Attachment_1_-_Solicitation_Terms_and_Conditions_-_AE_MATOC_(Amendment_0006)_0006.docx

SOLICITATION/TERMS & CONDITIONS

SECTION A—SOLICITATION/CONTRACT FORM

Refer to Request for Qualifications Letter

SECTION B – SERVICES/PRICES

B.1 BRIEF DESCRIPTION OF SERVICES

Typical work under the contract will include, but will not be limited to, various services including: architectural, civil, mechanical, electrical, plumbing, structural design, construction administration, inspection, aquaculture systems, general and environmental studies, value engineering, energy conservation design practices, as well as other types of A-E services. All work will be assigned and accomplished in accordance with individual task order solicitations.

The primary area of coverage will be the continental US and Hawaii in any state or US territory for Department of Interior U.S. Fish and Wildlife Service, National Park Service, Forest Service, and Bureau of Land Management and Bureau of Indian Affairs. Work will be performed on land owned, leased, or with use agreements located in any state or US territory. Project sites may occur on tribal or tribal reservation land and require employment rights compliance.

B.2 TYPE OF CONTRACT

The Contract period shall include a base period of one (1) year with options for four (4) additional one (1) year periods for a total of five (5) years from the date of contract award. Task orders may be placed against this contract from the date of contract award through the completion date. If a task order is awarded prior to the expiration date of the contract, the task order must be completed within 365 days.

The contract type awarded is a firm fixed price Indefinite Delivery indefinite quantity (IDIQ).

B.3 PRICE SCHEDULE

We will request this information after the most highly qualified offerors have been determined.

ATTACHMENT #00001

SECTION C – DESCRIPTION/SPECIFICATIONS

Refer to attachments

SECTION D – PACKING AND MARKING

D.1 PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information forms, reports, etc., to the CO or the COR shall be paid by the contractor.

D.2 MARKING

All information submitted to the Contracting Officer or the Contracting Officer's Representative shall clearly indicate the Contract Number of the contract for which the information is being submitted.

SECTION E – INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE

The A/E may be required to be a member of the final inspection team on all new construction and major repair and alteration projects; however, final acceptance shall be predicated exclusively upon the inspection performed by Government personnel.

Deliverables will be reviewed for conformance with the deliverables identified in the descriptions/specification’s attachment, by the COR and accepted or rejected for resubmittal as appropriate.

E.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

52.246-4 Inspection of Services – Fixed Price (APR 1984)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The base period of performance of this contract will be 12 months.

F.2 DELIVERABLES

See attachments

F.3 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

52.242-14 Suspension of Work (APR 1984)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 AUTHORITIES OF GOVERNMENT PERSONNEL

Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of this contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government's points of contact during the performance of this contract:

Contracting Officer Name: Ryan Boisvert Phone: 413-253-8531 Email: ryan_boisvert@fws.gov

All communications pertaining to contractual and/or administrative matters under this contract shall be sent to:

Contract Specialist Name: Ian Young Phone: (612) 713-5214 Email: Ian_a_young@fws.gov

G.2 RESPONSIBILITIES OF THE CONTRACTING OFFICER'S REPRESENTATIVE (COR)

Contracting Officer's Representative Name: TBD at the task order level Address: TBD at the task order level Phone: TBD at the task order level Email: TBD at the task order level

Note: The Contracting Officer is the only individual authorized to modify the contract.

(a) For each construction contracts of $750,000 or more, and for each contract terminated for default regardless of the contract value, the U.S. Department of Interior or Forest Service will submit an electronic record of contractor performance on this contract in the Contract Performance Assessment Reporting System (CPARS) at https://www.cpars.gov/. The DOI/FS has implemented the Contractor Performance Assessment Reporting System (CPARS) to submit performance evaluations. One or more past performance evaluations will be conducted on this contract in order to record contractor performance.

(b) The past performance evaluation process is a paperless process using CPARS. CPARS is a web-based system that allows for electronic processing of the performance evaluation report. Once the report is processed, it is available in the CPARS for Government use in evaluating past performance as part of a source selection action.

(c) The Contractor must furnish the Contracting Officer with the name, position title, phone number, and email address for each person designated to have access to past performance evaluation(s) for this contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Government Assessing Official. The report information must at all times be protected as source selection sensitive information not releasable to the public.

(d) When your Contractor Representative(s) (Past Performance Points of Contact) are registered in CPARS, they will receive an automatically-generated email with detailed login instructions. Further details, systems requirements, and training information for CPARS is available at https://www.cpars.gov/. The CPARS User Manual, registration for On Line Training for Contractor Representatives, and a practice application may also be found at this site.

(e) Within 60 days after the end of a performance period, the Government Assessing Official (AO) for the contract will complete an interim or final past performance evaluation, and the report will be accessible at https://www.cpars.gov/. Contractor Representatives may then provide comments in response to the evaluation, or return the evaluation without comment. Comments are limited to the space provided in CPARS and your comments must focus on objective facts in the AO's rating, narrative and your performance of the contract. In addition to the ratings and supporting narratives, review the accuracy of all information in the evaluation, as it includes key fields that will be used by the Government to identify the Contractor in future source selection actions. If you elect not to provide comments, acknowledge receipt of the evaluation by indicating "No comment" in Block 22 along with signing and dating Block 23 of the form. Without a statement in Block 22, you will be unable to sign and submit the evaluation back to the Government. If you do not sign and submit the CPAR within 30 days, it will automatically be returned to the Government and will be annotated: "The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this assessment." Your response is due within 30 calendar days after receipt of the CPARS.

(f) The following guidelines apply concerning your use of the past performance evaluation:

(1) Protect the evaluation as "source selection information." After review, transmit the evaluation by completing and submitting the form through CPARS. If for some reason the form cannot be viewed and/or submitted through CPARS, contact the AO for instructions.

(2) Strictly control access to the evaluation within your organization, and ensure the evaluation is never released to persons or entities outside of their control.

(3) Prohibit the use of or reference to evaluation data for advertising, promotional material, pre-award surveys, responsibility determinations, production readiness reviews, or other similar purposes.

(g) If you wish to discuss a past performance evaluation, send a request in writing to the AO no later than seven days following the date the DOI/FS submits an evaluation to CPARS.

(h) If the parties cannot resolve any disagreement in the content of the past performance evaluation, the original evaluation as well as your comments will be referred to the Reviewing Official (RO). The RO will make a final determination on the performance evaluation.

(i) The completed past performance evaluation will be available in CPARS for your viewing and for Government use supporting future source selection actions after it has been finalized.

(End of clause)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 TYPE OF CONTRACT

This is a firm fixed priced, indefinite delivery, indefinite quantity contract which provides for an indefinite quantity, within stated limits, of specific services to be furnished during a fixed period, with deliveries to be scheduled by placing task orders with the A&E Firm. Task orders will be issued on a fixed-price basis using the fixed unit labor rate pricing stated in the Rate Schedule of the contract and the negotiated level of effort.

H.2 CONTRACT PERFORMANCE PERIOD

The Contract period shall include a base period of one (1) year with options for four (4) additional one (1) year periods for a total of five (5) years from the date of contract award.

Task orders may be placed against this contract from the date of contract award through the completion date. If a task order is awarded prior to the expiration date of the contract, the task order must be completed within 365 days.

H.3 ESTIMATES OF REQUIREMENTS

Total contract amount is estimated at $50 million over 5 years. Total contract amount is estimated at $50 million over 5 years. Typical task orders may range between (estimated) $3,500 to $1,000,000. The total of individual task orders placed against the contract shall not exceed $50 million.

Typical task orders may range between (estimated) $3,500 to $1,000,000. The total of individual task orders placed against the contract shall not exceed $10 million. The guaranteed minimum for the entire contract term (including option years) is $500 and will be satisfied by the award of the initial task order. This is presented for information purposes only and contract awards do not guarantee work or a dollar amount to the firm other than the initial $500 minimum guarantee. The initial $500 minimum guarantee will be paid before the expiration of Option Year 1 of the contract unless the firm has received a task order. Once a task order has been awarded, the $500 minimum guarantee will be de-obligated from the IDIQ contract as a unilateral modification by the Contracting Officer.

H.4 FUNDING OF TASK ORDERS

This IDIQ contract is funded only with the initial $500 minimum guarantee. Funds for task orders will be allocated as each project is initiated and the Government identifies the project requirements. A firm fixed price task order will be issued in accordance with the below procedures outlined below in E - Task Order Procedures.

H.5 TASK ORDER BUREAU REQUIREMENTS

The Terms and Conditions included in this contract are the mandatory terms and conditions that must be met for all Task Orders. Each bureau issuing Task Orders from this contract may include additional terms and conditions that apply to their bureau or project. The CO must include and clearly identify any additional terms and conditions when issuing a Request for Proposal.

H.6 A&E TASK ORDER COMPETITIVE PROCEDURES

Step 1: For each new task order requirement, the participating bureau shall designate a chairperson to perform the evaluation. Chairperson shall have experience in architecture, engineering, construction, and Government related acquisition matters.

Step 2: Chairperson shall develop selection criteria by providing a description of the qualification-based attributes that are required and desired in the firm that will be selected.

Step 3: Chairperson shall review SF330’s of each of the A&E IDIQ firms which received an IDIQ contract for the state/location services are needed. Chairperson shall evaluate and document in writing the evaluation in accordance with the following qualifications-based factors:

1. Professional qualifications necessary for satisfactory performance of required services (Review of SF330’s);

2. Specialized experience and technical competence in the type of work required (Review of SF330’s);

3. Capacity to accomplish the work in the required time (Question during discussions); and

4. Past performance on contracts/task orders. (Review of CPARS)

Step 4: Chairperson shall hold discussions with at least three of the most highly qualified firms regarding concepts and the relative utility of alternative methods of furnishing the required services. It is expected, but not required, that discussions be performed in writing by emailing each firm a list of questions for firms to provide written responses and send back to the Chairperson.

Step 5: Chairperson shall then prepare an evaluation report for the Contracting Officer recommending, in order of preference, at least three firms that are considered to be the most highly qualified to perform the required services. The report shall include a documentation of the discussions and evaluations conducted by the Chairperson to allow the Contracting Officer to review the considerations upon which the recommendations are based.

Step 6: Contracting Officer will review the evaluation report to confirm the evaluation process was consistent with the steps listed above. If determined not to be consistent with the evaluation process above the Contracting Officer shall send back to the Chairperson to correct the report or for re-evaluation.

Step 7: Contracting Officer will then issue a Task Order Request for Proposal to the most highly qualified firm to provide a cost proposal. Once the cost proposal is received, the Contracting Officer will provide to the Chairperson.

Step 8: Chairperson shall review and compare to the Independent Government Cost Estimate and the parent IDIQ contract Labor Category Rates and then provide an analysis to the Contracting Officer to establish a negotiation position, or document the Price as fair and reasonable.

Step 9: Contracting Officer will then:

1. Enter negotiations with the A&E firm to come to a mutually satisfactory price. If a mutually satisfactory price cannot be negotiated, the contracting officer shall notify the firm that negotiations have been terminated. The contracting officer shall then initiate negotiations with the next firm on the final selection list. This procedure shall be continued until a mutually satisfactory contract has been negotiated. Or;

2. Make the final source selection decision and document supporting rationale prior to task order award.

Changes in cost or in specifications must be by written modification and signed by the CO only. Work shall not begin and changes shall not be made without written authorization of the CO.

H.7 LABOR RATES FOR PRICE PROPOSALS

The firm’s price proposal shall be based on the contract labor rates contained in the Rate Schedule.

The firm’s price proposal shall be developed based on the schedule of work, level of effort, and the pre-established rate schedules.

Price proposals for task orders, whose schedule of performance will be wholly or substantially complete within the year in which the task order is executed, shall be priced based on the labor rates in effect during that year.

Price proposals for task orders, whose schedule of performance spans substantially beyond the year in which the task order is executed, shall be priced based on the labor rates for the year in which the task order was issued.

H.8 REPORTING REQUIREMENTS

The services performed by the firm will be subject to review and examination by the Government at any place where such work is being performed. The Government will have the right to reject inaccurate or substandard services. The firm shall satisfactorily correct and replace all rejected services without additional cost to the Government.

Schedule Compliance:

1. Time of performance is important. Each task order will establish a schedule for completion. Failure by the firm to diligently prosecute their work to successfully meet the required delivery dates will be sufficient grounds for the CO to terminate the task order and/or this contract.

2. The completion dates may be extended in the event performance is delayed due to causes beyond the control and without the fault or negligence of the firm as determined by the CO. The contractor should not perform work outside the period of performance without written authorization.

H.9 FEE LIMITATION

The six percent (6%) fee limitation (fee is limited to six percent (6%) of estimated construction costs) for A/E services applies only to the actual preparation of final designs, drawings, and specifications. Any services which are not integral part of the production of drawings and specifications may be excluded for the fee limitation. Such excluded services may include soil borings, topographic and boundary surveys, consultant services, or design models and analysis, and cost estimates.

H.10 KEY PERSONNEL

The personnel listed below are considered essential to the work being performed. Prior to removing, replacing, or diverting any of the specified individuals, the firm shall notify the CO at least 90 days in advance and shall submit justification (including proposed substitutions) insufficient detail to permit evaluation of the impact on the contract. No replacement, substitution, or diversion shall be made by the firm without the written consent of the CO. The list of Key Personnel may be amended with the written consent of both parties.

Required disciplines include, but are not limited to:

Project Manager*, Architect*, Civil Engineer*, Mechanical Engineer*, Electrical Engineer*, Structural Engineer*, Fire Protection Engineer*, Geotechnical Engineer*, Environmental Engineer*, Hydrologist*, Cost Estimator

H.11 RELEASE OF INFORMATION / ORGANIZATIONAL CONFLICTS OF INTEREST

The firm shall not disclose information pertaining to the services performed under this contract to anyone other than the Department of the Interior or Forest Service or other personnel authorized by the CO.

H.12 GOVERNMENT FURNISHED MATERIALS

Individual task orders may indicate materials that will be supplied to the firm for reference in performance of the specified tasks. Those materials could include technical data, drawings, specifications, Government standards, procedures, guidelines, instructions, and other materials which will be furnished to the firm on a loan basis and shall be returned upon completion of the project unless noted otherwise. The firm shall exercise extreme care while reviewing Government data and materials to prevent their loss or damage.

H.13 LIMITATION ON CONTRACTING FOR CONSTRUCTION WORK

Award of a task order for A/E services for a particular project as described in the contract and the award of a contract for related construction work to the same firm, a parent firm, or its sub-consultants are prohibited. The A/E shall decline to enter into negotiations for any contract, if the firm, its parent firm, or sub-consultants intend to compete for the related construction contract.

H.14 PROTECTION OF HISTORICAL AND ARCHAEOLOGICAL DATA

Cultural Resource Study - Federal legislation provides for the protection, preservation, and collection of scientific, prehistorical, historical, paleontological, and archaeological data (including relics and specimens) which might otherwise be lost due to alteration of the terrain as a result of any Federal construction project. Once the locations for the proposed exploration trenches have been selected; the firm shall notify the COR who will furnish this information to the Regional Archaeologist. If the areas have not been previously inventoried for cultural resources, the Regional Archaeologist or their designated representative will examine the proposed locations for cultural resources.

Contractor Reporting - The A/E agrees that should it or any of its employees, during the performance of a task order, discover evidence of possible scientific, prehistorical, historical, archaeological data, it will notify the CO immediately, giving the location and nature of the findings. Written confirmation shall be forwarded within 2 working days. The A/E shall exercise care to avoid damage to artifacts or fossils uncovered during excavation operations and shall provide such cooperation and assistance as may be necessary to preserve the findings for removal or other disposition by the Department of the Interior.

Delays - Where appropriate by reason of a discovery, the CO may order delays in the time of performance, or changes in the work or both. If such delays or changes, or both, are ordered, the time of performance and task order price shall be adjusted in accordance with applicable contract clauses.

Subcontracts - The A/E agrees to insert the above sections of paragraph N, "Protections of Historical and Archaeological Data" in all subcontracts which involve the performance of work on the terrain of the Task Order site.

Costs - Except as otherwise provided above, the cost of complying with the above sections of paragraph N shall be included in the prices stated in the Rate Schedule for other items of work.

H.15 TRAVEL

All travel will be reimbursed completed in accordance with the Federal Travel Regulation (FTR) and per diem rates for each locality visited.

H.16 CONTRACT ADMINISTRATION DATA

CONTRACT ADMINISTRATOR

Ian Young Construction/A&E Operations Joint Administrative Operations | U.S. Fish & Wildlife Service Ian_a_Young@fws.gov | office (612) 713-5214

SECTION I – CONTRACT CLAUSES

CLAUSES

52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

Federal Acquisition Regulation (FAR) Clauses: https://www.acquisition.gov/browse/index/far (FAR clauses begin with 52)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (MAY 2014) 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

52.209-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUN 2020)

(a) Definitions. As used in this clause– “Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

“Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

“Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

“Safeguarding” means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

CLAUSES APPLICABLE ONLY TO DOI TASK ORDERS

I.2 ELECTRONIC INCOIVING AN PAYMENT REQUIREMENTS – INVOICE

PROCESSING PLATFORM (IPP) (April 2013) 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:

1. Vendor generated invoice

2. Release of claims

3. Additional documents TBD at the task order level 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.

(End of Local Clause)

I.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through the end date of each awarded option year.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered “issued” when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

I.4 52.216-19 ORDER LIMITATIONS (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $10,000,000.00;

(2) Any order for a combination of items in excess of $10,000,000.00; or

(3) A series of orders from the same ordering office within seven (7) days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within seven (7) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

I.5 52.216-22 INDEFINITE QUANTITY (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 5 years after the end date of this contract.

I.6 52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (Sep 2019)

(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

[The ordering activity's contracting officer to insert the name, address, telephone number, and email address for the ordering activity's Ombudsman or provide the URL address where this information may be found.]

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

(End of clause) Alternate I.

(d) Contracts used by multiple agencies.

(1) This is a contract that is used by multiple agencies. Complaints from Contractors concerning orders placed under contracts used by multiple agencies are primarily reviewed by the task-order and delivery-order Ombudsman for the ordering activity.

(2) The ordering activity has designated the following task-order and delivery-order Ombudsman for this order:

[The ordering activity's contracting officer to insert the name, address, telephone number, and email address for the ordering activity's Ombudsman or provide the URL address where this information may be found.]

(3) Before consulting with the task-order and delivery-order Ombudsman for the ordering activity, the Contractor is encouraged to first address complaints with the ordering activity's Contracting Officer for resolution. When requested by the Contractor, the task-order and delivery-order Ombudsman for the ordering activity may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

I.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within sixty (60) days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least sixty (60) days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

I.8 52.219-14 LIMITATIONS ON SUBCONTRACTING (MAR 2020)

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

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside for small business concerns or 8(a) participants;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) participants;

(3) Orders set aside for small business concerns or 8(a) participants under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and

(4) Orders issued directly to small business concerns or 8(a) participants under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a non-manufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

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

(1) For contracts, in accordance with paragraph (b)(1) and (2) of this clause— ☐By the end of the base term of the contract and then by the end of each subsequent option period; or X By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (b)(3) and (4) of this clause, by the end of the performance period for the order.

I.9 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only:

It Is Not A Wage Determination.

I.10 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) (DEVIATION APR 2020)

(a)[(1) In accordance with 31 U.S.C. 3903 and 10 U.S.C. 2307, upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract [in accordance with the accelerated payment date established], to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, [with a goal of 15 days] after receipt of a proper invoice and all other required documentation from the small business subcontractor [if a specific payment date is not established by contract.

(2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor].

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

I.11 52.236-22 DESIGN WITHIN FUNDING LIMITATIONS (APR 1984)

(a) The Contractor shall accomplish the design services required under this contract so as to permit the award of a contract, using standard Federal Acquisition Regulation procedures for the construction of the facilities designed at a price that does not exceed the estimated construction contract price as set forth in paragraph (c) below. When bids or proposals for the construction contract are received that exceed the estimated price, the contractor shall perform such redesign and other services as are necessary to permit contract award within the funding limitation. These additional services shall be performed at no increase in the price of this contract. However, the Contractor shall not be required to perform such additional services at no cost to the Government if the unfavorable bids or proposals are the result of conditions beyond its reasonable control.

(b) The Contractor will promptly advise the Contracting Officer if it finds that the project being designed will exceed or is likely to exceed the funding limitations and it is unable to design a usable facility within these limitations. Upon receipt of such information, the Contracting Officer will review the Contractor's revised estimate of construction cost. The Government may, if it determines that the estimated construction contract price set forth in this contract is so low that award of a construction contract not in excess of such estimate is improbable, authorize a change in scope or materials as required to reduce the estimated construction cost to an amount within the estimated construction contract price set forth in paragraph (c) below, or the Government may adjust such estimated construction contract price. When bids or proposals are not solicited or are unreasonably delayed, the Government shall prepare an estimate of constructing the design submitted and such estimate shall be used in lieu of bids or proposals to determine compliance with the funding limitation.

(c) The estimated construction contract price for the project described in this contract is to be determined in each task order, as applicable.

I.12 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Agriculture Acquisition Regulation (48 CFR __4___) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF BIDDERS

PROVISIONS

K.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAR 2020) (DEVIATION JUL 2020)

(a) (1) The North American Industry Classification System (NAICS) code for this acquisition is 541330 – Engineering Services.

(2) The small business size standard is $16.5 million dollars.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b) (1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the provision at 52.204-7, System for Award Management, is not included in this solicitation, and the Offeror has an active registration in the System for Award Management (SAM), the Offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The Offeror shall indicate which option applies by checking one of the following boxes:

(i) ☐ Paragraph (d) applies.

(ii) ☐ Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c) (1) The following representations or certifications in SAM are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless–

(A) The acquisition is to be made under the simplified acquisition…