Proposed Contract No. DCAM-26-CS-SS-0001 with VIKA Capitol LLC

MURIEL BOWSER
MAYOR
June 23, 2026
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code§
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
definitive Contract No. DCAM-26-CS-SS-0001 with VIKA Capitol LLC in the not-to-exceed
amount of$4,353,611. The contract's period of performance is from June 11, 2026, to September
30, 2030.
Under the proposed contract, VIKA Capitol LLC will provide professional planning and design
services to support the redevelopment of Hill East, including the development of a 100%
construction set design documents and project specifications, including preliminary cost
estimate/budget, scope, design schedule, and budget updates.
My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please contact Delano
Hunter, Director, Department of General Services ("DGS"), or have your staff contact Dr. Jacque
McDonald, Associate Director and Chief Procurement Officer, DGS, at (202) 727-2800.
I look forward to the Council's favorable consideration of this contract.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

1

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

COUNCIL CONTRACT SUMMARY
(Definitive Letter Contract)

(A) Contract Number: DCAM-26-CS-SS-0001

Contractor: VIKA Capitol, LLC (the “Contractor”)

Principals: See Exhibit A attached

Proposed Contract Amount: Not-to-exceed (“NTE”) amount of $4,353,611

Unit and Method of Compensation: Progress payments based on Schedule of Values

Term of Contract: June 11, 2026 (date Notice to Proceed was
executed) to September 30, 2030.

Type of Contract: Firm Fixed Price

Source Selection Method: Sole Source

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

N/A

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

The Notice to Proceed and Letter Contract was executed on June 11, 2026.

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

The Letter Contract has not been extended.

2

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

The total value of the goods and services provided to date under the Letter Contract is $950,000,00
which represents the not-to-exceed amount established by the Letter Contract.

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

If approved, the Contractor shall provide professional planning and design services to support
the Project including the development of a 100% Construction Set design documents in line
with the Master Plan for the Hill East Redevelopment Program. The Contractor’s work shall
also include the development of project specifications including preliminary cost
estimate/budget, scope, design schedule and budget updates at each drawing iteration. As part
of the design iterations, the Contractor shall prepare and coordinate a Permit Set submission to all
required municipalities in addition to all other requirements and meetings to receive timely
construction permits. The Contractor shall also provide Construction Administration services.

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

The proposed contract utilized the sole source method of procurement.

Given the significant design, engineering and planning work the Contractor has already completed
for Phase II, along with their familiarity with the Project’s design specifications and engineering
standards, it was determined by written determination on June 9, 2026, to be in the District’s best
interest to obtain the services of the Contractor through a sole source procurement.

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

The award of the Contract was not protested.

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

The Contractor, a local certified business enterprise, was selected by both development teams
selected to redevelop Hill East to provide the required design services for the Project. The
Contractor completed all design services for the now completed Phase I of the Hill East
Redevelopment Plan (“Phase I”) in a satisfactory manner and has successfully completed
significant work on the Phase II designs.

3

In addition to its work at Hill East, the Contractor has completed a number of projects for the
District’s Department of Transportation including Ingraham Street, NE, roadway between
South Dakota Ave and Hamilton St, Art Place at Fort Totten - 3rd Street NE, and the Yards
Right-of-way Coordination. The Contractor has also completed numerous similar projects for
DC Water.

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

The Contractor is a certified business enterprise in accordance with the Act (CBE Number:
L39272122028). The Contractor submitted a subcontracting plan that meets the minimum
requirements of the Act.

Total Contract Amount: $4,353,611
Contractor Self-Perform: $4,353,611

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

In general, the Contractor must perform the requirements contained in the Contract and meet or
exceed the performance standards therein. The Contractor’s performance will be monitored by
DGS staff and DGS’ designated Program Manager (“PM”). All deliverables require the review
and approval of the Contracting Officer’s Technical Representative (“COTR”) and the Office of
the Deputy Mayor for Economic Development (DMPED). In addition, the DGS PM will closely
monitor the project schedule and important milestone dates to ensure essential project milestones
are met. Finally, all work performed by the Contractor must be provided in accordance with the
Department of General Services Standard Contract Provisions (General Provisions) for Architect
and Engineering contracts.

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

The Letter Contract executed by the Department on June 11, 2026, provides for a not-to-exceed
amount of $950,000,00 representing the total expenditure of funds authorized to date.

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

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

4

(N) 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 current pending legal claims
against the District.

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

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

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

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

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

According to the DSLBD website, the Contractor is a certified Local Business Enterprise. The
Contractor’s CBE Number is L39272122028, with an expiration date of December 17, 2028.

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

N/A

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

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

5

(T) 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):

None

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

Contract award information will be published on the DGS website.

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

The Notice of Intent to Award a Sole Source Contract was posted on the DGS web site January
8, 2026, and can be accessed at https://dgs.dc.gov/event/sole-source-procurement-ae-services-
%E2%80%93-hill-east-phase-ii-public-roadway-and-infrastructure

(W) (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.

6

Exhibit A

Principals

• Kyle U. Oliver, P.E., Owner, Principal Director
• Matthew C. Hull, Owner, Vice President / Director of Land Surveying
• Brian J. Ruhl, Director of Landscape Architecture/Member/Vice President

• Anika F. Quinn, Assistant Director of Land Surveying/ Vice President/ Member
• Soneil Charles, Associate Member
• P. Christopher Champange, Owner
• Robert R. Cochran, Owner

• John F. Amatetti, Owner

1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 12, 2026 L0016679992Notice Number:
FEIN: **-***6103
Case ID: 19008439

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
VIKA CAPITOL LLC
4910 MASSACHUSETTS AVENUE
WASHINGTON DC 20016

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

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
Memorandum
To: Delano Hunter
Director, Department of General Services
From: Antoinette Hudson Beckham
Agency Fiscal Officer
Reference: Contract No. DCAM-26-CS-SS-0001 – AE Services Hill East Public Roadway and
Infrastructure
Date: June 11, 2026
Subject: Fiscal Sufficiency Certification
In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”),
I hereby state that contract tto provide architectutal and engineering services for the Hill East public roadway and
infrastructurehe (DCAM-26-CS-SS-0001) (the “Contract”) with VIKA Capitol, LLC(the “Contractor”),
in the amount of Three Million Four Hunderd and Three Thousand Six Hundred Eleven Dollars
($3,403,611.00) is consistent with the Department’s current budget and that adequate funds are available
in the budget for the expenditure.
Per Contracts & Procurement (C&P) team, the Department of General Services (DGS) issued a letter
contract in the amount of $950,000.00. The Letter Contract was funded under PO741279. The
Department is now seeking approval to increase the contract’s not-t o-exceed (NTE) amount by
$3,403,611.00 to provide funding for the definitive contract. This will increase the contract’s NTE
from $950,000.00 to $4,353,611.00 ($3,403,611.00 + $950,000.00)
The Department of General Services (DGS – Seller AGY) has $4,353,611.00 in the Office of the
Deputy Mayor for Planning and Economic Development (DMPED – Buyer AGY) interagency capital
budget authority balance.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

The PASS/DIFS information is as follows.

Project Name Project
Number
Fund
Detail AY Seller
AGY
Buyer
AGY RQ/PO Amount Comments

EB0.EB422C.HILL EAST 1

300192 3030300

N/A

AM0 EB0 PO741279 $950,000.00 Letter
Contract

EB0.EB422C.HILL EAST 1

300192 3030300 N/A AM0 EB0

RK328260

$3,403,611.00

Definitive
Contract
TOTAL $4,353.611.00

_________________________
Antoinette Hudson-Beckham
Agency Fiscal Officer
Department of General Services

Contracts & Procurement

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: Shaley Williams
Senior Assistant General Counsel

SUBJECT: Legal Sufficiency Certification

Proposed Architectural & Engineering (A/E) Services Contract
Hill East Phase II – Public Roadway and Infrastructure

Contract Number: DCAM-26-CS-SS-0001
Contractor: VIKA Capitol, LLC

DATE: June 12, 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.

____________________________
Shaley Williams
Senior Assistant General Counsel

Contracts & Procurement

February 27, 2026

Sent via email to: Oliver@vikacapitol.com

Kyle Oliver
Principal Director
VIKA Capitol, LLC
4910 Massachusetts Avenue, NW
Suite 16
Washington, DC 20016

Reference: DCAM-26-CS-SS-0001 A/E Services – Hill East Phase II Public Roadway and
Infrastructure
Subject: Notice to Proceed and Letter Contract

Dear Mr. Oliver,

Having satisfied the District of Columbia’s requirements to publicly post the Department of General
Services’ (DGS or Department) Notice of Intent to Award a Sole Source Contract, the Department
would like to move forward with issuing a Notice to Proceed and Letter Contract to VIKA Capitol to
complete the architectural and engineering services including Title I and Title II services for Phase II
of the Public Roadway and Infrastructure for the redevelopment of Hill East located at 1900
Massachusetts Avenue, SE Washington DC 20003 (the “Project”). Reference is made to the proposal
submitted VIKA (Exhibit 1), the Form of Contract (Exhibit 2) to be executed by the Parties once the
Council of the District of Columbia approves the contract , and the Department of General Services
Standard Contract Provisions General Provisions (Architect and Engineering Contracts) (Exhibit 3).

If this Letter Contract (“Letter Contract”) is signed by the A/E without modification of any kind, it
will serve as a notice to proceed with the work described below. This notice to proceed is subject to the
following terms:

1. Letter Contract. This is a Letter Contract between the A/E and the District of Columbia
Government, acting by and through its Department of General Services (“DGS” or the “Department”),
and shall govern our relationship until such time as a final contract is entered into for the work
described in the Form of Contract ( Exhibit 2); provided, however, that to the extent an issue is not
covered in this Letter Contract, the Form of Contract (Exhibit 2) shall govern. Once the Form of
Contract (Exhibit 2 ) is executed by an authorized Contracting Officer, this Letter Contract shall
automatically be incorporated into and shall merge into and be superseded by the Definitized Contract.

2. Scope of Work. The A/E shall complete the architectural and engineering services including
Title I and Title II services for Phase II of the Public Roadway and Infrastructure for the redevelopment
of Hill East located at 1900 Massachusetts Avenue, SE Washington DC 20003 (the “Project”) as
described in the Form of Contract.

3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the A/E
shall provide, at a minimum, the deliverables in accordance with the requirements in th e Form of
Contract to the Department’s Program Manager and in the referenced instances to the Contracting
Officer.
4. Not to Exceed Amount. The limit of this authorization is up to $950,000 not -to-exceed (“Not
to Exceed” amount or “NTE”) for architectural and engineering services as further described in the
Schedule of the Values Exhibit 4. In no event shall the A/E be entitled to receive more than the NTE
under this Letter Contract unless authorized in advance and in writing by a duly authorized Contracting
Officer. This NTE amount includes all costs incurred by the A/E in connection with the work authorized
hereby.

5. Insurance. At all times while working under this Letter Contract, the A/E shall maintain
insurance as described in the Form of Contract. All such policies shall be endorsed to add the District of
Columbia, including, but not limited to, its Department of General Services, and the respective agents,
employees, and offices of each as additional insureds.

6. Duration. Once signed by the A/E, the Letter Contract will become effective on the date the
Letter Contract is executed by the Department. This Letter Contract will terminate on the earlier to
occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) [Insert Date]
DGS reserves the right to terminate this Letter Contract, in whole or specified part, for convenience in
the manner described in Article 8 of the District of Columbia Department of General Services Standard
Contract Provisions General Provisions for Architectural and Engineering Services Contract Exhibit
3.

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

8. Key Personnel. To carry out its duties, the A/E shall provide at least the key personnel
identified in Exhibit 5 (“Key Personnel”), who shall carry out the functions identified in Exhibit 5.
T he Key Personnel shall include (i) the Design Principal; (ii) Design Project Manager; (iii) Permit
Expediter; and (iv) Civil engineer,

It is contemplated that these Key Personnel will work from the design stage, purchasing, and
throughout the bulk of the fieldwork. The A/E’s obligation to provide adequate staffing is not limited
to providing the Key Personnel but is determined by the needs of the Project. If any of the Key
Personnel becomes unavailable to perform services in connection with the Letter Contract due to death,
disability, or separation from the employment of the A/E or any affiliate of the A/E, then the A/E shall
promptly notify the Department’s Contracting Officer and propose a replacement acceptable to the
Department. The Department shall be entitled to complete information before approving such
replacement. Certain members of the A/E’s Key Personnel shall be subject to a replacement fee for

their removal or reassignment by the A/E.

If the A/E replaces one of the key personnel listed in Exhibit 5 as being subject to a replacement fee,
without the prior written consent of the Department, then the A/E shall pay the Department $25,000
for each replacement as a replacement fee and not a penalty, to reimburse the Department for its
administrative costs arising from the A/E’s failure to provide the Key Personnel. The foregoing
replacement fee amount shall not bar recovery of any other damages, costs, or expenses other than the
Department’s internal administrative costs.

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

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

10. Invoice Submittal. The A/E shall create and submit payment requests in an electronic format
through the DC Vendor Portal, https://vendorportal.dc.gov. The A/E shall submit proper invoices on a
monthly basis. To constitute a proper invoice, the A/E shall enter all required information into the
Portal after selecting the applicable purchase order number which is listed on the A/E’s profile.
Properly prepared invoices with the necessary backup shall be paid within thirty
(30) days of receipt. Invoices not paid by that date shall bear interest in accordance with the Quick
Payment Act. For assistance with the registration process call (202) 741-5200
or visit http://vendorportal.dc.gov to submit an inquiry.
11. Purchase Order Number. This Letter Contract will become effective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division will
issue a purchase order number and will be sent in a separate cover. That number should be included
in all future invoices and accounting records. In the event that you do not obtain a purchase order
number please contact James Marshall via james.marshall@dc.gov directly to obtain this number.
12. Ownership and Use of Documents. All documents and work products prepared by the A/E
shall become the property of the Department upon the payment of invoices submitted under the Letter
Contract.

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

14. Entire Agreement; Modification. This Letter Contract, along with the Standard Contract
Provisions, Architectural & Engineering Services (Exhibit 3) supersede all contemporaneous or prior
negotiations, representations, course of dealing, or agreements, either written or oral. No modifications
to this Letter Contract shall be effective against the Department and unless made in writing signed by
the Department. Notwithstanding the provisions of this Section 15, nothing herein shall limit the
Department’s ability to unilaterally modify this Letter Contract.

15. Service Contract Act Wage Determination. The A/E agrees that the work performed under this
Letter Contract shall be subject to the Service Contract Act Wage Determination as set forth in Exhibit
6.

16. Living Wage Act. The A/E agrees that the work performed under this Letter Contract shall be
subject to the Living Wage Act in effect at the time of Letter Contract execution by the Department.
As such, the A/E and its subcontractors shall comply with the wage reporting requirements imposed
by the act as set forth in Exhibit 7.

17. Nonprofit Fair Compensation Act of 2020, D.C. Code § 2-222.01 Et Seq.

17.1 Nonprofit organizations, as defined in the Act, shall include in their rates the indirect costs
incurred in the provision of goods or performance of services under this contract pursuant to the
nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement (NICRA). If a nonprofit
organization does not have an unexpired NICRA, the nonprofit organization may elect to instead
include in its rates its indirect costs:
(1) As calculated using a de minimis rate of 10% of all direct costs under this contract;
(2) By negotiating a new percentage indirect cost rate with the awarding agency;
(3) As calculated with the same percentage indirect cost rate as the nonprofit organization
negotiated with any District agency within the past two (2) years; however, a nonprofit
organization may request to renegotiate indirect cost rates in accordance with Section 18.2; or
(4) As calculated with a percentage rate and base amount, determined by a certified public
accountant, as defined in the Act, using the nonprofit organization’s audited financial statements
from the immediately preceding fiscal year, pursuant to the OMB Uniform Guidance, and
certified in writing by the certified public accountant.

17.2 If this Contract is funded by a federal agency, indirect costs shall be consistent with the
requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations.

17.3 The A/E shall pay its subcontractors which are nonprofit organizations the same indirect cost
rates as the nonprofit organization subcontractors would have received as a prime contractor.

18. Equal Employment Opportunity and Hiring of District Residents. The A/E shall comply with
applicable laws, regulations, and special requirements of the Contract Documents regarding equal
employment opportunity and affirmative action programs. In accordance with the District of Columbia
Administrative Issuance System, Mayor’s Order 85-85 dated June 10, 1985 (Exhibit 8).

19. Campaign Finance Reform Act. Prior to the execution of the Contract, the A/E shall complete and
submit to the Department a completed Campaign Finance Reform Act Self-Certification Form,
Exhibit 9, pursuant to D.C. Official Code § 1-1161.01.

20. Exhibits

Exhibit 1 A/E Proposal
` Exhibit 2 Form of Contract
Exhibit 3 Department of General Services (General Provisions) Architect and
Engineering Contracts
Exhibit 4 Schedule of Values
Exhibit 5 Key Personnel
Exhibit 6 Service Contract Age Wage Determination
Exhibit 7 Living Wage Information
Exhibit 8 Equal Employment Opportunity
Exhibit 9 Campaign Reform Self-Certification

ISSUED BY: ACCEPTED BY:
THE DEPARTMENT OF GENERAL VIKA CAPITAL, LLC
SERVICES

By: By:
Name: James H. Marshall Name:
Title: Contracting Officer Title:
Date: Date:
6/11/2026

Exhibits

ARCHITECTURAL AND ENGINEERING SERVICES AGREEMENT

HILL EAST PHASE II PUBLIC ROADWAY AND INFRASTRUCTURE

AT

1900 MASSACHUSETTS A VENUE, SE WASHINGTON DC 20003

BY AND BETWEEN

THE DISTRICT OF COLUMBIA DEPARTMENT OF GENERAL SERVICES

AND

VIKA CAPITOL, LLC

CONTRACT NUMBER: DCAM-26-CS-SS-0001

THIS AGREEMENT (“Agreement” or “Contract” ), effective on the date of the last
signature of the Parties’ duly authorized representatives is made by and between the DISTRICT
OF COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF GENERAL
SERVICES (“Owner”, “District”, “DGS” or the “Department”) and VIKA CAPITOL, LLC (the
“Architect/Engineer”, “A/E”, “Prime Contractor” or “Contractor”), duly organized under the laws
of the District of Columbia, and a place of business at 4910 Massachusetts Avenue NW, Suite 16
Washington, DC 20016. The Departmen t and the A/E are referred to herein as the “ Parties” or
individually as the “Party”.

WITNESSETH:

WHEREAS, The Department posted its Notice of Intent to Issue a Sole Source Contract
on January 8, 2026, to the A/E to provide architectural and engineering services including Title
I and Title II services for Phase II of the Public Roadway and Infrastructure for th e
redevelopment of Hill East located at 1900 Massachusetts Avenue, SE Washington DC 20003
(the “Project”);

WHEREAS, the A/E submitted a proposal dated February 23, 2026, to provide such
services;

WHEREAS, the Department selected the A/E to provide all necessary design and related
services for the Project pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the Department requires that the Project, including the requisite construction,
be Substantially Complete as defined in the Construction contract the “Substantial Completion
Date”);

WHEREAS, the A/E wishes to provide all of the design and related services necessary
for the Project pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the Department intends to procure a General Contractor (the “General
Contractor” or “GC”) based on the 100% complete construction documents (Permit Set);

WHEREAS, the Department requires that the Project’s design be completed within timelines
set forth in Section 2.9 and

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

NOW, THEREFORE, the Department and the A/E, for the consideration set forth herein,
mutually agree as follows:

ARTICLE 1 GENERAL PROVISIONS

1.1 The A/E shall be responsible for the professional quality, technical accuracy, and
coordination of all studies, reports, recommendations, and other deliverables furnished by
the A/E for the Project under this Agreement. The A/E shall, without additional
compensation, correct or revise any non -conforming deliverables that are a result of errors,
omissions or both in its deliverables. The A/E shall perform its services consistent with the
professional skill and care ordinarily provided by architects and e ngineers practicing in the
same or similar locality under the same or similar circumstances. The A/E shall perform its
services as expeditiously as is consistent with such professional skill and care and the orderly
progress of the Project. The A/E shall review all laws, codes, and regulations applicable to
the A/E's services. The A/E shall respond to requirements imposed by governmental
authorities having jurisdiction over the Project.

1.2 The A/E shall not engage in any activity, or accept any employment, interest or
contribution that would reasonably appear to compromise or conflict the A/E ’s professional
judgment with respect to this Project.

1.3 Relationships of Parties. The A/E accepts the relationship of trust and confidence
established with the Department by this Agreement, and contracts with the Department to
furnish the A/E’s reasonable skill and judgment and to cooperate with the Project Manager
in furthering the interests of the Department. The A/E shall use its best efforts to perform the
required services in an expeditious and economical manner consistent with the interest s of
the Department. The Department shall endeavor to promote harmony and cooperation
among the Department, A/E, PM, and other persons or entities employed by the Department
for the Project.

1.3.1 Program Manager. The Contracting Officer’s Technical Representative
(“COTR”) has assigned a PM to provide certain project management functions on behalf of
the COTR. The PM shall, at all times, act solely for the benefit of the Department, not the
A/E. Although day -to-day communications with the A/E shall be routed through the PM,
only the individual(s) specified as Contrac ting Officer(s) in Section 1.3.3 shall have the
authority to alter the terms of this Contract. Thus, the A/E hereby acknowledges and agrees
that only a duly authorized Contracting Officer has the authority to issue Change
Orders, Contract Modifications or Change Directives on the Department’s behalf.
Without limiting the generality of the foregoing, it is understood and agreed that the Project
Manager shall not have the authority to alter or modify the terms of the Contract, including
but not limited to increasing the fee or the not -to-exceed amount es tablished under this
Contract. The PM for the Project under this Contract is:

Kevon Levenberry
Program Manager
Capital Construction Services
Department of General Services
3924 Minnesota Ave SE, 5th Floor
Washington, DC 20019
Mobile: 771-220-8535
Kevon.Levenberry@dc.gov
1.3.2 Contracting Officer’s Technical Representative The COTR is responsible
for general administration of the contract and advising the Contracting Officer (“CO”) as to
the Contractor’s compliance or noncompliance with the contract . The COTR has the
responsibility of ensuring the work conforms to the requirements of the contract and such
other responsibilities and authorities as may be specified in the contract. These include:
1.3.2.1 Keeping the CO fully informed of any technical or contractual
difficulties encountered during the performance period and advising the CO of
any potential problem areas under the contract; 1.3.2.2 Coordinating site entry
for Contractor personnel, if applicable;
1.3.2.3 Reviewing invoices for completed work and recommending approval
by the CO if the Contractor’s costs are consistent with the negotiated
amounts and progress is satisfactory and commensurate with the rate
of expenditure;
1.3.2.4 Reviewing and approving invoices for deliverables to ensure receipt of
goods and services. This includes the timely processing of
invoices and vouchers in accordance with the District’s payment
provisions; and
1.3.2.5 Maintaining a file that includes all contract correspondence,
modifications, records of inspections (site, data, equipment) and
invoice or vouchers.

1.3.2.6 The address and telephone number of the COTR is:

Renee Holmes
Executive Program Manager/COTR
3924 Minnesota Avenue, NE 5th Floor
Washington, DC 20019
Office: (202)
Email: renee.holmes@dc.gov
1.3.2.7 The COTR shall NOT have the authority to:

a) Award, agree to, or sign any contract, delivery order or task
order. Only the CO shall make contractual agreements,
commitments or modifications;
b) Grant deviations from or waive any of the terms and
conditions of the contract;
c) Increase the dollar limit of the contract or authorize work
beyond the dollar limit of the contract,
d) Authorize the expenditure of funds by the Contractor;
e) Change the period of performance; or
f) Authorize the use of District property, except as specified
under the contract.

1.3.2.8 The Contractor will be fully responsible for any changes not authorized
in advance, in writing, by the CO; may be denied compensation or
other relief for any additional work performed that is not so
authorized; and may also be required, at no additional co st to the
District, to take all corrective action necessitated by reason of the
unauthorized changes.

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

James H. Marshall
Contracting Officer
Department of General Services
3924 Minnesota Avenue NE, 5th Floor
Washington, DC 20019
Office: 202.664-0416
Email: james.marshall@dc.gov

1.4 Project Description. The A/E shall provide professional planning and design services to
support the Project as described in Section 2.

1.5 All deliverables are subject to review and approval by the COTR. The A/E shall prepare,
modify, and correct all such non -conforming deliverables in sufficient detail to obtain final
approval under the Contract.

1.6 Neither the District’s review, approval or acceptance of, nor payment for, any of the
services required under this Contract shall be construed as a waiver of any rights under this
Contract or of any cause of action arising out of the performance of this Contract and the A/E
shall be and remain liable to the District in accordance with applicable law for all damages
to the District caused by the A/E's negligent performance of any of the services furnished
under this Contract.

1.7 The rights and remedies of the District provided for under this Contract are in addition to
any other rights and remedies provided by law.

1.8 During the performance of work under this Contract, the A/E shall submit a monthly
progress report, completely and clearly stating the current status of the A/E's work under this
Contract. The proposed form of this report shall be submitted for review and approval prior
to the first invoice for partial payment.

1.9 During the performance of work under this Contract, the A/E shall take notes and minutes
of any meeting attended in connection with the Project, recording any decision altering,
expanding, or deleting any provision which may affect the contractual obligation, and submit
two (2) copies to the PM.

1.10 Schedule. A schedule for the Project is set forth in Exhibit F. The A/E shall provide the
services required hereunder in accordance with this schedule.

ARTICLE 2 SCOPE OF SERVICES

2.1 Introduction

2.1.1 The A/E shall provide professional planning and design services to support the Project
including the development of a 100% Construction Set design documents in line with the
Master Plan for the Hill East Redevelopment Program. The A/E’s work shall also include the
development of project specifications including preliminary cost estimate/budget, scope,
design schedule and budget updates at each drawing iteration. As part of the design iterations,
the A/E shall prepare and coordinate a Permit Set submission to all required municipalities in
addition to all other requirements and meetings to receive a timely construction permits. the
A/E shall also provide Construction Administration services.

2.1.2 The work under this Contract shall be performed and documented in a professional
manner. The A/E shall coordinate all work through a designated single point of contact
including but not limited to all site surveys and other field investigations germane to the work.
The A/E shall ensure all developed documents are compliant with all appropriate regulatory
agencies.

2.1.3 The Department will provide the A/E access to the DGS ProjectTeam system. The A/E
shall be responsible for using ProjectTeam to execute selected contract document
requirements in coordination with DGS’ Program Manager to include communication with
the general contractor during the construction phase.

2.1.4 The A/E shall serve as a proactive participant in the Office of the Deputy Mayor for
Planning and Economic Development (“DMPED”)/DGS led community engagement. At the
direction of DMPED/DGS, the A/E shall participate in community outreach to groups of
people who share a common interest in the surrounding geographical location of the Project.
This group could contain Ward 7 ANC’s, residents, religious leaders within the surrounding
neighborhoods, residential leaders, government representatives, and busi nesses within the
Ward 7 boundaries and schedule community engagement meetings throughout planning and
design process. During these meetings the A/E shall be prepared to provide technical
information on the planning approach and design challenges, updates to the community on
the progress of the design and the implementation of design aspects where there has been
agreement with DMPED/DGS and the community. As the design develops, the A/E shall be
prepared to present graphic information to illustrate the pro gress during the community
meetings. These meetings generally occur on a monthly basis.”

2.2 Requirements

2.2.1 Iterative Site Design Development

The A/E shall develop Permit Set for the Project, developed and submitted to the
stakeholders in the following typical design iterations; Design Development and Permit Set
production. Each of these design phases shall include in -progress reviews generally at 30%,
60% and 100% completion of each iteration. The A/E shall develop Permit Set for the Project,
developed and submitted to the stakeholders in the following typical design iterations: (i)
Design Development; and (ii) Permit Set production. Each of t hese design phases shall
include in-progress reviews generally at 30%, 60% and 100% completion of each iteration.
A/E shall provide support to stakeholders, as needed, during the design and construction of
the Hill East Roadway and Infrastructure Program. Generally, this support entails items such
as providing summary information to convey to senior leaders, occasional participation in
stakeholder meetings as required and coordination with the General Contractor on
preconstruction activities prior to the fu ll commencement of the A/E’s Construction
Administration.

2.2.1.1 Design Development

2.2.1.1.1 The A/E shall include the following requirements in support of the Design Development
portion of the Project:

a) Preliminary Plan and Profile of Roadway Connections to Independence
Avenue & For Remaining Roads within Hill East. Plat of Computation to
Create Lots For Remaining Roads within Hill East. Legal Descriptions of
New Lots (Owners Attorney to file/Track Crea tion of DDOT Right of
Ways. Concept Stormwater Management (“SWM”) Design for Remaining
Roads within Hill East. Water, Sanitary and Storm Drain layouts. Dry
Utility Coordination for Remaining Roads within Hill East.
b) Project Specifications including Special Provisions.
c) Complete site plan drawings and details showing, all site features,
attributes and variances from existing conditions. These drawings shall
include a finalized stormwater management plan, paving layouts, traffic
circulation, lighting, signage and utilities and any necessary civil
engineering documents required by the authority having jurisdiction
(“AHJ”). Coordinate final utility plans as required.
d) Value engineering analysis and detailed recommendation for Project
savings (even if the Project is not over budget).
e) Contractor’s Quality Control Plan Information. This information shall be
included in the Project Specifications and customized to the Project.
It shall guide the Contractor on key information to include in their
testing & inspection log, list the minimum definable features of work
(“DFOW”), provide the minimum requirements for Project mock -ups
and submittal schedules. Provide guidance for the Contractor on forms
and templates needed for the Project. Provide guidance for the
Contractor on the Quality Assurance oversight to be performed by t he
A/E and the Contactor’s reporting expectations.
f) Quality Assurance Plan. Provide to the DGS PM the plan of the A/E
oversight of the Contractor’s Quality Control Plan that will ensure the
Contractor manages its production quality.
g) Provide a submittal register indicating all required submittals expected
from the Contractor.
h) Design team clarifications and scoping narrative addressing any scope that
is not apparent in Drawings or Specifications or items that are still being
coordinated to aid in the bidding process.
i) Participate in community meetings as required by DGS/DMPED
j) Coordinate with the DC Historic Preservation Office (“ HPO”) and other
agencies, commissions, groups, etc. as required. Attend meetings and
hearings if necessary
k) Respond in writing to all DGS and DMPED comments on plans
l) Act as scribe for all design -related meetings. Distribute meeting minutes
to all attendees
m) Develop and coordinate and schedule of agency review meetings with at a
minimum, DMPED, Office of Planning (“OP”), Department of Energy and
Environment (“DOEE”) District Department of Transportation (“DDOT”),
and the Department of Buildings (“DOB”). The A/E shall ensure that the
schedule is provided to DGS.
n) Provide a Permitting and Approvals Process Plan including meetings with
necessary approval agencies as required.
o) Provide a design narrative from the A/E and all design consultants
including landscape, and structural as it relates to existing conditions and
anticipated work.
2.2.1.1.2 Design Development Deliverables

The A/E shall provide the following as part of the Design Development submission to the
Department:

a) 100% Permit Set Development Documents to include design drawings and
Project Specifications.
b) Value Engineering Analysis.
c) Quality Assurance Plan for construction oversight.
d) Submittal Register.
e) Cost estimates for each phase of design development.
f) Design team clarifications and scoping narrative.
g) Updated Design Schedule including information showing recovery
time for inexcusable delays.

2.2.1.2 Construction Documents

2.2.1.2.1 The A/E shall include the following requirements in support of the completion of
Construction Documents for the Project:

a) Complete drawings and specifications for construction. This document set
shall include any approved value engineering that took place during the
previous iterations. All final coordination among the design disciplines shall
be completed.
b) The A/E shall include the final version of all requirements from previous
drawing iterations into the Construction Documents.
c) Present the design to all required regulatory agencies
d) Participate in Construction Update Community Meetings, and other
community meetings as required by DGS/DMPED.
e) Respond in writing to all DGS and DMPED comments on plans.
f) Act as scribe for all design-related meetings. Distribute meeting minutes to
all attendees.
g) Provide Design Schedule monthly update.
h) The A/E shall use professional judgement when choosing to submit the
application for the building permit. The determination of when to submit
the application for the construction permit shall conform to the approved
schedule and any approved revisions to the schedule. The A/E shall be
responsible for submitting the application for construction permit allowing
sufficient time for the AHJ to approve the application without delaying the
schedule. The A/E shall anticipate revising the permit application after
review by the AHJ.
2.2.2.2.2 Construction Documents Deliverables

The A/E shall provide the following as part of the Construction Document
submission to the Department:

a) Complete “For Construction” Drawings as required including responses to
value engineering (VE) requests and AHJ permit comments.
b) Complete “For Construction” Specifications package including responses
to VEs and AHJ permit comments.
c) Document approvals from required agencies.
d) Monthly Design Schedule Updates.

2.2.1.3 Construction Administration

2.2.1.3.1 The A/E shall establish a process for monitoring and approving the emplacement of the
design elements during construction and ensure compliance with the approved design. This process
shall be conveyed to the DGS PM in a pre -construction meeting as well as in t he Project
Specifications. The A/E shall maintain open and regular communication with stakeholders and the
General Contractor ensuring clear understanding when constructed elements are out of compliance
by issuing these findings in writing in a Field Repor t. The Field Report shall include input from
all disciplines as required. The A/E shall provide Project Field Reports at least once per month
during construction; more often if the circumstance warrants. The A/E Field Reports shall reinforce
the construction quality standards.

2.2.1.3.2 The A/E shall also anticipate areas of the design and construction implementation
that require refinement or an alternate approach. The General Contractor will generate
Requests For Information ( “RFIs”) in these instances. The A/E shall support solving these
issues as they arise and manage the RFI process.

2.2.1.3.3 The A/E shall review and comment on the General Contractor ’s monthly payment
application. The A/E shall also review and comment on the General Contractor ’s potential
change orders. The DGS PM shall combine comments from the A/E and other stakeholders
before responding to the General Contractor ’s change order request. The A/E shall provide
certification of the General Contractor ’s official change orders along with other key
stakeholders.

2.2.1.3.4 The A/E shall perform regular reviews of the General Contractor ’s as-builts during
construction and provide assessment of in-progress as-builts in field reports provided at least
once per month during construction.

2.2.1.3.5 The A/E shall perform a Project “punchlist” when there is mutual agreement with
the General Contractor that the Project (or a significant portion of the Project) is substantially
complete. The A/E shall consolidate punchlist items from DGS/DMPED with its own
punchlist items and present the consolidated list to the General Contractor for action. The A/E
shall coordinate with the General Contractor to review and confirm acceptance of any
completed punchlist items.

2.2.1.3.6 The A/E shall provide certification that the project is substantially complete and upon
final completion.

2.2.1.3.7 Construction Administration Deliverables

The A/E shall be required to deliver the following as part of the Construction Document
submission to the Department:

a) Construction Monitoring culminating in a monthly Field Report.
b) Monthly Construction Non -Compliance List including acknowledgement
of corrected items.
c) Monthly review of the General Contractor’s payment application.
d) Responses to RFIs and RFI management.
e) General Contractor Potential Change Order review and comment.
f) Certification of General Contractor Official Change Orders.
g) Monthly review of General Contractor as-builts .
h) Production and management of the Project punchlist.
i) Certification of Substantial Completion and Final Completion Documents.

2.3 Meeting Minutes

The A/E shall act as recorder for all meetings with the government agencies that the
A/E attends. The minutes shall clearly indicate the meeting number and date, numbering of
each issue discussed, including a description of the issue, who is responsible to address, by
what date, and date completed. Minutes shall provide contextual information to indicate the
relevance of the meeting such as open items, relevant schedule milestone information, the
financial status of the Contract, payments, list of open change orders and requests for
information as it relates to this Contra ct’s Scope of Work. Memorandum for the record of
such meetings shall be typewritten and submitted to the PM within five (5) calendar days
from the date of the meeting for review and approval, and for such distribution as may be
required.

2.4 Key Personnel.

The following individuals shall be considered key personnel: (i) Design Principal; (ii)
Design Project Manager; (iii) Permit Expediter; (iv) Civil engineer, and (v) Dry Utility
Manager, identified in Exhibit E. The A/E will not be permitted to reassign any of the key
personnel unless the Department approves the proposed reassignment and the proposed
replacement. The key personnel specified in the contract are considered to be essential to the
work being performed. Prior to diverting any of the specified ke y personnel for any reason,
the A/E shall notify the CO at least thirty (30) calendar days in advance and shall submit
justification, including proposed substitutions, in sufficient detail to permit evaluation of the
impact upon the contract. The A/E shall obtain written approval of the CO for any proposed
substitution of key personnel. In the event that any of the key personnel become unavailable
to work on this Project for reasons beyond the control of the A/E or its principal consultants
(i.e. due to ret irement, resignation, termination, etc.), the A/E shall propose a substitute for
any such individual and obtain the Department’s consent to such substitute.

2.5 Licensing, Accreditation, and Registration

The A/E and all of its subcontractors and sub -consultants (regardless of tier) shall
comply with all applicable District, state, and federal licensing, accreditation, and registration
requirements and standards necessary for the performance of the contract . Without limiting
the generality of the foregoing, all drawings shall be signed and sealed by a professional
architect or engineer licensed in the District.

2.6 Conformance with Laws

It shall be the responsibility of the A/E to perform under the Contract in conformance
with the Department’s Procurement Regulations and all applicable District and federal
statutes, laws, codes, ordinances, regulations, rules, requirements, orders, and policies of
governmental bodies.

2.6.1 Service Contract Act

The A/E agrees that the work performed under the proposed Contract shall be subject
to the Service Contract Act Wage Determination in effect on the date the contract is executed
and such wages are incorporated as Exhibit B. Service Contract Wage Schedules are
available at www.wdol.gov.

2.6.2 First Source Employment Agreement and Employment Plan

The A/E shall ensure that at least fifty -one percent (51%) of each firm and every
subconsultant’s and subcontractor’s employees hired after the effective date of the Contract,
or after such subconsultant or subcontractor enters into a contract with the A/E, to work on
the Project shall be residents of the District of Columbia. This percentage shall be applied
in the aggregate, and not trade by trade. In addition, the A/E shall u se commercially
reasonable best efforts to comply with the workforce percentage goals established by the
recently adopted amendments to the First Source Employment Agreement Act of 1984 (D.C.
Code §§ 2-219.01 et seq.) Exhibit H, and any implementing regulations.

2.6.3 Living Wage Act

A/E shall comply with all applicable provisions of the Living Wage Act of 2006,
Exhibit C , as amended (codified at D.C. Official Code §§ 2 -220.01 et seq.) and its
implementing regulations.

2.6.4 Equal Employment Opportunity (“EEO”)

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

2.7 Standard Contract Provisions

The Department of General Services Standard Contract Provisions for
Architectural and Engineering Services Contracts Exhibit A are applicable to this procurement.

2.8 Time is of the Essence

Time is of the essence with respect to the proposed Contract. The A/E shall submit
all documentation for 65% review by August 1, 2026, and DGS shall receive CDs by
November 29, 2026.

2.9 Project Delivery Schedule

The A/E shall develop a Project Schedule that results in completion and includes the
following Project Milestones:
• Project Kickoff Meeting………………………………1 week from NTP
• 65% Design Development Completion .............................................. 8/1/2026
• 100% Permit Set Development Completion ................................... .9/30/2026
• Permit Documents Submission to DOB…………………………..,12/1/ 2026
• DOB Issue Building Permit……………………………………… 1/15/2027
• DDOT Public Space Permits Complete……………………….. ..... . 2/28/2027

2.10 Project Closeout

The A/E shall deliver all Construction Document design iterations to include all in -progress
review stages and AHJ stamped Permit Set. The A/E shall cause the DOB to issue the Project’s
construction permit. The A/E shall provide all Construction Administration for the Project which
shall culminate with A/E certification that the Project has been completed according to the design
intent and is within compliance with the AHJ. The A/E must include a list of any items that require
further review with this certification. The A/E shall coordinate with the General Contractor in the
completion of all open items. The A/E shall review and approve the Contractor’s final as -builts.
The A/E shall provide certification when the General Contractor has reached final completion.

ARTICLE 3 TYPE OF AGREEMENT, TERM OF AGREEMENT AND COMPENSATION

3.1 Type of Agreement. This is a firm fixed price type of agreement.

3.2 Term of Agreement. The term of this Agreement shall commence on the date the Notice to
Proceed/Letter Contract was executed and continue to September 30, 2030.

3.3 Deliverables. Title I services shall be completed as described in Section 2.9 of this agreement.
The Title II services shall continue until to be in effect through September 30, 2030.

3.4 Value of Agreement. The value of this Agreement (including the Letter Contract) is
$4,353,611.00 (“Design Fee”). The A/E’s Price Proposal is provided in Exhibit J.

3.4.1 Letter Contract: It is understood and agreed that certain activities described herein may
have been performed while a Letter Contract was in place, and the term of the Letter
Contract shall merge into and be superseded by this Contract upon its execution by the CO.
In this instance, the term of the Contract would begin on the effective date of the Letter
Contract. The Letter Contract will have a not-to-exceed amount of $950,000.00.

3.4.2 Not-to-Exceed (“NTE”) Amount. In no event shall the A/E be paid more than $4,353,611.00
unless the A/E is authorized to exceed this limit in advance and in writing by a DGS
Contracting Officer. Any future increases to the amount shall be authorized via a
modification to this Agreement.

3.5 Compensation for Reimbursable Expenses. Reimbursable expenses are in addition to
compensation for Design Phase Services and Construction Document and Construction Phase
Services and include expenses incurred by the A/E and the A/E’s consultants directly related to
the Project. An allowance in the amount of $750,000.00 is established for such reimbursable
expenses. In the event that the reimbursable expenses reach the limit of this allowance, the A/E
shall notify the District and sha ll not incur any addi tional reimbursable expense unless the
Department’s CO provides written authorization of an increase in the reimbursable expenses
allowance. Reimbursable expenses shall include the following:
1. Permits;
2. Transportation and authorized out -of-town travel and subsistence, provided,
however, that local transportation costs (i.e. taxis, parking, etc.) shall not be
reimbursable;
3. Fees paid for securing approval of authorities having jurisdiction over the Project;
4. Reproductions, plots, standard form documents;
5. Postage, handling and delivery;
6. Expense of overtime work requiring higher than regular rates, if authorized in
advance in writing by the Department, provided, however, that such expenses shall
only be reimbursable to the extent that they were caused by the failure of the
Department to act within timeframes agreed to by the Parties in advance and in
writing; and
7. Additional renderings, models, and mock-ups requested by the Department.

3.6 Use of ProjectTeam. The Contractor shall utilize the Department’s ProjectTeam system to
submit any and all documentation required to be provided by the Contractor for the Project,
including, but not limited to: (i) requests for information; (ii) submittals; (iii) meeting minutes;
(iv) proposed Changes; (v) certified payrolls (and at DGS’ option to upload via DOES LCP
Tracker software which the District will make available to the Contractor); (vi) Drawings and
Specifications; (vii) punchlist; (viii) invoices/applications for payment (full package including
all forms required by DGS); and (ix) other documents as may be designated by the Department.

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

3.7 Payment Disputes. Disputes or questions regarding a portion of an invoice shall not be cause
for withholding payment for the remaining portion of the invoice . Time is of the essence in
the performance of the A/E’s obligations under this Agreement.

3.8 Disincentive Fee. The A/E shall provide the deliverables in accordance with the requirements
in the RFP, Letter Contract, and Form of Contract to the Department’s Project Manager and in
the referenced instances to the Contracting Officer.

In the event that the A/E fails to timely submit any such deliverable, the A/E shall pay to the
Department a disincentive fee of One Thousand Dollars ($1,000) plus Two Hundred and Fifty
Dollars ($250) per day after receiving written notice from the Contracting Officer of failure to
submit each deliverable. This remedy is cumulative and does not limit any other right or
remedy of the Department under the contract or applicable District law.

ARTICLE 4 INSURANCE

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

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

B. INSURANCE REQUIREMENTS

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

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

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

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

For Contractors providing transportation:
Contractors providing transportation must additionally comply with the following:
a) Operators holding a restricted WMATC Certificate of Authority must have a
single limit of $1.5 million in combined (bodily injury and physical damage)
coverage, or
b) Operators holding an unrestricted WMATC Certificate of Authority must have a
single limit of $5M in combined (bodily injury and physical damage) coverage.

In addition, both types of WMATC certificate holders must have in place the following
Licensing Requirements as applicable:
a) Commercial Driver’s License (CDL) with the following endorsements:
i) P (Passenger): All drivers MUST have a P endorsement enabling them to
transport passengers (16 or more).
ii) S (School Bus): All drivers operating school buses (flashing lights, swing arm
w/stop sign) must also have an S endorsement. Please note that driver credentials
for any vehicles that are converted school buses must have S.
b) Valid (unexpired) US Department of Transportation Medical Examiner Certification
(“Medical Card”).

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

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

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

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

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

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

6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella with minimum limits of $5,000,000 per
occurrence and $5,000,000 in the annual aggregate. Coverage must excess of required
commercial general liability, commercial auto liability, and employers’ liability. The
insurance required under this paragraph shall be written in a form that annually reinstates
all required limits. Coverage shall be primary to any insurance, self-insurance or
reinsurance maintained by The Government of the District of Columbia and the “other
insurance” provision must be amended in accordance with this requirement and principles
of vertical exhaustion.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 5 OWNERSHIP OF DOCUMENTS

5.1 Ownership of Documents. Regardless of whether the Project is completed, any design
documents, specifications, reports, studies, and other work prepared by the A/E and the
A/E’s subconsultants engaged by the A/E, and all other documents created in association
with the Project shall become the sole property of the Department upon full payment of
A/E’s fees then due under this Agreement, and shall not to be used by the A/E its
subconsultants on other projects, or for additions to this Project outside the Scope of Work,
without the specific written consent of the Department. However, the Department expressly
acknowledges and agrees that the documents to be provided by the A/E under this
Agreement may contain design details, features and concepts including some from the
A/E’s library, which collectively form part of the design for the project, but which
separately are and shall remain the sole and exclusive property of the A/E. These details
are repetitive in nature, not Project specific, function rather than f orm-oriented, and were
not developed for or identifiable with the Project. Nothing herein shall be construed as a
limitation on the A/E’s absolute right to re-use such component design details, features and
concepts on other projects, in other contexts or for other clients.

The Department shall be under no obligation to account to the A/E for any profits obtained
by the Department as a result of the Project, or the use of such drawings, specifications and
other documents in connection with the Project. In the event that the A greement is
terminated prior to completion of the Project or the A/E is unable to complete this Project
for any reason, the Department shall have the right to use without the A/E’s consent, and
the A/E shall deliver to the Department and/or its designee wi thin two (2) calendar days
after such termination or inability, all such drawings, specifications and other documents as
well as design concepts and details in connection with the Project or necessary for the
Department’s completion of this Project (including subsequent phases thereof), so long as
the Department has paid the A/E all fees then owed to the A/E under this Agreement. The
Department’s rights hereunder shall extend to its successors and assigns and the A/E’s
obligation to deliver such drawings, specifications, and documents. Any use of the
documents without the A/E or the A/E’s consultants’ involvement shall be at the
Department’s sole risk and without liability to the A/E or the A/E’s consultants. Unless
Department fails hereunder to pay A/E therefor, the Department shall be deemed the owner
of such drawings, specifications, and other documents and shall have and retain all rights
therein. In the event Department is adjudged to have failed hereunder to pay A/E for such
drawings, specifications or other documents, ownership thereof, and all rights therein, shall
revert to the A/E. This provision shall survive termination of this Agreement.

ARTICLE 6 CLAIMS AND DISPUTES

6.1 All claims or disputes arising out of or under this Agreement shall be governed by the terms of
the Standard Contract Provisions for A&E Services Contracts, Article 9 as specified in
Exhibit A.

ARTICLE 7 ECONOMIC INCLUSION PROVISIONS

7.1 CBE Utilization

7.1.1 If the A/E subcontracts any part of its work under this Agreement, the A/E shall subcontract
at least 35% of the dollar volume to certified small business enterprises; provided, however,
that the costs of materials, goods and supplies shall not be counted towards the 35%
subcontracting requirements unless such materials, goods and supplies are purchased from
the certified small business enterprises.

7.2 Mandatory Subcontracting Plan and Requirements. The mandatory subcontracting
requirements are as follows:

(a) Unless the Director of the Department of Small and Local Business
Development (“DSLBD”) has approved a waiver in writing in accordance with
D.C. Official Code § 2-218.51, for all contracts in excess of $250,000, at least
35% of the dollar volume of the contract shall be subcontracted to qualified
small business enterprises (“SBE(s)”).
(b) If there are insufficient SBEs to completely fulfill the requirement of paragraph
(a), then the subcontracting may be satisfied by subcontracting 35% of the
dollar volume to any qualified certified business enterprises ( “CBE(s)”);
provided, however, that all reasonable efforts shall be made to ensure that SBEs
are significant participants in the overall subcontracting work.
(c) 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 (a) and (b) above.
(d) Except as provided in (e) and (f) below, a prime contractor that is a CBE and
has been granted a bid preference pursuant to D.C. Official Code § 2-218.43, or
is selected through a set -aside program, shall perform at least 35% of the
contracting effort with its own organization and resources and, if it subcontracts,
35% of the subcontracting effort shall be with CBEs. A CBE prime contractor
that performs less than 35% of the contracting effort shall be subject to
enforcement actions under D.C. Official Code § 2-218.63.
(e) A prime contractor that is a certified joint venture and has been granted a
proposal preference pursuant to D.C. Official Code § 2 -218.43, or is selected
through a set-aside program, shall perform at least 50% of the contracting effort
with its own organiz ation and resources and, if it subcontracts, 35% of the
subcontracting effort shall be with CBEs. A certified joint venture prime
contractor that performs less than 50% of the contracting effort shall be subject
to enforcement actions under D.C. Official Code § 2-218.63.
(f) Each CBE utilized to meet these subcontracting requirements shall perform at
least 35% of its contracting effort with its own organization and resources.
(g) A prime contractor that is a CBE and has been granted a proposal preference
pursuant to D.C. Official Code § 2 -218.43, or is selected through a set -aside
program, shall perform at least 50% of the on -site work with its own
organization and resources if the contract is $1 million or less.

7.3 Subcontracting Plan.

The A/E’s Subcontracting Plan is provided in Exhibit G. The plan shall 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.

7.4 Copies of Subcontracts. Within twenty-one (21) days of the date of award, the Contractor
shall provide fully executed copies of all subcontracts identified in the subcontracting plan
(Exhibit G ) to the CO, City Administrator ( “CA”), District of Columbia Auditor and the
Director of DSLBD.

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

(a) The price that the prime contractor will pay each subcontractor under the
subcontract;
(b) A description of the goods procured or the services subcontracted for;
(c) The amount paid by the prime contractor under the subcontract; and
(d) A copy of the fully executed subcontract, if it was not provided with an
earlier quarterly report.

7.6 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.

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

7.8 DSLBD Notices. The A/E shall provide written notice to the DSLBD and the District of
Columbia Auditor upon commencement of the Agreement and when the Agreement is
completed.

7.9 Enforcement and Penalties for Breach of Subcontracting Plan.

7.9.1 The A/E shall be deemed to have breached a subcontracting plan required by law, if the
A/E: (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.

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

7.9.3 If the CO determines the A/E’s failure to be a material breach of the Contract, the CO shall
have cause to terminate the Contract for default pursuant to the terms set forth in the
Standard Contract Provisions, in Article 8 of the Standard Contract Provisions.

7.9.4 Neither the A/E nor its subconsultant may remove a subcontractor or tier -subcontractor if
such subcontractor or tier -subcontractor is certified as an LSDBE company unless the
Department approves of such removal, in writing. The Department may condition its
approval upon the A/E developing a plan that is, in the Department’s sole and absolute
judgment, adequate to maintain the level of LSDBE participation on the Project.

7.10 Equal Employment Opportunity and Hiring of District Residents

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

7.10.2 The A/E shall ensure that at least fifty -one percent (51%) of the A/E’s team and every
subconsultants and subcontractor’s employees hired after the effective date of the
Agreement, or after such subconsultant or subcontractor enters into a contract with the A/E,
to work on the Project shall be residents of the District of Columbia. This percentage shall
be applied in the aggregate, and not trade by trade. In addition, the A/E shall use
commercially reasonable best efforts to comply with the workforce percentage goals
established by the recently adopted amendments to the First Source Employment
Agreement Act of 1984 (D.C. Code §§ 2-219.01 et seq.) and any implementing regulations,
including, but not limited to the following requirements:

(i) At least 20% of journey worker hours by trade shall be performed by District
residents;
(ii) At least 60% of apprentice hours by trade shall be performed by District
residents;
(iii)At least 51% of the skilled laborer hours by trade shall be performed by District
residents; and
(iv) At least 70% of common laborer hours shall be performed by District residents.

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

7.11 Economic Inclusion Reporting Requirements

7.11.1 Upon execution of the Agreement, the A/E and all its member firms, if any, and each of its
Subcontractors shall submit to the Department a list of current employees and apprentices
that will be assigned to the Agreement, the date they were hired and whethe r or not they
live in the District of Columbia.

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

7.11.3 The A/E shall maintain detailed records relating to the general hiring of District of Columbia
and community residents.

7.11.4 The A/E shall be responsible for: (i) including the provisions of this Section 7.11 in all
subcontracts; (ii) collecting the information required in this Section 7.11 from its
Subcontractors; and (iii) providing the information collected from its Subcontractors in any
reports required to be submitted by the A/E pursuant to this Section 7.11.

7.11.5 Apprenticeship Act. The D.C. Apprenticeship Act of D.C. Law 2 -156, (as amended, the
Act) as amended shall apply to this Project. All subcontractors selected to perform work on
the Project on a craft-by-craft basis shall be required to comply with the Act. All terms and
conditions of the D.C. Apprenticeship Council Rules and Regulations shall be
implemented. The Contractor shall be liable for any subcontractor non -compliance.
Thirtyfive percent (35%) of all apprentice hours worked shall be worked by District
residents.

7.12 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 I,
pursuant to D.C. Official Code § 1-1161.01.

ARTICLE 8 MISCELLANEOUS PROVISIONS

8.1 Conformance with Laws. It shall be the responsibility of the A/E to perform under the
Contract in conformance with the Department’s Procurement Regulations and all applicable
District and federal statutes, laws, codes, ordinances, regulations, rules, requirements, orders,
and policies of governmental bodies. This Agreement shall be governed by the laws of the
District of Columbia.

8.2 The Department and A/E, respectively, bind themselves, their partners, successors, assigns and
legal representatives to the other party to this Agreement and to the partners, successors, assigns
of such other party with respect to all covenants of this Agr eement. The A/E shall not assign
this Agreement without the written consent of the Department.

8.3 Nothing contained in this Agreement shall create a contractual relationship with or a cause of
action in favor of a third party against either the Department or A/E.

8.4 Unless otherwise required in this Agreement, the A/E shall have no responsibility for the
discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous
materials or toxic substances in any form at a Project site.

8.5 The A/E shall have the right to include photographic or artistic representations of the Project
among the A/E’s promotional and professional materials. If applicable, the A/E shall be given
reasonable access to the completed Project to make such representations. However, the A/E’s
materials shall not include the Department’s confidential or proprietary information if the
Department has previously advised the A/E in writing of the specific information considered
by the Department to be confidential or proprietary. The Department shall provide professional
credit for the A/E in the Department’s promotional materials for the Project.

8.6 In accordance with Section 8.10 below, if the A/E or Department receives information
specifically designated by the other party as “confidential” or “business proprietary,” the
receiving party shall keep such information strictly confidential and shall not disclose it to any
other person except to: (i) its employees; (ii) those who need to know the content of such
information in order to perform services or construction solely and exclusively for the Project;
or (iii) its consultants and contractors whose contracts include similar restrictions on the use of
confidential information.

8.7 The A/E agrees to indemnify and hold the Department, the Department ’s Representative and
the Department ’s officers, agents and employees harmless from and against all claims,
liabilities, demands, losses, damages, judgments, costs, or expenses, including reasonable
attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are
caused by the negligent acts or omissions of the A/E, its employees and its consultants in the
performance of professional services pursuant to this Agreement.

8.8 The A/E agrees to indemnify and hold the Department and the Department ’s Representative
harmless from and against any and all claims, liabilities, demands, losses, damages, costs, or
expenses arising from the A/E’s failure to perform its obligations pursuant to agreements with
third parties, including, but not limited to, subconsultants, made in order to provide the services
required of the A/E under this Agreement.

8.9 The A/E shall pay for and defend all such suits or claims arising out of the Work for
infringement of any patent rights or copyrights and hold the Department and Department ’s
Representative harmless from loss on account thereof.

8.10 Confidentiality. The A/E shall maintain the confidentiality of information specifically
designated as confidential by the Department, unless withholding such information would
violate the law, create the risk of significant harm to the public or prevent the A/E from
establishing a claim or defense in an adjudicatory proceeding. The A/E shall require of the
A/E’s consultants similar agreements to maintain the confidentiality of information specifically
designated as confidential by the Department.

8.11 Extent of Agreement. This Agreement, which includes the terms set forth in the RFP, the
Exhibits hereto, and other documents incorporated herein by reference, represents the entire
and integrated agreement between the Department and the A/E and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Department’s CO and the A/E.

8.12 Non-Discrimination in Employment Provisions

8.12.1 The A/E 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, fa mily
responsibilities, matriculation, political affiliation, or physical handicap. The affirmative
action shall include, but not be limited to, the following:
8.12.1.1 Employment, upgrading, or transfer;

8.12.1.2 Recruitment or recruitment advertising;

8.12.1.3 Demotion, layoff, or termination;

8.12.1.4 Rates of pay, or other forms of compensation; and

8.12.1.5 Selection for training and apprenticeship.

8.12.2 Unless otherwise permitted by law and directed by the Department, the A/E agrees to post
in conspicuous places, available to employees and applicants for employment, notices to
be provided by the Department setting forth the provisions of this Section conc erning
nondiscrimination and affirmative action.

8.12.3 The A/E shall, in all solicitations or advertisements for employees placed by or on behalf of
the A/E; state that all qualified applicants will receive consideration for employment
pursuant to the non-discrimination requirements set forth in this Section.

8.12.4 The A/E 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 A/E's
commitments under this Section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.

8.12.5 The A/E agrees to permit access by the Department to all books, records and accounts
pertaining to its employment practices for purposes of investigation to ascertain compliance
with this Section, and shall post copies of the notices in conspicuous places available to
employees and applicants for employment.

8.12.6 The A/E shall include in every subcontract the equal opportunity clauses of this Section so
that such provisions shall be binding upon each Sub A/E or vendor.

8.12.7 The A/E shall take such action with respect to any Sub A/E as the CO may direct as a means
of enforcing these provisions, including sanctions for non-compliance.

8.13 False Claims Act. A/E 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 Official Code §§ 2-308.14 and 22-2405.

8.14 Interpretation of Contract. All of the documents comprising the Contract should be read as
complementary, so that what is called for by one is called for by all. Ambiguities should be
construed in favor of a broader scope of work for the A/E, as the intent of the Contract is, with
specific identified exceptions, to require the A/E to assume entire responsibility for
construction of the Project. If there is any inconsistency among the documents comprising the
Contract, the order of precedence among t hem is as follows, with the first listed document
having the highest priority: this Agreement and its Exhibits, the General Conditions, and the
Construction Documents released by the Department. Any Change Order issued and executed
by the Department shall supersede those portions of earlier dated contract documents to which
it pertains.

8.15 Independent Contractor. In carrying out all its obligations under the Contract, the A/E shall
be acting as an independent Contractor, and not as an employee or agent of the Department, or
joint venture or partner with the Department. The A/E 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.

8.16 Terms in this Agreement shall have the same meaning as construed under District law.

8.17 Confidential Information. In the course of the A/E's performance of the Work, the Department
may make available to the A/E information that the Department designates as trade secrets or
other confidential engineering, technical and business information. As long as, and to the
extent that, such information remains confidential and available to others only with the consent
of the Department, or is not generally available to the public from other sources, the A/E shall
maintain such information in stric t confidence and shall not disclose any such information to
others (including its employees or Subcontractors), except to the extent necessary to enable the
A/E to carry out the Project. The A/E shall similarly obligate any and all persons to whom
such information is necessarily disclosed to maintain the information in strict confidence. The
A/E agrees that, in the event of any breach of this confidentiality obligation, the Department
shall be entitled to equitable relief, including injunctive relief or s pecific performance, in
addition to all other rights or remedies otherwise available.

8.18 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.

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

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

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

If to the Department: If to the A/E:

James H. Marshall Kyle U. Oliver, P.E.
Contracting Officer Principal Director
Department of General Services VIKA Capitol, LLC
3924 Minnesota Avenue NE 5th Floor 4910 Massachusetts Avenue NW Suite 16
Washington, DC 20019 Washington, DC 20016

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

8.22 Limitations. The A/E 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.

8.23 Binding Effect; Assignment. The Contract shall inure to the benefit of, and be binding upon
and enforceable by, the parties and their respective successors and permitted assigns. The A/E
acknowledges that, in entering into the Contract, the Department is relying on the particular
qualifications of the A/E, and the A/E therefore shall not delegate or assign any of its duties or
obligations under the Contract, except in accordance with the Contract's provisions relating to
subcontracting, or pursuant to the Department's prior written consent. The A/E shall not assign
its rights under the Contract, 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 t he
provisions of this Paragraph shall be null and void.

8.24 Survival. All agreements warranties, and representations of the A/E contained in the Contract
or in any certificate or document furnished pursuant to the Contract shall survive termination
or expiration of the Contract.

8.25 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 c onduct 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.

8.26 Remedies Cumulative. Unless specifically provided to the contrary in the Contract, all
remedies set forth in the Contract are cumulative and not exclusive of any other remedy the
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 A/E or any other person or entity.

8.27 Headings/Captions. The headings or captions used in this Agreement or its table of
contents are for convenience only and shall not be deemed to constitute a part of the
Contract, nor shall they be used in interpreting the Contract.

8.28 The Quick Payment Act

8.28.1 Interest Penalties to Contractors

8.28.1.1 The District will pay interest penalties on amounts due to the A/E under the Quick
Payment Act, D.C. Official Code §2 -221.01 et seq., for the period beginning on the day
after the required payment date and ending on the date on which payment of the amount
is made. Interest shall be calculated at the rate of 1% per month. No interest penalty shall
be paid if payment for the completed d elivery of the item of property or service is made
on or before: the 3rd day after the required payment date for meat or a meat product; a)
the 5th day after the required payment date for an agricultural commodity; or b) the 15th
day after the required payment date for any other item. c)

8.28.1.2 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.

8.28.2 Payments to subcontractors

8.28.2.1 The A/E must take one of the following actions within seven (7) days of receipt of any
amount paid to the A/E by the District for work performed by any subcontractor under this
Agreement:

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 Agreement; or

b) Notify the District and the subcontractor, in writing, of the A/E ’s intention to
withhold all or part of the subcontractor’s payment and state the reason for the
nonpayment.

8.28.2.2 The A/E 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% 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.

8.28.2.3 Any amount of an interest penalty which remains unpaid by the A/E at the end of any
30day period shall be added to the principal amount of the debt to the subcontractor and
thereafter interest penalties shall accrue on the added amount.

8.28.2.4 A dispute between the A/E 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. Th e District of
Columbia may not be interpleaded in any judicial or administrative proceeding involving
such a dispute.

8.28.3 Subcontract flow-down requirements

8.28.3.1 The A/E 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. Of ficial Code
§2-221.02(d).

8.28.4 Requirements for Change Order Payments

8.28.4.1 The Department and the A/E are prohibited from requiring a prime contractor (the A/E in
this Agreement) or a subcontractor to undertake any work that is determined to be beyond
the original scope of the prime contractor's or a subcontractor's contract or subcontract,
including work under a District -issued change order, when the additional work increases
the contract price beyond the not -to-exceed price or negotiated maximum price of the
underlying contract, unless the CO:

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

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

c) Has made a written, binding commitment with the prime contractor to pay for the
additional work within 30 days after the prime contractor submits a proper invoice
for the additional work to the CO; and

d) Gives written notice of the funding certification from the Chief Financial Officer
to the prime contractor;

8.28.4.2 The A/E is required to include in its subcontracts a clause that requires the prime contractor
to:

a) Within 5 business days of receipt of the notice required under subparagraph (A)(iv)
of this paragraph, provide the subcontractor with notice of the approved amount to
be paid to the subcontractor based on the portion of the additional work to be
completed by the subcontractor;

b) Pay the subcontractor any undisputed amount to which the subcontractor is
entitled for any additional work within 10 days of receipt of payment for the
additional work from the District; and

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

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

8.29 Entire Agreement; Modification. The Contract supersedes all contemporaneous or prior
negotiations, representations, course of dealing, or agreements, either written or oral. No
modifications to the Contract shall be effective unless made in writing signed by both the
Department and the A/E, unless otherwise expressly provided to the contrary in the Contract.

8.30 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.

8.31 RIGHTS IN DATA

8.34.1 Definitions

1. “Products” - A deliverable under any contract that may include commodities, services
and/or technology furnished by or through the Contractor, including existing and custom
Products, such as, but not limited to: a) recorded information, regardless of form or the
media on which it may be recorded; b) document research; c) experimental,
developmental, or engineering work; d) licensed software; e) components of the
hardware environment; f) printed materials (including but not limited to training
manuals, system and user documentation, reports, drawings); g) third party software; h)
modifications, customizations, custom programs, program listings, programming tools,
data, modules, components; and i) any intellectual property embodied therein, whether
in tangible or intangible form, including but not limited to utilities, interfaces, templates,
subroutines, algorithms, formulas, source code, and object code.

2. “Existing Products” - Tangible Products and intangible licensed Products that exist prior
to the commencement of work under the Contract. Existing Products must be identified
on the Product prior to commencement of work or else will be presumed to be Custom
Products.

3. “Custom Products ” - Products, preliminary, final or otherwise, which are created or
developed by Contractor, its subcontractors, partners, employees, resellers or agents for
the District under the Contract.

4. “District” – The District of Columbia and its agencies.

8.34.2 Title to Project Deliverables

The Contractor acknowledges that it is commissioned by the District to perform services
detailed in the Contract. The District shall have ownership and rights for the duration set
forth in the contract to use, copy, modify, distribute, or adapt Products as follows:

1. Existing Products: Title to all Existing Licensed Product(s), whether or not embedded
in, delivered or operating in conjunction with hardware or Custom Products, shall remain
with Contractor or third party proprietary owner, who retains all rights, title and interest
(including patent, trademark or copyrights). Effective upon payment, the District shall be
granted an irrevocable, non -exclusive, worldwide, paid -up license to use, execute,
reproduce, display, perform, adapt (unless the Contractor advises the District as part of
Contractor’s bid that adaptation will violate existing agreements or statutes and Contractor
demonstrates such to the District’s satisfaction), and distribute Existing Product to District
users up to the license capacity stated in the Contract with all license rights necessary to
fully effect the general business purpose of the project or work plan or contract. Licenses
shall be granted in the name of the District. The District agrees to reproduce the copyright
notice and any other legend of ownership on any copies authorized under this paragraph.

2. Custom Products: Effective upon Product creation, the Contractor shall convey, assign,
and transfer to the District the sole and exclusive rights, title and interest in Custom
Products, whether preliminary, final or otherwise, including all patents, trademark, and
copyrights. The Contractor hereby agrees to take all necessary and appropriate steps to
ensure that the Custom Products are protected against unauthorized copying, reproduction
and marketing by or through the Contractor.

8.34.3 Transfers or Assignments of Existing or Custom Products by the District

The District may transfer or assign Existing or Custom Products and the licenses thereunder
to another District agency. Nothing herein shall preclude the Contractor from otherwise
using the related or underlying general knowledge, skills, ideas, concepts, techniques and
experience developed under a project or work plan in the course of the Contractor’s
business.

8.34.4 Subcontractor Rights

Whenever any data, including computer software, are to be obtained from a subcontractor
under the Contract, the Contractor shall use this clause, Rights in Data, in the subcontract,
without alteration, and no other clause shall be used to enlarge or diminish the District’s or
the Contractor’s rights in that subcontractor data or computer software which is required
for the District.

8.34.5 Source Code Escrow

1. For all computer software furnished to the District with the rights specified in Section
8.34.2, the Contractor shall furnish to the District, a copy of the source code with such
rights of the scope as specified in Section 8.34.2 of this clause. For all co mputer software
furnished to the District with the restricted rights specified in Section 8.34.1 of this clause,
the District, if the Contractor either directly or through a successor or affiliate shall cease
to provide the maintenance or warranty services provided the District under the Contract
or any paid-up maintenance agreement, or if the Contractor should be de clared insolvent
by a court of competent jurisdiction, shall have the right to obtain, for its own and sole use
only, a single copy of the current version of the source code supplied under the Contract,
and a single copy of the documentation associated the rewith, upon payment to the person
in control of the source code the reasonable cost of making each copy.

2. If the Contractor or Product manufacturer/developer of software furnished to the District
with the rights specified in Section 8.34.1 of this clause offers the source code or source
code escrow to any other commercial customers, the Contractor shall either : (1) provide
the District with the source code for the Product; (2) place the source code in a third party
escrow arrangement with a designated escrow agent who shall be named and identified to
the District, and who shall be directed to release the deposi ted source code in accordance
with a standard escrow arrangement acceptable to the District; or (3) will certify to the
District that the Product manufacturer/ developer has named the District as a named
beneficiary of an established escrow arrangement wit h its designated escrow agent who
shall be named and identified to the District, and who shall be directed to release the
deposited source code in accordance with the terms of escrow.

3. The Contractor shall update the source code, as well as any corrections or enhancements
to the source code, for each new release of the Product in the same manner as provided
above, and certify such updating of escrow to the District in writing.

8.34.6 Indemnification and Limitation of Liability

The Contractor shall indemnify and save and hold harmless the District, its officers, agents and employees
acting within the scope of their official duties against any liability, including costs and
expenses, (i) for violation of proprietary rights, copyrights, or rights of privacy, arising out
of the publication, translation, reproduction, delivery, performance, use or disposition of
any data furnished under this Contract, or (ii) based upon any data furnished under this
Contract, or based upon libelous or other unlawful matter contained in such data.

8.34.7 All DGS data, information, documents, and similar material provided to the
8.34.8 Contractor for the purpose of performing the scope will remain the sole property of DGS
and will be destroyed or returned by the Contractor upon completion of services.

8.34.9 All Contractors’ specified deliverables to DGS will become DGS sole property
and will not be encumbered in their future use by any licensing or copyright by
the Contractor. The Contractor may maintain a copy of deliverables for internal
reference purposes.

8.34.10The Contractor’s intellectual property related to delivery of services will remain
the Contractor’s property unless otherwise specified in this Contract or task order.

ARTICLE 9 GOVERNMENTAL PROVISIONS

9.1 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 15 of the
Department Standard Contract Provisions for Architectural and Engineering Services
Contracts (Exhibit A) regarding compliance with the Buy American Act, the language in this
section should supersede.

9.1.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301 -8305), and Executive
Order 10582. December 17, 1954 (3 CFR, 1954 -58 Comp., p. 230), as amended by
Executive Order 11051, September 27,1962 (3 CFR, l059 —63 Comp., p. 635), the
Contractor agrees that only domestic construction material will be used by the
Contractor, subcontractors, material men and suppliers in the performance of the
Agreement, except for non-domestic material listed in the Agreement.

“Components” as used in this Section, means those articles, materials and supplies
incorporated directly into the end products.
“Domestic end product”, as used in this section, means, (1) an unmanufactured end product
mined or produced in the United States, or (2) an end product manufactured in the United
States, if the cost of its components mined, produced, or manufactured in the United States,
exceeds 65 percent of the cost of all its components. For an end product that consists 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 A/E shall specify only domestic end products, except those:
i. For use outside the United States;
ii. That the District determines are not mined, produced, or manufactured in the
Unites States in sufficient and reasonably available commercial quantities of a
satisfactory quality;
iii. For which the District determines that domestic preference would be inconsistent
with the public interest; or iv. For which the District determines the cost to be
unreasonable.
9.1.2 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 manufactu red in the United
States exceeds 65 percent of the cost of all its components. “Component” means any article,
material, or supply directly incorporated in a construction material. If the construction
material consists wholly or predominantly of iron or steel, the iron or steel was produced
in the United States; or, for construction material that consists wholly or predominantly of
iron or steel or a combination of both, a construction material manufactured in the United
States if the cost of foreign iron an d steel constitutes less than 5 percent of the cost of all
the components used in such construction material.

9.1.3 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 commercia l
quantities and of a satisfactory quality.

9.1.4 Foreign Construction Material. ”Foreign construction material” means a construction
material other than a domestic construction material.

9.2 Laws and Regulations Incorporated by Reference. All federal and District of Columbia laws
and regulations, and all Department procedures now or hereafter in effect, whether or not
expressly provided for or referred to in the Contract, are incorporated by reference herein and
shall be binding upon the A/E and the Department. It shall be the responsibility of the A/E to
perform the Contract in conformance with the Department’s procurement regulations 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 A/E to determine the procurement
regulations, statutes, laws, codes, ordinances, regulations, rules, requirements, and orders that
apply and their effect on the A/E ’s obligations thereunder. However, if the application of a
future law or regulation requires the A/E to undertake additional work that is materially
different in scope than that presently contemplated or required, the A/E shall be entitled to an
equitable adjustment for such additional work.

9.3 Retention of Records: Inspections and Audits. The A/E shall maintain books, records,
documents and other evidence directly pertinent to performance under the Agreement in
accordance with generally accepted professional practice and appropriate accounting
procedures and practices consistently applied i n effect on the date of execution of the
Agreement.

9.3.1 The A/E 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.

9.3.2 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 A/E for the purpose of inspection, audit and copying during normal
business hours and upon advance written notice to the A/E. The A/E shall provide proper
facilities for such access and inspection.

9.3.3 The A/E agrees to include the wording of this Section 9.3 in all its subcontracts in excess
of five thousand dollars ($5,000.00) that directly relate to Project performance.

9.3.4 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.

9.3.5 The A/E 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
A/E, the auditing agency will afford the A/E an opportunity for an audit ex it 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.

9.3.6 The A/E shall preserve all records described herein from the effective date of the Agreement
completion and for a period of seven (7) years after a final settlement. In addition, those
records which relate to any dispute, appeal or litigation, or the settlement of claims arising
out of such performance, or costs or items to 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.

9.4 Gratuities and Owners Not to Benefit Provisions. If it is found, after notice and hearing,
by the Department that gratuities (in the form of entertainment, gifts, payment, offers of
employment or otherwise) were offered or given by the A/E, or any agent or representative of
the A/E, 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 Contract, the Department may, by written notice to the A/E, terminate the right of the
A/E to proceed under the Agreement and may pursue such other rights and remedies provided
by law and under the Contract.

9.4.1 In the event the Agreement is terminated as provided in Section 9.4, the Department shall be
entitled:

9.4.1.1 to pursue the same remedies against the A/E as it could pursue in the event of a breach of
the Agreement by the A/E; and

9.4.1.2 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 A/E in providing any such gratuities to a ny
such Department or employee.

9.4.2 No member of, nor delegate to Congress, Mayor or City Council Member, nor contractor nor
employee of the District, nor contractor nor employee of the Department shall be admitted
to any share or part of the Agreement or to any benefit that may arise theref rom, and all
agreements entered into by the Contracting Office of the Department in which he or any
contractor or employee of the Department shall be personally interested as well as all
agreements made by the Department in which the Mayor or City Co uncil Member or
contractor 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 contractor
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
contractor or employee of the District is de Minimis.

9.5 Ethical Standards For Department's Employees And Former Employees. The Department
expects the A/E 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 A/E, nor
any person associated with the A/E, 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 A/E shall not
engage the services of any person or persons in the employment of the Department or the
District for any Work required, contemplated or performed under the Contract. The A/E may
not assign to any former contractor or District employee or agent who has joined the A/E's firm
any matter on which the former employee, while employed by the Department, had material or
substantial involvement in the matter. The A/E may request a waiver to permit the assignment
of such matters to former Department personnel on a case-by-case basis. The A/E shall include
in every subcontract a provision substantially similar to this section so that such provisions
shall be binding upon each A/E or vendor.

9.6 Anti-Deficiency Act. The obligations of the Department to fulfill financial obligations
pursuant to this Agreement, or any subsequent agreement entered into pursuant to this
Agreement or referenced herein (to which the Department is a party), are and shall remain
subject to the provisions of (i) the federal Anti -Deficiency Act, 31 U.S.C. §§ 1341, 1342,
13491351, 1511-1519 (2004) (the “ Federal ADA”), and D.C. Official Code §§ 1 -206.03(e)
and 47105 (2001); (ii) the District of Columbia Anti-Deficiency Act, D.C. Official Code §§ 47-
355.01 – 355.08 (2004 Supp.) (the “D.C. ADA” and (i) and (ii) collectively, as amended from
time to time, the “ Anti-Deficiency Acts”); and (iii) Section 446 of the District of Columbia
Home Rule Act, D.C. Official Code § 1-204.46 (2001). Pursuant to the Anti-Deficiency Acts,
nothing in this Agreement shall create an obligation of the Department in anticipation of an
appropriation by Congress for such purpose, and the Department’s legal liability for payments
and other charges under t his Agreement shall not arise or obtain in advance of the lawful
availability of appropriated funds for the applicable fiscal year as approved by Congress.

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

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

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

9.7 Tax Exemption Provision. Any tax exemptions applicable to the District of Columbia,
including the gross receipts sales tax exemption for the sale of tangible personal property to
the District, codified in D.C. Code § 47-2005, shall apply to the performance of the Contract.

9.8 Covenant Against Contingent Fees Provisions. The A/E warrants that no person or selling
agency has been employed or retained to solicit or secure the Contract upon an agreement or
understanding for a Commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the A/E 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.

9.9 Contracts Exceeding $1 Million. 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.

ARTICLE 10 TERMINATION OR SUSPENSION

10.1Any terminations or suspensions arising out of or under this Agreement shall be governed
by the terms of the Standard Contract Provisions for A&E Services Contracts, Article 8
(Exhibit A).

ARTICLE 11 EXHIBITS

• Exhibit A - Standard Contract Provisions for A&E Services Contracts
• Exhibit B – Service Contract Act Provision
• Exhibit C – Living Wage
• Exhibit D – Equal Employment Opportunity
• Exhibit E – Key Personnel
• Exhibit F – Project Schedule
• Exhibit G – Subcontracting Plan
• Exhibit H – First Source Employment Agreement
• Exhibit I – Campaign Finance Reform Act Self-Certification Form
• Exhibit J – A/E’s Proposal

ARTICLE 12 OTHER CONDITIONS AND SERVICES

12.1 General Conditions . To the extent that this Agreement is silent on an action or
requirement of the A/E , and current as of the date of this Agreement, the Department’s Standard
Contract Provisions for A&E Services Contracts ( Exhibit A) shall govern the A/E ’s obligations
with respect to such action or requirement under this Agreement.

IN WITNESS WHEREOF , the Parties ’ duly authorized representatives have executed this
Agreement (DCAM-26-CS-SS-0001) as of the dates written below.

DEPARTMENT OF GENERAL SERVICES

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

VIKA CAPITOL, LLC

By:
Name:
Title:
Date: