140A1125R0005_Terms_and_Conditions.pdf

BIA Western Regional Office RFP No. 140A1125R0005

TABLE OF CONTENTS

Section Title

Part I—The Schedule

A Solicitation/contract form

B Bid schedule

C Specifications/Drawings

D Packaging and marking

E Inspection and acceptance

F Deliveries or performance

G Contract administration data

H Special contract requirements

Part II—Contract Clauses

I Contract clauses

Part III—List of Documents, Exhibits, and Other Attachments

J List of attachments

Part IV—Representations and Instructions

K Representations, certifications, and other statements of offerors

L Instructions, conditions, and notices to offerors

M Evaluation factors for award javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

SECTION B SUPPLIES OR SERVICES AND PRICES

Item no. Item Description Quantity Unit of

Measure Unit Price Total 0001 Base year 1 YR $ $ 0002 Option year 1 1 YR $ $ 0003 Option year 2 1 YR $ $ 0004 Option year 3 1 YR $ $ 0005 Option year 4 1 YR $ $

TOTAL $

NAICS code 541620 with $19 million/year size standard applies to this requirement.

CONTRACTOR ____________________________________ SAM UEI# ___________________________

PHONE ___________________________ EMAIL ____________________________

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SECTION C – SPECIFICATIONS/STATEMENT OF WORK

SAN CARLOS IRRIGATION PROJECT

STATEMENT OF WORK

For Request for Proposals

NEPA/Sections 106

1. Introduction, Purpose, and Need

The San Carlos Irrigation Project (SCIP), Western Regional Office (WRO), Bureau of Indian Affairs (BIA), Coolidge, Arizona, requires services from highly qualified contractors to perform environmental, cultural resource, and program support services for SCIP projects throughout central Arizona.

These services are needed for SCIP to maintain timely and competent compliance with various federal laws regarding environmental and cultural resource protection, as well as related departmental and agency directives. For SCIP to fulfill its overall mission, but adhere to its mandated responsibilities regarding resource protection, it is crucial to ensure the environmental and cultural resource processes are successfully completed with minimal delay and disruption of schedules.

A large part of the technical and professional workload will entail review/editing and/or preparation of documents related to the National Environmental Policy Act (NEPA) for small to medium-sized projects, including the component parts fulfilling requirements of the Endangered Species Act (ESA) and National Historic Preservation Act (NHPA).

SCIP may be assigned lead status for large, complex, and potentially controversial projects with ambitious schedules for completion of the review processes. Services for these larger projects can include reviewing technical documents, field work, field studies, participating in public meetings, identifying stakeholders, preparing the administrative record, and establishing databases.

Successful completion of a security background investigation by the government will be necessary before Contractor personnel can conduct certain activities requiring access to BIA network systems.

2. Statement of Requirements

Requirement 1 – Environmental Resources

SCIP intends to use provisions of this contract to provide timely technical and professional assistance encompassing all aspects of NEPA and other laws, as appropriate. We anticipate preparation in-house of NEPA documents, biological assessments, Floodplains and Wetlands assessments, wetland delineations, Clean Water Act permit applications, Visual Impact Assessments, and other environmental studies, as well as technical review of such documents prepared by project proponents that prompt an action before SCIP. Flexibility to respond to particular situations is desired and multiple projects will be happening concurrently, whereby SCIP’s participation may range from minimal administrative oversight to preparing documents that supplement or complete the NEPA process. We expect conformity to the professional pace in which we operate with limited direct supervision necessary.

Requirement 2 – Cultural Resources

This contract will allow SCIP to provide timely technical and professional assistance encompassing all aspects of NHPA and its constituent directives. It is anticipated that the contractor will variably conduct any and all aspects of the NHPA’s Section 106 consultation process with minimal supervision. Tasks may include initial background research, archeological and ethnographic field work, report preparation, development of treatment plans, and archeological monitoring, as well as maintaining and participating in development of Programmatic Agreements and Memorandum of Agreements. An additional task will be maintaining a robust administrative record of consultation with tribes, public entities, and Federal, State and Tribal Historic Preservation Offices.

Contractor must maintain an Arizona Antiquities Act blanket permit (or qualify as a principal investigator) to conduct archaeological surveys on lands of the State of Arizona as administered by the Arizona State Museum (ASM); qualify for access to the AZSITE Cultural Resource Inventory; prepare submissions of SCIP projects to ASM; and qualify for a cultural resources survey permit on lands administered by the Bureau of Land Management.

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SCIP intends to use this contract to achieve compliance with its responsibilities under Section 110 of the NHPA. This principally will entail identifying SCIP-owned buildings that are eligible for the National Register of Historic Places, completing appropriate documentation for these buildings, and preparation of a maintenance plan that covers each building. Identifying and managing historic and prehistoric archeological sites on federal lands under SCIP’s jurisdiction are other related tasks that may arise under this section.

The Agency will fund completion of Phase I, II, and III Archaeological Investigations and Technical Report Preparation for all SCIP Irrigation and Power projects on a separate task order. Each study and report will be coordinated and funded on a case-by-case basis.

Requirement 3-Program Support

One aspect of this contract is to assist SCIP is in meeting its goals for comprehensive records management, including maintaining databases of previous projects, creating databases for new projects, addressing project file maintenance, and conformance with BIA’s record system management policies. No Agency records will be removed by the Contractor’s Representative. The Contractor’s Representative will be supplied with a scanner for copying purposes or to make an electronic file for research at the Contractor’s office. The Contractor will be required to obtain BIA clearance to access and use BIA’s IT network systems.

Requirement 4-Miscellaneous Services

When authorized by the BIA Contracting Officer (CO), the Contractor shall provide services not specified elsewhere in this contract. The Government reserves the right to accomplish this work with its own forces or by other contracts when the CO determines that it is outside the scope of this contract and is in the best interest of the Government. Unit prices offered for work under the “Miscellaneous Services” provision of this requirement shall be for the prime contractors, and any subcontractor’s, allowable, allocable, and reasonable direct costs pursuant to FAR Section 31 plus any associated indirect costs.

3. Deliverables

Deliverables prepared and submitted pursuant to work performed under this contract may include, but are not limited to, the following: preliminary, draft, and final versions of technical reports; written comments on documents requested for technical review; composition of draft versions of formal correspondence or agreements; completion of databases;

locate and compile reports and site forms; prepare environmental specification drawings or maps for construction projects; detailed record inventories achieving certain milestones; prepare a prescribed number of boxes of records for archiving; arrange formal consultation meetings and provide detailed minutes; develop materials for meetings; set up mailing lists for project consultations. Project status reports may also be requested on a weekly, bi-monthly, monthly, or quarterly basis, dependent on the nature and duration of any given task order.

Unless otherwise specified, all final reports shall be submitted in hardcopy and electronic formats.

The Contractor shall provide all labor, materials, equipment, transportation, and incidents to accomplish the tasks.

4. Place of Performance

All field services will be performed at various locations throughout SCIP’s service area. Tasks related to office work are expected to be divided between the SCIP office in Coolidge, Arizona, and the Contractor’s office. Depending on workload, we anticipate two individuals will work 2-5 days a week in the SCIP office. We expect a comparable number of hours will be spent working on related projects at the Contractor’s office, with the workload spread out among various technical specialists.

Note that the projected hours at SCIP’s office is considered to be the average amount of time spent over the course of the contract. Maximum flexibility is desired, as the hours may vary weekly. In some instances, SCIP may request the Contractor’s presence within an hour’s notice.

5. Reimbursable

Travel Subsistence will be reimbursed for expenses of all modes of transportation necessary to complete assigned projects, including fixed-winged aircraft, drones, helicopter, all-terrain vehicles (ATV), and horses associated with the contract. Reimbursement for mileage may apply if the Contractor’s Representative(s) javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') uses a personal vehicle to conduct field research. In such case, mileage will be covered at the rate of established GSA reimbursement. Mileage for the commute to and from SCIP’s office will not be reimbursed.

GOV Lodging and Per Diem rates apply for any overnight travel.

6. General Statutory and Regulatory Framework

Endangered Species Act Clean Water Act Safe Drinking Water Act Clean Air Act Fish and Wildlife Coordination Act Comprehensive Environmental Response, Compensation and Liability Act Resource Conservation and Recovery Act Federal Insecticide, Fungicide and Rodenticide Act Toxic Substances Control Act Asbestos Hazard Emergency Response Act E.O. 13101 Greening the Government Archeological Resources Protection Act National Historic Preservation Act of 1966, as Amended.

Native American Graves Protection and Repatriation Act E.O. 13007 Sacred Sites Indian Gaming Regulatory Act (§ 20) Arizona Antiquities Act

*List not considered exhaustive.

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List of Personnel and Technical Positions Contract Order

LABOR CATEGORIES

Full Burden

Rate

Unit

$ - HR

Senior Project Manager $ - HR

Project Manager $ - HR

Senior NEPA Specialist $ - HR

Lead NEPA Specialist $ - HR

NEPA Specialist $ - HR

Lead Environmental Planner $ - HR

Environmental Planner $ - HR

Senior Biologist $ - HR

Biologist $ - HR

Assistant Biologist $ - HR

Senior Archeologist/Principal Investigator $ - HR

Lead Archeologist $ - HR

Architectural Historian $ - HR

Ethnographer $ - HR

Osteologist $ - HR

Archeologist $ - HR

Assistant Archeologist $ - HR

Geomorphologist $ - HR

Archeological Lab Director $ - HR

Archeological Lab Assistant $ - HR

Archeological Technician $ - HR javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

Photographer $ - HR

GIS Analyst $ - HR

GIS Specialist $ - HR

GIS Technician $ - HR

Public Participation/Outreach Specialist $ - HR

Technical Editor $ - HR

Graphic Specialist $ - HR

Administrative Support $ - HR

Records Management Support $ - HR

$ - HR

$ - HR

$ - HR

$ - HR

$ - HR

$ - HR

$ - HR

$ - HR

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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 October 2022 (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.]

__ 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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(1) In a joint venture comprised of a small business protégé and its mentor approved by the Small Business Administration, the small business protégé shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protégé in the joint venture must be more than administrative functions.

(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions.

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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 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.

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(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.

52.203-16 Preventing Personal Conflicts of Interest June 2020

(a)Definitions. As used in this clause— Acquisition function closely associated with inherently governmental functions means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1)Planning acquisitions.

(2)Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3)Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4)Evaluating contract proposals.

(5)Awarding Government contracts.

(6)Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7)Terminating contracts.

(8)Determining whether contract costs are reasonable, allocable, and allowable.

Covered employee means an individual who performs an acquisition function closely associated with inherently governmental functions and is— (1)An employee of the contractor; or (2)A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

Non-public information means any Government or third-party information that- (1)Is exempt from disclosure under the Freedom of Information Act ( 5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or (2)Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not "impair the employee’s ability to act impartially and in the best interest of the Government" is not covered under this definition.)

(1)Among the sources of personal conflicts of interest are- (i)Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household;

(ii)Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and (iii)Gifts, including travel.

(2)For example, financial interests referred to in paragraph (1) of this definition may arise from- (i)Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii)Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii)Services provided in exchange for honorariums or travel expense reimbursements;

(iv)Research funding or other forms of research support;

(v)Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi)Real estate investments;

(vii)Patents, copyrights, and other intellectual property interests; or (viii)Business ownership and investment interests.

(b)Requirements. The Contractor shall— (1)Have procedures in place to screen covered employees for potential personal conflicts of interest, by- (i)Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A)Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household.

(B)Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C)Gifts, including travel; and (ii)Requiring each covered employee to update the disclosure statement whenever the employee’s personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

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(i)Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii)Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and (iii)Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3)Inform covered employees of their obligation- (i)To disclose and prevent personal conflicts of interest;

(ii)Not to use non-public information accessed through performance of a Government contract for personal gain; and (iii)To avoid even the appearance of personal conflicts of interest;

(4)Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5)Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause;

and (6)Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include- (i)Failure by a covered employee to disclose a personal conflict of interest;

(ii)Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and (iii)Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c)Mitigation or waiver.

(1)In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for- (i)Agreement to a plan to mitigate the personal conflict of interest; or (ii)A waiver of the requirement.

(2)The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3)The Contractor shall- (i)Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or (ii)Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d)Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts— (1)That exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award; and (2)In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual).

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.

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(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.

(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 javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') https://www.acquisition.gov/far/52.204-7#FAR_52_204_7 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m&num=0&edition=prelim http://www.sec.gov/answers/execomp.htm https://www.acquisition.gov/far/4.1403#FAR_4_1403 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.

(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…