Proposed Contract No. DCAM-25-CS-RFP-0014 with Atmos Solutions, 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 th e District of Columbia is
Contract No. DCAM-25-CS-RFP-0014 with Atmos Solutions, Inc., in the not -to-exceed amount
of $11,034,688.61 (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 relocation of historic Building 88 on
St. Elizabeths East Campus.

As part of the initial phase of the project, Atmos Construction, Inc. will provide design and
preconstruction services, including abatement and demolition, while the District and Atmos
Construction, 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
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

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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)

Redevelopment of St. Elizabeths East Campus –
Design-Build Services Relocation Historic Building 88

(A) Contract Number: DCAM-25-CS-RFP-0014

Proposed Contractor: Atmos Solutions Inc.

Contractor’s Principals:

Proposed Contract Amount:
(“ESA”) Not-to-Exceed (“NTE”) amount: $11,034,688.61
(includes $950,000.00 Letter Contract Amount)

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

Term of Contract: January 12, 2026 (date of execution of the Letter
Contract by the Department) through March 30,
2027 (Substantial Completion Date ), with a n
Administrative Term Date of August 31, 2027.

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.

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

A letter contract with Atmos Solutions, Inc. ( the “Contractor”) was executed by the Department
of General Services (the “Department”) on January 12, 2026 (the “Letter Contract”).

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

Modification No. 1 to the Letter Contract, executed on March 30, 2026, extended the duration of
the Letter Contract to May 15, 2026.

Modification No. 2 to the Letter Contract, executed on May 12, 2026, extended the duration of the
Letter Contract to June 30, 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 not-to-exceed (“NTE”) amount established by the Letter Contract.

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

If approved, the Contract will allow t he Contractor to complete plans, specifications, and obtain
permits to relocate the Historic Building 88 (Blackburn Lab) that presently exists on the St.
Elizabeths East Campus in Washington, DC. The work consists of the completion of plans for the
site work, drainage system, new access roadway and parking areas, and the relocation of the main
building and the lab portion of the building 65 feet west. This will require the construction of new
foundations and below grade foundation walls for the full length of the building. During or after
the initial relocation of Building 88, the scope of work will include the complete demolition of the
foundation and walls of the old basement within the future Sycamore right of way (“ROW”) and
east of the relocated building as well as the demolition of the connection between buildings 88 &
89, which is also within the future ROW of Sycamore Drive.

The proposed Contract’s NTE amount of $11,034,688.61 includes the definitive agreement
covering the full Design Fee (Design Fee, Design Build Fee, Permit Allowance, and Lump Sum
General Conditions ) and early release items required requirements to develop the guaranteed
maximum price (“Guaranteed Maximum Price” or “GMP”) proposal for the project. This amount
includes the remaining balance beyond the initial $950,000.00, authorized under the L etter
Contract. As the proposed amount of the Contract exceeds $1 million, Council approval is required
for this contract action.

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

On July 7, 2025, the Department issued a Request for Proposal (“RFP”) in the open market to
engage a contractor to serve as the design-builder (the “Design-Builder” or the “Contractor”) for
the relocation of Building 88 on St. Elizabeths East Campus.

A pre-proposal conference was held on July 14, 2025, with a Site Visit held on July 16, 2025.

A total of ten (10) Addendums were made to the RFP. A summary of the Addendums is provided
below.

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- Addendum No. 1, issued July 15, 2025, provided details about the Pre -proposal
Conference and rescheduled the Site Visit.
- Addendum No. 2, issued July 15, 2025, provided additional clarity for the Site Visit.
- Addendum No. 3, issued on July 18, 2025, provided Site Visit attendance.
- Addendum 4, issued on August 4, 2025, extebded the due date for proposals to
August 14, 2025.
- Addendum 5, issued on August 11, 2025, extended the due date for proposals to
August 21, 2025, provided 12 additional project specific attachments with many
focused on the location and movement of Building 88.
- Addendum 6, issued on , issued on August 14, 2025, extebded the due date for
proposals to August 19, 2025.
- Addendum 7, issued on , issued on August 15, 2025, extebded the due date for
proposals to August 21, 2025 and provided a revised Offerv Lettewr and Bud Form.
- Addendum 8, , issued on August 19, 2025, extebded the due date for proposals to
August 28, 2025.
- Addendum 9, issued on , issued on August 27, 2025, extebded the due date for
proposals to September 2, 2025.
- Amenbdment 10, issued on August 28, 2025, provided Formm of Contract and Form
of Notice to Proceed/Letter Contract.

PROPOSAL SUBMISSION

On September 2, 2025, the Department received six (6) proposals from offferors (“Offeror(s)”).

EVALUATION

TECHNICAL EVALUATION

Proposals were evaluated in accordance with the Technical Rating Scale and Evaluation Factors contained
in the RFP.

The Technical Rating Scale is provided in the table below; the Evaluation Factors follow the table.

Numeric
Rating
Adjective Description
0 Unacceptable Fails to meet minimum requirements, e.g., no demonstrated
capacity, major deficiencies which are not correctable; offeror did
not address the factor.
1 Poor Marginally meets minimum requirements; major deficiencies
which may be correctable.
2 Minimally
Acceptable
Marginally meets minimum requirements; minor deficiencies
which may be correctable.
3 Acceptable Meets requirements; no deficiencies.

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4 Good Meets requirements and exceeds some requirements; no
deficiencies.
5 Excellent Exceeds most, if not all requirements; no deficiencies.

- Relevant Experience & Capabilities of the Builder and key subcontractor for
building relocation related services (15 points)
- Key Personnel of the Builder (10 points)
- Relevant Experience & Capabilities of the Architect/Engineer (10 points)
- Key Personnel of the Architect/Engineer (10 points)
- Project Management Plan & Schedule (30 points)
- Price (0 - 25 points)
- Certified Business Enterprise (“CBE”) Preference (up to 12 points).

Total Possible Points 0 – 112 Points

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 on October 3, 2025, to discuss the evaluation
of proposals, the roles and responsibilities of the TEP, establish a schedule for the completion of
the review of proposals. In addition, each TEP member completed the required Disclosure
Agreement and Confidentiality Agreement.

After the Panel members had completed their individual evaluations of the proposals, the Panel
met to develop the consensus technical score for each Offeror on October 21, 2025. Atmos
Solutions, Inc was the highest rated offeror.

Price and Certified Business Enterprise Preference Points:

In addition to the technical score, up to 25 points were available for Price and up to 12 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”). When the
total points for all of the three components (technical, price and CBE preference) were combined,
Atmos Solutions, Inc the Contractor was the highest ranked Offeror.

Determination of Fair and Reasonable Price and Contractor Responsibility:

The Contracting Officer examined the fee/price proposal submitted by the Contractor and determined
that the proposed price of wa s fair and reasonable in comparison with the IGE and the other price
proposals received. In addition, the Contractor was determined responsible to provide the required
services.
Contract Award:
On January 12, 2026, t he Department awarded Letter Contract No. DCAM -25-CS-RFP-0014 to
the Contractor as such award was determined to be most advantageous to the District.

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(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:

Please see Exhibit A to the Council Summary.

(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 began in 2018 and is a Certified Business Enterprise (“CBE”) firm located in
Washington, DC. The Contractor specializes in construction, demolition, abatement and
environmental remediation and facility maintenance. The Contractor has successfully completed
numerous construction projects including DCPS modernization and DPR park modernizations.
The Contractor also provides full-service demolition, environmental remediation, and related site
preparation services. Atmos has assembled a team including Expert Movers and Bell Architects
who have worked on similar relocation projects in the District including AAMC -6 Building
Relocation, DC Eagle Relocation, St. Martin’s Convent Relocation, and 621/623 Street Relocation
projects. The Contractor has demonstrated through past performance for the Department and other
District agencies as well as its proposal offered for this RFP, to have the financial stability,
personnel, and satisfactory performance record to perform the required services. Accordingly, the
Contractor has been determined responsible in accordance with 27 DCMR § 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:
LSDRE48572102027) and has provided a compliant Subcontracting Plan in accordance with. D.C.
Official Code § 2-218.46 (d). The details of the plan are as follows:

Total Contract Amount $11,034,688.61
Atmos Self-performing 35% $3,862,141.01
Amount Available for Subcontracting $7,172,547.60
Total Amount of Subcontracts $3,220,947.57

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

The Contractor must provide all design, preconstruction, and construction services and other
services necessary to substantially complete all phases of the project no later than March 30, 2027.
The project will require approval of the District’s Commission of Fine Arts (“CFA”) and the
Historic Preservation Review Board (“HPRB”). The Contractor’s performance will be monitored
by DGS staff and DGS’ designated Program Manager. Additionally, the Contractor must adhere
to the terms and conditions of the Standard Contract Provisions for Construction and Architectural
and Engineering 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 January 12, 2026, 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 have been deemed legally sufficient by the Department’s Office of the
General Counsel, and the Contractor does not appear to have any current pending legal claims
against the District.

(P) A certification that the Citywide Clean Hands database indicates that the proposed
contractor is current with its District taxes. If the Citywide Clean Hands Database indicates
that the proposed contractor is not current with its District taxes, either: (1) a certification
that the contractor has worked out and is current with a payment schedule approved by the
District; or (2) a certification that the contractor will be current with its District taxes after
the District recovers any outstanding debt as 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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(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’s website, the Contractor is a certified Local Business Enterprise
(LBE), Longtime Resident Business (“LRB”), Development Enterprise Zone (“DZE”) Local
Manufacturing Business Enterprise (“LME”). The Contractor’s CBE Number is
LSDRE48572102027, with an expiration date of October 15, 2027.

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

N/A

(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):

N/A

(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 and
available at https://procurement.opengov.com/governments/6358/projects/182249/manage .

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(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.

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Exhibit A

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

Contract Number

Project Caption

Project Value
1. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0019 CHEC & Noyes Exterior Doors Replacement $2,728,216.74
2. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0060
DB Construction of the New Carver/Langston and Riggs
Road/South Dakota Avenue Triangle Parks $675,000.00
3. CW108992/TO3 DHCD 248 - House Renovation $161,565.51
4. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0009 DB Emery Elevator $1,671,119.27
5. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0106 Oxon Run Fitness/Park $1,091,733.75
6. DCAM-24-CS-RFP-0009 DC Stabilization and Sobering Center Renovation –
Park Road $8,289,369.04
7. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0074 McKinley Exterior Door Restoration & Replacement $1,584,016.15
8. DCAM-24-CS-IFB-0016 Benning Road Raze and Abatement $21,202,268.32
9. DCAM-24-CS-RFP-0031 CMAR Rosedale Pool Replacement $5,585,175.65
10. DCAM-24-CS-RFP-0013 DB Emery HVAC Replacement $17,771,565.33
11. CW108996 DHCD Batch 240 $344,142.88
12. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0004
DB Services for Barry Farm Recreation Center HVAC
Upgrades $2,271,734.97
13. DCAM-22-CS-RFQ-
0016B/RFTOP-CS-0161 HSEMA Parking Lot $1,000,000.00
14. DCAM-22-CS-RFQ-
0016B / RFTOP-CS-0005
DB Key ES, Noyes ES, and Sousa MS Boilers Replacement $3,410,257.29
15. DCAM-20-CS-RFQ-
0001T / RFTOP-CS-0055
Walter Pierce Upgrades Phase 2 $936,471.97
16. DCAM-20-CS-RFQ-0002 Eastern Market Upgrades $1,729,191.39
17. DCAM-25-CS-RFP-0001 DB KC Lewis Swing Space to Support Seaton Elementary
School Modernization $14,000,000.00
18. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0056 DB Pickleball Court Improvements $750,000.00
19. DCAM-22-CS-RFQ-
0016/RFTOP-CS-0074 McKinley Roof Replacement $2,091,762.47
20. CW108992 DHCD Batch 249 $50,240.79
21. DCAM-22-CS-IFB-0005 New Jersey & O St Park $1,511,117.75
22. DCAM-26-CS-RFP-0001 Sharpe Health School HVAC Upgrades and Roof
Replacement $995,000.00

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

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

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

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

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

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

Office of the Chief Financial Officer

Memorandum

To: Delano Hunter
Director

From: Antoinette Hudson-Beckham
Agency Fiscal Officer

Reference: Redevelopment St. Elizabeths East Campus – Design-Build Services
Relocation of Historic Building 88

Date: June 5, 2026

Subject: Fiscal Sufficiency Review
___________________________________________________________________________
In my capacity as the Agency Fiscal Officer of the Department of General Services (the
"Department"), I hereby state that the contract to provide design-build services for the relocation
of historic Building 88 on St. Elizabeths East Campus (DCAM-25-CS-RFP-0014) with Atmos
Solutions, Inc. in the amount of Eleven Million Thirty-Four Thousand Six Hundred Eighty-Eight
Dollars and Sixty-One Cents ($11,034,688.61) is consistent with the Department’s current budget
and adequate funds are available in the budget for “capital eligible” expenditures.

Per the Contracts & Procurement (C&P) team, the Department of General Services (DGS) issued
a letter contract in the amount of $950,000.00. The letter contract was funded under PO737775.
The Department is now seeking approval to increase the contract amount by $10,084,688.61 to
$11,034,688.61 ($10,084,688.61 + $950,000.00).

The Department of General Services (DGS – Seller AGY) has $11,034,688.61 in the Office of the
Deputy Mayor for Planning and Economic Development (DMPED – Buyer AGY) interagency
capital project balance.

Page 2 of 5

2000 14th St. NW, 8th Floor, Washington DC 20009 | Telephone (202) 727-2800 | Fax (202) 727-7283

The PASS/DIFS information is listed below/attached.

Project Name Project
Number
Fund
Detail AY Seller
AGY
Buyer
AGY RQ/PO Amount Comments
EB0 to AM0_St. Elizabeth
13th Connector Infrastructure 300206 3030300 N/A AM0 EB0 PO737775 $950,000.00 Letter Contract
EB0 to AM0_St. Elizabeth
13th Connector Infrastructure 300206 3030300 N/A AM0 EB0 RK323185 $1,818,444.07
Proposed
Increase(Part of
10,084,688.61)
EB0 to AM0_St. Elizabeth
13th Connector Infrastructure 300206 3030300 N/A AM0 EB0 RK326695 $8,266,244.54
Proposed
Increase(Part of
10,084,688.61)
Total $11,034,688.61

Antoinette Hudson-Beckham
Agency Fiscal Officer
Department of General Services

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

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

OFFICE OF THE GENERAL COUNSEL

MEMORANDUM

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

FROM: Shaley Williams
Senior Assistant General Counsel

SUBJECT: Legal Sufficiency Certification

Proposed Contract for the Redevelopment St. Elizabeths East Campus - Design-
Build Services Relocation Historic Building 88

Contract Number: DCAM-25-CS-RFP-0014
Contractor: Atmos Solutions, Inc.

DATE: June 12, 2026
_____________________________________________________________________________

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

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

____________________________
Shaley Williams
Senior Assistant General Counsel

3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES

January 9, 2026

Sent via email to afernando@atmossolutionsinc.com

Anthony Fernando
Atmos Solutions, Inc.
6856 Eastern Avenue Suite 205
Washington, DC 20012

Reference: Request For Proposals No. DCAM-25-CS-RFP-0014 (“RFP”) –
Redevelopment St. Elizabeths East Campus - Design-Build Services
Relocation Historic Building 88

Subject: Notice to Proceed and Letter Contract

Dear Mr. Fernando,
We refer to the proposal submitted by Atmos Solutions, Inc. (the “Contractor” or “Design-Builder”)
in response to the above-referenced RFP. As indicated in the Notice of Award, Atmos Solutions Inc.
has been selected to provide the required design -build services. If this Letter Contract (“Letter
Contract”) is signed by the Contractor without modification of any kind, it will serve as a notice to
proceed with the work described below. This notice to proceed is subject to the following terms:

1. Letter Contract. This is a Letter Contract between the Contractor and the District of Columbia
Government, acting by and through its Department of General Services (“DGS” or the “Department”),
and shall govern our relationship until such time as a final contract is entered into for the work
described in the above -referenced RFP (the “Definit ive Contract”); provided, however, that to the
extent an issue is not covered in this Letter Contract, the RFP shall govern. Once the Definiti ve
Contract is executed by an authorized Contracting Officer, this Letter Contract shall be incorporated
into and merged into the Definitive Contract.

2. Scope of Work. The Contractor shall provide design-build services for the relocation of historic
building 88 on St. Elizabeths East Campus (the “Project”), as described in the RFP and the
Contractor’s Proposal dated September 2, 2025, submitted in response to the subject RFP.
3. Deliverables. In connection with the services provided pursuant to this Letter Contract, the
Contractor shall provide, at a minimum, the deliverables in accordance with the requirements in the
RFP and Form of Contract to the Department’s Program Manager and in the ref erenced instances to
the Contracting Officer.

3.1 In the event that the Contractor fails to timely submit any such deliverable, the Contractor shall pay
to the Department as a disincentive fee Five Thousand Dollars ($5,000.00) plus Five Hundred Dollars

3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283
($500.00) 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 rights or remedy of the Department
under the contract or applicable District law.

4. Not to Exceed Amount. The limit of this authorization is up to $950,000.00 (“Not to Exceed”
amount or “NTE”) including portions of the design fee, and general conditions cost, in addition to
other costs as further described in the Schedule of the Values ( Exhibit A ). 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 Contracting Officer. This not -to-exceed
amount includes all costs incurred by the Contractor in connection with the work authorized hereby.

5. Construction Phase Compensation. The Contractor understands and agrees that the Department
makes no representation or warranty that the Contractor shall be entitled to serve as the builder for the
Project. If, however, the Department and the Contractor agree upon a GMP and schedule for the
Project, the Contractor agrees that it shall be paid a Design Fee of $889,361, Design-Build Fee of
$561,403.07, and Lump Sum General Conditions Cost of $317,680, based on the schedule and budget
set forth in the RFP. The Contractor further agrees to enter into a design-build agreement that is
substantially similar to the Form of Contract for Design-Build Services issued with the RFP.

6. Insurance. At all times while working under this Letter Contract, the Contractor shall maintain
insurance as described in Part 8 of the RFP. All such policies shall be endorsed to add the District of
Columbia, including, but not limited to, its Department of General Services, and the respective agents,
employees, and offices of each as additional insureds.

7. Duration. Once signed by the Contractor, the Letter Contract will become effective on the date
the Letter Contract is executed by the Department. This Letter Contract will terminate on the earlier
to occur of the following: (i) the date the Definitized Contract becomes effective; or (ii) March 31,
2026. DGS reserves the right to terminate this Letter Contract, in whole or specified part, for
convenience in the manner described in Article 5 and Article 6 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 Department at the address specified in
the RFP. Purchase Order numbers should be included in all future invoices and accounting records.
Properly prepared invoices with the necessary backup shall be paid within thirty (30) days of receipt.
Invoices not paid by that date shall bear interest in accordance with the Quick Payment Act.

9. Key Personnel. To carry out its duties, the Design -Builder shall provide at least the key
personnel identified in Exhibit F (“Key Personnel”), who shall carry out the functions identified in
Exhibit F. Among other things, the Key Personnel shall include:

9.1 Key Personnel of the Design-Builder. The following individuals shall be considered the Key
Personnel of the Design-Builder:

a) Project Executive;
b) Project Manager;
c) Superintendent; and
d) Quality Assurance/Quality Control Manager.
9.2 Key Personnel of the Design-Builder’s Architect/Engineer. The following individuals shall be
considered the Key Personnel of the Architect:
3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283
i. Project Architect;
ii. Project Manager; and
iii. Historic Preservation Architect.

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

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

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

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

11. 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. Properly prepared invoices with the necessary backup shall be paid within thirty
(30) days of receipt. Invoices not paid by that date shall bear interest in accordance with the Quick
Payment Act. For assistance with the registration process call (202) 741-5200
or visit http://vendorportal.dc.gov to submit an inquiry.
3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283
12. Purchase Order Number. This Letter Contract will become effective on the date the Letter
Contract is executed by the Department. The Department’s Contracting & Procurement Division will
issue a purchase order number and will be sent in a separate cover. That number should be included
in all future invoices and accounting records. In the event that you do not obtain a purchase order
number please contact James Marshall at james.marshall@dc.gov directly to obtain this number.

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

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

15. Entire Agreement; Modification. This Letter Contract, along with the Standard Contract
Provisions, ( Exhibit B1 – Architectural & Engineering Services and Exhibit B2 – Construction
Contracts) supersede all contemporaneous or prior negotiations, representations, course of dealing, or
agreements, either written or oral. No modifications to this Letter Contract shall be effective against
the Department and unless made in writing signed by the Department. Notwithstanding the provisions
of this Section 14, nothing herein shall limit the Department’s ability to unilaterally modify this Letter
Contract.

16. Davis Bacon Act Wage Determination. The Contractor agrees that the work performed under
this Letter Contract shall be subject to the Davis Bacon Wage Determination as set forth in Exhibit C
in effect at the time of Letter Contract execution by the Department.

17. Living Wage Act. The Contractor agrees that the work performed under this Letter Contract
shall be subject to the Living Wage Act in effect at the time of Letter Contract execution by the
Department. As such, the Contractor and its subcontractors shall comply with the wa ge reporting
requirements imposed by the act as set forth in Exhibit D.

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

3924 Minnesota Avenue NE, 5th Floor Washington DC 20019 | Telephone (202) 727.2800 | Fax (202) 727-7283
19. Exhibits. The following exhibits are applicable to and attached to the Letter Contract. The
Exhibits can be accessed at DCAM-25-CS-RFP-0014 Notice to Proceed and Letter Contract
Exhibit A Schedule of the Values
Exhibit B1 Standard Contract Provisions, Architectural & Engineering Contracts
Exhibit B2 Standard Contract Provisions, Construction Contracts
Exhibit C Davis Bacon Wage Determination
Exhibit D 2025 Living Wage Act
Exhibit E Campaign Finance Reform Self-Certification
Exhibit F Key Personnel
ISSUED BY: ACCEPTED BY:
DEPARTMENT OF GENERAL SERVICES ATMOS SOLUTIONS, INC.
By: _______________________
Name: ____________________
Title: _____________________
By: ____________________
Name: James H. Marshall
Title: Contracting Officer
Date: _______________ Date: _____________________
Brian Butler
Chief Operating Officer
1/12/26
Type text here
1/12/2026
X
1
2
3
4
January 12, 2026
copies of the amendment: (b) By acknowledging receipt of this
10A. Modification of Contract/Order No.
10B. Dated (See Item 13)
Washington, DC 20012
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code)
Letter Contract No. DCAM-25-CS-RFP-0014 is hereby modified as follows:
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
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
6856 Eastern Avenue NW, Suite 225
(Signature of person authorized to sign) (Signature of Contracting Officer)
15B. Name of Contractor 15C. Date Signed 16B. District of Columbia 16C. Date Signed
16A. Name of Contracting Officer
Except as provided herein, all terms and conditions of the document referenced in Item (9A or 10A) remain unchanged and in full force and effect
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
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
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority)
Terms & Conditions. Except as provided herein, all terms and conditions of the document referenced in Item 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. Name and Title of Signer (Type or print)
James H. Marshall
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.
C. This supplemental agreement is entered into pursuant to authority of:
is not, is required to sign this document and return
RELEASE: Withe exception of the approved costs associated with this extension, it is mutually agreed that in exchange for this Modification and other
consideration, the Contractor hereby releases, waives, settles and holds the Department harmless from any and all actual or potential claims or
demands for delays, disruptions, additional work, additional time, additional cost, contract extensions, compensations or liability under any theory,
whether known or unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a consequences or
result of, relating to or in any manner connected with this Modification, the above-referenced services, and the work provided pursuant to this
agreement.
Section 4 Not-to-Exceed Amount. This is a no cost modification. The Not-to Exceed Amount remains $950,000.
Title 27 DCMR Sections 4728 and Letter Contract DCAM-25-CS-RFP-0014 , Exhibit B1, Standard Contract
Provisions (General Provisions) Construction Contracts and Exhibit B2, Standard Contract Provisions (General Provisions) Architectural and Engineering Contracts.
1
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.
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
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
1following methods: (a) By completing Items 8 and 15, and returning
1. Contract Number
MODIFICATION OF CONTRACT
Page of Pages
DCAM-25-CS-RFP-0014 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
Letter Contract Modification No. 1 See Block 16C Not Applicable
Redevelopment St. Elizabeths East Campus -
Relocation of Historic Building 88
2. Modification Number
Section 7 - Duration - The duration of the Letter Contract is hereby extended to May 15, 2026.
Contracting and Procurement Division Capital Construction Division
9A. Amendment of Solicitation No.
3924 Minnesota Avenue NE 5th Floor 3924 Minnesota Avenue NE 5th Floor
Washington, DC 20019 Washington, DC 20019
DCAM-25-CS-RFP-0014
9B. Dated (See Item 11)Atmos Solutions, Inc.
X
3/30/2026
(Continuation)
5 Contract Recap Not to Exceed Amount
Letter Contract
Letter Contract Modification 1 Extend Duration
$950,000January 12, 2026
$950,000
0
Total Not-to-Exceed Amount
Page of Page
DCAM-25-CS-RFP-0014 2 2 of 2
Contract Number Modification No.
X
1
2
3
4
January 12, 2026
copies of the amendment: (b) By acknowledging receipt of this
10A. Modification of Contract/Order No.
10B. Dated (See Item 13)
Washington, DC 20012
8. Name and Address of Contractor (No. Street, city, country, state and ZIP Code)
Letter Contract No. DCAM-25-CS-RFP-0014 is hereby modified as follows:
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
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
6856 Eastern Avenue NW, Suite 225
(Signature of person authorized to sign) (Signature of Contracting Officer)
5/12/2026
15B. Name of Contractor 15C. Date Signed 16B. District of Columbia 16C. Date Signed
16A. Name of Contracting Officer
Except as provided herein, all terms and conditions of the document referenced in Item (9A or 10A) remain unchanged and in full force and effect
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
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
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
X D. Other (Specify type of modification and authority)
Terms & Conditions. Except as provided herein, all terms and conditions of the document referenced in Item 10A, as heretofore changed, remains
unchanged and in full force and effect.
15A. Name and Title of Signer (Type or print)
James H. Marshall
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.
C. This supplemental agreement is entered into pursuant to authority of:
is not, is required to sign this document and return
RELEASE: Withe exception of the approved costs associated with this extension, it is mutually agreed that in exchange for this Modification and
other consideration, the Contractor hereby releases, waives, settles and holds the Department harmless from any and all actual or potential claims or
demands for delays, disruptions, additional work, additional time, additional cost, contract extensions, compensations or liability under any theory,
whether known or unknown, that the Contractor may have now or in the future against the Department arising from or out of, as a consequences or
result of, relating to or in any manner connected with this Modification, the above-referenced services, and the work provided pursuant to this
agreement.
Section 4 Not-to-Exceed Amount. This is a no cost modification. The Not-to Exceed Amount remains $950,000.
Title 27 DCMR Sections 4728 and Letter Contract DCAM-25-CS-RFP-0014 , Exhibit B1, Standard Contract
Provisions (General Provisions) Construction Contracts and Exhibit B2, Standard Contract Provisions (General Provisions) Architectural and Engineering Contracts.
1
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.
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
solicitation and this amendment, and is received prior to the opening hour and date specified.
12. Accounting and Appropriation Data (If Required)
1following methods: (a) By completing Items 8 and 15, and returning
1. Contract Number
MODIFICATION OF CONTRACT
Page of Pages
DCAM-25-CS-RFP-0014 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
Letter Contract Modification No. 2 See Block 16C Not Applicable
Redevelopment St. Elizabeths East Campus -
Relocation of Historic Building 88
2. Modification Number
Section 7 - Duration - The duration of the Letter Contract is hereby extended to June 30, 2026.
Contracting and Procurement Division Capital Construction Division
9A. Amendment of Solicitation No.
3924 Minnesota Avenue NE 5th Floor 3924 Minnesota Avenue NE 5th Floor
Washington, DC 20019 Washington, DC 20019
DCAM-25-CS-RFP-0014
9B. Dated (See Item 11)Atmos Solutions, Inc.
X

(Continuation)
5 Contract Recap Not to Exceed Amount
Letter Contract
Letter Contract Modification 1 Extend Duration
$950,000January 12, 2026
$950,000
0
Total Not-to-Exceed Amount
Page of Page
DCAM-25-CS-RFP-0014 2 2 of 2
Contract Number Modification No.
Page 1 of 102
DESIGN-BUILD AGREEMENT
FOR
REDEVELOPMENT ST. ELIZABETHS EAST CAMPUS-
DESIGN-BUILD SERVICES RELOCATION OF HISTORIC BUILDING 88

BY AND BETWEEN
THE DEPARTMENT OF GENERAL SERVICES
AND
ATMOS SOLUTIONS, INC.
CONTRACT NUMBER: DCAM-25-CS-RFP-0014
PROJECT INFORMATION

A. PROJECT SUMMARY

1.
Project Name:
Redevelopment St. Elizabeths East Campus
– Design-Build Services for the Relocation
of Historic Building 88
2. Project Address:
2700 Martin Luther King Jr. Avenue, SE,
Washington, DC 20032
3. Agreement Type: Design-Build with Guaranteed Maximum
Price
4. Client Agency: Office of the Deputy Mayor for Planning
and Economic Development (“DMPED”)
5. Design-Builder: Atmos Solutions, Inc.
6. Agreement Amounts:
i. Initial NTE: $11,034,688.61 (950,000.00 Letter Contract
Amount + $10,084,688.61)
ii. Project Budget: $15,000,000.00
7. Design-Builder Compensation:
i. Design Fee: $889,361.00
Page 2 of 102
ii. Design-Build Fee: $561,403.07
a. Base Design-Build Fee: (60%) $336,841.84
b. At Risk Design-Build Fee: (40%) $224,561.23
c. Preconstruction Fee (15% of Base
Design-Build Fee)
$50,256.28
iii. Lump Sum General Conditions:

$317,680.00
iv. Allowances:
a. Permit Allowance $500,000.00
b. Unforeseen Conditions $500,000.00
vi. Contingency: To be determined at GMP
8. Disincentive Fee for Failure to Timely
Submit Deliverables: $5,000 plus $500 per day
9. Liquidated Damages for Delay in
Substantial Completion: $7,500.00 per day
10. . GMP Basis Project Documents Design Development
11. GMP Proposal Submission July 1, 2026
13. Interim Milestone Relocation of Building
88 and basement demolition October 30, 2026
14. Substantial Completion Date: March 30, 2027
15. Final Completion Date: April 30, 2027
16. Administrative Term Expiration Date: August 31, 2027
17. Letter Contract:
i. Period of Performance
From January 12, 2026 (date of execution
Letter Contract) through execution of this
Agreement.
ii. NTE Amount: $950,000.00
17. Key Personnel Replacement: $25,000.00
Page 3 of 106
DESIGN-BUILD AGREEMENT
DCAM-25-CS-RFP-0014

This AGREEMENT (“Agreement” or “Contract”) is made by and between the
DISTRICT OF COLUMBIA GOVERNMENT (the “District”), acting by and through its
DEPARTMENT OF GENERAL SERVICES (the “Department” or “DGS”), and Atmos
Solutions, Inc. with an address at 6856 Eastern Avenue Suite 205 Washington, DC 20012 (the
“Design-Builder” or “Contractor”, and collectively with the Department, the “Parties”).
RECITALS

WHEREAS, the Department issued a Request for Proposals dated July 7, 2025 (the
“RFP”) to engage a design -builder to provide design -build services for the relocation of the
historic Building 88 (Blackburn Laboratory) on St. Elizabeths East Campus, located at 2700
Martin Luther King Jr. Avenue, SE, Washington, DC 20032 (the “Project”);
WHEREAS, the Department intends to implement the Project through a design -build
approach. The scope of work for the Project will be divided into two phases: (i) the design and
preconstruction phase; and (ii) the construction phase;
WHEREAS, the Department expects that the Project be completed no later than March
30, 2027 (“Substantial Completion Date”) with an important milestone of October 30, 2026,
for the completion of the relocation of Building 88 and basement demolition within the future
right of way (“ROW”) of Sycamore Drive;
WHEREAS, the Design -Builder submitted a proposal entitled Design -Build Services
Relocation of Historic Building 88 September 2, 2025 to provide the required services for the
Project;
WHEREAS, the Department retained the Design -Builder to provide design -build
services for the Project, which is to include design, preconstruction and construction services
for the relocation of historic Building 88;
WHEREAS, the Design -Builder shall provide the architectural, engineering,
construction and related services necessary to complete the Project, subject to the terms and
conditions set forth in this Agreement;
WHEREAS, the Department has retained the services of a program manager (the
“Program Manager”) to advise it concerning the Project;
WHEREAS, the Department has established a budget and the Design -Builder will
conduct its work in accordance with an underlying budget for the Project, which includes but
is not limited to all design fees, hard and soft construction costs, fees, general conditions of the
Design-Builder, and including allowances for permits and unforeseen conditions until
achieving Final Completion (such budget, the “Project Budget”); and
WHEREAS, the Department and the Design-Builder entered into a letter contract dated
January 12, 2026 (the “Letter Contract”) under which the Design-Builder was authorized to
proceed with certain design, preconstruction, abatement, and demolition services in furtherance
of the Project.
NOW, THEREFORE, the Department and Design -Builder, for the consideration set
forth herein, mutually agree as follows.
Page 4 of 106
ARTICLE 1 DEFINITIONS

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

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

1.3 Building 88.
Also known as the Blackburn Laboratory, the building consists of the main building
and the lab portion of the building connector between the main building and the autopsy wing.

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

1.5 Construction Documents.
The final Drawings and Specifications, as prepared, sealed by the Design -Builder’s
Architect/Engineer in accordance with the law, and issued by the Design -Builder for the
purpose of obtaining bids from potential trade subcontractors and material suppliers for use in
constructing the Project.

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

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

1.8 Contract
The entire, integrated agreement between the District and the Contractor for
Page 5 of 106
the Project. The Contract is made of the Contract Documents, and supersedes all and
any prior negotiations, representations, and/or agreements.

1.9 Contract Documents
The term “Contract Documents” or “Contract” as used herein means RFP, 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.

1.10 Department.
Department of General Services.

1.11 Design/Preconstruction Phase Services.
The services to be provided under Article 3 constituting the design & preconstruction
phase services to be performed by the Design-Builder.

1.12 Deputy Mayor Planning and Economic Development – is synonymous with
“District”, DMPED, and includes the consultants of Jacobs engineering

1.13 Director.
Executive head of the Department of General Services.

1.14 District of Columbia Department of General Services
Is synonymous with the “District”, “DGS”, or “Department.”

1.15 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.

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

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

1.18 Fully Complete.
To undertake all of the Work necessary to fully construct and complete the Project and
execute all tasks necessary to obtain the final certificate of occupancy for the Project from the
District of Columbia; submit final lien releases from the Design -Builder and Subcontractors
and material suppliers; complete all 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.
Page 6 of 106
1.19 Guaranteed Maximum Price or GMP.
The maximum amount, including, but not limited to, the design-build fee and the Cost of
the Work, that will be paid the Design -Builder to Fully Complete the Project as set forth in
Article 4. The Guaranteed Maximum Price (“GMP”) may be modified only by Change Order,
Contract Modification or Change Directive in accordance with the Agreement.

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

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

1.22 Project.
The title of the Contract, and the entire Work to be completed under the Contract.

1.23 Project Schedule.
The schedule for the Project (“Project Schedule”) agreed to by the Department and the
Design-Builder. Such a schedule shall include a baseline schedule as updated periodically by
the Design-Builder, approved by the Department. The Project Schedule shall not be changed
except by a Change Order or Change Directive issued by the Department. The Project Schedule
shall be in a form and contain such detail as may be agreed upon by the Parties.

1.24 ROW.
Right of Way.

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

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

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

1.28 Standard Contract Provisions.
The District of Columbia Department of General Services Standard Contract Provisions,
General Provisions (Construction Contracts and Architectural/Engineering Services
Contracts), as amended, are attached hereto as Exhibits C1 and C2, respectively and
incorporated herein.

1.29 Subcontractor.
Any person, natural or legal, to whom the Design-Builder 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 contractual privity with the Design -Builder.
“Subcontractors at all tiers” shall mean not only those Subcontractors in direct contractual
privity with the Design -Builder and not the Department, but also those performing Work
pursuant to sub -subcontracts, and so on. “Subcontractors” shall i nclude both those who are
retained to perform labor only and those who are retained both to perform labor and to supply
material or equipment. “Subcontractors” shall also include design professionals who are not
the Design -Builder’s employees and to whom the Design -Builder delegates any part of its
responsibilities under the Agreement, except that references to “trade Subcontractors” shall
exclude design professionals.

1.30 Substantial Completion.
Substantial Completion will have been achieved when all of the following have
been completed:
a. The Project’s construction and installation work have been completed with only
minor punchlist items remaining to be completed;
b. The Project has been inspected and accepted by DC Historic Preservation,
Department of Buildings (“DOB”), DGS, and DMPED
c. All As-Built Drawings have been finalized, submitted, and approved per DGS
Project Turnover Manual Exhibit J; and
d) Draft Warranties have been submitted and approved per Section 2.8.

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

1.32 Standard Contract Provisions.
Department of General Services Standard Contract Provisions General Provisions for
Construction Contracts (Exhibit C1) and A/E Contracts (Exhibit C2) (“SCP”).

1.33 Work.
The furnishing of all labor, materials, equipment, and incidentals necessary or
convenient to the successful completion of the Project as defined in the Contract and the
Contract Exhibits and carrying out the duties and obligations imposed by the Contract.
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1.34 Abbreviations.
The following are abbreviations used throughout this Contract:
CPM Critical Path Method
NTP Notice to Proceed
RFP Request for Proposals
OP Office of Planning
CO Contracting Officer
CCO Chief Contracting Officer
CA Contract Administrator
CFA Commission of Fine Arts
COTR Contracting Officer’s Technical Representative
DGS Department of General Services
DMPED Deputy Mayor for Planning and Economic Development
HPRB Historic Preservation Review Board
CBE A Certified Business Enterprise
SBE Small Business Enterprises
ROW Right of Way
GMP Guaranteed Maximum Price
DSLBD Department of Small and Local Business Development
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ARTICLE 2 GENERAL PROVISIONS

2.1 Letter Contract
The Parties acknowledge that certain of the investigation, abatement, demolition, design and
preconstruction activities described in Article 3 of this Agreement were performed pursuant to
the Letter Contract between the Parties dated January 12, 2026. 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 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.

2.2 Term and Termination
The period of performance under this Agreement shall commence from the date of
execution of the Letter Contract by the Department and shall terminate upon the expiration of
the Administrative Term or upon termination by the Department pursuant to Articles 5 and 6
of the Standard Contract Provisions (Construction Contracts) (Exhibit C1) and Article 8 of the
Standard Contract Provisions (Architectural & Engineering Services Contracts) (Exhibit C2).

2.3 Relationship of Parties.
The Design-Builder accepts the relationship of trust and confidence established with the
Department by this Agreement, and covenants with the Department to furnish the Design -
Builder’s reasonable skill and judgment and to cooperate with the Program Manager in
furthering the interests of the Department. The Design -Builder shall use its best efforts to
perform the Work and complete the Project in an expeditious and economical manner
consistent with the interests of the Department. The Department shall endeavor to promote
harmony and cooperation among the Department , Design -Builder, Program Manager, and
other persons or entities employed by the Department for the Project. In performing its duties
under this Agreement, the Design -Builder shall at all times use the standard of care used by
Design-Builders that construct projects similar to the Project in type, size and scope in large,
urban areas. Whenever the term “competent” is used herein t o describe the Design -Builder’s
actions or duties, that term shall refer to the level of competence customarily possessed by
those Design-Builders that construct projects similar to the Project in type, size and scope in
large, urban areas.

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

2.5 Project Description.

2.5.1 The Design -Builder shall complete plans, specifications, and obtain permits to
relocate the Historic Building 88 (Blackburn Lab) that presently exists on the St. Elizabeths
East Campus in Washington, DC. Because of the historic nature of the building and the Historic
District designation for East Campus, this work will require review and approval by the
Commission of Fine Arts (“CFA”) and the Historic Preservation Review Board (“HPRB”).
The building is presently partially situated on the future Right of Way (“ROW”) of the future
extension of Sycamore Drive SE between Cypress Street SE and Pecan Street SE on the East
Campus of St. Elizabeths. For this reason, it needs to be relocated in the same “T”
configuration, a minimum of 65 feet to the west to facilitat e the construction of Sycamore
Drive SE in the future. The Sycamore Drive project is not part of this Design Build Contract
but may be underway at the same time as this Project.

2.5.2 The work consists of the completion of plans for the site work, drainage system,
new access roadway and parking areas, and the relocation of the main building and the lab
portion of the building 65 feet west as shown in the preliminary (30% level) plans prepared
by the DGS and the Office of the Deputy Mayor for Planning and Eco nomic Development
(“DMPED”) team. The main building and autopsy wing will be relocated 65 feet west of its
current location. This will require the construction of new foundations and below grade
foundation walls for the full length of the building. During or after the initial relocation of
Building 88, the work of this scope of work will include the complete demolition of the
foundation and walls of the old basement within the future Sycamore ROW and east of the
relocated building as well as the demo lition of the connection between buildings 88 & 89,
which is also within the future ROW of Sycamore Drive.

2.5.3 The main building and the autopsy wing will be relocated 65 feet west of its
current location. It is anticipated this will be done in 2 sections, the lab portion of the building
and the main building itself. This will require the construction of new foundations and below
grade foundation walls for full length of the building. The move anticipates the removal and
reconstruction of the connector between the main building and the autopsy wing. The Project
will require repairs to the roof and areas determined by the Design-Builder prior to the move.
After the move, mothballing of the building will be required. At this time, the building interior
will not be renovated and no new water or sanitary sewer services will be made to the relocated
building

2.5.4 The east 65 feet of the basement (the portion in the future ROW of Sycamore
Drive SE) will be demolished down to and including the original slab & foundation levels,
after the top two floors of the main building have been relocated to the west and installe d
over the existing and new basement sections. The connections between the lab and the main
building and between Building 88 and 89 will be demolished. The connection between the
lab and the main building will be rebuilt per approved plans once the building sections have
been relocated.
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2.5.5 The general scope of the existing Building 88 relocation is:

- Building Size: 22,520 square feet
- Floor to Ceiling Height: 10 feet
- Building Height 2 ½ stories

Additional information regarding the building details is available in Exhibits A1 – A20. The
Design-Builder shall provide all design and construction services (the “Work”) to complete
the Project no later than the Substantial Completion Date.

2.5.6 Project Approach
a) Relocation of historic Building 88 –
a. Demolition of connection to building 89 and connection
between lab and main building.
b. Removal of tile roof from Building 88.
c. Remedial roof repairs to facilitate relocation per approved
plans.
d. Interior and exterior bracing including removal of
windows.
e. Construction of new basement on west side of existing
basement.
f. Relocation of Building 88 into 2 sections (lab portion and
main building).
g. Demolition of old basement on east side of relocated
building to meet interim milestone date.
b) All related site work including grading, drainage, and access
roadway and parking.
c) Completion of Building 88 to substantial completion milestone.
a. Replacement of roof tiles.
b. Construction of new connector between lab and main
building.
c. Exterior new wall and façade using similar bricks at
building 89 connection opening.
d. Storage of windows inside Building 88, and all façade
improvements, if any.
d) Mothballing of Building 88 into a secure unoccupied site.

2.5.7 General
a) Front Stairs relocated to main building entrance.
b) Site walks and landscaping
c) Secured building with locked entrances
d) No new utility connections to Building 88.

2.5.8 District Department of Transportation Statement on New
Development

In line with District policy and practice, any substantial new building development or
renovation is expected to rehabilitate streetscape infrastructure between the curb and the
property lines. This includes curb and gutters, street trees, landscaping, street lights, sidewalks,
and other appropriate features within the public ROW bordering the site. If the District
Department of Transportation (“DDOT”) determines a development results in the need for
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mitigation or modifications to adjacent intersections, including a new traffic signal, pedestrian
signal heads, moving of existing utilities, construction of new sidewalks and Americans with
Disabilities Act (“ADA”) ramps, changes to roadway striping, or anything else, the Design -
Builder is expected to obtain DDOT approval and then fund and construct these improvements.
This is not anticipated to be required for the relocation of Building 88 as the Sycamore Drive
SE improvements are not part of this Contrac t. This is not the scope of this Project as the
building is not being renovated but is only the relocation of an unoccupied building.
2.5.8.1 Regarding site access, a new curb cut will be created along Sycamore Drive,
SE, for site access as a part of the Sycamore Drive SE improvements and is not a part of this
Contract. Site interior access will need to connect to this proposed curb cut location as shown
on the preliminary plan.
2.6 Program Manager.
The Department has engaged a Program Manager to provide certain program
management functions. Such a Program Manager shall, at all times, be acting solely for the
benefit of the Department, not the Design-Builder. The Design-Builder hereby acknowledges
and agrees that only a duly authorized and designated Contracting Officer shall have the
authority to issue Change Orders, Contract Modifications or Change Directives on the
Department’s behalf. As of the date that this Agreement is executed, the Department’s
duly authorizing Contracting Officers are set forth in Exhibit N.
2.7 Design-Builder’s Duties; General Intent

2.7.1 The Design -Builder shall work with the Department and DMPED through a
collaborative design process to take the preliminary (concept) design for the Project and develop
intermediate and final design plans and a building relocation plan in accordance with the
available budget. The Design-Builder shall engage in: (i) extensive preconstruction efforts to
ensure that the design is developed in a manner consistent with the Department’s goals for the
Project (e.g., budgetary, schedule and quality); (ii) corresponding scope and schedu le for the
work; and (iii) implement the requisite construction and other work necessary no later than the
substantial completion date. The Design-Builder shall provide a “turnkey” Project. That is an
unoccupied building mothballed and ready for future int erior and utility
connections/renovations (by others) in the new location and shall be responsible for all items of
cost (Section 3.10.1 and Section 3.10.2) except for those items set forth in Section 3.11.

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

a) To confirm and complete the design and construction of the Project in accordance
with the Contract documents.
b) Prepare a full pre-construction assessment/survey via video of the building interior
and exterior and site.
c) To provide all design services and construction management services necessary to
implement the goals of the Project inclusive of, but not limited to, the following:
civil, architectural, structural, and other design services as required for the Project;
construction management services inclusive of budgeting, value engineering
(“Value Engineering”), scheduling, project administration, management and
coordination of subcontractors.
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d) To conduct subsurface investigation work if and as required for the Project. A
geotechnical report (Exhibit A5) is included but the D/B team is to perform any
additional geotechnical work, if necessary, to complete the project work,
e) To furnish and provide all materials, management, personnel, equipment, hazardous
material abatement if required, supervision, labor and other services necessary to
complete the Project.

2.8 Warranties and Representations

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

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

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

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

3.1 Design and Preconstruction Phase

3.1.1 Initial Deliverables
The Design -Builder’s initial task will be to confirm and update this with the
intermediate design, schedule, and budget for the Project. As part of this effort, the Design -
Builder shall prepare and provide the following initial deliverables:

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

3.1.1.2 The pre -construction submittal shall include but not be limited to the
following:
a) Updated property video survey, including notations of surface utilities and
all other major features.
b) Hazardous materials survey. It is understood that the Design-Builder and/or
its design component shall be required to engage the services of an industrial
hygienist that is acceptable to the Department to perform such survey;
c) Environmental Impact Screening Form (“EISF”) exemption submission.
d) Summary of required agency review, timetables, including but not limited
to: CFA, and National Capital Planning Commission (“NCPC”) and HPRB.

3.1.1.3 Preliminary Budget Estimate. Concurrently with the delivery of the base line
schedule, the Design-Builder shall submit a detailed cost estimate of the proposed design (such
estimate, the “Preliminary Budget Estimate”). With regard to building systems (i.e. roofs,
relocation requirement, doors, security, etc.), the Preliminary Budget Estimate shall be
prepared on a “system” basis that identifies the key exterior building systems or functions and
allocates an estimated cost for each such system. The Design-Build Fee, the cost of general
conditions, and contingencies shall be broken out in separate line items. The primary purpose
of the Preliminary Budget Estimate is to aid the Department in understanding the costs
associated with key elements of the Project to better prioritize and manage the use of the
funding allocated to this Project.

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

3.1.1.5 Construction Management Plan. The Design-Builder shall submit a draft of
its construction management plan (“Construction Management Plan”) within fourteen (14)
days after the Preconstruction NTP is issued to include, but is not limited to, noise control,
hours for construction and deli veries, 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 planning
coordination with CFA and HPRB approvals..

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

3.1.1.7 Disincentive Fee for Failure to Timely Provide Deliverables. The Design-
Builder acknowledges that the Department is engaging the Design -Builder to provide an
extensive level of preconstruction support services to minimize the potential for cost overruns,
schedule delays or the need for extensive Value Engineering/re -design late in the Project and
that the deliverables required under this Section 3.1.1 are key to identifying the value of such
services. In the event the Design -Builder fails to deliver any of the deliverables required in
Section 3.1.1 (and unless such failure is the result of any event of Force Majeure), the Design-
Builder shall be subject to liquidated damages in an amount of Five Thousand Dollars ($5,000)
plus Five Hundred Dollars ($500) per day after receiving written notice from either the COTR
or the Contracting Officer of failure to submit such deliverables.

3.1.2 Design Management
The Design-Builder shall use commercially reasonable best efforts to ensure that: (i) the
design evolves in a manner that is consistent with the Department’s budget and requirements,
as the same were defined and established by the Department in the bridging documents
(Exhibit A10) ; (ii) the design work is properly coordinated; and (iii) the required design
deliverables are produced on or before the dates contemplated in the Project schedule. As part
of this undertaking, the Design-Builder shall provide the following:

3.1.2.1 Intermediate Design. The Design-Builder shall prepare an intermediate (65%
level) design that is a logical development of the approved preliminary design provided by
DGS in the bridging documents, and is consistent with the Department’s schedule, budget and
programmatic requirements. The intermediate design shall contain at least the level of detail
contemplated in the AIA standard contract and shall contain such detail as is typically required
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for an intermediate design under the AIA Best Practices for the relocation of an unoccupied
building. The design submittal shall specifically identify any deviations from the approved
preliminary design and shall explain the rationale, cost and time implic ations associated with
such deviation. The Department shall have the right to disapprove the intermediate design
submittal for any reason. Following review of the submission by the Department, the Design-
Builder shall make revisions to the intermediate design submission as necessary to incorporate
comments, feedback and other directions provided by the Department. The Design-Builder’s
design and pre -construction phase pricing shall assume that such revisions will be required,
and such revisions shall not entitle the Design-Builder to additional compensation.

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

a) Further develop preliminary relocation and site plans and incorporate
design changes.
b) Attend additional community meetings. All meetings will be conducted by
DMPED to solicit input and keep constituents informed.
c) Prepare necessary presentation materials (renderings and models) to
communicate design and obtain approval of design direction.
d) Conduct DOEE, DOB, and DC Water Intermediate Design Review
meetings.
e) If it is necessary for the Project, early inquiry with Public Utility Companies
PEPCO and Washington Gas as well as Verizon should be conducted.

3.1.2.1.2 The intermediate design submittal shall include at least the following:

a) Digital site and existing floor plans for the relocated building in the “T”
configuration approved by HPRB;
b) Preliminary building elevations and sections for new connector and new
basement portions of the relocated building as approved by CFA &
HPRB/HPO;
c) Relocation and design narrative for the new basement section and
demolition; and
d) No interior renovations are in the Project scope.

3.1.2.2 Intermediate Budget Update. Concurrently with submission of this design,
the Design-Builder shall submit an intermediate budget update. The budget update shall be
submitted in the same format as the Preliminary Budget Estimate and shall show variations
from Preliminary Budget Estimat e. To the extent the budget update shows an overrun from
the approved budget, the Design -Builder shall submit Value Engineering suggestions that
would return the Project to budget. Only the Department shall have the authority to increase
the Project budget, and absent such direction, the Deign -Builder shall proceed on the
assumption that the budget remains as originally directed by the Department.

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

3.1.2.4 Final Design Documents. The Design -Builder shall prepare a set of final
design documents (“Final Design Documents”) that is a logical development of the approved
intermediate design and is consistent with the Department’s schedule, budget and
programmatic requirements. The Design Documents shall contain at least the level of detail
contemplated in the AIA standard contract and shall contain such detail as is typically required
for a final design under the AIA Best Practices. The design submittal shall specifically identify
any deviations from the approved intermediate design and shall explain the rationale and cost
implications associated with such deviation. The Department shall have the right to disapprove
the Final Design Documents submittal for any reason.

3.1.2.4.1 The design development submittal shall include at least the following:

a) Detailed and dimensioned plans, wall sections, building section, and
schedules for the new connector hallway and new basement foundation
portions of the relocated building;
b) Specifications for materials, systems, equipment;
c) Complete code compliance analysis and drawing for exterior
improvements. No interior code improvements are in this scope of
work;
d) A complete narrative and related drawings for the movement/relocation
procedure;
e) Present the design to CFA, Office of Planning, HPRB, and other
regulatory agencies as required for confirmation of final approvals; and
f) Attend community meetings.

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

3.1.2.5.1 During the concept design phase DMPED/DGS coordinated with DOB
to define the required permits for the relocation of this unoccupied building to the new site
with no interior work or interior renovations anticipated in the relocation Project scope. The
summary of this call and email approval are included as Exhibit A2. This relocation effort of
historic Building 88 will require 3 DOB permits:

1. The new basement and foundation for the relocated building.
2. The site work (a BCIV permit).
3. The utility disconnects and relocation of the unoccupied building into the
new location including demolition of the connecting passages to building
89 and between the main building and the lab/autopsy area. No interior
improvements or interior improvement plans will be part of this effort or
part of the permitting reviews per Exhibit A2.
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3.1.2.6 Entitlements. The Design-Builder shall prepare such materials and make such
presentations as are necessary to obtain the required land use and entitlement approvals.
Approvals may be required from (i) HPRB/HPO; and (ii) the CFA. Given the nature of the
Work, it is not envisioned that such approvals will require extensive hearings or submissions.

3.1.3 GMP Formation

The Design -Builder shall provide the Department with a GMP based on the Design
Development Documents. The GMP associated with this Project shall be agreed upon in the
manner set forth in this Section 3.1.3.

3.1.3.1 Manage Bidding Process. The Design-Builder shall manage the trade bidding
process in accordance with the approved bidding procedures and shall use commercially
reasonable best efforts to obtain at least three (3) qualified and bona fide bids for each trade
package in excess of One Hundred Thousand Dollars ($100,000). The Design-Builder shall
carefully document its procedures for making available bid packages to potential bidders, the
contents of each bid package, discussions with bidders at any pre -bid meet ings, bidders’
compliance with bid requirements, all bids received, the Design -Builder’s evaluations of all
bids, and the basis for the Design -Builder’s recommendation as to which bidders should be
chosen. The Department shall be afforded access to all such records at all reasonable times so
that, among other things, it may independently confirm the Design -Builder’s adherence to all
contractual requirements including, without limitation, affirmative action requirements and
subcontracting requirements.

3.1.3.2 Prepare Bid Tabs. The Design-Builder shall provide the Department with an
analysis of the bids received, and as a copy of each such bid. To the extent that the Design -
Builder’s award recommendation is based on scoping adjustments, the Design -Builder shall
clearly identify the scoping adjustment and the need for such adjustments. In general, the bid
tab shall be presented in a tabular format that compares the bids received and any other relevant
information (i.e. exclusions, past performance history, etc.).

3.1.3.3 Submission of GMP Proposal. Based on the trade bids, the Design -Builder
shall submit a GMP Proposal to the Department using ProjectTeam. The GMP Proposal shall
include the elements listed in Section 4.6.

3.1.3.3.1 Approval of GMP. The Department and the Design -Builder 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 to the Council for
the District of Columbia. The GMP shall be subject to review and approval by the Council
for the District of Columbia in the event it exceeds the previously approved contract value
by more than $1 million. In such event, the GMP shall not be effective until so approved.
Note that the Council submission and approval timeline varies, and Offerors should plan for
60-90 days on average for this process, taking into consideration that Council is not in session
over the summer In the event the Department and the Design-Builder are unable to agree upon
the GMP or the schedule for the Project, the Department shall have the right to terminate the
Agreement and assume any trade subcontracts held by the Design- Builder. In such an event,
the Design-Builder shall only be entitled to Fifty percent (50%) of the Preconstruction Fee.

3.1.3.4Self-Performed Work. The Design-Builder and its affiliates may carry out trade
work with its owns.
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3.1.4 Early Release/Abatement & Demolition
3.1.4.1 Abatement & Selective Demolition. Once the intermediate design has been
approved, the Department may release the Design -Builder to commence hazardous material
abatement, or other early activities, as applicable.

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

3.1.5 Design Management

The Design-Builder shall manage the completion of the design of the Project. As part
of this effort, the Design-Builder shall undertake the following activities:
3.1.5.1 Historic Preservation: The design -Builder’s team will be responsible for
ensuring that all design and construction work conforms to the Secretary of the Interior’s
Standards for Treatment of Historic Properties and for obtaining required approvals from the
HPRB/HPO and CFA. The Blackburn Lab Building is a contributing building to the St.
Elizabeths Hospital National Historic Landmark District. Because of the unique nature of the
Project, the potential for significant loss of historic resources, and the potential for disruption
of the National Landmark, certain design consultants and subcontractors will be required to
demonstrate that they possess the competency and experience necessary to deliver the project
in a manner that minimizes these risks and ensures that the building’s character defining
features receive appropriate protection and treatment in the design and implementation of this
Project.

3.1.5.2 Construction Document Review & Coordination. The Design-Builder shall
complete each of the Construction Documents packages in a manner that addresses the
concerns raised by the Department during the review contemplated in Section 3.1.5.1 for such
package. The Design -Builder shall issue one or more set of permit documents to the
Department for its review and approval (“Permit Set”). With regard to each such set, the
Design-Builder shall highlight (or bubble) any aspect of the design that represents a material
deviation from the approved Final Design Documents and shall address in a narrative format
the impact, if any, such departure shall have on the Project’s aesthetics, functionality or
performance. The Department shall have the right to disapprove the Construction Documents
for any reason. If the Department disapproves the Construction Documents, the Design -
Builder will not be entitled to any additional compensation.

3.1.5.3 Code Review. The Design-Builder shall submit the Permit Set to the DOB in
order to obtain the necessary building permits to construct the Project and relocate the building
in accordance with the process outlined in Exhibit A2. The Design-Builder shall monitor the
permit process and shall incorporate any changes or adjustments required by the Code
Official. The Design -Builder shall also issue any such changes to the Department for its
review and approval. In this submittal, the Design -Builder shall highlight (or bubble) any
aspect of the design that represents a material deviation from the permit set documents and
shall address in a narrative format the impact, if any, such departure shall have on the Project’s
aesthetics, functionality or performance. Subsequent to obtaining the necessary building
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permits, the Design-Builder shall prepare one or more sets of “issued for construction
documents” (the “IFC Set(s)”).

3.1.5.4 Design Changes. If it should become necessary to amend any of the approved
Released for Construction (RFC) Set(s), the Design-Builder shall prepare an amendment to the
drawings and shall submit such amendment to the Department for its review and approval. In
this submittal, the Design -Builder shall highlight (or bubble) any aspect of the design that
represents a material deviation from the permit set documents and shall address in a narrative
format the impact, if any, such departure shall have on the Project’s aesthetics, functionality or
performance. In the event the Department does not approve such document within ten (10)
business days after issuance, unless other wise denied, such document shall be deemed
approved, provided however that the Department has not advised that such document is still
under review.

3.2 RESERVED

3.3 RESERVED
3.4 Site Cleanliness
During the Project and as directed by the Department’s Program Manager, as the
installation is completed, the Design-Builder shall ensure that the site is clear of all extraneous
materials, rubbish, or trash.
3.5 Site Safety
3.5.1 General Responsibility. The Design -Builder shall provide a safe and
efficient site, with controlled access. As part of this obligation, the Design-Builder shall be
responsible for initiating, maintaining and supervising all safety precautions and programs in
connection with the Project, and shall comply with the requirements set forth in Article 16,
Section F of the Standard Contract Provisions Construction Contracts (Exhibit C1).

3.5.2 Safety Plan. Prior to the start of construction activities, the Design-Builder
shall prepare a safety plan for the Construction Phase conforming to OSHA 29 CFR 1926 (such
plan, the “Safety Plan”). This Safety Plan developed by the Design-Builder shall describe the
proposed separation and the specific nature of the safety measures to be taken including fences
and barriers that will be used and the site security details. This Safety Plan will be submitted to
the Department and DHS for their review and approval prior to the commencement of
construction. Once the Safety Plan has been approved, the Design -Builder shall comply with
the plan at all times during construction. The Design-Builder shall be required to revise the
Safety Plan as may be requested by the Department. The Design Builder will not be permitted
to commence the Construction Phase until the Safety Plan is submitted and in no event shall
any resulting delay c onstitute an excusable delay. Additionally, the Design -Builder shall
comply with the requirements of Article 27, Section A of the Standard Contract Provisions
Construction Contracts (Exhibit C1).

3.5.3 Safety Barriers/Fences. As part of its responsibility for Project safety, the
Design-Builder shall install such fences and barriers as may be necessary to separate the
construction areas of the site from those areas that are then being used by others including the
Gateway Pavilion and Sycamore Drive construction once Building 88 has been moved. The
Design-Builder shall describe in the Safety Plan the proposed separation and the specific
nature of the fences and barriers that will be used.
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3.5.4 Site Security. The Design-Builder shall be responsible for site security and
shall be required to provide such watchman as are necessary to protect the site from unwanted
intrusion.

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

3.6 Reporting Requirements

The Design-Builder shall be required to submit the following reports:

3.6.1 Monthly Report. The Design-Builder shall provide written reports to the
Department, on the progress of the entire Work at least monthly from Preconstruction NTP
until Final Completion of the Project. The monthly report shall include: (i) an updated schedule
analysis, including any plans to correct defective or deficient work or recover delays; (ii) an
updated cost report; (iii) a monthly review of cash flow; (iv) a quality control report; and (v)
progress photos.

3.6.2 Bi-Weekly Schedule Updates. The Design -Builder shall provide a
Baseline Schedule update to the Department, on the progress of the entire Work at least bi-
weekly, in the same format set forth in Section 3.1.1.2. The update shall reflect the actual
progress of the Project, identify developing or potential delays, regardless of their cause, and
reflect the Design-Builder's best projection of the actual date by which Substantial Completion
and Final Completion of the Project will be achieved. The Design-Builder shall also state what
must be done to avoid or reduce that delay, 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.

3.6.3 Use of Project Teams. The Design-Builder shall utilize the Department’s
ProjectTeams system to submit any and all documentation required to be provided by the
Design-Builder, including, but not limited to: (i) requests for information; (ii) submittals; (iii)
meeting minutes; (iv) invoices/applications for payment (full package includ ing all forms
required by the Department); (v) certified payrolls (in addition to upload via LCP Tracker);
(vi) drawings and specifications; (vii) punchlist; and (viii) other documents as may be
designated by the Department.

3.7 Workhours; Coordination with DGS and Community
3.7.1 Workhours. The Design-Builder shall comply with the Noise Ordinance
and neither it nor its subcontractors shall undertake work on the Project site other than at the
times and sound level permitted by the Noise Ordinance.

3.7.2 Parking. The Design-Builder shall organize its work in such a manner so
as to minimize the impact of its operations on the surrounding community. To the extent that the
number of workers on the site is likely to have an adverse impact on neighborhood parking,
the Design-Builder shall develop a parking plan for those individuals working on the site that
is reasonably acceptable to the Department.
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3.7.3 Wheel Washing Stations. The Design -Builder shall provide wheel
washing stations on site to prevent the accumulation of dirt and other refuse on the streets
surrounding the Project site in accordance with DOEE regulations.

3.7.4 Outreach Plan. The Design-Builder shall keep the Department informed
of the construction activities and their potential impact on the community. The Design-Builder
shall submit the plan to the Department prior to its implementation and such plan shall be
subject to the Department’s review and approval.

3.8 Quality Control Plan

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

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

3.8.3 Implementation. During the Construction Phase, the Design-Builder shall
perform regular quality control inspections and create reports based on such inspections
pursuant to the Quality Control Plan. These quality control reports shall be provided to the
Department electronically on a monthly basis. The Design-Builder shall incorporate a quality
control section in the progress meetings to discuss outstanding deficiencies,
testing/inspections, and upcoming work. The monthly report shall include a detailed summary
of the steps that are being employed to provide quality construc tion 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.

3.8.4 Corrective Action Plan. The Department shall have the right to direct the
Design-Builder to revise the Quality Control Plan in accordance with the Agreement.

3.9 Project Close-out

3.9.1 Punchlist. Promptly after Substantial Completion, the Design-Builder shall
develop a punchlist. Once the punchlist is prepared, the Design-Builder shall inspect the Work
along with representatives from the Department. The punchlist shall be revised to reflect
additional work items that are discovered during such inspection. The Design-Builder shall
correct all punchlist items no later than thirty (30) days after Substantial Completion is
achieved.
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3.9.2 Warranties & Manuals. No later than thirty (30) days following the
Substantial Completion Date, the Design-Builder shall prepare and submit: (i) a complete set
of its Project files; and (ii) a set of record drawings (BIM Revit).

3.9.3 Eleven Month Walk. The Design -Builder shall use commercially
reasonable efforts to schedule a joint inspection of the Project during the eleventh month after
Substantial Completion is achieved. During such an inspection, the Design-Builder and a
representative of the Department shall walk the Project to identify any necessary warranty
work.

3.10 Costs and Fees

3.10.1 Reimbursable Costs

The following costs shall be reimbursable at cost and without mark-up:
a) Payments made by the Design -Builder to subcontractors and suppliers, but only
in accordance with the subcontracts and supply agreements.
b) All amounts due to the Design-Builder under the terms of the Department's written
authorization for the Design -Builder to perform any portion of the work as self -
performed Work. If an authorization for the Design -Builder to engage in self -
performed Work is not on a fixed-price basis, then, as to that work, the following
costs shall be within the cost of the Work:

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

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

3. Unincorporated Materials. The cost of materials, products, supplies and
equipment not actually installed or incorporated into the Self -Performed
Work, but required to provide a reasonable allowance for waste or spoilage,
subject to the Design Builder's agreement to turn unused 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.
c) Royalty and license fees paid for use of a design, process or product, if its use is
required by the Agreement or has been approved in advance by the Department;
d) Fees for obtaining all required approvals or permits associated with the abatement,
demolition, utility abandonment, and utility relocation, and all trade permit fees
and the building permit fee;
e) Cost of the Design-Builder’s Engineer’s contract reimbursed at cost and without
markup; provided, however, that such costs shall not exceed the Design Fee set
forth in the Offeror’s Proposal. Any amounts in excess of the Design Fee shall not
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be reimbursable as a Cost of Work;
f) All fees and other costs necessarily incurred to carry out testing and inspection
required by the Agreement, or otherwise to maintain proper quality assurance. The
costs the Design-Builder incurs to schedule and coordinate any additional testing
and inspections the Department may decide to conduct itself shall be reimbursable
unless the additional testing establishes that the work tested was defective or
otherwise failed to satisfy the Agreement’s requirements, in which case the
Design-Builder shall pay the costs, without reimbursement;
g) All bonds to jurisdictional agencies (utilities, stormwater management, land
disturbance, and grading); and
h) All performance and payment bonds and general liability insurance. The
Department may, in its sole discretion, allow the Design -Builder to recover the
costs of subcontractor default insurance at a mutually agreed -upon rate in lieu of
trade level bonds, provided that such insurance be approved by the Department in
advance and after being presented with a cost-benefit analysis of such use.

3.10.2 Non-Reimbursable Costs

The following costs shall not be reimbursable:
a) Any personnel or labor costs other than those provided for in Section 3.10.1(b)(1).
b) Fees for any permits or licenses the Design-Builder requires to conduct its general
business operations.
c) Capital expenses and interest on capital employed for the Work.
d) The cost of home or regional offices, it being understood that compensation for such
costs included in the Design-Build Fee.
e) Sales or use taxes, unless the Design-Builder establishes that applicable law
required payment of such taxes.
f) Costs due to the errors or omissions of the Design-Builder or its subcontractors or
suppliers at all tiers, negligent or otherwise.
g) Costs dues to breach of Contract by the Design -Builder or its subcontractors or
material suppliers at all tiers, including, without limitation, costs arising from
defective or damaged work or its correction, disposal of materials or equipment
erroneously supplied, and repairs to property damaged by the Design-Builder or its
subcontractors or material suppliers at all tiers.
h) Any costs incurred in performing work of any kind before Preconstruction NTP,
unless specifically authorized by the Department in advance and in writing.
i) Direct or indirect costs of any kind, except those expressly included in Section
3.10.1.

3.11 Excluded Cost Elements
It is the Department’s intent that the Design -Builder provide a turn -key solution for the
implementation of the Project, and the budget set forth in the Project Information section has
been developed based on such a framework. The Design -Builder shall advance the Project in a
manner consistent with such budget and the understanding that only the following cost elements
are excluded from the budget set forth in the Project Information section:
a) 3rd Party Material Testing;
b) 3rd Party Inspections;
c) 3rd Party Plan Review; and
d) Public Art.
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3.12 Key Personnel; Diversion

3.12.1 Identification of Key Personnel for the Design-Builder. The following individuals
shall be considered key personnel (“Key Personnel”) of Design-Builder:
a) Project Executive;
b) Project Manager;
c) Field Superintendent; and
d) Quality Assurance/Quality Control Manager.

The Design-Builder will not be permitted to reassign any of the Key Personnel
unless the Department approves the proposed reassignment and the proposed replacement.
3.12.2 Identification of Key Personnel of the Design-Builder’s Architect/Engineer
The following individuals shall be considered the Key Personnel of the Architect:
a) Project Architect;
b) Project Manager; and
c) Historic Preservation Architect.

The Design-Builder will not be permitted to reassign any of the Key Personnel unless the
Department approves the proposed reassignment and the proposed replacement.
3.12.3 Key Personnel Replacement Disincentive Fee. All members of the Design-Builder’s
Key Personnel shall be subject to replacement fees for their removal or reassignment by the
Design-Builder. In each instance where the Design-Builder removes or reassigns one of the key
personnel as being subject to replacement fees (but excluding instances where such personnel
becomes unavailable due to death, termination of employment or disability) without the prior
written consent of the Department’s Contracting Officer, the Design-Builder shall owe to the
Department the sum of Twenty Five Thousand dollars ($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 Design-Builder’s failure to provide the Key Personnel. The foregoing
replacement fee amount shall not bar recovery of any other damages, costs, or expenses other
than the Department’s internal administrative costs. In addition, the Department shall have the
right, to be exercised in its sole discretion, to remove, to replace or to reduce the scope of services
of the Design-Builder in the event that a member of the Key Personnel has been removed or
replaced by the Design-Builder without the consent of the Department. In the event the
Department exercises the right to remove, to replace or to reduce the scope of services of the
Design-Builder, the Department shall have the right to enforce the terms of the Agreement and
to keep in place those members of the Design-Builder’s team not removed or replaced and the
remaining members shall complete the services required under the Agreement in conjunction
with the new members of the Design-Builder’s team approved by the Department.

3.13 RESERVED
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3.14 Building Information Modeling (BIM)
3.14.1 DGS is implementing Building Information Modeling (“BIM”) as a standard on the
Project. Please see the National BIM Guidelines (Exhibit A14). DGS’s BIM plan will facilitate
more informed decision making, design -intent communication, project coordination across
various phases, enhanced project delivery schedule and budget management, post -construction
asset and facility management, building automation. This will be accomplished through the real
time collaboration and utilization of a common data environment. The Department uses BIM and,
as such, will require a BIM process to be followed for this Project. This process will include the
following additional tasks and deliverables:
a) An initial meeting dedicated to reviewing the BIM process and requirements for
all parties as well as periodic BIM status meetings
b) BIM (Revit) models created during design that conform to DGS’ modeling
requirements and Level of Design (“LOD”) standards
c) BIM models used during pre-construction to facilitate coordination of trades
d) BIM (Revit) models delivered at the end of construction that conform to DGS’
modeling requirements and LOD standards and will allow for efficient transfer of
FM data as well as to be used as backgrounds for future renovation work

DGS will require the following Autodesk software for the design and construction
phase of this project.
3.14.2 Design Phase – Software Required by the Design / Build Team
1. Autodesk Revit 2018 or higher.
2. Autodesk’s Collaboration for Revit (BIM360 Design).
3. Autodesk Navisworks Manage 2018 or higher.

3.14.3 Construction Phase -
1. Autodesk Revit 2018 or higher.
2. B–M360 Field - Subscriptions provided by DGS.
3. BIM360 Glue - Subscriptions provided by DGS.
4. BIM360 Docs - Subscriptions provided by DGS.

3.14.4 By following this BIM standard DGS and chosen contractors will use industry
standard technology from Autodesk. It is DGS’ intent to benefit from project data
ownership, greater project insight, and design-intent communication, project coordination
across various phases, enhanced project delivery schedule and budget management and to
realize greater post -construction asset and facility management benefits throughout the
lifecycle of the building.
3.15 Deliverable List
The Design-Builder shall be required to prepare and submit the following, in addition to
any other deliverables required under this Contract:
3.15.1 Design and Preconstruction Deliverables
a) Project Schedule.
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b) List of Long Lead Items that could adversely impact the Project’s schedule and
recommendations for purchase.
c) Preliminary Cost Estimate based on Project Designs.
d) Intermediate Cost Estimate and Intermediate Design.
e) Final Design Development Cost Estimate and Final Design Development.
f) Permit Set of Construction Documents Cost Estimate and Permit Set of Construction
Documents.
g) Permit Set of Construction Documents, including DOB plan review responses.
h) Issued for Construction Documents.
i) Report outlining Value Engineering strategies.
j) Construction Phase Baseline Schedule.
k) Statement of constructability within ten (10) days of the conclusion of the Design
and Preconstruction Phase, executed by both the Design -Builder and the Project
Architect/Engineer.
l) Insurance Certificates.
m) Payment and Performance Bonds.

3.15.2 Construction Deliverables
a) Contingency Balance Update.
b) Hazardous Material Abatement Subcontractor Insurance Certificates.
c) Hazardous Material Abatement Records.
d) Construction Document Packages.
e) Progress Meeting Minutes.
f) Project Schedule Updates.
g) Project Progress Reports.
h) Cost Variance Report.
i) OSHA Safety Plan.
j) Close out documents (Product Manuals, Warranties, etc.).
k) Quality Control Plan.
l) Quality Control Inspection Reports.
m) Corrective Action Plan.
n) Project Teams submissions.
o) Invoices and Acceptable Application for Payment with Release of Liens and Claims.
p) Insurance Certificates.
q) Performance and Payment Bonds and Agreement of Indemnity
r) Certificate of Substantial Completion executed by the Project Architect/Engineer
and submitted Department for review, concurrence and approval
s) Documents that may be required by Contracting Officer from time to time.

3.15.3 Close-Out Deliverables
a) A complete set of the Design-Builder’s Project files.
b) A complete set of product manuals (O&M), training videos, warranties, etc.
c) As built record drawings (BIM Revit)
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d) Proposed schedule of maintenance.
e) Environmental, health & safety documents.

3.16 Licensing, Accreditation and Registration
The Design-Builder and all of its subcontractors and subconsultants (regardless of tier)
shall comply with all applicable District of Columbia, state, and federal licensing, accreditation,
and registration requirements and standards necessary for the perfo rmance of the Agreement.
Without limiting the generality of the foregoing, all drawings shall be signed and sealed by a
professional Architect or engineer licensed in the District of Columbia.
3.17 Qualification Requirements for Historic Specialist: The D/B team must engage
qualified personnel and firms to perform aspects of the design and construction phases of the
project to ensure that Character -Defining features are properly preserved and restored in the
execution of the work. These specialists in clude but are not necessarily limited to the following
trades:

a) Building moving and relocation.
b) Dismantling and restoration of clay tile roofing systems.
c) Dismantling, preparation for storage and storage of the building’s steel window systems.
d) Dismantling, restoration, replication and reconstruction of brick masonry, cast stone, and
reinforced concrete belt courses.
e) Dismantling, restoration, replication and alteration of eaves, roof edges, modillions and
other wood trim.
f) Dismantling, restoration and replacement of sheet metal flashing and trim, including
gutters, downspouts and roof flashings.

In addition the Design -Builder’s team must engage a qualified Historic Preservation
Specialist to advise the design-build team and its subconsultants and subcontractors on historic
preservation methods, materials, compliance and related work. The Historic Preservation
Specialist must meet the minimum qualifications listed in Specification Section 013591, Article
1.4 within Exhibit A3.
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ARTICLE 4 – FORMATION OF GMP PROPOSAL
4.1 General.

4.1.1 The Design -Builder shall provide the Department with a GMP based on the
Design Development Documents. Subsequent to this Early Start Agreement (“ESA”) , the
Department anticipates the execution of the GMP package . The GMP associated with this
Project shall be agreed upon in the manner set forth in this Section 4.
4.1.2 During the Design & Preconstruction Phase, the Design-Builder shall cause the
Design-Builder’s Architect to prepare the GMP Basis Project Documents. Based upon the
GMP Basis Project Documents, the Design -Builder shall propose a GMP (referred to as the
“GMP Proposal”) which shall be submitted in accordance with this Article. The Design-Builder
acknowledges and understands that the GMP Basis Project Documents will be incomplete at
the time it submits its GMP Proposal. Although complete construction Project Documents will
not be available and many details will not be shown on GMP Basis Project Documents or will
otherwise need to be adjusted, the GMP proposed in the Design-Builder’s GMP Proposal shall
be intended to represent the Design-Builder’s offer for the Final Completion of the Project. If
the Design-Builder’s GMP Proposal is acceptable to the Department, it shall be memorialized
in form of an amendment to this Agreement (such amendment, the “GMP Amendment”). Such
amendment shall be in the form of Exhibit O attached hereto.

4.1.3 As part of the GMP Amendment, the Design-Builder 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 Project Documents, but which are
necessary for a fully functioning facility that meets the programmatic requirements established
for the Project. The Design -Builder 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
Project Documents, but which are a logical development of the design intent reflected in the
GMP Basis Project Documents, for an amount not to exceed the GMP.
4.2 Review of GMP Basis Project Documents. The Department has selected the Design-
Builder, in large part, because of its special expertise in constructing similar projects. Before
submitting its GMP, the Design-Builder shall review the GMP Basis Project Documents for
accuracy, constructability, and completeness and shall bring such deficiencies to the attention
of the Department and shall cause its Architect to address any such deficiencies. To the
extent that any such deficiencies in the GMP Basis Project Documents could have been
identified by such review by a competent Design-Builder, such deficiencies shall not be the
basis for a change in the GMP or delaying the Project Schedule.

4.3 Contingency. The Cost of the Work shall include a contingency, which shall be a sum
established by the Department and the Design-Builder to cover, among other things costs
necessary to address scope expansion that is a logical development of the design, issues
arising from or as a result of deficiencies in the GMP Basis Project 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”).
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During the Construction Phase, the Design-Builder shall keep the Program Manager and the
Contracting Officer informed as to the status of the Contingency and shall, at a minimum: (i)
advise the Program Manager and Contracting Officer when draws reach 3% upon the
contingency in a timely manager; and (ii) provide the Program Manager and Contracting
Officer with running status of the Contingency balance at least once every two (2) weeks.

4.4 Trade Bids.

4.4.1 Subcontractors and Suppliers; Bidding Procedures. During the Design &
Preconstruction Phase, the Design -Builder shall seek to develop subcontractor interest in the
Project. Within fifteen (15) days after the completion of the schematic design, the Design -
Builder 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 trade
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.
4.4.2 Bidding. Following the Department’s approval of the Design Development Documents,
the Design-Builder 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 Design -Builder 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 r esidents. The Design-Builder shall carefully document its procedures
for making available bid packages to potential bidders, the contents of each bid package,
discussions with bidders at any pre -bid meetings, bidders’ compliance with bid requirements,
all bids received, the Design -Builder’s evaluations of all bids, and the basis for the Design -
Builder’s recommendation as to which bidders should be chosen. The Department shall be
afforded access to all such records at all reasonable times so that, among other things, it may
independently confirm the Design -Builder’s adherence to all requirements set forth in the
Agreement, including, without limitation, affi rmative action requirements and subcontracting
requirements.
4.4.3 Bid Tab. As part of the negotiations leading up to the GMP, the Design -Builder 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 a tabular format that compares the bid s 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 Design -Builder’s awar d recommendation is based on scoping
adjustments, the Design-Builder shall clearly identify the scoping adjustment and the need for
such adjustments. Such bid tabulation shall include LSDBE utilization information in addition
to price and other information. Such bid tabulations as well as copies of the bids shall be
submitted to the Department’s Program Manager. The Design-Builder represents and warrants
that the bid tabs so submitted shall fairly represent the results of the subcontractor bidding
process and that the Design-Builder shall not misrepresent any such data to the Department or
its Program Manager.
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4.5 Value Engineering. Based on the trade bids received, the Design-Builder shall prepare
a written report of suggested Value Engineering strategies necessary to reconcile the costs of
constructing the Project Budget, if necessary. The Design-Builder shall meet with the
Department’s representatives to discuss any Value Engineering and changes in the scope
necessary to ensure that the Department’s schedule and programmatic requirements are met
and that the budget is not exceeded. The Design-Builder shall cause the Design-Builder’s
Architect to implement and price any approved Value Engineering strategies.

4.6 Basis of Guaranteed Maximum Price. Based on the trade bids, the Design-Builder
shall submit a GMP proposal to the Department. The GMP Proposal shall include the
following elements:

a. A list of drawings, specifications, addenda, general, supplementary, and other
conditions on which the GMP is based.
b. A list of unit prices and allowance items and a statement of their basis. The Design-
Builder shall include the following allowances:
c. Assumptions and clarifications made in preparing the GMP Proposal, noting, in
particular, any exclusions. The assumptions and clarifications shall take precedence
over the drawings and specifications. The Design -Builder shall prepare a separate
memorandum that 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 aesthetics, functionality, or performance.
d. The proposed GMP, includes a statement of the detailed cost estimate organized by
trade categories, allowances, contingency, and other items and the fees that comprise
the GMP.
e. An update to the Project’s schedule to which the Design-Builder will agree to be bound.
This update shall be prepared in the same level of detail and in the same manner as the
Baseline Schedule, and without any change, to the Substantial and Final Completion
Dates unless approved by the Department’s Contracting Officer.
f. A subcontracting plan setting forth the names and estimated dollar volume of the work
that will be performed by LSBDEs, as certified by the Department of Small and Local
Business Development, upon which the GMP is based.
g. Each GMP may include an agreed upon sum as the Design-Builder’s Contingency and
the Owner Allowance (s), each of which shall be identified as a separate line item in
the GMP’s Schedule of Values.

A. Construction contingency
i. The Design-Builder’s Contingency shall be utilized to compensate for the
increased Cost of the Work incurred by the Design -Builder due to
unforeseen circumstances relating to construction of that Project which
resulted in an unavoidable increase in costs, except when deemed the
responsibility of the Department in accordance with this Contract. If the
Design-Builder fails to include all of the required scope of work in the bid
packages, Design -Builder Contingency may be used to purchase the
omitted scope, un til the Design -Builder’s Contingency balance reaches
zero or until the balance equals the anticipated subcontractor modifications.
All requests to use the Design-Builder’s Contingency shall be submitted as
a Request for Change Order (“RCO”). Charges to the Design -Builder’s
Contingency shall not become due and payable until the RCO is approved
in writing by the Department’s Contracting Officer and becomes a Change
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Order. If the Design -Builder’s Contingency reaches zero, any cost
overruns or charges that could have been charged to the Design -Builder’s
Contingency shall be the sole responsibility of the Design-Builder.
ii. If bids are received below the applicable line items in the GMP, the surplus
will be added to the Design-Builder’s Contingency for that Project. If bids
exceed the agreed-upon line items in a GMP, the deficiency will be charged
to the Design-Builder’s Contingency for that Project, however, such events
shall not be cause to increase the GMP.
iii. Once all subcontracts anticipated by a GMP have been awarded, including
any self-performed work, the Department may require the Design-Builder
to reduce the Design-Builder’s Contingency to an amount as agreed to by
the parties to reflect the Design-Builder’s risk from that point in the Project
forward.
iv. Upon Final Completion of the Project, any remaining Design -Builder’s
Contingency, if any, shall be reduced to zero by a Contract Modification
and the Design-Builder shall have no entitlement to the balance.

B. Owner contingency
i. The Department retains the right to increase the GMP in lieu of charging
any cost to the Owner contingency. Any unused Contingency, whether
Department Contingency or the Design -Builder Contingency, shall be
reconciled to a zero balance via a Contract Modif ication upon Final
Completion.
ii When the Design -Builder proposes to use the Owner contingency, the
Design-Builder shall prepare an RCO, identifying the amount sought to be
charged to the Owner contingency, the reasons why the amount should be
charged to that Contingency and demonstrating to the satisfaction of the
Department that the costs to be incurred are necessary for the Work and
are the responsibility of the Department. At all times, the Design-Builder
shall avoid and mitigate Department Contingency costs whenever possible.
Before payment or as part of an audit, the Design -Builder and the
Department shall have authority to verify the actual costs incurred. No
costs may be charged to the Owner contingency until the RCO is approved
in writing by the Department and becomes a Change Order.
iii The Owner contingency shall be an amount, determined by the Department,
which will be available to compensate the Design -Builder for the
increased Cost of the Work incurred by the Design -Builder due to a
Contract Modification or to other increases in the Cost of the Work which
the Department determines, in its sole discretion, is its responsibility. The
Department may increase, decrease or eliminate the Owner contingency
at any time.

4.7 Department Review of GMP Proposal. The Design-Builder 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 Design-Builder, who shall make
appropriate adjustments to the GMP Proposal, its basis, or both.

4.8 Department Acceptance of GMP Proposal. The Department and the Design-Builder
shall meet to negotiate the terms of the GMP Proposal. If the GMP Proposal is acceptable to
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the Department, the Department shall submit the resulting GMP Amendment to the Council
for the District of Columbia. The GMP shall be subject to review and approval by the Council
for the District of Columbia in the event it exceeds the previously approved contract value by
more than $1 million. In such an event, the GMP shall not be effective until so approved. Please
note that the Council submission and approval timeline varies, and Offerors should plan for 60-
90 days on average for this process, taking into consideration that Council is not in session over
the summer months.

4.9 GMP Amendment. In the event an acceptable GMP Proposal is not delivered 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 or retain a
new contractor to complete the Project.

4.10 Assignment Upon Failure to Reach GMP. In the event the
Department and the Design-Builder are unable to agree upon the GMP or the schedule for
the Project, the Department shall have the right to terminate the Agreement and assume any
trade subcontracts held by the Design-Builder. In such an event, the Design-Builder shall
only be entitled to Fifty percent (50%) of the Preconstruction Fee.

4.11 Certification. As part of the GMP Proposal submitted in accordance with this Article,
the Design-Builder agrees to specifically acknowledge and declare that the Contract Project
Documents are sufficiently complete to have enabled the Design-Builder to determine the
Cost of the Work therein in order to enter into the GMP Amendment and to enable the
Design-Builder to agree to construct the Work outlined therein in accordance with applicable
laws, statutes, building codes and regulations to the best of Design-Builder’s knowledge, and
otherwise to fulfill all its obligations hereunder. The Design-Builder 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.
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ARTICLE 5 - CONSTRUCTION PHASE

5.1 General.
The Construction Phase shall not commence until the Department issues a Notice to
Proceed for Construction Phase Services. The Design-Builder shall, through Subcontractors
or, with the written consent of the Department, with the Design-Builder’s own forces, perform
all of the Work necessary to construct the Project so that it is complete, safe, and properly built
in strict accordance with the approved Construction Project Documents and the other
requirements of this Agreement. Without limitation, the Design-Builder shall provide all of the
labor, materials, tools, equipment, temporary services, and facilities necessary to complete the
Project in accordance with the drawings, specifications, Project Schedule and Budget that are
issued for the Project. The Design-Builder shall be responsible for paying for and obtaining all
necessary permits and to pay all necessary fees for utility connections. The Work shall be
carried out in a good and workmanlike, first -class manner, and in a timely fashion. All
materials and equipment to be incorporated into the Project shall be new and previously unused,
unless otherwise specified by the Department, and shall be free of manufacturing or other
defects. The Work shall be accomplished in accordance with the following:
a. Manage all aspects of the Project.
b. Manage weekly progress meetings. Throughout the Work, the Design-Builder shall
conduct weekly progress meetings following the Design-Builder’s generated agenda
with the Department’s Program Manager and key trade subcontractors. The Design-
Builder shall draft and circulate the meeting minutes on a weekly basis.
c. Provide completed Quality Control checklists for implementation of the Project.
d. All of the Work shall be constructed in strict compliance and in accordance with the
final Construction Documents issued for and approved by the Department.
e. Ensure the Work of the Design-Builder and its subcontractors shall comply with all of
the applicable provisions of the Standard Contract Provisions Construction ( Exhibit
C1) and Architectural/Engineering Services Contracts ( Exhibit C2 ) and the
requirements set forth in Section 3.5 (Site Safety), Section 3.7 (Workhours;
Coordination with the Community), and Section 3.8 (Quality Control Plan).
f. 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 daily work log.
g. Review and process shop drawing submissions, RFIs, etc.
h. Prepare meeting notes and records of decisions/changes made. Please note that all
such meeting notes and records of decisions/changes made shall be taken by the
Design-Builder without the use of any AI software or similar AI tool.
i. Conduct pre-closeout inspections.
j. Review closeout documents for completeness, such as As-Built Drawings based on
the Contractor’s red line drawings and/or coordinated set developed during the
subcontractor coordination process. As -Built Drawings should be transmitted to
DGS in hard copy, PDF, and CAD formats.
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5.2 Design Completion.

5.2.1 Mid-Point Construction Project Document Review. Based on the approved
Design Development Documents and any approved Value Engineering, the Design -Builder
shall prepare a set of Construction Documents. It is contemplated that the Construction
Documents. It is contemplated that the Construction Documents will be issued in accordance
with the proposed phasing plan.
5.2.2 Construction Project Document Review & Coordination. The Design-Builder
shall complete each of the Construction Documents packages in a manner that addresses the
concerns raised by the Department during the review contemplated in Section 5.2.2 for such
package. The Design -Builder shall issue one or more set of permit documents to the
Department for its review and approval (“Permit Set”). Regarding each such set, the Design -
Builder shall highlight (or bubble) any aspect of the design that represents a material deviation
from the approved Design Development Documents and shall address in a narrative format the
impact, if any, such departure shall have on the Project’s aesthetics, functionality or
performance. The Department shall have the right to disapprove the Construction Documents
for any reason. If the Department disapproves the Construction Documents, the Design-Builder
will not be entitled to any additional compensation. If, however, the Department disapproves a
Construction Document that is a logical extension of the approved Design Development
Documents, the Design-Builder will be entitled to an adjustment to the GMP and/or the Project
Schedule unless such a package departs from the Scope of Work fairly reflected in the GMP
Drawings and Specifications and in such event the Design-Builder shall be required to prepare
a revised design that complies with the GMP drawings and specifications (“Drawings and
Specifications”) and without any entitlement to an increase in the GMP or an adjustment of the
Project Schedule.
5.2.3. Code Review. The Design -Builder shall submit the Permit Set to the
Department of Buildings (“DOB”) in order to obtain the necessary building permits for the
Project. The Design-Builder shall monitor the permit process and shall incorporate any changes
or adjustments required by the Code Official. The Design-Builder shall also issue any such
changes to the Department for its review and approval. In this submittal, the Design-Builder’s
Architect shall highlight (or bubble) any aspect of the design that represents a material
deviation from the permit set Project Documents and shall address in a narrative format the
impact, if any, such departure shall have on the Project’s aesthetics, functionality or
performance. Subsequent to obtaining the necessary building permits, the Design-Builder shall
prepare one or more sets of “issued for construction Project Documents” (the “IFC Set(s)”).
5.2.4. Design Changes. If it should become necessary to amend any of the approved
IFC Set(s), the Design -Builder shall prepare an amendment to the drawings and shall submit
such amendment to the Department for its review and approval. In this submittal, the Design-
Builder shall highlight (or bubble) any aspect of the design that represents a material deviation
from the permit set documents and shall address in a narrative format the impact, if any, such
departure shall have on the Project’s aesthetics, functionality or performance. In the event the
Department does not approve such document within ten ( 10) business days after issuance,
unless otherwise denied, such document shall be deemed approved, provided however that the
Department has not advised that such document is still under review.
5.2.5 Third Party Contractors. The Department will hire third party contractors for
plan review and for testing and material inspections. The Design-Builder shall coordinate and
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work with the Program Manager and third-party plan reviewer during the building permit
process.
5.2.6 Final Maintenance and Operations Plan . The Design -Builder shall submit,
for the Department’s review, a final Maintenance and Operations Plan. The Maintenance and
Operations Plan shall be based on the final IFC Set(s). The approved Maintenance and
Operations Plan shall form the basis of the De sign-Builder’s maintenance of the building
following Substantial Completion.
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 0 The Design-Builder shall enter
into a written agreement with each subcontractor. The trade subcontractors will be under a
written contract with the Design -Builder. All subcontracts and agreements for the supply of
equipment or materials awarded for the Project shall be fixed-price contracts unless otherwise
expressly authorized by the Department, in writing. It is understood and agreed, however, that
certain trade packages (such as the mechanical and electrical packages) may be awarded on a
design-assist or design-build basis and that such trade packages may be awarded on such other
basis subject to the Department’s consent as to the bidding procedures and economic structure
with regard to those packages. The Design-Builder and its affiliates may not carry out trade
work with its own forces without the Department’s written permission, for which permission
may be withheld or conditioned by the Department in its sole and absolute judgment.

5.3.2 In addition to the open book reporting requirements set forth in Section 5.10,
the Design -Builder shall provide the Department with a copy of all quotes or proposals
submitted by potential subcontractors.
5.3.3 The Design-Builder shall develop a purchasing strategy to address the expedited
schedule and conditions of this Project and shall include appropriate provisions in the
subcontracts to minimize the cost impact associated with such conditions. Such strategies may
include but are not limited to (i) obtaining from subcontractors unit price quotes for typical
coordination items; (ii) setting aside allowances for coordination work; and (iii) such other
techniques as may be employed by the Design-Builder.
5.3.4 The Design -Builder shall carefully document its procedures for making
available bid packages to potential bidders, the contents of each bid package, discussions with
bidders at any pre-bid meetings, bidders’ compliance with bid requirements, all bids received,
the Design -Builder’s evaluations of all bids, and the basis for the Design -Builder’s
recommendation as to which bidders should be chosen. The Department shall be afforded
access to all such records at all reasonable times so that, among other things, it may
independently confirm the Design -Builder’s adherence to all requirements set forth in the
Agreement including, without limitation, affir mative action requirements and subcontracting
requirements.
5.3.5 The Department may, in its sole discretion, reject any or all bids and proposals
received for any bid package, and may require the Design-Builder to obtain new or revised bids
or proposals.
5.3.6 The Department may, in its sole discretion, direct the Design-Builder to accept
a bid from a qualified bidder other than the bidder to whom the Design-Builder recommends
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award of a subcontract or supply agreement. If the Department chooses this option, it shall
issue a Change Order to the Design -Builder for any difference between the cost of the
subcontract or supply agreement awarded and the bid price of the Subcontractor or supplier
recommended by the Design-Builder, but without any adjustment to the Design-Build Fee.
5.3.7 The Department must approve all Subcontractors and suppliers. The
Department may elect to review the form of any subcontract or agreement with a material
supplier to ensure that such contract incorporates the contractual provisions required by this
Agreement.
5.3.8 The Design-Builder must contract for 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 agreement s. All subcontracts
and supply agreements shall include the following provisions:
5.3.8.1 that, to the extent of the work or supply within the agreement’s scope, the
Subcontractor or supplier is bound to the Design-Builder for the performance of all obligations
which the Design-Builder owes the Department under the Agreement;
5.3.8.2 that the Subcontractor or supplier is not in privity with the Department
and shall not seek compensation directly from the Department on any third -party beneficiary,
quantum meruit, or unjust enrichment claim, or otherwise, except as may be permitted by any
applicable mechanic’s lien law;
5.3.8.3 that the Department is a third -party beneficiary of the subcontract or
supply agreement, entitled to enforce any rights thereunder for its benefit;
5.3.8.4 that the Subcontractor or supplier consents to assignment of its
agreement to the Department, at the Department’s sole option, if the Design -Builder is
terminated for default;
5.3.8.5 that the Subcontractor or supplier shall comply immediately with a
written order from the Department to the Design-Builder to suspend or stop work;
5.3.8.6 that the Subcontractor or supplier shall maintain records of all Work it
is requested or authorized to do on a time and material or cost -plus basis, or with respect to
claims that it has asserted on a time and materials or cost-plus basis, during the Project and for
a period of time specified in the General Conditions and requiring the Subcontractor or supplier
to make those records available for review or audit by the Department during that time;
5.3.8.7 that the Subcontractor shall obtain and maintain, throughout the Project,
workers’ compensation insurance in accordance with the laws of the District of Columbia (This
provision is not applicable to supply agreements);
5.3.8.8 that, if the Department terminates the Agreement for convenience, the
Design-Builder may similarly terminate the subcontract or supply agreement for convenience,
and that the Subcontractor or supplier shall, in such a case, be entitled only to the costs set forth
in Article 6 of the Standard Contract Provisions (Construction Contracts);
5.3.8.9 that the Department shall have the right to enter into a contract with the
Subcontractor or supplier for the same price as its subcontract or supply agreement price less
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amounts already paid, if the Design-Builder files a voluntary petition in bankruptcy or has an
involuntary petition in bankruptcy filed against it;
5.3.8.10 that the Subcontractor or supplier shall not be entitled to payment for
defective or non-conforming work, materials or equipment, and shall be obligated promptly to
repair or replace non-conforming work, materials or equipment at its own cost;
5.3.8.11 a provision requiring that Subcontractors and suppliers promptly pay
Subcontractors and suppliers at lower tiers, imposing upon the Subcontractors and suppliers a
duty to pay interest on late payments, and barring reimbursement for interest paid to lower tier
Subcontractors or suppliers due to a Subcontractor’s or supplier’s failure to pay them in timely
fashion;
5.3.8.12 a provision requiring that all Subcontractors at all tiers comply with the
provisions of Article 13 (Economic Inclusion Goals); provided, however, that the Design -
Builder may, in its reasonable discretion impose a different LSDBE subcontracting goal on
some or all of its Subcontractors; provided, further, however, that nothing in this provision
shall be deemed to excuse the Design-Builder from using its best efforts to achieve the LSDBE
subcontracting goal on an aggregate basis for the Project;
5.3.8.13 a provision which allows the Design-Builder to withhold payment from
the Subcontractor if the Subcontractor does not meet the requirements of the subcontract;
5.3.8.14 lien and claim release and waiver provisions substantially identical to
those in this Agreement.
5.3.9 Within seven (7) calendar days of receiving any payment from the Department
that includes amounts attributable to Work performed or materials or equipment supplied by a
Subcontractor or supplier, the Design-Builder shall either pay the Subcontractor or supplier for
its proportionate share of the amount paid to the Design -Builder for the Subcontractor’s or
supplier’s Work or materials or equipment, or notify the Department and the Subcontractor or
supplier, in writing, of the Design -Builder’s intention to withhold all or part of the payment
and state the reason for the withholding. All monies paid to the Design -Builder under the
Agreement shall be used first to pay amounts due to Subcontractors or suppliers supplying
labor or materials for the Project and only money remaining after such payments are made may
be used for other items such as the Design -Build Fee. Monies paid by joint check shall be
deemed to have been paid fully to the Subcontractor or supplier named as a joint payee, unless
the Department agrees otherwise in writing. Any interest paid to Subcontractors or suppliers
because the Design-Builder has failed to pay them in timely fashion shall not be reimbursable
as part of the Cost of the Work.
5.3.10 The Design-Builder shall not enter into any profit sharing, rebate, or similar
arrangement with any Subcontractor or supplier at any tier with respect to the Project or the
Work to be carried out for the Project.
5.3.11 The Design-Builder shall not substitute or replace any subcontractor or supplier
approved by the Department without the Department's Contracting Officer and DSLBD prior
written consent.
5.3.12 The Department has the right to contact Subcontractors or suppliers at all tiers,
or material or equipment suppliers directly to confirm amounts due and owing to them or
amounts paid to them for Work on the Project, and to ascertain from the Subcontractors or
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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.
5.3.13 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 Design -Builder
fails to cure the problem within five (5) calendar days after the Department gives i t written
notice of the failure to pay, the Department may make payments to the Subcontractor or
supplier and Design-Builder by joint check. If the payment was already made to the contractor,
the joint check be for future payments (if any).
5.3.14 The Design-Builder shall 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 T, as follows:
a. Within ninety (90) days of initiating the Construction Phase; and
b. Within thirty (30) days after Final Completion of the Project.
5.3.15 The Design -Builder shall be required to provideto the Contracting Officer a
certificate of insurance for each subcontractor before such subcontractor begins work.
5.4 Weekly Progress Meetings & Schedule Updates. The Design-Builder shall
schedule and conduct, at a minimum, weekly progress meetings following the Design-
Builder’s generated agenda at which the Department, the Design-Builder’s Architect, the
Program Manager, the Design-Builder and appropriate Subcontractors can discuss the status
of the Work. The Design-Builder shall prepare and promptly distribute meeting minutes. In
addition, the Design-Builder shall submit bi-weekly schedule updates which shall reflect
actual conditions of Project progress as of the date of the update. The update shall reflect the
actual progress of construction, identify any developing delays, regardless of their cause, and
reflect the Design-Builder’s best projection of the actual date by which Substantial
Completion and Final Completion of the Project will be achieved. Via a narrative statement
(not merely a critical path method schedule), the Design-Builder shall identify the causes of
any potential delay and state what, in the Design-Builder’s judgment, must be done to avoid
or reduce that delay. The Design-Builder shall point out, in its narrative, changes that have
occurred since the last update, including those related to major changes in the scope of work,
activities modified since the last update, revised projections of durations, progress and
completion, revisions to the schedule logic or assumptions, and other relevant changes. Any
significant variance from the previous schedule or update shall also be identified in a
narrative, together with the reasons for the variance and its impact on Project completion. All
Schedule updates shall be in a native format reasonably acceptable to the Department (e.g.,
Primavera). The Department may make reasonable requests during the Project for changes to
the format or for further explanation of information provided. Submission of updates
showing that Substantial Completion or Final Completion of the Project will be achieved
later than the applicable scheduled completion date shall not constitute requests for extension
of time and shall not operate to change the scheduled completion date(s). The Department’s
receipt of, and lack of objection to, any schedule update showing Substantial Completion or
Final Completion later than the dates agreed upon in the Project Schedule shall not be
regarded as the Department’s agreement that the Design-Builder may have an extension of
time, or as a waiver of any of the Department’s rights, but merely as the Design-Builder’s
representation that, as a matter of fact, Substantial Completion or Final Completion of the
Project may not be completed by the agreed upon date in the Project Schedule. Changes to
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the scheduled completion dates may be made only in the circumstances and only by the
methods set forth in this Agreement.

5.5 Written Reports. The Design -Builder shall provide written reports to the
Department on the progress of the entire Work at least monthly from Preconstruction Notice
to Proceed until Final Completion of the Project. The monthly report shall include: (i) an
updated schedule analysis, including any plans to correct defective or deficient work or
recover delays; (ii) an updated cost report; (iii) a monthly review of cash flow; (iv) a quality
control report; and (v) progress photos. Such written report Such written report shall including
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 Guaranteed Maximum Price
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 t he 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 Design-Builder
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 Guaranteed Maximum Price will
operate to increase the Guaranteed Maximum Price or waive the Department’s right to enforce
the Guaranteed Maximum Price. If the report reflects budget overruns, it must also include a
recovery plan.

5.5.3 Economic Inclusion Report. The monthly report shall include a detailed
summary of the Design -Builder’s efforts and results with respect to the economic inclusion
goals set forth in this Agreement. Such report shall be in a format acceptable to the Department
and shall include, at a minimum: (i) the Design -Builder’s overall performance with respect to
the goals; (ii) a listing of subcontracts and agreements with material suppliers during the month
and the percentage of those subcontracts and agreements with material suppliers awarded to
LSDBEs; (iii) a listing of subcontracts during the month and the estimated percentage of the
labor hours to be worked by District of Columbia residents pursuant to those subcontracts; and
(iv) a description of the major subcontracting and supply opportunities that will be solicited
during the next three (3) months and the actions being taken to meet the subcontracting goals.
5.5.4 Cash Flow Update. If there have been any changes to the anticipated cash flow
for the Project, such changes shall be disclosed and explained in the monthly report. If there
are no such changes, the report shall so state.

5.5.5 Quality Assurance Report. The monthly report shall include a detailed
summary of the steps that are being employed to ensure quality construction and workmanship.
Each report shall specifically address issues that were raised by the Department and/or its
Program Manager during the prior month and outline the steps that are being taken to address
such issues.
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5.5.6 Progress Photos. The monthly report shall include updated progress photos
that shall detail changes in the Work during the month. The Design-Builder shall also maintain
a daily log containing a record of weather, Subcontractors working on the site, number of
workers, major equipment on the site, Work accomplished, problems encountered and other
similar relevant data as the Department may reasonably require. The log shall be available to
the Department, the Design-Builder’s Architect and the Program Manager, and on a monthly
basis a copy of the log shall be submitted to the Department.

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

5.7 Key Personnel.
5.7.1 It is contemplated that these Key Personnel will work from the design stage,
purchasing and throughout the bulk of the field work. The Design -Builder’s obligation to
provide adequate staffing is not limited to providing the Key Personnel, but is determined by
the needs of the Project. The Design-Builder shall not replace any of the Key Personnel without
the Department’s prior written approval. If any of the Key Personnel become unavailable to
perform services in connection with the Agreement due to death, disability or separation from
the employment of the Design-Builder or any affiliate of the Design-Builder, then the Design-
Builder shall promptly notify the Department’s Contracting Officer and propose a replacement
acceptable to the Department. The Department shall be entitled to complete information before
approving such replacement, including, but not limited to, a current resume of the proposed
replacement to include qualifications and experience.
5.7.3 Certain members of the Design -Builder’s Key Personnel shall be subject to a
replacement fee for their removal or reassignment by the Design -Builder. Those members of
the Design-Builder’s Key Personnel subject to a replacement fee shall be identified in Exhibit
L as subject to the replacement fee provisions. In the event there is no delineation in Exhibit
L of those members of the Design -Builder’s Key Personnel subject to the replacement fee
provisions of this Agreement, then all of the Key Personnel shall be subject to the replacement
fee provisions of this Agreement.
5.7.3.1 Removal or Replacement of Key Personnel. Subject to the terms of Section
5.7, if the Design-Builder replaces one of the key personnel listed in Exhibit L as being subject
to a replacement fee, without the prior written consent of the Department, then the Design -
Builder shall pay to the Department’s Contracting Officer the amount set forth in the Project
Information Section of this Agreement as replacement fee and no t a penalty, to reimburse the
Department for its administrative costs arising from the Design-Builder’s failure to provide the
Key Personnel. The foregoing replacement fee amount shall not bar recovery of any other
damages, costs or expenses other than the Department’s internal administrative costs.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.11.3.4 Delays due to suspensions of work;

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

5.11.3.6 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 Design-Builder or any of its employees,
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agents, Subcontractors or material suppliers; (iii) is on Project’s critical path; and (iv) is in
addition to any time contingency periods set forth in the critical path.

5.11.4 If the Design-Builder wishes to make a claim for an adjustment in time allotted
per the Project Schedule, written notice as provided herein shall be given. The Design -
Builder’s claim shall include an estimate of the cost and of the probable effect of delay on the
progress of the Work. In the case of continuing delay, only one claim is necessary.
5.11.5 In no event shall the Design -Builder be entitled to an increase in the GMP or
the Design-Build Fee as a result of either an Excusable or Non -Excusable Delay; provided,
however, that to the extent that a delay is: (i) an Excusable Delay; (ii) of unreasonable duration;
(iii) caused solely by the Department; and (iv) not concurrent with any other delay, then the
Design-Builder shall be entitled to receive its actual costs, including all direct and indirect
costs, bonds and insurances resulting from such extended duration. It is understood that the
Design-Builder shall not be entitled to any profit or home office overhead, including, but not
limited to, an increase in the Design -Build Fee, on any amounts to which the Design -Builder
may be entitled pursuant to the preceding sentence.
5.12 Site Safety and Clean-Up.
5.12.1 The Design-Builder will be required to provide a safe and efficient site, with
controlled access. As part of this obligation, the Design -Builder shall be responsible for
initiating, maintaining and supervising all safety precautions and programs in connection with
the Project, and shall comply with the requirements set forth in Article 16, Section F of the
Standard Contract Provisions (Construction Contracts).
5.12.2 Safety Plan. Prior to the start of construction activities, the Design-Builder shall
prepare a safety plan for the construction phase conforming to OSHA 29 CFR 1926 (such plan,
the “Safety Plan”). Pursuant to OSHA 29 CFR 1926, the Design -Builder shall provide all
employees with the necessary Personal Protective Equipment (“PPE”) to comply with all
COVID-19 regulations and shall additionally require anyone on site to comply with any PPE
requirements, if applicable.. This Safety Plan developed by the Design -Builder shall describe
the proposed separation and the specific nature of the safety measures to be taken including
fences and barriers that will be used as well as the site security details. The Safety Plan will
be submitted to the Department and Client Agency for their review and approval prior to the
commencement of construction. Once the Safety Plan has been approved, the Design-Builder
shall comply with it at all times during construction. The Design-Builder shall be required to
revise the Safety Plan as may be requested by the Department or Client Agency at any time,
including, but not limited to, as necessary to address any new national or local COVID -19
regulations, recommendations, or re strictions, if applicable.. The cost of revising and
complying with the plan shall not entitle the Design-Builder to an increase in the GMP. In the
event the Desig n-Builder fails to provide the Safety Plan, the Design -Builder will not be
permitted to commence the Construction Phase until the Safety Plan is submitted and in no
event shall any resulting delay constitute an Excusable Delay. Additionally, the Design-Builder
shall comply with the requirements of Article 27, Section A of the Standard Contract Provisions
(Construction Contracts).
5.12.3 Safety Barriers/Fences. As part of its responsibility for Project safety, the
Design-Builder shall install such fences and barriers as may be necessary to separate the
construction areas of the site from those areas that are then being used by Client Agency for
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educational purposes. The Design-Builder shall describe in the Safety Plan the proposed
separation and the specific nature of the fences and barriers that will be used.
5.12.4 Site Security. The Design-Builder shall be responsible for site security and
shall be required to provide such watchmen as are necessary to protect the site from unwanted
intrusion. Site Security shall be included in the Design-Builder’s General Conditions Cost.
5.12.5 Exculpation. The right of the Department and Client Agency to comment on
the Safety Plan and the nature and location of the required fences and barriers shall in no way
absolve the Design-Builder from the obligation to maintain a safe site.
5.12.6 Site Cleanliness. During the Agreement performance and/or as directed by the
Department’s Program Manager, as the installation is completed, the Design-Builder shall
ensure that the site is clear of all extraneous materials, rubbish, or debris.
5.13 Workhours, Site Office, and Coordination with Client Agency and
Community

5.13.1 Workhours. The Design-Builder shall comply with the Noise Ordinance and
neither it nor its subcontractors shall undertake work on the Project site other than at the times
and sound level permitted by the Noise Ordinance.
5.13.2 Site Office. Throughout the Work, the Design -Builder shall provide and
maintain a fully equipped construction office on the Project site. The Design-Builder shall, at
all times, provide and maintain a fully equipped construction office for DGS staff assigned to
the Project. The costs for these Site Office(s) shall be included as part of the Design Builder's
general conditions cost.
5.13.3 Parking. The Design-Builder shall organize its work in such a manner so as to
minimize the impact of its operations on the surrounding community. To the extent that the
number of workers on the site is likely to have an adverse impact on neighborhood parking, the
Design-Builder shall develop a parking plan for those individuals working on the site that is
reasonably acceptable to the Department.
5.13.4 Wheel Washing Stations. The Design-Builder shall provide wheel washing
stations on site so as to prevent the accumulation of dirt and other refuse on the streets
surrounding the Project site.
5.13.5 Outreach Plan. The Design-Builder shall keep the Department informed of the
construction activities and their potential impact on the community and shall develop a
community outreach plan (the “Outreach Plan”). The Design-Builder shall submit the Outreach
Plan to the Department prior to its implementation which shall be subject to the Department’s
review and approval.
5.13.6 Supervision. Throughout the Work, the construction office shall be managed
by personnel competent to oversee the Work at all times while construction is underway. Such
personnel shall maintain full -time, on -site construction supervision and provide daily
inspections, quality control, monitoring, coordination of various trades, record drawings, and
daily work log.
5.13.7 Punchlist. Promptly before Substantial Completion, the Design -Builder shall
cause the Design-Builder’s Architect to develop a punchlist. Once the punchlist is prepared,
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the Design-Builder shall inspect the work along with representatives from the Department. The
punchlist shall be revised to reflect additional work items that are discovered during such
inspection. The Design-Builder shall correct all punchlist items no later than sixty (60) days
after Substantial Completion is achieved.
5.13.8 Warranties & Manuals. Prior to Substantial Completion and no later than
fifteen (15) days following Substantial Completion, the Design -Builder shall prepare and
submit the following Project 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 Contract
Documents for the renovated building; and (vi) all applic able inspection certificates/permit s
(boiler, elevator, evacuation plans, health inspection, etc.) for the new building. No later than
thirty (30) days following Substantial Completion, the Design -Builder shall prepare and
submit: (i) a complete set of its Project files; and (ii) a set of record drawings, including BIM
models.
5.14 Protection of Existing Elements.
The Design -Builder shall protect all existing features, public utilities, and other existing
structures during construction. The Design -Builder shall protect existing, site improvements,
trees and shrubs from damage during construction. Protection extends to the root systems of
existing vegetation. The Design -Builder shall not store materials or equipment, or drive
machinery, within drip line of existing trees and shrubs.

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

5.16 Quality Control.

5.16.1 General Obligation. The Design-Builder shall be responsible for all activities
necessary to manage, control, and document work to ensure compliance with Contract
Documents. The Design-Builder’s responsibility includes ensuring adequate quality control
services are provided by the Design -Builder’s employees and its subcontractors at all levels
from concept to completion including site assessment -investigations/discovery, schem atic
design development, pre-construction, construction and closeout phases. All contract related
work activities and their implementation procedures described within this quality control plan
shall also address safety, measures to ensure regulatory permit & code compliance, submittal
management, change document processing/incorporation, reporting, and all other functions
necessary to achieve highest levels of quality during design and construction efforts. The
Design-Builder’s quality control plan (the “Quality Control Plan”) submittal must include
statements affirming compliance with DGS Quality Control Program Requirements.
5.16.2 Quality Control Plan. Within thirty (30) days after the Design Development
Documents are approved, the Design -Builder shall develop a Quality Control Plan for the
Project. A draft of the Quality Control Plan shall be submitted to the Department and shall be
subject to the Department’s review and approval. This draft shall comply with the guidelines
and include at a minimum, the necessary components for Quality Control Plan development
described within the Department’s Quality Control Master Program (Exhibit Q). The Quality
Control Plan shall be tailored to the specific products/type of construction activities
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contemplated in the Design Development Documents, and in general, shall include a table
of contents, quality control team organization and hierarchical arrangement detailing ongoing,
regular interaction/coordination between design & construction teams, duties/responsibilities
of quality control personnel, submittal procedures, schedule of specified inspection & testing
requirements, deficiency correction procedures, issues & conflicts resolution, RFI
documentation process, change management, as -built record keeping of contract documents
and a listing of customized quality control procedures that will be required to ensure key
elements of the Work are executed in conformance with design documents.
The Quality Control Plan must clearly describe quality control measures such as using DGS
QC Program’s 3 phase checklists recommended to be undertaken by the DesignBuilder's team.
Prior to construction phase commencing, the Design -Builder must advise the Department
regarding the status of their drawing & specification documents, from a percentage completion
standpoint. For that matter, the Design Phase quality control effort shall provide metrics to
gauge whether the design documents – drawings and specifications – are as complete as
possible, prior to contractor’s groundbreaking. DGS QC Program De sign Phase Checklists
include metrics to perform this evaluation of design documents. Similarly, the Quality Control
Plan must describe in detail the quality control mechanisms proposed to be implemented by
the Design-Builder for ensuring adherence with design documents by way of minimal rework
and maintaining the highest standards of construction. The Quality Control Plan must detail
description of any 3rd parties suggested to be hired by the Department such as material testing.
5.16.3 Implementation. During the Construction Phase, the Design -Builder shall
perform regular quality control inspections and create reports using the 3 Phase inspection
checklists included with DGS Quality Control Master Program Manuals based on such
inspections pursuant to the Quality Control Plan. These quality control reports with the 3 Phase
Checklists shall be provided to the Department electronically on a monthly basis. The Design-
Builder shall incorporate a quality control section in the progress meetings to discuss
outstanding deficiencies, testing/inspections, and upcoming work. The monthly report shall
include a detailed summary of the steps that are being employed to provide quality construction
and workmanship. The monthly report should specifically address issues raised during the
month and outline the steps that are being used to address such issues. The following are the
components that must at a minimum be included w ithin the monthly Quality Control report
submitted to DGS. All components must be updated regularly, and current versions included
with monthly submissions to the Department.
1. A written narrative of Quality Control activities for the month supported by
embedded, cross referenced photos.
2. CPM updates and analysis reflecting status of critical submittals affecting work
progress, elaborated further within the descriptive work narrative accompanying CPM
baseline schedule and subsequent, regular updates’ submissions to the Department.
3. Deficiency tracking log.
4. Test & Inspections log recording all related activities for the month and cumulative
for the Project. This must correspond and cross reference the Project’s testing &
inspections schedule described above within Section 2.8.2.
5. Submittal Schedule detailing status of all Project submittals.
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5.17 Acceleration.
Subject to the terms of this Section, the Department shall have the right to direct the
Design-Builder to accelerate the Work if, in the reasonable judgment of Department: (i) the
Design-Builder fails to supply a sufficiency of workers or to deliver the materials or equipment
with such promptness as to prevent the delay in the progress of the Work; or (ii) the progress
of the Work otherwise materially falls behind the projections contained in the then currently
approved Project Schedule. In the event that the Department or its Program Manager determine
that either of the events specified in the preceding sentence have occurred, the Department shall
provide the Design-Builder with written notice of such event and the Design -Builder shall be
required to provide the Department with a schedule recovery plan (“Recovery Plan”) that is
reasonably designed to address the concerns raised in such notice within three (3) days after
receipt of such notice. If the Department and the Design -Builder are unable to agree on the
terms of the Recovery Plan within five (5) days after the issuance of the notice (i.e. within forty
eight (48) hours after the receipt of the proposed Recovery Plan), the Department shall have
the right to direct such acceleration as the Department, in its reasonable judgment, deems
necessary. Provided Department complies with the notice provisions of this Section, the cost
of any acceleration directed under this Section shall not justify an adjustment to the GMP 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 Design-Builder hereby: (i) acknowledges that
this provision is a material inducement upon which the Department has relied in entering into
this Agreement; and (ii) represents and warrants that it has included sufficient funding in the
GMP in order to comply with the requirements of this Section.
5.18 Corrective Action Plan.
Subject to the terms of this Section, the Department shall have the right direct the
Design-Builder to revise the provisions of the Quality Control Plan if, in the reasonable
judgment of the Department, the craftsmanship of the Work being installed fails to comply with
generally applicable industry standards, requirements set forth in the specifications that are
reasonably related to the quality of craftsmanship quality, or any provisions set forth in this
Agreement (each a “Quality Control Event”). In the event that the Department or its Program
Manager determine that a Quality Control Event has occurred, the Department shall provide
the Design-Builder with written notice of the occurrence of such Quality Control Event and the
Design-Builder shall be required to provide the Department with a corrective action plan that
is reasonably designed to address the concerns raised in such notice within three (3) days after
receipt of such notice (each instance, a “Corrective Action Plan”). If the Department and the
Design-Builder are unable to agree on the terms of the Corrective Action Plan within five (5)
days after the issuance of the notice (i.e. within forty eight (48) hours after the receipt of the
proposed corrective action plan), the Department shall have the right to direct such corrective
action measures as the Department, in its reasonable judgment, deems necessary. Such
directive may include adjustments to the procedural provisions set forth in the Quality Control
Plan and/or may impose additional requirements on the manner in which Work is being
performed. Provided the Department complies with the notice provisions of this Section, the
cost of any such corrective action directed under this Section shall not justify an adjustment to
the GMP or the Substantial Completion Date.
5.19
a. Use of Department’s Electronic Project Management Information System
(ProjectTeam). The Design-Builder shall utilize the Department’s ProjectTeam
system to create, manage and/or submit any and all documentation required to
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be provided by the vendor during the course of the Project, including, but not
limited to: (i) requests for information; (ii) submittals; (iii) potential change
orders; (iv) meeting minutes; (v) pencil copy invoices; (vi) drawings and
specifications;(vii) punchlist; and (viii) other documents as may be designated
by the Department.

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

b. Invoice Submittal. The Design -Builder shall create and submit payment
requests in an electronic format through the DC Vendor Portal,
https://vendorportal.dc.gov. The Design-Builder shall submit proper invoices on
a monthly basis. To constitute a proper invoice, the Design -Builder shall enter
all required information into the Portal after selecting the applicable purchase
order number which is listed on the Design-Builder’s profile.
5.20 Conformance with Laws.
It shall be the responsibility of the Design -Builder to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all applicable statutes, laws,
codes, ordinances, regulations, rules, requirements, orders, and policies of governmental
bodies, including, without limitation, the U.S. Government and the District of Columbia
government; and it is the sole responsibility of the Design -Builder to d etermine the
Procurement Regulations, statutes, laws, codes, ordinances, regulatio ns, rules, requirements
and orders that apply and their effect on the Design -Builder’s obligations thereunder.
Licensing, Accreditation and Registration
The Design-Builder and all of its subcontractors and subconsultants (regardless of tier)
shall comply with all applicable District of Columbia, state, and federal licensing, accreditation,
and registration requirements and standards necessary for the performance of the Agreement.
Without limiting the generality of the foregoing, all drawings shall be signed and sealed by a
professional architect or engineer licensed in the District of Columbia.

5.21 Construction Phase Deliverables.
The deliverables set forth in Exhibit K are required during the Construction Phase.
5.22 Close-Out Deliverables.
The deliverables set forth in Exhibit K are required during the Project’s Close-Out and
prior to Final Payment, as set forth in Section 10.11 and below:
a) A complete set of the Design-Builder’s Project files.
b) A complete set of product manuals (O&M), training videos, warranties, etc.
c) As built record drawings (BIM Revit).
d) Proposed schedule of maintenance.
e) Environmental, health & safety documents.
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ARTICLE 6 - DESIGNATED REPRESENTATIVES
6.1 Department’s Designated Representative.
The Department designates the individual(s) identified in Exhibit N 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 N, these representative(s) shall have the exclusive authority to make decisions on
behalf of the Department concerning estimates and schedules, construction budgets, changes
in the Work, and execution of Change Orders, Contract Modifications or Change Direc tives,
and shall render such decisions promptly and furnish information expeditiously, so as to avoid
unreasonable delay in the services or performance of the Work of the Design-Builder. In order
for the Department to effectively manage the Project and assure that the Design -Builder does
not receive conflicting instructions regarding the Work, the Design -Builder shall promptly
notify the Department’s representative upon receiving any instructions or other communication
in connection with the Design-Builder’s Work from any employee of the Department or other
purported agent of the Department other than the Department’s designated representative.
6.2 Design-Builder’s Designated Representative.
The Design -Builder designates the individual(s) identified in Exhibit M as its
representative with express authority to bind the Design -Builder with respect to all matters
requiring the Design-Builder’s approval or authorization. In addition, the Department retains
the right to approve candidates to serve as on -site personnel in accordance with each
candidate’s experience with similar projects and local marketplace conditions. Once approved,
individuals cannot be changed without the Department’s prior approval. During the entire term
of the Agreement, it is agreed that the Desi gn-Builder’s designated representative will devote
his or her time exclusively to the Project, unless the Department consents to a reduction in time.
All services provided by the Design-Builder shall be performed in accordance with the highest
professional standards recognized and adhered to by design-builders that 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 DESIGN &
PRECONSTRUCTION PHASE SERVICES

7.1 Compensation

7.1.1 The Department shall compensate and make payments to the Design -Builder
for Design & Preconstruction Services in accordance with Article 7 and Article 10. For
Preconstruction Services, the Design-Builder’s compensation shall be as set forth in the Project
Information Section of this Agreement (the “Preconstruction Fee”). The Preconstruction Fee
shall be the Design -Builder’s sole compensation for Preconstruction Phase Services. The
Preconstruction Fee shall include, but not be limited to, amounts necessary to compensate the
Design-Builder for:
1. Profit;
2. Home Office Overhead;
3. Fringe Benefits associated with staff costs;
4. Payroll taxes associated with staff costs;
5. Staff costs associated with obtaining permits and approvals
during the Design & Preconstruction Phase;
6. Out-of-house consultants;
7. Travel, Living and Relocation expenses;
8. Job vehicles;
9. Office equipment including but not limited to:
a. Computer hardware and software;
b. Fax machines; and
c. Copying machines;
10. Office supplies;
11. Telephone; and
12. Local delivery and overnight delivery costs.
7.1.2 The Department shall compensate and make payments to the Design -
Builder for design services in accordance with this Article 7 and Article 10. For design
services, the Design-Builder’s compensation shall not exceed the amount set forth in the
Project Information Section of this Agreement (the “Design Fee”).
7.2 Payments

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

8.1 Compensation.
The Department shall compensate and make payments to the Design -Builder for
Construction Phase Services in accordance with this Article 8 and Article 10. For the
Construction Phase Services, the Design -Builder’s total compensation shall be as set forth in
the Project Information Section of this Agreement (the “Design -Build Fee”). The Design -
Builder acknowledges and agrees that the percentage of the total amount of the Design-Build
Fee set forth in the Project Information Section of this Agreement is at risk (the “At Risk
Portion”), and the Design-Builder shall only be entitled to the At Risk Portion as set forth
below. Unless and until the Design-Builder’s entitlement to any subset of the At Risk Portion
is determined by the Department, the Design -Builder shall only be entitled to bill for the
portion of the Design-Build Fee that is not at risk (the “Base Design-Build Fee”). The Design-
Build Fee shall be billed in accordance with Article 10, to be paid in equal monthly installments
over the anticipated duration of the Construction Phase. To the extent that the duration of the
Agreement is extended, the then remaining amounts of the Design -Build Fee will be re-
allocated such that the then existing portion of the Design-Build Fee shall be evenly spread over
the then remaining duration of the Construction Phase.
8.1.1 Award Fee Pool. The At Risk Portion shall be used to establish and fund
an award fee pool (“the Award Fee Pool”). Within sixty (60) days after
approval and fully execution of this Agreement, the Department shall appoint
a committee that will determine entitlement to those portions of the Award
Fee Pool so designated below (such committee, the “Award Fee Evaluation
Committee”). The Award Fee Evaluation Committee will consist of: (i) 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.
8.1.2 The Design-Builder may earn the At Risk Portion of the Design Build Fee in
accordance with Exhibit P.
8.2 Lump Sum General Conditions Cost.
The Contractor shall propose a lump sum amount for the General Conditions Cost, and
this lump sum amount shall be the extent of what the Design-Builder is entitled to recover for
the cost of General Conditions (such cost, the “Lump Sum General Conditions Cost”). The
Lum Sum General Conditions Cost shall not be increased or decreased as a result of Change
Orders or Change Directives unless such changes: (i) extend the duration of the Project beyond
the time identified in Section 1.5; and (ii) the Design -Builder can demonstrate to the
satisfaction of the Department that such additional General Conditions costs are necessary and
not due to any fault of the Design -Builder, its subco ntractors, materialmen, consultants or
anyone making claims thereunder. To the extent the Design-Builder incurs General Conditions
Costs in excess of the Lump Sum General Conditions Cost, the Design -Builder shall not be
entitled to reimbursement for such amounts unless the Department authorizes, by written
Contract Modification, an increase to the Lump Sum General Conditions Cost. Nonetheless, in
such an event, if the Design -Builder exceeds the Lump Sum General Conditions Cost, the
Design-Builder shall continue to be required to adequately staff the Projec t and provide all
Construction Services.
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8.3 Project Budget.
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
Design-Builder be entitled to recover more than the Initial NTE unless the Design -Builder 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 Design -Builder 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 “capita l” expense under the Department’s financial
guidelines to the extent capital money is to be expended. In making such a request, the Design-
Builder shall submit an itemized breakdown of the work that the Design -Builder seeks to
release using funds from the Initial NTE as well as the associated costs of such work.
8.3.1 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 Design-Builder pursuant to this Agreement, and
in no event shall the Design-Builder be entitled to recover more than the Project Budget
unless the Design-Builder is authorized to exceed the Project Budget by the Department in
advance and in writing. The Design-Builder shall inform the Department's Contracting
Officer within fifteen (15) calendar days of when the Design-Builder encounters any foreseen
or unforeseen Project related events, which might reasonably affect: (i) existing Project
Budget; or (ii) DC council-authorized appropriations.

8.4 No Adjustments to Fee.
It is the Department’s intent to engage the Design-Builder to develop a GMP that meets the
requirements set forth in by the Client Agency and the Project Budget as set forth herein ( i.e.
designed to budget), to allow for Substantial Completion of the Work to be achieved no later
than the Substantial Completion Date. The Design-Builder shall be entitled to an adjustment
to the Design-Build 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 Design -Builder’s original concept estimate by more
than five percent (5%); or (ii) the Department makes additions to the scope provided for herein
which (other than for punchlist or warranty work) which requires the Design-Builder’s services
at the Project to extend 30 days or more beyond the Substantial Completion Date. With regard
to Change Orders issued after the GMP is established, the Design -Builder shall be entitled to
an increase in the Design-Build Fee to the extent, and only to the extent, that: (i) the Department
has added a new programmatic element to the Project; or (ii) the Department made additions to
the GMP scope which (other than punchlist or warranty work) require the Design-Builder’s
services at the Project to extend 30 days or more beyond the Substantial Completion Date.

8.5 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:
8.5.1 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.
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8.5.2 Rented Equipment. Payment for required equipment rented from an
outside company that is neither an affiliate of, nor a subsidiary of, the Design -Builder will be
based on receipted invoices which shall not exceed rates given in the current edition of the
Rental Rate Blue Book for Construction Equipment published online by Data Quest. If actual
rental rates exceed manual rates, written justification shall be furnished to the Contracting
Officer for consideration. No additional allowance will be made for overh ead and profit. The
Design-Builder shall submit written certification to the Contracting Officer that any required
rented equipment is neither owned by nor rented from the Design -Builder or an affiliate of or
subsidiary of the Design-Builder.
8.5.3 Design-Builder’s Equipment. Payment for required equipment owned
by the Design-Builder or an affiliate of the Design -Builder will be based solely on an hourly
rate derived by dividing the current appropriate monthly rate by 176 hours. No payment will
be made under any circumstances for repair costs, freight and tr ansportation 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.
8.5.4 Materials. Incorporated and unincorporated materials as permitted
under Section 9.1.
8.5.5 Direct Cost of the Work does not, however, include home office
overhead, field supervision, general conditions or profit of either the Subcontractor or the
Design-Builder. No personnel above the level of a working foreman shall be considered a
Direct Cost of the Work.
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ARTICLE 9 - COST OF THE WORK FOR CONSTRUCTION PHASE

9.1 Cost of the Work.
The term “Cost of the Work” shall mean the costs necessarily incurred by the Design-
Builder in the proper performance of the Work and shall include only the following:
9.1.1 Payments made by the Design -Builder to Subcontractors and suppliers,
other than design subconsultants, but only in accordance with the
subcontracts and supply agreements;
9.1.2 Payments made by the Design -Builder to its design consultants and
subconsultants; provided, however, that the Design -Builder shall not be
reimbursed for the costs of design services in excess of the Design Fee;
9.1.3 All amounts due to the Design-Builder under the terms of the Department's
written authorization for the Design -Builder to perform any portion of the
Work as Self -Performed Work. If authorization for the Design -Builder to
engage in Self-Performed Work is not on a fixed-price basis, then, as to that
Work, the following costs shall be within the Cost of the Work:
(a) Labor. Properly documented wages actually paid to Project foremen,
construction workers, and other personnel in the direct employ of the Design -Builder, while
engaged in approved Self-Performed Work, together with contributions, assessments, payroll
taxes, or 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 Design -Builder’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 proc eeds to the
Department or give the Department a credit in the amount of the proceeds against the Cost of
the Work.
9.1.4 Royalty and license fees paid for use of a design, process or product, if
its use is required by this Agreement or has been approved in advance by the Department;
9.1.5 Fees for obtaining all required approvals or permits associated with any
abatement, demolition, utilities abandonment, and utility relocation (including utility
connection fees), including any and all building and/or trade permits fees;
9.1.6 All performance and payment bonds and general liability insurance.
The Department may, in its sole discretion, allow the Design-Builder to recover the costs of
subcontractor default insurance at a mutually agreed upon rate in lieu of trade level bonds,
provided that such insurance be approved by the Department in advance and after being
presented with a cost-benefit analysis of such use;
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9.1.7 All fees and other costs necessarily incurred to carry out testing and
inspection required by the Agreement or applicable laws, or otherwise to maintain proper
quality assurance. The costs the Design -Builder incurs to schedule and coordinate any
additional testing and inspections the Department may decide to conduct itself shall be within
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 wh ich case the
Design-Builder shall pay the costs, without reimbursement;
9.1.8 All bonds to jurisdictional agencies (utilities, storm water management,
land disturbance, and grading);
9.1.9 The Cost of General Conditions, subject however to the Maximum Cost
of General Conditions; and
9.1.10 Costs of repairing or correcting damaged or nonconforming Work
executed by the Design -Builder’s Architect, or Design -Builder’s other consultants,
Subcontractors or suppliers, provided that such damaged or nonconforming Work was not
caused by negligence or failure to fulfill a specific responsibility of the Design -Builder, and
only to the extent that the cost of repair or correction is not recoverable by the Design-Builder
from insurance, sureties, Subcontractors or suppliers. It is understood that the cost of repairing,
correcting damaged or nonconforming Work that was Self -Performed shall not be
reimbursable in any event.
9.2 Lump Sum Cost of General Conditions.
Items included in the Cost of General Conditions are all items necessary to perform
Construction Phase Services described herein including:
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 permit expeditors, safety managers,
and schedulers;
f) Job vehicles;
g) The field office for the Design -Builder including but not limited to: (i)
trailer purchase and/or rent; (ii) field office installation, relocation, and
removal; (iii) utility connections and charges during the Construction
Phase; (iv) furniture; and (vi) 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) Parking costs for the construction staff;
n) Salting sidewalks and shoveling snow on sidewalks that surround the site;
and
o) Exterior site fencing, fence wrapping, and construction signage.
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9.3 Non-Reimbursable Costs.
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:

a) Any personnel or labor costs other than those provided for in Section 9.2. (a) or
Section 9.1.3 (a).
b) Fees for any permits or licenses the Design-Builder requires to conduct its general
business operations.
c) Capital expenses and interest on capital employed for the Work.
d) The cost of home or regional offices, it is understood that compensation for such
costs is included in the design-build fee.
e) Sales or use taxes unless the Design -Builder establishes that applicable law
required payment of such taxes.
f) Costs due to the errors or omissions of the Design-Builder or its subcontractors or
suppliers at all tiers, negligent or otherwise.
g) Costs dues to breach of Contract by the Design -Builder or its subcontractors or
material suppliers at all tiers, including, without limitation, costs arising from
defective or damaged work or its correction, disposal of materials or equipment
erroneously supplied, and repairs to property damaged by the Design -Builder or
its subcontractors or material suppliers at all tiers.
h) Any costs incurred in performing work of any kind before Preconstruction NTP,
unless specifically authorized by the Department in advance and in writing.
i) Direct or indirect costs of any kind, except those expressly included in Section 9.1.

9.4 Discounts, Rebates and Refunds.

9.4.1 Cash discounts obtained on payments made by the Design-Builder shall accrue to
the Department if: (i) before making such payment(s), the Design -Builder included them in
an Application for Payment and received payment therefor from the Department; or (ii) the
Department has deposited funds with the Design-Builder with which to make such payment(s).
All other cash discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds
and amounts received from sales of surplus materials and equipment shall accrue to the
Department, and the Design-Builder 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.
9.5 Facilitating Tax Exempt Purchases.
The Department expects that the Project will qualify as tax -exempt under applicable
laws. Upon request, the Department will provide the Design -Builder with the necessary
information relating to the tax exemption. In the event any savings are attributable to the tax-
exempt status of the Project, the Design-Builder shall not be entitled to share in such savings.
9.6 Accounting Records.
The Design-Builder shall keep full and detailed accounts and exercise such controls as
may be necessary for proper financial management under the Agreement. The Design-Builder’s
accounting and control systems shall be satisfactory to the Department. The De partment, its
representatives, and the Department’s accountants shall be afforded access to
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the Design -Builder’s records, books, correspondence, instruction, drawings, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project, and
the Design -Builder shall preserve such Project documentation relating to the Project for a
period of three years after final payment, or for such longer period as may be required by law.
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ARTICLE 10 - CONSTRUCTION PHASE PAYMENTS

10.1 Progress Payments.
The Design-Builder shall be compensated in a series of progress payments and a Final
Payment, for Work completed in accordance with the Agreement, and for which proper
Applications for Payment have been submitted and approved. The amount of each progress
payment shall be as follows:
The Cost of Work completed to date
Plus Cost of Work for Pay Period x 60% Design-Build Fee
Current approved estimated
Cost of Work through Final Completion
Plus Any subset of the Design-Build Fee to which the Department has determined the
Design-Builder to be Entitled
Minus Applicable retainage
Minus Amounts previously paid by the Department
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) Design-Build 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 at its sole and absolute discretion may elect to increase the retention
on any trade Subcontractor up to ten percent (10%), in the event the Department determines
that the situation so warrants. The Department also 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.
10.3 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
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to the site, and suitably stored. Such requests shall be documented by appropriate invoices and
bills of sale. Payment for stored materials shall be conditioned also on the Design -Builder’s
representation that it has inspected the material and found it to be free from defect and
otherwise in conformity with this Agreement, and on satisfactory evidence that the mate rials
are insured under the builder’s risk policy. Further, if the Design -Builder requests the
Department to allow payments for storage of materials offsite, the Design -Builder shall be
required, inter alia, to agree to execution of proper Project document ation to afford the
Department a secured interest in the materials upon payment.
10.4 Design-Builder’s Certification.
Each Application for Payment shall be accompanied by the Design -Builder's signed
certification that:
10.4.1. all amounts paid to the Design -Builder on the previous Application for
Payment that were attributable to Subcontractor Work or to materials or equipment being
supplied by any supplier have been paid over to the appropriate Subcontractors and suppliers;
10.4.2. 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;
10.4.3. that all Work, materials or equipment for which payment is sought is, to the
best of the Design-Builder's knowledge, free from defect and meets all of the requirements set
forth in the Agreement:
10.4.4. that the Design-Builder’s subcontracts include the clauses required by
subparagraphs (1) through (4) of D.C. Official Code §2-221.02(d) (2017).
10.4.5. The Design-Builder shall not include in an Application for Payment amounts
for Work for which the Design-Builder does not intend to pay.
10.5 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 H for the
Design-Builder and all Subcontractors and material suppliers at all tiers who have supplied
labor or material or both for which payment is requested, subject only to receipt of payment. If
the Department so requests, the Design-Builder shall also submit unconditional waivers of liens
for itself and all Subcontractors and material suppliers at all tiers with respect to Work or
materials or equipment for which payment has been previously made, and additional forms of
waiver acknowledging receipt of final payment under the Agreement, and providing final
release of such liens.
10.6 Warranty of Title.
By submitting an Application for Payment, the Design -Builder warrants to the
Department that title to all Work for which payment is sought will pass to the Department,
without liens, claims, or other encumbrances, upon the receipt of payment by the Department.
The Department may require execution of appropriate Project Documents to confirm passage
of clear title. Passage of title shall not operate to pass the risk of loss with respect to the Work
in question. Risk of loss remains with the Design-Builder until Substantial Completion, unless
otherwise agreed by the Department, in writing.
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10.7 Submission.
On the twenty -fifth day of each month the Design -Builder shall submit to the
Department (with a copy to the Program Manager) an Application for Payment, which
Application for Payment shall cover the entire month during which the Application for
Payment is submitted. All amounts formally submitted via Application for Payment and not
disputed by the Department shall be due and payable on the last day of the month following
submission or, if that is not a business day, on the following business day. If the Design-Builder
and Department are unable to agree on the amounts properly due and owing, the Department
shall pay in accordance with its good faith determination and the Design -Builder may protest
and pursue a claim as provided in this Agreement and the Stand ard Contract Provisions
(Construction Contracts and Architectural and Engineering Services Contracts).
10.8 Right to Withhold Payments.
The Department will notify the Design -Builder within fifteen (15) days after receiving any
Application for Payment of any defect in the Application for Payment or the Design-Builder’s
performance which may result in the Department’s declining to pay all or a part of the requested
amount. The Department may withhold payment from the Design-Builder, in whole or part, as
appropriate, if:
10.8.1 the Work is defective and such defects have not been remedied; or
10.8.2 the Department has determined that the Design-Builder’s progress has fallen
behind the Project Schedule, and the Design-Builder fails, within ten (10) calendar days of the
Department’s written demand, to provide the Department with a realistic and acceptable
Recovery Plan in accordance with Section 5.19; or
10.8.3 the Design -Builder's monthly schedule update reflects that the Design -
Builder has fallen behind the Project Schedule, and the Design -Builder fails to include, in the
same monthly report, a realistic and acceptable Recovery Plan in accordance with Section 5.19;
or
10.8.4 the Design-Builder has failed to provide reports in full compliance with
Section 5.5 of this Agreement; or
10.8.5 the Design-Builder has failed to pay Subcontractors or suppliers promptly or
has made false or inaccurate certifications that payments to Subcontractors or suppliers are due
or have been made; or
10.8.6 any mechanic’s lien has been filed against the Department, the site or
any portion thereof or interest therein, or any improvements on the site, even though the
Department has paid all undisputed amounts due to the Design -Builder, and the Design -
Builder, upon notice, has failed to remove the lien, by bonding it off or otherwise, within ten
(10) calendar days; or
10.8.7 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
10.8.8 the Department has reasonable evidence that the Work cannot be
completed for the unpaid balance of the GMP; or
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10.8.9 the Design-Builder is otherwise in substantial breach of this Agreement
including, without limitation, failures to comply with LSDBE Utilization requirements; or
10.8.10 the Application for Payment is incomplete, unsubstantiated and/or does
not contain sufficient documentation for evaluation by the Contracting Officer.
10.9 Payment Not Acceptance.
Payment of any progress payment or final payment shall not constitute acceptance of Work
that is defective or otherwise fails to conform to the Agreement, or a waiver of any rights or
remedies the Department may have with respect to defective or nonconforming Work.
10.10 Department Not Obligated to Others.
The Department shall have no obligation to pay or be responsible in any way for payments to
a consultant or subcontractor performing portions of the Work.
10.11 Final Payment.
A final payment (“Final Payment”) shall be made by the Department to the Design -Builder
when: (i) Final Completion has been achieved; (ii) all deliverables set forth in Section 5.14,
have been delivered to and are accepted by the Department; (iii) the Design -Builder provides
the Department a complete set of product manuals (O&M), training videos, and warranties, as
applicable; and (iv) a complete final Application for Payment and a final accounting for the
Cost of the Work have been submitted by the Design-Builder and reviewed by the Department
and, to the extent the Department determines appropriate, the Department’s accountants. The
Department shall make Final Payment not more than thirty (30) days after the Department
verifies the amount of the final payment set forth in a complete final Application for Payment.
10.11.1 The amount of the Final Payment shall be calculated as follows:

10.11.1.1 Take the sum of the Cost of the Work substantiated by the
Design-Builder’s final accounting and the Design-Build Fee; but not more than the GMP.

10.11.1.2 Subtract amounts, if any, for which the Department withholds
pursuant to the Agreement.
10.11.1.3 Subtract the aggregate of previous payments made by the
Department. (If the aggregate of previous payments made by the Department exceeds the
amount due the Design-Builder, the Design-Builder shall promptly reimburse the difference to
the Department).
10.11.1.4 The Final Payment shall take into account any savings accruing
to the Department or the Design-Builder.
10.11.1.5 The Department will review and report in writing on the Design-
Builder’s final accounting within 30 days after delivery of the final accounting to the
Department by the Design-Builder. Based upon 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 Design -Builder
of any amount that the Department will withhold and the reasons therefor. The time periods
stated in this Section 10.12.1.5 supersede those for typical progress payments.
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10.11.1.6 If the Department determines that the Cost of the Work is other
than that claimed by the Design -Builder, the Design -Builder shall be entitled to proceed in
accordance with Article 3 of the Standard Contract Provisions (Construction Contracts).
Pending a final resolution of the disputed amount, the Department shall pay the Design-Builder
the amount that the Department determines to be appropriate.
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ARTICLE 11 – INSURANCE

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

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

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

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

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

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

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

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

3. Workers’ Compensation Insurance - The Contractor shall provide evidence
satisfactory to the CO of Workers’ Compensation insurance in accordance with the
statutory mandates of the District of Columbia or the jurisdiction in which the contract
is performed.
Employer’s Liability Insurance - The Contractor shall provide evidence satisfactory to
the CO of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000
per employee for disease; and $500,000 for policy disease limit.
The Workers Compensation and Employers Liability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District
of Columbia.
b) Where applicable, include United States Longshore and Harbor Workers
Compensation Act (USL&H)
c) Where applicable, include Jones Act Coverage for seamen or crew members
on an “if any” basis.

4. Media Liability and Network Security/Privacy (Cyber) Liability Insurance
covering acts, errors, omissions, and violation of any consumer protection laws arising
out of Contractor’s operations or services with a limit of $2,000,000 per claim and in
the aggregate. Such coverage shall include but not be limited to, third party and first
party coverage for loss or disclosure of any data, including personally i dentifiable
information and payment card information, network security failure, violation of any
consumer protection laws, unauthorized access and/or use or other intrusions,
infringement of any intellectual property rights (except patent), negligence or breach of

duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy,
or violations of any other legal protections for personal information, defamation, libel,
slander, commercial disparagement, negligent transmission of computer virus, or use
of computer networks in connection with denial of service attacks. Such coverage shall
include regulatory defense and fines/penalties in any jurisdiction anywhere in the world.
Such coverage shall include contractual privacy coverage for data breach response and
crisis management costs that would be incurred by Contractor on behalf of The
Government of the District of Columbia in the event of a data breach including legal
and forensic expenses, notification costs, credit monitoring costs, and costs to operate
a call center. Contractor shall maintain coverage in force during the term of this
Agreement and for an extended reporting period of not less than two (2) years after.

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

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

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

8. Environmental Liability/Contractors Pollution 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 apply
to bodily injury, property damage (including loss of use of damaged property or of

property that has been physically injured), clean -up costs, transit and non -owned
disposal sites. Coverage shall extend to defense costs and expenses incurred in the
investigation, civil fines, penalties and damages or settlements. There shall be neither
an exclusion nor a sublimit for mold or fungus-related claims, legionella, asbestos, lead
paint, or silica. The minimum limits required under this paragraph shall be $2,000,000
per occurrence and $2,000,000 in the annual aggregate. If such coverage is written on
a claims -made basis, the Contractor warrants that any retroactive date applicable to
coverages under the policy precedes the Contractor’s performance of any work under
the Contract and that continuous 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) acc epting,
storing or disposing hazardous materials or other waste as a result of the Contractor’s
operations. Such coverages must be maintained with limits of at least the amounts set
forth above.

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

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

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

11. Railroad Protective Liability Insurance (RPL) - The Contractor shall provide evidence
satisfactory to the CO of a RPL policy with respect to activities Contractor,

or any of its officers, agents, employees, members, successors and assigns, or
subcontractors, perform within fifty (50) feet vertically or horizontally of railroad
tracks, but only prior to the initiation of any such activity, Contractor shall provide
Railroad Protective Liability Insurance (ISO CG 00 35 or equivalent), in the name of
the applicable railroad. The policy shall have limits of liability of not less than Ten
Million Dollars ($10,000,000.00) per occurrence, combined single limits, for coverage
A & B, for losses arising out of injury to or death of any person, and for physical loss
or damage to or destruction of property, including the loss of use thereof. A Ten Million
Dollar ($10,000,000.00) annual aggregate may apply.
If Applicable
Riggers Liability – If and to the extent Contractor’s services or scope of Work
call for, require, or involve the lifting, picking, rigging and setting of others property,
materials or equipment, Contractor shall procure, maintain and pay for Riggers Liability
Insurance to insure against physical loss of or damage in amounts sufficient to insure
the full market value and / or replacement costs of the property, materials or equipment
being lifted, with a minimum liability limit of $5,000,000. In addition to replacing any
property, materials or equipment damaged through Contractor’s work involving the
lifting, picking, rigging and or setting, Contractors shall also be responsible for all
consequential loss of use, and delay damages involved in replacing and / or repairi ng
the damaged property, materials, or equipment. Failure to carry appropriate insurance
and / or failure to carry adequate limits shall not relieve Contractor from its indemnity
and contractual obligations herein.
Construction Projects Controlled by the District
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 satisfies the interests of the Contractor.
Builders Risk – The District shall purchase and maintain, in a company authorized to do
business in the jurisdiction in which the project is located, builders risk insurance, written on
an “all risk”, special causes of loss or equivalent form. Builders risk coverage will include
boiler and machinery / equipment breakdown, 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 deductible for Frame or Joisted Masonry construction shall not exceed $50,000.
The project limit shall equal the replacement value of the structure, including coverage
for property in transit and stored off premises.
At the discretion of the District, builders risk coverage will extend to soft costs and
delayed completion.
Builders risk insurance shall include the interests of The Government of the District of
Columbia, the Contractor, Subcontractors and Sub – subcontractors in the project.

C. SUBCONTRACTOR INSURANCE REQUIREMENTS
Any and all subcontractors engaged by Contractor for work under this agreement shall
be required to have the same insured required of Contractor. Should the Contractor wish to
propose different insurance requirements for the subcontractor than the ones outlined in the
Contract, then, prior to commencement of work by the subcontractor, the Contractor shall
submit in writing the name and brief description of work to be performed by the subcontractor
to the CO. The CO will promptly provide in writing to the Contractor with a decision regarding
the insurance requirements applicable to the subcontractor. When requested by the CO, the
Contractor must provide proof of the subcontractor's required insurance prior to
commencement of work by the subcontractor.
D. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution
from any other insurance, reinsurance or self-insurance including any deductible or retention,
maintained by the Government of the District of Columbia.

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

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

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

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

I. NOTIFICATION. The Contractor shall ensure that all policies provide that the
CO shall be given thirty (30) days prior written notice in the event of cancellation, 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
coverage, or otherwise altered. Certificates of insurance must reference the
corresponding contract number. Evidence of insurance shall be submitted
electronically to james.marshall@dc.gov

The CO may request, and the Contractor shall promptly deliver updated
certificates of insurance, endorsements indicating the required coverages, and/or
certified copies of the insurance policies. If the insurance initially obtained by the
Contractor expires prior to completion of the contract, renewal certificates of insurance
and additional insured and other endorsements shall be furnished to the CO prior to the
date of expiration of all such initial insurance. For all coverage required to be
maintained after completion, an additional certificate of insurance evidencing such
coverage shall be submitted to the CO on an annual basis as the coverage is renewed
(or replaced).
K. DISCLOSURE OF INFORMATION. The Contractor agrees that The Government of
the District of Columbia may disclose the name and contact information of its insurers
to any third party which presents a claim against The Government of the District of
Columbia for any damages or claims resulting from or arising out of work performed
by the Contractor, its agents, employees, servants or subcontractors in the performance
of this contract.

L. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in
connection with this contract shall be written by insurance companies with an A.M.
Best Insurance Guide rating of at least A- VII or better (or the equivalent by any other
rating agency) and licensed in the District of Columbia.
M. WARRANTIES. When applicable, the Contractor should be named as an additional
insured on the applicable manufacturer’s/distributer’s Commercial General Liability
policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another
occurrence-based form with coverage at least as broad). CO should collect, review for
accuracy, and maintain all warranties for goods and services.

ARTICLE 12- BONDS

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

ARTICLE 13 - ECONOMIC INCLUSION REQUIREMENTS

13.1 LSDBE Utilization.

If the Design-Builder subcontracts any work, at least (35%) of the dollar volume of
the Agreement shall be subcontracted with small business enterprises (“SBE”). If there
are insufficient qualified SBEs then the subcontracting may be satisfied by
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 Design-Builder has developed a Subcontracting Plan
that is attached hereto as Exhibit D. The Design -Builder shall comply with the terms of the
SBE Subcontracting Plan in making purchases and administering its subcontracts and supply
agreements.

13.2 Mandatory Subcontracting Requirements

13.2.1 Unless the Director of the Department of Small and Local Business
Development (DSLBD) has approved a waiver in writing, in accordance with D.C. Official
Code § 2-218.51, for all contracts in excess of $250,000, at least 35% of the dollar volume of
the contract shall be subcontracted to qualified small business enterprises (SBEs).
13.2.2 If there are insufficient SBEs to completely fulfill the requirement of Section
13.2.1, then the subcontracting may be satisfied by subcontracting 35% of the dollar volume
to any qualified certified business enterprises (CBEs); provided, however, that all reasonable
efforts shall be made to ensure that SBEs are significant participants in the overall
subcontracting work.
13.2.3 A prime contractor that is certified by DSLBD as a small, local or
disadvantaged business enterprise shall not be required to comply with the provisions of
Sections 13.2.1 and 13.2.2.
13.2.4 Except as provided in Sections 13.2.1 and 13.2.2, a prime contractor that is a
CBE and has been granted a proposal preference pursuant to D.C. Official Code § 2-218.43,
or is selected through a set-aside program, shall perform at least 35% of the contracting effort
with its own organization and resources and, if it subcontracts, 35% of the subcontracting
effort shall be with CBEs. A CBE prime contractor that performs less than 35% of the
contracting effort shall be subject to enforcement actions under D.C. Off icial Code § 2 -
218.63.
13.2.5 A prime contractor that is a certified joint venture and has been granted a
proposal preference pursuant to D.C. Official Code § 2-218.43, or is selected through a set-
aside program, shall perform at least 50% of the contracting effort with its own 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.

13.2.6 Each CBE utilized to meet these subcontracting requirements shall
perform at least 35% of its contracting effort with its own organization and resources.
13.2.7 A prime contractor that is a CBE and has been granted a proposal
preference pursuant to D.C. Official Code § 2 -218.43, or is selected through a set -
aside program, shall perform at least 50% of the on -site work with its own
organization and resources if the contract is $1 million or less.
13.3 Subcontracting Plan (Exhibit D)
An Offeror that is obligated to subcontract shall be required to submit with its Proposal,
any subcontracting plan required by law. If the Agreement is in excess of $250,000, at least
35% of the dollar volume of the Agreement shall be subcontracted in accordance with the
SBE Subcontracting Plan (Exhibit D).
13.4 Copies of Subcontracts
Within twenty-one (21) days of the date of award, the Contractor shall provide fully
executed copies of all subcontracts identified in the subcontracting plan to the CO, City
Administrator (“CA”), District of Columbia Auditor and the Director of DSLBD.
13.5 Subcontracting Plan Compliance Reporting
13.5.1 If the Contractor has a subcontracting plan required by law for this contract,
the Contractor shall submit a quarterly report to the Contracting Officer, District of
Columbia Auditor, and the Director of DSLBD. The quarterly report shall include the
following information for each subcontract identified in the subcontracting plan:
(A) The price that the prime contractor will pay each subcontractor under
the subcontract;
(B) A description of the goods procured or the services subcontracted for;
(C) The amount paid by the prime contractor under the subcontract; and
(D) A copy of the fully executed subcontract, if it was not provided with
an earlier quarterly report.

13.5.2 If the fully executed subcontract is not provided with the quarterly report,
the prime contractor will not receive credit toward its subcontracting requirements for
that subcontract.
13.6 Annual Meetings
Upon at least 30 -days written notice provided by DSLBD, the Contractor shall meet
annually with the CO, CA, District of Columbia Auditor and the Director of DSLBD to
provide an update on its subcontracting plan.
13.7 DSLBD Notices
The Contractor shall provide written notice to the DSLBD and the District of Columbia
Auditor upon commencement of the contract and when the contract is completed.
13.8 Enforcement and Penalties for Breach of Subcontracting Plan

13.8.1 A contractor shall be deemed to have breached a subcontracting plan required
by law, if the contractor (i) fails to submit subcontracting plan monitoring or compliance
reports or other required subcontracting information in a reasonably timely manner; (ii)
submits a monitoring or compliance report or other required subcont racting information
containing a materially false statement; or (iii) fails to meet its subcontracting requirements.
13.8.2 A contractor that is found to have breached its subcontracting plan for
utilization of CBEs in the performance of a contract shall be subject to the imposition of
penalties, including monetary fines in accordance with D.C. Official Code § 2-218.63.
13.8.3 If the CO determines the Contractor’s failure to be a material breach of the
contract, the CO shall have cause to terminate the contract under the default provisions of
the Standard Contract Provisions for Construction Contracts ( Exhibit C1 ) and Standard
Contract Provisions for Architectural and Engineering Contracts (Exhibit C2).
13.8.4 Neither the Design-Builder nor a Subcontractor may remove a Subcontractor
or tier-Subcontractor if such Subcontractor or tier -Subcontractor is certified as an LSDBE
company unless the Department approves of such removal, in writing. The Department may
condition its approval upon the Design-Builder developing a plan that is, in the Department’s
sole and absolute judgment, adequate to maintain the level of LSDBE participation on the
Project.
13.9 51% District Residents New Hires Requirements and First Source
Employment Agreement
13.9.1 For contracts for services in the amount of $300,000 or more, the Design -
Builder shall comply with the First Source Employment Agreement Act of 1984, as
amended, D.C. Official Code § 2-219.01 et seq. (“First Source Act”).
13.9.2 The Design -Builder shall enter into and maintain during the term of the
Contract, a First Source Employment Agreement (Employment Agreement) ( Exhibit E)
with the District of Columbia Department of Employment Service’s (“DOES”), in which
the Design-Builder shall agree that: (a) The first source for finding employees to fill all jobs
created in order to perform the Contract shall be the First Source Register; and (b) the first
source for finding employees to fill any vacancy occurring in all jobs covered by the
Employment Agreement shall be the First Source Register.
13.9.3 If applicable, the Design-Builder shall comply with subchapter X of Chapter
II of Title 2, and all successor acts thereto, including by not limited to the Workforce
Intermediary Establishment and Reform of First Source Amendment Act of 2011, and the
rules and regulations promulgated thereunder, including, but not limited t o the following
requirements:
a) At least twenty percent (20%) of journey worker hours by trade shall be performed
by District residents;
b) At least sixty percent (60%) of apprentice hours by trade shall be performed by
District residents;
c) At least fifty one percent (51%) of the skilled laborer hours by trade shall be
performed by District residents; and

d) At least seventy percent (70%) of common laborer hours shall be performed by
District residents.
13.9.4 The Design -Builder shall not begin performance of the Contract until its
Employment Agreement has been accepted by DOES. Once approved, the Employment
Agreement shall not be amended except with the approval of DOES.
13.9.5 The Design-Builder agrees that at least 51% of the new employees hired to
perform the Contract shall be District residents. The Design -Builder shall ensure that at
least fifty -one percent (51%) of the Design -Builder and every sub -consultant’s and
subcontractor’s employees hired after the effective date of the Agreement, or after such
subconsultant or subcontractor enters into a contract with the Design -Builder, to work on
the Project shall be residents of the District of Columbia. This percentage shall be applied
in the aggregate, and not trade by trade.
13.9.6 The Contractor’s hiring and reporting requirements under the First Source
Act and any rules promulgated thereunder shall continue for the term of the Contract.
13.9.7 The CO may impose penalties, including monetary fines of 5% of the total
amount of the direct and indirect labor costs of the Contract, for a willful breach of the
Employment Agreement, failure to submit the required hiring compliance reports, or
deliberate submission of falsified data.
13.9.8 If the Design-Builder does not receive a good faith waiver, the CO may also
impose an additional penalty equal to 1/8 of 1% of the total amount of the direct and indirect
labor costs of the Contract for each percentage by which the Design -Builder fails to meet
its hiring requirements.
13.9.9 Any contractor which violates, more than once within a 10 -year timeframe,
the hiring or reporting requirements of the First Source Act shall be referred for debarment
for not more than five (5) years.
13.9.10 The Design -Builder may appeal any decision of the CO pursuant to this
clause to the DC Contract Appeals Board located at 441 4th Street, NW, Suite 350N,
Washington, DC 20001.
13.9.11 The provisions of the First Source Act do not apply to nonprofit
organizations which employ 50 employees or less.
13.9.12 Construction projects or contracts covered by Section 13.9.3 of the Contract
shall be subject to the hiring and reporting requirements set forth in this Section until
construction is completed and a final certificate of occupancy has been issued.
13.9.13 The Design -Builder shall comply with applicable laws, regulations and
special requirements of the Contract Documents regarding equal employment opportunity
and affirmative action programs. In accordance with the District of Columbia
Administrative Issuance System, Mayor’s Order 85-85 dated June 10, 1985, the forms for
completion of the Equal Employment Opportunity Information Report are incorporated
here in as (Exhibit F). A contract award cannot be made to any contractor that has not
satisfied the equal employment requirements.
13.10 Economic Inclusion Reporting Requirements
13.10.1 Upon execution of the Agreement, the Design -Builder and all its member
firms, if any, and each of its Subcontractors shall submit to the Department a list of current
employees and apprentices that will be assigned to the Agreement, the date they were hired

and whether or not they live in the District of Columbia.
13.10.2 The Design-Builder and its constituent entities shall comply with subchapter
X of Chapter II Title 2, and subchapter II of Chapter 11 of Title 1 of the D.C. Code, and all

successor acts thereto and the rules and regulations promulgated thereunder. The Design -
Builder and all member firms and Subcontractors shall execute a First Source Agreement
with DOES prior to beginning work at the Project site.
13.10.3 The Design-Builder shall maintain detailed records relating to the general
hiring of District of Columbia and community residents.
13.10.4 The Design-Builder shall be responsible for: (i) including the provisions of
Section 9.3 in all subcontracts; (ii) collecting the information required in Section 9.3 from
its Subcontractors; and (iii) providing the information collected from its Subcontrac tors in
the reports required to be submitted by the Design-Builder pursuant to Section 9.3.
13.10.5. Service Contract Act Provision. Reserved
13.10.6 Living Wage Act . The Contractor agrees that the Work performed under
the proposed contract shall be subject to the living wage act in effect at the time of the
Contract execution by the Department. As such, the Contractor and its subcontractors shall
comply with the wage reporting requirements imposed by the act as set forth in Exhibit G.
13.10.7 Apprenticeship Act . The D.C. Apprenticeship Act of D.C. Law 2 -156, (as
amended, the Act) may apply to these Projects. As applicable, the Design -Builder firms and
its subcontractors selected to perform work on the Projects on a craft -by-craft basis may be
required to comply with the Act. If applicable, all terms and conditions of the D.C.
Apprenticeship Council Rules and Regulations shall be implemented, and the selected Design-
Builder firms shall be liable for any subcontractor non-compliance. Thirty-Five percent (35%)
of all apprentice hours shall be performed by District residents.
13.11 Way to Work Amendment Act of 2006
13.11.1. Except as described in Section 13.14.8 below, the Design-Builder shall comply
with Title I of the Way to Work Amendment Act of 2006, effective June 8, 2006 (D.C. Law
16-118, D.C. Official Code §2-220.01 et seq.) (“Living Wage Act of 2006”), for contracts for
services in the amount of $100,000 or more in a 12-month period.
13.11.2 The Design-Builder shall pay its employees and subcontractors who perform
services under the Contract no less than the current living wage.
13.11.3 The Design -Builder shall include in any subcontract for $15,000 or more a
provision requiring the subcontractor to pay its employees who perform services under the
Contract no less than the current living wage rate.
13.11.4 The DOES may adjust the living wage annually and Design -Builder will find
the current living wage rate on its website at www.does.dc.gov.
13.11.5 The Design -Builder shall provide a copy of the Fact Sheet attached within
Exhibit G to each employee and subcontractor who performs services under the Contract. The
Design-Builder shall also post the Notice attached within Exhibit G in a conspicuous place in
its place of business. The Design-Builder shall include in any subcontract for $15,000 or more
a provision requiring the subcontractor to post the Notice in a conspicuous place in its place of
business.
13.11.6 The Design-Builder shall maintain its payroll records under the Contract in the

regular course of business for a period of at least three (3) years from the payroll date, and shall
include this requirement in its subcontracts for $15,000 or more under the Contract.
13.11.7 The payment of wages required under the Living Wage Act of 2006 shall be
consistent with and subject to the provisions of D.C. Official Code §32-1301 et seq.
13.11.8 The requirements of the Living Wage Act of 2006 do not apply to:
(1) Contracts or other agreements that are subject to higher wage level determinations
required by federal law;
(2) Existing and future collective bargaining agreements, provided, that the future
collective bargaining agreement results in the employee being paid no less than the established
living wage;
(3) Contracts for electricity, telephone, water, sewer or other services provided by a
regulated utility;
(4) Contracts for services needed immediately to prevent or respond to a disaster or
imminent threat to public health or safety declared by the Mayor;
(5) Contracts or other agreements that provide trainees with additional services including,
but not limited to, case management and job readiness services; provided that the trainees do
not replace employees subject to the Living Wage Act of 2006;
(6) An employee under 22 years of age employed during a school vacation period, or
enrolled as a full-time student, as defined by the respective institution, who is in high school or
at an accredited institution of higher education and who works less than 25 hours per week;
provided that he or she does not replace employees subject to the Living Wage Act of 2006;
(7) Tenants or retail establishments that occupy property constructed or improved by
receipt of government assistance from the District of Columbia; provided, that the tenant or
retail establishment did not receive direct government assistance from the District;
(8) Employees of nonprofit organizations that employ not more than 50 individuals and
qualify for taxation exemption pursuant to section 501(c)(3) of the Internal Revenue Code of
1954, approved August 16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3);
(9) Medicaid provider agreements for direct care services to Medicaid recipients, provided,
that the direct care service is not provided through a home care agency, a community residence
facility, or a group home for mentally retarded persons as those terms are defined in section 2
of the Health -Care and Community Residence Facility, Hospice, and Home Care Licensure
Act of 1983, effective February 24, 1984 (D.C. Law 5-48; D.C. Official Code § 44-501); and
(10) Contracts or other agreements between managed care organizations and the Health Care
Safety Net Administration or the Medicaid Assistance Administration to provide health
services.
13.11.9 The Mayor may exempt a contractor from the requirements of the Living Wage
Act of 2006, subject to the approval of Council, in accordance with the provisions of Section
109 of the Living Wage Act of 2006.

ARTICLE 14 - LIQUIDATED DAMAGES

14.1 Delay in Substantial Completion.
If the Scope of Work is not substantially complete by the Substantial Completion Date,
the Design-Builder shall be subject to liquidated damages in an amount of Seven Thousand
Five Hundred Dollars ($7,500) per day. These damages shall not apply if the delay is the result
of Force Majeure and the Design -Builder otherwise complies with the provisions set forth in
the Standard Contract Provisions.
14.2 Early Completion. In the event the Design -Builder achieves Substantial
Completion of the Project prior to the Substantial Completion Date, the Design -Builder shall
maintain the completed Project, at its own expense, until such time that the Department agrees
to occupy and use the Project for its intended use.

ARTICLE 15 - MISCELLANEOUS PROVISIONS

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

15.3 Buy American Act Provision.
The Design-Builder shall comply with the provisions of the Buy American Act (41 U.S.C.
§§ 8301 –8305), including, but not limited to, the purchase of steel. To the extent that the
language in this section contradicts the language under Article 24 of The Department Standard
Contract Provisions for Construction Contracts and Article 15 (C) of the Department Standard
Contract Provisions for Architectural and Engineering Services Contracts (Exhibit C1 and C2)
regarding compliance with the Buy American Act, the language in this section should
supersede.

15.3.1 In accordance with the Buy American Act (41 U.S.C. §§ 8301 –8305), and
Executive Order 10582, December 17, 1954 (3 CFR, 1954-58 Comp., p. 230), as amended
by Executive Order 11051, September 27, 1962 (3 CFR, 1059 —63 Comp., p. 635), the
Design-Builder agrees that only domestic construction material will be used by the Design -
Builder, subcontractors, material men and suppliers in the performance of the Agreeme nt,
except for non-domestic material listed in the Agreement.
“Components” as used in this Section, means those articles, materials and supplies
incorporated directly into the end products.
“Domestic end product”, as used in this section, means, (1) an unmanufactured end
product mined or produced in the United States, or (2) an end product manufactured in
the United States, if the cost of its components mined, produced, or manufactured in
the United States, exceeds 65 percent of the cost of all its components. For an end
product that consists wholly or predominantly of iron or steel or a combination of both,
the cost of foreign iron and steel must constitute less than 5 percent of the cost of all
the components used in the end product.

Components of foreign origin of the same class or kind as the products shall be treated
as domestic. Scrap generated, collected, and prepared for processing in the Unites 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 Design- Builder shall deliver only domestic end products, except those:
1. For use outside the United States;
2. That the District determines are not mined, produced, or manufactured in the
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.
15.3.2 Domestic Construction Material. “Construction material” means any
article, material, or supply brought to the construction site for incorporation in the building
or work. An unmanufactured construction material is a “domestic construction material” if
it has been mined or produced in the United States. A manufactured construction material is
a “domestic construction material” if it has been manufactured in the United States and if
the cost of its components which have been mined, produced, or manufactured in the United
States exceeds 65 percent of the cost of all its components. “Component” means any article,
material, or supply directly incorporated in construction material. If the construction
material consists wholly or predominantly of iron or steel, the iron or steel was produced in
the United States; or, for construction material that consists wholly or predominantly of iron
or steel or a 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.
15.3.3 Domestic Component. A component shall be considered to have been
“mined, produced, or manufactured in the United States” regardless of its source, in fact, if
the article, material, or supply in which it is incorporated was manufactured in the United
States and the component is of a class or kind determined by the Government to be not
mined, produced or manufactured in the United States in sufficient and reasonably available
commercial quantities and of satisfactory quality.
15.3.4 Foreign Material. “Foreign construction material” means a
construction material other than a domestic construction material.
15.4 Wage Determinations

15.4.1 Davis-Bacon Act Provision.
The Design-Builder agrees that the construction work performed under this Agreement
shall be subject to the Davis -Bacon Act (40 U.S.C. §§ 3142 -3148) and Title 29 Code of
Federal Regulations (“CFR”) part 5.5 Davis Bacon Provision Exhibit B. The wage rates
applicable to this Project are attached as Exhibit B. The Design-Builder further agrees that

it and all of its subcontractors shall comply with the regulations implementing the Davis -
Bacon Act and Title 29 CFR and such regulations are hereby incorporated by reference. At
such time as the Design-Builder is preparing its GMP, the Design-Builder shall include the
current Davis-Bacon wage rates in its GMP.

15.5 The Quick Payment Clause
15.5.1 Interest Penalties to Contractors

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

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

15.5.1.1.2 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.

15.5.1.1.3 No interest penalty shall be due to the Design -Builder if payment for the
completed delivery of goods or services is made on or after:
a. 3rd day after the required payment date for meat or a meat food product;
b. 5th day after the required payment date for an agricultural commodity; or
c. 15th day after any other required payment date in the case of any other item.
15.5.2 Payments to Subcontractors
15.5.2.1 The Design-Builder must take one of the following actions within seven (7)
days of receipt of any amount paid to the Design -Builder by the District for work performed
by any subcontractor under this contract:

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

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

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

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

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

15.5.3 Subcontractor Quick Payment Clause Flow-Down Requirements

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

15.5.4 Requirements for Change Order Payments

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

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

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

a. Within 5 business days of receipt of the notice required under subparagraph (A)(iv)
of this paragraph, provide the subcontractor with notice of the approved amount to
be paid to the subcontractor based on the portion of the additional Work to be
completed by the subcontractor;
b. Pay the subcontractor any undisputed amount to which the subcontractor is entitled
for any additional work within 10 days of receipt of payment for the additional
Work from the District; and
c. If the Prime Contractor withholds payment from a subcontractor, notify the
subcontractor in writing and state the reason why payment is being withheld and
provide a copy of the notice to the CO.
15.5.4.3 The Department, Design -Builder, Design -Builder Architects, or a
subcontractor are prohibited from declaring another party to the contract to be in default or
assessing, claiming, or pursuing damages for delays in the completion of the construction due
to the inability of the parties to agree on a price for the additional work.
15.5.4.4 Authorized Changes By The Contracting Officer
a. The CO is the only person authorized to approve changes in any of the requirements
of this Contract.
b. The Design -Builder shall not comply with any order, directive or request that
changes or modifies the requirements of this Contract, unless issued in writing and
signed by the CO.
c. In the event the Design -Builder effects any change at the instruction or request of
any person other than the CO, the change will be considered to have been made
without authority and no adjustment will be made in the Contract price to cover any
cost increase incurred as a result thereof.

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

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

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

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

15.9 Independent Contractor. The Design -Builder and the Design -Builder’s
employees: (1) shall perform the services specified herein as independent contractors, not as
employees or agent of the District, or joint venture or partner with the District; (2) shall be
responsible for their own management and administration of the work required and bear sole
responsibility for complying with any and all technical, schedule, financial requirements or
constraints attendant to the performance of this Agreement; (3) shall be free from supervision
or control by any government employee with respect to the manner or method of performance
of the service specified; but (4) shall, pursuant to the government’s right and obligation to
inspect, accept or reject work, comply with such general direction of the CO, or the duly
authorized representative of the CO as is necessary to ensur e accomplishment of the
Agreement objectives. The Design-Builder 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.

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

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

15.12 Construction. This Agreement shall be construed fairly as to all Parties and
not in favor of or against any party, regardless of which party prepared the Agreement.
15.13 Notices. All notices or communications required or permitted under the
Agreement shall be in writing and shall be hand delivered or sent by telecopier or by recognized
overnight carrier to the intended recipient at the address stated below, or to such other address
as the recipient may have designated in writing. Any such notice or communication shall be
deemed delivered as follows: if hand delivered, on the day so delivered, if sent by telecopier,
on confirmation of successful transmission, and if sent by recognized overnight carrier, the
next business day.

If to the Department: If to the Contractor:

James H. Marshall

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

15.14 Limitations. The Design -Builder agrees that any statute of limitations
applicable to any claim or suit by the Department arising from this Agreement or its breach
shall be controlled by applicable District of Columbia law.

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

15.16 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.

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

15.18 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.

15.19 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 signed by both the Department and the Design -Builder,
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.

15.20 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.

15.21 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 provisions of: (i) the federal Anti-Deficiency Act, 31 U.S.C. §§ 1341, 1342,

1349-1351, 1511-1519 (2004) (the “ Federal ADA”), and D.C. Official Code §§ 1 -206.03(e)
and 47-105 (2001); (ii) the District of Columbia Anti -Deficiency Act, D.C. Official Code §§
47-355.01 – 355.08 (2004 Supp.)(the “ D.C. ADA” and (i) and (ii) collectively, as amended
from time to time, the “ Anti- Deficiency Acts ”); and (iii) Section 446 of the District of
Columbia Home Rule Act, D.C. Official 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.

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

15.21.2 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.
15.21.3 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.

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

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

15.24 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.

15.25 Gratuities Not to Benefit Provisions.

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

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

a. to pursue the same remedies against the Design-Builder as it could pursue in the event
of a breach of the Agreement by the Design-Builder; and
b. as a penalty in addition to any other damages to which it may be entitled by law, to
exemplary damages in an amount (as determined by the Department) which shall be not less
than ten times the costs incurred by the Design-Builder in providing any such gratuities.
15.25.2 No member of, nor delegate to Congress, Mayor or City Council Member, nor
the Department nor employee of the District or employee of the Department shall be admitted
to any share or part of the Agreement or to any benefit that may arise therefrom, and all
agreements entered into by the CO of the Department in which he or she be personally
interested as well as all agreements made by the Department in which the Mayor or City
Council Member or employee of the District shall be personally interested shall be void and
no payments shall be made on any such contracts by the Department; but this provision shall
not be construed or extend to the agreement if the share of or benefit to the member of, or
delegate to Congress, Mayor or City Council Member, or employee of the District is de
minimis.

15.26 Ethical Standards for the Department's Employees And Former Employees.
The Department expects the Design -Builder to observe the highest ethical standards and to
comply with all applicable law, rules, and regulations governing ethical conduct or conflicts of
interest. Neither the Design-Builder, nor any person associated with the Design-Builder, shall
provide (or seek reimbursement for) any gift, gratuity, favor, entertainment, loan or other thing
of value to any employee of the District or the Department not in conformity with applicable
law, rules or regulations. The Design -Builder shall not engage the services of any person or
persons in the employment of the Department or the District for any work required,
contemplated or performed under the Agreement. The Design -Builder may not assign to any
former employee or District employee or agent who has joined the Design-Builder’s firm any
matter on which the former employee, while employed by the Department, had material or
substantial involvement in the matter. The Design-Builder may request a waiver to permit the
assignment of such matters to former personnel on a case-by-case basis. The Design-Builder

shall include in every subcontract a provision substantially similar to this section so that such
provisions shall be binding upon each Design-Builder or vendor.

15.28 Non-Discrimination in Employment Provisions.

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

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

1. The Design-Builder shall not discriminate against any employee or applicant
for employment because of race, color, religion, national origin, sex, age,
marital status, personal appearance, sexual orientation, family responsibilities,
matriculation, political affiliation, or physical handicap.
2. The Design-Builder agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without
regard to 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;
iii. Demotion, layoff, or termination;
iv. Rates of pay, or other forms of compensation; and
v. Selection for training and apprenticeship.

3. Unless otherwise permitted by law and directed by the Department, the
Design-Builder agrees to post in conspicuous places, available to employees
and applicants for employment, notices to be provided by the Department
setting forth the provisions paragraph s 1 and 2 of Section 15.28.1(b) of this
Agreement, concerning non-discrimination and affirmative action.
4. The Design-Builder shall, in all solicitations or advertisements for employees
placed by or on behalf of the Design-Builder, state that all qualified applicants
will receive consideration for employment pursuant to the non-discrimination
requirements set forth in Section 15.28.3.
5. The Design-Builder agrees to send to each labor union or representative of
workers with which it has a collective bargaining agreement, or other contract

or understanding, a notice to be provided by the Department, advising each
labor union or workers' representative of the Design -Builder’s commitments
under this Section 15.28.1, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
6. The Design-Builder agrees to permit access by the Department to all books,
records and accounts pertaining to its employment practices for purposes of
investigation to ascertain compliance with this Section 15.28.1, 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 Design-Builder shall include in every subcontract this Section 15.28.1 so
that such provisions shall be binding upon each subcontractor or vendor.
8. The Design-Builder shall take such action with respect to any subcontract as
the CO may direct as a means of enforcing these provisions, including
sanctions for noncompliance; provided, however, that in the event the Design-
Builder becomes involved in, or is threatened with, litigation with a
Subcontractor or vendor as a result of such direction by the Department, the
Design-Builder may request the District to enter into such litigation to protect
the interest of the District.
15.28.2 Pregnant Workers Fairness

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

1. Refuse to make reasonable accommodations to the known limitations related to
pregnancy, childbirth, related medical conditions, or breastfeeding for an employee,
unless the Design -Builder can demonstrate that the accommodation would impose an
undue hardship;
2. Take an adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee's conditions or privileges of employment,
including failing to reinstate the employee when the need for reasonable accommodations
ceases to the employee's original job or to an equivalent position with equivalent:
i. Pay;
ii. Accumulated seniority and retirement;
iii. Benefits; and
iv. Other applicable service credits;
3. Deny employment opportunities to an employee, or a job applicant, if the denial
is based on the need of the employer to make reasonable accommodations to the known
limitations related to pregnancy, childbirth, related medical conditions, or breastfeeding;
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 Design-Builder shall post and maintain in a conspicuous place a notice of rights
in both English and Spanish and provide written notice of an employee's right to a needed
reasonable accommodation related to pregnancy, childbirth, related medical conditions, or
breastfeeding pursuant to the PPWF Act to:

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

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

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

15.28.3 Unemployed Anti-Discrimination

a. The Design-Builder shall comply with the Unemployed Anti -Discrimination Act of
2012, D.C. Official Code § 32-1361 et seq. (“Anti- Discrimination Act”).
b. The Design-Builder shall not:

1. Fail or refuse to consider for employment, or fail or refuse to hire, an individual
as an employee because of the individual's status as unemployed; or
2. Publish, in print, on the Internet, or in any other medium, an advertisement or
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.

15.29 Assignment of Contract Payments

a. Subject to Section 15.29 of this Contract, in accordance with Title 27 DCMR
Section 3250, the Design -Builder may assign due or to become due as a result of the
performance of this Design -Builder to a bank, trust company, or other financing institution
funds.
b. Any assignment shall cover all unpaid amounts payable under this Agreement
and shall not be made to more than one party.

c. Notwithstanding an assignment of Contract payments, the Design-Builder, not
the 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 15.30 Freedom of Information Act

The District of Columbia Freedom of Information Act, at D.C. Official Code § 2-532 (a-
3), requires the District to make available for inspection and copying any record produced or
collected pursuant to a District contract with a private contractor to perform a public function,
to the same extent as if the record were maintained by the agency on whose behalf the contract
is made. If the Design -Builder receives a request for such information, the Design -Builder
shall immediately send the request to the PM designated in Section 1.3 of this Agreement who
will provide the request to the FOIA Officer for the agency with programmatic responsibility
in accordance with the D.C. Freedom of Information Act. If the agency with programmatic
responsibility receives a request for a record maintained by the Design-Builder pursuant to the
Contract, the PM will forward a copy to the Design -Builder. In either event, the Design -
Builder is required by law to provide all responsive records to the PM within the timeframe
designated by the PM. The FOIA Officer for the agency with programmatic responsibility will
determine the releasability of the records. The District will reimburse the Design-Builder for
the costs of searching and copying the records in accordance with D.C. Official Code §2-532
and Chapter 4 of Title 1 of the D.C. Municipal Regulations.

15.31 Nonprofit Fair Compensation Act of 2020 DC Code Section 2-222.02 et seq.

15.31.1 Nonprofit organizations, as defined in the Act, shall include in their rates the
indirect costs incurred in provision of goods or performance of services under this RFTOP
pursuant to the nonprofit organization's unexpired Negotiated Indirect Cost Rate Agre ement
(“NICRA”). If a nonprofit organization does not have an unexpired NICRA, the nonprofit
organization may elect to instead include in its rates its indirect costs:

(1) As calculated using a de minimis rate of 10% of all direct costs under this Contract;
(2) By negotiating a new percentage indirect cost rate with the awarding agency;
(3) As calculated with the same percentage indirect cost rate as the nonprofit
organization negotiated with any District agency within the past 2 years; however, a
nonprofit organization may request to renegotiate indirect costs rates in accordance with
Section 15.31.2; or
(4) As calculated with a percentage rate and base amount, determined by a certified
public accountant, as defined in the Act, using the nonprofit organization's audited
financial statements from the immediately preceding fiscal year, pursuant to the OMB
Uniform Guidance, and certified in writing by the certified public accountant.

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

15.31.3 The Contractor shall pay its subcontractors which are nonprofit organizations
the same indirect cost rates as the nonprofit organization subcontractors would have received
as a prime contractor.

15.32 Campaign Finance Reform Act
Prior to the execution of this Contract, the Design-Builder shall complete and submit to
the Department a completed Campaign Finance Reform Act Self -Certification Form, Exhibit
I, pursuant to D.C. Official Code § 1-1161.01.
15.33 Conformance with Laws
It shall be the responsibility of the Design -Builder to perform under the Agreement in
conformance with the Department’s Procurement Regulations and all statutes, laws, codes,
ordinances, regulations, rules, requirements, orders, and policies of governmental bodies.
15.34 Time is of the Essence
Time is of the essence with respect to the Design -Build Agreement. The Project must
be Substantially Complete by the Substantial Completion Date. As such, the Design -Builder
must dedicate such personnel and other resources as are necessary to ensure that the Project is
completed on-time and in a diligent, skilled manner.

ARTICLE 16- TERMINATION OR SUSPENSION

16.1 All terminations or suspensions arising out of or under this Agreement shall be
in accordance with the terms of the Standard Contract Provisions (Construction Contracts)
(Exhibit C1) and (Architectural/Engineering Services Contracts) (Exhibit C2).

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

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

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

16.3.2 The Design -Builder fails to perform the Work in a good and workmanlike
manner or to correct defects in the Work promptly upon notice by the Department; or

16.3.3 The Department reasonably determines that the Design-Builder has abandoned
the Work, or has failed to pay laborers, mechanics, materialmen, Subcontractors or suppliers
when payment is due; or

16.3.4 The Design-Builder becomes insolvent, makes an assignment for the benefit of
creditors, files a voluntary petition under any chapter of the Bankruptcy Code or has an
involuntary petition filed against it under any chapter of the Bankruptcy Code, or the Des ign-
Builder has a receiver appointed, or files for dissolution or otherwise is dissolved; or

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

16.3.6 The Department shall provide the Design -Builder with written notice of its
intent to terminate the Agreement, under this Section.

16.3.7 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.

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

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

ARTTICLE 17 – OTHER CONDITIONS AND SERVICES

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

ARTICLE 18 – CHANGES IN THE WORK

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

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

18.3 Department-Initiated Changes

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

18.3.2 Within ten (10) days of receiving a Change Directive, the Design-Builder shall
provide the Department with a written statement of all changes in the Agreement, including,
without limitation, any changes to the Substantial or Final Completion Dates or the Guaranteed
Maximum Price to which it believes it is entitled as a result of the Change Directive. If
additional time is sought, a schedule analysis supporting the requested extension should be
included. The schedule analysis should include a written narrative explanation. If a change in
the Guaranteed Maximum Price is sought (or if the Department has requested a deduct change),
the statement should include a breakdown, by line item, of the estimated cost changes
attributable to the proposed change. The Department may request, and the Design-Builder shall
provide, further cost breakdowns, clarifications, project documentation or back -up if the
Department reasonably believes such additional information is needed to understand and
evaluate the request. The additional information required may include cost and pricing data in
accordance with the Department’s regulations. Any requested adjustment to the Guaranteed
Maximum Price shall be limited to increased Cost of the Work due to the Change Directive.
The Design-Builder is not entitled to any markup on any kind of Change Orders except as
authorized in Section 18.8, and if so authorized, any mark -up shall be in accordance with
Section 18.11.

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

18.3.4 If the Parties fail to reach an agreement within sixty (60) days after the
Department receives the Design -Builder’s detailed statement pursuant to Section 18.3.2, and
such other project documentation as the Department may request, the Design -Builder may
assert a claim in accordance with the Agreement. In such a case, and subject to adjustment via
the claims and disputes process, the Department shall unilaterally grant the Design -Builder
such adjustments, if any, to the Substantial or Final Completion Dates, the Guaranteed
Maximum Price, and/or the Preconstruction or Design-Build Fee as the Department has judged
to be appropriate.

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

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

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

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

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

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

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

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

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

18.11 Mark-Up on Trade Work. The maximum mark up for Change Order work
shall be as follows:
18.11.1 Intervening tier Subcontractors shall be entitled to a mark -up of five percent
(5%) (Covering home office overhead, the cost of insurance and bonds, field supervision,
general conditions and profit) on Work Performed by lower-tier Subcontractors;
18.11.2 To the extent permitted by Section 18.8, the Design-Builder shall be entitled to
an increase in its Design -Build Fee at a maximum rate of 2% on work performed by
Subcontractors. Such markup shall cover the same cost elements that were included in the
Design-Build Fee;
19 Direct Cost of the Work shall include, but not be limited to: (Direct Cost of the
Work does not, however, include home office overhead, field supervision, general conditions
or profit of either the Subcontractor or the Design-Builder. No personnel above the level of a
working foreman shall be considered a Direct Cost of the Work).
(a) Labor. Payment will be made for direct labor cost plus indirect labor
cost such as insurance, taxes, fringe benefits and welfare provided such
costs are considered reasonable. Indirect costs shall be itemized and
verified by receipted invoices. If verification is not possible, up to five
percent (5%) of direct labor costs may be allowed.
(b) Rented Equipment . Payment for required equipment rented from an
outside company that is neither an affiliate of, nor a subsidiary of, the
Design-Builder will be based on receipted invoices which shall not
exceed rates given in the current edition of the Rental Rate Blue B ook
for Construction Equipment. published by Data Quest. If actual rental
rates exceed manual rates, written justification shall be furnished to the
Contracting Officer for consideration. No additional allowance will be
made for overhead and profit. The Design-Builder shall submit written
certification to the Contracting Officer that any required rented
equipment is neither owned by nor rented from the Design-Builder or an
affiliate of or subsidiary of the Design-Builder.
(c) Design-Builder’s Equipment. Payment for required equipment owned
by the Design-Builder or an affiliate of the Design-Builder will be based
solely on an hourly rate derived by dividing the current appropriate
monthly rate by 176 hours. No payment will be made under any
circumstances for repair costs, freight and transportation charges, fuel,
lubricants, insurance, any other costs and exp enses, 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.

(d) Materials. Incorporated and unincorporated materials as permitted
under Section 9.1.

ARTICLE 19 – CLAIMS & DISPUTE RESOLUTION
All claims or disputes arising out of this Agreement shall be governed by the terms of the
Standard Contract Provisions for Construction contracts (Exhibit C1 ) Architectural and
Engineering Services and Contract (Exhibit C2).
ARTICLE 20 – EXHIBITS
Exhibits include the following:

Exhibit A Project Specific Exhibits
Exhibit A1 Project and Relocation Schedule
Exhibit A2 Department of Building (“DOB”) permitting approach
Exhibit A3 Architectural Relocation Specifications
Exhibit A4 Civil Specifications
Exhibit A5 Geotechnical Report
Exhibit A6 Conceptual CFA and HPRB approvals to date.
Exhibit A7 Project Sign
Exhibit A8 Probes Report
Exhibit A9 Pre-Demolition Hazardous Materials Report
Exhibit A10 Preliminary Project Plans (30% level)
Exhibit A11 Existing Utilities Map
Exhibit A12 Gateway Pavilion Civil Plans
Exhibit A13 Tree Removal Permit Application
Exhibit A14 National BIM Guide
Exhibit A15 Parcel Description
Exhibit A16 Supplemental Requirements and Standards Historical
Review Board
Exhibit A17 Building 88 Feasibility Plan
Exhibit A 18 Proposed Drainage Drawing
Exhibit A 19 Phase 10 Building 88 Survey Control
Exhibit A 20 Memorandum of Understanding Relevant Stipulations
Exhibit A 20.1 Location of Building 88
Exhibit A 20.2 "Moving Historic Buildings," (John Obed Curtis, 1975,
reprinted 1991 by W. Patram)
Exhibit A20.3 NPS Bulletin 15: Criteria Consideration B: Moved
Properties (U.S. Department of the Interior, National
Park Service, Interagency Resources Division,
Washington, DC, 1991)
Exhibit A 20.4 35 CFR § 800.12(b)(l)
Exhibit A 20.5 NPS Technical Preservation Services' Tech Notes,
"Protecting a Historic Structure During Adjacent
Construction" (Chad Randl, 2011)
Exhibit A 20.6 Secretary of the Interior's Historic Preservation
Professional Qualifications Standards 62 Federal
Register 33,707 (June 20, 1997)
Exhibit A20.7 Inadvertent Discoveries Plan
Page 103 of 102

Exhibit B Davis-Bacon Wage Rates and Title 29 Code of Federal
Regulations (CFR) part 5.5
Exhibit C1 Standard Contract Provisions for Construction
Exhibit C2 Standard Contract Provisions Architectural/Engineering
Exhibit D SBE Subcontracting Plan Form
Exhibit E First Source Employment Agreement
Exhibit F Equal Employment Opportunity (EEO) Policy Form
Exhibit G 2026 Living Wage Act
Exhibit H Release of Lien Forms
Exhibit I Campaign Finance Reform Self-Certification
Exhibit J DGS Project Turnover Protocol
Exhibit K Deliverable List
Exhibit L Key Personnel
Exhibit M Design-Builder’s Designated Representatives
Exhibit N Department’s Designated Representatives and Contracting
Officers
Exhibit O Form of GMP Amendment
Exhibit P Award Fee Pool
Exhibit Q Quality Control Master Program
Exhibit R List of Drawings and Specifications
Exhibit S Assumptions and Clarifications
Exhibit T Subcontractor Evaluation Form

IN WITNESS WHEREOF, the Parties have executed this Agreement (DCAM -25-CS-RFP-
0014) through their duly authorized representatives and effective as of the last date written
below.
DEPARTMENT OF GENERAL SERVICES, ATMOS SOLUTIONS, INC.
an agency within the executive branch
of the Government of the District of Columbia

By: By:
Name: Name:
Title: Title:
Date: Date:

Exhibits to be Provided