140A1123Q0037_Terms_and_Conditions.pdf

BIA Western Regional Office RFQ No. 140A1122Q0050

TABLE OF CONTENTS

1. SECTION B SUPPLIES OR SERVICES AND PRICES

QUOTE SCHEDULE

2. SECTION C DESCRIPTION / SPECIFICATIONS

Specification / Statement of Work / Performance Work Statement

3. SECTION E INSPECTION AND ACCEPTANCE

52.246-4 INSPECTION OF SERVICES—FIXED PRICE AUGUST 1996

4. SECTION F DELIVERIES OR PERFORMANCE

52.219-14 Limitations on Subcontracting March 2020 52.242-15 Stop-Work Order August 1989

5. SECTION G CONTRACT ADMINISTRATION DATA

DOI Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) April 2013

6. SECTION I CONTACT CLAUSES

1452.280-2 Notice of Indian Economic Enterprise Set-Aside February 2021

1452.280-3 Indian Economic Enterprise Subcontracting Limitations February 2021 52.203-17 Contractor or Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights June 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality January 2017 Agreements or Statements

52.203-99 Prohibition on Contracting with Entities that Require Certain February 2015 Internal Confidentiality Agreements

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards June 2020

52.204-12 Unique Entity Identifier Maintenance October 2016 52.204-13 System for Award Management Maintenance October 2018 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations November 2015 52.212-4 Contract Terms and Conditions -- Commercial Products and November 2021 Commercial Services 52.212-5 Contract Terms and Conditions Required to Implement May 2022 Statutes or Executive Orders -- Commercial Products and Commercial Services 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving June 2020 52.232-40 Providing Accelerated Payments to Small Business Subcontractors December 2013 52.233-3 Protest after Award August 1996 52.233-4 Applicable Law for Breach of Contract Claim October 2004 52.252-2 Clauses Incorporated by Reference February 1998

7. SECTION J LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

8. SECTION K REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF BIDDERS

1452.280-1 Notice of Indian Small Business Economic Enterprise Set-aside February 2021 1452.280-4 Indian Economic Enterprise Representation February 2021

52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO SEPTEMBER 2007

INFLUENCE CERTAIN

FEDERAL TRANSACTIONS

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52.203-18 Prohibition on Contracting with Entities that Require Certain Internal January 2017 Confidentiality Agreements or Statements-Representation

52.204-17 Ownership or Control of Offeror August 2020 52.204-19 Incorporation by Reference of Representations and Certifications December 2014 52.204-20 Predecessor of Offeror August 2020 52.204-24 Representation Regarding Certain Telecommunications and Video October 2020 Surveillance Services or Equipment 52.204-26 Covered Telecommunications Equipment or Services-Representation Ocrtober 2020 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations--Representation November 2015 52.209-7 Information Regarding Responsibility Matters October 2018 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law February 2016 52.212-3 Offeror Representations and Certifications -- Commercial Items October 2020 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications June 2020

8. SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS

Quote completion & submission Instructions 1452.233-2 Service of Protest Department of the Interior July 1996 (Deviation) 1452.236-71 Additive or Deductive Items – Department of the Interior July 1996 (Deviation) 52.204-6 Unique Entity Identifier October 2016 52.204-7 System for Award Management October 2018 52.204-16 Commercial and Government Entity Code Reporting August 2020 52.204-18 Commercial and Government Entity Code Maintenance August 2020 52.212-1 Instructions to Offerors -- Commercial Products and March 2023 Commercial Services 52.233-2 Service of Protest September 2006

9. SECTION M EVALUATION FACTORS FOR AWARD

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SECTION B SUPPLIES OR SERVICES AND PRICES

Item Description Qty U/I Price Amount 01 Provide all labor, equipment, and materials for urgent flushing and testing hydraulic oil for three (3) Kaplan turbines at Parker, AZ dam

1 JB $___________ $___________

GRAND TOTAL $___________

NAICS code 811310 with $8.0 million/year size standard applies to this requirement.

CONTRACTOR ____________________________________ SAM UEI# ___________________________

PHONE ___________________________ EMAIL ____________________________

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SECTION C – SPECIFICATIONS/STATEMENT OF WORK

Statement of Work

Hydraulic Oil Filtration and Purification

1.0 NEED

URGENT NEED - Hydraulic oil testing, filtration, and purification at the Headgate Rock Dam Hydro Generation Station (HGRD-EGS) in Parker, Arizona. Existing hydraulic oils currently still housed inside of three (3) Kaplan turbines must be tested to determine contamination content, and then filtered, purified, and flushed (hence forth referred to as processed) through the system to remove any remaining contamination out of the system. Processing shall not remove or degrade the existing hydraulic oil beyond manufacturing specifications. Due to the urgency of the required tasks any offsite testing shall have a quick turnaround time of no more than ten workdays, preferably oil testing and processing would all be completed onsite.

2.0 RISK

The Bureau of Indian Affairs (BIA), Colorado River Agency – Electrical Services (CRA-ES) owns and operates the HGRD- EGS in Parker, Arizona. The hydraulic systems requiring oil testing and processing operate the wicket gates and intake gates. These systems are under ~1,000 psi and are the cornerstone to maintaining hydroelectric power generations. The HGRD-EGS supplies energy to the BIA’s customer load located within the boundaries of the Colorado River Indian Tribal (CRIT) reservation. Currently all three power generation units are non-operational, forcing the BIA to purchase all its energy from the open market. Impending summer heat has caused a steep increase in energy costs, these high costs will severely impact the BIA, CRA-ES ability to maintain fiscal requirements and provide funding for O&M throughout its system.

Contaminated oil and or improper oil processing could damage the hydraulic systems at the HGRD-EGS resulting in costly equipment failures and prolong open market energy purchases.

3.0 BACKGROUND

In March of 2023, the BIA, CRA-ES experienced flooding at the HGRD-EGS. The Colorado River breached an access door and spilled into the sublevel floor beneath the Kaplan Turbines into the oil supply tank for the generation unit bearings.

Onsite inspections have found river water has infiltrated the oil systems. The existing oil was just recently replaced two months prior to this flood. Each unit utilizes Mobil Nuto H 68 hydraulic oil. The HGRD-EGS is an open pit site, equipment can be lowered in the pit which is 70 ft. below the top level. There is also an access hatch ~20 ft. square which provides accessibility to the oil governor room, where equipment can be attached to the oiling systems. The Mobil Nuto H 68 hydraulic oil must be restored through this effort for use in the system.

4.0 OBJECTIVE

The objective for this effort is for a contractor to filter, purify, flush, and test the hydraulic oil that provides lubrication to the generation unit bearings.

This effort shall remove contamination from hydraulic oil, hydraulic oil lines, bearings, and any connected components; and ensure the existing hydraulic oil meets manufacturer’s specification.

CRA-ES will supply additional Mobil Nuto H 68 hydraulic oil, up to 1,650 gallons, if CRA-ES deems it necessary.

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5.0 SCOPE

The scope of this effort is to completely restore hydraulic oil to manufacturer’s specification through filtration to remove any contaminates including moisture. The contractor to supply all tools, equipment, materials, management, labor, testing, to be onsite to test, process, and provide technical and logistic support to restore the hydraulic oil to operational state. Any new oils that are utilized must first be tested for contamination and then processed to within manufacturing specifications before being utilized within the hydraulic systems.

6.0 REQUIREMENTS

To meet CRA-ES’s goals and expectations the Government requires an expert contactor with in-depth knowledge and expertise in all areas of requirements, elicitation, documentation, installation, and management to ensure that requirements are met, and deliverable services comply with business needs.

• The Contractor shall supply all tools, equipment, materials, labor, testing, to complete the onsite (at CRA-ES

HGRD-EGS) to test, filter, and process the Mobil Nuto H 68 hydraulic oil.

• The Contractor shall test the existing bearing lubrication hydraulic oil in generation Unit #3 to ensure oil is within manufacture’s specification; the following tests shall be completed at a minimum.

Test

Elemental Spectroscopy Karl Fischer Coulometric Moisture Acid Number Particle Count ISO Cleanliness

• The Contractor shall filter, flush, and process existing bearing lubrication hydraulic oil in generation unit’s #1 and #2 to restore to manufacturer’s specification or those listed below, whichever is more stringent.

o Perform high velocity oil flushing (HVOF) and concurrently utilized vacuum dehydration (VDU) for water removal from oil within industry best practices.

o Flow requirement: High Velocity, Turbulent Flow, Reynolds Number over 4000, typically about 20,000 gallons per minute (GPM).

o Temperature requirement: approximately 150⁰F.

o Oil cleanliness requirement: Particle Count, ISO4406, 17/15/12 or better.

o Water in oil: less than 300 parts per million (PPM).

o Visual inspection requirement: no visible contaminants.

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• The Contractor shall perform a final test the hydraulic oils within Turbine Units #1 and #2 once all oil processing is completed; the following tests shall be completed at a minimum.

Test Elemental Spectroscopy Karl Fischer Coulometric Moisture Acid Number Particle Count ISO Cleanliness

• The contractor shall be responsible for removal and disposal of equipment and waste products produced under this SOW.

• CRA-ES requires that the contactor remove all unused oils and dispose of it at appropriate disposal sites; CRA-ES will require proof of disposal.

• If oils are intended to be recycled any monies generated from the recycling shall be credited back to the Government and subtracted from the overall cost of this effort.

• Contractor shall clean and or supply and replace all filters within the oil systems.

Identified Filters

Type Task Qty.

Vickers Filter Strainer 100 micron

Clean filters 3

Donaldson HPK03 filter-element P164166

Replace filters 1

Donaldson HMK04 filter-element P164056

Replace filters 1

6.0 DELIVERABLES / DELIVERY SCHEDULE

6.1 Activity and Deliverable Timetable: Deliverable products shall be submitted to the address shown in Section 6.3, in accordance with the following schedule:

Item # Description Section # Distribution Approval Required Due Date javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

1 Test Reports 5.1.2 COR – One (1) electronic copy No

20 Days after Notice to Proceed And 30 Days prior to the End of the

POP

Table 1 - Activity and Deliverable Timetable

6.2 Address for Deliverables: Electronic Submittals of deliverables may be submitted to the email address of the identified COR or the address listed in the Mian Meeting Location in 8.0.

7.0 PLACES OF PERFORMANCE

The place of performance shall be within the boundaries of the CRIT Reservation, Parker, Arizona, La Paz County.

• Main Meeting Location:

Colorado River Agency Electrical Service 12000 1st Ave.

Parker, AZ. 85344 La Paz County (Arizona)

• Performance Location:

Colorado River Agency - HGRD 11850 Headgate Dam Rd.

Parker, AZ. 85344 La Paz County (Arizona)

8.0 PERIOD OF PERFORMANCE

Period of Performance: The period of performance for this contract is anticipated to be a maximum of 20 days from notice-to-proceed.

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SECTION E – INSPECTION AND ACCEPTANCE

1. 52.246-4 INSPECTION OF SERVICES—FIXED PRICE AUGUST 1996

(a) Definition. "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may-

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

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SECTION F DELIVERIES OR PERFORMANCE

52.219-14 Limitations on Subcontracting September 2021 (DEVIATION)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are—

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees to the following requirements in the performance of a contract assigned a North American Industry Classification System (NAICS) code applicable to this contract:

(1) Services (except construction). It will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding certain other direct costs and certain work performed outside the United States (see paragraph (e)(1)(i)), to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(i) The following services may be excluded from the 50 percent limitation:

(A) Other direct costs, to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service. Examples include airline travel, work performed by a transportation or disposal entity under a contract assigned the environmental remediation NAICS code (562910), cloud computing services, or mass media purchases.

(B) Work performed outside the United States on awards made pursuant to the Foreign Assistance Act of 1961, or work performed outside the United States required to be performed by a local contractor.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). It will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(3) General construction. It will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 85 percent subcontract amount that cannot be exceeded.

(4) Construction by special trade contractors. It will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause –

[Contracting Officer check as appropriate.] X_ By the end of the base term of the contract and then by the end of each subsequent option period; or __ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

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(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either -- (1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if -- (1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

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SECTION G CONTRACT ADMINISTRATION DATA

DOI ELECTRONIC INVOICING Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) April

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts.

The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice [CO to edit and include the documentation required under this contract]: Contractors shall attach a hard copy of their invoice in IPP when submitting invoices via IPP. Invoices will be rejected if no invoice is attached.

The Contractor must use the IPP website to register, access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3 - 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

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SECTION I- CONTACT CLAUSES

1452.280-2 Notice of Indian Economic Enterprise Set-Aside February 2021

(a) Definitions as used in this clause.

Alaska Native Claims Settlement Act (ANCSA) means Public Law 92-203 (December 18, 1971), 85 Stat. 688, codified at 43 U.S.C.

1601-1629h.

Indian means a person who is an enrolled member of a Federally Recognized Indian Tribe.

Indian Economic Enterprise means any business activity owned by one or more Indians or Federally Recognized Indian Tribes, provided that:

(i) The combined Indian or Federally Recognized Indian Tribe ownership of the enterprise shall constitute not less than 51 percent.

(ii) The Indians or Federally Recognized Indian Tribes shall, together, receive at least 51 percent of the earnings from the contract; and

(iii) The management and daily business operations of an Indian Economic Enterprise must be controlled by one or more individuals who are Indians. To ensure actual control over the enterprise, the individuals must possess requisite management or technical capabilities directly related to the primary industry in which the enterprise conducts business. Management of Tribally owned Indian Economic Enterprises may be provided by:

(A) Committees, teams, or Boards of Directors which are controlled by one or more members of Tribe, or;

Non-Tribal members if the enterprise can demonstrate that the Tribe can hire and fire those individuals, that it will retain control of all management decisions common to Committees, teams, or Boards of Directors. Common management decisions, include strategic planning, budget approval, and the employment and compensation of officers. A written management development plan must also exist which shows how Tribal members will develop managerial skills sufficient to manage the enterprise or similar enterprises in the future.

The enterprise must meet the requirements of (i) through (iii) throughout the following time periods:

(1) At the time an offer is made in response to a written solicitation;

(2) At the time of contract award; and,

(3) During the full term of the contract.

Federally Recognized Indian Tribe means an Indian Tribe, band, nation, or other Federally recognized group or community on the List of Federally Recognized Tribes. This definition includes any Alaska Native regional or village corporation under the Alaska Native Claims Settlement Act (ANCSA).

List of Federally Recognized Tribes means an entity appearing on the United States Department of the Interior's List of federally recognized Indian Tribes published annually in the Federal Register pursuant to Section 104 of Public Law 103-454, codified at 25 u.s.c.

5131.

Representation means the positive statement by an enterprise of its eligibility for preferential consideration and participation for acquisitions conducted under the Buy Indian Act, 25 U.S.C. 47, in accordance with the procedures in Subpart 1480.8.

(b) General.

(1) Under the Buy Indian Act, offers are solicited only from Indian Economic Enterprises.

(2) The Contracting Officer (CO) will reject all offers received from ineligible enterprises.

(3) Any award resulting from this solicitation will be made to an Indian Economic Enterprise, as defined in paragraph (a] of this clause.

(c) Required Submissions. In response to this solicitation, an offeror must also provide the following:

(1) A description of the required percentage of the work/costs to be provided by the offeror over the contract term as required by section 1452.280-3, Subcontracting Limitations clause; and

(2) Qualifications of the key personnel (if any) that will be assigned to the contract.

(d) Required Assurance. The offeror must provide written assurance to the CO that the offeror is and will remain in compliance with the requirements of this clause. It must do this before the CO awards the Buy Indian contract and upon successful and timely completion of the contract, but before the CO accepts the work or product.

(e) Non-responsiveness. Failure to provide the information required by paragraphs (cl and (cl) of this clause may cause the CO to find an offer non-responsive and reject it.

(f) Eligibility.

(1) Participation in the Mentor-Protege Program established under section 831 of the National Defense Authorization Act for Fiscal Year

1991 (25 U.S.C. 47 note) does not render an Indian Economic Enterprise ineligible for contracts awarded under the Buy Indian Act.

If a contractor no longer meets the definition of an Indian Economic Enterprise after award, the contractor must notify the CO immediately and in writing. The· notification must include full disclosure of circumstances causing the contractor to lose eligibility status and a description of any actions that the contractor will take to regain eligibility. If the contract is unable to regain eligibility, then the contractor must revise its the representations and certifications in the System for Award Management. Failure to give the CO immediate written notification means that:

(i) The economic enterprise may be declared ineligible as an IEE for future contract awards under this part; and

(ii) The CO may consider termination for default if it is in the best interest of the government.

1452.280-3 Indian Economic Enterprise Subcontracting Limitations February 2021

(a) Definitions as used in this clause.

(1) Concern means any business entity with a place of business located in the United States or its outlying areas and that makes a significant contribution to the U.S. economy through payment of taxes and/or use of American products, materials and/or labor, etc. It includes but is not limited to an individual, partnership, corporation, joint venture, association, or cooperative. For the purpose of making affiliation findings (see FAR 19.101), it includes any business entity, whether or not it is organized for profit or located in the United States or its outlying areas.

(2) Subcontract means any agreement (other than one involving an employer- employee relationship) entered into by a javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') government prime contractor or subcontractor calling for supplies and/or services required for performance of the contract, contract modification, or subcontract.

(3) Subcontractor means a concern to which a contractor subcontracts any work under the contract. It includes subcontractors at any tier who perform work on the contract.

(b) Required Percentages of work by the concern. The contractor must comply with FAR 52.219-14 Limitations on Subcontracting clause in allocating what percentage of work to subcontract. The contractor shall not subcontract work exceeding the subcontract limitations in FAR 52.219-14 to a concern other than a responsible Indian Economic Enterprise.

(c) Any work that an IEE subcontractor does not perform with its own employees shall be considered subcontracted work for the purpose of calculating percentages of subcontract work in accordance with FAR 52.219-14 Limitations on Subcontracting.

(d) (d) Cooperation. The contractor must:

(l) Carry out the requirements of this clause to the fullest extent; and

(2) Cooperate in any study or survey that the CO, Indian Affairs, or its agents may conduct to verify the contractor's compliance with this clause.

(e) Incorporation in Subcontracts. The contractor must incorporate the substance of this clause, including this paragraph (e), in all subcontracts for supplies, general services, A-E services, and construction awarded under this contract.

52.203-17 Contractor or Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights June 2020

(a)This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and Federal Acquisition Regulation (FAR) 3.908.

(b)The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section FAR 3.908.

(c)The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award.

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements January 2017

(a) Definitions. As used in this clause- Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

Subcontract means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b)The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c)The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d)The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(e)In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015, (Pub. L.

113-235), and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(f)The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts

52.203-99 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements February 2015

(a) The contractor shall not require employees or contractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such fraud, waste, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibition and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

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(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards June 2020

(a) Definitions. As used in this clause:

Executive means officers, managing partners, or any other employees in management positions.

First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

Month of award means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor.

Total compensation means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6)Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

(b)Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

(c)Nothing in this clause requires the disclosure of classified information (d) (1)Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) (Federal Acquisition Regulation (FAR) provision 52.204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if– (i)In the Contractor’s preceding fiscal year, the Contractor received- (A)80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B)$25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii)The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(2) First-tier subcontract information. Unless otherwise directed by the Contracting Officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

(i)Unique entity identifier for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company.

(ii)Name of the subcontractor.

(iii)Amount of the subcontract award.

(iv)Date of the subcontract award.

(v)A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi)Subcontract number (the subcontract number assigned by the Contractor).

(vii)Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

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(viii)Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(ix)The prime contract number, and order number if applicable.

(x)Awarding agency name and code.

(xi)Funding agency name and code.

(xii)Government contracting office code.

(xiii)Treasury account symbol (TAS) as reported in FPDS.

(xiv)The applicable North American Industry Classification System code (NAICS).

(3)Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at http://www.fsrs.gov, if- (i)In the subcontractor’s preceding fiscal year, the subcontractor received- (A)80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B)$25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii)The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(e)The Contractor shall not split or break down first-tier subcontract awards to a value below the threshold specified in FAR 4.1403(a), on the date of subcontract award, to avoid the reporting requirements in paragraph (d) of this clause.

(f)The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded.

Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires.

(g) (1)If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards.

(2)If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards for that subcontractor.

(h)The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM and the FPDS database. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM information is incorrect, the contractor is responsible for correcting this information.

52.204-12 Unique Entity Identifier Maintenance October 2016

(a) Definition. Unique entity identifier, as used in this clause, means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at the System for Award Management (SAM) for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

52.204-13 System for Award Management Maintenance October 2018

(a) Definitions. As used in this clause— “Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM)” means that— (1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM; (2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM; (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and (4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related…