Proposed to Contract No. DCAM-25-CS-RFQ-0012A with the Atmos Solutions, Inc.

MURIELBOWSERMAYOR
May28,2026
HonorablePhilMendelsonChairman
CounciloftheDistrictofColumbiaJohnA.WilsonBuilding
1350PennsylvaniaAvenue,NW,Suite504Washington,DC 20004
DearChairmanMendelson:
Pursuanttosection451oftheDistrictofColumbiaHome RuleAct(D.C.OfficialCode§ 1-204.51)andsection202oftheProcurementPracticesReformActof2010 (D.C.OfficialCode§2-352.02),enclosedforconsiderationandapprovalbytheCouncilofthe DistrictofColumbiaisproposedContractNo.DCAM-25-CS-RFQ-0012AwiththeAtmosSolutions,Inc.inthenot-to-exceedamountof$20,000,000.Thecontract’speriodofperformancewillbeoneyearfromdateof award.
Undertheproposedcontract,AtmosSolutions,Inc.willprovidedemolition,abatement,andremediationservicesviacompetitivelyawardedtaskordersforvariousfacilitieswithintheDepartmentofGeneralServices’(“DGS”)realestateportfolio.
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingtheproposedcontract.Inordertofacilitatearesponsetoanyquestionsyoumayhave,pleasecontactDelanoHunter,Director,DGS,orhaveyourstaffcontactDr.JacqueMcDonald,AssociateDirectorandChiefProcurementOfficer,DGS,at(202)727-2800.
IlookforwardtotheCouncil’sfavorableconsiderationofthiscontractmodification.
Sigcerely, Mi
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

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

COUNCIL CONTRACT SUMMARY
(Standard and multiyear)

Contract for Demolition, Abatement, and Remediation Services

(A) Contract Number: DCAM-25-CS-RFQ-0012A (the “Contract”)

Proposed Contractor: Atmos Solutions, Inc.

Contractor’s Principals: Anthony Fernando
Brian Butler
Esmond Mendez
Mekka Bolling
Proposed Guaranteed Minimum
Value (Per Base and Option Year): $50

Proposed Contract Not to Exceed
(“NTE”) Amount (Per Base and
Option Year): $20,000,000

Unit and Method of Compensation: Monthly progress payments based on lump sum
pricing pursuant to competitively awarded task order
agreements.

Term of Contract: From the date of execution of the Contract (Basic
Ordering Agreement (“BOA”)) by the Department of
General Services (“DGS” or “Department”) through
one (1) year thereafter (“Base Year”).

Type of Contract: Indefinite Delivery/Indefinite Quantity (“IDIQ”)

Source Selection Method: Request for Qualifications (“RFQ”)

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

2

The term of the Basic Ordering Agreement (“BOA”) will be for a period of one (1) base year
with an option to extend for four (4) additional one (1) year option periods. For the Base Year
and each Option Year:

Guaranteed Minimum Value: $50.00
Maximum not-to-exceed (“NTE”) Amount: $20,000,000.00

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

Under the proposed Contract , Atmos Solutions, Inc. will provide demolition, abatement, and
remediation services via competitively awarded Task Order for various Department of General
Services (“Department” or “DGS”) projects. Typical services will include the following:

• Demolition (full or partial building demolition, raze, historic façade bracing);
• Abatement/Remediation (Radon, PCBs, Lead in Drinking Water, Mold, Asbestos, Lead-
Based Paint, Asbestos Hazardous Emergency Response Act (AHERA);
• Industrial Hygiene (asbestos inspection, sampling/analysis, monitoring, mold inspection,
sampling analysis, HAZMAT surveys, noise monitoring and other similar types of work);
and
• Multiphase Site Inspection/Preliminary Assessment (Feasibility Studies, Remediation,
Soil and Groundwater Cleanup, and Rapid Response).

The proposed Contract does not authorize any specific work by the Contractor. All work will be
awarded and released on a competitive basis through individual project task order agreements, as
set forth in the Contract. Since the aggregate not -to-exceed (“ NTE”) amount of the proposed
Contract for the Base Year and each of the four ( 4) one-year Option Years exceeds $1 million,
Council approval is required for this contract action.

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

On August 12, 2025, the Department issued a Request for Qualification (“RFQ”) to solicit
Statements of Qualifications (“SOQs”) from those entities (“Offerors”) interested performing
demolition, abatement, and hazardous waste removal, for various District of Columbia owned
properties within the DGS construction portfolio (“Project Locations”). A project information
meeting was held on August 18, 2025. Five (5) Addenda were issued as follows:

- Addendum No. 1, issued on September 2, 2025, corrected the SOQ submission deadline to
September 12, 2025.

- Addendum No. 2, issued on September 9, 2025, shared the attendance list for the
information session held on August 18, 2025, and extended the SOQ submission due date to
September 22, 2025, at 2.00pm.

- Addendum No. 3, issued on September 19, 2025, extended the SOQ submission due date to

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September 29, 2025, at 2.00pm.

- Addendum No. 4, issued on September 25, 2025, revised the Executive Summary and
Section D.4.4. on Capacity.

- Addendum No. 5, issued on September 29, 2025, extended the SOQ Submission Due Date to
September 30, 2025, at 2.00pm,

On September 30, 2025, the SOQs due date, fourteen (14) Offerors submitted proposals in a
timely manner. One firm was determined non-responsive and the remaining 13 submissions were
evaluated by a Technical Evaluation Panel ( “TEP” or “Panel”), in accordance with the criteria
set forth in the RFQ.

There were four (4) technical categories, each worth 25 points for a total of 100-point. The
evaluation categories were as follows:

1. Past Performance, Experience & References;
2. Key Personnel;
3. Project Management Plan; and
4. Capacity.

In addition, Certified Business Enterprise Preference Points (up to 12 points) were included for a
possible total point amount of up to 112.

After the Panel members completed their individual evaluations of the SOQs, the Panel met on
December 4th and December 5th, 2025, to develop the consensus technical score for each Offeror.
In developing and reaching the consensus score, the Panel discussed the details of each of the
SOQS considering the evaluation factors and sub factors.

The RFQ established a minimum score of 82, including CBE preference points, to be eligible for
award. A total of six O fferors met the minimum score, including Atmos Solutions, Inc., were
selected for award of the proposed BOAs.

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

The contract award was not protested.

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

The Contractor has been in business since 2018 and offers a comprehensive range of services
designed to meet diverse industry needs. The Contractor’s expertise spans construction, labor

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compliance, workforce development, facility maintenance, and environmental solutions. The
Contractor is a certified business enterprise (“CBE”) firm and has successfully provide d, among
other services, full -service demolition, abatement, environmental remediation, and related site
preparation services for District projects including Benning Road Transfer Station, St. Elizabeths
East Campus Dry Barn, and 801 East Men’s Shelter. T he Contractor has consistently performed
in a satisfactory manner for multiple District of Columbia Public Schools and the DC Housing
Authority projects. The Contractor has demonstrated to have the organization, financial stability
and personnel to successfully perform the required services. Additionally, the Contractor has been
determined responsible in accordance with Title 27 DCMR Section 4706.

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

Pursuant to the Contract, competitive task order agreements will be issued for projects on an as -
needed basis. As appropriate, subcontracting plans will be submitted for review and approval for
each task order agreement with a value of $250,000.00 or more.

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

In general, the Contractor will provide a range of demolition, abatement, and remediation services
at various District owned facilities through competitively awarded task orders. The task order will
set forth a general description and requirements of the given project, a lump sum price or other
terms of compensation, project milestones, substantial and final completion dates, and liquidated
damages. The Department will monitor the Contractor’s adherence to all terms and conditions of
the task order. In addition, all work performed will be subject to the Standard Contract Provisions
(General Provisions) for Construction contracts and where applicable Architectural and
Engineering contracts.

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

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

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

None.

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

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The Office of the Chief Financial Officer has certified the guaranteed minimum value of $50 of
the proposed contract is within the appropriated budget authority for the agency and is consistent
with the financial plan and budget adopted in accordance with D.C. Official Code §§ 47-392.01
and 47-392.02. The applicable Fiscal Sufficiency accompanies this Council package.

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

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

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

The Citywide Clean Hands database indicates that the Contractor is current with its District taxes.
The relevant Clean Hands Certificate accompanies this Council Package.

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

The Contractor has certified that it is in compliance with federal tax laws.

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

According to the DSLBD website, the Contractor is a Certified Local, Small, Disadvantaged
Business Enterprise. The Contractor’s Certification Number is LSDRE48572102027 with an
expiration date of October 15, 2027.

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

None.

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

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

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

The Department issued Determination and Findings for Contractor Responsibility with respect to
proposed Contract No. DCAM-25-CS-RFQ-0012A with the Contractor , in which DGS’
Contracting Officer concluded that the Contractor is responsible.

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

The Contract, if approved, will be posted on the Department’s website.

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

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

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

Based upon a certification from the Contractor, the Contractor has been determined not to be in
violation of D.C. Official Code § 1-1163.34a; and will not be in violation of D.C. Official Code §
1-1163.34a.

Exhibit A

Contracts that Atoms Solutions Currently Holds With District Agencies (not only DGS):

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Contract Number

Project Caption

Project Value
1. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0019 CHEC & Noyes Exterior Doors Replacement $2,728,216.74
2. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0060
DB Construction of the New Carver/Langston and
Riggs Road/South Dakota Avenue Triangle Parks $675,000.00
3. CW108992/TO3 DHCD 248 - House Renovation $161,565.51
4. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0009 DB Emery Elevator $1,671,119.27
5. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0106 Oxon Run Fitness/Park $1,091,733.75
6. DCAM -24-CS-RFP-0009 DC Stabilization and Sobering Center Renovation –
Park Road $8,289,369.04
7. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0074 McKinley Exterior Door Restoration & Replacement $1,584,016.15
8. DCAM -24-CS-IFB-0016 Benning Road Raze and Abatement $21,202,268.32
9. DCAM -24-CS-RFP-0031 CMAR Rosedale Pool Replacement $5,585,175.65
10. DCAM-24-CS-RFP-0013 DB Emery HVAC Replacement $17,771,565.33
11. CW108996 DHCD Batch 240 $344,142.88
12. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0004
DB Services for Barry Farm Recreation Center HVAC
Upgrades $2,271,734.97
13. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0161 HSEMA Parking Lot $1,000,000.00
14. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0005
DB Key ES, Noyes ES, and Sousa MS Boilers
Replacement $3,410,257.29
15. DCAM-20-CS-RFQ-
0001T / RFTOP-CS-0055
Walter Pierce Upgrades Phase 2 $936,471.97
16. DCAM-20-CS-RFQ-0002 Eastern Market Upgrades $1,729,191.39
17. DCAM-25-CS-RFP-0001 DB KC Lewis Swing Space to Support Seaton
Elementary School Modernization $14,000,000.00
18. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0056 DB Pickleball Court Improvements $750,000.00
19. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0074 McKinley Roof Replacement $2,091,762.47
20. CW108992 DHCD Batch 249 $50,240.79

21. DCAM-22-CS-IFB-0005 New Jersey & O St Park $1,511,117.75
22. DCAM-26-CS-RFP-0001 Sharpe Health School HVAC Upgrades and Roof
Replacement $995,000.00

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23. DCAM-20-CS-RFQ-
0001T TO17 DB MBB SBOE Office Renovation and Upgrades $655,081.00
24. DCAM-22-CS-RFQ-
0016B TO 23
Kelly Miller Stairway and Cross-Corridor Door
Replacement $111,099.67
25. DCAM-20-CS-RFQ-
0001T Turkey Thicket Recreation Center Upgrades $957,018.00
26. DCAM-25-CS-RFP-0014 Redevelopment St. Elizabeths East Campus –
Relocation of Historic Building 88 $950,000.00

Projects Atmos Solutions Is Currently Seeking With District Agencies (not only DGS):
Contract Number Project Caption Project Value
1. DCAM -25-CS-RFP-0018 DB Services for Camp Riverview Renovation $8,000,000.00

List of recently completed projects;

Contract Number Project Caption Project
Value
1. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0010
DB Tubman ES@ Banneker ES & Thomas ES @
Kenilworth ES Swing Space $1,208,888.30
2. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0006

DB-Davis ES-CDC Swing Space Upgrades $2,491,485.11
3. DCAM -24-CS-IFB-0008 Engine House #2 Roof Replacement $437,468.53
4. DCHA 0016 -2024 K DCHA Syphax 2nd Round $243,450.00
5. CW108992/TO6 DHCD Batch 2502 $50,679.67
6. DCAM-20-CS-RFQ-
0001T / RFTOP-CS-
0200

DB Palisades Recreation Center Dog Park

$735,650.13
7. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0047 Marie Reed ES Soccer Field Replacement $903,802.93
8. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0007

DB Plummer ES Cafeteria/Kitchen Reno/Addition $5,112,404.73

1101 4th Street, SW
Washington, DC 20024
Date of Notice: May 5, 2026 L0016562272Notice Number:
FEIN: **-***1304
Case ID: 18965412

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
ATMOS SOLUTIONS INC
6856 EASTERN AVE NW
WASHINGTON DC 20012-2165

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

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum

To: Delano Hunter
Director, Department of General Services

From: Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services

Reference: Basic Ordering Agreement for Demolition, Abatement and Remediation Services
Contract No. DCAM-25-CS-RFQ-0012A with Atmos Solutions, Inc.

Date: March 25, 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 Contract No. DCAM-25-CS-RFQ-0012A for Demolition,
Abatement and Remediation Services between the Department and Atmos Solutions, Inc. (the
“Contractor”) with a Not -To-Exceed (“NTE”) value of $20,000,000.00, has a guaranteed
minimum value of $50.00, that is consistent with the Department’s current budget, that adequate
funds are available in the budget for the expenditure and that the amount will not unbalance the
capital fund for the contract. The $50.00 minimum value is hereby approved.

Funds supporting individual task order agreements, above the minimum amount approved of
$50.00, to be issued against the base period (“Base Period”) and four (4) one -year option periods
(“Option Years”) aggregate NTE value of $20,000,000.00, will be reviewed for certification and
approval at the time of issuance of any such task order agreements. Each task order is subject to the
availability of appropriated funds. Task orders, ineligible for capital expenditure, will be funded
under the Department of General Services (“DGS”) operating budget, if funding is available.

The Department of General Services (AM0 -Implementing AGY/Owner GA0) has $50.00 in its
cumulative capital budget allotment balance.

The PASS information is attached/ below:
Fiscal Sufficiency Review
Demolition, Abatement and Remediation Services
Contract Number: DCAM-25-CS-RFQ-0012

Project Number/
Name

Subtask

AY
Fund
Detail
Imp.
Agency
Owner
Agency
RK/PO Amount Comments
100065 -
AM0.GM121C.MAJOR
REPAIRS/MAINTENA
NCE - DCPS
4.01 -
MJMND.95101.MAJ
OR
REPAIRS/MAINTEN
ANCE.CAP PROJ -
PHYSICAL PLANT
(GA0)
n/a 3030300 AM0 GA0 RK324539 $50.00
Total $50.00

_____________________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Services

for AHB

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

MEMORANDUM

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

FROM: Kristen Walp
Interim Deputy General Counsel

SUBJECT: Legal Sufficiency Certification

Basic Ordering Agreement for Demolition, Abatement, and Remediation Services

Contract Number: DCAM‑25‑CS‑RFQ‑0012A
Contractor: Atmos Solutions, Inc.

DATE: May 13, 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 and Council
approval; (ii) Council’s approval of the same; and ( iii) a Fiscal Certification issued by the
Department of General Services’ Agency Fiscal Officer.

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

____________________________
Kristen Walp
Interim Deputy General Counsel

BASIC ORDERING AGREEMENT
DEMOLITION, ABATEMENT, AND REMEDIATION
DCAM-25-CS-RFQ-0012A

This BASIC ORDERING AGREEMENT (“Agreement” or “Contract” or “BOA”) is made by
and between the DISTRICT OF COLUMBIA GOVERNMENT , acting by and through its
DEPARTMENT OF GENERAL SERVICES (the “Department” or “DGS”) and ATMOS
SOLUTIONS, INC. (“Contractor”) duly organized under the laws of Washington, DC and with
a place of business at 6856 Eastern Avenue NW, Suite 205, Washington, DC 20012 (the
“Contractor” and collectively, the “Parties”).

ARTICLE 1
NATURE OF AGREEMENT

Section 1.1 Nature of Agreement. This Agreement is issued pursuant to the
Department’s Request for Qualification for Demolition, Abatement, and Remediation at Various
DGS Facilities (Solicitation Number DCAM-25-CS-RFQ-0012) (the “RFQ”). The Contractor, by
virtue of this Agreement, will be included in the Department’s roster of contractors eligible to
compete, as set forth in Section 1.3 of this Agreement, with other pre -qualified contractors for
public utility design, installation, and infrastructure improvements projects for various District of
Columbia owned properties within the DGS construction portfolio. This Agreement does not
authorize any specific work or constitute a guarantee that any work will be assigned to the
Contractor. All work will be awarded and released through individual project Task Orders
as set forth in Section 1.4 of this Agreement.

Section 1.2 The term Agreement shall include this Contract, any and all Task Orders,
the Department’s Standard Contract Provisions (Construction and Architectural/Engineering, if
applicable), as amended, attached hereto as Exhibit A1 and Exhibit A2, all other exhibits attached
hereto, and/or any document incorporated by reference.

Section 1.3 Competitive Bidding.

Section 1.3.1 For each project identified and funded by the Department to be competed
among Contractors that entered into BOAs pursuant to the RFQ, the Department will develop a
scope of work. The scope of work will be issued to three (3) or more of the Contractors via a
Request for Task Order Proposals (“RFTOP”), and in most cases, each of those contractors will
be provided with an opportunity to walk the project with the Department’s representatives in order
to better understand and clarify the required work. Offerors must ensure they have sufficient
capacity to meet the contract requirements prior to submitting their proposal. An offeror
that lacks adequate capacity may be excluded from evaluation and deemed ineligible for an
award.

Section 1.3.2 The Department contemplates that the scopes of work that will be issued to
the Contractor during the bidding phase will not include complete drawings. The parties

acknowledge and agree that the Contractors may be required to complete work on a design -build
or design-assist basis or any such other method as described in the RFTOPs.

Section 1.3.3 Each contractor will be required to submit, within the time allotted by the
Department, a lump sum price, guaranteed maximum price (“GMP”) or such other pricing as may
be requested by the Department for the proposed work (such price, “Task Order Price”). A bsent
specific instructions to the contrary, proposed Task Order pricing should be “all inclusive” and
should include sufficient funding to cover all of the Contractor’s costs necessary to complete the
project, including, but not limited to, profit, home a nd field office overhead, supervision, labor,
materials, equipment, bonds, insurance and any other professional services as may be required to
complete the design, other type of work or to obtain the necessary permits. The Contractor shall
be responsible for using the then -current Davis -Bacon wage determination or Service
Contract Act (as applicable) when developing its pricing for any given project.

Section 1.3.4 The Department will select the Contractor to be awarded such project
primarily based on price (task orders requiring a GMP will be awarded based primarily on the total
cost of the offeror’s Design Fee, Preconstruction Fee, General Conditions, Design -Build Fee
(Overhead and Profit) and any Allowances), but the Department reserves the right to consider
non-price factors when making such decisions and will also consider differences in the scope
and/or proposed finishes, equipment and materials. RFTOPS will detail award criteria for the
project.

Section 1.3.5 In the event the Contractor is selected for a project, the Contractor shall
enter into a Task Order Agreement (“Task Order Agreement”). The Contractor shall not proceed
with any work unless and until such Task Order Agreement is fully executed by the Department’s
Contracting Officer (“Contracting Officer” or “CO”) and the Contractor is directed to begin work.
Before the Department executes the Task Order Agreement, the Contractor must resolve any clean
hand compliance matters with relevant aut horities including, but not limited to the District of
Columbia Office of Tax and Revenue (“OTR”).

Section 1.4 Task Orders Agreement . Any and all work performed under any Task
Order (Exhibit E) issued pursuant hereto shall be governed by the terms and conditions set forth
in the BOA. It is contemplated that individual Task Orders shall, in general, contain the following
information: (i) a description of the scope of work included in such Task Order; (ii) a lump sum
price and/or such other terms of compensation for the work included in the Task Order’s scope of
work; (iii) the Substantial Completion Date for the Task Order’s scope of work and/or such other
schedule requirements for Task Order; (iv) liquidated damages; (v) name and contact information
for the assigned Program Manager and Project Manager (each, a “PM”); and (vi) any other specific
requirements of the scope of work. The Task Order shall also set forth a general description and
requirements of the given project (such description and requirements, the “Project”).

Section 1.5 Term of Agreement. The Agreement shall be effective from the date of
execution by both parties through one year from such date (such time period, the “ Term”). Any
and all work assigned to the Contractor pursuant to a Task Order issued pursuant to the Agreement

must be completed within the Term of the Agreement, and no later than the Substantial Completion
Date identified in the individual Task Order Agreement.

Section 1.6 Option Year. The Department shall have the right to extend the term of
this Agreement for four (4) one-year option periods (each such period, an “Option Year”), the first
of which would begin on the date that the base year Term expires and end one year from the date
that such Term expires; the second of which would begin on the date that Option Year 001 expires
and end one year from the date that Option Year 001 expires; the third of which would begin on
the date that Option Year 002 expires and end one year from the date that Option Year 002 expires;
and the fourth of which would begin on the date that Option Year 003 expires and end one year
from the date that Option Year 003 expires. In the event the Department desires to extend the
Term of this Agreement pursuant to this Section 1.6, the Department shall provide the Contractor
with written notice of such election at least thirty (30) days prior to the beginning of the applicable
Option Year.

Section 1.7 Standard Task Order Provisions. Unless otherwise expressly stated in a
Task Order, all of the provisions of Article 3 through Article 14 of this Agreement shall be deemed
incorporated into the Task Order as if set forth therein.

Section 1.8 Minimum Value of Agreement. The Contractor shall be entitled to receive
a minimum of Fifty Dollars ($50) during the base year and each option year period.

Section 1.9 Not-to-Exceed Maximum Value of Agreement. In addition, this
Agreement has an aggregate not-to-exceed amount of Twenty Million Dollars ($20,000,000.00)
(the “NTE Amount”). It is understood that the Contractor is not authorized to proceed with any
work based solely on this Agreement. Any and all work performed under this Agreement shall be
authorized by a written Task Order Agreement. In no event shall t he Contractor be entitled to
recover in the aggregate, pursuant to this Agreement and any and all Task Order Agreements
issued pursuant hereto, more than the NTE Amount, unless and until the Department’s Contracting
Officer has authorized the Contractor to exceed the NTE Amount in advance and in writing
through a duly executed Change Order to this Agreement. In addition, each Option Year shall have
the same value as the base period; thus, for each Option Year exercised by the Department, the
minimum value of services will be Fifty Dollars ($50) and an aggregate NTE Amount of Twenty
Million Dollars ($20,000,000.00). All amounts must be authorized by Task Order Agreements.

ARTICLE 2
GENERAL PROVISIONS

Section 2.1 Relationship of Parties. The Contractor accepts the relationship of trust
and confidence established with the Department by this Agreement, and covenants with the
Department to furnish the Contractor’s reasonable skill and judgment and to cooperate with the
Program Manager in furthering the interests of the Department. The Contractor shall use its best

efforts to perform the Project in an expeditious and economical manner consistent with the
interests of the Department.

Section 2.2 General Scope of Project. The Department anticipates that the projects
assigned through Task Orders pursuant to this Agreement will be small, medium and large -sized
projects, including but not limited to the following;

• Demolition (full or partial building demolition, raze, historic façade bracing)
• Abatement/Remediation (Radon, PCBs, Lead in Drinking Water, Mold, Asbestos,
Lead-Based Paint, Asbestos Hazardous Emergency Response Act (AHERA).
• Industrial Hygiene (asbestos inspection, sampling/analysis, monitoring, mold
inspection, sampling analysis, HAZMAT surveys, noise monitoring and other similar
types of work).
• Multiphase Site Inspection/Preliminary Assessment (Feasibility Studies, Remediation,
Soil and Groundwater Cleanup, and Rapid Response).
Such work shall be performed on an as directed/as needed basis and must be completed by the
Substantial Completion Date specified in each competitively bid Task Order Agreement.

Section 2.3 Completion Date. Subject to the Excusable Delay provisions of this
Agreement, the Contractor agrees to substantially complete the Project on or before the date set
forth in the individual Task Order for any given project.

Section 2.4 Program Manager and Project Manager. The Department shall assign a
Program Manager and Project Manager (each a “PM”) to oversee the Contractor’s work under any
Task Order. The name and contact information for the assigned PMs will be specified in the
applicable Task Order. The Contractor shall take direction from, and coordinate its work with, the
assigned PMs. The Contr actor will be required to develop work plans that are coordinated with,
and acceptable to, the PMs assigned to each project. The Contractor acknowledges, however,
that the Program Manager and Project Manager shall not be authorized to modify any of
the rights or obligations of the Department or the Contractor pursuant to the Agreement, or
to issue Task Orders, Change Orders or Change Directives. The Contractor hereby
acknowledges and agrees that only a duly authorized contracting officer of the Department
shall have the authority to issue Task Orders, Change Orders or Change Directives on the
Department’s behalf.

Section 2.5 Administrative Matters

2.5.1 Use of ProjectTeam. The Contractor shall utilize the Department’s Prolog system
to submit any and all documentation required to be provided by the Contractor for the Project,
including, but not limited to, (i) requests for information; (ii) submittals; (iii) meeting minutes; and
(iv) proposed Changes.

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

Section 2.6 Central Office. During the Term of this Agreement, the Contractor shall
maintain a central office that is staffed between the hours of 7am - 5pm Monday through Friday.
This office will be used to manage work associated with this Agreement. A separate office does
not need to be established, and it is acceptable if the Contractor elects to run projects from its
current office. The office should be equipped with telephone lines, a fax machine, email, access to
the internet and such other equipment and supplies as are necessary to fulfill the work required
under this Agreement.

Section 2.7 Coordination with DGS

Section 2.7.1 Working Hours. The Contractor is required to coordinate with the
assigned Project Manager for each individual project. The work may be performed during normal
business hours; however, the Contractor may be required to work after hours or on weekend and
holidays so as to not adversely impact the work of the District of Columbia employees/and or
contractors. The Contractor will base its bid on normal working hours; off -peak rates will be
handled on a case by case basis during price negotiations for projects requiring work after normal
business hours. The Contractor will be required to develop work plans that are coordinated with,
and acceptable to, the Project Manager and/or the Program Manager assigned to the Task Order.
If work is to be performed in an occupied facility, the Contractor will be required to submit an
initial coordination plan (“ Coordination Plan ”) with its Task Order proposal for the project
describing how the Contractor will work with the Department and the facility occupants to ensure
that the project proc eeds smoothly in order to minimize impact on facility operations . Such
Coordination Plan would be evaluated as part of the bidding process described in Section 1.3
above.

Section 2.7.2 Supervision & Coordination. The Contractor shall properly supervise and
coordinate its work. At a minimum, the Contractor will undertake the following tasks:

(1) Participate and assist in Project/Planning meetings;

(2) Maintain full-time on-site construction supervision and provide daily inspections,
quality control, monitoring, coordination of various trades, record drawings, and
daily work log;
(3) Coordinate work with any on-site personnel so as to ensure that their activities are
not adversely affected;
(4) Conduct periodic progress meetings following a Contractor generated agenda with
the Program Manager;
(5) Provide general safety and signage and posting for the project and see that each
subcontractor prepares and submits adequate safety program and monitoring
throughout the project;
(6) Obtain all job permits and approvals from the Department of Buildings (“DOB”)
that are required to perform and complete the work, unless otherwise noted herein
or in the Task Order;
(7) Prepare payment requests, verify accuracy and forward to Department for approval
and payment;
(8) Assemble close-out documents required;
(9) Provide assistance to the Department through all applicable warranty periods.
(10) Coordinate its work with all third parties so as not to delay the critical path of the
Project; and
(11) Prepare and submit to the Department construction meeting minutes, progress
meeting minutes, daily logs, inspection reports, preliminary and baseline schedules,
(Primavera format) and schedule updates demonstrating the critical path of the
Project (Primavera format).

ARTICLE 3
PRECONSTRUCTION DELIVERABLES

Section 3.1 Schedule. Within seven (7) days of the issuance of a Notice to Proceed
(“NTP”) for any Task Order awarded by the Department, the Contractor shall be required to submit
to the Department for its approval a schedule for the project. Such schedule shall include a schedule
for submittals and key milestones that are reasonably acceptable to the Project Manager. The
Contractor shall not begin any construction activities until the Project Manager has approved a
schedule for the Task Order. Unless otherwise authorized by the Task Order, prior to mobilizing
to the Project site and commencing work, the Contractor shall complete those activities set forth
in this Section 3.1 including Sections 3.2, 3.3, 3.4 ,3.5, 5.13, 5.14 and 5.15.

Section 3.2 Potential Subcontractors and Suppliers. Within the timeframe specified
in each Task Order, and after issuance of a Task Order by the Department, the Contractor shall
furnish to the Project Manager a list of the subcontractors and suppliers that will work on this
Project as well as a general desc ription of each such subcontractor’s scope of work. Within five
(5) business days after such list is submitted, the Project Manager shall advise the Contractor if it
has any objection to any of the listed subcontractors or suppliers. In the event the Project Manager

has a reasonable objection to any such subcontractor or supplier, the parties shall discuss such
objection and agree on an appropriate course of action.

Section 3.3 Design Services. Prior to providing its bid for a Task Order Agreement,
the Contractor will have an opportunity to review and ask questions regarding the scope of work
for the Task Order and to ascertain what design services, if any, are necessary in order to complete
the Project and which will be included in its price the costs of any necessary design services, and
the Contractor shall be required to provide, at no additional cost to the Department, such design
services as are necessary to implement the Project. The Contractor and the Project Manager shall
agree upon the exact design services to be required prior to the commencing of construction
services.

Section 3.4 Design Reviews/Submittals. On or before the dates specified in the
approved detailed schedule ( see Section 3.1), the Contractor shall submit the necessary design
information (i.e. permit drawings, shop drawings, submittals, sketches, etc.) to the Project Manager
for review and approval. Unless a different timeframe is established in the approved detail ed
schedule, the Project Manager shall have five (5) business days to review such documents. In the
event the Project Manager finds such document s to be unacceptable, the Contractor shall be
required to revise and resubmit such documents. The Contractor shall not commence construction
activities unless and until such documents have been approved by the Project Manager. Any delays
that result from d esign resubmissions shall be considered Non -Excusable. In addition, the
Contractor shall coordinate with the Program Manager and the Department’s architect/engineer (if
applicable) with respect to requests for information (“RFIs”), architect’s supplemental instructions
and other construction administration, as well as the District of Columbia Historic Preservation
Review Board (“DCHPRB”) and Commission of Fine Arts (“CFA”), as required.

Section 3.5. Permits. Unless otherwise specified in the Task Order, it is understood that
the Contractor shall be required to secure and pay for any and all permits, governmental fees,
licenses and inspections necessary for the execution and completion of the work. The Department
shall cooperate with the Contractor in securing such permits, licenses and inspections; provided
however, the Department shall not be required to pay the fees for such permits, licenses and
inspections unless otherwise noted in the Task Order. The costs of any such fees or inspections
are included in the Task Order Price.

ARTICLE 4
CONTRACT SUM

Section 4.1 Lump Sum Price or Other Terms of Compensation. For the work
covered by any given Task Order, the Contractor shall be paid the lump sum price, GMP or other
terms of compensation set forth in the Task Order (“Contract Sum”) to fully complete the Project.

Section 4.2 Nature of the Contract Sum. The Contractor acknowledges and
understands that the Contract Sum is based on the scope of work included with the Project Task
Order. It is understood and agreed that the Contract Sum represents the Contractor’s payment to

fully complete the Project. The parties acknowledge and agree that it is their intent to have the
Contractor to construct and deliver a fully functional Project as contemplated in the Scope of Work
for the Contract Sum and consistent with the Project Schedule. In furtherance of such intent, the
Contractor hereby assumes the risks associated with and shall be responsible for (i) any changes
in market conditions that affect the cost of labor or materials; (ii) coordination issues between any
drawings for the Project; (iii) elements of work not shown on the Scope of Work, but which are
reasonably inferable from the Scope of Work; (iv) cost associated with acceleration of the work
and expediting of materials necessary to meet the Project Schedule which are the result of anything
other than an Excusable Delay; and (v) the risk of subcontractor default.

Section 4.3 Risks Assumed by Contractor . By submitting a bid for any project, the
Contractor shall be deemed to have thoroughly examined the terms of the RFTOP, the Drawings
and Specifications that may be included with the RFTOP, and shall constitute its acknowledgement
that it has been provided with an opportunity to visit the Project site and that such Offeror has had
the opportunity to become familiar with local conditions under which the work is to be performed.
Further, in submitting any such bid, th e Offeror shall be deemed to represent that it has satisfied
itself that it can undertake the work for the stated cost. Among other things, by submitting a bid,
the Offeror assumes the following risks: (1) the nature of the land and subsoil unless such
conditions constitute a Differing Site Condition under Article 4.A of the Standard Contract
Provisions for Construction Contracts; (2) the form and nature of the site and surrounding areas;
(3) details and levels of existing pipe lines, conduits, sewers, dra ins, cables or other existing
services; (4) the quantities, nature and availability of the materials, tools, equipment and labor
necessary for the completion of the work; (5) the means of access to the site and any
accommodation that may be required; (6) u ncertainties of weather and physical conditions at the
site; and in general to have itself obtained all necessary information as to risk contingencies,
climatic, hydrological and natural conditions and other circumstances which may influence or
affect his performance of the work.

Section 4.4 Allowances. To the extent that the Contract Sum related to a Task Order
includes one or more allowances, such allowances shall be reflected on the Schedule of Values
attached to such Task Order. The Contract Sum associated with that Task Order shall be adjusted
(either upward or downward) by change order to reflect the actual cost of the work covered by
such allowance. However, the Contractor shall not exceed the allowance amount specified in each
Task Order Agreement without the Contracting Officer’s approval.

Section 4.5 Tax Exempt Status. The Department expects that the Project will qualify
as tax-exempt under the applicable laws, and such tax exemption shall be reflected in the Contract
Sum.

ARTICLE 5
CONSTRUCTION PHASE

Section 5.1 General. The Construction phase for the work covered by a Task Order
shall commence when the Project Manager issues an NTP for Construction. The Contractor shall
construct the work described on the approved design submittals including any work that is not
specifically shown thereon but is reasonably inferable therefrom or necessary for a fully
functioning Project. The work shall be carried out in a workmanlike and timely fashion. All
materials and equipment to be incorporated into the Project shall be new and previously unused,
unless otherwise specified, and shall be free of manufacturing or other defects.

Section 5.2 Mandatory Subcontract Provisions. To the extent the Contractor intends
to subcontract a portion of the work, any subcontract in excess of $25,000 shall include the
following provisions:

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

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

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

(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) that the Subcontractor or supplier shall comply immediately with a written order
from the Department to the Contractor to suspend or stop work;

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

(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.);

(8) that, if the Department terminates the Agreement for convenience, the Contractor
may similarly terminate the subcontract or supply agreement for convenience, upon
seven (7) days' written notice to the Subcontractor or supplier, and that the
Subcontractor or supplier shall, in such a case, be entitled only to the costs set forth
in the Termination for Convenience provisions of this Agreement;

(9) that the Department shall have the right to enter into a 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;

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

Section 5.3 Certified Subcontractors. The Contractor shall not substitute or replace
any Subcontractor or supplier certified by the District of Columbia Department of Small and Local
Business Development (“DSLBD” or “Department of Small and Local Business Development”)
without the Department's Contracting Officer and the Director of DSLBD’s prior written consent.

Section 5.4 Payment by Joint Check in Certain Instances. If it comes to the
Department's attention that a Subcontractor or supplier has not been paid in timely fashion (other
than for disputed amounts), and if the Contractor fails to cure the problem within five (5) calendar
days after the Department gives it written notice of the failure to pay, the Department may make
payments to the Subcontractor or supplier and Contractor by joint check, if permissible.

Section 5.5 Site Observations. The Contractor shall visit the site, become familiar with
local conditions under which the work is to be performed and correlate personal observations with
requirements of the Agreement, Task Order, and approved design submittals; as provided for
projects solicited under the RFTOPs. The Contractor shall carefully study and compare the
Agreement, Task Order, and approved design submittals with each other and with information
furnished by the Department. Before commencing activities, the Contractor shall (1) take field
measurements and verify field conditions; (2) carefully compare this and other information known
to the Contractor with the Agreement, Task Order, and approved design submittals; and (3)
promptly report errors, inconsistencies or omissions discovered to the Department. Once work is
started, the Contractor assumes the responsibility and costs for the work and the cost of correcting
work previously installed. Once work is started, Contractor assumes the responsibility and costs
for the work and the cost of correcting work previously installed.

Section 5.6 Warranty of the Construction Work. The Contractor warrants to the
Department that materials and equipment furnished under Task Order will be of good quality and
new and previously unused unless otherwise expressly permitted in writing, and shall be free of
manufacturing or other defects and that for the one (1) year period following the Substantial

Completion Date the construction work will be free from defects not inherent in the quality
required or permitted, and that the work will conform to the Scope of Work and/or any approved
design documents. The Contractor’s warranty excludes remedy for damag e or defect caused by
abuse, modifications not executed by the Contractor, improper or insufficient maintenance,
improper operation, or normal wear and tear and normal usage. The Contractor and a representative
of the Department shall walk the project toge ther eleven (11) months after the Substantial
Completion Date to identify any necessary warranty work. In the event the Contractor fails to
schedule such a walk, the warranty period shall be extended until such time as the Contractor
schedules such a walk.

Section 5.7 Extent of Responsibility and Site Conditions . The Contractor shall be
entitled to submit a change request for differing site conditions only to the extent that such
conditions could not have been discovered by a competent visual inspection of the site and are of
unusual nature and differ materially fr om those ordinarily encountered and generally recognized
as inhering to work of the character provided for in the Contract (such circumstances, “Differing
Site Conditions”). The term Differing Site Conditions shall mean subsurface conditions on or
adjacent to the Project site which differ materially from those indicated in the geotechnical reports
prepared by the Contractor. The term Differing Site Conditions shall also i nclude unknown
physical conditions at the site of an unusual nature which differ materially from those ordinarily
encountered and generally recognized as inhering to work of the character provided for in this
Contract. Prior to commencing construction, th e Contractor shall be required to conduct a
thorough review of the Project site and the surrounding area and shall document its findings. In
the event the Contractor fails to undertake and document such a thorough review, the Contractor
shall be deemed to have known of those conditions which a thorough review would have detected.
Any Change Request related to Differing Site Conditions shall be made pursuant to the Standard
Contract Provisions.

Section 5.8 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.

Section 5.9 Progress Meetings. The Contractor shall schedule and conduct at a
minimum bi-weekly progress meetings at which the Department, the Program Manager and the
Contractor and appropriate subcontractors can discuss the status of the work. The Contractor shall
prepare and promptly distribute meeting minutes.

Section 5.10 Written Reports. The Contractor shall provide written reports to the
Program Manager on the progress of the entire work in accordance at least every other week,
including, but not limited to, a baseline schedule and schedule updates with narrative
demonstrating the critica l path of the Project in Primavera format. 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 architect/engineer and the Project Manager and/or the Program Manager and on
a monthly basis a copy of the log shall be submitted to the Department.

Section 5.11 Key Personnel.
The Offeror’s personnel should have the necessary experience and licenses to perform the required
work. Toward that end, Offerors should include within their Proposal a description of the staff
available to perform this work and their qualifications.

The Contractor will not be permitted to reassign any of the key personnel unless the Department
approves the proposed reassignment and the proposed replacement. When submitting a Task
Order proposal, at a minimum, the Contractor will be required to propos e and commit to one or
more specific Project Managers and Field Superintendents for the particular project. To carry out
the work associated with the resulting Task Order, the Contractor shall provide at least the key
personnel identified in its proposal w hich shall be included as an exhibit to the Task Order, and
indicate the function(s) each will carry out for the proposed project and indicate what percentage
of each such persons time will be devoted to the Task Order project. The Contractor shall not
replace any of the key personnel without the Department's prior written approval.

Section 5.12 Work by Separate Contractors. The Department reserves the right to
perform construction or operations related to the Project with Department’s own forces, and to
award separate contracts in connection with other portions of the Project or other construction or
operations on the site.

Section 5.13 Site Safety and Clean-Up.

The Contractor will be required to: (i) provide a safe and efficient site, with controlled access,
including the installation and provision of such safety barricades, enclosures and overhead
protection as may reasonably be required by the Department and as may be necessary to ensure a
safe workplace or as may be required by OSHA or other applicable law, and to remove such at the
end of the Work and leave the site in broom clean condition; (ii) be responsible for the security of
its tools, equipment and mate rials that are stored at the site; (iii) provide wheel washing stations
on site so as to prevent the accumulation of dirt and other refuse on the streets surrounding the
Project site; (iv) be responsible for site security; and (v) be responsible for the co st 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. Such safety and clean -up shall include, but
not limited to, the following:

Section 5.13.1 Safety Plan. Prior to the start of construction activities, the Contractor shall
prepare a safety plan for the construction phase conforming to OSHA 29 CFR 1926 (such plan,
the “Safety Plan”). This plan will be submitted to the Department for its review and approval
prior to the commencement of construction. Once such plan has been approved, the Contractor
shall comply with it at all times during construction. The Contractor shall be re quired to revise
the plan as may be reasonably requested by the Department. The cost of revising and complying
with the plan shall not entitle the Contractor to an increase in the Task Order Agreement Price.

Section 5.13.1.1 Safety Barriers/Fences. As part of its responsibility for Project
safety, the Contractor shall install such fences and barriers as may be necessary. The Contractor
shall develop a plan that describes the proposed separation and the specific nature of the fences
and barriers that will be used.

Section 5.13.1.2 Site Security. The Contractor shall be responsible for site security
and shall be required to provide such watchman as are necessary to protect the site from unwanted
intrusion.

Section 5.13.1.3 Exculpation. The right of the Department to comment on the
Safety Plan and the nature and location of the required fences and barriers shall in no way absolve
the Contractor from the obligation to maintain a safe site.

Section 5.14 Site Logistics Plan . Prior to the start of construction activities, the
Contractor shall prepare a Site Logistics Plan. The Site Logistics Plan shall address: (i) the manner
in which the Contractor intends to organize the site; (ii) the location and description of site fences
and other safety barricades intended to prevent the public from entering the site; (iii) the location
of construction entrances and wheel washing stations; and (iv) parking restrictions and procedures
that will apply to the employees of Contractor and its subcontractors.

Section 5.15 Quality Plan. Prior to the start of construction activities, the Contractor
shall prepare a Quality Plan. The Quality Plan shall address: (i) the processes employed by the
Contractor to ensure quality assurance; (ii) to determine how items are checked for quality and
which items need to be checked; (iii) list the specific quality materials used during the project
including standards, guidelines, checklist, templates, procedures, user guides and processes; and
how the Contractor will handle defective items.

Section 5.16 RESERVED

Section 5.17 Salvaged and Stored Items. The Contractor shall be responsible for
salvaging and storing all items as identified by the Department in accordance with all applicable
District laws and regulations, after notifying the Department and receiving the Department’s
permission to proceed.

Section 5.18 Sediment and Erosion Control. The Contractor shall be responsible for
installing sediment and erosion control measures, inclusive of, but not limited to: silt fencing, inlet
protection, stabilized construction entrances, and other control measures.

Section 5.19 Cutting and Patching. The Contractor shall be responsible for cutting,
fitting or patching required to complete the Work or to make its parts fit together properly. All
areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the
cutting, fitting and patching. The Contractor shall not damage or endanger a portion of the Work

or fully or partially completed construction of the Department or separate contractors by cutting,
patching or otherwise altering such construction, or by excavation.

Section 5.20 Correction of Work.

Section 5.20.1 The Department shall be at liberty to object and to require the Contractor
to remove forthwith from the Project site and the work and to promptly replace the superintendent,
any foreman, technical assistant, laborer, agent, representative, or other person used by the
Contractor in or about the execution or maintenance of the work, who in the sole opinion of the
Department is misconducting himself, or is incompetent or negligent in the proper performance of
his duties, or whose performance i n the work is otherwise considered by the Department to be
undesirable or unsatisfactory, and such person shall not be again employed upon the project
without the written permission of the Department.

Section 5.20.2 Contractor shall promptly correct work rejected by Department for failing
to conform to the requirements of the Scope of Work or any approved design document or
applicable law or regulations whether observed before or after the project’s completion and
whether or not fabricated, installed or completed, and shall correct any work found to be not in
accordance with the requirements within a period of one (1) year from the date of Final Completion
or by terms of an applicable special warranty required by the Task Order Agreement.

Section 5.20.3 If during the guarantee or warranty period, any material, equipment or
system requires corrective Work because of defects in materials or workmanship, Contractor shall
commence corrective work within forty -eight (48) hours after receiving the notice and wo rk
diligently until corrective work is completed; provided, however, if such notice is received on the
day before a weekend or a holiday, Contractor will commence corrective work on the next business
day. If Contractor does not, in accord ance with the terms and provisions of the Contract
Documents, commence all corrective work within forty -eight (48) hours or if Contractor
commences such work but does not pursue it in an expeditious manner, Department may either
notify the bonding company (if any) to have such work and/or obligations performed at no
additional cost to Department or may perform such Work and/or obligations and charge the costs
thereof to Contractor.

Section 5.21 Manufacturers’ Warranties.

Section 5.21.1 The Contractor warrants that all manufacturers’ or other warranties on all
labor, materials and equipment furnished by Contractor or a Subcontractor or supplier shall run
directly to or will be specifically assigned to Department on demand or upon Project comp letion
without demand. In the event any issue or defect which would be covered by any warranty arises
but is not addressed by the grantor of the warranty, the Contractor shall be required to act as the
guarantor of the obligations under the warranty and to perform under the terms of the warranty.

Section 5.21.2 The Contractor warrants that the installation of all materials and equipment
shall be in strict accordance with the manufacturers’ requirements or specifications.

Section 5.22 Close-Out and Training. The Contractor shall also provide the Department
with a complete set of its Project files, including, but not limited to, shop drawings, product
manuals, warranties, etc. , prepared by the Contractor or its subcontractors along with any other
documentation that may reasonably be requested by the Department or its Program Manager and/or
Project Manager, at close out so as to assist the Department in operating the building. In addition,
if the Project includes work on heating or cooling systems, at the beginning of the first heating and
cooling season following turnover of the Project, the Contractor shall be available to assist with,
and train the building engineers and staff in the start-up of the building systems for the new weather
cycle.

Section 5.23 Schedule Update. The Contractor shall submit bi-weekly schedule updates
which shall reflect actual conditions of Project progress as of the date of the update. The update
shall reflect the actual progress of construction, identify 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 identi fy 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 m ajor changes in the scope of work, activities modified since the last
update, revised projections of durations, progress and completion, revisions to the schedule logic
or assumptions, and other relevant changes. Any significant variance from the previous schedule
or update shall also be identified in a narrative, together with the reasons for the variance and its
impact on Project completion. All schedule updates shall be in Primavera 6 format. The
Department may make reasonable requests during the Proj ect for changes to the format or for
further explanation of information provided. Submission of updates showing that Substantial
Completion or Final Completion of the Project will be achieved later than the applicable scheduled
completion date shall not constitute requests for extension of time and shall not operate to change
the scheduled completion date. The Department’s receipt of, and lack of objection to, any schedule
update showing Substantial Completion or Final Completion later than the dates agree d upon in
the Project Schedule shall not be regarded as the Department’s agreement that the Contractor may
have an extension of time, or as a waiver of any of the Department’s rights, but merely as the
Contractor’s representation that, as a matter of fact, Substantial Completion or Final Completion
of the Project may not be completed by the agreed upon date in the Project Schedule. Changes to
the scheduled completion dates may be made only in the circumstances and only by the methods
set forth in the Task Order Agreement.

Section 5.24 Acceleration. Subject to the terms of this Section, the Department shall
have the right to direct the Contractor to accelerate the work if, in the reasonable judgment of
Department, the Contractor fails to: (i) supply a sufficiency of workers or to deliver the materials
or equipment with such promptness as to prevent the delay in the progress of the work; or (ii) the
progress of the work materially falls behind the projections contained in the then currently
approved Project Schedule. In the event that the Department or its Program Manager determine
that either of the events specified in the preceding sentence have occurred, the Department shall

provide the Contractor with written notice of such event and the Contractor shall be required to
provide the Department 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. If the Department
and the Contractor are unable to agree on the terms of such corrective action plan within five (5)
calendar days after the issuance of the notice (i.e. with forty eight (48) hours after the receipt of
the proposed corrective action plan), the Department shall have the right to direct such acceleration
as the Department, in its reasonable judgment, deems necessary. Provided the notice provisions
of this Section are complied with, the cost of any acceleration directed under this Section shall not
justify an adjustment to the Task Order Price or the Substantial Completion Date. The Contractor
hereby acknowledges that this provision is a material inducement upon which the Department has
relied in entering into the Contract ; and represents and warrants that it has included sufficient
funding in its Task Order Price in order to comply with the requirements of this Section.

ARTICLE 6
SUBSTANTIAL AND FINAL COMPLETION/CLAIMS FOR ADDITIONAL TIME

Section 6.1 Time is of the essence of this Agreement.

Section 6.2 The Contractor shall substantially complete a project no later than the date
identified in each Task Order (“Substantial Completion Date”). For purposes of this requirement,
the term “ Substantially Complete” shall mean that all of the following have occurred: (1) the
Work has been completed with only minor punch list items remaining to be completed; (2) any
and all required permits or approvals related to the Work have been obtained; (3) all operating and
maintenance manuals, training videotapes and warranties required by the Contract have been
delivered to the Department; (4) any supplemental training session required by each Task Order
for operating or maintenance personnel have been completed; (5) all clean -up required by each
Task Order has b een completed; and (6) the project is ready for the Department to use it for its
intended purpose. “Minor punch list items” are defined for this purpose as items that, in the
aggregate, can be completed within thirty (30) days without interfering with the Department's
normal use of the Project. Final Completion shall mean the point at which Substantial Completion
has been achieved, all punch list items noted at Substantial Completion have been completed and
all documents the Contractor is required to deliver to the Department as a condition to receiving
final payment have been received. The Work is defined as the construction and services required
by the Contract, whether completed or partially completed, and includes all other labor, materials,
equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s
obligations. The work may constitute the whole or a part of the project. Final Completion Date is
30 days from the Substantial Completion Date or as defined in each individual Task Order
Agreement.

Section 6.3 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 i n
Section 6.3, the delay shall be deemed Non -Excusable and the Contractor shall not be entitled to

an extension of the Substantial Completion Date or for further compensation. Without limiting the
generality of the foregoing, delays for the following reasons shall be regarded as Non -Excusable
and shall not entitle the Contractor to an extension of time:

(1) Delays due to job site labor disputes, work stoppages, or suspensions of Work;

(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;

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

(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 or
hazardous materials remediation shall be deemed an Excusable Delay;

(5) Delays in completing the preconstruction activities, unless the result of a delay by
the Department or the Program Manager beyond the timeframes set forth herein or
in the Task Order, or an event of force majeure; or

(6) Delays due to design submissions as described in Section 3.4.

Section 6.4 The Contractor shall be entitled to an adjustment in the Substantial
Completion Date due to an Excusable Delay. The term "Excusable Delay" shall mean:

(1) Delays due to adverse weather other than those that are classified as a Non -
Excusable delay;

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

(3) Delays caused by Differing Site Conditions or hazardous materials remediation.

In addition to the forgoing, a delay shall be deemed to be an Excusable Delay only to the extent
that such delay (i) warrants an extension in the Substantial or Final Completion Date; (ii) has not
been caused by the Contractor or any of its employees, agen ts, Subcontractors or material

suppliers; (iii) is of a duration of not less than three (3) days; (iv) is on Project’s critical path; and
(v) is in addition to any time contingency periods set forth in the critical path.

Section 6.5 If the Contractor wishes to make a claim for an increase in the Agreement
time, written notice as provided herein shall be given. 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.

ARTICLE 7
PAYMENT PROVISIONS

Section 7.1 Compensation. The Contractor shall be paid its compensation in a series
of progress payments and a final payment. Progress payments shall be based on a Schedule of
Values that is agreed upon by the Parties as well as the Project Manager and/or the Program
Manager’s good faith estimate of the level of completion for each component of the Schedule of
Values.

Section 7.2 Schedule of Values. The Contractor shall prepare a Schedule of Values
that breaks down the Task Order Price for the various parts of the Work. The Schedule of Values
shall be maintained in such a manner to provide a breakdown of the Task Order Price in enough
detail to facilitate continued evaluation of applications for payment a nd progress reports. Large
subcontracts shall be broken into several line items where, in the opinion of the Project Manager
and/or the Program Manager, such detail is necessary to properly track the progress of the Work.
The proposed schedule of values shall also include separate line items for each part of the Work if
so required by the Project Manager and/or the Program Manager. The Contractor and the Project
Manager and/or the Program Manager shall meet as necessary to maintain the schedule of values
for the Project in a manner acceptable to the Project Manager and/or the Program Manager. No
progress payments shall be made unless the then current Schedule of Values is acceptable to the
Project Manager and/or the Program Manager.

Section 7.3 Retention. The Department shall withhold from each progress payment an
amount equal to ten percent (10%) of each progress payment. Once Substantial Completion has
occurred, the Department will reduce the retention being withheld to an amount that is equal to
Two Hundred percent (200%) of the Program Manager’s good faith estimate of the remaining
Work.

Section 7.4 Documents Required with Application for Payment. Each Application
for Payment shall be accompanied by the Contractor's job cost ledgers in a form satisfactory to the
Department, the Subcontractors’ and Suppliers’ Applications for Payment on AIA Documents
G702 and G703 or other form acceptable to the Depa rtment, and such other supporting
documentation as the Department may reasonably request.

Section 7.5 Timely Payment of Subcontractors. Within seven (7) days of receiving
any payment from the Department including amounts attributable to Work performed, or materials
or equipment supplied, by a Subcontractor or supplier, the Contractor shall either pay the
Subcontractor or supplier for its p roportionate 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 t he
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 su ch payments are made may be
retained by the Contractor. Monies paid by joint check shall be deemed to have been paid fully to
the Subcontractor or supplier named as a joint payee, unless the Department agrees otherwise in
writing. Any interest paid to Subcontractors or suppliers because the Contractor has failed to pay
them in timely fashion shall not entitle the Contractor to a Change Order.

Section 7.6 Lien Waivers. Each Application for Payment shall be accompanied by
written waivers of the right to file a mechanic's lien and all other claims (Exhibit G).

Section 7.7 Submission. On the twenty-fifth (25th) day of each month the Contractor
shall submit to the Department (with a copy to the Program Manager) an Application for Payment,
which Application for Payment shall cover the entire month during which the Application for
Payment is submitted.

Section 7.8 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:

1. the Work is defective and such defects have not been remedied; or
2. the Department has determined that the Contractor's progress has fallen behind the
Project Schedule, and the Contractor fails, within ten (10) calendar days of the
Department's written demand, to provide the Department with a realistic and
acceptable plan to recover the delays; or
3. the Contractor has failed to pay Subcontractors or suppliers promptly or has made
false or inaccurate certifications that payments to Subcontractors or suppliers are due
or have been made; or
4. any mechanic's lien has been filed against the Department, the site or any portion
thereof or interest therein, or any improvements on the site, even though the
Department has paid all undisputed amounts due to the Contractor, and the
Contractor, upon notice, has failed to remove the lien, by bonding it off or otherwise,
within ten (10) calendar days; or
5. the Contractor is otherwise in substantial breach of this Agreement.

Section 7.9 Payment Not Acceptance. Payment of any progress payment or final
payment shall not constitute acceptance of Work that is defective or otherwise fails to conform to
the Agreement, or a waiver of any rights or remedies the Department may have with respect to
defective or nonconforming Work.

ARTICLE 8
INDEMNIFICATION

Section 8.1 Indemnification shall be governed by the terms of the Department’s
Standard Contract Provisions (Construction Contracts and Architectural and Engineering Services
Contracts, as applicable) attached as Exhibit A1 and Exhibit A2.

ARTICLE 9
CHANGES CLAUSE

Section 9.1 Changes Authorized. The Department may, without invalidating this
Agreement or any Task Order issued pursuant to this Agreement, and without notice to or approval
of any surety, order changes in the Work released through any Task Order, including additions,
deletions or modif ications. Any such change must be conveyed by the Department to the
Contractor via written Change Directive or Change Order.

Section 9.2 Executed Change Directive/Change Order Required. Only a written
Change Directive or Change Order, executed by the Department, may make changes to the
Agreement. In particular, but without limitation, a written Change Directive or Change Order
executed by the Department is the only means by which changes may be made to the Substantial
or Final Completion Date, or the Contract Sum.

Section 9.3 Department-Initiated Changes. If the Department wishes to make a
change in the Work or to accelerate the Work, it will execute and issue to the Contractor a written
Change Directive, either directing the Contractor to proceed at once with the changed Work or
directing it to not to pr oceed, but to inform the Department, in writing, of the amount, if any, by
which the Contractor believes that Substantial or Final Completion Date and/or the Contract Sum
should be adjusted to take the Change Order or Change Directive into account.

Section 9.4 Notice of Change Event. The Contractor must give the Department written
notice of any Change Event within ten (10) calendar days of the date on which the Contractor
knew, or reasonably should have known, of the Change Event. To the extent available, the notice
must state the nature of the Change Event and describe, generally, all changes in the Contract to
which the Contractor believes it is entitled. Such notice is an express condition precedent to any
claim or request for adjustment to the Substantial or Final Completion Date, or the Contract Sum
arising from the Change Event and, if the notice is not given within the required time, the

Contractor will have waived the right to any adjustment to the Substantial or Final Completion
Date or the Contract Sum arising from the Change Event.

Section 9.5 Detailed Change Request. Within twenty (20) days after giving notice of
a change event, the Contractor shall submit a written change request describing, in reasonable
detail, all adjustments it seeks to the Substantial or Final Completion Date or the Contract Sum as
a result of the Change Event. The change request shall include the same information as described
in Section 9.4 with respect to any Contract changes the Contractor seeks due to the Change Event,
and the amount of any requested adjus tment to the Contract Sum shall be limited in accordance
with that Subparagraph.

Section 9.6 Failure to Agree. If the Contractor claims entitlement to a change in the
Agreement, and the Department does not agree that any action or event has occurred to justify any
change in time or compensation, or if the parties fail to agree upon the appropriate amount of the
adjustment in time or compensation, the Department will unilaterally make such changes, if any,
to the Agreement, as it determines to be 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 13, if needed. Failure to proceed due to a dispute over a
change request shall constitute a material breach of the Agreement and entitle the Department to
all available remedies for such breach, including, without limitation, termination for default.

Section 9.7 Department’s Designated Representative. The Department designates
the individual(s) identified in Exhibit B as its representative with express authority to bind the
Department with respect to all matters requiring the Department’s approval or authorization.
Subject to the limitations on their authority specified in Exhibit B, these representative(s) shall
have the exclusive authority to make decisions on behalf of the Department concerning estimates
and schedules, construction budgets, changes in the Work, and 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
Design-Builder. In order for the Department to effectively manage the Project and assure that the
Design-Builder does not receive conflicting instructions regarding the Work, the Design -Builder
shall promptly notify the Department’s representative upon receiving any instructions or other
communication in connection with the Design -Builder’s Work from any employee of the
Department or other purported agent of the Department other than the Department’s designated
representative.

ARTICLE 10
LIQUIDATED DAMAGES

Section 10.1 If the Contractor fails to achieve Substantial Completion by the Substantial
Completion Date, the Parties acknowledge and agree that the actual damage to the Department for
the delay will be impossible to determine, and in lieu thereof, the Contractor shal l pay to the
Department, as fixed and liquidated delay damages in the amount specified in the Task Order for

failure to meet the Substantial Completion Date. The Contractor and the Department agree that the
liquidated damages do not constitute, and shall not be deemed, a penalty but represent a reasonable
approximation of the damages to the Department associated with a delay in the Project. In the
event the Contractor fails to meet the Substantial Completion Date as defined in each individual
Task Order Agreement, the Contractor consents to a termination for default.

ARTICLE 11
INSURANCE AND BONDS

Section 11.1 Insurance Requirements shall be obtained from the District of Columbia
Office of Risk Management (“ORM”) and incorporated in each RFTOP.

Section 11.12 Performance Bond and Payment Bond.

Section 11.2.1 Trade Subcontractor Bonds
All trade subcontractors shall provide a payment and performance bond having a penal
value equal to One Hundred Percent (100%) of the cost of the trade subcontract for any subcontract
valued at One Hundred Thousand Dollars ($100,000) or more. All such bonds shall be written on
a dual-oblige basis.

Section 11.2.2 Contractor’s Payment and Performance Bond
For each Task Order valued at One Hundred Thousand Dollars ($100,000) or more , as
applicable, the Contractor shall, at the time the Task Order, as applicable, is executed, provide to
the Department a payment bond and performance bond, each with a penal sum equal to the
Contract Sum of the Task Order, as applicable. Such bond shall remain in full force and effect
until Final Completion is achieved and the Department shall be able to draw upon such bond
regardless of the amount paid by the Department to the Contractor, even if such amount exceeds
the penal value of such bond. This bond shall cover all aspects of the Task Order, including
but not limited to design fees, design-build fees, general condition price, and any allowances,
ensuring full protection for the Department and all subcontractors and suppliers.

ARTICLE 12
ECONOMIC INCLUSION AND COMPLIANCE

Section 12.1 General : Under the provisions of the “Small and Certified Business
Enterprise Development and Assistance Act of 2005”, D.C. Code § 2-218.01 et seq., as amended
(“Act”, as used in this section), the District shall apply preferences in evaluating proposals from
businesses that are certified by the DSLBD pursuant to Part D of the Act.

Section 12.2 Application of Preferences

For evaluation purposes, the allowable preferences under the Act shall be applicable to prime
contractors as follows:
1. Any prime contractor that is a small business enterprise (“SBE”) certified by the
DSLBD will receive the addition of three (3) points on a 100-point scale added to
the overall score.
2. Any prime contractor that is a resident-owned business (“ROB”) certified by
DSLBD will receive the addition of five (5) points on a 100-point scale added to
the overall score.
3. Any prime contractor that is a longtime resident business (“LRB”) certified by
DSLBD will receive the addition of five (5) points on a 100-point scale added to
the overall score.
4. Any prime contractor that is a local business enterprise (“LBE”) certified by
DSLBD will receive the addition of two (2) points on a 100-point scale added to
the overall score.
5. Any prime contractor that is a local business enterprise with its principal offices
located in an enterprise zone (“DZE”) certified by DSLBD will receive the addition
of two (2) points on a 100-point scale added to the overall score.
6. Any prime contractor that is a disadvantaged business enterprise (“DBE”) certified
by DSLBD will receive the addition of two (2) points on a 100-point scale added
to the overall score.
7. Any prime contractor that is a veteran-owned business (“VOB”) certified by
DSLBD will receive the addition of two (2) points on a 100-point scale added to
the overall score.
8. Any prime contractor that is a local manufacturing business enterprise (“LMBE”)
certified by DSLBD will receive the addition of two (2) points on a 100-point scale
added to the overall score.
9. Any prime contractor that is an equity impact enterprise certified by DSLBD will
receive the addition of five (5) points on a 100-point scale added to the overall
score.

A certified business enterprise shall be entitled to any or all of the preferences provided
in this section, but in no case shall a certified business enterprise be entitled to a
preference of more than 12 points or a reduction in price of more than 12 percent.

Section 12.3 Subcontracting Plan

A Contactor that is obligated to subcontract shall be required to submit with its Task Order
Proposal, any subcontracting plan required by law. Contractors responding to a RFTOP shall be
deemed nonresponsive and shall be rejected if the Contractor fails to submit a subcontracting plan

that is required by law. If the Task Order is in excess of $250,000.00 at least 35% of the dollar
volume of the Task Order shall be subcontracted in accordance with Attachment I.

Section 12.4 Mandatory Subcontracting Plan and Requirements.

12.4.1 For all contracts in excess of $250,000, at least thirty -five percent (35%) of the
dollar volume of the contract must be subcontracted to qualified small business
enterprises (SBEs).

12.4.2 If there are insufficient SBEs to completely fulfill the requirement Section 12.4.1,
then the subcontracting may be satisfied by subcontracting thirty -five percent
(35%) of the dollar volume to any qualified certified business enterprises (“CBEs”);
provided, however, that all reasonable efforts shall be made to ensure that SBEs are
significant participants in the overall subcontracting work.

12.4.3 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
12.4.1 and 12.4.2.

12.4.4 Except as provided in Sections 12.4.5 and 12.4.7, a Prime Contractor that is a CBE
and has been granted a proposal preference pursuant to D.C. Official Code § 2 -
218.43, or is selected through a set-aside program, shall perform at least thirty-five
percent (35%) of the contracting effort with its own organization and resources and,
if it subcontracts, thirty-five percent (35%) of the subcontracting effort shall be with
CBEs. A CBE Prime Contractor that performs less than thirty -five percent (35%)
of the contracting effort shall be subject to enforcement actions under D.C. Official
Code § 2-218.63.

12.4.5 Each CBE utilized to meet these subcontracting requirements shall perform at least
thirty-five percent (35%) of its contracting effort with its own organization and
resources.

12.4.6 A Prime Contractor that is a CBE and has been granted an offer preference pursuant
to D.C. Official Code § 2-218.43, or is selected through a set-aside program, shall
perform at least fifty percent (50%) of the on -site work with its own organization
and resources if the Agreement is $1 million or less.

Section 12.5 Subcontracting Plan Requirements

Section 12.5.1 If the Prime Contractor is required by law to subcontract under the contract
and does not fall within Section 12.4.4 above, it must submit a subcontracting plan for at
least (35%) of the dollar volume of the contract in accordance with D.C. Official Code §

2-218.46. The subcontracting plan shall be submitted as part of the Proposal and may only
be amended with the prior written approval of the CO and Director of DSLBD. Any
reduction in the dollar volume of the subcontracted portion resulting from an amendment
of the plan shall inure to the benefit of the District and the Department. Each subcontracting
plan shall include the following:

(a) The name and address of each subcontractor;
(b) A current certification number of the small or certified business enterprise;
(c) The scope of work to be performed by each subcontractor; and
(d) The price that the Prime contractor will pay each subcontractor.

Section 12.5.2 Copies of Subcontracts

Within twenty-one (21) days of the date of award, the Prime Contractor shall provide
fully executed copies of all subcontracts identified in the subcontracting plan to the
CO, the District of Columbia Auditor, and the Director of the DSLBD.
Section 12.5.3 Subcontracting Plan Compliance Reporting

a) The Prime Contractor has a subcontracting plan required by law for this Agreement; the
Prime Contractor shall submit a quarterly report to the CO, District of Columbia Auditor
and the Director of DSLBD. The quarterly report shall include the following information
for each subcontract identified in the subcontracting plan:

1. The price that the Prime Contractor will pay each subcontractor under the
subcontract;
1. A description of the goods procured, or the services subcontracted for;
2. The amount paid by the Prime Contractor under the subcontract;
3. A copy of the fully executed subcontract, if it was not provided with an earlier
quarterly report.

a) If the fully executed subcontract is not provided with the quarterly report, the Prime
Contractor will not receive credit toward its subcontracting requirements for that
subcontract.

Section 12.5.4 Annual Meetings

Upon at least 30-days written notice provided by DSLBD, the Contractor shall meet annually with
the CO, contract administrator (“CA”), District of Columbia Auditor and the Director of
Department of Small and Local Business Development to provide an update on its subcontracting
plan.

Section 12.5.5 DSLBD Notices

The Contractor shall provide written notice to DSLBD and the District of Columbia Auditor upon

commencement of the Task Order Agreement and when the Task Order Agreement is completed.

Section 12.5.6 Enforcement and Penalties for Breach of Subcontracting Plan

A Prime Contractor shall be deemed to have breached a subcontracting plan required by law, if the
Prime Contractor: (i) fails to submit subcontracting plan monitoring or compliance reports or other
required subcontracting information in a reasonably timely manner; (ii) submits a monitoring or
compliance report or other required subcontracting information containing a materially false
statement; or (iii) fails to meet its subcontracting requirements. A Prime Contractor that is found to
have breached its subcontracting plan for utilization of Certified Business Enterprises (“CBEs”) in
the performance of a contract shall be subject to the imposition of penalties, including monetary
fines in accordance with D.C. Official Code § 2 -218.63. If the CO determines the Prime
Contractor’s failure to be a material breach of the Agreement, the CO shall have cause to terminate
the Agreement under the default provisions in the Standard Contract Provisions. Neither the Prime
Contractor nor its subcontractor may remove a subc ontractor or tier -subcontractor if such
subcontractor or tier-subcontractor is certified as a Local Small Disadvantaged Business Enterprise
(“LSDBE”) business unless the Department approves of such removal, in writing. The Department
may condition its approval upon the Prime Contractor developing a plan that is, in the Department’s
sole and absolute judgment, adequate to maintain the level of LSDBE participation on the Project.

Section 12.5.7 Residency Hiring Requirements for Contractors and Subcontractors

Section 12.5.7.1 For Task Order Agreements for services in the amount of $300,000 or
more, the Contractor shall comply with the First Source Employment Agreement Act of 1984, as
amended, D.C. Official Code § 2-219.01 et seq. (“First Source Act”).

Section 12.5.7.2 The Contractor shall enter into and maintain during the term of the
Agreement and subsequent Task Order Agreements, a First Source Employment Agreement
(Employment Agreement) with the District of Columbia Department of Employment Services
(“DOES”), in which the Contractor shall agree that: (a) The first source for finding employees to
fill all jobs created in order to perform the contract shall be the First Source Register; and (b) The
first source for finding employees to fill any vacancy occurring in all jobs covered by the
Employment Agreement shall be the First Source Register.

Section 12.5.7.3 If applicable, the Contractor shall comply with subchapter X of Chapter
II of Title 2, and all successor acts thereto, including by not limited to the Workforce
Intermediary Establishment and Reform of First Source Amendment Act of 2011 , and the
rules and regulations promulgated thereunder, including, but not limited to the following
requirements:
A. At least twenty percent (20%) of journey worker hours by trade shall be
performed by District residents;
B. At least sixty percent (60%) of apprentice hours by trade shall be performed by
District residents;
C. At least fifty one percent (51%) of the skilled laborer hours by trade shall be

performed by District residents; and
D. At least seventy percent (70%) of common laborer hours shall be performed by
District residents.

Section 12.5.7.4 The Contractor shall not begin performance of the Task Order
Agreements until its Employment Agreement has been accepted by DOES. Once approved, the
Employment Agreement shall not be amended except with the approval of DOES.

Section 12.5.7.5 The Contractor agrees that at least 51% of the new employees hired to
perform the contracts shall be District residents. The Contractor shall ensure that at least fifty-one
percent (51%) of the Contractor’s team and every sub-consultant’s and subcontractor’s employees
hired after the effective date of the Agreement, or after such subconsultant or subcontractor enters
into a contract with the Contractor, to work on projects shall be residents of the District of
Columbia. This percentage shall be applied in the aggregate, and not trade by trade.

Section 12.5.7.6 The Contractor’s hiring and reporting requirements under the First Source
Act and any rules promulgated thereunder shall continue for the term of the Agreement and any
subsequent Task Order Agreements.

Section 12.5.7.7 The CO may impose penalties, including monetary fines of 5% of the
total amount of the direct and indirect labor costs of the contract, for a willful breach of the
Employment Agreement, failure to submit the required hiring compliance reports, or deliberat e
submission of falsified data.

Section 12.5.7.8 If the Contractor does not receive a good faith waiver, the CO may also
impose an additional penalty equal to 1/8 of 1% of the total amount of the direct and indirect labor
costs of the contract for each percentage by which the Contractor fails to meet its hiring
requirements.

Section 12.5.7.9 Any contractor which violates, more than once within a 10 -year
timeframe, the hiring or reporting requirements of the First Source Act shall be referred for
debarment for not more than five (5) years.

Section 12.5.7.10 The Contractor may appeal any decision of the CO pursuant to this
clause to the DC Contract Appeals Board located at 441 4th Street, NW, Suite 350N, Washington,
DC 20001.

Section 12.5.7.11 The provisions of the First Source Act do not apply to nonprofit
organizations which employ 50 employees or less.

Section 12.6 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 the 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, shal l be implemented. The
Prime Contractor shall be liable for any subcontractor non-compliance. Thirty-Five percent (35%)
of all apprentice hours must be worked by District residents.

Section 12.6.1 The Contractor shall maintain detailed records relating to the general hiring
of District of Columbia and community residents

Section 12.6.2 The Contractor shall be responsible for: (i) including the provisions of this
Section 12.4 in all subcontracts; (ii) collecting the information required in this Section 12.4 from
its Subcontractors; and (iii) providing the information collected from its Subcontractors in any
reports required to be submitted by the Contractor pursuant to this Section 12.4.

Section 12.7 Equal Employment Opportunity and Hiring of District Residents. In
accordance with the District of Columbia Administrative Issuance System, Mayor’s Order 85 -85
dated June 10, 1985, “on compliance with Equal Opportunity Requirements in District government
contracts,” each contracting shall submit the forms for completio n of the Equal Employment
Opportunity Information Report incorporated herein as Exhibit C. An award cannot be made to
any contractor who has not satisfied the Equal Employment Requirements.

ARTICLE 13
CLAIMS & DISPUTE RESOLUTION

Section 13.1 All claims or disputes arising out of this Agreement shall be governed by
the terms of the Department’s Standard Contract Provisions (Construction Contract and
Architectural and Engineering, as applicable) attached as Exhibit A1 and Exhibit A2.

ARTICLE 14
MISCELLANEOUS PROVISIONS

Section 14.1 Extent of Contract. The Agreement, which includes this Contract and the
other documents incorporated herein by reference, represents the entire and integrated agreement
between the Department and Contractor and supersedes all prior negotiations representations or
agreements, either written or oral. The Agreement may be amended only by written instrument
signed by both the Department and Contractor. All of the documents comprising the Agreement
should be read as complementary, so that what is called for by one is called for by all. Ambiguities
shall be construed in favor of a broader scope of work, as the intent of the Agreement is, with
specific identified exceptions, to require the Contractor to assume entire responsibility for 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:
the Agreement and its Modifications; Change Orders and Exhibits (any Change Order issued and

executed by the Department shall supersede those portions of earlier dated contract documents to
which it pertains); Task Orders and Exhibits; Standard Contract Provisions (any missing term in
the Agreement, however, shall be addressed in accordance with the Standard Contract Provisions);
Contractor’s Offer/Award Form; and Sections A & B of the RFQ.

Section 14.2 Ownership And Use of Documents. The drawings, specifications and
other documents prepared by the Contractor’s architect/engineer, and copies thereof furnished to
the Contractor, are for use solely with respect to Task Order project. They are not to be used by
the Contractor, Subcontractors, Sub-subcontractors or suppliers on other projects, or for additions
to the Task Order project outside the Task Order Scope of the Work, without the specific written
consent of the Department and the architect/engineer.

Section 14.3 Governing Law. The Contract shall be governed by and construed in
accordance with the laws of the District of Columbia, without regard to its conflict of laws
principles.

Section 14.4 Buy American Act Provision. The Contractor shall comply with the
provisions of the Buy American Act (41 U.S.C. §§ 8301–8305), 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 A1) regarding compliance with the Buy American Act, the language in this section
should supersede.

Section 14.4.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301–8305), and
Executive Order 10582, December 17, 1954 (3 CFR, 1954 -58 Comp., p. 230), as amended by
Executive Order 11051, September 27, 1962 (3 CFR, 1059 —63 Comp., p. 635), the Design -
Builder agrees that only domestic construction material will be used by the Design -Builder,
subcontractors, material men and suppliers in the performance of the Agreement, except for non-
domestic material listed in the Agreement.
“Components” as used in this Section, means those articles, materials and supplies
incorporated directly into the end products.
“Domestic end product”, as used in this section, means, (1) an unmanufactured end
product mined or produced in the United States, or (2) an end product manufactured in the United
States, if the cost of its components mined, produced, or manufactured in the United States,
exceeds 65 percent of the cost of all its components. For an end product that consists wholly 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.
Section 14.4.2 Domestic Construction Material. “Construction material” means
any article, material, or supply brought to the construction site for incorporation in the building
or work. An unmanufactured construction material is a “domestic construction material” if it has
been mined or produced in the United States. A manufactured construction material is a “domestic
construction material” if it has been manufactured in the United States and if the cost of its
components which have been mined, produced, or manufactured in the United States exceeds 65
percent of the cost of all its components. “Component” means any article, material, or supply
directly incorporated in construction material. If the construction material consists wholly or
predominantly of iron or steel, the iron or steel was produced in t he United States; or, f or
construction material that consists wholly or predominantly of iron or steel or a combination of
both, a construction material manufactured in the United States if the cost of foreign iron and steel
constitutes less than 5 percent of the cost of all the components used in such construction material.
Section 14.4.3 Domestic Component. A component shall be considered to have
been “mined, produced, or manufactured in the United States” regardless of its source, in fact, if
the article, material, or supply in which it is incorporated was manufactured in the United States
and the component is of a class or kind determined by the Government to be not mined, produced
or manufactured in the United States in sufficient and reasonably available commercial quantities
and of satisfactory quality.
Section 14.4.4 Foreign Construction Material. “Foreign construction material”
means a construction material other than a domestic construction material.

Section 14.5 Davis-Bacon Act Provision. The Contractor agrees that the Work
performed under the proposed Task Order shall be subject to the Davis Bacon Wage
Determination Service Act as set forth in Exhibit F1 and Title 29 Code of Federal Regulations
(“CFR”), 5.5 Davis Bacon Provision as set forth in Exhibit F2 in effect at the time of the Task
Order execution by the Department.

Section 14.6 WAY TO WORK AMENDMENT ACT OF 2006

Section 14.6.1 Except as described in Section 14.6.8 below, the Contractor shall comply
with Title I of the Way to Work Amendment Act of 2006, effective June 8, 2006 (DC Law 16 -
118, DC Official Code §2-220.01 et seq.) ("Living Wage Act of 2006"), for contracts for services
in the amount of $100,000 or more in a 12-month period (Exhibit D).

Section 14.6.2 The Contractor shall pay its employees and subcontractors who perform
services under the Contract no less than the current living wage.

Section 14.6.3 The Contractor shall include in any subcontract for $15,000 or more a
provision requiring the subcontractor to pay its employees who perform services under the
Contract no less than the current living wage rate.

Section 14.6.4 The DOES may adjust the living wage annually, and the Contractor will
find the current living wage rate on its website at www.does.dc.gov.

Section 14.6.5 The Contractor shall provide a copy of the Fact Sheet attached as Exhibit
D to each employee and subcontractor who performs services under the Contract. The Contractor
shall also post the Notice attached as Exhibit D in a conspicuous place in its place of business.
The Contractor shall include in any subcontract for $15,000 or more a provision requiring the
subcontractor to post the Notice in a conspicuous place in its place of business.

Section 14.6.6 The Contractor shall maintain its payroll records under the Contract in the
regular course of business for a period of at least three (3) years from the payroll date, and shall
include this requirement in its subcontracts for $15,000 or more under the Contract.

Section 14.6.7 The payment of wages required under the Living Wage Act of 2006 shall
be consistent with and subject to the provisions of DC Official Code §32-1301 et seq.

Section 14.6.8 The requirements of the Living Wage Act of 2006 do not apply to:

(1) Contracts or other Agreements that are subject to higher wage level determinations
required by federal law;
(2) Existing and future collective bargaining agreements, provided that the future
collective bargaining agreement results in the employee being paid no less than the
established living wage;
(3) Contracts for electricity, telephone, water, sewer or other services provided by a
regulated utility;
(4) Contracts for services needed immediately to prevent or respond to a disaster or
imminent threat to public health or safety declared by the Mayor;
(5) Contracts or other agreements that provide trainees with additional services
including, but not limited to, case management and job readiness services; provided
that the trainees do not replace employees subject to the Living Wage Act of 2006;

(6) An employee under 22 years of age employed during a school vacation period, or
enrolled as a full -time student, as defined by the respective institution, who is in
high school or at an accredited institution of higher education and who works less
than 25 hours per week; provided that he or she does not replace employees subject
to the Living Wage Act of 2006;
(7) Tenants or retail establishments that occupy property constructed or improved by
receipt of government assistance from the District of Columbia; provided, that the
tenant or retail establishment did not receive direct government assistance from the
District;
(8) Employees of nonprofit organizations that employ not more than 50 individuals and
qualify for taxation exemption pursuant to section 501(c)(3) of the Internal Revenue
Code of 1954, approved August 16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3);
(9) Medicaid provider agreements for direct care services to Medicaid recipients,
provided, that the direct care service is not provided through a home care agency,
a community residence facility, or a group home for mentally retarded persons as
those terms are defined in section 2 of the Health-Care and Community Residence
Facility, Hospice, and Home Care Licensure Act of 1983, effective February 24,
1984 (DC Law 5-48; DC Official Code § 44-501); and
(10) Contracts or other agreements between managed care organizations and the Health
Care Safety Net Administration or the Medicaid Assistance Administration to
provide health services.

Section 14.6.9 The Mayor may exempt a contractor from the requirements of the Living
Wage Act of 2006, subject to the approval of Council, in accordance with the provisions of Section
109 of the Living Wage Act of 2006.

Section 14.7 Reserved

Section 14.8 False Claims Act. The Contractor shall be governed by all laws and
regulations prohibiting false or fraudulent statements and claims made to the government,
including the prescriptions set forth in District of Columbia Code § 2-381.02.

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

Section 14.10 Limitations. The Contractor agrees that any statute of limitations
applicable to any claim or suit by the Department arising from this Contract or its breach shall not
begin to run, or shall be deemed to be tolled, until Final Completion or, with respect to latent
defects or nonconformities, such later time as the Department knew or should have known of the
defect or nonconformity.

Section 14.11 Binding Effect; Assignment. The Agreement shall inure to the benefit of,
and be binding upon and enforceable by, the parties and their respective successors and permitted

assigns. The Contractor shall not assign its rights under the Agreement, including the right to all
or a portion of its compensation, without the Department's prior written consent. Any delegation
or assignment made contrary to the provisions of this Paragraph shall be null and void.

Section 14.12 Survival. All warranties, and representations of the Contractor contained
in the Contract or in any certificate or document furnished pursuant to the Agreement shall survive
termination or expiration of the Agreement.

Section 14.13 No Waiver. If the Department waives any power, right, or remedy arising
from the Contract or any applicable law, the waiver shall not be deemed to be a waiver of the
power, right, or remedy on the later recurrence of any similar events. No act, delay, or course of
conduct by the Department shall be deemed to constitute the Department's waiver, which may be
effected only by an express written waiver signed by the Department.

Section 14.14 Remedies Cumulative. Unless specifically provided to the contrary in the
Agreement, all remedies set forth in the Agreement are cumulative and not exclusive of any other
remedy the Department may have, including, without limitation, 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 14.15 Entire Agreement; Modification. The Agreement supersedes all
contemporaneous or prior negotiations, representations, course of dealing, or agreements, either
written or oral. No modifications to the Agreement shall be effective unless made in writing signed
by both the Department and the Contractor, unless otherwise expressly provided to the contrary in
the Contract.

Section 14.16 Severability. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement,
and in lieu of each such invalid, illegal or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in terms to such invalid, illegal or
unenforceable provision as may be possible and be valid, legal and enforceable; each part of this
Agreement is intended to be severable.

Section 14.17 Anti-Deficiency Act . The Department's obligations and responsibilities
under the terms of the Contract and the Contract Documents are and shall remain subject to the
provisions of (i) the federal Anti-Deficiency Act, 31 U.S.C. §§1341, 1342, 1349, 1350, 1351, (ii)
the D.C. Code 47-105, (iii) the District of Columbia Anti-Deficiency Act, D.C. Code §§ 47-355.01
- 355.08, as the foregoing statutes may be amended from time to time, and (iv) Section 446 of the
District of Columbia Home Rule Act. Neither the Contract nor any of the Contract Documents
shall constitute an indebtedness of 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 Department
has levied or pledged any form of taxation. IN ACCORDANCE WITH § 446 OF THE HOME

RULE ACT, D.C. CODE § 1 -204.46, NO DISTRICT OF COLUMBIA OFFICIAL IS
AUTHORIZED TO OBLIGATE OR EXPEND ANY AMOUNT UNDER THE
CONTRACT OR CONTRACT DOCUMENTS UNLESS SUCH AMOUNT HAS BEEN
APPROVED, IS LAWFULLY AVAILABLE AND APPROPRIATED BY ACT OF
CONGRESS.

Section 14.18 Termination for Default. The Department may terminate the Agreement
for default if the Contractor fails to perform any of its duties or obligations under the Agreement.
The Department must provide the Contractor with written notice of its intent to terminate the
Agreement under this provision seven (7) days before actually putting the termination into effect.
If the Contractor has begun its curative action and has made progress satisfactory to the
Department within the seven days, the Depa rtment may so notify the Contractor and the
termination will not take effect. Otherwise, the termination shall take effect without further notice
or opportunity to cure.

Section 14.19 Termination for Convenience The Department may, upon seven (7) days
written notice to the Contractor, terminate the Agreement in whole or specified part, for its
convenience, whether the Contractor is in breach of Contract or not. The notice of termination
shall state the effectiv e date of termination, the extent of the termination, and any specific
instructions. The Contractor shall be entitled to receive only the following with respect to the
terminated portion of the Project: (1) Cost o f Work performed up to the date of termination; (2)
reasonable costs of terminating outstanding subcontracts and supply agreements and other similar
wind-up costs in a reasonable amount; (3) a fair and reasonable portion of the overhead and profit
attributable to the Work performed on the terminated portion of the Project, up to the time of
termination. In the event of a termination for convenience, the Contractor shall not be entitled to
profit on unperformed elements of the Work.

Section 14.20 Anti-Competitive Practices and Anti-Kickback Provisions.

Section 14.20.1 The Contractor recognizes the need for markets to operate competitively
and shall observe and shall comply with all applicable law, rules, and regulations prohibiting anti-
competitive practices. The Contractor shall not engage, directly or indirectly, in collusion or other
anti-competitive practices that reduces or eliminates competition or restrains trade. The
Department shall report to the appropriate authority any activity that evidences a violation of the
antitrust laws, and take such other further action to which it is entitled or obligated under the law.

Section 14.20.2 The Contractor shall observe and comply with all applicable law, rules,
and regulations prohibiting kickbacks and, without limiting the foregoing, the Contractor shall not
(i) provide or attempt to provide or offer to provide any kickback; (ii) solicit, accept, or attempt to
accept any kickback; or (iii) include, directly or indirectly, the amount of any kickback in the
contract price charged by Contractor or a Subcontractor of the Contractor to the Department. The
Contractor shall have in place and follow reasonable procedures designed to prevent and detect
possible violations described in this subparagraph in its own operations and direct business
relationships. The Department may take any recourse available to it under the law for violat ions

of this anti-kickback provision.

Section 14.20.3 The Contractor represents and warrants that it did not, directly or
indirectly, engage in any collusive or other anti -competitive behavior in connection with the bid,
negotiation or award of the Agreement.

Section 14.21 Ethical Standards for the Department’s Employees and Former
Employees.

Section 14.21.1 The Department expects the Contractor to observe the highest ethical
standards and to comply with all applicable law, rules, and regulations governing ethical conduct
or conflicts of interest. Neither the Contractor, nor any person associated with the Con tractor,
shall provide (or seek reimbursement for) any gift, gratuity, favor, entertainment, loan or other
thing of value to any employee of the District or the Department not in conformity with applicable
law, rules or regulations. The Contractor shall not engage the services of any person or persons in
the employment of the Department or the District for any Work required, contemplated or
performed under the Agreement. The Contractor may not assign to any former Department or
District employee or agent who has joined the Contractor’s firm any matter on which the former
employee, while in the employ of the Department, had material or substantial involvement in the
matter. The Contractor may request a waiver to permit the assignment of suc h matters to former
Department personnel on a case-by-case basis. The Contractor shall include in every subcontract
a provision substantially similar to this section so that such provisions shall be binding upon each
Subcontractor or vendor.

Section 14.22 Gratuities and Officers Not To Benefit Provisions.

Section 14.22.1 If it is found, after notice and hearing, by the Department that gratuities
(in the form of entertainment, gifts, payment, offers of employment or otherwise) were offered or
given by the Contractor, or any agent or representative of the Contractor, to any official, employee
or agent of the Department or the District with a view toward securing the Agreement or any other
contract or securing favorable treatment with respect to the awarding or amending, or the making
of any determinations with respect to the performance of the Agreement, the Department may, by
written notice to the Contractor, terminate the right of the Contractor to proceed under the
Agreement and may pursue such other rights and remedies provided by law and under the
Agreement.

Section 14.22.2 In the event the Agreement is terminated as provided in Section 14.21.1,
the Department shall be entitled:

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

2. as a penalty in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the Department) which shall

be not less than ten times the costs incurred by the Contractor in providing any such
gratuities to any such officer or employee.

Section 14.22.3 No member of, nor delegate to Congress, Mayor or City Council Member,
nor officer nor employee of the District, nor officer nor employee of the Department shall be
admitted to any share or part of the Agreement or to any benefit that may arise therefrom, a nd all
agreements entered into by the authorized representative of the Department in which he or any
officer or employee of the Department shall be personally interested as well as all agreements
made by the Department in which the Mayor or City Council Member or officer or employee of
the District shall be personally interested shall be void and no payments shall be made on any such
contracts by the Department or by any officer thereof; but this provision shall not be construed or
extend to the agreement if the share of or benefit to the member of, or delegate to Congress, Mayor
or City Council Member, or officer or employee of the District is de minimis.

Section 14.23 Covenant Against Contingent Fees Provisions.

Section 14.23.1 The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure the Agreement upon an agreement or understanding for a
Commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the Department shall have the right to
terminate the Contract without liability or in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of the Department, percentage, brokerage of
contingent fee.

Section 14.24 Conformance with Laws. It shall be the responsibility of the Contractor
to perform the Contract in conformance with the Department’s Procurement Regulations (27
DCMR § 4700 et seq.) and all statutes, laws, codes, ordinances, regulations, rules, requirements
and orders of governmental bodies, including, without limitation, the U.S. Government and the
District of Columbia government; and it is the sole responsibility of the Contractor to determine
the Procurement Regulations, statutes, laws, co des, ordinances, regulations, rules, requirements
and orders that apply and their effect on the Contractor’s obligations thereunder. This Section
14.23 shall apply during both the Design and preconstruction phase and the Construction phase.

Section 14.25 Retention of Records: Inspections and Audits.

Section 14.25.1 The Contractor shall maintain books, records, documents and other
evidence directly pertinent to performance under the Contract in accordance with generally

accepted professional practice and appropriate accounting procedures and practices consistently
applied in effect on the date of execution of the Contract.

Section 14.25.2 The Contractor shall also maintain the financial information and data used
in the preparation and support of the costing and cost summary submitted to the Department and
the required cost submissions in effect on the date of execution of the Department.

Section 14.25.3 The Department, the District of Columbia government, the Comptroller
General of the United States, the U.S. Department of Labor and any of their authorized
representatives shall have access to the books, records, documents and other evidence held, owned
or maintained by the Contractor for the purpose of inspection, audit and copying during normal
business hours and upon advance written notice to the Contractor. The Contractor shall provide
proper facilities for such access and inspection.

Section 14.25.4 The Contractor agrees to include the wording of this Section 1 4.25 in all
its subcontracts in excess of Five Thousand Dollars ($5,000.00) that directly relate to Project
performance.

Section 14.25.5 Audits conducted pursuant to this Section will be in accordance with
generally accepted auditing standards with the results prepared in accordance with generally
accepted accounting principles and established procedures and guidelines of the applicable
reviewing or audit agency.

Section 14.25.6 The Contractor agrees to the disclosure of all information and reports,
resulting from access to records, to any authorized representative of the Department. Where the
audit concerns the Contractor, the auditing agency will afford the Contractor an opportunity for an
audit exit conference and an opportunity to comment on the pertinent portions of the draft audit
report. The final audit report will include the written comments, if any, of the audited parties.

Section 14.25.7 The Contractor shall preserve all records described herein from the
effective date of the Contract completion and for a period of seven (7) years after a final settlement.
In addition, those records which relate to any dispute, appeal or litigation, or th e settlement of
claims arising out of such performance, or costs or items to which an audit exception has been
taken, shall be maintained and made available until seven (7) years after the date of resolution of
such dispute, appeal, litigation, claim or exception.

Section 14.26 Warranties and Representations

Section 14.26.1 All disclosures, representations, warranties, and certifications the
Contractor makes in its proposal in response to the RFQ shall remain binding and in effect
throughout the term of the Contract. The Contractor reaffirms that all such disclosures,
representations, warranties, and certifications are true and correct.
Section 14.26.2 If any disclosure, representation, warranty or certification the
Contractor has made or makes pursuant to the RFQ or the Contract, including, without limitation,

representations concerning the Contractor’s construction or design experience and qualifications,
claims or litigation history or financial condition, is materially inaccurate, that shall constitute a
material breach of the Contract, entitling the Department to all available remedies.

Section 14.26.3 The terms and conditions of Section 14.26 shall apply during both
the preconstruction and construction and design management phases.

Section 14.27 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 , and laborers, and the agents and employees of the
Subcontractors, Sub -Subcontractors, material suppliers, and laborers performing or supplying
Work in connection with the Project. This Section 14 .26 shall apply during both the
preconstruction and construction phases.

Section 14.28 Independent Contractor. In carrying out all its obligations under the
Contract, the Contractor shall be acting as an independent contractor, and not as an employee or
agent of the Department, or joint venturer or partner with the Department. The Contractor shall
have exclusive authority to manage, direct, and control the Work, and shall be responsible for all
construction means, methods, techniques, sequences, and procedures, as well as for Project safety.

Section 14.29 Non-Discrimination in Employment Provisions.

Section 14.29.1 District of Columbia Human Rights Act

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

b. Pursuant to Mayor’s Order 85 -85, (6/10/85), Mayor’s Order 2002 -175 (10/23/02),
Mayor’s Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter
11 of Title 4 of the D.C. Municipal Regulations, the following clauses apply to the
Agreement:
1. The Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, age, marital status,
personal appearance, sexual orientation, family responsibilities, matriculation,
political affiliation, or physical handicap.

2. The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their
race, color, religion, national origin, sex, age, marital status, personal appearance,
sexual orientation, f amily responsibilities, matriculation, political affiliation, or
physical handicap. The affirmative action shall include, but not be limited to, the
following:
i. Employment, upgrading, or transfer;
ii. Recruitment or recruitment advertising;
iii. Demotion, layoff, or termination;
iv. Rates of pay, or other forms of compensation; and
v. Selection for training and apprenticeship.
3. Unless otherwise permitted by law and directed by the Department, the Contractor
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the Department setting forth the provisions of
paragraphs 1 and 2 of Section 14.2 9.1(b) of this Agreement, concerning non -
discrimination and affirmative action.
4. The Contractor shall, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment pursuant to the non-discrimination requirements
set forth in Section 14.29.1.
5. The Contractor agrees to send to each labor union or representative of workers with
which it has a collective bargaining agreement, or other contract or understanding, a
notice to be provided by the Department, advising each labor union or workers'
representative of the Contractor’s commitments under this Section 14.29.1, and shall
post copies of the notice in conspicuous places available to employees and applicants
for employment.
6. The Contractor agrees to permit access by the Department to all books, records and
accounts pertaining to its employment practices for purposes of investigation to
ascertain compliance with this Section 14.29.1, and to require under terms of any
subcontractor agreement each subcontractor to permit access of the subcontractors,
books, records, and accounts for such purposes.
7. The Contractor shall include in every subcontract this Section 14.29.1, so that such
provisions shall be binding upon each subcontractor or vendor.
8. The Contractor shall take such action with respect to any subcontract as the CO may
direct as a means of enforcing these provisions, including sanctions for
noncompliance; provided, however, that in the event the Contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result
of such direction by the Department, the Contractor may request the District to enter
into such litigation to protect the interest of the District.

Section 14.29.2 PREGNANT WORKERS FAIRNESS

a. The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of
2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act).

b. The Contractor shall not:

1. Refuse to make reasonable accommodations to the known limitations related to
pregnancy, childbirth, related medical conditions, or breastfeeding for an
employee, unless the Contractor can demonstrate that the accommodation would
impose an undue hardship;

2. Take an adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee's conditions or privileges of
employment, including failing to reinstate the employee when the need for
reasonable accommodations ceases to the employee's original job or to an
equivalent position with equivalent:

i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;

3. Deny employment opportunities to an employee, or a job applicant, if the denial
is based on the need of the employer to make reasonable accommodations to the
known limitations related to pregnancy, childbirth, related medical conditions, or
breastfeeding;

1. Require an employee affected by pregnancy, childbirth, related medical
conditions, or breastfeeding to accept an accommodation that the employee
chooses not to accept if the employee does not have a known limitation related to
pregnancy, childbirth, relate d medical conditions, or breastfeeding or the
accommodation is not necessary for the employee to perform her duties;

2. Require an employee to take leave if a reasonable accommodation can be
provided; or

3. 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.

a. 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:

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

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

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

Section 14.29.3 UNEMPLOYED ANTI-DISCRIMINATION
a. The Contractor shall comply with the Unemployed Anti-Discrimination Act of 2012,
D.C. Official Code § 32-1361 et seq. (“Anti- Discrimination Act”).

b. The Contractor shall not:

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

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

Section 14.30 The Quick Payment Act

Section 14.30.1 Interest Penalties to Contractors

Section 14.30.1.1 The District will pay interest penalties on amounts due to the Contractor
under the Quick Payment Act, D.C. Official Code §2 -221.01 et seq., as amended, for the period
beginning on the day after the required payment date and ending on the date on which payment of
the amount is made. Interest shall be calculated at the rate of 1.5% per month. No interest penalty
shall be paid if payment for the completed delivery of the item of property or service is made on
or before the required payment date. The required payment date shall be:

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

Section 14.30.1.2 Any amount of an interest penalty which remains unpaid at the end of
any 30 -day period shall be added to the principal amount of the debt and thereafter interest
penalties shall accrue on the added amount.

Section 14.30.1.3 No interest penalty shall be due to the Contractor if payment for the
completed delivery of goods or services is made on or after:

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

Section 14.30.2 Payments to Subcontractors

Section 14.30.2.1 The Contractor must take one of the following actions within seven (7)
days of receipt of any amount paid to the Contractor by the 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.

Section 14.30.2.2 The Contractor must pay any subcontractor or supplier interest penalties
on amounts due to the subcontractor or supplier beginning on the day after the payment is due and
ending on the date on which the payment is made. Interest shall be calculated at the rate of 1.5%
per month. No interest penalty shall be paid on the following if payment for the completed delivery
of the item of property or service is made on or before:
a. The 3rd day after the required payment date for meat or a meat product;
b. The 5th day after the required payment date for an agricultural commodity; or
c. The 15th day after the required payment date for any other item.

Section 14.30.2.3 Any amount of an interest penalty which remains unpaid by the
Contractor at the end of any 30 -day period shall be added to the principal amount of the debt to
the subcontractor and thereafter interest penalties shall accrue on the added amount.

Section 14.30.2.4 A dispute between the Contractor and subcontractor relating to the
amounts or entitlement of a subcontractor to a payment or a late payment interest penalty under
the Quick Payment Act does not constitute a dispute to which the District of Columbia is a party.
The District may not be interpleaded in any judicial or administrative proceeding involving such
a dispute.

Section 14.30.3 Subcontractor Quick Payment Clause Flow-Down Requirements

Section 14.30.3.1 The Contractor shall include in each subcontract under this Contract a
provision requiring the subcontractor to include in its contract with any lower -tier subcontractor
or supplier the payment and interest clauses required under paragraphs (1) and (2) of D.C. Official
Code §2-221.02(d).

Section 14.31 Confidentiality of Information. The Contractor shall keep all information
relating to any employee or customer of the District in absolute confidence and shall not use the
information in connection with any other matters; nor shall it disclose any such information to any
other person, firm or corporation, in accordance with the District and federal laws governing the
confidentiality of records. In the course of the Contractor’s performance of the work, the
Department may make available to the Contractor information that the Department designates as
trade secrets or other confidential engineering, technical and business information. As long as, and
to the extent that, such information remains confidential and available to others only with the
consent of the Department, or is not generally a vailable to the public from other sources, the
Contractor shall maintain such information in strict confidence and shall not disclose any such
information to others (including its employees or subcontractors), except to the extent necessary
to enable the Contractor to carry out the projects. The Contractor shall similarly obligate any and
all persons to whom such information is necessarily disclosed to maintain the information in strict
confidence. The Contractor agrees that, in the event of any breach of this confidentiality obligation,
the Department shall be entitled to equitable relief, including injunctive relief or specific
performance, in addition to all other rights or remedies otherwise available.

Section 14.32 FREEDOM OF INFORMATION ACT (“FOIA”)

The District of Columbia Freedom of Information Act, at D.C. Official Code § 2-532 (a-3), requires
the District to make available for inspection and copying any record produced or collected pursuant
to a District contract with a private contractor to perform a public function, to the same extent as if
the record were maintained by the agency on whose behalf the contract is made. If the Contractor
receives a request for such information, the Contractor shall immediately send the request to the
PM designated in each Task Order Agreement who will provide the request to the FOIA Officer for
the agency with programmatic responsibility in accordance with the D.C. Freedom of Information
Act. If the agency with programmatic responsibility receives a request for a record maintained by
the Contractor pursuant to the Contract, the PM will forward a copy to the Contractor. In either
event, the Contractor is required by law to provide all responsive records to the PM within the
timeframe designated by the PM. The FOIA Officer for the agency with programmatic
responsibility will determine the releasabilit y of the records. The District will reimburse the
Contractor for the costs of searching and copying the records in accordance with D.C. Official Code
§2-532 and Chapter 4 of Title 1 of the D.C. Municipal Regulations.

Section 14.33 AMERICANS WITH DISABILITIES ACT OF 1990 (“ADA”)

During the performance under this Agreement, the Contractor and any of its subcontractors shall
comply with the ADA. The ADA makes it unlawful to discriminate in employment against a
qualified individual with a disability. See 42 U.S.C. §12101 et seq.

Section 14.34 CONTRACTS IN EXCESS OF ONE MILLION DOLLARS

Any contract in excess of $l,000,000 shall not be binding or give rise to any claim or demand against
the District until approved by the Council of the District of Columbia and signed by the Contracting
Officer.
Section 14.35 Me dia Releases. Neither the Contractor, its employees, agents or
subcontractors or material suppliers shall make any press release or similar media release related
to any project unless such press releases have been discussed with the Department prior to its
issuance.

Section 14.36 Prohibition Against Contractor’s Performance of Inherently
Governmental Functions

Pursuant to D.C. Official Code § 2 -352.05a, the Contractor shall not perform any inherently
governmental function. An inherently governmental function involves, among other things, the
interpretation and execution of the laws of the District to: (1) Bind the District to take or not to take
some action by contract, policy, regulation, authorization, order, or otherwise; (2) Appoint, direct,
or control officials or employees of the District; (3) Exert ultimate control over the acquisition, use,
or disposition of the property, real or personal, tangible or intangible, of the District, including the
control, or disbursement of, appropriated and other District funds; (4) With respect to contracts to
procure goods or services for the District: (A) Determine what s upplies or services are to be
acquired by the District, and at what prices; provided, that the Mayor or the Mayor's designee may

give a contractor authority to acquire supplies for the District at prices within specified ranges and
subject to other reasonable conditions considered appropriate; (B)Participate as a voting member
on any source-selection board, unless the contractor has: (i) Been hired by the District for its specific
technical expertise; and (ii) No conflict of interest exists with regard to the contract or vendors
under consideration by the source -selection board; (C) Approve any contractual documents, to
include docum ents defining requirements, incentive plans, and evaluation criteria; (D) Award
contracts; (E) Administer contracts, including ordering changes in contract performance or contract
quantities, taking action based on evaluations of contractor performance, and accepting or rejecting
contractor products or services; (F) Terminate contracts; (G) Determine whether contract costs are
reasonable, allocable, or allowable; and (H) Evaluate a Contractor’s performance when the
evaluation is to be used to determine whet her payment should be made to the contractor and in
what amount. Given the foregoing, the Contractor acknowledges that only District government
employees may perform inherently government functions; and, the Contractor is required to notify
the CO and COTR in writing if its work under this Contract requires District government employees
to perform inherently governmental functions.

Section 14.37 Campaign Finance Reform Act

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

IN WITNESS WHEREOF , the Parties have executed this Agreement for Demolition,
Abatement, and Remediation Services (DCAM-25-CS-RFQ-0012A) as of the date last written
below.

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

By:
Name: James H. Marshall
Title: Contracting Officer
Date:

ATMOS SOLUTIONS, INC.
By:
Name:
Title:
Date:

List of Exhibits

Exhibit A1 The Department’s Standard Contract Provisions (Construction Contracts)
Exhibit A2 Standard Contract Provisions (Architectural & Engineering Services Contracts)
Exhibit B Department’s Designated Representatives
Exhibit C Equal Employment Opportunity and Hiring of District Residents
Exhibit D The Living Wage Act of 2006
Exhibit E Form of Task Order Agreement
Exhibit F1 Davis Bacon Wage Determination
Exhibit F2 Title 29 Code of Federal Regulations 5.5
Exhibit G Form of Lien Waiver
Exhibit H Campaign Finance Reform Act Self-Certification Form