Proposed Contract to with GCS, Inc., dba GCS-SIGAL Contract No. DCAM-25-CS-RFP-0017

MURIEL BOWSER
MAYOR
April 28, 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
Contract No. DCAM-25-CS-RFP-0017 with GCS, Inc., dba GCS-SIGAL, in the not- to-exceed
amount of $4,846,153 (including an existing letter contract amount of $990,000). The not-to-
exceed amount is an early release of funds for the initial phase of the construction of the new
Metropolitan Police Department 7th district headquarters.
As part of the initial phase of the project, GCS, Inc., dba GCS-SIGAL will provide preconstruction
deliverables while the District and GCS, Inc., dba GCS-SIGAL finalize the full scope and
guaranteed maximum price for the project.
My administration is available to discuss any questions you may have regarding this contract. In
order to facilitate a response to any questions you may have, please contact Delano Hunter,
Director, Department of General Services (“DGS”), or have your staff contact 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
1

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement

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

COUNCIL CONTRACT SUMMARY
(Letter Contract)

(A) Contract Number: DCAM-25-CS-RFP-0017

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

Contract Amount (ESA #1): Not-to-Exceed (“NTE”) Amount of $4,846,153.00
(includes $990,00.00 Letter Contract amount)

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

Term of Contract: January 22, 2026 (date of execution of the Letter Contract
by the Department of General Services) through April 5,
2028 (“Substantial Completion Date for New
Headquarters”) and October 11, 2029 (“Substantial
Completion Date for Parking Facility”) with a Final
Completion Date of October 18, 2029, and an
Administrative Term of December 18, 2029.

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

Source Selection Method: Competitive Request for Proposal

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

N/A

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

The Notice to Proceed & Letter Contract (“Letter Contract”) was executed on January 22, 2026.
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(D) The number of times the letter contract or emergency contract has been extended:

The Letter Contract has been modified once through a no-cost time extension to May 16, 2026.

(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 services provided to date is $990,000.00, which represents the initial not-to-exceed
(“NTE”) amount established by the Letter Contract.

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

If approved, DCAM-25-CS-RFP-0017 (the “Contract”) will authorize GCS, Inc., dba GCS -SIGAL
(the “Contractor”) to provide Construction Management At-Risk Services for the construction of the
new MPD 7th District New Headquarters and Parking Facility, located at 2455 Alabama Avenue, SE,
Washington, DC 20020 (the “Project”). The Project will be completed in two phases: (i) the
Preconstruction Phase; and (ii) the Construction Phase. The substantial completion for the new
headquartes shall occur on or before April 5, 2028 and on or before October 11, 2029 for the parking
facility.

The Project includes preconstruction and construction services for the new MPD 7th District New
Headquarters and Parking Facility. The Department of General Services (the “Department” or “DGS”)
seeks Council approval to execute the proposed Contract. If approved, the Contract will establish an
early start agreement (“ESA”) in the NTE amount of $ 4,846,153.00, which is inclusive of the
$990,000.00 Letter Contract amount. As the proposed Contract value is more than $1 million, Council
approval is required for this contract action.

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

On June 24, 2025, the Department issued a Request for Proposals (“RFP”) to engage a highly
qualified contractor to serve as the Construction Manager at Risk (the “CMAR” or “Contractor”) for
the Project. A pre-proposal conference and site visit were held on July 1, 2025.

A total of seven (7) Addenda were issued for this RFP. Addendum No. 1, issued on July 1, 2025,
provided the attendance sheet for the site visit and pre-proposal conference held at 2455 Alabama
Ave SE, Washington, DC 20002, on July 1, 2025, at 10:00 a.m. Addendum No. 2, issued on
July 11, 2025, revised the Proposal Due Date to July 31, 2025, at 4:00 p.m. Addendum No. 3, issued
on July 18, 2025, provided details regarding the Parking Structure. Addendum No. 4, issued on
July 25, 2025, provided the District of Columbia’s Net Zero Requirements. Addendum No. 5, also
issued on July 25, 2025, revised the Proposal Due Date to August 8, 2025, at 4:00 p.m. Addendum
No. 6, issued on July 31, 2025, revised the Proposal Due Date to August 15, 2025, at 4:00 p.m. and
provided clarification on the surface parking lot as well as additional documents, including utility
3

plans for the project location. Addendum No. 7, issued on August 12, 2025, revised the Proposal Due
Date to August 22, 2025, at 4:00 p.m.

On the Proposal Due Date, August 22, 2025, nine (9) firms submitted responsive proposals. A
technical evaluation kick-off meeting was held on September 4, 2025, during which the Contracts and
Procurement team discussed the evaluation process, outlined the roles and responsibilities of the
Panel, and distributed the technical proposals for review. After the Panel completed its independent
evaluations, a consensus meeting was convened on October 9, 2025, to establish consensus technical
scores for each proposal.

The Department’s Contracting Officer (“Contracting Officer” or “CO”) conducted an independent
evaluation of the Offerors’ proposals. The CO’s review found that all Offerors submitted sound and
competitive proposals. When the technical scores, price evaluations, and CBE preference points were
combined, the Contractor ranked first with a total score of 86.20 out of 112 possible points.

The CO determined that the Contractor’s proposed pricing was fair and reasonable when compared
with the other proposals, and that adequate funding was available to support the award. Based on the
highest-ranked score, reasonable pricing, and overall best value to the District, the CO selected the
Contractor for award. As memorialized in the award memorandum executed on December 23, 2025,
the Department awarded Contract No. DCAM -25-CS-RFP-0017 to the Contractor, concluding that
the award was 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) A description of any other contracts the proposed contractor is currently seeking or holds with
the District:

The list of current and proposed District projects the Contractor is involved in is provided in Exhibit
A on page 7.

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

The Contractor is headquartered in Washington, DC, and has performed satisfactorily on design and
construction projects within the District. The Contractor has successfully completed the following
recent comparable projects (garage and police station) for DGS:

1. St Elizabeth East Garage, Washington, DC
2. Ward 1 Short-Term Family Housing Facility, Washington, DC
3. MPD 1st District Police Station, Washington, DC
4

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

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

The Contractor is a certified business enterprise in accordance with the Act (CBE Number:
LZXR46406122027). Pursuant to D.C. Official Code § 2-218.46 (d-1), the Contractor shall submit a
detailed subcontracting plan to DSLBD that meets the requirements of D.C. Official Code § 2-
218.46(d), before entering into a guaranteed maximum price.

Contract’s NTE Dollar Value: $4,846,153.00
Subcontracting Requirement %: 35%

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

The Contractor is required to provide all preconstruction, and construction services and other services
necessary to substantially complete the work for the new headquarters no later than April 5, 2028,
and the work for the parking facility no later than October 11, 2029. In general, the Contractor must
perform the requirements contained in the Contract and meet or exceed the performance standards
therein. The Contractor is subject to liquidated damages of one thousand dollars ($1,000) per day of
delay for failure to timely achieve substantial completion of the Project.

(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:

N/A

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

The Office of the Chief Financial Officer has certified that the proposed Contract’s NTE amount is
consistent with the Department’s budget and that adequate funds are available in the Department’s
budget in accordance with D.C. Official Code § 47-392.01 and § 47-392.02. The applicable f iscal
sufficiency certificate 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:

5

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

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

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

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

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

(R) (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.

(S) 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, Longtime
Resident Business, Development Enterprise Zone and Resident Owned Business. The Contractor’s
CBE Number LZXR46406122027, with an expiration date of December 31, 2027.

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

N/A

6

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

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

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

N/A

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

Contract award information is available on the OpenGov portal. The Contract will be made
available on the OpenGov portal upon approval.

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

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

7

EXHIBIT A

LIST OF CURRENT AND PROPOSED DISTRICT PROJECTS

1101 4th Street, SW
Washington, DC 20024
Date of Notice: March 31, 2026 L0016281283Notice Number:
FEIN: **-***8921
Case ID: 18920130
Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
GCS INC
1140 3RD ST NE STE 320
WASHINGTON DC 20002-7899
Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
C
As reported in the Clea
reported in the Cle
iability with the District o
ility with the Di
vices. As of the date abov
ices. As of the date abov
ertificate of Clean Hands
ertificate of Clean Hand
TITLE 47. TAXATION, L
TLE 47. TAXATION,
CHAP
CHAP
PTER II. CLEAN HAND
PTER II. CLEAN HAN
D.C. CO
D.C. CO
PROHIBITION AGAINS
ROHIBITION AGAIN
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum

To: Delano Hunter
Director

From: Antoinette Hudson - Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. DCAM-25-CS-RFP-0017
Construction Management At-Risk Services for Metropolitan Police
Department 7th District New Headquarters and Parking Facility

Date: March 26, 2026

Subject: Fiscal Sufficiency Review

In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”),
I hereby state that the Construction Management At-Risk Services for Metropolitan Police Department
7th District New Headquarters and Parking Facility (DC AM-25-CS-RFP-0017), with GCS, Inc., dba
GCS-SIGAL (the “Contractor”) and a not-to-exceed (“NTE”) amount of $4,846,153.00 is consistent
with the Department’s current budget and that adequate funds are available in the budget for the
expenditure.

Per the Department’s Contracts & Procurement (“C&P”) team, on January 22, 2026, the Letter Contract
was executed by the Department, with an initial Not-to-Exceed (“NTE”) amount of $990,000.00. The
proposed $3,856,153.00 will increase the NTE to $4,846,153.00 ($990,000.00 + $3,856,153.00).

The Department of General Services (DGS – Implementing AGY) has $4,846,153.00 in the Metropolitan
Police Department (MPD – Owner AGY) cumulative capital budget authority balance.

The PASS/DIFS information is listed below/attached.

Project Name Project
Number

AY
Fund
Detail
Imp.
Agency
Owner
Agency
RK/PO Amount Comments
AM0.BRM19C.7TH
DISTRICT HQS
RENOVATION

100024 N/A 3030300 AM0 AM0 PO737500

$990,000.00
AM0.BRM19C.7TH
DISTRICT HQS
RENOVATION

100024 N/A 3030300 AM0 FA0 RK321480 $3,856,153.00
Total $4,846,153.00

Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

______________________________________________________________________________

Page 1 of 1

Memorandum

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

FROM: Kristen Walp
Interim Deputy General Counsel

SUBJECT: Legal Sufficiency Certification

Construction Management At-Risk Services for Metropolitan Police
Department 7th District New Headquarters and Parking Facility

Contract Number: DCAM-25-CS-RFP-0017
Contractor: GCS, Inc., dba GCS-SIGAL

DATE: April 9, 2026
_____________________________________________________________________________

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

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

____________________________
Kristen Walp
Senior Assistant General Counsel

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Contracts & Procurement Division
Sent electronically to: goliver@gcs-sigal.com
January 16, 2025
Gabe Oliver,
Partner & SVP,
GCS, Inc. DBA GCS-SIGAL,
1140 Third Street NE, Suite 320,
Washington, DC 20002
Subject: Notice to Proceed and Letter Contract
Reference: Request for Proposals (“RFP”) No. DCAM-25-CS-RFP-0017
Construction Management At-Risk Services for the Metropolitan Police Department 7th
District New Headquarters and Parking Structure
Dear Mr. Oliver:
We refer to the proposal submitted by GCS, Inc. DBA GCS-SIGAL (the “CMAR” or “Contractor”) in response
to the above referenced RFP. As noted in the Department’s Notice of Award, GCS, Inc. DBA GCS-SIGAL
has been selected to perform the required services and if this Letter Contract (“Letter Contract”) is signed
by the Contractor without modification of any kind, it will serve as the notice to proceed for the work
described below. This notice to proceed is subject to the following terms:
1. Letter Contract. This is a Let ter Contract between the Contra ctor and the District of Columbia
Government, acting by and through its Department of General Services (“DGS” or the “Department”), and shall
govern the parties relationship until such time as a final contract is entere d into for the work described in the
above referenced RFP (the “Definitized Contract”); provided, however, that to the extent an issue is not covered
in this Letter Contract, the Request for Proposal shall govern. Once the Definitive Contract is executed by an
authorized Contracting Officer, this Letter Contract s hall automatically be incorporated into and shall merge
into and be superseded by the Definitive Contract.
2. Scope of Work. The Contractor shall provide Con struction Management At-Risk (“CMAR”) services
for the Metropolitan Police Department 7th District New Headquarters and Parking Structure, located at 2455
Alabama Avenue SE, Washington, DC 20020 (the “Project”), as described in the Contractor’s Proposal dated
DATE, submitted in response to the subject RFP and Schedule of Values attached to this Letter Contract as
(Exhibit A).
3. Deliverables. In connection with the services provide d pursuant to this Letter Contract, the Contractor
shall provide, at a minimum, the deliverables in accordance with the requirements in the RFP, Schedule of Values
attached to this Letter Contract as (Exhibit A) and Form of Contract in connection to the authorized work to the
Department’s Program Manager and in the referenced instances to the Contracting Officer.



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In the event that the Contractor fails to timely submit any such deliverable, the Contractor shall pay to the
Department as a disincentive fee One Thousand Dollars ($1,000) per day after receiving written notice from the
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 li mit of this authorization is up to $990,000.00 (“Not to Exceed” amount
or “NTE”) including $15,000.00 for Preconstruction Fee, $115,000.00 for Construction Management Fee, and
$860,000.00 for Lump Sum General Conditions and Others. In no event shall the Contractor be entitled to
receive more than the NTE amount under this Letter Cont ract unless authorized in advance and in writing by a
duly authorized Contracting Officer. This NTE amount includes all costs incurred by the Contractor in
connection with the work authorized hereby.

5. Key Personnel. To carry out its duties, the Contra ctor shall provide at least the key personnel identified
in Exhibit F (“Key Personnel”), who shall carry out the functions identified in Exhibit F. Key personnel shall
include, at a minimum, the following individuals: (i) the P roject Executive; (ii) the Field Superintendent; (iii)
the Project Manager who will supervise the Project; (iv) the Project Manager who will supervise the
Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control
and interact with the Department’s quality control representative (Safety/Quality Assurance/Quality Control
Manager). The Contractor will not be permitted to reassign any of the Key Personnel unless the Department
approves the proposed reassignment and the proposed replacement.

If the Contractor removes or reassigns one of the Key Personnel (excluding, howeve r, instances where such
personnel become unavailable due to death, disability, or separation from the employment of the Contractor or
any affiliate of the Contractor) without the prior written consent of the Department's Contracting Officer, the
Contractor shall pay to the Department the sum of $25,000 for each replacement as a replacement fee and not as
a penalty, to reimburse the Department for its administrative costs arising from the Contractor 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 administra tive costs. In addition, the Department shall have the
right, to be exercised in its sole discretion, to remove, replace, or to reduce the scope of services of the Contractor
in the event that a member of the key personnel has b een removed or replaced by the Contractor without the
consent of the Department. In the event the Department ex ercises the right to remove, replace or to reduce the
scope of services of the Contractor, the Department shall have the right to enforce the terms of the Agreement
and to keep-in-place those members of the Contractor 's team not removed or re placed and the remaining
members shall complete the services required under the Agreement in conjunction with the new members of the
Contractor's team approved by the Department.

6. Insurance. At all times while working under this Letter Contract, the Contractor shall maintain insurance
as described in the RFP including a Certificate of Insurance (Exhibit G). All such policies shall be endorsed to
add the District of Columbia, including, but not limited to, its Department of General Services, and the respective
agents, employees, and offices of each as additional insureds. The Contractor must maintain insurance for all of
their subcontractors as described in the RFP.

7. Duration. Once signed by the Contractor, the Letter Contra ct will become effective on the date the Letter
Contract is executed by the Department. This Letter Contra ct, on the earlier to occur of the following: (i) the
date the Definitized Contract becomes effective; or (ii) 4/16/2026. DGS reserves the right to terminate this Letter
Contract, in whole or specified part, for convenience in the manner described in Article 5 of the District of
Columbia Department of General Services Standard Contract Provisions General Provisions for Construction
Contracts Exhibit B.

8. Billing. All invoices shall be submitted directly to the Department at the address specified in the RFP.
Purchase Order numbers should be included in all future invoices and accounting records. Properly prepared
invoices with the necessary backup shall be paid within thirty (30) days of receipt. Invoices not paid by that date
shall bear interest in accordance with the Quick Payment Act.


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9. Use of DGS’ ProjectTeam. The Contra ctor shall utilize the Department’s ProjectTeam system to submit
any and all documentation required to be provided by th e Contractor for the Project, including or other web-
based document management system to submit any and all documentation required to be provided by the
Contractor, including, but not limited to: (i) requests for information; (ii) submittals; (iii) meeting minutes; (iv)
invoices/applications for payment (full package including all forms required by the Department); (v) certified
payrolls (in addition to upload via LCP Tracker); (vi) drawings and specifications; (vii) punch list; and (viii)
other documents as may be designated by the Department.
Electronic storage and transmission of information via ProjectTeam system shall be compliant with the DGS
document security requirements.

10. Invoice Submittal. The Contractor shall create and submit payment requests in an electronic format
through the DC Vendor Portal, https://vendorportal.dc.gov. The Contractor shall submit proper invoices on a
monthly basis. To constitute the required documentation for the invoice per Article 8 of the Standard Contract
Provisions, the Contractor shall enter all required informat ion into the Portal after selecting the applicable
purchase order number which is listed on the Contractor’s profile.

11. Purchase Order Number. This Letter Contract will become effective on the date the Letter Contract is
executed by the Department. The Department’s Contracts & Procurement Division will issue a purchase order
number and will be sent in a separate cover. That number should be included in all future invoices and accounting
records. In the event that you do not obtain a purcha se order number please contact Makia Efimba at
makia.efimba@dc.gov directly to obtain this number.

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

13. Trade Work/Site Control. Unless otherwise directed by the Department, the Contractor shall not perform
any trade work or take control of the site. Any authorization to proceed with trade work will include appropriate
provisions relating to compliance documents (first s ource employment agreement, Department of Small and
Local Business Development (“DSLBD”), bonds, insuranc e, and safety procedures. At a minimum, however,
the Department’s Standard Contract Provisions for Construction shall apply and in addition to the requirements
set forth in any such subsequent authorization, prior to commencing any construction activity, the Contractor
shall provide the Department’s Contracting Officer with certificates evidencing insurance, a payment and
performance bond having a penal value equal to the th en value of the Letter Contract and the Contractor’s
agreement of indemnity. In the event the Contractor fails to provide the Department with such certificates of
insurance, the agreement for indemnity or bond, the Depa rtment may withhold any subsequent payment until
such documents are provided.

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

15. Davis Bacon Act Wage Determination and 29 CFR 5.5 Davis Bacon Provision. The Contractor agrees
that the work performed under this Letter Contract shall be subject to the Davis Bacon Wage Determination Act
(40 U.S.C. §§ 3142-3148) and Title 29 Code of Federal Regulations (“CFR”) part 5.5 Davis Bacon Provision
(Exhibit C) in effect at the time of Letter Contract execution by the Department.

16. Living Wage Act. The Contractor agrees that th e work performed under this Letter Contract shall be
subject to the Living Wage Act in eff ect at the time of Letter Contract execution by the Department. As such,


Page 4 of 5
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the Contractor and its subcontractors shall comply with the wage reporting requirements imposed by the act as
set forth in (Exhibit D).

17. Campaign Finance Reform Act. The Contractor agrees to comply with the Campaign Finance Reform
Act certification required pursuant to D.C. Official Code § 1-1161.01 and will satisfy all self-certification
requirements, as applicable (Exhibit E).

18. Performance And Payment Bonds. The Contractor agrees to post a payment and performance bond with a
penal value equal to the Definitized Contract amount at the time the Definitized Contract is executed. The CMAR
will be required to post an updated payment and performance bond to reflect the GMP Amendment amount
Exhibit H.

19. Buy American Act.

The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C. §§ 8301–8305), including,
but not limited to, the purchase of steel. To the extent th at the language in this section contradicts the language
under Article 24 of The Department Standard Contract Provisions for Construction Contracts ( Exhibit B)
regarding compliance with the Buy American Act, the language in this section should supersede.

19.1 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 ma nufactured in the United States, if the cost of its
components mined, produced, or manufacture d in the United States, exceeds 65 percent of the cost of all its
components. For an end product that consists wholly or predominantly of iron or steel or a combination of both,
the cost of foreign iron and steel must constitute less than 5 percent of the cost of all the components used in the
end product.

Components of foreign origin of the same class or kind as the products shall be treated as domestic. Scrap
generated, collected, and prepared for processing in the United States is considered domestic.

“End Products”, as used in this Section, means those articles, materials, and supplies to be acquired for
public use under this Contract.

The Contractor shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured in the United
States in sufficient and reasonably available commercial quantities of a satisfactory
quality;
3. For which the District determines that domestic preference would be inconsistent
with the public interest; or
4. For which the District determines the cost to be unreasonable.

19.2 Domestic Construction Material. “Construction ma terial” means any arti cle, material, or supply
brought to the construction site for incorporation in the building or work. An unmanufactured construction
material is a “domestic constructi on material” if it has been mine d or produced in the United States. A
1/22/26
Contracting Officer
Kianna Shepherd

x
X
3. Release. It is mutually agreed that in exchange for this Modification and other considerations, the Contractor hereby releases, waives,
settles, and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work,
additional time, additional cost, contract extensions, compensations or liability under any theory, whether known or unknown, that the
Contractor may have now or in the future against the Department arising from or out, as a consequence or result of, relating to or in any
manner connected with the Modification, the above-referenced Project, and the Contract Work.
16C. Date Signed
16A. Name of Contracting Officer
2. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
15C. Date Signed 16B. District of Columbia
15A. Name and Title of Signer (Type or print)
15B. GCS Inc. DBA GCS-SIGAL
Gabe Oliver, Partner and SVP Kianna Shepherd
(Signature of person authorized to sign) (Signature of Contracting Officer)
1. Duration: The term of the letter contract is hereby extended from April 16, 2026 to May 16, 2026.
E. IMPORTANT:
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where
feasible.)
1is required to sign this document and returnContractor is not,
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
copy to the issuing office.
A. This change order is issued pursuant to: (Specify Authority)
date, etc.) set forth in item 14.
X
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
following methods: (a) By completing Items 8 and 15, and returning
1140 Third Street NE, Suite #320
1
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
Washington DC 20002
9B. Dated (See Item 11)
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
DCAM-25-CS-RFP-0017
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.
10B. Dated (See Item 13)
Gabe Oliver
3924 Minnesota Avenue NE, 5th Floor 3924 Minnesota Avenue NE, 5th Floor
GCS Inc. DBA GCS-SIGAL
P OC: Makia Efimba, makia.efimba@dc.gov
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
Department of General Services Department of General Services
Washington, DC 20019 Washington, DC 20019
Contracting and Procurement Division Capital Construction Services Division
3. Effective Date 4. Requisition/Purchase Request No.
6. Issued By:
5. Caption
Modification No. 1 See Block 16C Services for the HVAC and Building Upgrade
Project at the John Wilson Building
7. Administered By (If other than line 6)
2. Modification Number
1. Contract Number
MODIFICATION OF CONTRACT
Page of Pages
DCAM-25-CS-RFP-0017 1 1
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
X
C. This supplemental agreement is entered into pursuant to authority of:
D. Other (Specify type of modification and authority) 27 DCMR Section 4728 and Contract DCAM-25-CS-RFP-0017
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
is not extended.
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
10A. Modification of Contract/Order No.
goliver@gcs-sigal.com
January 22, 2026
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
4/2/26

(Continuation)Contract NumberDCAM-25-CS-RFP-00172 of 24. Contract Recap:Contract990,000.00$ Modification No. 1-$ 990,000.00$ April 16, 2026 to May 16, 2026Modification No.Modification No. 1Contract executed on January 22, 2026Letter Contract Extension Contract Amount

Page 1 of 97

AGREEMENT

FOR

CONSTRUCTION MANAGEMENT AT-RISK SERVICES FOR
METROPOLITAN POLICE DEPARTMENT 7TH DISTRICT NEW HEADQUARTERS
AND PARKING FACILITY
BY AND BETWEEN

THE DEPARTMENT OF GENERAL SERVICES
AND
GCS, Inc., dba GCS-SIGAL
CONTRACT NUMBER: DCAM-25-CS-RFP-0017


Page 2 of 97

PROJECT INFORMATION
A. PROJECT SUMMARY

1. Project Name: Construction Management At-Risk Services
for Metropolitan Police Department 7th
District Headquarters and Parking Facility
2. Project Address: 2455 Alabama Avenue SE,
Washington, DC 20020
3. Agreement Type: Cost plus a Fixed Fee with GMP
4. Client Agency: District Metropolitan Police Department
(“MPD” or “Client Agency”)
5. Contractor: GCS, Inc., dba GCS-SIGAL
6. Agreement Amounts: 
i. Initial NTE: $4,846,153.00
ii. Project Budget: $55,800,000.00
7. Contractor
Compensation:

i. Construction Management
Fee:
$697,500.00
ii. Base Construction
Management Fee (75% of the
Construction Management
Fee):
$523,125.00
iii. Preconstruction Fee: $15,000.00
iv. At Risk Portion of the
Construction Management
Fee (25% of the Construction
Management Fee):
$174,375.00
v. Lump Sum General
Conditions Cost:
$2,828,653.00

Page 3 of 97

vi. Contingency: 5% in the GMP
vii. Allowances: Owner Controlled Allowance:
$1,305,000.00
8. Disincentive Fee
for Failure to
Timely Submit
Deliverables:
$1,000 per day
9. Liquidated
Damages for Delay
in Substantial
Completion:
$1,000 per calendar day
10. GMP Proposal Submission TBD
11. GMP Executed By: TBD
12. Substantial Completion Date: New Headquarters
Substantial Completion Date: Parking Facility
April 05, 2028
October 11, 2029
13. Final Completion Date: October 18, 2029
14. Administrative Term Expiration
Date:
December 18, 2029
15. Key personnel removal or
replacement disincentive
fee:
$25,000 per person
16. Notice to Proceed: 
i. Period of Performance From January 22, 2026 (date of execution
of Letter Contract) through May 16,
2026.
ii. NTE Amount: $990,000.00
17. GMP Basis Permit Set


Page 4 of 97

CONSTRUCTION MANAGEMENT AT-RISK SERVICES
FOR THE METROPOLITAN POLICE DEPARTMENT 7TH DISTRICT
HEADQUARTERS AND PARKING FACILITY
DCAM-25-CS-RFP-0017

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

RECITALS

WHEREAS, the Department issued a request for proposals dated June 24, 2025 (the
“RFP”) to engage a contractor to provide Construction Management At-Risk (“CMAR”)
services for the Metropolitan Police Department 7th District Headquarters and Parking Facility,
located at 2455 Alabama Avenue SE, Washington, DC 20020 (the “Project”);

WHEREAS, the Department desires that the new headquarters be substantially
complete no later than April 5, 2028 (the “S ubstantial Completion Date for the New
Headquarters”), and the parking facility be subs tantially complete no later than October 11,
2029 (the “Substantial Completion Date for the Parking Facility”);

WHEREAS, the Contractor submitted a proposal entitled Construction Management
At-Risk Services for the Metropolitan Police Department 7th District Headquarters and Parking
Facility dated August 22, 2025 to provide cons truction management at-risk services for the
Project;

WHEREAS, on January 22, 2026, the department a nd the Contractor entered into a
Letter Contract;

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

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

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

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

Page 5 of 97

WHEREAS, the Department has engaged Shinberg Levinas (the “Architect/Engineer”
or “A/E”) pursuant to a separate contract (the “Design Contract”) to provide design, planning,
architectural, and engineering services, design feedback, and other preconstruction services
prior to permitting. The Department expects that as the permit documents are completed by the
A/E, the Contractor will obtain quotes from the trade subcontractors and provide a Guaranteed
Maximum Price (“GMP”); and

WHEREAS, the Department will remain in contract with the A/E and will manage the
Design Contract for the duration of the Project. The Contractor will, however, be required to
coordinate with the A/E.

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


Page 6 of 97


Page 7 of 97
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, with in this time the Contractor shall execute
and submit a Final Release of Liens and Claims in a form and format required by a Contracting
Officer (“CO” or “Contracting Officer), inclusive of providing the Department with a complete
set of any product manuals (“O&M” ) and training videos, if applicable. The Administrative
Term is established for the sole purpose of permit ting the Department’s Office of the Chief
Financial Officer to process payments in the event any payments become due. Notwithstanding
the foregoing, nothing herein shall be construed to: (i) extend the Substantial Completion Date;
(ii) extend the Final Completion Date; or, (iii) limit the Department’s ability to assess liquidated
damages thereon.

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

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

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

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

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

Section 1.7 Contract Documents.
“Contract Documents” or “Contract” as used herein means Addenda, Contract Form,
Standard Contract Provisions, Instructions to Bidders, General Provisions, Labor Provisions,
Performance and Payment Bonds, Specification s, Special Provisions, Contract Drawings,

Page 8 of 97
approved written Change Orders , and Agreements required to acceptably complete the
Contract, including authorized extensions thereof.

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

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

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

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

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

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

Section 1.14 Environmental and Hazardous Material Requirements.
The Contractor shall be required to comply with all applicable Federal and District
environmental laws and regulations for the project, including but not limited to, the District of
Columbia Environmental Policy Act (e.g., D.C. Code § 8-109.01 - 8-109.12; and the District of
Columbia Municipal Regulations Chapter 20-72). Additionally, the Contractor shall lawfully
handle, remediate, and abate as necessary and appropriate, any toxic subs tance or hazardous
chemicals defined or regulated pursuant to federal, state or local laws, including in regard to
pollution, treatment, storage or disposal of waste, or protection of human health or the
environment. Such laws include, wit hout limitation, the Comprehensive Environmental

Page 9 of 97
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 mater ial. The term Hazardous Materials shall also
include petroleum and petroleum byproducts.

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

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

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

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

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

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

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

Page 10 of 97
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 e quipment. “Subcontractors” shall also include
design professionals who are not the Contractor’s employees and to whom the Contractor
delegates any part of its responsibilities under the Agreement, except those references to “trade
Subcontractors” shall exclude design professionals.

Section 1.22 Substantial Completion.
Substantial Completion shall mean that al l of the following have occurred: (1) the
preconstruction, construction, and installation wo rk have been completed with only minor
punchlist items remaining to be completed; (2) a permanent certificate of occupancy and all
other required permits or -approv als have been obtained; (3) all operating and maintenance
materials, manuals, training recordings videos and draft warranties required by the Task Order
have been delivered to the Department; (4) any supplemental training session required by the
Task Order for operating or maintenance personne l have been completed; (5) all clean-up
required by the Task Order has been completed; ( 6) the Project is ready for the Department to
use it for its in-tended purpose; and (7) all eq uipment, 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 from the Substantial Completion Date without interfering with the Department's
normal use of the Project.

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

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

Page 11 of 97
Article 2 - GENERAL PROVISIONS

Section 2.1 Letter Contract.
The Parties acknowledge that certain of the preconstruction activities described in Article
3 of this Agreement were performed pursuant to the Letter Contract between the Parties dated
January 22, 2026. Pursuant to the terms of the Letter Contract, upon execution of this
Agreement by the Department (the "Agreement Ef fective 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 effect ive date, shall be governed by the terms and
conditions of this Agreement.

Section 2.2 Term and Termination
The period of performance under this Agr eement shall commence from the date of
execution of the notice to proceed (“Notice to Proceed” or “NTP”) by the Department and shall
terminate upon the expiration of the Administrative Term or upon termination by the
Department pursuant to Articles 5 and 6 of the Standard Contract Provisions for Construction
Contracts.

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

Section 2.4 Confidentiality of Information
The Contractor shall assure and keep all information and data obtained throughout the
performance of the Project whether related to the Agreement, the Work in all of its aspects, the
Department and the Department’s employees confidential, during and following the term of the
Agreement, and shall not use the information in connection with any other matters; nor shall it
disclose any such information to any other person, firm or corporation, unless disclosure is
required pursuant to court order, subpoena, or other regulatory authority. The Contractor shall
not be divulged of confidential information wit hout the individual’s and the Department’s
written consent and only in accordance with th e District’s and/or Fe deral laws, codes and
regulations. The Contractor and any subcontractors who utilize, access, or store personally
identifiable information as part of the performance of this Agreement are required to safeguard

Page 12 of 97
this information and immediately notify the Depar tment of any breach or suspected breach in
the security of such information. The Contractor and all subcontractors shall allow the
Department to both participate in the investig ation of incidents and exercise control over
decisions regarding external reporting. The C ontractor, subcontractors, and their respective
employees working on this Project may be required to sign a confidentiality statement.

Section 2.5 Project Description.

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

The Contractor will be required to provide a fu ll range of services required to construct a new
facility to meet the Department’s programmatic requirements and demolish the existing facility.
All Project documents prepared to date by the A/E are included as Exhibit A. Any synthetic
surfaces installed for the outdoor amenities must be accompanied by a certificate of compliance
with regulatory standards for all existing public synthetic surfaces, as required by D.C. Code §
10-171.03.

The existing MPD 7th District facility is lo cated at 2455 Alabama Avenue SE, Washington,
DC 20020. The 7 th District covers much of the Sout heast quadrant of the city, including the
neighborhoods of Anacostia, Barry Farm, Naylor Gardens and Washington Highlands. The
district is home to such notable landmarks as Fort Stanton Park, the Frederick Douglas Home,
and Boling Air Force Base. Over the course of the last decade, MPD has added the largest
number of employees to the 7th District to address the calls for service and community policing
efforts. The current facility has been remodeled several times over the course of the last decade
to address the additional staffing and unit c onfigurations that are deployed out of the 7th
District. Beyond the size constraints, the bui lding mechanical, electrical, and plumbing
(“MEP”) systems are beyond the end of the li fe cycle’s usefulness and the roofing
system/exterior envelope needs to be replaced. The project is for MPD to prioritize the design
and construction of a new facility above the existing parking lot, north of the existing facility.

Generally, the Contractor’s responsibilities shall include, but will not be limited to, the
following:
a) To confirm the construction of the Proj ect in accordance with the Contract
Documents (“Contract Documents”).
b) To provide all construction management services necessary to implement the goals
of the Project inclusive of, but not limi ted to, the following: construction
management services inclusive of budgeti ng, cost estimating, value engineering
(“Value Engineering”), constructability reviews, scheduling, project administration,
management and coordination of subcontractors.
c) To conduct subsurface investigation work 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.

Page 13 of 97
e) To furnish and provide furniture, fixtures, and equipoment (“FF&E”). FF&E
procurement schedule to be developed by the Contractor subject to MPD, the
Department’s specification, agreement and acceptance.
f) To provide one (1) year of preventativ e and corrective maintenance services
following substantial completion and using as a basis the recommended
maintenance schedule developed to meet project closeout requirements.
g) To the extent it is applicable, the Contractor shall comply with the Public Facilities
Environmental Safety Amendment Act of 2020 and D.C. Code § 10-171.03.
h) If applicable, the Contractor shall obtain Chapter 2 and Chapter 3 air quality permits,
as required by the Department of Energy and Environment (“DOEE”) prior to the
installation of a boiler, stationary generator, or any other source of emissions subject
to those rules.

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

Section 2.6 Contracting Officer (“CO”), Program Manager and Contracting Officer’s
Technical Representative (“COTR”)

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

Kianna Shepherd
Contracting Officer
Department of General Services
3924 Minnesota Ave, NE, 5th Floor
Washington, DC 20019
Office: 202-360-7207
Email: Kianna.Shepherd@dc.gov

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

The Contractor hereby acknowledges and agrees that only a duly authorized and
designated Contracting Officer shall have the authority to issue Change Orders or Change

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Directives on the Department’s behalf. As of the date that this Agreement is signed, the
Department’s duly authorizing Contracting Officers are set forth in Exhibit H.

The Contracting Officer’s Technical Representative (“COTR”) is as follows:

Agyei Hargrove
Executive Program Manager
Department of General Services
3924 Minnesota Avenue, NE | 5th Floor
Washington, DC 20019
Email: Agyei.hargrove@dc.gov

The Project Manager is as follows:

Agyei Hargrove c/o Jamil Hamilton
Project Manager
Department of General Services
3924 Minnesota Avenue, NE | 5th Floor
Washington, DC 20019
Email: Jamil.hamilton@dc.gov

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

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

2.8.1. If any disclosure, representation, warranty, or certification the Contractor
has made or makes pursuant to the RFP or the Agreement, including, without
limitation, representations concerning the C ontractor’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.


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2.8.2. The terms and conditions of this Section 2.8 shall apply during both
the Preconstruction and Construction Phases.

Section 2.9 Responsibility for Agents and Contractors.
At all times and during both the Preconstruction and Construction Phases, the Contractor
shall be responsible to the Department for any and all acts and omissions of the Contractor’s
agents, employees, subcontractors, sub-subcontractors, material suppliers, laborers, and the
agents and employees of the subcontractors, sub-subcontractors, material suppliers, and laborers
performing or supplying Work in connection with the Project.


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Article 3 - CONTRACTOR’S PRECONSTRUCTION SERVICES

Section 3.1 Preconstruction Services.
The Preconstruction Phase will start from the issuance of the NTP through the execution
of the GMP amendment (“GMP Amendment”) (Exhibit K). The Department will issue an NTP
for preconstruction services. During the Preconst ruction Phase, the Contractor shall provide
such preconstruction services to properly advance the Project. Without li miting the generality
of the foregoing, the Contractor shall:
(i) Schedule and attend regular meetings with the Department Representatives and
the A/E as needed to conduct value engi neering, constructability reviews and
provide scheduling and cost analysis to assist the A/E in furthering the drawings,
assist the A/E to ensure that the design evolves in a manner consistent with the
programmatic requirements while not exceeding the overall hard cost, assist with
code compliance and permitting issues , attend a kick-off meeting and maintain
meeting minutes, perform site visits and attend/facilitate meetings with District
staff as necessary;
(ii) Meet and coordinate with regulatory, rev iewing, and stakeholder agencies as
necessary;
(iii) Meet and coordinate with all applicab le utility companies and agencies as
required;
(iv) Attend and participate in community meeting(s) to update community regarding
the Project; and
(v) Act as scribe and distribute minutes as necessary for all coordination meetings.

The following deliverables will be required from the Contractor as part of the preconstruction
phase:
1) Project Schedule and Cost estimate for all A/E deliverables, including but not limited
to Design Development Documents, as requested.
2) List of Long Lead Items that could advers ely impact the Project’s schedule and
recommendations for purchase.
3) List of subcontractors from which the C ontractor has solicited bids and bidding
procedure.
4) Trade bid tabulations, including all subcontractor Proposals to include cost estimates
for all Operating items in the GMP per DGS capital paygo guidelines.
5) Statement of constructability within ten (10) days of the conclusion of the
Preconstruction Phase, executed by the Contractor.
6) Insurance Certificates.
7) Contractor’s Performance and Payment Bonds.
8) GMP Proposal.

Throughout the Preconstruction Phase, the Cont ractor shall schedule and attend regular
meetings with the Department, the Program Manager, and the A/E.

Section 3.1.1 Additional Preconstruction Services. In addition to those items
enumerated above, the Contractor shall provide such preconstruction services as are necessary

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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
(including 3D reality capture scanning), bu ilding stabilization, c onservator studies,
archeological studies, recommended testing, additional geotechnical testing and monitoring of
historic assets. The Contractor shall prepare and submit to the Department a full cost estimate
of the current design no later than fifteen (15) days from execution of the Preconstruction NTP.

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

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

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

Section 3.2.2 Construction Management Plan. The Contractor shall submit a draft
of its construction management plan (“Construction Management Plan”) within thirty (30) days
after the Preconstruction NTP is issued to include, but is not limited to, noise control, hours for
construction and deliveries, truck routes, trash and debris removal plan, traffic and parking
control, communications procedures, emergency procedures, quality control procedures, dust
control, public street cleaning and repair, plan ned 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.


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

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

Section 3.3 Constructability Reviews

3.3.1. It is contemplated that the Contractor will meet with representatives of
the Department and the A/E as well as ot her stakeholders to better develop the
Department’s requirements for the Projec t following contract award. During the
Preconstruction Phase, the Contractor will be required to provide constructability reviews
of the design documents for the Project.

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

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


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3.3.2.4 Early Release/Abatement, Razing, & Demolition
3.3.2.4.1 Abatement, Razing, & Selective Demolition / Exploratory . The
Department may release the Contractor to commence hazardous material abatement, razing,
and selective site demolition, or other early activities, as applicable. It is envisioned that this
work will be released in advance of the Construction NTP.
3.3.2.4.2 Long Lead Materials. The Department will release funding for long-lead
items once the Permit Set/Construction Documen ts have been approved. If the Contractor
believes an earlier release is required in order to meet the Project Schedule, it shall advise
the Department and 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 3.2.2.5 Permits.
The Contractor will be responsible for pr eparing and submitting all permits and
applications for other approvals that are necessa ry for the construction of the Project. No
later than ten (10) days after the notice to proceed for Preconstruction Services, the
Contractor shall prepare and submit a matrix that identifies all permits and land use
approvals that are required for the Project to proceed. The matrix should include zoning and
other land use entitlements, building permits, as well as trade pe rmits and lane closure
permits. The matrix shall identify the specific permit, the date by which such is needed to
maintain the Project’s Schedule, and a status column. The matrix shall be updated monthly.

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


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Article 4 - FORMATION OF GMP PROPOSAL

Section 4.1 General.
During the Preconstruction Phase, the Department shall cause the A/E in coordination
with the Contractor to prepare a set of drawings and specifications upon which the Contractor’s
GMP for construction of the Project will be based (the “GMP Basis Documents”) as set forth
in the Project Information Section of this Agreement. As part of the GMP proposal process,
the CMAR will provide a separate proposal for the move scope. This will be evaluated based
on technical aspects, experience and cost. The co st for the move scope will be part of the
all-inclusive Project Budget and included as a line item in the GMP. Based upon the GMP
Basis Documents, the Contractor shall propose a GMP (referred to as the “GMP Proposal”)
no later than the date set forth in the Project Information Section of this Agreement, and
which shall be submitted in accordance with this Section 4.1. The Contractor acknowledges
and understands that the GMP Basis Documents will be incomplete at the time it submits its
GMP Proposal. Although complete construction documents will not be available and many
details will not be shown on GMP Basis Documents or will otherwise need to be adjusted, the
GMP proposed in the Contractor’s GMP Proposal shall be intended to represent the
Contractor’s offer for the Final Completion of the Project. If the Contractor’s GMP Proposal
is acceptable to the Department, it shall be memorialized in form of an amendment to this
Agreement.

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

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


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

Section 4.4 Trade Bids.

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

4.4.2. Bidding. Following the Department’s approval of the GMP Basis
Documents, the Contractor shall manage th e trade bidding process in accordance with
the approved bidding procedures and shall use commercially reasonable best efforts to
solicit at least three (3) qualified and bona fide bids for each trade package that has an
expected value in excess of One Hundred Thousand Dollars ($100,000). Trade packages
shall not be parceled, split, or divided to avoid the $100,000 threshold. In addition
to the information normally required in such bids, the Contractor shall also require
subcontractors to provide an estimate of th e percentage of labor hours performed in
completing the subcontracted work which will be performed by District residents.
The Contractor shall carefully document its procedures for making available bid
packages to potential bidders, the contents of each bid package, discussions with bidders
at any pre-bid meetings, bidders’ compliance with bid requirements, all bids received,
the Contractor’s evaluations of all bids, and the basis for the Contractor’s
recommendation as to which bidders should be chosen. The Department shall be

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afforded access to all such records at all reasonable times so that, among other things,
requirements set forth in the Agreement, including, without limitation, affirmative
action requirements and subcontracting requirements.

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

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

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

4.5.1. GMP Basis Documents which shall include a list of the Drawings and
Specifications, including all addenda theret o, and general, supplementary and other
conditions which were used in the preparation of the GMP Proposal and on which the GMP
is based.
4.5.2. A list of unit prices and allowance, as applicable, items and a statement of
their basis; provided, however, that only such allowances as are agreed to by the Department
shall be included.

4.5.3. A list of the clarifications and a ssumptions made by the Contractor in
the preparation of the GMP Proposal to s upplement the information contained in the
Drawings and Specifications, noting in partic ular any exclusions. The assumptions and
clarifications shall take precedence ove r the Drawings and Specifications. The Contractor
shall prepare a separate memorandum that highl ights any differences between the then
approved drawings and the modifications made in the assumptions and clarifications. Such

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memorandum shall specifically address any changes in the Project's aesthetics, functionality
or performance.

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

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

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

4.5.7. Contractor’s Designated Representative.

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

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

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

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


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

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

Section 4.12 Unsafe Materials and Hazardous Materials

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

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

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


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

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

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

5.1.2 Construction Phase. In order to fully manage the Project, the Contractor
shall be required to undertake, at minimum, the following tasks:

1. Participate and assist in Project/Planning meetings, during all phases and provide a
project manager for the entire duration of the Project.
2. Provide and maintain a fully equipped off ice on-site to perform all required
Contractor duties.
3. Participate and assist in A/E led co mmunity meetings as support throughout the
design phases of the Project.
4. Maintain full-time, on-site construction supervision and provide daily inspections,
quality control, monitoring, coordination of various trades, record drawings, and
daily work log.
5. Conduct weekly progress meetings with the project manager and all trades, following
a contractor-generated agenda and meeting minutes.
6. Provide general safety and signage and posting for the P roject and ensure that each
subcontractor prepares and submits ad equate safety program and monitoring
throughout the Project.

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7. Provide a written monthly report that includes: (i) an updated schedule analysis; (ii)
an updated cost report; (iii) a monthly review of cash flow; and (iv) a narrative of the
work performed.
8. Manage the change order process with the tr ade subcontractors to verify validity,
purpose, and cost.
9. Prepare payment requests, verify accuracy and forward for approval and payment.
10. Assemble close-out documents required, including an O&M Manual.
11. Provide assistance to MPD and DGS through any applicable warranty periods.
12. Take control of the site and install the necessary construction fences and other devices
to properly secure the site. It is anticipated that this will occur when the Construction
Phase begins. The Contractor’s storage/laydown area will be limited to the limits of
disturbance shown on the approved construction plans. Additionally, the Contractor
is responsible for safety of equipment on site and must follow guidelines spelled out
in Section 2.5.2. of the RFP.
13. Abate hazardous materials, if required, in accordance with the Environmental
Protection Agency (“EPA”) and all jurisdictional agencies.
14. Demolition, including razing existing park features, complete excavation and site
grading necessary to complete the Project.
15. Salvage and store all items as identified by the Department.
16. Pay all permits and fees associated with th e Project, other than the building permit
fees.
17. Provide all required insurance, performance and payment bonds before issuing the
NTP.
18. Remove the balance of construction debris off site in accordance with all applicable
rules and regulations of those jurisdictions having authority.

Section 5.2 Reserved

Section 5.3 Subcontracting and Administration.

5.3.1. It is contemplated that all or substant ially all of the construction of
the Project will be carried out by trade Subcontractors and that those trade subcontracts
will be awarded through the competitive bid process contemplated in Section 4.4 . The
Contractor shall enter into a written agreement with each subcontractor. The trade
subcontractors will be under written contract with the Contractor. All subcontracts and
agreements for the supply of equipment or materials awarded for the Project shall be
fixed-price contracts unless otherw ise 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 awarde d on such other basis subject to the
Department’s consent as to the bidding procedures and economic structure with regard to
those packages. The Contractor and its affiliates may not carry out trade work with its
own forces without the Department's written permission, which permission may be
withheld or conditioned by the Department in its sole and absolute judgment.


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

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

5.3.4. The Contractor shall carefully document its procedures for making
available bid packages to potential bidders, the contents of each bid package, discussions
with bidders at any pre-bid meetings, bidders’ compliance with bid requirements, all
bids received, the Contractor’s evaluations of all bids, and the basis for the Contractor’s
recommendation as to which bidders should be chosen. The Department shall be afforded
access to all such records at all reasonable times so that, among other things, it may
independently confirm the Contractor’s adhe rence 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 ma y require the Contractor to obtain new or
revised bids or proposals.

5.3.6. The Department may, in its sole discre tion, direct the Contractor t o accept
a bid from a qualified bidder othe r than the bidder to whom the Contractor recommends
award of a subcontract or supply agreement. If the Department chooses this option, it shall
issue a Change Order to the Contractor for any difference between the cost of the
subcontract or supply agreement awarded and th e bid price of the Subcontractor or supplier
recommended by the Contractor, but withou t any adjustment to the Construction
Management Fee.

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

5.3.8. The Contractor shall manage the Change Order process with all
Subcontractors to verify validity, purpose, and cost.

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


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5.3.9.1 that, to the extent of the work or supply within the agreement’s scope, the
Subcontractor or supplier is bound to the Contract or for the performance of all obligations
which the Contractor owes the Department under the Agreement;

5.3.9.2 that the subcontractor or supplier is not in privity with the Department and
shall not seek compensation directly from th e 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;

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

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

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

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

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

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

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

5.3.9.10 that the subcontractor or supplier shall not be entitled to payment for
defective or non-conforming work, material s or equipment, and shall be obligated
promptly to repair or replace non-conformin g work, materials or equipment at its own
cost;
5.3.9.11 a provision requiring that Subcontractors and suppliers promptly pay
subcontractors and suppliers at lower ti ers, imposing upon the Subcontractors and

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suppliers a duty to pay interest on late pay ments, and barring reimbursement for interest
paid to lower tier subcontractors or suppl iers due to a subcontractor’s or supplier’s
failure to pay them in timely fashion;

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

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

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

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

5.3.11. The Contractor shall not enter into a ny 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.

5.3.12. . The Contractor shall not substitute or replace any Subcontractor or supplier
approved by the Department without the Department's Contracting Officer and DSLBD prior
written consent.

5.3.13. The Department has the right to contact subcontractors or suppliers at all
tiers, or material or equipment suppliers directly to confirm amounts due and owing to them
or amounts paid to them for Work on the Project, and to ascertain from the Subcontractors or
suppliers at all tiers their projections of the cost to complete their work or to supply their
material or equipment, or the existence of any claims or disputes. In doing so the Department

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shall not issue any directions to subcontractors or suppliers at any tier.

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

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

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

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

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

Section 5.4 Weekly Progress Meetings & Schedule Updates.
The Contractor shall schedule and conduct, at a minimum, weekly progress meetings
following a Contractor generated agenda at which the Department, the A/E, the Program
Manager, the Contractor, and appropriate Subcont ractors can discuss the status of the Work.
The Contractor shall prepare and promptly distribute meeting minutes. In addition, the
Contractor shall submit bi-weekly Schedule updates which shall reflect actual conditions of
Project progress as of the date of the update. The update shall reflect the actual progress of
construction, identify any developing delays, regardless of their cause, and reflect the
Contractor’s best projection of the actual date by which Substantial Completion and Final
Completion of the Project will be achieved. Via a narrative statement (not merely a critical path
method schedule), the Contractor shall identify the causes of any potential delay and state what,
in the Contractor's judgment, must be done to avoid or reduce that delay. The Contractor shall
point out, in its narrative, changes that have occurred since the last update, including those
related to major changes in the scope of work, activities modified since the last update, revised
projections of durations, progress and completi on, revisions to the schedule logic or
assumptions, and other relevant changes. Any si gnificant 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 request s during the Project for changes to the
format or for further explanation of information provided. Submission of updates showing that
Substantial Completion or Final Completion of the Project will be achieved later than the
applicable scheduled completion date shall not cons titute 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

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later than the dates agreed upon in the Project Schedule shall not be regarded as the
Department’s agreement that the Contractor may have an extension of time, or as a waiver of
any of the Department’s rights, but merely as the Contractor’s representation that, as a matter
of fact, Substantial Completion or Final Completion of the Project may not be completed by the
agreed upon date in the Project Schedule. Change s to the scheduled completion dates may be
made only in the circumstances and only by the methods set forth in this Agreement.

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

5.5.1. Construction Progress Update. Each monthly update shall contain
a narrative description of the Project progr ess and a critical path method schedule in
Primavera format, including any plans to corr ect 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, approv ed, pending, and projected Change Order amounts,
the cost incurred to date, the projected cost to complete the Work of the line item, and
any variance between the actually approved budgeted balance of the line item and the
projected cost to complete. A clear distinction must be made between approved
Change Orders and those merely requested or anticipated. The report shall explain
all variances including “buy-outs” or final actual costs including those below their
respective Guaranteed Maximum Price line item. In addition, the report must disclose
any instances in which the Contractor ha s transferred amounts from one line item to
another, or from the Contingency to any othe r line item. Neither submission of, nor the
Department's failure to reject an update reflecting that the projected cost to complete
the Project exceeding the GMP will operate to increase the GMP or waive the
Department's right to enforce the GMP. If the report reflects budget overruns, it must
also include a recovery plan.

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

5.5.4. Cash Flow Update. If there have been any changes to the anticipated
cash flow for the Project, such changes shall be disclosed and explained in the monthly

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report. If there are no such changes, the report shall so state.

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

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

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

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

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

Section 5.7 Key Personnel.

5.7.1. To carry out its duties, the Contractor shall provide at least the key
personnel identified in Exhibit E to this Agreement (“Key Personnel”), who shall carry
out the functions identified in Exhibit E. Among other things, the Key Personnel shall
include: (i) the Project Executive; (ii) the Field Superintendent; (iii) the Project Manager
who will supervise the Project; (iv) th e Project Manager who will supervise the
Mechanical, Electrical, and Plumbing (“MEP” ) work; and (v) the individual that will
manage quality control and interact with the Department’s quality control representative
(Safety/Quality Assurance/Quality Control Ma nager). It is contemplated that the Key
Personnel will work from the pre-const ruction stage throughout the completion of the
construction work. The Contractor’s oblig ation to provide adequate staffing is not
limited to providing the Key Personnel but is determined by the needs of the Project.
The Contractor shall not replace any of the Key Personnel without the Department’s
prior written approval. If any of the Key Personnel become unavailable to perform

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services in connection with the Agreement due to death, disability or separation from the
employment of the Contractor or any affiliate of the Contractor, then the Contractor shall
promptly notify the Department’s Contra cting Officer and propose a replacement
acceptable to the Department. The Department shall be entitled to complete information
before approving such replacement, including, but not limited to, a current resume of the
proposed replacement to include qualifications and experience.

5.7.2. Certain members of the Contract or’s Key Personnel shall be subject
to replacement fee for their removal or reassignment by the Contractor. Those members
of the Contractor’s Key Personnel subject to the replacement fee as indicated in the
Project Summary Section of this Ag reement shall be identified in Exhibit E as subject
to the replacement fee provision. In th e event there is no delineation in Exhibit E of
those members of the Contractor’s Key Pers onnel subject to the replacement fee
provision of this Agreement, then all of th e Key Personnel shall be subject to the
replacement fee provision of this Agreement.

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

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

Section 5.9 Warranty.

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

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

Section 5.11 Claims for Additional Time

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

5.11.2. The Contractor 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 below, the delay shall be deemed Non-Excusable and the
Contractor shall not be entitled to an extension of time. Without limiting the generality of
the foregoing, delays for the following reasons shall be regarded as Non- Excusable and
shall not entitle the Contractor to an extension of time:

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

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

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question. Notwithstanding the foregoing, named storms shall conclusively be deemed
“adverse”; 
5.11.2.3 Delays due to the failure of the Contractor or Subcontractors or material
suppliers at any tier to perform in timely or p roper 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 P rovisions (Construction Contracts), or Hazardous
Materials Remediation shall be deemed an Excusable Delay.

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

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 Contractor; provided,
however, that in no event shall a Non-Excusable Delay or the action or inaction of the
Contractor, or any of its employees, agents, Subcontractors or material suppliers be deemed
an Excusable Delay;

5.11.3.3 Delays caused by differing Site Conditions as permitted by Article 4,
Section A of the Standard Contract Provi sions (Construction Contract), 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 by the Department; 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 Contractor
or any of its employees, agents, subcontractors or material suppliers.

In addition to the forgoing, a delay shall be deemed to be an Excusable Delay only to the
extent that such delay: (i) warrants an extens ion in the Substantial or Final Completion
Date; (ii) has not been caused by the Contra ctor 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 Contractor wishes to make a claim for an adjustment in time allotted
per the Project Schedule, written notice as provi ded herein shall be given to the Contracting
Officer and Program Manager. The Contractor’s claim shall include an estimate of the cost
and of the probable effect of delay on the progress of the Work. In the case of continuing
delay, only one claim is necessary.


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

Section 5.12 Site Safety and Clean-Up.

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

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

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

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

5.12.5. Exculpation. The right of the Department and the Office of the Secretary to

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comment on the Safety Plan and the nature a nd location of the required fences and barriers
shall in no way absolve the Contractor from the obligation to maintain a safe site.

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

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

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

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

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

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

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

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

5.13.6. Supervision. Throughout the Work, the construction office shall be
managed by personnel competent to oversee the Work at all times while construction is
underway. Such personnel shall maintain full-ti me, on-site construction supervision and
provide daily inspections, quali ty control, monitoring, coordination of various trades,

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record drawings, and daily work log.

Section 5.14 Project Close-out & FF&E.

5.14.1. A detailed list of FF&E requirements will be developed during the
preconstruction phase and attached hereto as Exhibit L.

5.14.2. Punchlist. One week before Substantial Co mpletion, the Contractor shall
develop a punch list. Once the punch list is prepared, the Contractor shall inspect the Work
along with representatives from the Department. The punch list shall be revised to reflect
additional work items that are discovered during such inspection. The Contractor shall
correct all punch list items no later than nin ety (90) days after Subs tantial Completion is
achieved.

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

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

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

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

5.14.7. Move-in Assistance. The Contractor shall assist Client Agency in
relocating FF&E and other items as necessary within the renovated building, as well as
for cleaning and other move-in services as directed by the Department. The GMP shall
include an allowance and scope of work for these activities. This allowance is in addition to

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cleaning services that would otherwise be re quired by the Contractor, including, but not
limited to, the obligation to deliver a broom-clean building at the end of construction.

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

Section 5.16 Sediment and Erosion Control.
The Contractor shall be responsible for installing sediment and erosion control measures,
inclusive of, but not limited to: silt fencing, in let protection, stabilized construction entrances,
and other control measures.

Section 5.17 Quality Control.

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

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

5.17.3. Implementation. During the Construction Phase, the Contractor shall
perform regular quality control inspections and create reports based on such inspections
pursuant to the Quality Control Plan. These quality control reports shall be provided to the
Department electronically on a monthly basis. The Contractor shall incorporate a quality
control section in the progress meetings to discuss outstanding deficiencies,
testing/inspections, and upcoming work. Th e 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 Contractor to accelerate the Work if, in the reasonable judgment of the Department: (i)

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

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

Section 5.19 Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right to direct
the Contractor to revise the provisions of the Quality Control Plan if, in the reasonable
judgment of the Department, the craftsmanship of the Work being installed fails to comply
with generally applicable industry standards, requirements set forth in the Specifications
that are reasonably related to the quality of cr aftsmanship 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 Contractor with written notice of the occurrence of such Quality Control
Event, and the Contractor shall be required to provide the Department with a corrective action
plan that is reasonably designed to address the concerns raised in such notice within three
(3) days after receipt of such notice (each instance, a “Corrective Action Plan”). If the
Department and the Contractor are unable to agree on the terms of the Corrective Action
Plan within five (5) days after the issuance of the notice (i.e. within forty-eight (48) hours
after the receipt of the proposed corrective action plan), the Department shall have the right to
direct such corrective action measures as the Department, in its reasonable judgment, deems
necessary. Such directive may include adjustments to the procedural provisions set forth in
the Quality Control Plan and/or may impose a dditional 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 on the Substantial Completion Date.


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Section 5.20 Use of ProjectTeam.
The Contractor shall utilize the Department͛s ProjectTeam system to submit any and all
documentation required to be provided by the Contractor for the Project, including or other web-
based document management system to submit any and all documenta tion required to be
provided by the Contractor, including, but not limi ted to: (i) requests for information; (ii)
submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full package including
all forms required by the Department); (v) cer tified payrolls (in addition to uploading via LCP
Tracker); (vi) drawings and specifications; (vii) punchlist; and (viii) other documents as may be
designated by the Department.
Section 5.20.1 Invoice Submittal. The Contractor shall create and submit payment
requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The
Contractor shall submit proper invoices on a monthly basis. To constitute a proper invoice, per
Article 8 of the Standard Contract Provision͕ the Contractor shall enter all required information
into the Portal after selecting the applicab le purchase order number which is listed on the
Contractor͛s profile.
Section 5.21 Conformance with Laws.
It shall be the responsibility of the Contractor to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all a pplicable laws, codes,
ordinances, regulations, rules, requirements, orders, and policies of governmental bodies,
including, without limitation, the U.S. Go vernment and the District of Columbia
government; and it is the sole responsibility of the Contractor to determine the
Procurement Regulations, statutes, laws, codes, ordi nances, regulations, rules, requirements
and orders that apply and their effect on the Cont ractor’s obligations thereunder.

Section 5.22 Construction Phase Deliverables.
In additional to any deliverables set forth herein, the deliverables set forth on Exhibit C
are required during the Construction Phase.

Section 5.23 Close-Out Deliverables.
The deliverables set forth in Exhibit D are required during the Project’s Close-Out and
prior to Final Payment, to include but not limited to:

a) A complete set of the CMAR’s Project files.
b) A complete set of product manuals (O&M), training videos, warranties, etc.
c) As-built record drawings.
d) Attic stock and schedule.
e) Equipment schedule.
f) Proposed schedule of maintenance.
g) Environmental, health & safety documents.
h) LEED – Preliminary Construction Review.
i) All applicable inspection certificates/permits (boiler, elevator, emergency evacuation
plans, health inspection, etc.).

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j) All other files and requirements outli ned in Turnover Protocol Document ( Exhibit
T).

Section 5.24 Licensing, Accredi tation, and Registration.
The Contractor and all of its subcontractors and subconsultants (regardless of tier) shall
comply with all applicable District of Columbia, state, and federal licensing, accreditation, and
registration requirements and standards nece ssary 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 5.25 Protection of Existing Elements.
The Contractor shall ensure the protection of all existing features, public utilities, and
other existing structures during construction. Th e Contractor shall ensure the protection of
existing, site improvements, trees and shrubs from damage during construction. Protection
extends to the root systems of existing vegetati on. The Contractor shall not store materials or
equipment, or drive machinery, within drip line of existing trees and shrubs.

Section 5.26 Hazardous Materials. The Contractor’s scope of work includes the abatement
and removal of hazardous materials found anywhere on or within the Project site. In performing
such work, the Contractor shall comply with all laws, including, without limitation, the
requirements of the Environmental Protection Agency and all jurisdictional agencies and all laws
relating to safety, health welfare, and protec tion of the environment, in removing, treating,
encapsulating, passivating, and/or disposing of ha zardous materials, including, but not limited
to, removal, treatment, encapsulation, passivation, and/or disposal of the hazardous materials. If
any notices to governmental authorities are required, the Contractor shall also give those notices
at the appropriate times. The Contractor shall ensure abatement subcontractors and disposal sites
are appropriately licensed and qualified. In ad dition, the Contractor shall ensure that any
subcontractors involved in the abatement of hazardous materials maintain a contractor’s
pollution legal liability insurance policy of at least Two Million Dollars ($2,000,000) for the
duration of the Project and a period of ten (10) years after Substantial Completion of the Project,
and that any disposal site to which haza rdous materials are taken carries environmental
impairment liability insurance for the duration of the Project and a period of ten (10) years after
Substantial Completion of the Project. The Contractor’s obligations under this Section 5.26 shall
include signing (as the agent for the Department ) any manifests required for the disposal of
hazardous materials.

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Article 6 - DESIGNATED REPRESENTATIVES

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

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

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Article 7 - COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION
PHASE SERVICES

Section 7.1 Compensation

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

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

Section 7.2 Payments

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

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

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

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

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

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the Department authorizes, in writing, an increase to the Lump Sum General Conditions Cost.
Nonetheless, in such an event, if the Contractor exceeds the Lump Sum General Conditions Costs,
the Contractor shall continue to be required to adequately staff the Project.

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

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

Section 8.5 No Adjustments to Fee.
It is the Department’s intent to engage the Contractor to develop a GMP that meets the
preliminary design set forth in Exhibit A by the Client Agency and the Project Budget as set forth
herein (i.e. built to budget), to allow for Substantial Completion of the Work to be achieved no
later than the Substantial Completion Date. The Cont ractor shall be entitled to an adjustment to
the Construction Management Fee at the time the GMP is established to the extent, and only to
the extent, that: (i) the Department makes additions to the scope that, when measured relative to
the program, cause the GMP to exceed the Project Budget by more than ten percent (10%); or (ii)
the Department makes additions to the scope provi ded for herein which (other than for punchlist
or warranty work) requires the Contract or’s services at the Project beyond May 8, 2026. With
regard to Change Orders issued after the GMP is established, the Contractor shall be entitled to an
increase in the Construction Management Fee to th e 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 Contractor’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 in accordance with Section 17.11.

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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:
8.7.1 Labor. Payment will be made for direct la bor cost plus indirect labor cost
such as insurance, taxes, fringe benefits and welfare provided such costs are
considered reasonable. Indirect costs shal l be itemized and verified by receipted
invoices. If verification is not possible, up to five percent (5%) of direct labor
costs may be allowed.
8.7.2 Rented Equipment . Payment for required equipment rented from an
outside company that is neither an affiliate of, nor a subsidiary of, the Contractor
will be based on receipted invoices which shall not exceed rates given in the current
edition of the Rental Rate Blue Book for Construction Equipment. If actual rental
rates exceed manual rates, written justif ication shall be furnished to the
Contracting Officer for consideration. No additional allowance will be made for
overhead and profit. The Contractor shall submit written certification to the
Contracting Officer that any required ren ted equipment is neither owned by nor
rented from the Contractor or an affi liate of or subsidiary of the Contractor.
8.7.3 Contractor’s Equipment. Payment for required equipment owned by the
Construction Management or an affiliate of the Contractor will be based solely on
an hourly rate derived by dividing the current appropriate monthly rate by 176
hours. No payment will be made under any ci rcumstances 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-hal f the derived hourly rate under this
subsection.
8.7.4 Materials. Incorporated and unincorporated materials as permitted under
Section 9.1.2 (b) and 9.1.2 (c).
8.7.5 Direct Cost of the Work does not, how ever, include home office overhead,
field supervision, general conditions, or prof it of either the Subcontractor or the
Contractor. No personnel above the level of a working foreman shall be considered
a Direct Cost of the Work.


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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 n ecessarily incurred by the Contractor in the
proper performance of the Work and shall include only the following:

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

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

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

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

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

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

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

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

9.1.6. All fees and other costs necessarily incurred to carry out testing and

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inspection required by the Agreement or appl icable laws, or otherwise to maintain proper
quality assurance. The costs the Contra ctor incurs to schedule and coordinate any
additional testing and inspections the Departme nt may decide to conduct itself shall be
within Cost of the Work unless the additiona l testing establishes that the Work tested was
defective or otherwise failed to satisfy requi rements set forth in the Agreement, in which
case the Contractor shall pay the costs, without reimbursement;

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

9.1.8. The Lump Sum General Conditions Cost; and

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

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

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

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m. BIM Cost (software, seats, hardware);
n. Parking costs for the construction staff;
o. Salting sidewalks and shoveling snow on sidewalks that surround the site; and
p. Exterior site fencing, fence wrapping, and construction signage.

Section 9.3 Costs Not to Be Reimbursed.
All costs not specifically listed in Section 9.1 as being within the Cost of the Work are
excluded from the Cost of the Work and shall not be reimbursable. In particular, but without
limitation, the Cost of the Work does not include any of the following:
9.3.1 Any personnel or labor costs other than those provided for in Section 9.2.1;
9.3.2 Fees for any permits or licenses the Contractor requires to conduct its general
business operations;
9.3.3 Capital expenses and interest on capital employed for the Work;
9.3.4 Direct or indirect costs of any kind, except those expressly included in
Section 9.1;
9.3.5 Sales or use taxes, unless the Contra ctor establishes that applicable law
requires payment of such taxes;
9.3.6 Costs due to the errors or omissions of the Contractor or its Subcontractors
or suppliers at all tiers, negligent or otherwise;
9.3.7 Costs dues to breach of the Agreement by the Contractor or its
Subcontractors or material suppliers at all tier s, including, without limitation, costs arising
from defective or damaged Work or its corr ection, disposal of materials or equipment
erroneously supplied, and repairs to p roperty damaged by the Contractor 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 The cost of home or regional offices, it being understood that compensation
for such costs included in the Construction Management Fee and Award Fee.

Section 9.4 Discounts, Rebates And Refunds.

9.4.1 Cash discounts obtained on payments made by the Contractor shall accrue to
the Department if: (i) before making such pay ment(s), the Contractor included them in an
Application for Payment and received payment therefor from the Department; or (ii) the
Department has deposited funds with the Contractor with which to make such payment(s).
All other cash discounts shall accrue to the Cont ractor. Trade discounts, rebates, refunds, and

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amounts received from sales of surplus materials and equipment shall accrue to the Department,
and the Contractor shall make provisions so that such amounts can be secured.

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

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

Section 9.6 Accounting Records.

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

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

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

9.7.1 Design by Architect/Engineer and its sub-consultants;
9.7.2 3rd Party Material Testing;
9.7.3 Commissioning;
9.7.4 3rd Party Inspections; and
9.7.5 3rd Party Plan Review.

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Article 10 - CONSTRUCTION PHASE PAYMENTS

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

The Cost of Work completed to date:

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

Current approved estimated
Cost of Work through Final Completion

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

Minus Applicable retainage

Minus Amounts previously paid by the Department

Section 10.2 Retention.
The Department shall withhold from each progress payment an amount equal to ten
percent (10%) of the payment related to: (i) each subcontract and supply agreement; (ii) the
Preconstruction Fee; (iii) the Construction Mana gement Fee; (iv) General Conditions Costs; and
(v) the Cost of the Work related to each item of Self-Performed Work, until such time as
fifty percent (50%) of the then currently budgeted cost associated with each such item has
been invoiced, at which point the Departme nt 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, insulated effort such as dumpster
disposal and safety carpentry. The Department may elect to increase the retention on any trade
Subcontractor up to ten percent (10%) in the event the Department determines that the situation
so warrants. The Department, in its sole and absolute discretion, may elect to reduce the retainage
relating to a particular trade Subcontractor, or the Cost of the Work related to a specific item
of Self- Performed Work to zero upon: (a) satisfac tory 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.


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Section 10.3 Documents Required wi th Application for Payment.
Each Application for Payment shall be accomp anied by the Contractor’s job cost ledgers
in a form satisfactory to the Department, the Subcontractors’ and Suppliers’ Applications for
Payment on AIA Documents G702 and G703 or other form acceptable to the Department, and
such other supporting documentation as the Department may reasonably request. Each
Application for Payment shall include detailed documentation of costs as a condition to
approving progress payments, but the Contra ctor shall nevertheless maintain complete
documentation of the costs. An execu ted 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 pa y 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 material s, if the materials have been delivered to the site,
and suitably stored. Such requests shall be doc umented by appropriate invoices and bills of sale.
Payment for stored materials shall also be condi tioned on the Contractor’s representation that it
has inspected the material and found it to be free from defect and otherwise in conformity with this
Agreement and on satisfactory evidence that the materials are insured under the builder’s risk
policy. Further, if the Contractor requests the Department to allow payments for storage of materials
offsite, the Contractor shall be required, inter alia, to agree to the execution of proper documentation
to afford the Department a secured interest in the materials upon payment.

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

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

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

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

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


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

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

Section 10.8 Submission.
On the twenty-fifth day of each month the Contractor shall submit to the Department
(with a copy to the Program Manager) an Appl ication 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 Pa yment 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 th e Contractor and Department are unable to
agree on the amounts properly due and owing, the Department shall pay in accordance with its
good faith determination and the Contractor may protest and pursue a claim as provided in this
Agreement and the Standard Contract Provisions (Construction Contract).

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

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

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

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

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

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

10.9.5 the Contractor has failed to pay Subcont ractors 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 agains t 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 am ounts due to the Contractor, and the
Contractor, upon notice, has failed to remove the lien, by bonding it off or otherwise,
within ten (10) calendar days; or

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 Contractor is otherwise in s ubstantial 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.

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 Subcontractor performing portions of the Work.


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Section 10.12 Final Payment.
A final payment (“Final Payment”) shall be made by the Department to the Contractor
when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section 5.14, and
Exhibit D have been delivered to and are accepted by the Department; (iii) the Contractor
provides the Department a complete set of product manuals (O&M), training videos, and
warranties, as applicable; and (iv) a complete final Application for Payment and a final
accounting for the Cost of the Work have been submitted by the Contractor and reviewed
by the Department and, to the extent the De partment determines appropr iate, 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 W ork substantiated by the Contractor’s
final accounting and the Preconstruction Fee and the Construction Management Fee
as adjusted to reflect whet her the goals established in Exhibit M have been met; 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 Contractor, the Contractor 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 Contractor.

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

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


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Article 11 - INSURANCE

Section 11.1 Insurance Required by the Project

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

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

B. INSURANCE REQUIREMENTS

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

The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage
using ISO form CG 2010 0413 and CG2037 04 13 (or its equivalent) to The
Government of the District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and non-
contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c) A waiver of subrogation in favor of The Government of the District of
Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis
e) Defense costs shall be in addition to and not erode the limits of liability


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

The Commercial Auto Liability policy shall be further endorsed to:
a. To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia
b. Coverage available to the additional insureds shall apply on a primary and non-
contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds
c. A waiver of subrogation in favor of The Government of the District of
Columbia
d. Defense costs shall be in addition to and not erode the limits of liability
e. If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened
Coverage for Covered Autos - Business Auto, Motor Carrier, and Truckers (or
its equivalent)
f. Moving and Storage Companies shall be required to provide evidence of
BMC91 or BMC91X filing

For Contractors providing transportation:
Contractors providing transportation must additionally comply with the following:
a) Operators holding a restricted WMATC Certificate of Authority must have a
single limit of $1.5 million in combined (bodily injury and physical damage)
coverage, or
b) Operators holding an unrestricted WMATC Certificate of Authority must have
a single limit of $5M in combined (bodily injury and physical damage)
coverage.
In addition, both types of WMATC certificate holders must have in place the following
Licensing Requirements as applicable:
a) Commercial Driver’s License (CDL) with the following endorsements:
i) P (Passenger): All drivers MUST have a P endorsement enabling them to
transport passengers (16 or more).
ii) S (School Bus): All drivers operating school buses (flashing lights, swing
arm w/stop sign) must also have an S endorsement. Please note that driver
credentials for any vehicles that are converted school buses must have S.
b) Valid (unexpired) US Department of Transportation Medical Examiner
Certification (“Medical Card”).

For Contractors using District Government-Owned Vehicles:
Agencies that provide Contractors with District Government-owned or leased motor
vehicles are responsible for ensuring that such vehicles are used only for the performance
under this Contract. Contractor and its subcontractors are prohibited from using such

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vehicles for home-to-work transportation unless specifically provided for under the terms
of the contract and approved in writing by the Contracting Officer, or otherwise provided
by law. Contractor shall obtain automobile liability insurance with a minimum combined
single limit of $1,000,000 to cover bodily injury and property damage to protect the
Contractor and the District Government against third-party claims arising from the use of
District Government-owned vehicles. The Commercial Auto Liability Policy shall be
endorsed to include:
a. To the fullest extent permitted by law, provide additional insured coverage to
The Government of the District of Columbia;
b. Coverage available to the additional insureds shall apply on a primary and non-
contributing basis as respects any other insurance, deductibles, or self-
insurance available to the additional insureds; and
c. A waiver of subrogation in favor of The Government of the District of
Columbia.
In the event of loss, destruction, or damage to any government-owned vehicles used in the
performance of contact, Contractor shall be liable for full cost of repair or replacement of
lost, destroyed, or damaged vehicle.

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

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

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

4. Media Liability and Network S ecurity/Privacy (Cyber) Liability Insurance covering acts,
errors, omissions, and violation of any consumer protection laws arising out of Contractor’s
operations or services with a limit of $2,000,00 0 per claim and in the aggregate. Such
coverage shall include but not be limited to, th ird party and first party coverage for loss or
disclosure of any data, including personall y identifiable information and payment card
information, network security failure, viol ation of any consumer protection laws,
unauthorized access and/or use or other intrusions, infringement of any intellectual property
rights (except patent), negligence or breach of duty to use reasonable care, breach of any
duty of confidentiality, invasion of privacy, or violations of any other legal protections for
personal information, defamation, libel, slander, commercial disparagement, negligent
transmission of computer virus, or use of comput er networks in connection with denial of
service attacks. Such coverage shall include regulatory defense and fi nes/penalties in any

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jurisdiction anywhere in the world. Such coverage shall include contractual privacy
coverage for data breach response and crisis management costs that would be incurred by
Contractor on behalf of The Government of the District of Columbia in the event of a data
breach including legal and forensic expenses, notification costs, credit monitoring costs, and
costs to operate a call center. Contractor shall maintain coverage in force during the term of
this Agreement and for an extended reporting period of not less than two (2) years after.

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

6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial um brella with minimum limits of $10,000,000 per
occurrence and $10,000,000 in the annual aggrega te. Coverage must excess of required
commercial general liab ility, commercial auto liability, and employers’ liability. The
insurance required under this paragraph shall be written in a form that annually reinstates
all required limits. Coverage shall be primary to any insurance, self-insurance or reinsurance
maintained by The Government of the District of Columbia and the “other insurance”
provision must be amended in accordance with this requirement and principles of vertical
exhaustion.

7. Crime Insurance (3rd Party Indemnity) - The Contractor shall provide a Crime policy
including 3rd party fidelity to cover the dishonest acts of Contractors, its employees and/or
volunteers which result in a loss to the District. The Government of the District of Columbia
shall be included as loss payee. The policy shall provide a limit of $20,000 per occurrence.

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

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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 materials or other waste as a result of the Contractor’s operations.
Such coverages must be maintained with limits of at least the amounts set forth above.

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

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

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

11. Riggers Liability – If and to the extent C ontractor’s services or scope of Work call for,
require, or involve the lifting, picking, rigging and setting of others property, materials or
equipment, Contractor shall procure, maintain and pay for Riggers Liability Insurance to
insure against physical loss of or damage in amounts sufficient to insure the full market
value and / or replacement costs of the property, materials or equipment being lifted, with a
minimum liability limit of $5,000,000. In additi on to replacing any property, materials or
equipment damaged through Contractor’s work involving the lifting, picking, rigging and
or setting, Contractors shall also be responsible for all consequential loss of use, and delay
damages involved in replacing and / or repairing the damaged property, materials, or
equipment. Failure to carry approp riate insurance and / or failure to carry adequate limits
shall not relieve Contractor from its indemnity and contractual obligations herein.

Construction Projects Controlled by the District


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

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

The deductible shall not exceed $25,000 except for earthquake, flood, windstorm, water damage
or other perils at the discretion of the District and as available in the insurance industry. The
deductible for Frame or Joisted Masonry construction shall not exceed $50,000.

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

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

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

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Contract or for work under this agreement shall be
required to have the same ins ured required of Contractor. S hould the Contractor wish to
propose different insurance requirements for the subcontractor than the ones outlined in the
Contract, then, prior to commencement of wo rk by the subcontractor, the Contractor shall
submit in writing the name and brief desc ription of work to be performed by the
subcontractor to the CO. The CO will promptly provide in writing to the Contractor with a
decision regarding the insurance requirements applicable to the subcontractor. When
requested by the CO, the Contractor must provide proof of the subcontractor's required
insurance prior to commencement of work by the subcontractor.

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

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

F. LIABILITY. These are the required minimum insurance requirements established by The

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Government of the District of Columbia. Ho wever, it is understood that The Government
of the District of Columbia does not in any way represent that the insurance or the limits of
insurance specified herein are sufficient or adequate to protect your interests or liabilities
and will not in any way limit the contractor’s liability under this contract.

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

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

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

J. CERTIFICATES OF INSURANCE. The Contractor must send to CO, at least 10 days after
execution of this Agreement, certificates of in surance evidencing the required insurance
coverage and endorsements required herein. Contractor must also provide us with evidence
of renewal before the expiration date of each insurance policy. Contractor is responsible for
providing us with 30 days advanced written not ice if the certificate of insurance by the
insurer has been canceled, reduced in coverage , or otherwise altered. Certificates of
insurance must reference the corresponding contr act number. Evidence of insurance shall
be submitted through email to:

The Government of the District of Columbia

And mailed to the attention of:
Kianna Shepherd c/o Makia Efimba
Contracting Officer
Department of General Services
Contracts & Procurement Division
3924 Minnesota Ave, NE
Washington, DC 20019
Makia.efimba@dc.gov


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

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

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

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














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Article 12 - ECONOMIC INCLUSION REQUIREMENTS
Section 12.1 LSDBE Utilization.

If the Contractor subcontracts any work, at least (35%) of the dollar volume of the Agreement shall
be subcontracted with small business enterprises (“SBE”). If there are insufficient qualified SBEs
then the subcontracting may be satisfied by su bcontracting (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 Enterpri ses (“LSDBE”) certification shall be, in each
case, as of the effective date of the applicable subcontract. Supply agreements with material
suppliers shall be counted toward meeting this goal. The Contractor has developed a Subcontracting
Plan that is attached hereto as Exhibit P. The Contractor shall comply with the terms of the SBE
Subcontracting Plan in making purchases and administering its subcontracts and supply
agreements.
Section 12.2 Mandatory Subcontracting Requirements

Section 12.2.1 Unless the Director of the Department of Small and Local Business
Development (DSLBD) has approved a waiver in writing, in accordance with D.C. Official Code
§ 2-218.51, for all contracts in excess of $250,000, at least 35% of the dollar volume of the contract
shall be subcontracted to qualified small business enterprises (SBEs).
Section 12.2.2 If there are insufficient SBEs to completely fulfill the requirement of
Section 13.2.1 , then the subcontracting may be sati sfied by subcontracting 35% of the dollar
volume to any qualified certified business en terprises (CBEs); provided, however, that all
reasonable efforts shall be made to ensure that SBEs are significant participants in the overall
subcontracting work.
Section 12.2.3 A prime contractor that is certified by DSLBD as a 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 12.2.4 Except as provided in Sections 13.2.1 and 13.2.2, a prime contractor that
is a CBE and has been granted a proposal preference pursuant to D.C. Official Code § 2-218.43,
or is selected through a set-aside program, shall perform at least 35% of the contracting effort
with its own organization and resources and, if it subcontracts, 35% of the subcontracting effort
shall be with CBEs. A CBE prime contractor that performs less than 35% of the contracting effort
shall be subject to enforcement actions under D.C. Official Code § 2-218.63.
Section 12.2.5 A prime contractor that is a certified joint venture and has been granted a
proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-aside
program, shall perform at least 50% of the cont racting effort with its own organization and
resources and, if it subcontracts, 35% of the subcontracting effort shall be with CBEs. A certified

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joint venture prime contractor that performs less than 50% of the contracting effort shall be
subject to enforcement actions under D.C. Official Code § 2-218.63.
Section 12.2.6 Each CBE utilized to meet these subcontracting requirements shall
perform at least 35% of its contracting effort with its own organization and resources.
Section 12.3 Subcontracting Plan

If the Contractor is required by law to s ubcontract under this Agreement, then the
subcontracting plan Exhibit P submitted with its Proposal, may only be amended with the prior
written approval of the Contract ing Officer and Director of DSLBD, as previously stated herein;
and, any reduction in the dollar volume of the subcontracted portion resulting from an amendment
of the Subcontracting Plan shall inure to the benefit of the District. The Subcontracting Plan shall
include the following:

(1) The name and address of each subcontractor;
(2) A current certification number of the small or certified business enterprise;
(3) The scope of work to be performed by each subcontractor; and
(4) The price that the prime contractor will pay each subcontractor.

Section 12.4 Copies of Subcontracts

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

Section 12.5 Subcontracting Plan Compliance Reporting

Section 12.5.1 If the Contractor has a subcontra cting plan required by law for
this contract, the Contractor shall submit a quarterly report to the CO, CA, District of Columbia
Auditor, and the Director of DSL BD. 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 12.5.2 If the fully executed subcontract is not provided with the quarterly
report, the prime contractor will not receive cr edit toward its subcontracting requirements
for that subcontract.


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Section 12.6 A nnual Meetings

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

Section 12.7 DSLBD Notices

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

Section 12.8 Enforcement and Penalties for Breach of Subcontracting Plan

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

Section 12.8.2 A contractor found to have breached its subcontracting plan for utilization
of CBEs in the performance of a c ontract shall be subject to the imposition of penalties,
including monetary fines in accordance with D.C. Official Code § 2-218.63.

Section 12.8.3 If the CO determines the Contractor’s fa ilure to be a material breach of the
contract, the CO shall have cause to terminate the contract under the default provisions in clause
5 of the SCP, Default.

Section 12.8.4 Neither the Contractor nor a subcontra ctor may remove a subcontractor or
tier-subcontractor if such subcontractor or tier-subcontractor is certified as an LSDBE
company unless the Department approves such removal in writing. The Department may
condition its approval upon the Contractor deve loping a plan that is, in the Department’s
sole and absolute judgment, adequate to main tain the level of LSDBE participation on the
Project.

Section 12.9 Equal Employment Opportunity and Hiring of District Residents

Section 12.9.1 The Contractor shall comply with applicable laws, regulations and special
requirements of the Contract Documents regarding equal employment opportunity and
affirmative action programs. In accordance with the District of Columbia Administrative
Issuance System, Mayor’s Order 85-85 dated June 10, 1985, the forms for completion of
the Equal Employment Opportunity Information Report are incorporated herein as Exhibit
O. A contract award cannot be made to any c ontractor that has not satisfied the equal
employment requirements.

Section 12.9.2 The Contractor shall ensure that at least fifty-one percent (51%) of the
Contractor’s team and every subconsultant’s and subcontractor’s employees hired after the

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effective date of the Agreement, or after su ch subconsultant or subcontractor enters into a
contract with the Contractor, to work on the Project shall be residents of the District of
Columbia. This percentage shall be applied in the aggregate, and not trade by trade. In
addition, the Contractor shall use commercially reasonable best efforts to comply with the
workforce percentage goals established by the recently adopted amendments to the First
Source Employment Agreement Act of 1984 (D.C. Code §§ 2-219.01 et seq. ) and any
implementing regulations, including but not limited to the following requirements:

(i) At least 20% of journey worker hours by trade shall be performed by District
residents;

(ii) At least 60% of apprentice hours by trade shall be performed by District residents;

(iii) At least 51% of the skilled laborer hours by trade shall be performed by District
residents; and

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

Section 12.9.3 Thirty-five percent (35%) of all apprentice hours worked on the Project
shall be worked by District residents.

Section 12.10 Economic Inclusion Reporting Requirements

Section 12.10.1 Upon execution of the Agreement, the Contractor and all its member
firms, if any, and each of its subcontractors shal l submit to the Department a list of current
employees and apprentices that will be assi gned to the Agreement, the date they were hired
and whether or not they live in the District of Columbia.

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

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

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


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Section 12.11 Compliance with the Apprenticeship Act. The District of Columbia
Apprenticeship Act of 1946, D.C. Official Code §§ 32-1401 et seq. ("Apprenticeship Act"), as
amended, may apply to this Project. All subcontractors selected to perform work on the Project on
a craft-by-craft basis shall be required to comply with this Apprenticeship Act. All terms and
conditions of the Apprenticeship Act, D.C. Apprenticeship Council Rules and Regulations, as well
as any federal requirements, shall be impleme nted. The Contractor shall be liable for any
subcontractor non-compliance.Thirty-Five percent (35%) of all apprentice hours worked shall be
performed by District residents.

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Article 13 - LIQUIDATED DAMAGES AND DISINCENTIVE FEES

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

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

Section 13.3 Early Completion.
In the event the Contractor achieves Substantial Completion of the Project prior to the
Substantial Completion Date, the Contractor sh all maintain the completed Project, at its own
expense, until such time that the Depa rtment agrees to occupy and use the Project for its intended
use.

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Article 14 - MISCELLANEOUS PROVISIONS

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

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

Section 14.3 Buy American Act Provision.
The Contractor shall comply with the provisions of the Buy American Act (41 U.S.C. §§
8301–8305), including, but not limited to, the purchase of steel. To the extent that the
language in this section contradicts the language under Article 24 of The Department Standard
Contract Provisions for Construction Contracts ( Exhibit I) regarding compliance with the
Buy American Act, the language in this section should supersede.
14.3.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301–8305), and Executive
Order 10582, December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended by
Executive Order 11051, September 27, 1962 (3 CFR, 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 co mponents mined, produced, or manufactured in
the United States, exceeds 65 percent of the cost of all its components. For an end
product that consists wholly or predominantly of iron or steel or a combination of both,
the cost of foreign iron and stee l must constitute less than 5 percent of the cost of all
the components used in the end product.

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Components of foreign origin of the same class or kind as the products shall be treated
as domestic. Scrap generated, collected, and prepared for processing in the United
States is considered domestic.
“End Products”, as used in this Section, means those articles, materials, and supplies
to be acquired for public use under this Contract.
The Contractor shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured in the
Unites States in sufficient and reasonably available commercial quantities of
a satisfactory quality;
3. For which the District determines that domestic preference would be
inconsistent with the public interest; or
4. For which the District determines the cost to be unreasonable.
14.3.2 Domestic Construction Material. “Construction material” means any article,
material, or supply brought to the construction site for incorporation in the building or
work. An unmanufactured construction material is a “domestic construction material”
if it has been mined or produced in the Un ited 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 component s which have been mined, produced, or
manufactured in the United States exceeds 65 percent of the cost of all its components.
“Component” means any article, material, or supply directly incorporated in
construction material. If the construction material consists wholly or predominantly of
iron or steel, the iron or steel was produced in the United States; or, for construction
material that consists wholly or predominantly of iron or steel or a combination of both,
a construction material manufactured in the United States if the cost of foreign iron and
steel constitutes less than 5 percent of the cost of all the components used in such
construction material.
14.3.3 Domestic Component. A component shall be considered to have been “mined,
produced, or manufactured in the United States” regardless of its source, in fact, if the
article, material or supply in which it is incorporated was manufactured in the United
States and the component is of a class or kind determined by the Government to be not
mined, produced or manufactured in the Un ited States in sufficient and reasonably
available commercial quantities and of a satisfactory quality.
14.3.4 Foreign Construction Material. “Foreign construction material” means a
construction material other than a domestic construction material.

Section 14.4 The Quick Payment Clause

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14.4.1 Interest Penalties to Contractors

14.4.1.1 The District will pay interest pena lties on amounts due to the Contractor
under the Quick Payment Act, D.C. Official Code §2-221.01 et seq ., for the period
beginning on the day after the required paym ent date and ending on the date on which
payment of the amount is made. Interest shall be calculated at the rate of 1.5% per month.
No interest penalty shall be paid if payment for the comple ted delivery of the item of
property or service is made on or before the required payment date:
a. The date on which payment is due under the terms of the Contract;
b. Not later than 7 calendar days, excluding legal holidays, after the date of
delivery of meat or meat food products;
c. Not later than 10 calendar days, excluding legal holidays, after the date
of delivery of a perishable agricultural commodity; or
d. 30 calendar days, excluding legal holidays, after receipt of a proper
invoice for the amount of the payment due, if a specific date on which
payment is due is not established by contract;

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

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

14.4.2 Payments to Subcontractors

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

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

b) Notify the Contracting Officer and the subcontractor, in writing, of the Contractor’s
intention to withhold all or part of the subcontractor’s payment and state the reason
for the nonpayment.

14.4.2.2 The Contractor must pay any subcontract or or supplier interest penalties on
amounts due to the subcontractor or s upplier beginning on the day after the
payment is due and ending on the date on which the payment is made. Interest shall

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be calculated at the rate of 1.5% per month. No interest penalty shall be paid on the
following if payment for the completed delive ry of the item of property or service is
made on or before:

14.4.2.3
a) the 3rd day after the required payment date for meat or a meat product;
b) the 5th day after the required payment date for an agricultural commodity; or
c) the 15th day after the required payment date for any other item.

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

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

14.4.3 Subcontractor Quick Payment Clause Flow-Down Requirements

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

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

(i) Agrees with the prime contractor and, if a pplicable, the subcontractor on a price for the
additional work;

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

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

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the prime contractor;

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

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

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

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

14.4.4.4 Authorized Changes by the Contracting Officer

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

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

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

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

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

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Section 14.7 Interpretation of Cont ract and Order of Precedence. All of the
documents comprising the Agreement should be read as complementary, so that what is called
for by one is called for by all. Ambiguities shal l be construed in favor of a broader scope of
work for the Contractor, as the intent of the Agreement is, with specific identified exceptions,
to require the Contractor to assume entire re sponsibility for construc tion of the Project. If
there is any inconsistency among the documents comprising the Agreement, the order of
precedence among them is as follows, with the first listed document having the highest
priority:

(1) This Agreement and its Modifications, Change Orders, Change Directives and any
Exhibits thereto;
(2) The Department’s collective Standard Contract Provisions, as amended, and any
missing term in this Agreement shall be addressed in accordance with the collective
Standard Contract Provisions; and
(3) The Construction Documents as approved by the Department.

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

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

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

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


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

If to the Department:

Dr. Jacque McDonald, NIGP-CPP, CPPO, CPPB
Associate Director
Chief Procurement Officer
Contracts and Procurement Division
Department of General Services
3924 Minnesota Ave, NE | 5th Floor
Washington, DC 20019

If to the Contractor:

Gabe Oliver
Partner & Senior Vice President
1140 3rd St NE, Suite 320
Washington, DC 20002

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

Section 14.13 Limitations. The Contractor agrees that any st atute of limitations applicable
to any claim or suit by the Department arisin g from this Agreement or its breach shall be
controlled by applicable District of Columbia law.

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

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

Section 14.16 Remedies Cumulative. Unless specifically provided to the contrary in the

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

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

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

Section 14.19 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be i nvalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability sh all 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 Agreem ent a provision as similar in terms to such
invalid, illegal or unenforceable provision as may be possible and be valid, legal and
enforceable; each part of this Agreement is intended to be severable.

Section 14.20 Anti-Deficiency Acts . The obligations and responsibilities of the Department
under the terms of the Agreement, or any subseque nt agreement entered into pursuant to this
Agreement or referenced herein (to which the Department is a party), are and shall remain
subject to the provisions 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 C ode § 1-204.46 (2001). Pursuant to the Anti-
Deficiency Acts, nothing in this Agreement sh all create an obligation of the Department in
anticipation of an appropriation 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 appropriat ed funds for the applicable fiscal year as
approved by Congress. IN ACCORDANCE WITH § 446 OF THE HOME RULE ACT,
D.C. CODE § 1-204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS AUTHORIZED
TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE AGREEMENT OR
CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN APPROVED, IS
LAWFULLY AVAILABLE AND APPROPRIATED BY ACT OF CONGRESS

Section 14.20.1 The Department agrees to exercise all lawful authority available to it
to satisfy the financial obligations of the Department that may arise under this Agreement.

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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 Departme nt will not be liable to make any payment
under this Agreement upon the expiration of any then-existing appropriation, the Department
shall promptly notify the Contractor and this Agreement shall immediately terminate upon the
expiration of any then-existing appropriation.

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

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

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

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

Section 14.24 Intentionally Deleted.

Section 14.25 Americans with Disabilities Act of 1990 (“ADA”). During the performance
of this Contract, the Contractor and any of its Subcontractors shall comply with the ADA. The

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ADA makes it unlawful to discriminate in em ployment against a qualified individual with a
disability. See 42 U.S.C. §12101 et seq.

Section 14.26 Contracts in Excess of One Million Dollars. Any contract in excess of
$l,000,000 shall not be binding or give rise to an y claim or demand against the District until
approved by the Council of the District of Columbia and signed by the Contracting Officer.

Section 14.27 Gratuities Not to Benefit Provisions. If it is found, after notice and hearing,
by the Department that gratuities (in the form of entertainment, gifts, payment, offers of
employment, or otherwise) were offered or given by the Contractor, or any agent or
representative of the Contractor, to any offic ial, employee or agent of the Department or the
District with a view toward securing the Agreement or any other contract or securing favorable
treatment with respect to the awarding or amending, or the making of any determinations with
respect to the performance of the Agreement, the Department may, by written notice to the
Contractor, terminate the right of the Contra ctor to proceed under the Agreement and may
pursue such other rights and remedies provided by law and under the Agreement.

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

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

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

Section 14.28 Ethical Standards for the Department's Employees and Former
Employees. The Department expects the Contractor to observe the highest ethical standards
and to comply with all applicable laws, rules , and regulations governing ethical conduct or
conflicts of interest. Neither the Contractor, nor any person associated with the Contractor,
shall provide (or seek reimbursement for) any gift, gratuity, favor, entertainment, loan, or other
thing of value to any employee of the District or the Department not in conformity with

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applicable law, rules or regulations. The Contractor shall not engage the services of any person
or persons in the employment of the Department or the District for any work required,
contemplated, or performed under the Agreemen t. The Contractor may not assign to any
former employee or District employee or agent who has joined the Contractor’s firm any matter
on which the former employee, while employed by the Department, had material or substantial
involvement in the matter. The Contractor may reque st a waiver to permit the assignment of
such matters to former personnel on a case-by-case basis. The Contractor shall include in every
subcontract a provision substantiall y similar to this section so that such provisions shall be
binding upon each Contractor or vendor.

Section 14.29 Non-Discrimination in Employment Provisions.

14.29.1 District of Columbia Human Rights Act
a. The Contractor shall not discriminate in any manner against any employee or applicant
for employment that would constitute a violat ion of the District of Columbia Human Rights
Act, effective December 13, 1977, as amended (D.C. Law 2-38; D.C. Official Code § 2-
1401.01 et seq.) (“Act”, as used in this clause). The Contractor shall include a similar clause
in all subcontracts, except subcontracts for standard commercial supplies or raw materials. In
addition, the Contractor agrees, and any subcontractor shall agree, to post in conspicuous
places, available to employees and applicants for employment, a notice setting forth the
provisions of this non-discrimination clause as provided in Section 251 of the Act.

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

1. The Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, age, marital status, personal
appearance, sexual orientation, family respons ibilities, matriculation, political affiliation, or
physical handicap.
2. The Contractor agrees to take affirmativ e action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race,
color, religion, national origin, sex, age, marit al status, personal appearance, sexual
orientation, family responsibilities, matriculation, pol itical 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;

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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 a nd directed by the Department, the
Contractor agrees to post in conspicuous places , available to employees and applicants for
employment, notices to be provided by the Department setting forth the provisions paragraphs
1 and 2 of Section 15.28.1(b) of this Agreement, con cerning non-discrimination and
affirmative action.
4. The Contractor shall, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will receive consideration
for employment pursuant to the non-discrimination requirements set forth in Section 14.29.3.
5. The Contractor agrees to send to each labor union or representative of workers
with which it has a collective bargaining a greement, or other contract or understanding, a
notice to be provided by the Department, advising each labor union or workers' representative
of the Contractor’s commitments under this Section 14.29.1, and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
6. The Contractor agrees to permit access by the Department to all books, records
and accounts pertaining to its employment practices for purposes of investigation to ascertain
compliance with this Section 14.29.1 , and to require under ter ms of any Subcontractor
agreement each Subcontractor to permit acc ess of the Subcontractors, books, records, and
accounts for such purposes.
7. The Contractor shall include in every subcontract this Section 14.29.1 so that
such provisions shall be binding upon each subcontractor or vendor.
8. The Contractor shall take such action with respect to any subcontract as the CO
may direct as a means of enforcing these provi sions, including sanctions for noncompliance;
provided, however, that in the event the Contractor becomes involved in, or is threatened with,
litigation with a Subcontractor or vendor as a re sult of such direction by the Department, the
Contractor may request the District to enter into such litigation to protect the interest of the
District.

Section 14.29.2 Pregnant Workers Fairness

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

1. Refuse to make reasonable accommodations to the known limitations related
to pregnancy, childbirth, related medical conditions, or breastfeeding for an employee, unless
the Contractor can demonstrate that the accommodation would impose an undue hardship;
2. Take an adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee's conditions or privileges of employment, including

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failing to reinstate the employee when the need for reasonable accommodations ceases to the
employee's original job or to an equivalent position with equivalent:
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to an employee, or a job applicant, if the denial
is based on the need of the employer to make reasonable accommodations to the known
limitations related to pregnancy, childbirth, related medical conditions, or breastfeeding;
4. Require an employee affected by pre gnancy, childbirth, related medical
conditions, or breastfeeding to accept an acco mmodation that the employee chooses not to
accept if the employee does not have a known limitation relate d to pregnancy, childbirth,
related medical conditions, or breastfeeding or th e accommodation is not necessary for the
employee to perform her duties;
5. Require an employee to take leave if a reasonable accommodation can be
provided; or
6. Take adverse action against an employee who has been absent from work as a
result of a pregnancy-related condition, including a pre-birth complication.

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

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

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

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

14.29.3 UNEMPLOYED ANTI-DISCRIMINATION

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

b. The Contractor shall not:


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

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

Section 14.30 ASSIGNMENT OF CONTRACT PAYMENTS

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

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

Section 14.31 FREEDOM OF INFORMATION ACT (“FOIA”)

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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 Dist rict contract with a private contractor to perform a public
function, to the same extent as if the record were maintained by the agency on whose behalf
the contract is made. If the Contractor receives a request for such information, the Contractor
shall immediately send the request to the PM designated in Section 2.6 of this Agreement who
will provide the request to the FOIA Officer for the agency with programmatic responsibility
in accordance with the D.C. Freedom of Inform ation Act. If the agency with programmatic
responsibility receives a request for a record ma intained by the Contractor pursuant to the
Contract, the PM will forward a copy to the Cont ractor. In either event, the Contractor is
required by law to provide all responsive records to the PM within the timeframe designated
by the PM. The FOIA Officer for the agency with programmatic responsibility will determine
the releasability of the records. The District will reimburse the Contractor for the costs of
searching and copying the records in accordance with D.C. Official Code §2-532 and Chapter
4 of Title 1 of the D.C. Municipal Regulations.

Section 14.32 CAMPAIGN FINANCE REFORM ACT
Prior to the execution of this Contract, the Contractor shall complete and submit to the
Department a completed Campaign Finance Reform Act Self-Certification Form, Exhibit R,
pursuant to D.C. Official Code § 1-1161.01.

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Article 15 - TERMINATION OR SUSPENSION

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

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

Section 15.3 Termination for Default . The Department may terminate the Agreement for
default if the Contractor fails to perfor m any of its duties or obligations under the
Agreement. In particular, but without limi tation, the Department may terminate the
Agreement if:

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

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

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

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

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


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

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

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

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

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


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Article 16 - OTHER CONDITIONS AND SERVICES

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


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Article 17 – CHANGES IN THE WORK

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

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

Section 17.3 Department-Initiated Changes

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

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

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

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

Section 17.4 Notice of Change Event. The Contractor must give the Department written
notice of any Change Event within ten (10) calendar days of the date on which the
Contractor knew, or reasonabl y 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 wh ich the Contractor believes it is entitled. Such notice
is an express condition precedent to any claim or request for adjustment to the Substantial
or Final Completion Dates, or the Guar anteed Maximum Price arising from the Change
Event and, if the notice is not given within the required time, the Contractor will have waived
the right to any adjustment to the Substa ntial or Final Completion Dates, or the Guaranteed
Maximum Price arising from the Change Event.

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

Section 17.6 Changes to GMP. Subject to the condition precedent that the Contractor
have complied with the notic e and documentation provisions of this Article, and subject
to the limitations stated in this Agreement, the Contractor is entitled to an adjustment to

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the Guaranteed Maximum Price in the following cases:

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

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

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

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

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

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

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

1. For Work performed by a Subcontractor with its own forces, the
Subcontractor shall be entitled to a mar k-up of not more than five percent
(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 Contractor to self-perform, the
Contractor shall also be entitled to a mark-up of not more than five
percent (5%) of the Direct Cost of the Work. With regard to any such Work
that is self-performed by the Contractor, the markup contemplated in this
Section 17.11.1 shall be the Contractor’s exclusive compensation, and it shall
not be entitled to the markup contemplated in Section 17.11.3;

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


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

• Labor. Payment will be made for direct labor cost plus indirect labor cost

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such as insurance, taxes, fringe benefits and welfare provided
such costs are considered reasona ble. Indirect costs shall be
itemized and verified by receipted invoices. If verification is not
possible, up to five percent (5%) of direct labor costs may be
allowed.

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

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

• Materials. Incorporated and unincorporated materials as permitted under
Sections 9.1.2 (b) and 9.1.2 (c).

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Article 18 – BONDS

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


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Article 19 – CLAIMS AND DISPUTE RESOLUTION

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

ExhibitA
ExhibitB
ExhibitC
ExhibitD
ExhibitE
ExhibitF
ExhibitG
ExhibitH
ExhibitI
ExhibitJ
ExhibitK
ExhibitL
ExhibitM
ExhibitN
Exhibit0
ExhibitP
ExhibitQExhibitRExhibitS
ExhibitT
Article20—-EXHIBITS
SchematicDesignDrawings
PreliminarySchedule
Preconstructionand ConstructionPhase Deliverables
Close-OutDeliverables
KeyPersonnel
Davis-Bacon wage ratesand 29 CFR 5.5Davis Bacon Provision
Contractor'sDesignatedRepresentative
Department'sDesignatedRepresentativesandContractingOfficer
StandardContractProvisions,GeneralProvisions(Construction
Contracts)
Releaseof Lien Waivers
GMP Amendment (To be submittedlater)
FF&E Requirements(To Be Determined At GMP Amendment)
At-RiskConstructionManagement Fee Award Pool Determination
SubcontractorPerformanceEvaluationForm
EEOPolicyForm
SubcontractingPlan(TheSBEplanwillbesubmittedbeforeenteringinto
aGMP withtheContractor.)
LivingWageActof2006
CampaignFinanceReformActSelf-CertificationForm
FirstSourceEmploymentAgreement
DGS ProjectTurnover Protocol— 2024
IN WITNESS WHEREOF, thedulyauthorizedsignatoriesof thePartieshave executed
thisAgreement (DCAM-25-CS-RFP-0017) asofthe lastdateexecutedbelow.
DEPARTMENT OF GENERALSERVICESAnagencywithintheexecutivebranchofthe GCS,Inc.dbaGCS-SIGAL
By:
‘Name:KIANNA SHEPHERD . Name:
Title: CONTRACTING OFFICER a Title:
Date:
GovernmentoftheDistrictofColumbia A,
: By: ZZ. _
Gabe Oliver
Partner & SVP
Date:_O°% 13] Ik
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