Proposed Contract No. DCAM-24-CS-RFP-0024 with MCN Build, Inc.

MURIEL BOWSER
MAYOR

June 29, 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
Contract No. DCAM -24-CS-RFP-0024 with MCN Build, Inc., in the not -to-exceed amount of
$12,315,674 (including an existing letter contract amount of $950,000). The not-to-exceed amount
is an early release of funds for the initial phase of the construction of Jelleff Recreation Center.

As part of the initial phase of the project, MCN Build, Inc. will provide design -build services,
including selective demolition, HVAC, site utilities, and concrete, while the District and MCN
Build, Inc. finalize the full scope and guaranteed maximum price for the project.

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.

Sincerely,

Muriel Bowser

Contracts & Procurement

Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
Pursuant to Section 202(c-1) of the Procurement Practices Reform Act of 2010, as
amended, D.C. Official Code § 2-352.02(c), the following Contract summary is provided:

COUNCIL CONTRACT SUMMARY
(Proposed Early Start Agreement)

Proposed Contract for Early Start Agreement (“ESA”) to Construction Management At-
Risk (“CMAR”) Services for the Modernization of the Jelleff Recreation Center

(A) Contract Number: DCAM-24-CS-RFP-0024 (the “Contract”)

Proposed Contractor: MCN Build, Inc. (the “Contractor”)

Contractor’s Principals: Joseph Khoury
Principal

Proposed Contract Amount (ESA): Not-to-Exceed (“NTE”) amount:
$12,315,674.00 (includes $950,000.00
Letter Contract amount)

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

Term of Contract: December 4, 2024 (date of execution of the
Letter Contract by the Department) through
April 21, 2028 (Administrative Term Date)
with a Substantial Completion Date of
December 23, 2027, and Final Completion
Date of January 25, 2028.

Type of Contract: Cost-plus fixed fee with Guaranteed
Maximum Price (“GMP”)

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

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

Not applicable.

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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
(C) The date on which the letter contract or emergency contract was executed:

A letter contract with MCN Build, Inc. (the “Contractor”) was executed by the Department
of General Services (the “Department” or “DGS”) on December 4, 2024 (the “Letter
Contract”).

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

The Letter Contract has been modified five times. Modifications Nos. 1 through 5 extended
the period of performance for the Letter Contract through July 15, 2026.

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

The total value of the services provided to date under the Letter Contract is $950,000.00,
which represents the NTE Amount established by the Letter Contract.

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

The Jelleff Recreation Center (the “Property” or the “Center”) is an approximately 18,861-
square-foot facility comprised of classrooms, a gym, locker rooms, offices, and mechanical
space. The Center was constructed in the early 1950s and is named after Frank Jelleff, a
man who presided as President of the Boys and Girls Club of Greater Washington for many
years. Today, the Property is used by the Boys and Girls Club of Greater Washington,
which hosts a wide range of activities, from day care for young children to teen and young
adult activities. The bulk of the indoor activities currently take place on the lower level of
the Property below the gym and in the gym on the upper level.

The Contractor will provide a full range of services required to construct a new recreational
facility to meet the Department’s programmatic requirements. The Project scope includes
multipurpose rooms, a gymnasium, an auxiliary gymnasium, a fitness center, offices, an
outdoor pool, and support spaces (restrooms, locker rooms, administrative spaces, etc.).
The scope also includes exterior amenities such as a playground, community garden,
outdoor basketball court, multipurpose field, historical features, splash pad, and parking.

The proposed Contract is an early start agreement (“ESA”) with the Not -to-Exceed
(“NTE”) amount of $12,315,674.00 (inclusive of the Letter Contract NTE amount of
$950,000.00) and is an early release of funds to complete the preliminary scope of work
prior to finalizing a GMP package for the Project and to ensure the Project is on schedule.
The proposed Contract includes costs associated with early construction activities, such as
selective demolition, HVAC, site utilities, and concrete. As the proposed amount of the
Contract exceeds $1 million, Council approval is required for this contract action.

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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
(G) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance
components:

On May 15, 2024, the Department posted RFP No. DCAM-24-CS-RFP-0024 -
Construction Management At-Risk (“CMAR”) Services for the Modernization of the
Jelleff Recreation Center to engage a contractor to provide CMAR services for the
Project on the Department’s website.

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

Addendum No. 1 was issued on June 3, 2024.
- Site Visit Participants List was Provided.
- DGS’s response to the RFI was provided.
- Amendments to the RFP: Part 3 Evaluation and Award Criteria was revised, and
the Mentor-Protégé Partnership Agreement was added.

Addendum No. 2 was issued on June 12, 2024.
- Proposals Due Date was extended from June 14, 2024, by 2:00 P.M to June 21,
2024, by 2:00 P.M.

Addendum No. 3 was issued on June 17, 2024.
- Response to the additional RFI was provided.

Addendum No. 4 was issued on June 20, 2024.
- Proposals Due Date was extended from June 21, 2024, by 2:00 P.M to June 28,
2024, by 2:00 P.M.

Proposal Submissions:

On the Proposals’ due date, June 28, 2024, five (5) firms (collectively, the "Offerors" and
each individually, an "Offeror") submitted Proposals in a timely manner.

Technical Evaluations Process:

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

Consensus Meeting:

After the Panel members had completed their individual evaluations of the proposals, the
Panel met on August 9, 2024, to develop the consensus technical score for each Offeror.

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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
Contracting Officer’s Independent Evaluation:

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

Certified Business Enterprise Preference Points:

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

The Contractor received 7 preference points or a 7 percent reduction in price.

Determination of a Fair and Reasonable Price:

When the total points for all three components (technical, price and CBE preference) were
combined, the Contractor was the highest -ranked Offeror. The Contracting Officer
examined the fee/price proposal submitted by the Contractor and determined that the
overall proposed fees/price submitted by the Contractor is within the IGE and is fair and
reasonable, and accordingly, a mutually satisfactory Contract was successfully concluded
with the Contractor.
Contract Award:
On December 4, 2024, the Department executed Letter Contract No. DCAM-24-CS-RFP-
0024 with the Contractor, as such award was determined to be most advantageous to the
District.

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

The award of the Contract was not protested.

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

The Contractor holds the following contract with the District:

1. DCAM-22-CS-RFP-0002 - CMAR Ft. Lincoln Park
2. DCAM-23-CS-RFP-0008 - Design Build for Tubman ES
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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
3. DCAM-23-CS-RFP-0017 - Design Build for MacArthur HS
4. DCAM-23-CS-RFP-0035 - Design Build for New Douglass
5. DCAM-24-CS-RFP-0004 - Design Build for MLK Jr ES
6. DCAM-24-CS-RFP-0028 - Design Build for Whittier EC
7. DCAM-24-CS-RFP-0029 - Hart MS and Internal Swing
8. DCAM-24-CS-RFP-0032 - Chisholm ES Modernization
9. DCAM-25-CS-RFP-0019 - Bunker Hill ES Modernization
10. DCAM-26-CS-RFP-0003 - Thompson Jr. HS Addition
(J) The background and qualifications of the proposed contractor, including its
organization, financial stability, personnel, and performance on past or current
government or private sector contracts with requirements similar to those of the
proposed contract:

The Contractor is a Certified Business Enterprise (“CBE”) in the District of Columbia with
decades of experience throughout the region. They have extensive experience managing
more than 150 school projects in their portfolio, including 45+ major projects for the
Department of General Services (DGS) and 14+ park and recreational projects .
Accordingly, the Contractor has been determined responsible in accordance with 27
DCMR Section § 4706.

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

The Contractor is a certified business enterprise in accordance with the Act (CBE Number:
LR65116012028). Pursuant to D.C. Code § 2-218.46 (d-1), the Contractor shall submit a
detailed subcontracting plan to DSLBD that meets the requirements of D.C. Code § 2 -
218.46(d), before entering into a guaranteed maximum price. Notwithstanding the
foregoing, the Contractor has certified that it will subcontract a portion of the Contract
amount to SBE/CBE’s that are certified by DSLBD, as follows, as required by law:

Contract Dollar Value: $12,315,674.00
Actual Self-Performance Dollar Value (10%): $1,231,567.40
Minimum CBE Subcontracting Requirement
(35% of Total Available for Subcontracting): $3,879,437.31
Actual Subcontracting Amount (46%) $5,064,581.00

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

The Contractor will provide a full range of services required to construct a new recreational
facility to meet the Department’s programmatic requirements. The Project scope includes
multipurpose rooms, a gymnasium, an auxiliary gymnasium, a fitness center, offices, an
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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
outdoor pool, and support spaces (restrooms, locker rooms, administrative spaces, etc.).
The scope also includes exterior amenities such as a playground, community garden,
outdoor basketball court, multipurpose field, historical features, splash pad, and parking.
The Contractor shall achieve Substantial Completion no later than December 23, 2027. The
Contractor’s performance will be monitored by DGS staff and the Department’s designated
Program Manager, and shall comply with all terms and conditions of the District’s Standard
Contract Provisions for Construction Contracts.

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

The Letter Contract executed by the Department on December 4 , 2024, provides for an
initial NTE Amount of $950,000.00, which represents the total expenditure of funds
authorized to date.

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

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

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

The 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.

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

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

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

The Contractor has certified that it is current with its federal taxes.
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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019

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

According to the DSLBD website, the Contractor is a Certified Local, Small,
Disadvantaged Business Enterprise. The Contractor’s Certification Number is
LR65116012028 with an expiration date of January 28, 2028.

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

None.

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

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

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

Not applicable.

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

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

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

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

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Department of General Services 3924 Minnesota Avenue, NE, Washington D.C. 20019
(X) (1) A certification that the proposed contractor has been determined not to be in
violation of section 334a of the Board of Ethics and Government Accountability
Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C.
Official Code § 1-1163.34a; and (2) A certification from the proposed contractor that it
currently is not and will not be in violation of section 334a of the Board of Ethics and
Government Accountability Establishment and Comprehensive Ethics Reform
Amendment Act of 2011, D.C. Official Code § 1-1163.34a:

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

1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 5, 2026 L0016589185Notice Number:
FEIN: **-***3429
Case ID: 18982684

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
MCN BUILD INC
1214 28TH ST NW
WASHINGTON DC 20007-3315

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

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Memorandum
To: Delano Hunter
Director, Department of General Services

From: Antoinette Hudson Beckham
Agency Fiscal Officer

Reference: Proposed Contract No. (DCAM-24-CS-RFP-0024) Construction Management At-
Risk (“CMAR”) Services for the Modernization of the Jelleff Recreation Center

Date: April 29, 2026

Subject: Fiscal Sufficiency Certification

In my capacity as the Agency Fiscal Officer of the Department of General Services (the “Department”),
I hereby that the Construction Management At-Risk (“CMAR”) Services for the Modernization of the
Jelleff Recreation Center ( DCAM-24-CS-RFP-0024) (the “Contract”) with MCN Build, Inc. (the
“Contractor”), in the amount of $12,315,674.00 is consistent with the Department’s current budget and
that adequate funds are available in the budget for the expenditure.

Per the Department’s Contracts & Procurement (“C&P”) team, on December 4, 2024, the Letter
Contract was executed by the Department, with an initial Not -to-Exceed (“NTE”) amount of
$950,000.00. The proposed Early Start Agreement (“ESA”) No. 1 in the amount of $11,365,674.00
will increase the NTE amount to $12,315,674.00 ($950,000.00 + $11,365,674.00). The proposed ESA
No. 1 is an early release of funds for the Contractor to perform early construction activities related to
the raze permit and long-lead items to ensure the Project is on schedule, while a Guaranteed Maximum
Price (“GMP”) package is finalized for the Project. The proposed ESA No. 1 is a tipper and will increase
the contract value to $1 million or more, therefore, Council approval is required.

While funding in the amount of $11,365,674.00 is being approved for capital-eligible items only, there
is an ineligible amount of $76,500.00, listed in Exhibit L. See the ineligible items column. These items
are ineligible for capital expenditure, per the District Guidelines. The goods/services are needed in
FY2026. There should be no purchases, commitments, or expenditures for these items, until operating
funds are available, via a purchase order for the same amount. In no event shall the Contractor be
entitled to perform any work against these items unless authorized in advance and in writing by a duly
authorized DGS Contracting Officer through a modification of the contract. Unless and until such
modification is executed by a duly authorized DGS Contracting Officer, the Contractor will be limited
to capital-funded purchase orders (“POs”) in the amount of $11,289,174.00 for the capital-eligible work
authorized by this contract modification. For the avoidance of confusion, if the Contractor performs
any work with the ineligible items in the amount of $76,500.00, as outlined in Exhibit L, without
express written authorization by a duly authorized DGS Contracting Officer, the Contractor does so at
its own risk.

The Department of General Services ( DGS–Implementing AGY) has $12,315,674.00 in the
Department of Parks and Recreation (DPR - Owner) capital budget allotment balance.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

The PASS information is below/attached:

Project
Number/
Name
Subtask AY Fund Detail Imp. AGY Owner
AGY
RK/PO Amount Comments
100085 -
(AM0.JELRCC.
JELLEFF
RECREATION
CENTER)
04.01(JELRD.95101.
JELLEFF
RECREATION
CENTER.MODERN
IZATION
PROJECTS)
N/A 3030300 AM0 HA0 PO719131 $950,000.00 Letter Contract
100085 -
(AM0.JELRCC.
JELLEFF
RECREATION
CENTER)
04.01(JELRD.95101.
JELLEFF
RECREATION
CENTER.MODERN
IZATION
PROJECTS)
N/A 3030309 AM0 HA0 RK325849 $11,289,174.00 Proposed ESA #1 –
Capital Portion of
$11,365,674.00
100085 -
(AM0.JELRCC.
JELLEFF
RECREATION
CENTER)
04.01(JELRD.95101.
JELLEFF
RECREATION
CENTER.MODERN
IZATION
PROJECTS)
N/A 3030309 AM0 HA0 RK325854 $76,500.00 Proposed ESA #1 –
Operating Portion
of $11,365,674.00
Total $12,315,674.00

____________________________
Antoinette Hudson Beckham
Agency Fiscal Officer
Department of General Service

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 Contract No. (DCAM -24-CS-RFP-0024) - Construction Management
At-Risk (“CMAR”) Services for the Modernization of the Jelleff Recreation Center

Contract Number: DCAM-24-CS-RFP-0024
Contractor: MCN Build, Inc.

DATE: June 10, 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 F iscal 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

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Contracts & Procurement Division

Sent electronically to: amit.patani@mcnbuild.com

November 22, 2024

Amit Patani
Project Executive
MCN Build, Inc.
1214 28th Street NW
Washington, DC 20007

Subject: Notice to Proceed and Letter Contract

Reference: Request for Proposals (“RFP”) No. DCAM-24-CS-RFP-002 4 Construction Management
At-Risk Services for the Modernization of the Jelleff Recreation Center

Dear Mr. Patani:

We refer to the proposal submitted by MCN Build, Inc. (the “CMAR” or “Contractor”) in response to the above
referenced RFP. We are pleased to inform you that this work has been awarded to MCN Build, Inc., and if this
Letter Contract is signed by the Contractor without modification of any kind, it will serve as a notice to proceed
for the work described below. This notice to proceed is subject to the following terms:

1. Letter Contract. This is a Letter Contract between the Cont ractor and the District of Columbia
Government, acting by and through its Department of General Services (“DGS” or the “Department”), and shall
govern the parties relationship until such time as a final cont ract is entered into for the work described in the
above referenced RFP (the “Definitized Contract”); provided, however, that to the extent an issue is not covered
in this Letter Contract, the Request for Proposal shall govern. Once an authorized Contracting Officer executes
the Definitized Contract, this Letter Contract shall be incorporated into and merge into the Definitized Contract.

2. Scope of Work. The Contractor shall provide Construction Ma nagement At-Risk (“CMAR”) services
for the Modernization of the Jelleff Recreation Center, located at 3265 S Street NW, Washington, DC 20007
(the “Project”), as described in the Contractor’s Proposal date d June 28, 2024, submitted in response to the
subject RFP and Schedule of Values attached to this Letter Contract as (Exhibit A).

3. Deliverables. In connection with the services provided pursu ant to this Letter Contract, the Contractor
shall provide, at a minimum, the deliverables in accordance with the requirements in the RFP, Schedule of Values
attached to this Letter Contract as (Exhibit A) and Form of Contract in connection to the authorized work to the
Department’s Program Manager and in the referenced instances to the Contracting Officer.

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

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3924 Minnesota Ave, NE | 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727‐7283

4. Not to Exceed Amount. The Not-to-Exceed (“NTE”) amount of this Letter Contract is $950,000.00
including $408,000.00 for General Requirement, $300,000.00 for General Condition, $100,000.00 for
Preconstruction Fee, 70,000.00 for Insurance Burden and $72,000.00 for Performance and Payment Bonds. In
no event shall the Contractor be entitled to receive more than the NTE amount under this Letter Contract unless
authorized in advance and in writing by a duly authorized Contr acting Officer. This NTE amount includes all
costs incurred by the Contractor in connection with the work authorized hereby.

5. Key Personnel. Key personnel shall include, at a minimum, t he following individuals: (i) the Project
Executive; (ii) the Field Superintendent; (iii) the Project Manager who will supervise the Project; (iv) the Project
Manager who will supervise the Mechanical, Electrical, and Plum bing (“MEP”) work; and (v) the individual
that will manage quality control and interact with the Department’s quality control representative (Safety/Quality
Assurance/Quality Control Manager). The Contractor will not be permitted to reassign any of the Key Personnel
unless the Department approves the proposed reassignment and the proposed replacement.

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

6. Insurance. At all times while working under this Letter Con tract, the Contractor shall maintain insurance
as described in the RFP. All such policies shall be endorsed to add the District of Columbia, including, but not
limited to, its Department of General Services, and the respect ive agents, employees, and offices of each as
additional insureds.

7. Duration. Once signed by the Contractor, the Letter Contrac t will become effective on the date the Letter
Contract is executed by the Department. This Letter Contract wi ll terminate on the earlier to occur of the
following: (i) the date the Definitized Contract becomes effective; or (ii) May 20, 2025. DGS reserves the right
to terminate this Letter Contract, in whole or specified part, for convenience in the manner described in Article
5 of the District of Columbia Department of General Services Standard Contract Provisions General Provisions
for Construction Contracts.

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

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

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

Electronic storage and transmi ssion of information via ProjectT eam system shall be compliant with the DGS
document security requirements.

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

11. Purchase Order Number. This Letter Contract will become ef fective on the date the Letter Contract is
executed by the Department. The Department’s Contracts & Procur ement Division will issue a purchase order
number and will be sent in a separate cover. That number should be included in all future invoices and accounting
records. In the event that you do not obtain a purchase order number please contact the Contracting Officer
(“CO”), Suzi Tabot at suzi.tabot@dc.gov directly to obtain this number.

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

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

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

15. Davis Bacon Act Wage Determination and 29 CFR 5.5 Davis Ba con Provision. The Contractor agrees
that the work performed under this Letter Contract shall be subject to the Davis Bacon Wage Determination and
29 CFR 5.5 Davis Bacon Provision as set forth in ( Exhibit C1 and C2) in effect at the time of Letter Contract
execution by the Department.

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

17. Campaign Finance Reform Act. The Contractor agrees to comply with the Campaign Finance Reform
Act certification required pursuant to D.C. Official Code § 1-1 161.01 and will satisfy all self-certification
requirements, as applicable (Exhibit E).

18. Performance And Payment Bonds. The Contractor agrees to po st a payment and performance bond with
a penal value equal to the Definitized Contract amount at the t ime the Definitized Contract is executed. The
CMAR will be required to post an updated payment and performanc e bond to reflect the GMP Amendment
amount (Exhibit F).

Suzi Tabot
Contracting Officer
12/4/2024
X
Page of Pages
12
6. Issued By: 7. Administered By (If other than line 6)
Department of General Services Department of General Services
2. Modification Number 3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 1 See Block 16C PR-015065
Construction Management
At-Risk Services for the Modernization of
the Jelleff Recreation Center
MODIFICATION OF CONTRACT
1. Contract Number
DCAM-24-CS-RFP-0024
Contracting and Procurement Division Capital Construction Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019 Washington, DC 20019
9B. Dated (See Item 11)
1214 28th Street NW
Washington, DC 20007
X
10A. Modification of Contract/Order No.
Attn: Amit Patani - Project Executive DCAM-24-CS-RFP-0024
Contract POC: Jahan Zib Sapai (Jahan.sapai@dc.gov)
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
MCN Build, Inc.
Email: amit.patani@mcnbuild.com 10B. Dated (See Item 13)
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
December 4, 2024
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
1. Letter Contract Duration. The term of this Letter Contract and Notice to Proceed is hereby extended from May 20, 2025, to July 11, 2025. Unless further
extended by an authorized Contracting Officer, this Letter Contract will terminate on July 11, 2025, or shall automatically be incorporated into and shall merge
into and be superseded by the Definitized Contract upon execution of a Definitive Contract by an authorized Contracting Officer.
Title 27 DCMR Section 4728 and Contract No. DCAM-24-CS-RFP-0024
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
15A. Name and Title of Signer 16A. Name of Contracting Officer
Contract No. DCAM-24-CS-RFP-0024 - Construction Management At-Risk Services for the Modernization of the Jelleff Recreation Center ("The Project") is
hereby modified as follows due to the extended value engineering on the initial project design.
(Signature of person authorized to sign) (Signature of Contracting Officer)
Joseph Khoury - EVP: Preconstruction Suzi Tabot
15B. MCN Build, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
2. Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles and holds the
Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional time, additional cost, contract
extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have now or in the future against the Department
arising from or out of, as a consequence or result of, relating to or in any manner connected with this Change Order, the above-referenced Project, and the
Contract work.
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)
X D. Other (Specify type of modification and authority)
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
C. This supplemental agreement is entered into pursuant to authority of:
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
E. IMPORTANT: Contractor is not, is required to sign this document and return 1 copy to the issuing office.
5/19/2025
5/20/2025
(Continuation)
Page of Pages
17. Con
tract Recap:
Letter Contract $950,000.00
-$
Let
ter Contract Not to Exceed Amount 950,000.00$
DCAM-24-CS-RFP-0024
Contract Number
Modification No. 1
2 of 2Modification No. 1
Modification Number
Executed on December 4, 2024
Administrative - No-Cost Time Extension

T,ContractNamber PageofPages
vance |, |PR REN CRcottonMangeAkwa SacerbeMormonofteltasatonan

PModificationNumber
ModificationNo.2otheLetterContract

TeedBy F7-AdministeredBy(othrtanTne6)DepartmentofGeneralServices DepartmentofGeneralServicesContractsandProcurementDivision CapitalConstructionServicesDivision3924MinnesotaAvenue,NE,SthFloor 3924MinnesotaAvenue,NE,SthFloor‘Washington,DC20019 ‘Washington,DC20019
(ContractPOC:FarzaosBalooch(farzanabalooch@dcgov)[&NameandAddressofContractor(No.Steet,citycountry,stateandZIPCode)| 9A.AmendmentofSolieiaionNo.

MCNBuild,Inc. 9B.DatedGeehemTI)121428hStreetNWWashington,DC20007AmitPatani-ProjectExecutive x
amitpalani@menbuild.com 108.Dated(Seetem13)[December42024TT.THISFTEMONLYAPPLIESTOAMENDMENTSOFSOLICITATIONS[FiteabovemaceociaionamendedttohinHe4ThehourandaepiedforcetofOf [_Jaevundcd[Jvnotextended‘Oftersmustacknowledgereceiptofthisamendmentpriortothehouranddatespeifedinthesolicitationorasamendedbyoneafthefollowingmethods:(0)BycompletingItems8and15,ndtuning_1_copiesoftheamendment:()Byacknowledgingreceiptofhis‘mendmentoneachcopyoftheoffersubmitted;or(c)Byseparaeliteorfaxwhichinludesareferencetothesolicitationandamends!nunber.FAILUREOFYOURACKNOWLEDGEMENTTOBERECEIVEDATTHEPLACEDESIGNATEDFORTHERECEIPTOFOFFERSRIORTOTHEHOURANDDATESPECIFIEDMAYRESULTINREJECTIONOFYOUROFFERtyvinofhianderyoudifchangeanofferalreadysubmitted,suchchangemaybemadebyltroffx,providedeachetertelegrammakesreferencetotheSolicitationandthisamendment,andisreceivedpriortotheopeninghouranddatespecifiedT2AccountingandAppropriationData(FRequred)

13.THISITEMAPPLIESONLYTOMODIFICATIONSOFCONTRACTSIORDERS,ITMODIFIESTHECONTRACTIORDERNO.ASDESCRIBEDINITEM14[AThischangeorderisissuedpursuantto:(SpecifyAuthor)Thechangessetforthintem14aremadeinthecontracVordernoinitem10A.[B.TheabovenumberedcontracVorderismodifiedtoreflecttheadministrativechanges(Suchaschangesinpayingalice,appropriationate,et.)setfortinitem14C.Thissupplementalagreementienteredinopursuanttoabortof

X_[P.OberSpecifytypeofmodificationandauthority)Tile27DCMRSection4728andContractNo,DCAM24-CSRFP-O024
[EIMPORTANT:Contactor][isnot[X][srequiredsgnthisdocumentandeta 1 capytothelesuingoffice,

14.Descriptionofamendment/modfication(OrganizedbyUCFSectionheadings,includingslctation/contractsubjectmatterwherefeasible)
LetterContractNo.DCAM-24.CS-RFP.0024-ConstructionManagementAt-Risk("CMAR")ServicesfrtheModernizationoftheJllefRecreationCenterisherebymodifiedasfollowsduetotheextendedvalueenginceringeffortsrequiredbytheDepartment:
1.LetterContractDuration:ThetermofthisLetterContractandNoticetoProceedisherebyextendedfromJuly11,2025,toOctober24,1202S.UntessfurtherextendedbyanauthorizedContractingOffice,tisLetterContactwillterminateonOctober24,2025,orshallautomaticallybeincorporatedintoandshallmergeintoandbesupersededbytheDefinitizedContractuponexecutionofaDefinitiveContractJoyanauthorizedContractingOfficer.

2.Release,iismutuallyagreedthatinexchangeforthisChangeOrderandotherconsideration,theContractorherebyreleases,waives,settlesandholdstheDepartmentharmlessfromanyandallactualorpotentialclaimsordemandsfordelays,disruptions,additionalwork,|aditionatime,additionalcost,contractextensions,compensationsorlabilityunderanytheory,whetherknownorunknowa,thtthe|ContractormayhavenoworinthefutureagainsttheDepartmentarisingfromoroutof,asaconsequenceorresultof,relatingtoorinanyJmannerconnectedwiththisChangeOrder,theabove-referencedProject,andtheContractwork.
3.Terms&Conditions:AllotherTermsandConditionsremainunchanged.

ISA,NameandTileofSignerTypeorprint) IGA.NameofContractSpecialist‘AmitPatani-ProjectExecutive FarzanaBalooch15,MCNBuild,Ine. 15c:DasSid16B,DistrictofColumbia 16C.DateSigned
B Town | 7.10.2025Farzanabalooch 710.2025(Signaturofperoauthorizedosgn (SignatureofContractSpin)

(Continuation)

ContractNumber ‘ModificationNumber PageofPages
DCAM-24-CS-RFP-0024ModificationNo.2totheLetterContract 2082
17.ContractRecap:
LetterContract [Executedon:December4,2024 $950,000.00
ModifiationNo.1 ‘Administrative-NoCostTimeExt $0.00
“ModificationNo,2 Administrative-NoCostTimeExtension $0.00
LetterContractNot-to-ExceedAmount se

T,ContractNamber

DCAM-24-C5-RFP-0024ml
5.Caption 2.MoshificationNumber

5.EifectiveDate }.Requisiion/PurchaseRequestNo,

ConstructionManagementAfModificationNo,310theLeterContact|SeeBlack16C NA ‘ServicesfortheModemizationoftheJellffRecreationCenter[6Tasuedyr F7-AaiinisoredBy(otherthanTne6)DepartmentofGeneralServices DepartmentofGeneralServicesContractsandProcurementDivision CapitalConstructionServicesDivision3924MinnesotaAvenue,NESthFloor 3924MinnesotaAvenue,NE,SthFloor‘Washington,DC20019 Washington,DC20019
ContractPOC:JamshaidAzidGamshaldatA@de.g00)

JSNameandAddvessofContractor(No,Stet,iy,county,stateandZIPCode]— [9AAmendmentofSoletationNo.
MCNBuild,ne. 9B.DatedSeeKemTy121428thStreetNWWashington,DC20007 TOA.ModificationofContacOrderNo‘AmitPatani-ProjectExecutive x [DCAM-24.cs-neP-0024ani.patani@monbuildcom TOB.Dated(Seelem13)December4,2024
Ti.THISITEMONLYAPPLIESTOAMENDMENTSOFSOLICITATIONS| Fiteabovenmr sotsinonamendedsethnHe6Thehooranditepcicdieciptoffs [__[scene[J woentedOffersmustacknowledgerecepofthisamendmentpriotothehouranddatespecifiedinthesolicitationaasamended,byneofthfollowingmethods:BycompletinglemsBand15,andreturning1copiesaftheane: (6)Byacknowledgingrecipofhisamendmentoneachcopyoftheoffersubmitedor()ByseparaTerofxwhichinladereferencetothesolicitationandsmendnetunc.FAILUREOFYOURACKNOWLEDGEMENTTOBERECEIVEDATTHEPLACEDESIGNATEDFORTHERECEIPTOFOFFERS]PRIORTOTHEHOURANDDATE SPECIFIEDMAYRESULTINREIECTIONOFYOUROFFER.Ibyvitofisamendmentoudeseolangeanofferaleadysubmited,suchchangemaybemadebyeterf,providedeachketerortelegrammakesreferencetothesolcitionandthisamendmentandsrecivedpriototheopeninghouranddatepei.TB,AccountingandAppropriationData(Required)

T3-THISITEMAPPLIESONLYTOMODIFICATIONSOFCONTRACTSIORDERS,ITMODIFIESTHECONTRACT/ORDERNO.ASDESCRIBEDINITEM14[AThischangeordersasuedpursuanto:(SpecifyAuthority)[Thechangesstforthinem14aremadeintheeontracVorderno,intern10A,B.TheabovenumberedcontracVorderismodifiedtoreflecttheadministrativechanges(auchaschangesinpayingofie,appropriationdate,et.)setforthinitem14[C.Thissupplementalagreementisenteredatopursuantoautboniyof

X_ [>Oi Speciyypeofmodificationandauthori)Tie27DCMISection4728andContractNo.DCAM-24-CS-RFP-O024

IEIMPORTANT:— Convector][snot[X[requiredwosigntisdncumentandeum 1 copytothesngoft
14.Descriptionofamendmentmodificaton(OrganizedbyUCFSectionheadings,includingsolicitation/contactsubjectmatterwherefeasible),
LetterContractNo.DCAM-24-CS-RFP-0024-ConstructionManagementAt-Risk("CMAR)ServicesfortheModernizationoftheJllf?RecreationCenterisherebymodifiedafollowsduetoprojectdesignchangesandtoprovidethecontractorsuicienttimetore-establishprojectestimatesfranEarlyStartAgreement("ESA1.LetterContractDuration:ThetemofthisLetterContractandNoticetoProceedisherebyextendedtoMarch20,2026,UnlessfurtherlextendedbyanauthorizedContractingOfficer,thisLetterContractwillterminateonMarch20,2026,orshallautomaticallybeincorporatedintoandshallmergeintoandbesupersededbytheDfiitizedContractuponexecutionofaDefinitiveContactbyanauthorizedContractinglotticer:2.Release.tismutuallyagreedthatinexchangeforthisChangeOrderandotherconsideration,theContractorherebyreleases,waives,setsJandholdstheDepartmentharmlessfromanyandallactualorpotentialclaimsordemandsfordelays,disruptions,addtionalwork,ationalime,aditionalcos,contractextensions,compensationsorliabilityunderanytheory,whetherknownorunkown,thattheContractormayIhavenoworinthefutureagainsttheDepartmentarisingfromoroutof,asaconsequenceorresultof,relatingtoorinanymannerconnectedwiththisChangeOrder,theabove-referencedProjet,andtheContractwork.

3.Terms&Conditions:AllotherTennsandConditionsremainunchanged,

TSA,NameandTileofSigner(Typeorprin) T&A.NameofContactSpecialist‘AmitPatani-ProjectExecutive FarzanaBaloochTSB_MCNBpildsloe SCDaeSignedTOD.Distr IGG.DateSigned
von2n02s tonzranas®tpersonauthorizedtosign) conactSpecial)

(Continwation)
ContractN

ModificationNumber PageofPages

DCAM-24.C8-RFP-0024
“MaadifcationNo.31theLeterContract
20f2

LetterContract
ModificationNo.1
ModificationNo.2
ModificationNo.3
LetterContractNott.

Executedon:December4,2024
Administrative-NoCostTimeExtension
Administrative-NoCostTimeExtension
Administrative-NoCostTimeExtension
90,000.00,
$0.00
$0.00
$0.00
—s50,00000-

X
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible).
copy to the issuing office.E. IMPORTANT: Contractor is not, is required to sign this document and return
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-24-CS-RFP-0024
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
solicitation and this amendment, and is received prior to the opening hour and date specified.
15B. MCN Build, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
15A. Name and Title of Signer (Type or print)
A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
16A. Name of Contract Specialist
Joseph Khoury - Executive Vice President Farzana Balooch
C. This supplemental agreement is entered into pursuant to authority of:
Letter Contract No. DCAM-24-CS-RFP-0024 - Construction Management At-Risk ("CMAR") Services for the Modernization of the Jelleff
Recreation Center is hereby modified as follows to allow sufficient time for review and approval of the Early Start Agreement ("ESA") No. 1
proposal, which has been delayed due to multiple revisions needed to meet funding requirements and to incorporate design changes.
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
1. Letter Contract Duration: The term of this Letter Contract and Notice to Proceed is hereby extended to May 15, 2026 . Unless further
extended by an authorized Contracting Officer, this Letter Contract will terminate on May 15, 2026, or shall automatically be incorporated into
and shall merge into and be superseded by the Definitized Contract upon execution of a Definitive Contract by an authorized Contracting
Officer.2. Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles
and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional
time, additional cost, contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have
now or in the future against the Department arising from or out of, as a consequence or result of, relating to or in any manner connected with this
Change Order, the above-referenced Project, and the Contract work.
12. Accounting and Appropriation Data (If Required)
1
10B. Dated (See Item 13)
December 4, 2024
amit.patani@mcnbuild.com
DCAM-24-CS-RFP-0024
(Signature of person authorized to sign) (Signature of Contract Specialist)
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
Page of Pages
1 2
7. Administered By (If other than line 6)
Department of General Services Department of General Services
6. Issued By:
3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 4 to the Letter Contract See Block 16C PR-016798
Construction Management At-Risk
Services for the Modernization of
the Jelleff Recreation Center
2. Modification Number
MODIFICATION OF CONTRACT
1. Contract Number
DCAM-24-CS-RFP-0024
Contracts and Procurement Division Capital Construction Services Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019 Washington, DC 20019
9B. Dated (See Item 11)
X
10A. Modification of Contract/Order No.
Contract POC: Jahan Zib Sapai (Jahan.sapai@dc.gov)
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
MCN Build, Inc.
1214 28th Street NW
Washington, DC 20007
Amit Patani - Project Executive
3/12/2026
3.13.2026
(Continuation)
Page of Pages
17. Contract Recap:
Letter Contract $950,000.00
Modification No. 1 $0.00
$0.00
$0.00
$0.00
$950,000.00
Executed on: December 4, 2024
Administrative - No Cost Time Extension
Modification No. 4 to the Letter ContractDCAM-24-CS-RFP-0024
Contract Number
Letter Contract Not-to-Exceed Amount
Modification No. 2 Administrative - No Cost Time Extension
Modification No. 3 Administrative - No Cost Time Extension
Modification No. 4 Administrative - No Cost Time Extension
Modification Number
2 of 2
X
14. Description of amendment/modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible).
copy to the issuing office.E. IMPORTANT: Contractor is not, is required to sign this document and return
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority) Title 27 DCMR Section 4728 and Contract No. DCAM-24-CS-RFP-0024
B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation
date, etc.) set forth in item 14.
solicitation and this amendment, and is received prior to the opening hour and date specified.
15B. MCN Build, Inc. 15C. Date Signed 16B. District of Columbia 16C. Date Signed
15A. Name and Title of Signer (Type or print)
A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.
16A. Name of Contract Specialist
Amit Patani - Project Executive Farzana Balooch
C. This supplemental agreement is entered into pursuant to authority of:
Letter Contract No. DCAM-24-CS-RFP-0024 - Construction Management At-Risk ("CMAR") Services for the Modernization of the Jelleff
Recreation Center is hereby modified as follows to allow sufficient time for review and approval of the Early Start Agreement ("ESA") No. 1
proposal, which has been delayed due to multiple revisions needed to meet funding requirements and to incorporate design changes.
3. Terms & Conditions: All other Terms and Conditions remain unchanged.
1. Letter Contract Duration: The term of this Letter Contract and Notice to Proceed is hereby extended to July 15, 2026 . Unless further
extended by an authorized Contracting Officer, this Letter Contract will terminate on July 15, 2026, or shall automatically be incorporated into
and shall merge into and be superseded by the Definitized Contract upon execution of a Definitive Contract by an authorized Contracting
Officer.
2. Release. It is mutually agreed that in exchange for this Change Order and other considerations, the Contractor hereby releases, waives, settles
and holds the Department harmless from any and all actual or potential claims or demands for delays, disruptions, additional work, additional
time, additional cost, contract extensions, compensations or liability under any theory, whether known or unknown, that the Contractor may have
now or in the future against the Department arising from or out of, as a consequence or result of, relating to or in any manner connected with this
Change Order, the above-referenced Project, and the Contract work.
12. Accounting and Appropriation Data (If Required)
1
10B. Dated (See Item 13)
December 4, 2024
amit.patani@mcnbuild.com
DCAM-24-CS-RFP-0024
(Signature of person authorized to sign) (Signature of Contract Specialist)
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the
an offer already submitted, such change may be made by letter or fax, provided each letter or telegram makes reference to the
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
following methods: (a) By completing Items 8 and 15, and returning 1 copies of the amendment: (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and
Page of Pages
1 2
7. Administered By (If other than line 6)
Department of General Services (the "Department" or "DGS") Department of General Services
6. Issued By:
3. Effective Date 4. Requisition/Purchase Request No. 5. Caption
Modification No. 5 to the Letter Contract See Block 16C PR-017199
Construction Management At-Risk
Services for the Modernization of
the Jelleff Recreation Center
2. Modification Number
MODIFICATION OF CONTRACT
1. Contract Number
DCAM-24-CS-RFP-0024
Contracts and Procurement Division Capital Construction Services Division
3924 Minnesota Avenue, NE, 5th Floor 3924 Minnesota Avenue, NE, 5th Floor
Washington, DC 20019 Washington, DC 20019
9B. Dated (See Item 11)
X
10A. Modification of Contract/Order No.
Contract POC: Jamshaid Azizi (jamshaid.azizi@dc.gov)
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code) 9A. Amendment of Solicitation No.
MCN Build, Inc.
1214 28th Street NW
Washington, DC 20007
Amit Patani - Project Executive
Amit Patani
Digitally signed by Amit Patani
DN: C=US, E=amit.patani@mcnbuild.com,
O="MCN Build, Inc", OU=Vice President -
Operations, CN=Amit Patani
Date: 2026.05.14 14:39:28-04'00'
5.14.2026
(Continuation)
Page of Pages
17. Contract Recap:
Letter Contract $950,000.00
Modification No. 1 $0.00
$0.00
$0.00
$0.00
$0.00
$950,000.00
Executed on: December 4, 2024
Administrative - No Cost Time Extension
Modification No. 5 to the Letter ContractDCAM-24-CS-RFP-0024
Contract Number
Letter Contract Not-to-Exceed Amount
Modification No. 2 Administrative - No Cost Time Extension
Modification No. 3 Administrative - No Cost Time Extension
Modification No. 4 Administrative - No Cost Time Extension
Modification No. 5 Administrative - No Cost Time Extension
Modification Number
2 of 2

Page 1 of 87

AGREEMENT

FOR

CONSTRUCTION MANAGEMENT AT-RISK SERVICES FOR
THE MODERNIZATION OF THE JELLEFF RECREATION CENTER

BY AND BETWEEN

THE DEPARTMENT OF GENERAL SERVICES

AND

MCN BUILD, INC.

CONTRACT NUMBER: DCAM-24-CS-RFP-0024

Page 2 of 87
PROJECT INFORMATION
A. PROJECT SUMMARY

1. Project Name: Construction Management At-Risk (“CMAR”) Services for
the Modernization of the Jelleff Recreation Center
2. Project Address: 3265 S Street NW, Washington, DC 20007
3. Agreement Type: Cost plus a Fixed Fee with GMP
4. Client Agency: District Department of Parks and Recreation (“DPR” or
“Client Agency”)
5. Contractor: MCN Build, Inc.
6. Agreement Amounts:
i. Initial NTE:
Early Start Agreement (“ESA”) No. 1 with a Not-to-
Exceed (“NTE”) amount of $12,315,674.00 (including the
Letter Contract NTE amount of $950,000.00).

ii. Project Budget: $28,000,000.00
7. Contractor Compensation:
i. Construction
Management Fee: $825,000.00
ii.
Base Construction
Management Fee (75%
of the Construction
Management Fee):
$618,750.00
iii. Preconstruction Fee: $100,000.00
iv.
At Risk Portion of the
Construction
Management Fee (25%
of the Construction
Management Fee):
$206,250.00
v. Lump Sum General
Conditions Cost: $1,270,000.00
vi. Contingency: Construction Contingency – Owner: $488,145.00
Construction Contingency – Contractor: $418,243.00

vii. Allowances: To be determined at GMP
8. Disincentive Fee for Failure to
Timely Submit Deliverables:
$1,000 per day

9. Liquidated Damages for Delay
in Substantial Completion: $1,000 per calendar day
Page 3 of 87
10. GMP Proposal Submission July 1, 2026
11. GMP Executed By: September 1, 2026
12. Substantial Completion Date: December 23, 2027
13. Final Completion Date: January 25, 2028
14. Administrative Term Date: April 21, 2028
15. Key personnel removal or
replacement disincentive fee: $25,000 per person
16. Notice to Proceed:
i. Period of Performance From December 4, 2024 (date of execution of Letter
Contract) through execution of this Contract.
ii. NTE Amount: $950,000.00
17. ESA No. 1 Basis 100% Design Development Documents

Page 4 of 87
CONSTRUCTION MANAGEMENT AT-RISK SERVICES FOR THE
MODERNIZATION OF THE JELLEFF RECREATION CENTER
DCAM-24-CS-RFP-0024

THIS AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT, acting by and through its DEPARTMENT OF
GENERAL SERVICES (the “Department” or “DGS”) and MCN BUILD, INC. with a place of
business at 1214 28th Street NW, Washington, DC 20007 (the “Construction Manager ” or
“Contractor”, and collectively, the “Parties”).

RECITALS

WHEREAS, the Department issued a request for proposals dated May 15, 2024 (the
“RFP”) to engage a contractor to provide Construction Management At-Risk (“CMAR”)
services for the Modernization of the Jelleff Recreation Center, located at 3265 S Street NW,
Washington, DC 20007 (the “Project”);

WHEREAS, the Department desires that the Project be substantially complete no later
than December 23, 2027 (“Substantial Completion Date”);

WHEREAS, the Contractor submitted a proposal entitled Construction Management
At-Risk Services for the Modernization of the Jelleff Recreation Center dated June 28, 2024, to
provide construction management at-risk services for the Project;

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

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

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

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

WHEREAS, the Department has engaged DLR Group Architects (the
“Architect/Engineer” or “A/E ”) pursuant to a separate contract (the “Design Contract”) to
provide design, planning, architectural, and engineering services in order to construct the
Project, and the A/E has advanced the design of the Project to the 100% Design Development
Documents; and

WHEREAS, the Contractor will be required to coordinate with the A/E.

NOW, THEREFORE, the Department and C ontractor, for the consideration set forth
herein, mutually agree as follows.
Page 5 of 87
Article 1 - DEFINITIONS

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

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

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

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

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

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

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

Section 1.8 Preconstruction Phase Services.
The services to be provided under Article 3 constituting the preconstruction phase services to
Page 6 of 87
be performed by the Contractor.

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

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

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

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

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

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

Section 1.15 Notice to Proceed.
A written notice to proceed, signed by the Department’s Contracting Officer , directing the
Contractor to proceed with the Project or any portion of the Project (“Notice to Proceed” or “NTP”).
Page 7 of 87

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

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

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

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

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

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

Section 1.22 Substantial Completion.
Substantial Completion shall mean that all of the following have occurred: (1) the
construction and installation work have been completed with only minor punchlist items remaining
to be completed; (2) a temporary certificate of occupancy and all other required permits or
approvals have been obtained; (3) draft copies of all operating and maintenance manuals,
Page 8 of 87
training videotapes and warranties required by the Agreement have been delivered to the
Department and the Client Agency; (4) final warranties have been submitted for material and labor
for any installed, replaced, or repaired synthetic surfaces at recreation spaces including, but not
limited to, the following material types: Pour-in-Place (“PIP”), artificial grass or turf, rubber mulch,
and engineered wood fiber; (5) any supplemental training session required by the Agreement for
operating or maintenance personnel have been scheduled; (6) all clean-up required by the
Agreement has been completed; (7) the Project is ready for the Department and Client Agency to
use it for its intended purpose; (8) all equipment, supplies, materials and items to be installed have
been installed in accordance with the manufacturer’s specifications and industry standards and have
undergone and passed the requisite testing and inspections; and (9) certificates of compliance with
impact standards (IPEMA) for synthetic surfaces at recreation spaces have been submitted to the
Department. “Minor punch list items” are defined for this purpose as items that, in the aggregate,
can be completed within thirty (30) days without interfering with the Department or Client
Agency’s normal use of the Project.

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

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

Section 1.25. Site Cleanliness
During the Agreement performance and/or as directed by the Department’s Program
Manager, as the installation is completed, the Contractor shall ensure that the site is clear of all
extraneous materials, rubbish, or debris.
Page 9 of 87
Article 2 - GENERAL PROVISIONS

Section 2.1 Letter Contract.
The Parties acknowledge that certain of the preconstruction activities described in Article
3 of this Agreement were performed pursuant to the Letter Contract between the Parties dated
December 4, 2024 . Pursuant to the terms of the Letter Contract, upon execution of this
Agreement by the Department (the "Agreement Effective Date"), the Letter Contract shall
automatically be incorporated into and shall merge into and be superseded by this Agreement.
The Parties agree that any services provided, or work performed pursuant to the merged Letter
Contract, and prior to the Agreement effective date , shall be governed by the terms and
conditions of this Agreement.

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

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

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

Page 10 of 87
Section 2.5 Project Description.

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

The Contractor will be required to provide a full range of services required to construct a new
recreational facility to meet the Department’s programmatic requirements. The List of 100%
Design Development Documents (“DDs”) and Specifications prepared by the A/E to date are
included as Attachment A.

The Project scope includes multipurpose rooms, a gymnasium, an aux iliary gymnasium, a
fitness center, offices, an outdoor pool, and support spaces (restrooms, locker rooms,
administrative spaces, etc.). The scope also includes exterior amenities such as a playground,
community garden, an outdoor basketball court, a multipurpose field, historical features, a
splash pad, and parking. If applicable, installation of any synthetic surface must comply with
regulations set forth in D.C. Code § 10-171.03.

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

The Jelleff Recreation Center (the “Property” or the “Center ”) is an approximately 18,861
square foot facility comprised of classrooms, a gym, locker rooms, offices, and mechanical
space. The Center was constructed in the early 1950s and is named after Frank Jelleff, a man
who presided as President of the Boys and Girls Club of Greater Washington for many years.
Today the Property is used by the Boys and Girls Club of Greater Washington, and they host a
robust range of activities from day -care for small children to teen and young adult activities.
The bulk of the indoor activities today take place on the lower level of the Property below the
gym and in the gym on the upper level.

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

a) To confirm the construction of the Project in accordance with the Contract Documents
(“Contract Documents”).
b) To provide all construction management services necessary to implement the goals of
the Project inclusive of, but not limited to, the following: construction management
services inclusive of budgeting, value engineering (“Value Engineering”), scheduling,
project administration, management, and coordination of subcontractors.
c) To conduct subsurface and interior structure investigation work (including 3D reality
capture scanning) if and as required for the Project.
d) To furnish and provide all materials, management, personnel, equipment, hazardous
material abatement, supervision, labor and other services necessary to complete the
Project.
e) To furnish and provide furniture, fixtures, and equipment (“FF&E”). FF&E
procurement schedule to be developed by the Contractor subject to DPR, the
Department’s specification, agreement, and acceptance.
f) To provide one (1) year of preventative and corrective maintenance services following
substantial completion and use the recommended maintenance schedule developed as a
basis to meet project closeout requirements.
g) To the extent it is applicable, the Contractor shall comply with the Public Facilities
Page 11 of 87
Environmental Safety Amendment Act of 2020 and D.C. Code § 10-171.03.

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

2.5.1 Project Sustainability Requirements

2.5.1.1 LEED and Green Construction Code requirements : The Project will be
designed in such a way to incorporate, at a minimum, LEED Silver principles, green
roof credits through the DOEE Stormwater Retention Credit program and RiverSmart
Rooftops Rewards and Rebate program, and Energy Star Certification. The CMAR
will be responsible for applying for and achieving Energy Star Certification and filing
the DOEE Stormwater Retention Credit and RiverSmart Rooftops registration forms.
The CMAR shall also comply with the recently adopted International Green
Construction Code.
2.5.1.2 Net Zero Energy and Energy Consumption requirements : In addition, the
District is requiring the Project become a Net Zero Energy building, and the Department
requires the CMAR to achieve net zero energy strategies in the building’s design,
construction and certification through either the International Liv ing Future Institute’s
(“ILFI”) Zero Energy Building program or U.S. Green Building Council’s (“USGBC”)
LEED Zero program. The community center’s solar photovoltaic panels will be
purchased, installed, and maintained through the Department by entering
into a separate solar power purchase agreement. The CMAR shall conform to the DC
Energy Conservation Code (“DC ECC”) in its Appendix Z, a voluntary appendix that
sets the standard for net -zero energy construction for commercial buildings within the
District. Specifically, the Project shall achieve a site energy use intensity (“EUI”) of 40-
18 units or less. The exact achieved Site EUI must be low enough to be realistically 100%
offset with onsite solar PV on an annual basis to meet the building’s net zero energy goal.
Net Zero Energy balancing calculations shall use 100% onsite renewable energy
generation. The use of Renewable Energy Credits (RECs) shall not be factored into the
NZE calculations.
2.5.1.3 Heat Pump System requirements: A ground-source heat pump system for the
Center’s space and domestic hot water is preferred. Next best is water or air source heat
pumps. Electric resistance heating is disfavored, unless used for small, secondary loads.
Natural gas-based heating systems shall only be used for emergency backup generator(s).
2.5.1.4 Solar-Readiness requirements: The CMAR shall make the Project solar-ready
by running electrical conduit for future solar locations on roofs and/or facades and
building steel canopies to support solar in the future in consultation with the
Page 12 of 87
Department’s solar owner representative. The CMAR shall also work with the Design
Team and DGS Sustainability and Energy Management Division and solar owner
representatives to ensure the roof can structurally support solar PV loads and to maximize
available rooftop square footage for solar PV equipment. The Department’s solar owner
representative will collaborate with the CMAR on estimating PV capacity. If solar PV
capacity on the rooftop cannot reasonably meet the building’s NZE Site EUI, the CMAR
shall coordinate with the design team to design and construct steel canopy structures to
support solar PV over parking or play area in a way that does not obstruct waste hauling
or other site operations. Solar panels, inverters, and PV balance of system material
procurement and labor costs shall remain outside of the CMAR’s scope. While it is
assumed solar panels will be a part of the design to achieve Net Zero Certification, it
shall not be the only strategy to achieve the Project goals. The CMAR may present
iterative design and/or material options to the Department and DPR to ensure the net zero
energy goals are in alignment with program goals for the community center.

The Project shall be constructed in such a way to allow for substantial completion to be achieved
no later than the Substantial Completion Date.

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

The Contracting Officer for this Contract is:

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

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

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

The Contracting Officer’s Technical Representative and Program Manager is as follows:

Margaret U. Thacker
Senior Project Manager
Department of General Services
3924 Minnesota Avenue NE, 5th Floor
Washington, DC 20019
margaret.thacker@dc.gov
Page 13 of 87

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

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

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

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

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

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

Page 14 of 87
Article 3 - CONTRACTOR’S PRECONSTRUCTION SERVICES

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

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

Throughout the Preconstruction Phase, the Contractor shall schedule and attend regular
meetings with the Department’s Program Manager and the A/E. A list of preconstruction
deliverables is set forth in Exhibit C.

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

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

Section 3.2.1 Baseline Schedule. Within ten (10) days after the NTP is issued, the
Contractor shall prepare a Baseline Schedule for the Project, including the preconstruction phase
activities and the construction phase activities. The Baseline Schedule shall be subject to review
and approval by the Department, and the Contractor shall incorporate such adjustments to the
Baseline Schedule as may be reasonably requested by the Department. This schedule shall be
prepared in a Critical Path Method (“CPM”) and be developed in a sufficient level of detail so
as to permit the affected parties (i.e. the Department, the A/E and the Contractor) to properly
plan the Project, and shall show: (i) key design milestones and bid packages (to be provided by
the A/E); (ii) release dates for long lead items; (iii) release dates for key subcontractors; and (iv)
Substantial and Final Completion Dates. The Baseline Schedule must also be submitted in
Primavera 6 native format or the latest version of the software and shall be updated by the
Contractor, at a minimum, on a bi-weekly basis. Bi-weekly updates to the schedule should
include the original Baseline Schedule as well to show time difference between planned start
and finish dates versus actual start and finish dates. The preliminary schedule is attached hereto
as Exhibit B.

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

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

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

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

Section 3.3 Constructability Reviews

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

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

3.3.2.1 Preliminary Budget Estimate. Within fourteen (14) days of the NTP,
the Contractor shall submit a detailed cost estimate of the proposed design (such
estimate, the “Preliminary Budget Estimate”). With regard to building systems (i.e.
roofs, doors, HVAC, security, IT, etc.), the cost estimate shall be prepared on a
“system” basis that identifies the key building systems or functions and allocates an
estimated cost for each such system. The Construction Management Fee, the Cost of
General Conditions, and Contingencies shall be broken out in separate line items. The
primary purpose of such cost estimate is to aid the Department and Client Agency in
understanding the costs associated with key elements of the Project so as to
better prioritize and manage the use of the funding allocated to this Project.

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

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

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

Section 3.3.2.5 Permits. The Contractor shall be responsible for preparing and
submitting trade permit applications for construction trades that are necessary for the
construction of the Project. No later than ten (10) days after the notice to proceed for
Preconstruction Services, the Contractor shall prepare and submit a matrix that identifies all
permits and land use approvals that are required for the Project to proceed. The matrix
should include zoning and other land use entitlements, building permits, as well as trade
permits and lane closure permits. The matrix shall identify the specific permit, the date by
which such is needed to maintain the Project’s Schedule , and a status column. The matrix
shall be updated monthly.

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

Page 18 of 87
Article 4 - FORMATION OF GMP PROPOSAL

Section 4.1 General.
During the Preconstruction Phase, the Department shall cause the A/E in coordination
with the Contractor to prepare a set of drawings and specifications upon which the Contractor’s
GMP for construction of the Project will be based (the “GMP Basis Documents”) as set forth
in the Project Information Section of this Agreement. Based upon the GMP Basis Documents,
the Contractor shall propose a GMP (referred to as the “GMP Proposal”) no later than the date
set forth in the Project Information Section of this Agreement, which shall be submitted in
accordance with Section 4.1. The Contractor acknowledges and understands that the GMP
Basis Documents will be incomplete at the time it submits its GMP Proposal. Although
complete construction documents will not be available and many details will not be shown
on GMP Basis Documents or will otherwise need to be adjusted, the GMP proposed in the
Contractor’s GMP Proposal shall be intended to represent the Contractor’s offer for the Final
Completion of the Project. If the Contractor’s GMP Proposal is acceptable to the Department,
it shall be memorialized in the form of an amendment to this Agreement (such amendment,
the “GMP Amendment”). The Contractor and the Department shall execute a GMP
Amendment in the form of Exhibit K attached hereto.

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

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

Section 4.3 Contingency.
The Cost of the Work shall include a contingency, which shall be a sum established by
the Department and the Contractor to cover, among other things, costs necessary to address
scope expansion that is a logical development of the design, issues arising from or as a result of
deficiencies in the GMP Basis Documents and other costs which are properly reimbursable as
Cost of the Work but not the basis for a Change Order, such as costs that were not reasonably
foreseeable as of the effective date of this Agreement, including such items as emergencies,
unforeseeable changes in market conditions for materials or labor, or subsurface, soils or site
conditions that were neither known nor reasonably discoverable as of the effective date of the
Agreement (the “Contingency”). During the Construction Phase, the Contractor shall keep the
Program Manager and the Contracting Officer informed as to the status of the Contingency and
Page 19 of 87
shall, at a minimum: (i) advise the Program Manager and Contracting Officer when draws reach
3% upon the contingency in a timely manner ; and (ii) provide the Program Manager with
running status of the Contingency balance at least once every two (2) weeks.

Section 4.4 Trade Bids.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.12 Reserved.
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Section 4.13 Capital Eligibility

While funding in the amount of $11,365,674.00 (exclusive of the Letter Contract NTE)
is being approved for capital -eligible items only, there is an ineligible amount of $76,500.00,
listed in Exhibit L . See the ineligible items column. These items are ineligible for capital
expenditure, per the District Guidelines. The goods/services are needed in FY2026. There
should be no purchases, commitments, or expenditures for these items, until operating funds are
available, via a purchase order for the same amount. In no event shall the Contractor be entitled
to perform any work against these items unless authorized in advance and in writing by a duly
authorized DGS Contracting Officer through a modification of the contract. Unless and until
such modification is executed by a duly authorized DGS Contracting Off icer, the Contractor
will be limited to capital-funded purchase orders (“POs”) in the amount of $11,289,174.00 for
the capital -eligible work authorized by this contract modification. For the avoidance of
confusion, if the Contractor performs any work with the ineligible items in the amount of
$76,500.00, as outlined in Exhibit L, without express written authorization by a duly authorized
DGS Contracting Officer, the Contractor does so at its own risk.
Page 23 of 87
Article 5 - CONSTRUCTION PHASE

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

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

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

1. Participate and assist in Project/Planning meetings, during all phases , and provide a project
manager for the entire duration of the Project.
2. Provide and maintain a fully equipped office on-site to perform all required Contractor duties.
3. Participate and assist in A/E led community meetings as support throughout the design phases
of the Project.
4. Maintain full-time, on-site construction supervision and provide daily inspections, quality
control, monitoring, coordination of various trades, record drawings, and a daily work log.
5. Conduct weekly progress meetings with the project manager and all trades, following a
contractor-generated agenda and meeting minutes.
6. Provide general safety and signage and posting for the Project and ensure that each
subcontractor prepares and submits adequate safety program and monitoring throughout the
Project.
7. Provide a written monthly report that includes : (i) an updated schedule analysis ; (ii) an
updated cost report ; (iii) a monthly review of cash flow ; and (iv) a narrative of the work
performed.
8. Manage the change order process with the trade subcontractors to verify validity, purpose,
and cost.
9. Prepare payment requests, verify accuracy, and forward for approval and payment.
10. Assemble close-out documents required, including an O&M Manual.
11. Provide assistance to DPR and DGS through any applicable warranty periods.
12. Take control of the site and install the necessary construction fences and other devices to
properly secure the site. It is anticipated that this will occur when the Construction Phase
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begins. The Contractor’s storage/laydown area will be limited to the limits of disturbance
shown on the approved construction plans. Additionally, the Contractor is responsible for the
safety of equipment on site and must follow guidelines spelled out in Section 2.5.2. of the
RFP.
13. Abate hazardous materials, if required, in accordance with the Environmental Protection
Agency (“EPA”) and all jurisdictional agencies.
14. Demolition, including razing existing park features, complete excavation , and site grading
necessary to complete the Project.
15. Salvage and store all items as identified by the Department.
16. Pay all permits and fees associated with the Project, other than the building permit fees.
17. Provide all required insurance, performance, and payment bonds before issuing the NTP.
18. Remove the balance of construction debris off site in accordance with all applicable rules and
regulations of those jurisdictions having authority.

Section 5.2 Reserved
Section 5.3 Subcontracting and Administration.

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

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

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

5.3.4. The Contractor shall carefully document its procedures for making available bid
packages to potential bidders, the contents of each bid package, discussions with bidders at any
pre-bid meetings, bidders’ compliance with bid requirements, all bids received, the Contractor’s
evaluations of all bids, and the basis for the Contractor’s recommendation as to which bidders
should be chosen. The Department shall be afforded access to all such records at all reasonable
times so that, among other things, it may independently confirm the Contractor’s adherence to all
requirements set forth in the Agreement including, without limitation, affirmative action
requirements and subcontracting requirements.
Page 25 of 87

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.5.8 Two-Week Look -Ahead Schedule. Upon commencement of initial construction
activities, the Contractor shall provide on a weekly basis a Two-Week Look Ahead Schedule.
The Two Week Look Ahead Schedule shall be a sufficient detail to allow the Department to fully
understand the anticipated to be ongoing and complete.
Section 5.6 Cost Control System.
The Contractor shall use a system of cost control for the Work in a format consistent with the
GMP Drawings & Specifications and approved by the Department, which shall include, without
limitation, regular monitoring of actual costs for activities in progress and estimates for uncompleted
tasks and proposed changes. The Contractor shall identify variances between actual and estimated costs
and report the variances to the Department and the Program Manager at regular intervals.

Section 5.7 Key Personnel.
To carry out its duties, the Contractor shall provide at least the key personnel identified in Exhibit
E to this Agreement (“Key Personnel”), who shall carry out the functions identified in Exhibit E .
Among other things, the Key Personnel shall include: (i) the Project Executive; (ii) the Field
Superintendent; (iii) the Project Manager who will supervise the Project; (iv) the Project Manager who
will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will
manage quality control and interact with the Department’s quality control representative (Safety/Quality
Assurance/Quality Control Manager). It is contemplated that the Key Personnel will work from the pre-
construction stage throughout the completion of the construction work. The Contractor’s obligation to
provide adequate staffing is not limited to providing the Key Personnel but is determine d by the needs
of the Project. The Contractor shall not replace any of the Key Personnel without the Department’s prior
written approval. If any of the Key Personnel become s unavailable to perform services in connection
with the Agreement due to death, disability or separation from the employment of the Contractor or any
affiliate of the Contractor, then the C ontractor shall promptly notify the Departmen t’s Contracting
Officer and propose a replacement acceptable to the Department. The Department shall be entitled to
complete information before approving such replacement, including, but not limited to, a current resume
of the proposed replacement to include qualifications and experience.

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

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

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

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

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

Section 5.11 Claims for Additional Time
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5.11.1. Time is of the essence of this Agreement. The GMP Basis Documents must be
submitted no later than the date set forth within the Project Information Section and the Project
must be Substantially Complete no later than the Substantial Completion Date set forth within the
Project Information Section above.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.12 Site Safety and Clean-Up.

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

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

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

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

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

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

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

Section 5.13 Work Hours, Site Office, and Coordination with Client Agency and Community

5.13.1. Work hours. The Contractor shall comply with the n oise ordinance, and neither
it nor its subcontractors shall undertake work on the Project site other than at the times and sound
level permitted by the noise ordinance.

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

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

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

5.13.5. Outreach Plan. The Contractor shall keep the Department informed of the
construction activities and their potential impact on the community and shall develop a community
outreach plan (the “Outreach Plan”). The Contractor shall submit the Outreach Plan to the
Department prior to its implementation, which shall be subject to the Department’s review and
approval.
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5.13.6. Supervision. Throughout the Work, the construction office shall be managed by
personnel competent to oversee the Work at all times while construction is underway. Such
personnel shall maintain full-time, on-site construction supervision and provide daily inspections,
quality control, monitoring, coordination of various trades, record drawings, and a daily work log.

Section 5.14 Close-out & FF&E.

5.14.1. A detailed list of FF&E requirements will be developed at GMP.

5.14.2. Punchlist. Promptly after Substantial Completion, the Contractor shall coordinate
with the A/E to develop a punchlist. Once the punchlist is prepared, the Contractor shall inspect
the work along with representatives from the Department. The punchlist shall be revised to reflect
additional work items that are discovered during such inspection. The Contractor shall correct all
punchlist items no later than thirty (30) days after Substantial Completion is achieved.

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

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

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

5.14.6. Training. The Contractor shall provide training to Client Agency staff on all of
the building systems. The Contractor shall be required to schedule such training sessions and shall
use commercially reasonable efforts to ensure all such training occurs prior to Final Completion.

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

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

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

Section 5.17 Quality Control.

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

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

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

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

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

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

Section 5.20 Use of ProjectTeam.
The C ontractor shall utilize the Department ’s ProjectTeam system to submit any and all
documentation required to be provided by the C ontractor, including, but not limited to: (i) requests for
information; (ii) submittals; (iii) meeting minutes; (iv) invoices/applications for payment (full package
including all forms required by the Department); (v) certified payrolls (in addition to upload via LCP
Tracker); (vi) drawings and specifications; (vii) building information model(s); (viii) punchlist; and (ix)
other documents as may be designated by the Department.
Section 5.20.1 Invoice Submittal. The Contractor shall create and submit payment requests in
an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov. The C ontractor shall
submit proper invoices on a monthly basis. To constitute a proper invoice, per Article 8 of the Standard
Contract Provision, the Contractor shall enter all required information into the Portal after selecting the
applicable purchase order number, which is listed on the Contractor’s profile.

Section 5.21 Conformance with Laws.
It shall be the responsibility of the Contractor to perform under the Agreement in conformance
with the Department’s Procurement Regulations and all applicable laws, codes, ordinances,
regulations, rules, requirements, orders, and policies of governmental bodies, including, without
limitation, the U.S. Government and the District of Columbia government; and it is the sole
responsibility of the Contractor to determine the Procurement Regulations, statutes, laws, codes,
ordinances, regulations, rules, requirements and orders that apply and their effect on the Contractor’s
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obligations thereunder.

Section 5.22 Construction Phase Deliverables.

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

Section 5.23 Close-Out Deliverables.

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

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

Section 5.24 Licensing, Accreditation and Registration.
The Contractor and all of its Subcontractors and subconsultants (regardless of tier) shall comply
with all applicable District of Columbia, state, and federal licensing, accreditation, and registration
requirements and standards necessary for the performance of the Agreement. Without limiting the
generality of the foregoing, all drawings shall be signed and sealed by a professional A/E licensed in the
District of Columbia.

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

Section 5.26 Hazardous Materials. The Contractor’s scope of work includes the abatement and
removal of hazardous materials found anywhere on or within the Project site. In performing such work,
the Contractor shall comply with all laws, including, without limitation, the requirements of th e
Environmental Protection Agency and all jurisdictional agencies and all laws relating to safety, health
welfare, and protection of the environment, in removing, treating, encapsulating, passivating, and/or
disposing of hazardous materials, including, but not limited to, removal, treatment, encapsulation,
passivation, and/or disposal of the hazardous materials. If any notices to governmental authorities are
required, the Contractor shall also give those notices at the appropriate times. The Contractor shall ensure
abatement subcontractors and disposal sites are appropriately licensed and qualified. In addition, the
Contractor shall ensure that any subcontractors involved in the abatement of hazardous materials
maintain a contractor’s pollution legal liabili ty insurance policy of at least Two Million Dollars
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($2,000,000) for the duration of the Project and a period of ten (10) years after Substantial Completion
of the Project, and that any disposal site to which hazardous materials are taken carries environmental
impairment liability insurance for the duration of the Project and a period of ten (10) years after
Substantial Completion of the Project. The Contractor’s obligations under this Section 5.26 shall include
signing (as the agent for the Department) any manifests required for the disposal of hazardous materials.
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Article 6 - DESIGNATED REPRESENTATIVES

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

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

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Article 7 - COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION
PHASE SERVICES

Section 7.1 Compensation

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

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

Section 7.2 Payments

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

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

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Article 8 - COMPENSATION FOR CONSTRUCTION PHASE SERVICES

Section 8.1 Compensation.

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

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

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

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

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

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

Section 8.5 No Adjustments to Fee.
It is the Department’s intent to engage the Contractor to develop a GMP that meets the 100%
DDs forth in Exhibit A by the Client Agency and the Project Budget as set forth herein ( i.e., built to
budget), to allow for Substantial Completion of the Work to be achieved no later than the Substantial
Completion Date. The Contractor shall be entitled to an adjustment to the Construction Management
Fee at the time the GMP is established to the extent, and only to the extent, that: (i) the Department
makes additions to the scope that, when measured relative to the program, cause the GMP to exceed the
Project Budget by more than ten percent (10%); or (ii) the Department makes additions to the scope
provided for herein which (other than for punchlist or warranty work) requires the Contractor’s services
at the Project beyond December 23, 2027 . With regard to Change Orders issued after the GMP is
established, the Contractor shall be entitled to an increase in the Construction Management Fee to the
extent, and only to the extent, that: (i) the Department has added a new programmatic element to the
Project; or (ii) the Department made additions to the GMP scope which (other than punchlist or warranty
work) require the Contractor’s services at the Project to extend 30 days or more beyond the Substantial
Completion Date.

Section 8.6 Markup on Trade Work.
The maximum markup for change order work shall be in accordance with Section 17.11.

Section 8.7 Direct Cost of Work
“Direct Cost of the Work” shall mean labor, material, and other costs reasonably and necessarily
incurred in the proper performance of the Work as approved by the Department and shall include,
but not be limited to:
8.7.1 Labor. Payment will be made for direct labor cost plus indirect labor cost, such as
insurance, taxes, fringe benefits, and welfare, provided such costs are considered
reasonable. Indirect costs shall be itemized and verified by receipted invoices. If
verification is not possible, up to five percent (5%) of direct labor costs may be allowed.
8.7.2 Rented Equipment . Payment for required equipment rented from an outside
company that is neither an affiliate of, nor a subsidiary of, the Contractor will be
based on receipted invoices, which shall not exceed rates given in the current edition of
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the Rental Rate Blue Book for Construction Equipment. If actual rental rates exceed
manual rates, written justification shall be furnished to the Contracting Officer for
consideration. No additional allowance will be made for overhead and profit. The
Contractor shall submit written certification to the Contracting Officer that any required
rented equipment is neither owned by nor rented from the Contractor or an affiliate of
or subsidiary of the Contractor.
8.7.3 Contractor’s Equipment . Payment for required equipment owned by the
Construction Management or an affiliate of the Contractor will be based solely on an
hourly rate derived by dividing the current appropriate monthly rate by 176 hours. No
payment will be made under any circumstances for repair costs, freight and transportation
charges, fuel, lubricants, insurance, any other costs and expenses, or overhead and profit.
Payment for such equipment made idle by delays attributable to the Government will be
based on one-half the derived hourly rate under this subsection.
8.7.4 Materials. Incorporated and unincorporated materials as permitted under Section
9.1.2 (b) and 9.1.2 (c).
8.7.5 Direct Cost of the Work does not, however, include home office overhead, field
supervision, general conditions, or profit of either the Subcontractor or the Contractor.
No personnel above the level of a working foreman shall be considered a Direct Cost of
the Work.

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Article 9 - COST OF THE WORK FOR CONSTRUCTION PHASE
Section 9.1 Cost of the Work.
The term “Cost of the Work” shall mean the costs necessarily incurred by the Contractor in the proper
performance of the Work and shall include only the following:
9.1.1. Payments made by the Contractor to Subcontractors and suppliers, other than
design subconsultants, but only in accordance with the subcontracts and supply agreements;
9.1.2. All amounts due to the Contractor under the terms of the Department's
written authorization for the Contractor to perform any portion of the Work as Self-Performed
Work. If an authorization for the Contractor to engage in Self-Performed Work is not on a
fixed-price basis, then, as to that Work, the following costs shall be within the Cost of the Work:

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

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

(c) Unincorporated Materials. The cost of materials, products, supplies and equipment
not actually installed or incorporated into the Self-Performed Work, but required to provide a
reasonable allowance for waste or spoilage, subject to the Contractor’s agreement to turn unused
excess materials over to the Department at the completion of the Project or, at the Department’s
option, to sell the material and pay the proceeds to the Department or give the Department a credit in
the amount of the proceeds against the Cost of the Work.
9.1.3. Royalty and license fees paid for use of a design, process, or product, if its use
is required by this Agreement or has been approved in advance by the Department;

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

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

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

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

9.1.8. The Lump Sum General Conditions Cost; and

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

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

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

Section 9.3 Costs Not to Be Reimbursed.
All costs not specifically listed in Section 9.1 as being within the Cost of the Work are excluded
from the Cost of the Work and shall not be reimbursable. In particular, but without limitation, the Cost
of the Work does not include any of the following:
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9.3.1 Any personnel or labor costs other than those provided for in Section
9.1.2;
9.3.2 Fees for any permits or licenses the Contractor requires to conduct its
general business operations;
9.3.3 Capital expenses and interest on capital employed for the Work;
9.3.4 Direct or indirect costs of any kind, except those expressly included in
Section 9.1;

9.3.5 Sales or use taxes, unless the Contractor establishes that applicable law
required payment of such taxes;

9.3.6 Costs due to the errors or omissions of the Contractor or its Subcontractors
or suppliers at all tiers, negligent or otherwise;

9.3.7 Costs due to breach of the Agreement by the Contractor or its
Subcontractors or material suppliers at all tiers, including, without
limitation, costs arising from defective or damaged Work or its correction,
disposal of materials or equipment erroneously s upplied, and repairs to
property damaged by the Contractor or its Subcontractors or material
suppliers at all tiers;

9.3.8 Any costs incurred in performing work of any kind before NTP, unless
specifically authorized by a duly authorized Contracting Officer of the
Department in advance and in writing;

9.3.9 The cost of home or regional offices, it being understood that
compensation for such costs is included in the Construction Management
Fee and Award Fee.

Section 9.4 Discounts, Rebates, and Refunds.

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

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

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

Section 9.6 Accounting Records.

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

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

Section 9.7 Excluded Cost Elements.

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

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

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Article 10 - CONSTRUCTION PHASE PAYMENTS

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

The Cost of Work completed to date

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

Current approved estimated
Cost of Work through Final Completion

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

Minus Applicable retainage

Minus Amounts previously paid by the Department

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.9.6 any mechanic’s lien has been filed against the Department, the site or any portion thereof
or interest therein, or any improvements on the site, even though the Department has
paid all undisputed amounts due to the Contractor, and the Contractor, upon notice, has
failed to remove the lien, by bonding it off or otherwise, within ten (10) calendar days; or
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10.9.7 the Department has reasonable evidence that the Work will not be completed by the
Substantial Completion Date, as required, that the unpaid balance of the GMP would
not be adequate to cover actual or liquidated damages arising from the anticipated
delay; or

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

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

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

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

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

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

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

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

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

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

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

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

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Article 11 - INSURANCE

Section 11.1 Insurance Required by the Project

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

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

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

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide evidence satisfactory
to the CO with respect to the services performed that it carries a CGL policy, written on an occurrence
(not claims-made) basis, on Insurance Services Office, Inc. (“ISO”) form CG 00 01 04 13 (or another
occurrence-based form with coverage at least as broad and approved by the CO in writing), covering
liability for all 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 each
occurrence, a $2,000,000 general aggregate.

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

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

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

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

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

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

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

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

Page 55 of 87
4. Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions, breach of
contract, and violation of any consumer protection laws arising out of Contractor’s operations or
services with a limit of $2,000,000 per claim and in the aggregate. Such coverage shall include but
not be limite d to, third party and first party coverage for loss or disclosure of any data, including
personally identifiable information and payment card information, network security failure, violation
of any consumer protection laws, unauthorized access and/or use or other intrusions, infringement of
any intellectual property rights (except patent), unintentional breach of contract, negligence or breach
of duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or violations
of any ot her 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 or excess liability insurance with minimum limits of $10,000,000 per
occurrence and $10,000,000 in the annual aggregate, following the form and in excess of all liabilit y
policies. All liability coverages must be scheduled under the umbrella and/or excess policy. The
insurance required under this paragraph shall be written in a form that annually reinstates all required
limits. Coverage shall be primary to any insurance, self -insurance or reinsurance maintained by The
Government of the District of Columbia and the “other insurance” provision must be amended in
accordance with this requirement and principles of vertical exhaustion.

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

8. Environmental Liability/Contractors Pollution Liability Insurance - The Contractor shall provide
evidence satisfactory to the CO of environmental liability insurance covering losses caused by
pollution or other hazardous conditions arising from ongoing or completed operations of the
Contractor. Such insurance shall ap ply to bodily injury, property damage (including loss of use of
damaged property or of property that has been physically injured), clean -up costs, transit and non -
owned disposal sites. Cover age shall extend to defense costs and expenses incurred in the
investigation, civil fines, penalties and damages or settlements. There shall be neither an exclusion
nor a sublimit for mold or fungus-related claims. The minimum limits required under this paragraph
shall $2,000,000 per occurrence and $2,000,000 in the annual aggregate. If such coverage is written
Page 56 of 87
on a claims -made basis, the Contractor warrants that any retroactive date applicable to coverages
under the policy precedes the Contractor’s performance of any work under the Contract and that
continuous completed operations coverage will be maintained for at least ten (10) years or an extended
reporting period shall be purchased for no less than ten (10) years after completion.

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

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

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

Construction Projects Controlled by the District

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

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

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

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

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

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

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

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 eq uipment. A waiver of subrogation
shall apply in favor of The Government of the District of Columbia.

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

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

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

The Government of the District of Columbia

And mailed to the attention of:

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

The CO may request and the Contractor shall promptly deliver updated certificates of insurance,
endorsements indicating the required coverages, and/or certified copies of the insurance policies. If
the insurance initially obtained by the Contractor 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, t he Contractor should be named as an additional insured on the
applicable manufacturer’s/distributer’s Commercial General Liability policy using Insurance Services
Office, Inc. (“ISO”) form CG 20 15 04 13 (or another occurrence -based form with coverage at least
as broad). CO should collect, review for accuracy, and maintain all warranties for goods and services.
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Article 12 - ECONOMIC INCLUSION REQUIREMENTS

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

Section 12.2.1 Unless the Director of DSLBD has approved a waiver in writing, in
accordance with D.C. Official Code § 2-218.51, for all contracts in excess of $250,000,00
at least 35% of the dollar volume of the contract shall be SBEs.
Section 12.2.2 If there are insufficient SBEs to completely fulfill the requirement
of Section 13.2.1, then the subcontracting may be satisfied by subcontracting 35% of the
dollar volume to any CBEs; provided, however, that all reasonable efforts shall be made to
ensure that SBEs are significant participants in the overall subcontracting work.
Section 12.2.3 A prime contractor that is certified by DSLBD as a LSDBE shall
not be required to comply with the provisions of Sections 12.2.1 and 12.2.2.
Section 12.2.4 Except as provided in Sections 12.2.1 and 12.2.2, a prime
contractor that is a CBE and has been granted a proposal preference pursuant to D.C.
Official Code § 2- 218.43, or is selected through a set -aside program, shall perform at
least 35% of the contracting effort with its own organization and resources and, if it
subcontracts, 35% of the subcontracting effort shall be with CBEs. A CBE prime
contractor that pe rforms less than 35% of the contracting effort shall be subject to
enforcement actions under D.C. Official Code
§ 2-218.63.
Section 12.2.5 A prime contractor that is a certified joint venture and has been
granted a proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected
through a set- aside program, shall perform at least 50% of the contracting effort with its
own organization and resources and, if it subcontracts, 35% of the subcontracting effort
shall be with CBEs. A certified joint venture prime contractor that performs less than
50% of the contracting effort shall be subject to enforcement actions under D.C. Official
Code § 2-218.63.
Section 12.2.6 Each CBE utilized to meet these subcontracting
requirements shall perform at least 35% of its contracting effort with its own
organization and resources.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12.10.4 The Contractor shall be responsible for: (i) including the provisions of
Section 12.10 in all subcontracts; (ii) collecting the information required in Section 12.10
from its Subcontractors; and (iii) providing the information collected from its
Subcontractors in the reports required to be submitted by the Contractor pursuant to Section
12.10.
Section 12.11 Compliance with the Apprenticeship Act. The District of Columbia
Apprenticeship Act of 1946, D.C. Official Code §§ 32-1401 et seq. ("Apprenticeship Act"), as
amended, may apply to this Project. All subcontractors selected to perform work on the Project
on a craft-by-craft basis shall be required to comply with this Apprenticeship Act. All terms and
conditions of the Apprenticeship Act, D.C. Apprenticeship Council Rules and Regulations, as well
as any federal requirements, shall be implemented. The Contractor shall be liable for any
subcontractor non-compliance. Thirty-Five percent (35%) of all apprentice hours worked shall
be performed by District residents.

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Article 13 - LIQUIDATED DAMAGES

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

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

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

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

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

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

Section 14.4 The Quick Payment Clause

14.4.1 Interest Penalties to Contractors

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

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

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

14.4.2 Payments to Subcontractors

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

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

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

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

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

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

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

14.4.3 Subcontractor Quick Payment Clause Flow-Down Requirements

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

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

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

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

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

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

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

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

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

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

14.4.4.4 Authorized Changes by the Contracting Officer

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

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

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

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

Section 14.6 False Claims Act.
The Contractor shall be governed by all laws and regulations prohibiting false or fraudulent
statements and claims made to the DC government, including the prescriptions set forth in the
DC Official Code §22-2405 and §§2-381.01 et seq. In the event that it is discovered that the
Contractor has made a false, fraudulent, or unsupported statement or claim to the Department,
the Department may terminate this Agreement without liability.

Section 14.7 Interpretation of Contract and Order of Precedence. All of the
documents comprising the Agreement should be read as complementary, so that what is called
for by one is called for by all. Ambiguities shall be construed in favor of a broader scope of
work for the Contractor, as the intent of the Agreement is, with specific identified exceptions,
to require the Contractor to assume entire responsibility for construction of the Project. If
there is any inconsistency among the documents comprising the Agreement, the order of
precedence among them is as follows, with the first listed document having the highest
priority:
(1) This Agreement and its Modifications, Change Orders, Change Directives, and any
Exhibits thereto;
(2) The Department’s collective Standard Contract Provisions, as amended, and any
missing term in this Agreement shall be addressed in accordance with the collective
Standard Contract Provisions; and
(3) The Construction Documents as approved by the Department.
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Section 14.8 Independent Contractor. The Contractor and the Contractor’s employees: (1)
shall perform the services specified herein as independent contractors, not as employees or
agent of the District, or joint venture or partner with the District; (2) shall be responsible for
their own management and administration of the work required and bear sole responsibility
for complying with any and all technical, schedule, financial requirements or constraints
attendant to the performance of this Agreement; (3) shall be free from supervision or control
by any government employee wi th respect to the manner or method of performance of the
service specified; but (4) shall, pursuant to the government’s right and obligation to inspect,
accept or reject work, comply with such general direction of the CO, or the duly authorized
representative of the CO as is necessary to ensure accomplishment of the Agreement
objectives. The Contractor shall have exclusive authority to manage, direct, and control the
work, and shall be responsible for all means, methods, techniques, sequences, and procedures,
as well as for Project safety. In carrying out all its obligations under the Agreement, the
Contractor shall act as an independent contractor and not as an employee or agent of the
Department, nor as a joint venture or partner of the Department.

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

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

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

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

If to the Department:

Dr. Jacque McDonald
Associate Director and
Chief Procurement Officer
Department of General Services
3924 Minnesota Ave, NE | 5th Floor
Washington, DC 20019

If to the Contractor:

Joseph Khoury
Principal
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MCN Build, Inc.
1214 28th Street NW
Washington, DC 20007

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

Section 14.13 Reserved.

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

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

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

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

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

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

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

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

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

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

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

Section 14.22 Davis-Bacon Act Wage Determination and 29 CFR 5.5 Davis -Bacon
Provision.
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The Contractor agrees that the Work performed under this Contract shall be subject to the
Davis Bacon Wage Determination Service Act as set forth in Exhibit F1 and Title 29 Code of
Federal Regulations (“CFR”), 5.5 Davis Bacon Provision as set forth in Exhibit F2. At such
time as the C ontractor is preparing its GMP, the Contractor shall include the current Davis -
Bacon wage rates in its GMP.
Section 14.23 Living Wage Act . The Living Wage Act is applicable to this Contract. As
such, the Contractor and its subcontractors shall comply with the wage and reporting
requirements imposed by that Act Exhibit R.

Section 14.24 Intentionally Deleted.

Section 14.25 Americans with Disabilities Act of 1990 (“ADA”). During the performance
of this Contract, the Contractor and any of its Subcontractors shall comply with the ADA. The
ADA makes it unlawful to discriminate in employment against a qualified individual with a
disability. See 42 U.S.C. §12101 et seq.

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

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

14.27.1 In the event the Agreement is terminated as provided in Article 16 of this
Agreement, the Department shall be entitled:
a. to pursue the same remedies against the Contractor as it could pursue in the event of
a breach of the Agreement by the Contractor; and
b. as a penalty, in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the Department) which shall be not less
than ten times the costs incurred by the Contractor in providing any such gratuities.

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

Section 14.28 Ethical Standards for the Department's Employees and Former
Employees. The Department expects the Contractor to observe the highest ethical standards
and to comply with all applicable laws, rules, and regulations governing ethical conduct or
conflicts of interest. Neither the Contractor, nor any person associated with the Contractor,
shall provide (or seek reimbursement for) any gift, gratuity, favor, entertainment, loan, or other
thing of value to any employee of the District or the Departmen t not in conformity with
applicable law, rules, or regulations. The Contractor shall not engage the services of any person
or persons in the employment of the Department or the District for any work required,
contemplated, or performed under the Agreement. The Contractor may not assign to any
former employee or District employee or agent who has joined the Contractor’s firm any matter
on which the former employee, while employed by the Department, had material or substantial
involvement in the matter. The Contractor may request a waiver to permit the assignment of
such matters to former personnel on a case-by-case basis. The Contractor shall include in every
subcontract a provision substantially similar to this section so that such provisions shall be
binding upon each Contractor or vendor.

Section 14.29 Non-Discrimination in Employment Provisions.

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

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

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

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

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

Section 14.29.2 Pregnant Workers Fairness

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

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

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

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

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

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

14.29.3 UNEMPLOYED ANTI-DISCRIMINATION

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

b. The Contractor shall not:

1. Fail or refuse to consider for employment, or fail or refuse to hire, an individual as an
employee because of the individual's status as unemployed; or
2. Publish, in print, on the Internet, or in any other medium, an advertisement or
announcement for any vacancy in a job for employment that includes:
i. Any provision stating or indicating that an individual's status as unemployed
disqualifies the individual for the job; or
ii. Any provision stating or indicating that an employment agency will not consider or
hire an individual for employment based on that individual's status as unemployed.
c. Violations of the Unemployed Anti -Discrimination Act shall be subject to civil
penalties as described in the Anti- Discrimination Act.
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Section 14.30 ASSIGNMENT OF CONTRACT PAYMENTS

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

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

Section 14.31 FREEDOM OF INFORMATION ACT (“FOIA”)

The District of Columbia Freedom of Information Act, at D.C. Official Code § 2 -532 (a-3),
requires the District to make available for inspection and copying any record produced or
collected pursuant to a District contract with a private contractor to perform a public function,
to the same extent as if the record were maintained by the agency on whose behalf the contract
is made. If the Contractor receives a request for such information, the Contractor shall
immediately send the request to the PM designated in Section 2.6 of this Agreement who will
provide the request to the FOIA Officer for t he agency with programmatic responsibility in
accordance with the D.C. Freedom of Information Act. If the agency with programmatic
responsibility receives a request for a record maintained by the Contractor pursuant to the
Contract, the PM will forward a copy to the Contractor. In either event, the Contractor is
required by law to provide all responsive records to the PM within the timeframe designated
by the PM. The FOIA Officer for the agency with programmatic responsibility will determine
the releasability of the records. The District will reimburse the Contractor for the costs of
searching and copying the records in accordance with D.C. Official Code §2-532 and Chapter
4 of Title 1 of the D.C. Municipal Regulations.

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

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Article 15 - TERMINATION OR SUSPENSION

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

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

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

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

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

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

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

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

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

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

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

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

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

Page 79 of 87
Article 16 - OTHER CONDITIONS AND SERVICES

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

Page 80 of 87
Article 17 – CHANGES IN THE WORK

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

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

Section 17.3 Department-Initiated Changes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1. For Work performed by a Subcontractor with its own forces, the
Subcontractor shall be entitled to a mark-up of not more than five percent
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(5%) (Covering home office overhead, the cost of insurance and bonds, field
supervision, general conditions and profit) on the Direct Costs of the Work.
For Work that the Department permits the Contractor to self-perform, the
Contractor shall also be entitled to a mark-up of not more than five
percent (5%) of the Direct Cost of the Work. With regard to any such Work
that is self- performed by the Contractor, the markup contemplated in this
Section 17.11.1 shall be the Contractor’s exclusive compensation and it shall
not be entitled to the markup contemplated in Section 17.11.3;

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

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

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

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

• Contractor’s Equipment. Payment for required equipment owned by the
Construction Management or an affiliate of the Contractor will be
based solely on an hourly rate derived by dividing the current
appropriate monthly rate by 176 hours. No payment will be made
under any circumstances for repair costs, freight and transportation
Page 84 of 87
charges, fuel, lubricants, insurance, any other costs and expenses,
or overhead and profit. Payment for such equipment made idle by
delays attributable to the Government will be based on one-half
the derived hourly rate under this subsection.

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

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

Page 86 of 87
Article 19 – CLAIMS AND DISPUTE RESOLUTION

All claims or disputes arising out of this Agreement shall be governed by the terms of the
Standard Contract Provisions.
Page 87 of 87
Article 20 – EXHIBITS
Exhibit A List of Drawings and Specifications
Exhibit B Preliminary Schedule
Exhibit C Preconstruction and Construction Phase Deliverables
Exhibit D Close-Out Deliverables
Exhibit E Key Personnel
Exhibit F1 Davis-Bacon wage rates
Exhibit F2 29 CFR 5.5 Davis Bacon Provision
Exhibit G Contractor’s Designated Representative
Exhibit H Department’s Designated Representatives and Contracting Officer
Exhibit I Standard Contract Provisions, General Provisions (Construction
Contracts)
Exhibit J Release of Lien Waivers
Exhibit K GMP Amendment
Exhibit L List of Capital In-Eligible Items
Exhibit M At-Risk Construction Management Fee Award Pool Determination
Exhibit N Subcontractor Performance Evaluation Form
Exhibit O EEO Policy Form
Exhibit P Building Information Modeling (BIM)
Exhibit Q Preliminary Subcontracting Plan
Exhibit R Living Wage Act of 2006
Exhibit S Campaign Finance Reform Act Self-Certification Form
Exhibit T First Source Employment Agreement
Exhibit U Turnover Protocol Document
IN WITNESS WHEREOF, the duly authorized signatories of the Parties have executed
this Agreement (DCAM-24-CS-RFP-0024) as of the last date executed below.
DEPARTMENT OF GENERAL SERVICES
An agency within the executive branch of the
Government of the District of Columbia.
MCN BUILD, INC.
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________
Joseph Khoury
EVP: Preconstruction
6/11/2026

EXHIBITS A TO U

EXHIBITS ARE ACCESSIBLE VIA THE LINK BELOW

CONTRACT EXHIBITS - CMAR JELLEFF