the Department with the status of each permit that is required for the Project. The
Design-Builder shall engage such permit expediters as the Design-Builder deems necessary
or appropriate in light of the Project’s schedule.

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

Section 3.2.7 Mid-Point Construction Document Review. Based on the approved
Design Development Documents and any approved Value Engineering , the Design-
Builder shall cause the Architect to prepare a set of Construction Documents. It is
contemplated that the Construction Documents may be issued in several different sets (i.e.
architectural, electrical, mechanical, structural, etc.). As each such set reaches a point where
it is approximately Fifty percent (50%) complete, the Design-Builder shall prepare and
submit a progress printing to the Department for its review and comment.

Section 3.2.8 Construction Document Review & Coordination.

The Design-Builder shall complete each of the Construction Documents packages in a manner
that addresses the concerns raised by the Department during the review contemplated in
Section 5.3.1 for such package. The Design-Builder shall issue one or more set of permit
documents to the Department for its review and approval (“Permit Set”). The Permit Set
shall represent the further progression of the approved Design Development Documents
together with any value engineering strategies approved by the Department. The Permit
Set shall be Construction Documents progressed to approximately 90% completion of
those required in a traditional Design/Build delivery method. Regarding each such set,
the Design-Builder shall highlight (or bubble) any aspect of the design that represents a
material deviation from the approved Design Development Documents and shall address in
a narrative format the impact, if any, such departure shall have on the Project’s aesthetics,
functionality, or performance. The Department shall have the right to disapprove the
Construction Documents for any reason. If the Department disapproves the Construction
Documents, the Design-Builder will not be entitled to any additional compensation. If,
however, the Department disapproves a Construction Document that is a logical extension
of the approved Design Development Documents, the Design-Builder will be entitled to an
adjustment to the GMP and/or the Agreement schedule unless such a package departs from
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the Scope of Work fairly reflected in the GMP Drawings and Specifications and in such event
the Design-Builder shall be required to prepare a revised design that complies with the GMP
drawings and specifications (“Drawings and Specifications”) and without any entitlement to
an increase in the GMP or an adjustment of the Agreement schedule. In the event the
Department does not approve a document within twenty (20) days after issuance, such
document shall be deemed approved unless the Department advises that such document is still
under review. In the event the Department’s review takes longer than twenty (20) days, such
additional review shall be deemed a change event.

During the Permit Set phase, the Design-Builder shall complete the following tasks:

a. Continue to prepare detailed and coordinated drawings and specifications.
b. Prepare application and submit documents for building permits.
c. Work with the Department’s third-party plan reviewer to review the documents for
permit document submission.
d. Upload all documents to DOB’s permit document review website in accordance
with their instructions.
e. Prepare and submit early-release excavation, foundations, concrete, and steel
packages, if needed.
f. Prepare and submit DC Water permit application packages (all permit types
that may be required) and DOEE Storm Water Management and Green Area
Ratio packages for review and approval.
g. Prepare DDOT public space modifications package for submission to and approval
by DDOT Public Space Committee, participate in Committee meetings as
necessary.
h. Prepare all traffic control plans required to obtain relevant DDOT permit approvals
at all stages of the Project, as required.

In addition, the Design-Builder shall be required to (a) define, clarify, or complete the
concepts and information contained in the Permit Set; (b) correct design errors or omissions,
ambiguities, and inconsistencies in the Permit Set (whether found prior to or during the course of
construction); and (c) correct any failure of the Architect to follow written instructions of the
Department during any phase of design services or the construction of the Project provided they
are compatible with industry standards.

Section 3.2.9 Code Review. The Design-Builder shall submit the Permit Set to the DOB in
order to obtain the necessary building permits for the Project. The Design-Builder shall
monitor the permit process and shall incorporate any changes or adjustments required by
the Code Official. The Design-Builder shall also issue any such changes to the Department
for its review and approval. In this submittal, the Architect shall highlight (or bubble)
any aspect of the design that represents a material deviation from the permit set documents
and shall address in a narrative format the impact, if any, such departure shall have on the
Project’s aesthetics, functionality or performance. Subsequent to obtaining the necessary
building permits, the Design-Builder shall prepare one or more sets of “issued for
construction documents” (the “IFC Set(s)”).

Section 3.2.10 Design Changes. If it should become necessary to amend any of the
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approved IFC Set(s), the Design-Builder shall prepare an amendment to the drawings and
shall submit such amendment to the Department for its review and approval. In this submittal,
the Design-Builder shall highlight (or bubble) any aspect of the design that represents a
material deviation from the permit set documents and shall address in a narrative format the
impact, if any, such departure shall have on the Project’s aesthetics, functionality or
performance. In the event the Department does not approve such document within twenty
(20) business days after issuance, unless otherwise denied, such document shall be deemed
approved, provided however that the Department has not advised that such document is still
under review.

Section 3.2.11 Third Party Contractors. The Department will hire third party contractors
for plan review and for testing and material inspections. The Design-Builder shall
coordinate and work with the Project Manager and third-party plan reviewer during the
building permit process.

Section 3.2.12 Furniture Selection + Coordination Services & Deliverables

Design-Builder shall provide Furniture Consulting Services, including development of Furniture Plans
(showing both reused and new furniture as applicable) and budget based on anticipated needs as
applicable. The Furniture Selection and Coordination scope of services shall be integrated into the
design phases previously listed.

Design-Builder shall develop a Furniture Package that will include the approved Furniture Plans and
Specifications and obtain bids from three (3) furniture dealers/manufacturers. Design -Builder shall
assist the Client with the Furniture Bids & Procurement Process and visit the site during installation
to observe and report variances to the furniture design intent including review of the Installer’s
furniture punchlist. Design-Builder shall assist with furniture mock-ups as necessary for DGS review.

a. Identify and inventory existing furniture for reuse.
b. Develop Furniture Layout and Plans.
c. Coordinate Furniture Layout and Plans with IT and electrical requirements.
d. Review the proposed Furniture Package with DGS to reach consensus and approval prior
to developing outline specifications for the furniture dealer/vendor.
e. Develop Furniture Package (Furniture Plans & Specifications) for Furniture
Manufacturer/Dealer to Bid.
f. Prepare one (1) electronic copy in PDF of Furniture Package (Furniture Plans &
Specifications) including Detailed Specifications, Cost Estimate, and schedule to the
Department for review and approval. Components to include, but are not limited to:

i. Site plans;
ii. Floor plans;
iii. Rendering and color/finish palette; and
iv. Furniture, Fixture, and Equipment Schedule;

g. A reconciliation report that addresses issues raised by DGS;
h. Provide assistance in bidding and purchase including response to bid questions and lead
time coordination;
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i. Review furniture orders prepared by the selected dealer for specific product selections and
specifications;
j. The dealer/vendor shall be responsible for preparing the purchase order for all furniture
selections;
k. Assist selected vendor for delivery coordination. Work with vendor/dealer throughout the
construction administration process to track the manufacturing of the furniture to assure
the products will be available for shipping and installation;
l. Conduct two (2) site visits during furniture installation and move-in;
m. Review and comment on Installer’s furniture punchlist. At the completion of the furniture
installation, the furniture dealer will produce a furniture punchlist, and Design-Builder will
make one site visit to review the dealer’s punchlist and note any addi tional items to be
corrected. One back-check will be provided;
n. Distribute updated punchlist to DGS for review on weekly basis.

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Article 4 GUARANTEED MAXIMUM PRICE

Section 4.1. General.
Subject to additions and deductions which may be made only in accordance with the
Agreement, the Design-Builder represents, warrants and guarantees to the Department that the total
maximum cost to be paid by the Department for Design -Builder’s complete per formance under the
Agreement, including, but not limited to, Final Completion of all Work, all services of Design-Builder
under the Agreement, and all fees, compensation and reimbursements to the Design-Builder, shall not
exceed the total amount of Six Mil lion, Three Hundred Twenty‑Six Thousand, Six Hundred
Thirty‑One Dollars and Twenty‑Seven Cents ($6,326,631.27) (the “Guaranteed Maximum Price” or
“GMP”). Costs which would cause the GMP (as may be adjusted pursuant to the Contract Documents)
to be exceeded shall be paid by the Design -Builder without reimbursement by the Department. The
GMP is inclusive of the Seven Hundred Eighty‑Five Thousand Five Hundred Ninety‑Two Dollars
($785,592.00) Initial NTE Amount set forth in the Letter Contract.

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

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

Section 4.4 Guaranteed Maximum Price Components.

The Guaranteed Maximum Price is comprised of the maximum amount payable by the Department
for:

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

Section 4.4.2 A Design Fee, as defined in the Agreement, in the amount of $315,000.00;
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Section 4.4.3 A Design-Build Fee for the Design -Builder, as defined in the Agreement, in the
amount of $157,806.00;

Section 4.4.4 A Maximum Cost of General Conditions, as defined in the Agreement, in the
amount of $108,786.00; and

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

Section 4.5. (Reserved.)

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

Section 4.6.1 The proposed GMP, including a statement of the detailed cost estimate orga-
nized by trade categories, allowances, contingency, and other items and the fees that comprise
the GMP – Exhibit K.

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

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

Section 4.6.4 Assumptions and clarifications made in preparing the GMP Proposal, noting
in particular any exclusions. The assumptions and clarifications shall take precedence over the
drawings and specifications. The Design-Builder shall prepare a separate memorandum that high-
lights any differences between the then approved drawings and the modifications made in the as-
sumptions and clarifications. Such memorandum shall specifically address any changes in the
Project aesthetics, functionality or performance – Exhibit K3.

Section 4.6.5 An update to the Project’s schedule to which the Design-Builder will agree
to be bound. This update shall be prepared in the same level of detail and in the same manner as
the Baseline Schedule – Exhibit B.

Section 4.6.6 A subcontracting plan setting forth the names and estimated dollar volume of
the work that will be perform by LSBDEs, as certified by the Department of Small and Local
Business Development (“DSLBD”), upon which the GMP is based – Exhibit D.

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

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

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Section 4.7. Certification.
The Design-Builder specifically acknowledges and declares that the Contract Documents
are sufficiently complete to have enabled the Design-Builder to determine the Cost of the Work
therein in order to enter into the GMP and to enable the Design-Builder to agree to construct the
Work outlined therein in accordance with applicable laws, statutes, building codes and
regulations to the best of Design-Builder’s knowledge, and otherwise to fulfill all its obligations
hereunder. The Design -Builder further acknowle dges that it has visited the site, examined all
conditions affecting the Work, is fully familiar with all of the conditions thereon and affecting
the same, and has carefully examined all drawings and specifications provided to it. The GMP
Drawings and Specifications include various clarifications and assumptions that are intended to
further define the scope of work that will be required to complete the design. The Design-Builder
has included within the GMP sufficient amounts to cover aspects of the work that are not shown
on the GMP Drawings and Specifications.

Section 4.8 Cost Overruns. Subject to additions or deductions which may be made in accordance
with the Agreement, the Design-Builder shall be solely liable and responsible for and shall pay any and
all costs, fees and other expenditures in excess of the Guaranteed Maximum Price for and/or relating to
the Work, without entitlement to reimbursement from the Department. Design -Builder shall not be
entitled to any fee, payment, compensation or reimbursement under the Agreement or relating to the
Work or Project other than as expressly provided in the Agreement.

Section 4.9 Allowances. The Guaranteed Maximum Price includes specific “Unit Price
Allowance Amounts” for certain items as shown on the Schedule of Values and budgeted in the
Guaranteed Maximum Price (“Allowance Items”). The only Allowance Items shall be those specifically
identified as such in the Schedule of Values and in the Guaranteed Maximum Price. The Allowance
Amounts represent all Costs of the Work of the Allowance Items, including, without limitation, costs of
materials, labor, handling, transp ortation, loading and unloading and installation, as determined by
Design-Builder.

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

Section 4.11 Design-Builder’s Compliance with Contract Documents. The Design -Builder
agrees, accepts and assumes that the Department's decision will require implementation of the most
stringent requirements among any conflicting provisions of the Contract Documents as being part of the
Work. The Design -Builder agrees to be bound by all decisions by the Department to implement the
most stringent of any conflicting requirements within the Contract Documents. Any failure by the
Design-Builder to seek such clarifications shall in no way limit the Department's ability to require
implementation, including replacement of installed work at a later date at the Design -Builder’s sole
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expense, to achieve compliance with the more stringent requirements. Without limiting the generality
of the foregoing, the Design-Builder hereby agrees as follows:

Section 4.11.1. The failure of the Department to insist in any one or more instances upon
a strict compliance with any provision of this Agreement, or to exercise any option herein
conferred, shall not be construed as a waiver or relinquishment of the Department’s right
thereafter to require compliance with such provision of this Agreement, or as being a waiver
of the Department’s right thereafter to exercise such option, and such provision or option
will remain in full force and effect.

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

Section 4.11.3. The Design-Builder shall be responsible for dividing the Work among the
appropriate subcontractors and vendors. No claim will be entertained by the Department
based upon the organization or arrangement of the Specifications and/or the Drawings into
areas, sections, subsections or trade disciplines.

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

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

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

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

Section 4.12 Capital Eligibility. While funding in the amount of $6,326,631.27 is being
approved for capital-eligible items only, there is an ineligible amount of $104,704.64, listed in
Exhibit K1 . See the non -capital column and associated items. These items are ineligible for
capital expenditure, per the District Guidelines. The goods/services are needed in FY2026. There
should be no purchases, commitments, or expenditures for these items, until operating funds are
available, via a purchase order for the same amount. In no event shall the Contractor be entitled
to perform any work against these items unless authorized in advance and in writing by a duly
authorized DGS Contracting Officer through a modification of the contract. Unless and until
such modification is executed by a duly authorized DGS Contracting Officer, the Contractor will
be limited to capital -funded purchase orders (“POs”) in the amount of $6,221,926.63 for the
capital-eligible work authorized by this contract modification. For the avoidance of confusion, if
the Contractor p erforms any work with the ineligible items in the amount of $104,704.64, as
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outlined in Exhibit K1 , without express written authorization by a duly authorized DGS
Contracting Officer, the Contractor does so at its own risk.

Section 4.13 Early Release/Abatement & Demolition

Section 4.13.1 Abatement & Selective Demolition. Once the Schematic
Design has been approved, the Department may release the Design -Builder to
commence hazardous material abatement and interior demolition, or other early
activities, as applicable. It is envisioned that this work may be released in advance
of the GMP.

Section 4.13.2 Long Lead Materials. The Department may release funding for
long-lead items once the Design Development Documents have been approved. If
the Design-Builder believes an earlier release is required in order to meet the
Project Schedule, it shall advise the Department and make a recommendation as to
the requested release date. Any decision to authorize an early release shall be made
by the Department in its sole and absolute discretion.

Section 4.14 Unsafe Materials and Hazardous Materials

Section 4.14.1 The Design-Builder shall not bring, spill or release onto the
site asbestos, PCBs, or any other Hazardous Material that is not customarily
used in a facility of the type and similar to the Project, and shall bring to the
Department’s attention any specification of such Hazardous Materials in the
design documents. If the Design-Builder believes that anything in the Agreement
would require that it use or bring onto the site asbestos, PCBs, or any Hazardous
Material that is not customarily used in a facility of the type and similar to the
Project, it shall immediately inform the Department and seek direction before
proceeding.

Section 4.1 4.2 The Design -Builder shall abate and remove Hazardous
Materials on or within the site as necessary to complete the Work contemplated by
this Agreement. The Design -Builder shall comply with all laws, including,
without limitation, the requirements of the EPA and all jurisdictional agencies as
well as all laws relating to safety, health welfare, and protection of the
environment, in removing, treating, encapsulating, passivating, and/or disposing
of Hazardous Materials, including, but not limited to, removal, treatment,
encapsulation, passivation, and/or disposal of the Hazardous Materials. If any
notices to governmental authorities are requi red, the Design -Builder shall also
give those notices at the appropriate times. The Design -Builder shall ensure
abatement subcontractors and disposal sites are appropriately licensed and
qualified.

Section 4.14.3 The Design-Builder shall be entitled to submit a Change
Request in accordance with Article 4 of the Standard Contract Provisions in the
event the Design-Builder encounters Hazardous Materials beyond those
contemplated in the Contract Documents.
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Section 4.1 4.4 The Design -Builder shall keep detailed records
documenting Work done so that the Department may independently verify
compliance with all laws, the number of units actually removed, treated, and/or
disposed of, and the appropriate unit price(s) applicable to the Work.

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Article 5 CONSTRUCTION PHASE

Section 5.1. General.
The Construction Phase shall not commence until the Department issues an NTP for
Construction Phase Services. The Design-Builder shall, through its subcontractors or, with the written
consent of the Department, with the Design-Builder’s own forces, perform all of the Work necessary to
construct the Project so that it is complete, safe, and properly built in strict accordance with the
approved Construction Project documents and the other requirements of this Agreement. Without
limitation, the Design-Builder shall provide all of the labor, materials, tools, equipment, temporary
services, and facilities necessary to complete the Project in accordance with the drawings,
specifications, Schedule and Budget that are issued for the Project. The Design-Builder shall be
responsible for paying for and obtaining all necessary permits and to pay all necessary fees for utility
connections. The Work shall be carried out in a good and workmanlike, first-class manner, and in a
timely fashion. All materials and equipment to be incorporated into the Project shall be new and
previously unused, unless otherwise specified by the Department, and shall be free of manufacturing or
other defects.

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

a) Manage all aspects of the renovation and construction of the Project.
b) Manage bi-weekly progress meetings.
c) Review and process shop drawing submissions, RFI’s, and all other requested documents.
d) Prepare meeting notes and records of decisions/changes made.
e) Conduct pre-closeout inspections.
f) Review closeout documents for completeness, such as As-Built Drawings based on the
Contractor’s red line drawings and/or coordinated set developed during the subcontractor
coordination process. As-Built Drawings should be transmitted to DGS in hard copy, PDF,
and CAD formats.

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

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

Section 5.1.2 Compliance with Other Requirements. In performing the Work, the
Design-Builder and its subcontractors shall comply with all of the applicable provisions
of the Standard Contract Provisions and the requirements set forth in Article 5 of this
Contract. .

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Section 5.2 Unrenovated Portions of the Structure.

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

Section 5.3 Subcontracting and Administration

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

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

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

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

5.3.5 The Department may, in its sole discretion, reject any or all bids and
proposals received for any bid package, and may require the Design-Builder
to obtain new or revised bids or proposals.

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

5.3.7 The Department must approve all subcontractors and suppliers. The
Department may elect to review the form of any subcontractor agreement with
a material supplier to ensure that such contract incorporates the contractual
provisions required by this Agreement.

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

5.3.8.1 that, to the extent of the work or supply within the agreement’s
scope, the subcontractor or supplier is bound to the Design-
Builder for the performance of all obligations which the
Design-Builder owes the Department under the Agreement;

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

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

5.3.8.4 that the subcontractor or supplier consents to the assignment of
its agreement to the Department, at the Department's sole
option, if the Design-Builder is terminated for default;
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5.3.8.5 that the subcontractor or supplier shall comply immediately
with a written order from the Department to the Design-
Builder to suspend or stop work;

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

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

5.3.8.8 that, if the Department terminates the Agreement for
convenience, the Design-Builder may similarly terminate the
subcontractor supply agreement for convenience, upon seven
(7) days’ written notice to the subcontractor or supplier, and
that the subcontractor or supplier shall, in such a case, be
entitled only to the costs set forth in Article 6 of the Standard
Contract Provisions (Construction Contracts);

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

5.3.8.10 that the subcontractor or supplier shall not be entitled to
payment for defective or non-conforming work, materials or
equipment, and shall be obligated promptly to repair or replace
non-conforming work, materials or equipment at its own cost;

5.3.8.11 a provision requiring that subcontractors and suppliers
promptly pay subcontractors and suppliers at lower tiers,
imposing upon the subcontractors and suppliers a duty to pay
interest on late payments, and barring reimbursement for
interest paid to lower tier subcontractors or suppliers due to a
subcontractor’s or supplier’s failure to pay them in timely
fashion;

5.3.8.12 a provision requiring that all subcontractors at all tiers
comply with the provisions of Article 13 (Economic
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Inclusion Goals); provided, however, that the Design-
Builder may, in its reasonable discretion impose a different
LSDBE subcontracting goal on some or all of its subcontractors;
provided, further, however, that nothing in this provision shall
be deemed to excuse the Design-Builder from using its best
efforts to achieve the LSDBE subcontracting goal on an
aggregate basis for the Project;

5.3.8.13 a provision which allows the Design-Builder to withhold
payment from the subcontractor if the subcontractor does not
meet the requirements of the Subcontract;

5.3.8.14 lien and claim release and waiver provisions substantially
identical to those in this Agreement.

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

5.3.10 The Design-Builder shall not enter into any profit sharing, rebate, or
similar arrangement with any subcontractor or supplier at any tier with
respect to the Project or the Work to be carried out for the Project.

5.3.11 The Design-Builder shall not substitute or replace any subcontractor or
supplier approved by the Department without the Department's
Contracting Officer and DSLBD’s prior written consent.

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

5.3.13 If it comes to the Department's attention that a subcontractor or
supplier has not been paid in a timely fashion (other than for disputed
amounts), and if the Design-Builder fails to cure the problem within five
(5) calendar days after the Department gives it written notice of the
failure to pay, the Department may make payments to the
subcontractor or supplier and Design-Builder by joint check. If the
payment was already made to the contractor, the joint check be for future
payments (if any).

5.3.14 The Design-Builder shall be required to provide an evaluation of each of
its subcontractors’ performance by completing and submitting to the
Department the subcontractor Performance Evaluation Form set forth as
Exhibit O, as follows:

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

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

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

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

5.5.1 Construction Progress Update. The Design-Builder shall provide
written reports to the Department, on the progress of the entire Work at
least monthly from Preconstruction NTP until Final Completion of the
Project. The monthly report shall include: (i) an updated schedule analysis,
including any plans to correct defective or deficient work or recover
delays; (ii) an updated cost report; (iii) a monthly review of cash flow;
(iv) a quality control report; and (v) progress photos. Each monthly update
shall contain a narrative description of the Project progress and a critical
path method schedule in Primavera format, including any plans to
correct defective or deficient work or for time lost due to delays.

5.5.2 Cost Update. The monthly update shall reflect, by GMP line item, the
original line item amount, approved, pending, and projected Change
Order amounts, the cost incurred to date, the projected cost to complete
the Work of the line item, and any variance between the actually approved
budgeted balance of the line item and the projected cost to complete. A
clear distinction must be made between approved Change Orders and
those merely requested or anticipated. The report shall explain all
variances including “buy-outs” or final actual costs including those below
their respective GMP line item. In addition, the report must disclose any
instances in which the Design-Builder has transferred amounts from
one line item to another, or from the Contingency to any other line
item. Neither submission, nor the Department's failure to reject an update
reflecting that the projected cost to complete the Project exceeding the
GMP will operate to increase the Guaranteed Maximum Price 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 Design-Builder’s efforts and results with
respect to the economic inclusion goals set forth in this Agreement. Such
report shall be in a format acceptable to the Department and shall include,
at a minimum: (i) the Design-Builder’s overall performance with respect
to the goals; (ii) a listing of subcontracts and agreements with material
suppliers during the month and the percentage of those subcontracts and
agreements with material suppliers awarded to LSDBEs; (iii) a listing
of subcontracts during the month and the estimated percentage of the
labor hours to be worked by District of Columbia residents pursuant to
those subcontracts; and (iv) a description of the major subcontracting
and supply opportunities that will be solicited during the next three (3)
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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.

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

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

Section 5.7 Key Personnel.

5.7.1 To carry out its duties, the Design-Builder shall provide at least the key
personnel identified in Exhibit F to this Agreement (“Key Personnel”),
who shall carry out the functions identified in Exhibit F. The Key
Personnel shall include (i) the Project Executive; (ii) the Superintendent;
(iii) the Project Manager; (iv) the Assistant Project Manager; (v)
Preconstruction Manager/Estimator; and (vi) Safety/Quality
Assurance/Quality Control Manag er. It is contemplated that these Key
Personnel will work from the design stage, purchasing, and throughout the
bulk of the fieldwork. The Design-Builder’s obligation to provide
adequate staffing is not limited to providing the Key Personnel but is
determined by the needs of the Project. The Design-Builder shall not
replace any of the Key Personnel without the Department’s prior written
approval. If any of the Key Personnel become unavailable to perform
services in connection with the Agreement due to death, disability or
separation from the employment of the Design-Builder or any affiliate of
the Design-Builder, then the Design-Builder shall promptly notify the
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Department’s Contracting Officer and propose a replacement acceptable to
the Department. The Department shall be entitled to complete information
before approving such replacement, including, but not limited to, a current
resume of the proposed replacement to include qualifications and
experience.

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

Removal or Replacement of Key Personnel.
Subject to the terms of this Se c t io n 5.7, in each instance where the
Design- Builder removes or reassigns one of the key personnel listed in
Exhibit F as being subject to the key personnel replacement fee, other than
(a) for reasons where such personnel become unavailable due to death,
disability or separation from the employment of the Design-Builder or any
affiliate of the Design-Builder or any affiliate of the Design-Builder,
or (b) with the prior written consent of the Department, then the Design-
Builder shall pay to the Department the amount set forth in the Project
Information Section of this Agreement as a replacement fee and not a
penalty, to reimburse the Department for its administrative costs arising
from the Design-Builder’s failure to provide the Key Personnel. The
foregoing replacement fee amount shall not bar recovery of any other
damages, costs or expenses other than the Department’s internal
administrative costs.

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

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

Section 5.9 Warranty.
The Design-Builder warrants to the Department that materials and equipment furnished
under the Contract Project Documents will be of good quality and new unless otherwise required
or permitted by the Contract documents, that for the one (1) year period following the Substantial
Completion Date, with the exception of any plantings (discussed in Section 5.9.1), the Work will be
free from defects not inherent in the quality required or permitted, and that the Work will conform
to the requirements of the Contract documents. The Design-Builder’s warranty excludes remedies for
damage or defect caused by abuse, modifications not executed by the Design-Builder, improper or
insufficient maintenance, improper operation, or normal wear and tear from normal usage. The Design-
Builder shall use commercially reasonable efforts to schedule a joint inspection of the Project during
the eleventh month after Substantial Completion is achieved. During such inspection, the Design-
Builder and a representative of the Department shall walk the Project to identify any necessary
warranty work.

Section 5.9.1 Planting Warranty/Guarantee Periods. The acceptability of plants furnished
and planted will be determined at the end of a two (2) year guarantee period during which
the Design-Builder shall employ all practicable means to preserve the plants in a healthy
growing condition with a focus on the weekly watering during the first year. Care during this
period shall include watering, cultivating, pruning, repair, and adjustment of stakes, and
other standard proper care as directed. Plants, saucers, and beds shall be kept weed free. Re-
mulch as neces sary to maintain mulch depth as shown. The Design -Builder shall be
responsible for removal of stakes and Arbor Ties at the end of the two (2) year guarantee
period.

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

Section 5.11 Claims for Additional Time

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

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

5.11.2.1 Delays due to job site labor disputes, work stoppages, or
suspensions of work;

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

5.11.2.3 Delays due to the failure of the Design-Builder or
subcontractors or material suppliers at any tier to perform in
timely or proper fashion, without regard to concepts of
negligence or fault; or

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

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

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;

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

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

5.11.3.4 Delays due to suspensions of work; or

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

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

5.11.4 If the Design-Builder wishes to make a claim for an adjustment in the
time allotted per the Project Schedule, written notice as provided herein
shall be given. The Design-Builder’s claim shall include an estimate of
the cost and of the probable effect of delay on the progress of the Work.
In the case of continuing delay, only one claim is necessary.

5.11.5 In no event shall the Design-Builder be entitled to an increase in the GMP
or the Design-Build Fee as a result of either an Excusable or Non-
Excusable Delay; provided, however, that to the extent that a delay is: (i)
an Excusable Delay; (ii) of unreasonable duration; (iii) caused solely by
the Department; and (iv) not concurrent with any other delay, then the
Design-Builder shall be entitled to receive its actual costs, including all
direct and indirect costs, bonds and insurances resulting from such
extended duration. It is understood that the Design-Builder shall not be
entitled to any profit or home office overhead, including, but not limited
to, an increase in the Design-Build Fee, on any amounts to which the
Design-Builder may be entitled pursuant to the preceding sentence.

Section 5.12 Site Safety and Clean-Up.

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

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

5.12.3 Safety Barriers/Fences. As part of its responsibility for Project safety,
the Design-Builder shall install such fences and barriers as may be
necessary to separate the construction areas of the site from those areas
that are then being used by the Client Agency for educational purposes.
The Design-Builder shall describe in the Safety Plan the proposed
separation and the specific nature of the fences and barriers that will be
used.

5.12.4 Site Security. The Design-Builder shall be responsible for site security
and shall be required to provide such watchmen as are necessary to protect
the site from unwanted intrusion. Site Security shall be included in the
Design-Builder’s General Conditions Cost.

5.12.5 Exculpation. The right of the Department and Client Agency to
comment on the Safety Plan and the nature and location of the required
fences and barriers shall in no way absolve the Design-Builder from the
obligation to maintain a safe site.

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

5.13.1 Workhours and Noise Ordinances . The Design-Builder shall comply
with the applicable work hours and 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 work hours and noise ordinances,
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including but not limited to any restrictions established by local permitting
authorities.

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

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

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

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

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

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

Section 5.14 Close-out & FF&E.

5.14.1 A detailed list of FF&E requirements has been developed and attached
hereto as Exhibit N.

5.14.2 Punchlist. Promptly before Substantial Completion, the Design-Builder
shall cause the Design-Builder’s Architect to develop a punchlist. Once
the punchlist is prepared, the Design-Builder shall inspect the work along
with representatives from the Department. The punchlist shall be revised
to reflect additional work items that are discovered during such
inspection. The Design-Builder shall correct all punchlist items no later
than thirty (30) days after Substantial Completion is achieved.

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5.14.3 Warranties & Manuals. Subsequent to Substantial Completion and no
later than fifteen (15) days following Substantial Completion, the Design-
Builder shall prepare and submit the following Project documentation
in accordance with the DGS Tern Over/Close Out Manual: (i) a complete
set of product manuals Operation and Maintenance Manuals (“O&M”),
training videos, draft and final warranties, etc.; (ii) attic stock; (iii) an
equipment schedule; (iv) a proposed schedule of maintenance for the
renovated building; (v) environmental, health and safety documents for
the renovated building; and (vi) all applicable inspection
certificates/permits (boiler, elevator, emergency evacuation plans, health
inspection, etc.) for the renovated building. No later than thirty (30) days
following Substantial Completion, the Design-Builder shall prepare and
submit: (x) a complete set of its Project files; and (y) a set of record
drawings, including BIM models.

The Design-Builder shall prepare an “as-built” plan of the site including
all the modifications performed during construction, within 30 days of
completion. The Design-Builder shall also submit warranty information on
all design requirements within 30 days of completion.

5.14.4 Training. The Design-Builder shall provide training to DPR staff on all
of the building systems. The Design-Builder shall be required to schedule
such training sessions and shall use commercially reasonable efforts to
ensure all such training occurs prior to the Final Completion. All training
shall be electronically recorded and turned over to the Department for
future use.

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

Section 5.15 Salvaged and Stored Items.

The Design-Builder shall be responsible for salvaging and storing all items as identified by
the Department, and to the benefit of the Department, in accordance with all applicable District laws
and regulations, after notifying the Department and receiving the Department’s permission to proceed.

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

Section 5.17 Quality Control.

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

5.17.2 Quality Control Plan. Within forty five (45) days after the design
development documents are approved, the Design-Builder shall develop
a quality control plan for the Project (the “Quality Control Plan”). A
draft of the Quality Control Plan shall be submitted to the Department
and shall be subject to the Department’s review and approval. The
Quality Control Plan shall be tailored to the specific products/type of
construction activities contemplated by the GMP Basis Documents, and
in general, shall include a table of contents, quality control team
organization, duties/responsibilities of quality control personnel,
submittal procedures, inspection procedures, deficiency correction
procedures, documentation process, and a list of any other specific actions
or procedures that will be required for key elements of the Work.

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

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

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

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

Section 5.20 Use of Department’s Electronic Project Management Information System
(ProjectTeam).
a. Use of the Department’s Electronic Project Management Information
System (ProjectTeam). The Design-Builder shall utilize the Department’s current project
management software, ProjectTeam, to submit any and all Project documentation required to be
provided by the Design-Builder for the Project, including, but not limited to: (i) requests for
information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full
package including all forms required by DGS); (v) certified payrolls (in addition to upload via
LCP Tracker); (vi) drawings and specifications; (vii) GMP and any Submissions that require
approval by DC Council; (viii) punchlist; and (ix) other Project documents as may be
designated by the Department.

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

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

Section 5.22 Conformance with Laws.
It shall be the responsibility of the Design-Builder to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all statutes, laws, codes, ordinances,
regulations, rules, requirements, orders, and policies of governmental bodies, including, without
limitation, the U.S. Government and the District of Columbia government; and it is the sole
responsibility of the Design-Builder to determine the Procurement Regulations, statutes, laws,
codes, ordinances, regulations, rules, requirements and orders that apply and their effect on the Design-
Builder’s obligations thereunder. Given the requirements for the Project, the Department may, at its
sole discretion, consider deferring the scope of work associated with storm water management to a
later phase of the Project.

Section 5.23 Licensing, Accreditation and Registration
The Design-Builder and all of its subcontractors and subconsultants (regardless of tier) shall
comply with all applicable District of Columbia, state, and federal licensing, accreditation, and
registration requirements and standards necessary for the performance of the Agreement. Without
limiting the generality of the foregoing, all drawings shall be signed and sealed by a professional
architect or engineer licensed in the District of Columbia.

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

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

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Article 6 DESIGNATED REPRESENTATIVES

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

Section 6.2 Design-Builder’s Designated Representative.
The Design-Builder designates the individual(s) identified in Exhibit H as its
representative with express authority to bind the Design-Builder with respect to all matters
requiring the Design-Builder’s approval or authorization. In addition, the Department retains the right
to approve candidates to serve as on-site personnel in accordance with each candidate’s experience
with similar projects and local marketplace conditions. Once approved, individuals cannot be
changed without the Department’s prior approval. During the entire term, it is agreed that the
Design-Builder’s designated representative will devote his or her time exclusively to the Project,
unless the Department consents to a reduction in time. All services provided by the Design-
Builder shall be performed in accordance with the highest professional standards recognized and
adhered to by Design-Builders that design and construct ADA upgrades and projects that are similar
to the Project in large urban areas.

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Article 7 COMPENSATION AND PAYMENTS FOR DESIGN & PRECONSTRUCTION
PHASE SERVICES

Section 7.1 Compensation

7.1.1 The Department shall compensate and make payments to the
Design-Builder for Design & Preconstruction Services in
accordance with this Article 7. For Preconstruction Services,
the Design-Builder’s compensation shall be as set forth in the
Project Information Section of this Agreement (the
“Preconstruction Fee”). The Preconstruction Fee shall be the
Design-Builder’s sole compensation for Preconstruction Phase
Services. The Preconstruction Fee shall include, but not be
limited to, amounts necessary to compensate the Design-
Builder for:
• Profit;
• Home Office Overhead;
• Cost of preconstruction staff;
• Fringe Benefits associated with staff costs;
• Payroll taxes associated with staff costs;
• Staff costs associated with obtaining permits and
approvals during the design & preconstruction phase;
• Out-of-house consultants;
• Travel, Living and Relocation expenses;
• Job vehicles;
• Office equipment, including but not limited to , computer
hardware and software, fax machines, and copying machines;
• Office supplies;
• Telephones; and
• Local delivery and overnight delivery costs.

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

Section 7.2 Payment
7.2.1 Payments for Design & Preconstruction Phase Services shall be
made monthly over the anticipated duration of the Design &
Preconstruction Phase following presentation and acceptance of
the Design-Builder’s invoice and shall be in proportion to
services performed. In no event, however, will the aggregate of
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the Design-Builder’s monthly invoices for Design &
Preconstruction Phase Services exceed the Preconstruction Fee
plus the Design Fee.

7.2.2 Payments are due and payable in accordance with Article 9 of
this Agreement. Amounts unpaid after the date of which
payments are due shall bear interest in accordance with the
Quick Payment Act.
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Article 8 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

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

Section 8.1.1 Award Fee Pool. The At-Risk Portion shall be used to establish and
fund an award fee pool (“the Award Fee Pool”). Within sixty (60) days after approval and fully
execution of this Agreement, the Department shall appoint a committee that will determine
entitlement to those portions of the Award Fee Pool so designated below (such committee, the
“Award Fee Evaluation Committee”). The Award Fee Evaluation Committee will consist of: (i)
DGS Capital Construction Division; (ii) DPR Chief of Facilitie s or their designee; (iii) DGS
Capital Construction Services Division (“CCSD”) representative; and (iv) DPR Facilities
representative.

Section 8.1.2. The Design-Builder may earn the At-Risk Portion of the Design-Build
Fee in accordance with Exhibit S.

Section 8.2 Maximum Cost of General Conditions.
The Maximum Cost of General Conditions shall be the maximum amount that will be reimbursed
by the Department for those costs described in Section 9.2. To the extent the Design -Builder
incurs General Conditions costs in excess of the Maximum Cost of General Conditions, the
Design-Builder shall not be entitled to reimbursement for such amounts. In such an event, the
Design-Builder shall be required to adequately staff the Project.

Section 8.3 Reserved.

Section 8.4 Project Budget.

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

Section 8.5 No Adjustments to Fee.
The GMP is based upon the Design Documents provided hereto as in Exhibit A, to
allow for Substantial Completion of the Work to be achieved no later than the Substantial
Completion Date. With regard to Change Orders issued after the GMP is established, the Design-
Builder shall be entitled to an increase in the Design-Build Fee to the extent, and only to the extent,
that: (i) the Department has added a new programmatic element to the Project; or (ii) the
Department made additions to the GMP scope which (other than punchlist or warranty work)
require the Design -Builder’s services at the Project to extend 30 days or more beyond the
Substantial Completion Date.

Section 8.6 Markup on Trade Work.

The maximum markup for change order work shall be as follows:

Section 8.6.1 For Work performed by a Subcontractor with its own forces, the
Subcontractor shall be entitled to a mark-up of not more than five (5%) (covering home
office overhead, the cost of insurance and bonds, field supervision, general conditions, and
profit) on the Direct Costs of the Work. For Work that the Department permits the Design-
Builder to self-perform, the Design-Builder shall also be entitled to a markup of not more
than fifteen percent (5%) of the Direct Cost of the Work. With regard to any such Work
that is self-performed by the Design-Builder, the markup contemplated in this Section shall
be the Design-Builder’s exclusive compensation, and it shall not be entitled to the markup
contemplated in Section 8.6.3;

Section 8.6.2 Intervening tier Subcontractors shall be entitled to a markup of two percent
(2%) (covering home office overhead, the cost of insurance and bonds, field supervision,
general conditions, and profit) on Work performed by lower-tier Subcontractors;

Section 8.6.3 In no event shall the maximum mark-up on the Direct Cost of the
Work exceed five percent (5%). Direct Cost of the Work shall mean labor, material and
other costs reasonably and necessarily incurred in the proper performance of the Work as
approved by the Department and shall include, but not be limited to: (Direct Cost of the
Work does not, however, include home office overhead, field supervision, general
conditions or profit of either the Subcontractor or the Design-Builder. No personnel above
the level of a working foreman shall be considered a Direct Cost of the Work.

Section 8.7 Direct Cost of Work

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

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

Section 9.1 Cost of the Work.

The term “Cost of the Work” shall mean the costs necessarily incurred by the Design-Builder in
the proper performance of the Work and shall include only the following to be reimbursable at
cost and without mark-up:

9.1.1. Payments made by the Design -Builder to subcontractors and suppliers, other than
design subconsultants, but only in accordance with the subcontracts and supply
agreements;
9.1.2. The Cost of General Conditions (as defined below in Section 9.2), subject however
to the Maximum Cost of General Conditions;
9.1.3. All amounts due to the Design-Builder under the terms of the Department's written
authorization for the Design -Builder to perform any portion of the Work as Self -
Performed Work. If an authorization for the Design -Builder to engage in Self -
Performed Work is not on a fixed-price basis, then, as to that work, the following
costs shall be within the Cost of the Work:

1. Labor. Properly documented wages actually paid to Project foremen,
construction workers, and other personnel in the direct employ of the Design-
Builder, while engaged in approved Self -Performed Work, together with
contributions, assessments, payroll taxes, or fri nge benefits required by the
laws or applicable collective bargaining agreements.
2. 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.
3. Unincorporated Materials. The cost of materials, products, supplies and
equipment not actually installed or incorporated into the Self -Performed
Work, but required to provide a reasonable allowance for waste or spoilage,
subject to the Design -Builder's agreement to turn unused exce ss 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.

9.1.4. Royalty and license fees paid for use of a design, process or product, if its use is
required by this Agreement or has been approved in advance by the Department;
9.1.5. Fees for obtaining all required approvals or permits associated with the abatement,
demolition, utilities abandonment, and utility relocation, and all trade permit fees
and the building permit fee;
9.1.6. Cost of the Design-Builder’s Architect/Engineer’s contract reimbursed at cost and
without markup; provided, however, that such costs shall not exceed the Design
Fee set forth in this Agreement. Any amounts in excess of the Design Fee shall not
be reimbursable as a Cost of Work;
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9.1.7. All fees and other costs necessarily incurred to carry out testing and inspection
required by the Agreement or applicable law , or otherwise to maintain proper
quality assurance. The costs the Design -Builder incurs to schedule and coordinate
any additional testing and inspections the Department may decide to conduct itself
shall be within the Cost of the Work unless the additional testing establishes that
the Work tested was defective or otherwise failed to satisfy requirements set forth
in the Agreement, in which case the Design -Builder shall pay the costs, without
reimbursement.
9.1.8. All bonds to jurisdictional agencies (utilities, stormwater management, land
disturbance, and grading); and
9.1.9. All performance and payment bonds and general liability insurance. The
Department may, in its sole discretion, allow the Design -Builder to recover the
costs of subcontractor default insurance at a mutually agreed upon rate in lieu of
trade level bonds, provided that such insurance be approved by the Department in
advance and after being presented with a cost-benefit analysis of such use.
9.1.10. Costs of repairing or correcting damaged or nonconforming Work executed by the
Architect, or Design -Builder’s other consultants, subcontractors or suppliers,
provided that such damaged or nonconforming Work was not caused by negligence
or failure to fulfill a specific responsibility of the Design -Builder, and only to the
extent that the cost of repair or correction is not recoverable by the Design-Builder
from insurance, sureties, subcontractors or suppliers. It is understood that the cost
of repairing, correcting damaged or nonconforming Work that was Self-Performed
shall not be reimbursable in any event.

Section 9.2 Cost of General Conditions.

The Design-Builder’s general condition costs shall be reimbursable at cost and without mark -up.
Only the following items, however, are reimbursable: (Any other items or expenses are non -
reimbursable, and the Design-Builder shall use its fee to cover any additional cost items)

9.2.1 The cost of “construction staff”. The term construction staff shall mean
the Project Executive, project managers and superintendents assigned
to the Project, administrative and professional staff performing
scheduling, cost estimating and accounting services assigned on a full-
time basis to the Project site;
9.2.2 Fringe Benefits associated with construction staff;
9.2.3 Payroll taxes and payroll insurance associated with construction staff;
9.2.4 Staff costs associated with obtaining permits and approvals;
9.2.5 Out-of-house consultants;
9.2.6 Travel, living, and relocation expenses;
9.2.7 Job vehicles;
9.2.6 Field office for the Design-Builder including but not limited to: (i) trailer
purchase and/or rent; (ii) field office installation, relocation and removal;
(iii) utility connections and charges during the Construction Phase; (iv)
furniture; and (v) office supplies;
9.2.7 Office equipment, including but not limited to: (i) computer hardware and
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software; (ii) fax machines; (iii) copying machines; (iv) telephone
installation, system and use charges; and (v) job radios;
9.2.8 Local delivery and overnight delivery costs;
9.2.9 Field computer network;
9.2.10 First aid facility;
9.2.11 Progress photos; and
9.2.12 Printing cost for drawings, bid packages, etc.
9.2.13 BIM Cost (software, seats, hardware)

Section 9.3 Non-Reimbursable Costs

The following costs shall not be reimbursable:

9.3.1 Any personnel or labor costs other than those provided for in Section
9.1.1.(1) or Section 9.2.1.
9.3.2 Fees for any permits or licenses the Design-Builder requires to conduct its
general business operations.
9.3.3 Capital expenses and interest on capital employed for the Work.
9.3.4 The cost of home or regional offices, it being understood that
compensation for such costs included in the Design-Build Fee and Award
Fee.
9.3.5 Sales or use taxes, unless the Design -Builder establishes that applicable
law required payment of such taxes.
9.3.6 Costs due to the errors or omissions of the Design -Builder or its
subcontractors or suppliers at all tiers, negligent or otherwise.
9.3.7 Costs dues to breach of Contract by the Design -Builder or its
subcontractors or material suppliers at all tiers, including, without
limitation, costs arising from defective or damaged work or its correction,
disposal of materials or equipment erroneously s upplied, and repairs to
property damaged by the Design-Builder or its subcontractors or material
suppliers at all tiers.
9.3.8 Any costs incurred in performing work of any kind before Preconstruction
NTP, unless specifically authorized by the Department in advance and in
writing.
9.3.9 Direct or indirect costs of any kind, except those expressly included in
Section 9.1.

Section 9.4 Discounts, Rebates, And Refunds.

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

9.3.2 Amounts that accrue to the Department in accordance with the
provisions of Section 9.3 shall be credited to the Department as a
deduction from the Cost of the Work.

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

Section 9.6 Accounting Records.
The Design-Builder shall keep full and detailed accounts and exercise such controls
as may be necessary for proper financial management under the Agreement. The Design-
Builder’s accounting and control systems shall be satisfactory to the Department. The
Department, its representatives, and the Department’s accountants shall be afforded access to the
Design-Builder’s records, books, correspondence, instruction, drawings, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project, and
the Design-Builder shall preserve such Project documentation relating to the Project for a period
of three years after final payment, or for such longer period as may be required by law.

Section 9.7 Excluded Cost Elements.
It is the Department’s intent that the Design-Builder provides a turn-key solution for
the implementation of the Project, and the budget set herein has been developed based on such a
framework. The Design-Builder shall advance the Project in a manner consistent with such
budget and the understanding that only the following cost elements are excluded from the
Project Budget set forth herein:

1 3rd Party Material Testing;
2 3rd Party Commissioning;
3 3rd Party Inspections;
4 Costs of active DPR equipment;
and
.5 3rd Party Plan Review.

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Article 10 CONSTRUCTION PHASE PAYMENTS

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

The Cost of Work completed to date

Plus Cost of Work for Pay Period x 70% of Design-Build Fee not at risk

Current approved estimated

Cost of Work through Final Completion

Plus Any subset of the At-Risk Portion of the Design-Build Fee to which the
Department has determined the Design-Builder to be Entitled

Minus Applicable retainage

Minus Amounts previously paid by the Department

Section 10.2 Retention.
The Department shall withhold from each progress payment an amount equal to ten
percent (10%) of the payment related to: (i) each subcontract and supply agreement; (ii)
the Design Fee, (iii) the Preconstruction Fee; (iv) , Design-Build Fee; (v) General Conditions
Costs; and (vi) 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, at its sole and absolute discretion,
may elect to increase the retention on any trade subcontractor up to ten percent (10%) in the
event the Department determines that the situation so warrants. The Department, in its sole and
absolute discretion, may elect to reduce the retainage relating to a particular trade
subcontractor, or the Cost of the Work related to a specific item of Self-Performed Work to zero
upon: (a) satisfactory completion of such Work; (b) submission of all required warranties,
certifications, and operating or maintenance instructions with respect to that Work; and
(c) execution of appropriate waivers of lien and releases of claims. However, in no event shall
the total retainage held by the Department be reduced to an amount that is less than two and
one-half percent (2.5%) of the GMP.

Section 10.3 Documents Required with Application for Payment.
Each Application for Payment shall be accompanied by the Design-Builder’s job cost
ledgers in a form satisfactory to the Department, the subcontractors’ and Suppliers’ Applications
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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 Design-Builder 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 Design-
Builder’s representation that it has inspected the material and found it to be free from defect
and otherwise in conformity with this Agreement, and on satisfactory evidence that the materials
are insured under the builder’s risk policy. Further, if the Design-Builder requests the
Department to allow payments for storage of materials offsite, the Design-Builder shall be
required, inter alia, to agree to execution of proper Project documentation to afford the
Department a secured interest in the materials upon payment.

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

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

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

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

Section 10.5.4. that the Design-Builder’s subcontracts include the clauses
required by subparagraphs (1) through (4) of D.C. Official Code §2-
221.02(d) (2017); and

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

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

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

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

Section 10.9 Right to Withhold Payments.

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

10.9.1 the Work is defective and such defects have not been
remedied; or

10.9.2 the Department has determined that the Design-
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Builder’s progress has fallen behind the Project
Schedule, and the Design-Builder fails, within ten (10)
calendar days of the Department’s written demand, to
provide the Department with a realistic and acceptable
Recovery Plan in accordance with Section 5.19; or

10.9.3 the Design-Builder's monthly schedule update reflects that
the Design-Builder has fallen behind the Project
Schedule, and the Design-Builder fails to include, in the
same monthly report, a realistic and acceptable Recovery
Plan in accordance with Section 5.19; or

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

10.9.5 the Design-Builder has failed to pay subcontractors or
suppliers promptly or has made false or inaccurate
certifications that payments to subcontractors or
suppliers are due or have been made; or

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

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

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

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

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

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Section 10.10 Payment Not Acceptance.

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

Section 10.11 Department Not Obligated to Others.

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

Section 10.12 Final Payment.

A final payment (“Final Payment”) shall be made by the Department to the Design -
Builder when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section
5.14, and Exhibit N have been delivered to and are accepted by the Department; (iii) the
Design-Builder provides the Department a complete set of product manuals (O&M), training
videos, and warranties, as applicable; and (iv) a complete final Application for Payment and a
final accounting for the Cost of the Work has been submitted by the Design-Builder and
reviewed by the Department and, to the extent the Department determines appropriate, the
Department’s accountants. The Department shall make 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.

10.12.1 The amount of the Final Payment shall be calculated as follows:
10.12.1.1 Take the sum of the Cost of the Work substantiated by the Design-
Builder’s final accounting and the Design-Build Fee, but not more
than the GMP.
10.12.1.2 Subtract amounts, if any, for which the Department withholds
pursuant to the Agreement.
10.12.1.3 Subtract the aggregate of previous payments made by the
Department. (If the aggregate of previous payments made by the
Department exceeds the amount due the Design- Builder, the
Design-Builder shall promptly reimburse the difference to the
Department).

10.12.1.4 The Final Payment shall take into account any savings accruing
to the Department or the Design-Builder.

10.12.1.5 The Department will review and report in writing on the Design-
Builder’s final accounting within 30 days after delivery of the
final accounting to the Department by the Design-Builder. Based
upon t h e Department’s determination of the cost of the Work,
and provided the other conditions of Section 10.12 have been met,
the Department will, within fifteen (15) days after the
Department’s determination, notify the Design-Builder of any
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amount that the Department will withhold and the reasons
therefor. The time periods stated in this Section 10.12.1.5
supersede those for typical progress payments.

10.12.1.6 If the Department determines that the Cost of the Work is other
than that claimed by the Design-Builder, the Design-Builder shall
be entitled to proceed in accordance with Article 3 of the Standard
Contract Provisions (Construction Contracts) . Pending a final
resolution of the disputed amount, the Department shall pay the
Design-Builder the amount that the Department determines to be
appropriate.
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Article 11 - INSURANCE
A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and main-
tain, during the entire period of performance under this contract, the types of insurance
specified below. The Contractor shall have its insurance broker or insurance company
submit a Certificate of Insurance to the CO giving evidence of the required coverage prior
to commencing performance under this contract. In no event shall any work be performed
until the required Certificates of Insurance signed by an authorized represen tative of the
insurer(s) have been provided to, and accepted by, the CO. All insurance shall be written
with financially responsible companies authorized to do business in the District of Colum-
bia or in the jurisdiction where the work is to be performed and have an A.M. Best Com-
pany rating of A- / VII or higher. Should the Contractor decide to engage a subcontractor
for segments of the work under this contract and wish to propose different insurance re-
quirements than outlined below, then, prior to commencement of work by the subcontrac-
tor, the Contractor shall submit in writing the name and brief description of work to be
performed by the subcontractor on the Subcontractors Insurance Requirement Template
provided by the CA, to the Office of Risk Management ( ORM). ORM will determine the
insurance requirements applicable to the subcontractor and promptly deliver such require-
ments in writing to the Contractor and the CA. The Contractor must provide proof of the
subcontractor's required insurance prior to commenc ement of work by the subcontractor.
If the Contractor decides to engage a subcontractor without requesting from ORM specific
insurance requirements for the subcontractor, such subcontractor shall have the same in-
surance requirements as the Contractor.
General liability, commercial auto, workers' compensation and property insurance policies
(if applicable to this agreement) shall contain a waiver of subrogation provision in favor of
the Government of the District of Columbia.

The Government of the District of Columbia shall be included in all policies required
hereunder to be maintained by the Contractor and its subcontractors (except for workers’
compensation and professional liability insurance) as an additional insureds for claims
against The Government of the District of Columbia relating to this contract, with the
understanding that any affirmative obligation imposed upon the insured Contractor or its
subcontractors (including without limitation the liability to pay premiums) shall be the sole
obligation of the Contractor or its subcontractors, and not the additional insured. The
additional insured status under the Contractor’s and its subcontractors’ Commercial
General Liability insurance policies shall be effected using t he 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 prof essional liability insurance) shall be
endorsed using ISO form CG 20 01 04 13 or its equivalent so as to indicate that such
policies provide primary coverage (without any right of contribution by any other
insurance, reinsurance or self-insurance, including any deductible or retention, maintained
by an Additional Insured) for all claims against the additional insured arising out of the
performance of this Statement of Work by the Contractor or its subcontractors, or anyone
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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 evi-
dence satisfactory to the CO with respect to the services performed that it carries a CGL
policy, written on an occurrence (not claims-made) basis, on Insurance Services Office,
Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence-based form with coverage at
least as broad and approved by the CO in writing), covering liability for all ongoing
and completed operations of the Contractor, including ongoing and completed opera-
tions under all subcontracts, and covering claims for bodily injury, including without
limitation sickness, disease or death of any persons, injury to or destruction of property,
including loss of use resulting therefrom, personal and advertising injury, and including
coverage for liability arising out of an Insured Contract (including the tort liability of
another assumed in a contract) and acts of terrorism (whether caused by a foreign or do-
mestic source). Such coverage shall have limits of liability of not less than $1,000,000
each occurrence, a $2,000,000 general aggregate (including a per location or per project
aggregate limit endorsement, if applicable) limit, a $1,000,000 personal and advertising
injury limit, and a $2,000,000 products-completed operations aggregate limit including
explosion, collapse and underground hazards.

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

DGS should collect, review for accuracy and maintain all warranties for goods and
services.

2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to
the CO of commercial (business) automobile liability insurance written on ISO form
CA 00 01 10 13 (or another form with coverage at least as broad and approved by the
CO in writing) including coverage for all owned, hired, borrowed and non -owned ve-
hicles and equipment used by the Contractor, with minimum per accident limits equal
to the greater of (i) the limits set forth in the Contractor’s commercial automobile lia-
bility policy or (ii) $1,000,000 per occurrence combined single limit for bodily injury
and property damage. Form CA 99 48 03 06 Pollution Liability - Broadened Coverage
for Covered Autos - Business Auto, Motor Carrier and Truckers must be endorsed onto
the policy

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

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

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

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

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

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

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

7. Installation-Floater Insurance - For projects not involving structur al 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 lo-
cated at the project site, at temporary locations, or in transit; deductibles will be the
sole responsibility of the contractor.

8. 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 Con-
tract. The policy shall provide limits of $1,000,000 per claim or per occurrence for each
wrongful act and $ 2,000,000 annual aggregate. The Contractor warrants that any ap-
plicable retroactive date precedes the date the Contractor first performed any profes-
sional 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.

9. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence satis-
factory to the Contracting Officer with respect to the services performed that it carries
$1,000,000 per occurrence limits; $2,000,000 aggregate of affirmative abuse and mo-
lestation 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 affirm-
ative sexual abuse and molestation endorsement for the required amounts. So called
“silent” coverage or “shared” limits under a commercial general liability or profes-
sional liability policy will not be acceptable. Limits may not be shared with other lines
of coverage. The applicable policy may need to be submitted to the Office of Risk
Management (ORM) for compliance review.

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10. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence sat-
isfactory to the CO of commercial umbrella or excess liability insurance with minimum
limits equal to the greater of (i) the limits set forth in the Contractor’s umbrella or
excess liability policy or (ii) $10,000,000 per occurrence and $10,000,000 in the annual
aggregate, following the form and in excess of all liability policies. All liability cover-
ages must be scheduled under the umbrella and/or excess policy. The insurance re-
quired under this paragraph shall be w ritten in a form that annually reinstates all re-
quired limits. Coverage shall be primary to any insurance, self-insurance or reinsurance
maintained by the District and the “other insurance” provision must be amended in
accordance with this requirement and principles of vertical exhaustion.

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

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

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

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

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

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

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

And mailed to the attention of:
Suzi Tabot
Contracting Officer
Department of General Services
Contracts and Procurement Division
3924 Minnesota Avenue, NE | 5th Floor
Washington, DC 20019
suzi.tabot@dc.gov

The CO may request and the Contractor shall promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of the
insurance policies. If the insurance initially obtained by the Contractor 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).

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

K. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in con-
nection with this contract shall be written by insurance companies with an A.M. Best In-
surance Guide rating of at least A - VII (or the equivalent by any other rating agency ) and
licensed in the District.
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Article 12 BONDS
Section 12.1 Performance Bond and Payment Bond.
The Design-Builder shall, before commencing the Construction Phase, provide to
the Department a payment bond and performance bond, each with a penal sum equal to the full
value of the Agreement, NTE or the GMP . In addition to the delivery of the performance and
payment bonds, the Design-Builder must deliver to the Contracting Officer a copy of the
executed Agreement of Indemnity under which the bonds were issued. Such bond shall remain
in full force and effect until Final Completion is achieved and the Department shall be able to
draw upon such bond regardless of the amount paid by the Department to the Design-Builder,
even if such amount exceeds the penal value of such bond. Unless otherwise directed by the
Department, the Design-Builder shall require all subcontractors whose Subcontract prices
exceed One Hundred Thousand Dollars ($100,000.00) to provide payment and performance
bonds, with a penal sum equal to one hundred percent (100%) of the subcontract price. Further,
the Design-Builder must deliver to the Contracting Officer copies of its subcontractor’s
Agreements of Indemnity. All bonds must be in a form acceptable to the Department, its
lenders or bond trustee, and issued by a surety authorized to do business in the District of
Columbia and bonding company listed on the United States Department of Treasury’s Listing
of Approved Sureties. All subcontractors’ bonds must include a dual obligee rider, naming the
Design-Builder and the Department as dual obligees. If the GMP is increased pursuant to the
terms of the Agreement, the Department may require that the amount of the bonds be increased
in the amount of one hundred percent (100%) of the increase, and the Design-Builder shall
promptly comply. The Design-Builder shall furnish a copy of its bonds to any potential
beneficiary of the bonds, or permit that person or company to make a copy. If the bonds
provided become unacceptable to the Department, the Design-Builder shall promptly
provide substitute security acceptable to the Department. If the Design-Builder intends to
exercise its rights as dual obligee under any trade subcontractor’s bond, it shall first give the
Department twenty (20) days written notice, so that the Department may lodge any objection it
may reasonably have to the proposed action.

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Article 13 ECONOMIC INCLUSION REQUIREMENTS

Section 13.1 LSDBE Utilization.

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

Section 13.2 Mandatory Subcontracting Requirements

Section 13.2.1 Unless the Director of DSLBD has approved a waiver in writing, in
accordance with D.C. Official Code § 2 -218.51, for all contracts in excess of $250,000, at least
35% of the dollar volume of the contract shall be subcontracted to qualified SBEs.

Section 13.2.2 If there are insufficient SBEs to completely fulfill the requirement of
Section 13.2.1, then the subcontracting may be satisfied by subcontracting 35% of the dollar
volume to any qualified certified business enterprises (CBEs); provided, however, that all
reasonable efforts shall be made to ensure that SBEs are significant participants in the overall
subcontracting work.

Section 13.2.3 A prime contractor that is certified by DSLBD as a small, local or
disadvantaged business enterprise shall not be required to comply with the provisions of Sections
13.2.1 and 13.2.2.

Section 13.2.4 Except as provided in Sections 13.2.5 and 13.2.7, a prime contractor that
is a CBE and has been granted a proposal preference pursuant to D.C. Official Code § 2-218.43,
or is selected through a set -aside program, shall perform at least 35% of the contracti ng effort
with its own organization and resources and, if it subcontracts, 35% of the subcontracting effort
shall be with CBEs. A CBE prime contractor that performs less than 35% of the contracting effort
shall be subject to enforcement actions under D.C. Official Code § 2-218.63.

Section 13.2.5 A prime contractor that is a certified joint venture and has been granted a
proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside
program, shall perform at least 50% of the contracting effort with its own organiz ation 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
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subject to enforcement actions under D.C. Official Code § 2-218.63.

Section 13.2.6 Each CBE utilized to meet these subcontracting requirements shall
perform at least 35% of its contracting effort with its own organization and resources.

Section 13.2.7 A prime contractor that is a CBE and has been granted a proposal
preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside program,
shall perform at least 50% of the on -site work with its own organization and resources if the
contract is $1 million or less.

13.2.8. Furniture Fixtures & Equipment (FF&E).
The Design-Builder shall ensure that maximum competition is sought for the Project’s
FF&E requirements. Additionally, the Design -Builder shall ensure that qualified vendors
certified by the District’s Department of Small and Local Business Development as s mall SBEs
are provided an opportunity to offer a bid/proposal for any of the Project’s FF&E requirements.
Qualified vendors can be found on the District’s Office of Contracting Procurement’s (“OCP”)
District of Columbia Supply Schedule (“DCSS”) in the Furn iture and Furniture Management
category (https://ocp.dc.gov/page/dcss). The Contractor shall ensure that a minimum of three (3)
qualified SBE vendors are provided the FF&E bid package. The Contractor shall document the
distribution of the bid package to al l vendors and responses received, including no -bids in the
FF&E Bid Package. Upon selection, the Contractor shall provide an FF&E Selection Summary
to the PM and CO. The FF&E Selection Summary shall include, at a minimum, the identification
of all vendors provided an opportunity to submit a bid/proposal, pricing of bid/proposals received,
identification of selected vendor with a brief explanation of how the decision was reached, and
any other information relevant to the procurement of the Project’s FF&E vendor.

Section 13.3 Subcontracting Plan (Exhibit D)
If the Design -Builder is required by law to subcontract under this Agreement, then the
subcontracting plan submitted with its Proposal, may only be amended with the prior written
approval of the Contracting Officer and Director of DSLBD, as previously stated herein; and, any
reduction in the dollar volume of the subcontracted portion resulting from an amendment of the
Subcontracting Plan shall inure to the benefit of the District. The Subcontracting Plan shall include
the following:
(1) The name and address of each subcontractor;
(2) A current certification number of the small or certified business enterprise;
(3) The scope of work to be performed by each subcontractor; and
(4) The price that the prime contractor will pay each subcontractor.

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

Section 13.5 Subcontracting Plan Compliance Reporting
Section 13.5.1 If the Contractor has a subcontracting plan required by law for this contract,
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the Contractor shall submit a quarterly report to the Contracting Officer, District of Columbia
Auditor, and the Director of DSLBD. The quarterly report shall include the following information
for each subcontract identified in the subcontracting plan:
(A) The price that the prime contractor will pay each subcontractor under the
subcontract;
(B) A description of the goods procured or the services subcontracted for;
(C) The amount paid by the prime contractor under the subcontract; and
(D) A copy of the fully executed subcontract, if it was not provided with an earlier
quarterly report.

Section 13.5.2 If the fully executed subcontract is not provided with the quarterly report,
the prime contractor will not receive credit toward its subcontracting requirements for that
subcontract.

Section 13.6 Annual Meetings
Upon at least 30-days written notice provided by DSLBD, the Contractor shall meet annually with
the CO, CA, District of Columbia Auditor and the Director of DSLBD to provide an update on its
subcontracting plan.

Section 13.7 DSLBD Notices
The Contractor shall provide written notice to the DSLBD and the District of Columbia Auditor
upon commencement of the contract and when the contract is completed.

Section 13.8 Enforcement and Penalties for Breach of Subcontracting Plan
Section 13.8.1 A contractor shall be deemed to have breached a subcontracting plan
required by law, if the contractor (i) fails to submit subcontracting plan monitoring or compliance
reports or other required subcontracting information in a reasonably timely manner; (ii) submits
a monitoring or compliance report or other required subcontracting information containing a
materially false statement; or (iii) fails to meet its subcontracting requirements.

Section 13.8.2 A contractor that is found to have breached its subcontracting plan for
utilization of CBEs in the performance of a contract shall be subject to the imposition of penalties,
including monetary fines in accordance with D.C. Official Code § 2-218.63.

Section 13.8.3 If the CO determines the Contractor’s failure to be a material breach of
the contract, the CO shall have cause to terminate the contract under the default provisions in
Article 16 of the Contract.

Section 13.8.4 Neither the Design -Builder nor a subcontractor may remove a
subcontractor or tier-subcontractor if such subcontractor or tier-subcontractor is certified as an
LSDBE company unless the Department approves of such removal, in writing. The Department
may condition its approval upon the Design-Builder developing a plan that is, in the Department’s
sole and absolute judgment, adequate to maintain the level of LSDBE participation on the Project.
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Section 13.9 Equal Employment Opportunity and Hiring of District Residents
13.9.1 For contracts for services in the amount of $300,000 or more, the Design-Builder shall
comply with the First Source Employment Agreement Act of 1984, as amended, D.C. Official
Code § 2-219.01 et seq. (“First Source Act”).

13.9.2 The Design-Builder shall enter into and maintain during the term of the Contract, a First
Source Employment Agreement ( Exhibit M) with the District of Columbia Department of
Employment Services (“DOES”), in which the Design -Builder shall agree that: (a) The first
source for finding employees to fill all jobs created in order to perform the Contract shall be
the First Source Register; and (b) the first source for finding employees to fill any vacancy
occurring in all jobs covered by the Employment Agreement shall be the First Source Register.

13.9.3 If applicable, the Design-Builder shall comply with subchapter X of Chapter II of Title
2, and all successor acts thereto, including by not limited to the Workforce Intermediary
Establishment and Reform of First Source Amendment Act of 2011, and the rules and
regulations promulgated thereunder, including, but not limited to the following requirements:
a) At least twenty percent (20%) of Journey worker hours by trade shall be performed by
District residents;
b) At least sixty percent (60%) of apprentice hours by trade shall be performed by District
residents;
c) At least fifty one percent (51%) of the skilled laborer hours by trade shall be performed by
District residents; and
d) At least seventy percent (70%) of common laborer hours shall be performed by District
residents.

13.9.4 The Design -Builder shall not begin the performance of the Contract until its
Employment Agreement has been accepted by DOES. Once approved, the Employment
Agreement shall not be amended except with the approval of DOES.

13.9.5 The Design-Builder agrees that at least 51% of the new employees hired to perform the
Contract shall be District residents. The Design -Builder shall ensure that at least fifty -one
percent (51%) of the Design -Builder and every sub -consultant’s and subcontractor’s
employees hired after the effective date of the Agreement, or after such subconsultant or
subcontractor enters into a contract with the Design -Builder, to work on the Project shall be
residents of the District of Columbia. This percent age shall be applied in the aggregate, and
not trade by trade.

13.9.6 The Contractor’s hiring and reporting requirements under the First Source Act and any
rules promulgated thereunder shall continue for the term of the Contract.

13.9.7 The CO may impose penalties, including monetary fines of 5% of the total amount of
the direct and indirect labor costs of the Contract, for a willful breach of the Employment
Agreement, failure to submit the required hiring compliance reports, or deliberate submission
of falsified data.

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13.9.8 If the Design-Builder does not receive a good faith waiver, the CO may also impose an
additional penalty equal to 1/8 of 1% of the total amount of the direct and indirect labor costs
of the Contract for each percentage by which the Design -Builder fails to meet its hiring
requirements.

13.9.9 Any contractor which violates, more than once within a 10 -year timeframe, the hiring
or reporting requirements of the First Source Act shall be referred for debarment for not more
than five (5) years.

13.9.10 The Design-Builder may appeal any decision of the CO pursuant to this clause to the
DC Contract Appeals Board located at 441 4th Street, NW, Suite 350N, Washington, DC
20001.

13.9.11 The provisions of the First Source Act do not apply to nonprofit organizations which
employ 50 employees or less.

13.9.12 Construction projects or contracts covered by this Section 13.9 of the Contract shall
be subject to the hiring and reporting requirements set forth in this Section until construction
is completed and a final certificate of occupancy has been issued.

13.9.13 The Design -Builder shall comply with applicable laws, regulations and special
requirements of the Contract Documents regarding equal employment opportunity and
affirmative action programs. In accordance with the District of Columbia Administrative
Issuance System, Mayor’s Order 85-85 dated June 10, 1985, the forms for completion of the
Equal Employment Opportunity Information Report are incorporated here in as (Exhibit E).
A contract award cannot be made to any contractor that has not satisfied the equal employment
requirements.

Section 13.10 Economic Inclusion Reporting Requirements

Section 13.10.1 Upon execution of the Agreement, the Design -Builder and all its
member firms, if any, and each of its subcontractors shall submit to the Department a list of
current employees and apprentices that will be assigned to the Agreement, the date they were
hired and whether or not they live in the District of Columbia.

Section 13.10.2 The Design -Builder and its constituent entities shall comply with
subchapter X of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code,
and all successor acts thereto and the rules and regulations promulgated thereunder. The Design-
Builder and all member firms and subcontractors shall execute a First Source Agreement with
the District of Columbia Department of Employment Services (“DOES”) prior to beginning
work at the Project site.

Section 13.10.3 The Design -Builder shall maintain detailed records relating to the
general hiring of District of Columbia and community residents.

Section 13.10.4 The Design-Builder shall be responsible for: (i) including the provisions
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of Section 9.3 in all subcontracts; (ii) collecting the information required in Section 9.3 from its
subcontractors; and (iii) providing the information collected from its subcontractors in the
reports required to be submitted by the Design-Builder pursuant to Section 9.3.

Section 13.10.5. Reserved.

Section 13.10.6 Living Wage Act. In addition to the requirements set forth in the First
Source Employment Agreement, the Design-Builder shall comply with all applicable provisions
of the Living Wage Act of 2006, Exhibit P, as amended (codified at D.C. Official Code §§ 2 -
220.01 et seq.) and its implementing regulations.

Section 13.10.7 Apprenticeship Act . The D.C. Apprenticeship Act of D.C. Law 2 -156, (as
amended, the Act) may apply to these Projects. As applicable, the Design-Builder firms and their
subcontractors selected to perform work on the Projects on a craft -by-craft basis may be required
to comply with the Act. If applicable, all terms and conditions of the D.C. Apprenticeship Council
Rules and Regulations shall be implemented, and the selected Design-Builder firms shall be liable
for any subcontractor non-compliance. Thirty-five percent (35%) of all apprentice hours worked
on the Project shall be performed by District residents

Section 13.11 WAY TO WORK AMENDMENT ACT OF 2006

13.11.1. Except as described in Section 13.14.8 below, the Design-Builder shall comply with Title
I of the Way to Work Amendment Act of 2006, effective June 8, 2006 (D.C. Law 16 -118, D.C.
Official Code §2 -220.01 et seq.) (“Living Wage Act of 2006”), for contracts for services in the
amount of $100,000 or more in a 12-month period.

13.11.2 The Design -Builder shall pay its employees and subcontractors who perform services
under the Contract no less than the current living wage.

13.11.3 The Design -Builder shall include in any subcontract for $15,000 or more a provision
requiring the subcontractor to pay its employees who perform services under the Contract no less
than the current living wage rate.

13.11.4 The DOES may adjust the living wage annually and Design -Builder will find the current
living wage rate on its website at www.does.dc.gov.

13.11.5 The Design-Builder shall provide a copy of the Fact Sheet attached within Exhibit P to
each employee and subcontractor who performs services under the Contract. The Design -Builder
shall also post the Notice attached within Exhibit P in a conspicuous place in its place of
business. The Design-Builder shall include in any subcontract for $15,000 or more a provision
requiring the subcontractor to post the Notice in a conspicuous place in its place of business.

13.11.6 The Design-Builder shall maintain its payroll records under the Contract in the regular
course of business for a period of at least three (3) years from the payroll date, and shall include
this requirement in its subcontracts for $15,000 or more under the Contract.

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13.11.7 The payment of wages required under the Living Wage Act of 2006 shall be consistent
with and subject to the provisions of D.C. Official Code §32-1301 et seq.

13.11.8 The requirements of the Living Wage Act of 2006 do not apply to:
(1) Contracts or other agreements that are subject to higher wage level determinations
required by federal law;
(2) Existing and future collective bargaining agreements, provided, that the future
collective bargaining agreement results in the employee being paid no less than
the established living wage;
(3) Contracts for electricity, telephone, water, sewer or other services provided by a
regulated utility;
(4) Contracts for services needed immediately to prevent or respond to a disaster or
imminent threat to public health or safety declared by the Mayor;
(5) Contracts or other agreements that provide trainees with additional services
including, but not limited to, case management and job readiness services;
provided that the trainees do not replace employees subject to the Living Wage
Act of 2006;
(6) An employee under 22 years of age employed during a school vacation period,
or enrolled as a full-time student, as defined by the respective institution, who is
in high school or at an accredited institution of higher education and who works
less than 25 hours per week; provided that he or she does not replace employees
subject to the Living Wage Act of 2006;
(7) Tenants or retail establishments that occupy property constructed or improved by
receipt of government assistance from the District of Columbia; provided, that
the tenant or retail establishment did not receive direct government assistance
from the District;
(8) Employees of nonprofit organizations that employ not more than 50 individuals
and qualify for tax exemption pursuant to section 501(c)(3) of the Internal
Revenue Code of 1954, approved August 16, 1954 (68A Stat. 163; 26 U.S.C. §
501(c)(3);
(9) Medicaid provider agreements for direct care services to Medicaid recipients,
provided, that the direct care service is not provided through a home care agency,
a community residence facility, or a group home for mentally retarded persons as
those terms are defined in section 2 of the Health-Care and Community Residence
Facility, Hospice, and Home Care Licensure Act of 1983, effective February 24,
1984 (D.C. Law 5-48; D.C. Official Code § 44-501); and
(10) Contracts or other agreements between managed care organizations and the
Health Care Safety Net Administration or the Medicaid Assistance
Administration to provide health services.

13.11.9 The Mayor may exempt a contractor from the requirements of the Living Wage Act of
2006, subject to the approval of the Council, in accordance with the provisions of Section 109 of
the Living Wage Act of 2006.
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Article 14 LIQUIDATED DAMAGES

Section 14.1 Reserved.

Section 14.2 Delay in Substantial Completion
If the Design-Builder fails to achieve Substantial Completion of the Project by the
Substantial Completion Date, the Parties acknowledge and agree that the actual damage to the
Department for the delay will be impossible to determine, and in lieu thereof, the Design-Builder
shall pay to the Department, as fixed, agreed and liquidated delay damages in the amount set forth
in the Project Information Section of this Agreement per day for each calendar day of delay for
failure to meet the applicable Substantial Completion Date.

The Design-Builder and the Department agree that the liquidated damages set forth in
this Article do not constitute, and shall not be deemed, a penalty but represent a reasonable
approximation of the damages to the Department associated with a delay in the Project. These
damages shall not apply if the delay is the result of force majeure and the Design-Builder otherwise
complies with the provisions set forth in the Standard Contract Provisions (Construction Contracts
and Architectural/Engineering Services Contracts).

Section 14.3 Early Completion.
In the event the Design-Builder achieves Substantial Completion of the Project prior to
the Substantial Completion Date, the Design-Builder shall maintain the completed Project, at its
own expense, until such time that the Department agrees to occupy and u se the Project for its
intended use.

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Article 15 MISCELLANEOUS PROVISIONS

Section 15.1 Ownership and Use of Project Documents.

The Drawings, Specifications, and other Project Documents prepared by the Design-
Builder’s Architect and copies thereof furnished to the Design -Builder, are for use solely with
respect to this Project. They are not to be used by the Design -Builder, Subcontractors, Sub-
subcontractors, or suppliers on other projects, or for additions to this Project outside the scope of
the Work, without the specific written consent of the Department, and the Design -Builder’s
Architect. The referenced Drawing, Specification s, and other Project Documents shall become
the property of the Department. The District will be the sole owner of all project drawings,
specifications, and other Project Documents, and the Design -Builder shall provide the District
with a complete set of “as-built” within sixty (60) days of final completion.

Section 15.2 Assignment.

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

Section 15.3 Buy American Act Provision.
The Design-Builder shall comply with the provisions of the Buy American Act (41
U.S.C. §§ 8301–8305), including, but not limited to, the purchase of steel. To the extent that the
language in this section contradicts the language under Article 24 of The Dep artment Standard
Contract Provisions for Construction Contracts and Article 15 (C) of the Department Standard
Contract Provisions for Architectural and Engineering Services Contracts ( Exhibit J1 and J2 )
regarding compliance with the Buy American Act, the language in this section should supersede.

Section 15.3.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301 –8305), and
Executive Order 10582, December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended by
Executive Order 11051, September 27, 1962 (3 CFR, 1059—63 Comp., p. 635), the Design-
Builder agrees that only domestic construction material will be used by the Design -Builder,
subcontractors, material men and suppliers in the performance of the Agreement, except for
non-domestic material listed in the Agreement.
“Components” as used in this Section, means those articles, materials and supplies
incorporated directly into the end products.
“Domestic end product”, as used in this section, means, (1) an unmanufactured end product
mined or produced in the United States, or (2) an end product manufactured in the United
States, if the cost of its components mined, produced, or manufactured in the United States,
exceeds 65 percent of the cost of all its components. For an end product that consists wholly
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or predominantly of iron or steel or a combination of both, the cost of foreign iron and steel
must constitute less than 5 percent of the cost of all the components used in the end product.
Components of foreign origin of the same class or kind as the products shall be treated as
domestic. Scrap generated, collected, and prepared for processing in the Unites States is con-
sidered domestic.
“End Products”, as used in this Section, means those articles, materials, and supplies to be
acquired for public use under this Contract.
The Design-Builder shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured in the United
States in sufficient and reasonably available commercial quantities of a satisfactory quality;
3. For which the District determines that domestic preference would be inconsistent with
the public interest; or
4. For which the District determines the cost to be unreasonable.
Section 15.3.2 Domestic Construction Material. “Construction material” means any article,
material, or supply brought to the construction site for incorporation in the building or work.
An unmanufactured construction material is a “domestic construction material” if it has been
mined or produced in the United States. A manufactured construction material is a “domestic
construction material” if it has been manufactured in the United States and if the cost of its
components which have been mined, produced, or manufactured in the United States exceeds
65 percent of the cost of all its components. “Component” means any article, material, or
supply directly incorporated in construction material. If the construction material consists
wholly or predominantly of iron or steel, the iron or steel was produced in the United States;
or, for construction material that consists wholly or predominantly of iron or steel or a com-
bination of both, a construction material manufactured in the United States if the cost of for-
eign iron and steel constitutes less than 5 percent of the cost of all the components used in
such construction material.
Section 15.3.3 Domestic Component. A component shall be considered to have been
“mined, produced, or manufactured in the United States” regardless of its source, in fact, if
the article, material, or supply in which it is incorporated was manufactured in the United
States and the component is of a class or kind determined by the Government to be not mined,
produced or manufactured in the United States in sufficient and reasonably available com-
mercial quantities and of satisfactory quality.
Section 15.3.4 Foreign Construction Material. “Foreign construction material” means a
construction material other than a domestic construction material.
Section 15.4 Davis-Bacon Act Wage Determination and Title 29 CFR 5.5 Davis-Bacon
Provision.
The Design -Builder agrees that the construction work performed under this
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Agreement shall be subject to the Davis-Bacon Act (40 U.S.C. §§ 3142-3148), Exhibit G1 and
Title 29 Code of Federal Regulations (“CFR”) part 5.5 Davis Bacon Provision Exhibit G2. The
wage rates applicable to this Project are attached as Exhibits G1 and G2. The Design-Builder
further agrees that it and all of its subcontractors shall comply with the regulations implementing
the Davis -Bacon Act and Title 29 CFR , and such regulations are hereby incorporated by
reference. At such time as the Design -Builder is preparing its GMP, the Design -Builder shall
include the current Davis-Bacon wage rates in its GMP.

Section 15.5 The Quick Payment Clause

Section 15.5.1 Interest Penalties to Contractors

Section 15.5.1.1 The District will pay interest penalties on amounts due to the
Design-Builder under the Quick Payment Act, D.C. Official Code §2 -221.01 et seq.,
as amended, for the period beginning on the day after the required payment date and
ending on the date on which payment of the amount is made. Interest shall be
calculated at the rate of 1% per month. No interest penalty shall be paid if payment for
the completed delivery of the item of property or service is made on or before the
required payment date. The required payment date shall be:

a. The date on which payment is due under the terms of the Contract;
b. Not later than 7 calendar days, excluding legal holidays, after the date of delivery
of meat or meat food products;
c. Not later than 10 calendar days, excluding legal holidays, after the date of delivery
of a perishable agricultural commodity; or
d. 30 calendar days, excluding 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 es-
tablished by contract;

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

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

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

Section 15.5.2 Payments to Subcontractors

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

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

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

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

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

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

Section 15.5.3 Subcontractor Quick Payment Clause Flow-Down Requirements

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

Section 15.5.4 Requirements for Change Order Payments

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

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

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

a. 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 com-
pleted by the subcontractor;
b. Pay the subcontractor any undisputed amount to which the subcontractor is entitled
for any additional work within 10 days of receipt of payment for the additional
Work from the District; and
c. If the Prime Contractor withholds payment from a subcontractor, notify the sub-
contractor in writing and state the reason why payment is being withheld and pro-
vide a copy of the notice to the CO.

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

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

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

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

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

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

Section 15.8 Interpretation of Contract and Order of Precedence. All of the Project
documents comprising the Agreement should be read as complementary so that what is called for
by one is called for by all. Ambiguities shall be construed in favor of a broader scope of Work for
the Design-Builder, as the intent of the A greement is, with specifically identified exceptions, to
require the Design-Builder to assume entire responsibility for the construction of the Project. If
there is any inconsistency among the Project documents comprising the Agreement, the order of
precedence among them is as follows, with the first listed Project document having the highest
priority:

1. This Agreement and its Modifications, Change Orders, Change Directives and any Exhibits
thereto;
2. The Department’s Standard Contract Provisions (Construction Contracts and Architec-
tural/Engineering Services Contracts), as amended, and any missing term in this Agree-
ment shall be addressed in accordance with the Standard Contract Provisions; and
3. The Construction documents released or approved by the Department.

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

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

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

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

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

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

Dr. Jacque McDonald
Chief Procurement Officer
Department of General Services
3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019

Hashim Hassan
President
THIHA Inc.
4937 Western Ave NW
Washington, DC, 20026
This Section shall be read as imposing minimum requirements for distribution of required
contractual notices, and not as displacing distribution requirements with respect to design
documents, construction submittals, periodic reports, and other Project documents.

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

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

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

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

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

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

Section 15.20 Anti-Deficiency Acts . The obligations and responsibilities of the Department
under the terms of the Agreement, or any subsequent agreement entered into pursuant to this
Agreement or referenced herein (to which the Department is a party), are and shall remain subject
to the p rovisions 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 approp riation by
Congress for such purpose, and the Department’s legal liability for payments and other charges
under this Agreement shall not arise or obtain in advance of the lawful availability of appropriated
funds for the applicable fiscal year as approved by Congress. IN ACCORDANCE WITH § 446
OF THE HOME RULE ACT, D.C. CODE § 1 -204.46, NO DISTRICT OF COLUMBIA
OFFICIAL IS AUTHORIZED TO OBLIGATE OR EXPEND ANY AMOUNT UNDER
THE AGREEMENT OR CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS
BEEN APPROVED, IS LAWFULLY AV AILABLE, AND APPROPRIATED BY ACT OF
CONGRESS.

Section 15.20.1 The Department agrees to exercise all lawful authority available to it to satisfy the
financial obligations of the Department that may arise under this Agreement. During the term of
this Agreement, the Mayor of the District of Columbia or other appropriate official shall, for each
fiscal period, include in the budget application submitted to the Council of the District of Columbia
the amount necessary to fund the Department’s known potential financial obligations under this
Agreement for 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 u pon the expiration of
any then -existing appropriation, the Department shall promptly notify the Contractor and this
Agreement shall immediately terminate upon the expiration of any then-existing appropriation.

Section 15.20.2 Notwithstanding the foregoing, no officer, employee, director, member or other
natural person or agent of the District or Department shall have any personal liability in connection
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with the breach of the provisions of this Section or in the event of non-payment by the Department
under this Agreement.

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

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

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

Section 15.23 Contracts in Excess of One Million Dollars. Any contract in excess of $l,000,000
shall not be binding or give rise to any claim or demand against the District until approved by the
Council of the District of Columbia and signed by the Contracting Officer.

Section 15.24 Gratuities Not to Benefit Provisions.

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

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

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

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

Section 15.25 Ethical Standards for the Department's Employees And Former Employees .
The Department expects the Design-Builder to observe the highest ethical standards and to comply
with all applicable laws, rules, and regulations governing ethical conduct or conflicts of interest.
Neither the Design-Builder, nor any person associated with the Design-Builder, shall provide (or
seek reimbursement for) any gift, gratuity, favor, entertainment, loan, or other thing of value to
any employee of the District or t he Department not in conformity with applicable law, rules or
regulations. The Design -Builder shall not engage the services of any person or persons in the
employment of the Department or the District for any work required, contemplated, or performed
under the Agreement. The Design -Builder may not assign to any former employee or District
employee or agent who has joined the Design -Builder’s firm any matter on which the former
employee, while employed by the Department, had material or substantial involveme nt in the
matter. The Design -Builder may request a waiver to permit the assignment of such matters to
former personnel on a case-by-case basis. The Design-Builder shall include in every subcontract
a provision substantially similar to this section so that such provisions shall be binding upon each
Design-Builder or vendor.

Section 15.26 Non-Discrimination in Employment Provisions.

Section 15.26.1 District of Columbia Human Rights Act

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

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

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

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

Section 15.26.2 Pregnant Workers Fairness

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

1. Refuse to make reasonable accommodations to the known limitations related to
pregnancy, childbirth, related medical conditions, or breastfeeding for an em-
ployee, unless the Design-Builder can demonstrate that the accommodation would
impose an undue hardship;
2. Take an adverse action against an employee who requests or uses a reasonable ac-
commodation in regard to the employee's conditions or privileges of employment,
including failing to reinstate the employee when the need for reasonable accom-
modations 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 ac-
cept if the employee does not have a known limitation related to pregnancy, child-
birth, related medical conditions, or breastfeeding or the accommodation is not nec-
essary 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 Design-Builder shall post and maintain in a conspicuous place a notice of rights in
both English and Spanish and provide written notice of an employee's right to a needed
reasonable accommodation related to pregnancy, childbirth, related medical conditions,
or breastfeeding pursuant to the PPWF Act to:

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

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

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

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Section 15.26.3 UNEMPLOYED ANTI-DISCRIMINATION

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

b. The Design-Builder shall not:

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

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

Section 15.27 ASSIGNMENT OF CONTRACT PAYMENTS

a. Subject to Section 15.27, in accordance with Title 27 DCMR Section 3250, the Design -
Builder may assign due or to become due as a result of the performance of this Design -
Builder to a bank, trust company, or other financing institution funds.
b. Any assignment shall cover all unpaid amounts payable under this Agreement and shall
not be made to more than one party.
c. Notwithstanding an assignment of Contract payments, the Design -Builder, not the as-
signee, 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 15.28 FREEDOM OF INFORMATION ACT (“FOIA”)

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

Section 15.31 DGS Turn Over/Close Out Manual
Deliverables shall include those outlined in Exhibit R.

Section 15.32 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2 -222.01
et seq
Section 15 .32.1 Nonprofit organizations, as defined in the Act, shall include in their rates the
indirect costs incurred in the provision of goods or performance of services under this contract
pursuant to the nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement
(NICRA). If a nonprofit organization does not have an unexpired NICRA, the nonprofit
organization may elect to instead include in its rates its indirect costs:
1. As calculated using a de minimis rate of 10% of all direct costs under this contract;
2. By negotiating a new percentage indirect cost rate with the awarding agency;
3. As calculated with the same percentage indirect cost rate as the nonprofit organization
negotiated with any District agency within the past 2 years; however, a nonprofit
organization may request to renegotiate indirect costs rates in accordance with Section
15.32.2; or
4. As calculated with a percentage rate and base amount, determined by a certified public
accountant, as defined in the Act, using the nonprofit organization's audited financial
statements from the immediately preceding fiscal year, pursuant to the OMB Unifor m
Guidance, and certified in writing by the certified public accountant.
Section 15.32.2 If this contract is funded by a federal agency, indirect costs shall be consistent
with the requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations.
Section 15.32.3 The Contractor shall pay its subcontractors which are nonprofit organizations the
same indirect cost rates as the nonprofit organization subcontractors would have received as a
prime contractor.

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Article 16 TERMINATION OR SUSPENSION

Section 16.1 All terminations or suspensions arising out of or under this Agreement shall
be in accordance with the terms of the Standard Contract Provisions (Construction Contracts
and Architectural/Engineering Services Contracts).
Section 16.2 Failure to Agree Upon GMP.

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

Section 16.3 Termination for Default.

The Department may terminate the Agreement for default if the Design-Builder
fails to perform any of its duties or obligations under the Agreement. In particular, but without
limitation, the Department may terminate the Agreement if:

1. The Design-Builder fails to perform the Work diligently, in accordance with the
Project Schedule or to make such progress in the Work as the Department
reasonably believes is necessary to complete the Project within the time required
by the Agreement; or
2. The Design-Builder fails to perform the Work in a good and workmanlike manner
or to correct defects in the Work promptly upon notice by the Department; or
3.
The Department reasonably determines that the Design-Builder has abandoned the
Work, or has failed to pay laborers, mechanics, materialmen, subcontractors or
suppliers when payment is due; or
4. The Design-Builder becomes insolvent, makes an assignment for the benefit of
creditors, files a voluntary petition under any chapter of the Bankruptcy Code or
has an involuntary petition filed against it under any chapter of the Bankruptcy
Code, or the Design-Builder has a receiver appointed, or files for dissolution or
otherwise is dissolved; or
5. The Design-Builder fails to pay its debts in a timely manner or becomes insolvent,
the Department reasonably determines that the Design-Builder does not have the
financial ability to carry out its obligations under the Agreement and the Design-
Builder fails to give the Department prompt and reasonable assurances of its ability
to perform.
Section 16.3.1 The Department shall provide the Design-Builder with
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written notice of its intent to terminate the Agreement under this Section.

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

Section 16.4 Termination for Convenience.

The Department may terminate the Contract in whole or specified part, for its
convenience, for any reason. The notice of termination shall state the effective date of
termination, the extent of the termination, and any specific instructions. The termination for
convenience that arises out of or under this Agreement shall be in accordance with the terms of
the Standard Contract Provisions (Construction Contracts and Architectural/Engineering Services
Contracts).

Section 16.5 Continued Responsibility After Termination.

If the Design-Builder is terminated, for default, for Convenience or otherwise, the
Design-Builder shall remain responsible for defects or non-conformities in all Work performed
to the date of the termination.

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Article 17 OTHER CONDITIONS AND SERVICES

This Agreement and the rights and obligations of the Department and Design-Builder herein
are subject to the approval of the Council of the District of Columbia.

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Article 18 CHANGES IN THE WORK

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

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

Section 18.3 Department-Initiated Changes

1. If the Department wishes to make a change in the Work or to accelerate the Work,
it will execute and issue to the Design-Builder a written Change Directive, either
directing the Design-Builder to proceed at once with the changed Work or directing
it to not to proceed, but to inform the Department, in writing, of the amount, if any,
by which the Design-Builder believes that Substantial or Final Completion Dates
and/or the GMP should be adjusted to take the Change Order or Change Directive
into account.
2. Within ten (10) days of receiving a Change Directive, the Design-Builder shall
provide the Department with a written statement of all changes in the Agreement,
including, without limitation, any changes to the Substantial or Final Completion
Dates or the 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 Design-Builder shall
provide, further cost breakdowns, clarifications, documentation or back-up if the
Department reasonably believes such additional information is needed to
understand and evaluate the request. The additional information required may
include cost and pricing data in accordance with the Department’s regulations. Any
requested adjustment to the Guaranteed Maximum Price shall be limited to
increased Cost of the Work due to the Change Directive. The Design-Builder is not
entitled to any markup on any kind of Change Orders except as authorized in
Section 18.8, and if so authorized, any mark-up shall be in accordance with Section
18.11.
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3. If the Department has not yet directed the Design-Builder to proceed with the
change described by a Change Directive, the Department may rescind it. If the
Department wishes to proceed, or has already directed the Design-Builder to
proceed, the Design-Builder shall immediately proceed with the changed Work
and, the Department and the Design-Builder shall use their good faith best efforts
to reach an agreement upon the modifications to the Substantial or Final
Completion Dates, and/or the Guaranteed Maximum Price that are justified by the
Change Directive. If the Department and the Design-Builder reach agreement, the
agreement shall be set forth in a Change Order and the Design-Builder shall also
execute it, at which point it will become binding on both Parties.
4. If the Parties fail to reach an agreement within sixty (60) days after the Department
receives the Design-Builder’s detailed statement pursuant to Section 18.3.2, and
such other Project documentation as the Department may request, the Design-
Builder may assert a claim in accordance with the Agreement. In such a case,
and subject to adjustment via the claims and disputes process, the Department
shall unilaterally grant the Design-Builder such adjustments, if any, to the
Substantial or Final Completion Dates, the GMP, and/or the Preconstruction or
Design-Build Fee as the Department has judged to be appropriate.

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

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

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

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

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

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

Section 18.8 No Adjustments to Fee.
The Design-Builder understands and agrees that the Design-Build Fee shall not
be increased or decreased as a result of any Change Orders or Change Directive. In furtherance
of this understanding, the Design-Builder agrees that it shall not be entitled to an increase in the
Maximum Cost of General Conditions, or the Design-Build Fee by virtue of changes
authorized by the Department unless such changes fall outside the general scope of work
contemplated by this Agreement. The term general scope of work shall mean a state-of-the-art
recreation center facility that is consistent with the Department’s program of requirements
and incorporates sustainable design initiatives. Without limiting the generality of the foregoing,
it is understood and agreed that the Design-Builder shall not be entitled to any additional fees
or general conditions unless (i) the Department makes additions to the scope provided for in
this Agreement that cause the GMP, either individually or in the aggregate, to increase by
more than ten percent (10%); or (ii) the Department makes additions to the scope provided
for herein which (other than for punchlist or warranty work) require the Design-Builder’s
services for the Project to extend beyond the Substantial Completion Date.

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

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

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

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

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

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

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

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

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

(d) Materials. Incorporated and unincorporated materials as permitted under Section
9.1.
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Article 19 CLAIMS & DISPUTE RESOLUTION

Section 19.1 All claims or disputes arising out of this Agreement shall be governed by the terms
of the Standard Contract Provisions (for Architectural and Engineering Services and Construction
Contracts).

Section 19.2 Notwithstanding any other provision of this Agreement to the contrary, neither party
including its officers, agents, servants, and employees, shall be liable to the other for lost profits
or any special, indirect, incidental, or consequential damages in a ny way arising out of this
Agreement however caused under a claim of any type or nature based on any theory of liability
(including, but not limited to contract, tort, or warranty) even if the possibility of such damages
has been communicated.

For the avoidance of confusion, the Parties agree that this provision does not affect the
Department’s ability to assess Liquidated Damages as set forth in Section 14. Furthermore, the
Parties agree that any acceleration costs required to complete the modernization work described in
this agreement shall not be considered consequential damages for purposes of this provision.

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Article 20 - EXHIBITS
Exhibit A Permit Set
Exhibit B Project Schedule
Exhibit C Preconstruction and Construction Phase Deliverable List
Exhibit D SBE Subcontracting Plan
Exhibit E EEO Policy Form
Exhibit F Key Personnel
Exhibit G1 Davis-Bacon Act Wage Determination
Exhibit G2 Title 29 Code of CFR Part 5.5
Exhibit H Design-Builder’s Designated Representative
Exhibit I Department’s Designated Representatives
Exhibit J1 Standard Contract Provisions (Construction Contract)
Exhibit J2 Standard Contract Provisions (Architectural & Engineering
Services)
Exhibit K GMP Summary
Exhibit K1 Capital Cost vs Operating Cost Eligibility
Exhibit K2 List of Unit Prices and Allowances
Exhibit K3 List of Assumptions and Clarifications
Exhibit K4 Additive Alternates or Deductive Alternates - NONE
Exhibit L Form of Lein Waiver
Exhibit M First Source Employment Agreement and Plan
Exhibit N FF&E and Close-Out Deliverables
Exhibit O Subcontractor Performance Evaluation Form
Exhibit P Living Wage Act
Exhibit Q Campaign Finance Reform Act Self-Certification Form
Exhibit R Turnover Protocol
Exhibit S At-Risk Portion of Design-Build Fee

IN WITNESS WHEREOF, the Parties have executed this Agreement (DCAM-23-CS-
RFP-0002) through their duly authorized representatives as of the last date written below.

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

By:

Name:

Title:

Date:
By:

Name:

Title:

Date:
Hashim Hassan
President
March 26th, 2026
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EXHIBITS A – S

EXHIBITS ARE ACCESSIBLE VIA THE LINK BELOW

Exhibits A - S